f10k2008a1ex10iv_amersrgical.htm


    Exhibit 10.4

     

     

    
      ADDENDUM
TO SERVICE/CONSULTANT AGREEMENT

      BETWEEN

      "ASA,
INC."

      AND

      "REGIONAL
SURGICAL ASSISTANTS, INC. and JOSE J. CHAPA, JR."

      


      November
17, 2006

      


      Effective
the Payroll clue on November 17, 2006, this addendum replaces Article (1.4) of
the Service/Consulting Agreement between "ASA, Inc." and "Regional Surgical
Assistants, Inc. and Jose J. Chapa, Jr.". The annual payment of $260,000.00 clue
to Regional Surgical Assistants shall be payable as follows:

      


      
        	
                1.  

              	
                A
      payment of $5,000.00 for expenses shall be made once a month to Regional
      Surgical Assistants, Inc., this payment is due on the fifteenth day of the
      month unless it is a weekend, then payment will be made on the immediately
      following work day.

              


      

      


      
        	
                2.  

              	
                A
      payment of $1,000.00 for automobile allowance shall be made once a month
      to Regional Surgical Assistants, Inc., this payment is due on the
      fifteenth day of the month Finless it is a weekend, then payment will be
      made on the immediately following work
day.

              


      

      


      
        	
                3.  

              	
                The
      remainder of the Service/Consultant Agreement fee of $200,000.00 shall be
      added to the payroll check of Jose J Chapa, Jr. in Twenty Six equal
      Payments due with the regular payroll check due on every other Friday
      effective the Payroll of November 17, 2006. this shall continue until the
      expiration of the Service/Consultant Agreement on November 20, 2010 unless
      the Agreement is renewed.

              


      

      


      
        	
                4.  

              	
                All
      other covenants of the Service/Consultant Agreement shall remain in effect
      until the expiration or termination
thereof.

              


      

      


      
        
          
            
              	
                      For
      regional Surgical Assistants, Inc.

                    	 
      	
                      APPEARED
      BEFORE ME ON

                      NOVEMBER
      17, 2006

                    
	
                      Jose
      J. Chapa, Jr.

                    	 
      	
                      Zak
      Elgamal and,

                    
	 
      	 
      	
                      Jose
      J. Chapa, Jr.

                    
	
                      /s/  Jose
      J. Chapa, Jr.

                    	 
      	
                      Margaret
      Cruz, Notary Public

                    
	 
      	 
      	 
      
	
                      For
      Jose J. Chapa, Jr.

                    	 
      	
                      [SEAL]
      MARGARET CRUZ

                    
	
                      Jose
      J. Chapa, Jr.

                    	 
      	
                      MY
      COMMISSION EXPIRES

                    
	 
      	 
      	
                      OCTOBER
      24, 2007

                    
	
                      /s/  Jose
      J. Chapa, Jr.

                    	 
      	
                      /s/  Margaret
      Cruz

                    
	 
      	 
      	 
      
	
                      For
      ASA, Inc.

                    	 
      	 
      
	
                      Zak
      W. Elgamal

                    	 
      	 
      
	 
      	 
      	 
      
	
                      /s/  Zak
      Elgamal

                    	 
      	 
      


            

          

        

      

    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      


       

      SERVICE/CONSULTANT
AGREEMENT

       

      between

      AMERICAN
SURGICAL ASSISTANTS, INC.

      and

      Regional
Surgical Assistants, Inc. and Jose J. Chapa,

      Jr.

       

      November
20, 2005

       

    

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      TABLE
OF CONTENTS

      


      RECITALS

      


      I.
SERVICE AGREEMENT

      


      1.1
Definitions.

      1.1-1
Service Fee

      1.1-2 ASA
Expense

      1.1-3 ASA
Services

      1.1-4
Provider

      1.1-5
Term

      


      1.2
Appointment and Authority.

      1.2-1
Appointment

      1.2-2
Authority

      1.2-3
Referrals

      


      1.3
Covenants and Responsibilities.

      1.3-1
Quality Assurance, Utilization Review, Provider Qualifications

      1.3-2 ASA
Personnel

      A.           Providers
and other Personnel

      B.           ASA
Services

      C.           Adherence
to Professional Standards 1.3-3 Confidentiality

      1.3-4
Insurance

      1.3-5
Billing And Collection

      


      1.4
Covenants and Responsibility of ASA

      1.4-1
Organization and Operation

      1.4-2
Confidential and Proprietary Information

      


      1.5 Financial
Arrangement

      1.5-1
Service Fee

      A.           Amount

      B.           Payments

      


      II. TERM AND
TERMINATION

      


      2.1
Initial and Renewal Term

      2.2
Termination

      2.2-1
Legislative; Regulatory, or Third Party Payment Change.

      22.-2
Termination On Notice of Default

      2.2.3
Compliance

      2.3
Effects of Termination

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      
 

      II. MISCELLANEOUS

      


      3.1
Notices

      3.2
Governing Law.

      3.3
Assignment

      3.4
Waiver of Breach

      3.5
Enforcement

      3.6
Gender and Number

      3.7
Additional Assurances

      3.8
Consents, Approvals, and Exercise of Discretion

      3.9 Force
Majeure

      3.10
Severability

      3.11
Divisions' and Headings

      3.12
Amendments and Agreement Execution

      3.13
Arbitration

      3.14
Entire Agreement

      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

    

     

    
      
      

      SERVICE
AGREEMENT

       

      THIS
SERVICE AGREEMENT ("Services Agreement") is made and entered into effective as
of November 16, 2005("Effective Date"), by and between American Surgical
Assistants, Inc., (" ASA"), and Regional Surgical Assistants, Inc.") a Texas
Corporation, TIN 76-0456036.and Jose J. Chapa, Jr., III herein referred to as
("RSAI).

       

      RECITALS:

       

      This
Service Agreement is made with reference to the following facts:

       

      A. Whereas,
ASA is formed for and engaged in the provision of non physician surgical
assistant services and staffing in the State of Texas, and wherever else ASA may
now or in the future be authorized to do business, and

       

      B. Whereas,
RSAI operates as a organization providing scheduling of surgical assistant
services and staffing to hospitals; and as a result has acquired certain
expertise and know how, and

       

      C. Whereas,
ASA desires to focus its energies, expertise, and time on the actual delivery of
surgical assistant services and staffing to hospitals and to expand the number
of hospitals being provided this service by ASA. To accomplish that goal, ASA
desires to delegate some of the management business aspects of such services to
an entity possessing knowledge and experience in providing those services,
and

       

      D. Whereas,
RSAI provides these scheduling services necessary to aide ASA, now and therefore
and in consideration of the promises and agreements contained herein and other
good and valuable consideration, the receipt and adequacy of which are hereby
forever acknowledged and confessed, the parties agree as
follows:

       

      1.
CONSULTING SERVICES PROVIDED

       

      1:1
DEFINITIONS.

      For the
purposes of this Agreement the following terms have the following meanings,
unless otherwise clearly required by the context  in which the term is
used.

       

      
        
           

        

        
          4

          
            
 

        

        
           

        

      

       

      1.1-1
Service
Fee.  The term "Service Fee" means the weekly fee,
established pursuant to this Agreement, shall be paid
by ASA to RSAI to provide weekly compensation to RSAI.

       

      1.1-2
ASA
Expense.  The
term" ASA Expense" means an
expense or cost that is incurred by RSAI
or ASA
and for
which ASA is financially liable.

       

      1.1-3
ASA
Services.  The term "ASA
Services" means surgical assistant services and
staffing.

       

      1.1-4
Provider.  The
term "Provider" means the professionals who are independent contractors,
employees or otherwise retained by or associated with. ASA to
provide
non physician surgical assistant services and staffing.

       

      1.1-5
Term:
Means the initial and any renewal periods of duration of this
Agreement.

       

      APPOINTMENT
AND AUTHORITY

       

      1.2-1
Appointment.  ASA
appoints RSAI as an agent for the Services indicated herein, except as
otherwise specifically agreed in writing by .ASA
and RSAI.
RSAI accepts the appointment, subject at all times to the provisions of
this Service Agreement.

       

      1.2-2 Authority

       

      A.
Consistent with the provisions of this Services Agreement, RSAI
shall have the responsibility to provide specified
services for ASA, including, without limitation, the
provision of or arranging for, at ASA' s expense, quality
assurance and utilization programs and review, recruiting,
training, monitoring, and scheduling
of providers,
and insuring ASA
is in
compliance with applicable
standards.

      
1.2.3
Referrals.
RSAI and
ASA agree that the benefits to ASA
hereunder do not require; are not payment for, and are in no way
contingent upon, the referral of or any other arrangement for the provision of
any item or service offered by RSAI.

       

      
        COVENANTS
AND RESPONSIBILITIES

      

       

      
        
           

        

        
          5

          
            
 

        

        
           

        

      

       

      1.3-1
Quality
Assurance. Utilization Review.
Provider  Qualifications.  RSAI
shall assist ASA in the establishment and implementation of procedures to
ensure the consistency and quality of Services provided by ASA, and shall
provide daily on site support for ASA's quality-assurance and utilization-review
and other programs that may be required under ASA's contracts with
hospitals.

       

      RSAI
agrees to ensure that each surgical assistant providing services ,through
ASA shall have and maintain certain specified qualifications and certifications,
and provide evidence of same. RSAI's
failure to adhere to this standard will be grounds for termination of
this Agreement.

       

      1.3-2
ASA
Personnel.
ASA
shall be responsible for recruiting, training, supervising and scheduling
all Providers who are either employed or contract with ASA
to provide ASA Services.

       

      A.   Providers
and other Personnel. ASA shall retain, at the expense of ASA, the number
of Providers and healthcare personnel sufficient in the reasonable business
judgment of RSAI, that are necessary and appropriate for the provision
of ASA Services, each of whom shall be bound by and subject to applicable
provisions of this Agreement. Each Provider shall meet the minimum standards set
forth in Section 1.3-2-C below and enter into and maintain with ASA an
employment contract or written independent contractor agreement. ASA shall be
responsible for paying the salary for employees or compensation for contracted
or affiliated Providers and other personnel, and any other withholding required
by applicable law. RSAI shall, on behalf of ASA, establish the compensation
levels with respect to such individuals in accordance with the written agreement
between ASA and each Provider.

       

      B.  ASA
Services.  RSAI shall be responsible for scheduling Providers
in accordance with the terms set by ASA and Service
Agreements between ASA and hospitals, as instructed by ASA. RSAI
shall cause all Providers to exert their best efforts to develop and
promote ASA in a manner designed
to ensure that ASA is able to serve the diverse needs of the healthcare
community.

       

      C. Adherence
to Professional Standards. RSAI will insure that each ASA
Provider complies with, is controlled and governed by,, and
otherwise provides ASA services in accordance with applicable federal, State,
and municipal laws,
rules, regulations, ordinances, and orders, and the ethics and standards of care
of the medical community wherein ASA provides services.

       

       

      
        
           

        

        
          6

          
            
 

        

        
           

        

      

       

       

      1.3-3
Confidentiality.
RSAI agrees to keep confidential and not to take, retain, use, or
disclose to others during the term of this Agreement except as expressly
consented to in writing by ASA or by law, any secrets or confidential
technology, proprietary information, patient lists or records, documents
pertaining to ASA' s business or financial conditions, trade secrets of ASA, or
any matter or thing ascertained by RSAI through RSAI's relationship with ASA,
the use or disclosure of which matter or thing might reasonably be construed to
be contrary to the best interests of ASA. RSAI further agrees that upon
termination or expiration of this Agreement, RSAI
and each of its members, partners, employees, contractors,
or agents will neither take nor retain, without prior written authorization from
ASA, any papers, patient lists, fee books, files, and/ or other documents or
copies thereof or other confidential information of any kind belonging to ASA
or pertaining to ASA's business, financial condition, or products.
Without limiting other possible remedies to ASA for the breach of this covenant,
RSAI
agrees that injunctive or other equitable relief shall be available to
enforce this covenant regarding confidentiality of information, such relief to
be without necessity of posting bond, cash, or otherwise. RSAI further agrees
that if any restriction contained in this Section is held by any court to be
unenforceable or unreasonable, a lesser restriction shall be enforced in its
place and remaining restrictions contained herein shall be enforced
independently of each other.

       

      1.3-4
RSAI's
Insurance.  Throughout the Term, RSAI shall obtain and
maintain with commercial carriers, through self-insurance, or by some
combination thereof, appropriate comprehensive general liability insurance covering
RSAI, in such amounts, on such basis, and upon. such terms and conditions
as RSAI
deems appropriate. Upon the
request of ASA, RSAI shall provide ASA with a certificate
evidencing such insurance coverage.

       

      1.3-5
Billing
and Collection.  During the term of this Agreement RSAI will
not bill for professional services :rendered by ASA and employees of ASA. It
being understood that all billings for professional services rendered by
ASA will
be performed by ASA. All receivables shall remain the property of
ASA.

       

       

      
        
           

        

        
          7

          
            
 

        

        
           

        

      

       

       

       

       

      1.4  COVENANTS
AND RESPONSIBILITY OF ASA

       

      1.4-1
Organization
and Operation. ASA, as a continuing condition of RSAI's obligations under
this Agreement, shall at all times during the term be and remain legally
organized and operated to provide ASA Services in a manner consistent with all
applicable state and federal laws.

       

      1.4-2
Confidential
and Proprietary Information. ASA
acknowledges the confidentiality of its relationship with RSAI
and of any confidential info/illation of which it may learn or obtain
during the Term of this Agreement both parties agree to keep confidential and
not to take, retain, use, or disclose to others during the term of this
Agreement, except as expressly consented in writing by either party or by law,
any secrets or confidential technology, proprietary information, strategic
plans, patient lists or records, documents pertaining to business or financial
conditions (including the terms of this Agreement), trade secrets of, or any
matter or thing ascertained through ASA' s relationship with RSAI, the use or
disclosure of which matter or thing might reasonably be construed to be contrary
to the best interests or trade secrets of either party. ASA further agree that
upon termination or expiration of this Agreement, ASA and each and every
of its members, partners, employees, contractors, or agents will neither take
nor retain, without prior written authorization from RSAI, any papers, patient
lists, fee books, files, or other documents or copies thereof or other
confidential info/ovation of any kind belonging to RSAI
or pertaining to RSAI's business, sales, financial condition, or
products. Without limiting other possible remedies to RSAI for the breach of
this covenant, ASA agree that injunctive or other equitable relief shall be
available to enforce this covenant regarding confidentiality of information,
such relief to be without necessity of posting bond, cash, or otherwise. ASA
further agree that if any restriction contained in this Section is held by any
court to be unenforceable or unreasonable, a lesser restriction shall be
enforced in its place and remaining restrictions contained herein shall be
enforced independently of each other.

       

       

      
        
           

        

        
          8

          
            
 

        

        
           

        

      

       

       

      1.5
FINANCIAL ARRANGEMENT

       

      1.5-1
Service Fee. RSAI
shall receive fee an amount equal to the
following:

       

      A. Amount
of Service Fee:  A annual fee of $260,000.00 payable at
$5,000.00 per week. This fee shall be paid every Friday

       

      B. Additional
Fees due to RSAI:. Additionally, RSAI and/or its representatives or
assignees shall receive the following:

       

      1.5.1-B.1
Automobile allowance sufficient
to cover the monthly payment, or lease payment for an automobile chosen by
ASA.

      1.5.1-B.2
Health insurance coverage.

      1.5.1-B.3
A buy-out, one-time compensation equal to the total of the remaining fees
payable to RSAI and the time this Agreement is terminated, and a termination
Severance pay of $3,000,000.00 payable to RSAI at the time of
termination.

      1.5.1-B.4
An option to purchase 5% of any shares issued by ASA during the term of this
contract at a discounted price equal to 25% of the price recorded at the close
of trading on the day such issue is authorized by
ASA.

       

      II.
TERM AND
TERMINATION

       

      2.1
INITIAL
TERM AND RENEWAL TERM.  The Term
of this Agreement
shall be for an initial period of Five (5) years from the Effective Date of this
Agreement and shall be renewed for any successive period with a written notice
provided that neither RSAI nor ASA shall have given notice of termination of
this Agreement sixty (60) days before the end of the initial term or any renewal
term, or unless otherwise terminated in accordance with this
Agreement.

       

      2.2
TERMINATION

       

      2.2.1
Administrative or Third-party Payment
Changes.  If there
shall be a change in the Medicare or Medicaid laws, regulations
or general instructions, the adoption of new legislation,
or regulatory body interpretation any of which
shall make this Agreement unlawful, the parties shall
immediately propose a new arrangement or basis for compensation
for the services furnished pursuant to this Agreement
which conforms to such new legislation or regulation
but otherwise contains substantially the same business
terms as possible. If RSAI and ASA are unable to timely (in recognition of the
applicable laws) agree upon an arrangement, this Agreement shall terminate
immediately.

       

       

      
        
           

        

        
          9

          
            
 

        

        
           

        

      

       

      2.2-2
Termination
on Notice of Default  If either party shall give notice
to the other that the other party has substantially defaulted in the performance
of any other obligation under this Agreement, and the default shall not have
been cured within thirty (30) calendar days following the giving of the notice,
the party giving notice shall have the right to terminate this
Agreement.

       

      2.2-3
Compliance
with All Laws. ASA shall have the right to terminate this
Agreement if at any time RSAI, while performing its responsibilities under this
Services Agreement, does not comply with all laws, regulations, government
orders, regulatory or judicial reviews and the like that do now or shall in the
future exist and apply to ASA or the business of ASA.

       

      2.3
Effects
of Termination. Upon termination of this Agreement, as herein
above provided, neither party shall have any further obligations under this
Agreement except for (i)
obligations accruing prior to the date of termination,
including, without limitation, payment of the Services
Fee relating to services provided prior to the termination of this Agreement and
(ii) obligations, promises, or covenants set forth in this Agreement that are
expressly made to extend beyond the effect, including, without limitation,
indemnities, and confidentiality, provisions, which provisions shall survive the
expiration or termination of this Agreement. Upon the expiration or termination
of this Agreement for any reason or cause whatsoever, RSAI shall surrender to
ASA all books and records pertaining to ASA's business.

       

      III.    MISCELLANEOUS.

       

      3.1
NOTICES.
Any notice, demand, or communication required,
permitted, or desired to be given under this
Agreement
shall be deemed effectively given when in Writing and personally delivered or
mailed by prepaid Certified or registered mail, return receipt requested,
addressed-as follows;

       

      ASA:

       

      
        
           

        

        
          10

          
            
 

        

        
           

        

      

       

      American
Surgical Assistants, Inc.10039 Bissonnet St. Suite 250 Houston, Texas
77036

       

      RSAI and
Jose J. Chapa, Jr.:

       

      8726
Cedardale Drive, Houston, TX 77055

       

      or to
another address, or to the attention of another person or officer, that either
party may designate by written notice.

       

      3.2
GOVERNING
LAW.  This Agreement shall be governed by the laws of
the State of Texas and is performable and shall be enforceable in Harris County,
Texas. The federal and state courts of Harris County, Texas, shall be the
exclusive courts of jurisdiction and venue for any litigation, special
proceeding, or other proceeding as between the parties that may be brought in
connection with or by reason of, or arise out of, this
Agreement.

       

      3.3
ASSIGNMENT.  Neither
party may assign this Agreement without the prior written consent of the other
party.

       

      3.4
WAIVER
OF BREACH.  The
waiver by either party of a breach or violation of any provision of this
Agreement shall not operate as, or be construed to constitute, a waiver of any
subsequent breach of the same or another provision.

       

      3.5
ENFORCEMENT.  If
either party resorts to legal action to enforce or interpret any provision of
this Agreement, the prevailing party shall be entitled to recover the costs and
expenses of the action, including, without limitation, reasonable attorneys'
fees.

       

      3.6
GENDER
AND NUMBER. Whenever the context of this Agreement requires, the gender
of all words shall include the masculine, feminine, and neuter, and the number
of all words shall include the singular and plural.

       

      3.7
ADDITIONAL
ASSURANCES.  Except as may be
specifically provided
in this Agreement to the contrary, the provisions of this
Agreement shall be self-operative and shall not require
further agreement by the parties; provided, however,
at the request of either party, the other party shall
execute any additional instruments and take any additional
acts that are reasonable and that the requesting
party may deem necessary to effectuate this
Agreement.

       

      
        
           

        

        
          11

          
            
 

        

        
           

        

      

       

      3.8 CONSENTS.
APPROVALS. AND EXERCISE OF DISCRETION.

       

      Whenever
this Agreement requires any consent or approval to be given by either party or
either party must or may exercise discretion, the parties agree that the consent
or approval shall not be immeasurably withheld or delayed and that the
discretion shall be reasonably exercised.

       

      3.9
FORCE
MAJEURE.  Neither party shall be liable or deemed to be in
default for any delay or failure in performance under this Agreement or other
interruption of services deemed to result, directly or indirectly, from acts of
God, civil or military authority, acts of public enemy, war, accidents, fires,
explosions, earthquakes, floods, failure of transportation, strikes or other
work interruptions, by either party's employees or any other similar cause
beyond the reasonable control of either party unless the _delay or failure in
performance is expressly addressed elsewhere in this Agreement. Not withstanding
the foregoing, no such event or circumstance set forth in this Section 3.9 shall
ever excuse the non­payment of any sum of money due from one party hereto to
the other pursuant to the terms of this Agreement.

       

      3.10
SEVERABILITY.  The
parties have negotiated and prepared the terms of this Agreement in good faith
and with the intent that every covenant, and condition be binding upon and inure
to the benefit of the respective parties. Accordingly, if anyone or more of the
terms, provisions, promises, covenants, or conditions of this Agreement or the
application thereof to any, person or circumstance shall be adjudged to any
extent invalid, unenforceable, void, or voidable for any reason whatsoever by a
court of competent jurisdiction, that provision shall be as narrowly construed
as possible, and all the remaining terms, provisions, promises, covenants, and
conditions of this Agreement or their application to other persons or
circumstances shall not be affected thereby and shall be valid and enforceable
to the fullest extent permitted by law. To the extent this Agreement is in
violation of applicable law, then the parties agree to negotiate in good faith
to amend the Agreement, to the extent possible consistent with its purposes, to
conform to applicable law.

       

      3.11
DIVISIONS
AND HEADINGS.  The divisions of this Agreement into articles,
sections, and subsections and the use of
captions and headings in connection therewith is solely for convenience and
shall not affect in any way the meaning or interpretation of this
Agreement.

       

       

      
        
           

        

        
          12

          
            
 

        

        
           

        

      

       

       

      3.12
AMENDMENTS
AND AGREEMENT EXECUTION.  This Agreement and its amendments, if
any, shall be in writing and may be executed in multiple copies on behalf of the
parties.

       

      3.13
ARBITRATION.  The
parties agree to use good faith negotiation to resolve any dispute, claim, or
controversy that may arise under or relate to this Agreement or to a breach of
the this Agreement In the event that the parties are not able to resolve any
dispute, claim, or controversy by negotiation, any such dispute, claim, or
controversy shall be settled by binding arbitration which shall be conducted in
Houston, Texas, in accordance with the American Health. Lawyers
Association Alternative Dispute Resolution Service Rules of Procedure for
Arbitration. Judgment on the award rendered by the arbitrator may be entered in
any court having jurisdiction thereof.

       

      3.14
ENTIRE
AGREEMENT. With respect to the subject matter of this Agreement, this
Agreement supersedes any and all previous contracts and constitutes the entire
agreement between the parties. Neither party shall be entitled to benefits other
than those specified in this Agreement. No prior oral statements or
contemporaneous negotiations or understandings or prior written material not
specifically incorporated in this Agreement shall be
of any force and effect, and no changes in or additions to this Agreement shall
be recognized unless incorporated by amendment as provided in this Agreement,
such amendment(s) to become effective on the date stipulated in the
amendment(s). The parties specifically acknowledge that, in entering into and
executing this Agreement, the parties rely solely upon the representations and
agreements in this Agreement and upon no others.

       

      IN
WITNESS
WHEREOF,
ASA
and RSAI have caused this Agreement
to be executed by their duly authorized representatives, all as of the day and
year first above written.

    

     

     

    ASA:

     

     

     

    
      
         

      

      
        13

        
          
 

      

      
         

      

    

     

    
      
        
          
            
              
                
                  
                    	
                            AMERICAN
      SURGICAL ASSISTANTS, INC.

                          
	 
      
	
                            By:  /s/  Zak
      W. Elgamal

                          
	 
      
	
                            Title:

                          
	 
      
	 
      
	
                            Regional
      Surgical Assistant Services, Inc. and

                          
	
                            Jose
      J. Chapa, Jr.

                          
	 
      
	
                            By:  /s/  Jose
      J. Chapa, Jr.

                          
	 
	
                            Title:  President

                          


                  

                

              

            

          

        

      

    

     

     

    
      Appeared before
me:  Jose J. Chapa, Jr. on 11-23-05

       

       

      My Commission
expires:  10-24-07

       

      
        	
                /s/  Margaret
      Cruz

              	 
      	
                Notary
      Public for the state of Texas.

              
	 
      	 
      	
                [SEAL]  MARGARET
      CRUZ

              
	 
      	 
      	
                MY
      COMMISSION EXPIRES

              
	 
      	 
      	
                OCTOBER
      24, 2007

              


      

       

      Appeared before
me:  Zak W. Elgamal on 11-23-05

       

       

      
        	
                /s/  Margaret
      Cruz

              	 
      	
                Notary
      Public for the state of Texas.

              
	 
      	 
      	
                [SEAL]  MARGARET
      CRUZ

              
	 
      	 
      	
                MY
      COMMISSION EXPIRES

              
	 
      	 
      	
                OCTOBER
      24, 2007

              


      

       

    

     

     

    
      
         

      

      
        14

        
          
 

      

      
         

      

    

     

     

    
       

      AGREEMENT

       

      This is
an Agreement between American Surgical Assistants, Inc., of 10039 Bissonnet
Suite 250, Houston, Texas, 77036, hereby referred to as ASA, and Jose J. Chapa,
Jr., of 8726 Cedardate Drive, Houston, Texas, 77055, SS####-##-####, hereby
referred to as "Assistant".

       

      I.
Assistant agrees to provide Surgical Assistant services,. including covering
call on weekdays, weekends and holidays as instructed by ASA under the following
conditions:

       

      1. Term
of Agreement:

       

      Subject
to the provisions of termination set forth below, this Agreement will begin on
November 24, 2005, for an initial period of one year. This Agreement shall be
automatically renewed annually, for equal periods, on the day of the anniversary
of the Assistant's initial date of hire unless either party notifies the other
of his/her intent to terminate the Agreement, in writing, with a thirty-day
advance notice.

       

      2. Compensation:

       

      Under the
terms of this Agreement the Assistant is an employee of ASA and shall be
compensated according to the following schedule:

       

      
        	
                A.  

              	
                The
      annual compensation of one hundred forty-four thousand dollars
      ($144,000.00) payable in two equal semi-monthly payments of $6,000.00.
      Assistant agrees to maintain a daily work coverage schedule of Monday
      through Friday. A thirty (30) minute break will be granted for every Four
      hours of actual work on procedures. The Assistant agrees to stay and
      finish any scheduled or added procedures without any extra payments; in
      exchange the Assistant is paid the above-mentioned compensation as long as
      he/she stays on the premises and remains immediately available to meet the
      needs of the client institution. The Assistant agrees to provide call
      coverage as per the attached job description which is an integral part of
      this Agreement. This compensation applies to services rendered to patients
      between the hours of 7:00 AM and 4:00 PM Monday through Friday, regardless
      of the time of day or total hours needed to complete these assignments. An
      additional payment of fifty dollars ($50.00) per hour will be paid to the
      Assistant for overtime (over 40 hours per week). Nursing record for O.R.
      "In/Out of Room" time will be used to determine the length of the case for
      which the Assistant will be paid with the start time being the incision
      time.

              
	 	 


      

      
        	
                B.  

              	
                Should
      any changes in federal or state reimbursement laws or regulations occur
      which affect third party reimbursement during the term of this Agreement,
      ASA may request renegotiation of any applicable terms of this Agreement by
      a written notice to the Assistant. In the event no new Agreement has been
      reached within sixty days of such renegotiation notice, this Agreement
      will be automatically terminated within an additional thirty days without
      further notice.

              


      

       

      3.
Duties, Covenants and Responsibilities:

       

      
        	
                A.  

              	
                ASA
      hires the Assistant as a Licensed Surgical Assistant, L.S.A. and/or
      Certified Surgical Assistant, C.S.A. The duties of the job are detailed in
      the attached job description which is part of this Agreement. ASA reserves
      the right to revise and update the job description periodically or
      whenever deemed necessary. The Assistant will devote full attention and
      energies to the business of ASA as described in the attached job
      description. Covering Cali is an essential part of the job; improper
      handling of Call responsibilities will be grounds for immediate dismissal
      without recourse.

              
	 	 


      

      
        	
                B.  

              	
                Assistant is an
      employee of ASA, he/she remains responsible for all legal and tax
      consequences of his/her compensation. The Assistant acknowledges his/her
      familiarity with the manner under which assignments are made, he/she
      agrees that the assignment of duties is strictly under the guidelines set
      forth by ASA and are made to provide the suitable Assistant for the job
      and are not based on any personal preferences, there is no set minimum of
      number of hours or number of cases assigned to each
      Assistant. Surgeons' preference and other technical considerations may
      affect the number of hours and/or cases allocated to each
      Assistant.

              


      

       

       

      
        
           

        

        
           

          
            
 

        

        
           

        

      

       

       

       

      
        	
                 
      

              	
                C.
      Payment will be made to the Assistant on the fifteenth and the
      thirtieth days of the month for cases done in the two work weeks prior to
      the eighth and the twenty third days of the month
      respectively.

              


      

       

      4. Confidentiality
and Non-Competition:

       

      Assistant
agrees that during the term of this Agreement and the following two years after
termination there of, not to reveal to, discuss with or divulge to any person or
persons or entities any proprietary documents, copies of documents, trade
secrets, confidential information, patient information, patient medical records
and/or copies there of, details of procedures, diagnosis, photographs or any
information regarding ASA and/or it's patients or clients. The Assistant shall
not directly or indirectly offer his/her services as described in the attached
job description to any of ASA's client. This covenant shall remain in force for
the duration of this Agreement and shall remain in full force for a period of
One Year from date of termination of Agreement.

       

      The
Assistant acknowledges his/her familiarity of and responsibility to abide by all
HIPAA (Health Information Portability and Accountability Act) regulations
pertinent to surgical assisting and agrees to be in full compliance with HIPAA
regulations at all times. The Assistant also acknowledges his/her familiarity of
and responsibility to abide by all JCAHO (Joint Commission Accreditation of
Hospital Organization) regulations pertinent to surgical assisting, to include
the National Patient Safety Goals, and agrees to be in full compliance with
JCAHO regulations at all times.

       

      In the
event of any breach, ASA shall be entitled to full injunctive relief without
need to post bond, which rights shall be cumulative with and not necessarily
successive or exclusive of any other legal rights. This Agreement shall be
binding and inure to the benefit of the parties, their successors, assignees and
representatives. Upon breach the Assistant shall be responsible for all
reasonable attorneys' fees and costs incurred in the enforcement of this
Agreement. Assistant agrees not to contract with or offer his/her services to
any of ASA's client institutions or client surgeons under any circumstances
other than the terms of this Agreement until a period of One Year has passed
from the date he or she is no longer affiliated with ASA.

       

      II.
Assistant agrees to provide ASA with the following documentation and items at
the time of execution of this Agreement and agrees to provide ASA current
documentation throughout the terms of this Agreement

       

      
        	
                1.  

              	
                All
      documentation required by law for verification of the Assistant's
      immigration status or US Citizenship, and eligibility for gainful
      employment in the U.S.A.

              


      

      
        	
                2.  

              	
                Texas
      Surgical Assistant Permit (license) with current registration and in good
      standing.

              


      

      
        	
                3.  

              	
                Proof
      of current NSAA or ABSA certification and/or any required license or
      registration.

              


      

      
        	
                4.  

              	
                Proof
      of current professional liability insurance, with limits acceptable to ASA
      and its Clients

              
	5.
       	Proof
      of current CPR certification.
	6.
       	Provide
      his/her own pager with digital capability, unless provided through
      ASA.


      

       

      The
Assistant acknowledges that he/she shall provide the services of Surgical
Assistant under the direct supervision and instruction of the operating
physician(s) and within the assignments relayed by ASA and. communicated by the
operating physician(s) and that at all times he/she shall act within the scope
of his/her license and under the rules and regulations governing the standards
of conduct and patient care in the clients' facility as
relayed to him/her by the Operating Room Supervisor or his/her
representative.

       

      Assistant
acknowledges that all receivables generated from charges for services rendered
by Assistant are the property of ASA. Assistant also acknowledges the receipt of
compensation under this Agreement by Assistant is considered full payment for
such services.

       

      Breach of
any of these conditions and limitations, and/or improper conduct will be grounds
for immediate dismissal
without recourse.

       

       

      
        
           

        

        
           

          
            
 

        

        
           

        

      

       

       

      III. The
Assistant agrees to provide ASA with the front sheet of the patient's chart and
other documentation, as
instructed, within Twenty Four Hours from the performance of the
procedure, no documents or photocopies of any documentation shall be retained by
the Assistant except for the pink copy of the "Physicians Order for Surgical
Assistant Services" form.

       

      IV. Scheduling
cases for Assistants will be arranged by calling the Assistant within a
reasonable time or as soon as the case is scheduled with the client institution.
At all times the Assistant ON CALL shall remain available for emergency cases.
The response time will be as prompt as possible; however a response time of
Thirty Minutes is required to be adhered to whenever it is safely
possible.

       

      V. All
rights, powers and remedies granted under any term of this Agreement are in
addition to, and not in limitation of any rights, powers or remedies which are
granted under any other terms of this Agreement, at common law, in equity, by
statute or otherwise, and all may be exercised separately or concurrently, in
such order and as often as deemed necessary by either party. No delay or
omission by either party to exercise any right, power or remedy shall impair
such right, power or remedy or be construed as waiver of any breach or default
hereunder and shall not constitute any waiver of future or subsequent breach or
default.

       

      VI. This
Agreement constitutes the entirety of the Agreement between the parties with
respect to the subject matter thereof. This Agreement supersedes any verbal or
written Agreements prior to the date of this Agreement. Any provision of this
Agreement that is held to be unenforceable for any reason shall not in any way
shape or manner affect the validity of the remainder of this Agreement.
Amendments and appendices or modifications to any of the terms of this Agreement
shall not be valid unless executed in writing and signed by both
parties.

       

      VII. The
laws of the State of Texas are the laws governing this Agreement and all related
matters.

       

      The
signatory hereto does hereby represent individually and on behalf of the
respective party whose name is this Agreement is being executed for whom the
signatory hereto states that he/she is a duly authorized agent of such party and
is authorized to execute the Agreement on its behalf.

       

      ASA
address is:

       

      American
Surgical Assistants, Inc. 

      10039
Bissonnet Street, Suite 250 

      Houston,
Texas 77036-7852

       

      Assistant's
address is:

       

      Jose J.
Chapa, Jr.

      8726
Cedardale Drive 

      Houston,
Texas 77055

       

    

     

    
      
        
          
            
              	
                      For
      ASA:

                    	 
      	
                      Assistant

                    
	 
      	 
      	 
      
	
                      Zak
      Elgamal, LSA

                    	 
      	
                      Jose
      J. Chapa, Jr., LSA

                    
	
                       

                      /s/ 
      Zak Elgamal

                    	 
      	
                      /s/ 
      Jose J. Chapa,
Jr.,