f10k2008a1ex10ii_amersrgical.htm


     

    
 

    Exhibit
10.2

     

     

    SERVICE
AGREEMENT

     

    between

     

    AMERICAN
SURGICAL ASSISTANTS, INC.

     

    and

     

    PROFESSIONAL
SURGICAL ASSISTANTS, INC.

     

    July
1, 2002

    


     

     

    
      
        
        

      

      
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    TABLE
OFCONTENTS

     

     

       
RECITALS

     

    I.
SERVICE AGREEMENT

     

    1.1
Definitions.

    1.1-1
Service Fee 1.1-2 ASA Expense 1.1-3 ASA Services L1-4 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 13-2 ASA
Personnel

    A. Providers
and other Personnel

    B. ASA
Services

    C.
Adherence to Professional Standards

    13-3
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. Payment

     

    II
TERM AND TERMINATION

     

    2.1
Initial and Renewal Term

    2.2
Terthination

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


    2.2-2
Termination On Notice of Default

    2.23
Compliance

    2.3
Effects of Termination

     

     

    
      
        
        

      

      
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    III.
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

     

     

    
      
        
        

      

      
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    SERVICE
AGREEMENT

     

     

    THIS
SERVICE AGREEMENT ("Services Agreement") is made and entered into effective as
of the 1st day of July 1, 2002 ("Effective Date"), by and between American
Surgical Assistants, Inc., a Texas limited liability partnership (" ASA"), and
Professional Surgical Assistants, Inc., a Texas
Corporation ("PSAS").

     

    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,
PSAS oper-ates 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
ofsurgical 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,
PSAS 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.

     

    1.11
Service
Fee.  The term " Service Fee" means the weekly fee, established
pursuant to this Agreement, paid by ASA to PSAS to provide weekly compensation
to PSAS.

     

    1.1-2
ASA Expense.
The term" ASA Expense" means an expense or cost that is incurred by PSAS
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
means the initial and any renewal periods of duration of this
Agreement.

     

     

    
      
        
        

      

      
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    APPOINTMENT AND
AUTHORITY

     

    1.2-1
Appointment. ASA appoints PSAS as an
agent for the Services indicated herein, except as otherwise specifically agreed
in writing by ASA and PSAS. PSAS 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 PSAS 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.
PSAS 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
PSAS.

     

    COVENANTS AND
RESPONSIBILITIES

     

    1.3-1
Quality Assurance, Utilization
Review, Provider Qualifications.  PSAS 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 onsite support for
ASA's quality-assurance and utilization-review and other programs that may be
required under ASA's contracts with hospitals.

     

    PSAS
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. PSAS's failure to adhere to this standard will be
grounds for termination of this Agreement.

     

    1.3-2
ASA Personnel. PSAS 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. PSAS
shall retain, at the expense of ASA, the number of Providers and healthcare
personnel sufficient in the reasonable business judgment of PSAS, 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. PSAS 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.

     

     

    
      
        
        

      

      
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    B.  ASA
Services.  PSAS shall be responsible for scheduling Providers
in accordance with the terms set by ASA and Service Agreements between ASA and
hospitals. PSAS 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. PSAS 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 ccorrmiunity wherein ASA provides
services.

     

    1.3-3
Confidentiality. PSAS agrees to keep
confidential and not to take, retain, use, or disclose to others during the term
of ON 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 AS A' s business or financial conditions, trade secrets
of ASA, or any Matter or thing ascertained by PSAS through PSAS'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. PSAS further agrees that
upon termination or expiration of this Agreement, PSAS 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, illes,
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, PSAS 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. PSAS
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
PSAS's Insurance. Throughout the Term,
PSAS shall obtain and maintain with commercial carriers, through self-insurance,
or by some combination thereof, appropriate comprehensive general liability
insurance covering PSAS, in such amounts, on such basis, and upon such terms and
conditions as PSAS deems appropriate. Upon the request of ASA, PSAS shall
provide ASA with a certificate evidencing such insurance coverage.

     

    1.3-5 Billing and Collection. During the
term of this Agreement PSAS 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 PHBS under its Administrative
Services Agreement with ASA.

     

    1.4
COVENANTS AND
RESPONSIBILITY OF ASA

     

    1.4-1
Organization
and Operation. ASA, as a continuing condition of PSAS'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.

     

     

    
      
        
        

      

      
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    1.4-2
Confidential
and Proprietary
Information. ASA acknowledges the confidentiality of its relationship
with PSAS and of any confidential information of which it may learn or obtain
during the Term. of this Agreement ASA agrees 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 PSAS or by law, any secrets or
confidential technology, proprietary information, strategic plans, patient lists
or records, documents pertaining to PSAS's business or financial conditions
(including the terms of this Agreement), trade secrets of PSAS, or any matter or
thing ascertained by ASA through ASA' s relationship with PSAS, the use or
disclOsure of which matter or thing might reasonably be construed to be contrary
to the best interests or trade secrets of PSAS. 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 fiom
PSAS, any papers, patient lists, fee books, files, or other documents or
copies thereof or other confidential information of any kind belonging to PSAS
or pertaining to PSAS's business, sales, financial condition, or products.
Without limiting other possible remedies to PSAS 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.

     

    1.5 FINANCIAL
ARRANGEMENT

     

    1.5-1
Service
Fee. Fee an amount equal to the following: 

     

    PSAS
shall receive Fee an amount equal to the following:

     

    A.   Amount of
Service Fee: A annual fee of 5260,000.00 payable at $5,000.00 per week.
PSAS will be compensated for services performed by PSAS during the term of this
agreement. This fee shall be paid every Friday

     

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

     

    1.5.1-B.1
Automobile allowance sufficient to cover the purchase or lease price of an
automobile chosen by PSAS including but is not limited to the purchase price,
daily maintenance expenses, fuel expense, insurance expenses and premiums and
all repairs,

    1,5,1-B.2
life insurance on the representative of PSAS in the amount of $5,000,000.00
payable to a beneficiary chosen and assigned by PSAS.

    1.5.1-13.3
Health insurance coverage with ASA reimbursing PSAS for any portions thereof
that are deemed not covered by the insurance carrier.

    I,5:1-B.4
Disability insurance in the amount of $10,000.00 per month for a minimum of five
years following any disability that lasts more than 90 days.

    1.5,1-B,5
An expense account in the amount of $10,000.00 per month.

    1.5.1-B.6
A buy-out, one-time compensation equal to the total of the remaining fees
payable to PSAS and the time this Agreement is terminated, and a termination
Severance pay of $3,000,000.00 payable to PSAS at the time of
termination.

    1.5.1-B.7
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.

     

     

    
      
        
        

      

      
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    II.
TERM AND
TERMINATION

     

    2.1 INITIAL TERM AND RENEWAL TERM. The
Term of this Agreement shall be for an
initial period of three (3) years after the Effective Date of this Agreement and
shall be automatically renewed for any successive period, provided that neither
PSAS 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-Pa 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
PSAS and ASA are unable to timely (in recognition of the applicable laws) agree
upon an arrangement, this Agreement shall terminate immediately.

     

    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 PSAS, 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, PSAS shall surrender to ASA all books and records pertaining to
ASA's business.

     

     

    
      
        
        

      

      
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    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:

     

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

     

    PSAS:

     

    Professional
Surgical Assistants, Inc. P.O. BOX 1172, Alief Texas 77411

     

    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 shell 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.

     

    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 easonably

    
       

       

      
        
          
          

        

        
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        may
exercise discretion, the parties agree that the consent or approval shall not be
umeasonably 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
non-payment 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 te~ 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.

         

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

         

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	

                                  ASA:

                                	AMERICAN
      SURGICAL ASSISTANTS, INC	 
	 	 	 	
                                  MARGARET
      CRUZ

                                
	
                                   

                                	
                                  By:
      

                                	/s/ Zak
      W. Elgamal	
                                  MY
      COMMISSION EXPIRES

                                
	 	Title:	President 	
                                  OCTOBER
      24, 2007

                                
	 	 	 	 
	 	 	 	 
	And:	By:	/s/ Jaime
      Olmo	
                                  MARGARET
      CRUZ

                                
	 	Title:	V.P	
                                  MY
      COMMISSION EXPIRES

                                
	 	 	 	
                                  OCTOBER
      24, 2007

                                
	 	 	 	 
	PSAS:	PROFESSIONAL
      SURGICAL ASSISTANTS, INC	 
	 	 	 	 
	 	By:	/s/ Jaime
      Olmo	
                                  MARGARET
      CRUZ

                                
	 	Title:	V.
      President	
                                  MY
      COMMISSION EXPIRES

                                
	 	 	 	
                                  OCTOBER
      24, 2007

                                
	 	 	 	 
	CSAS:	AS
      AN AFFECTED PARTY ACKNOWLEDGMENT OF THIS AGREEMENT
	 	 	 	 
	 	
                                  CERTIFIED
      SURGEON ASSISTANT SERVICES, INC.

                                	 
	 	 	 	 
	 	By:	/s/
      Zak W. Elgamal	
                                  MARGARET
      CRUZ

                                
	 	Title:	Presieent	
                                  MY
      COMMISSION EXPIRES

                                
	 	 	 	
                                  OCTOBER
      24,
2007

                                


                        

                      

                    

                  

                

              

            

          

        



    

     

     

     

    
      
        
        

      

      
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    Agreement

    dated


    May
1,

    2006

     

     

     

     

    
      
        
        

      

      
         

        
          

        

      

      
        
        

      

    

     

     

     

    AGREEMENT
RENEWAL

     

     

    This is
an Agreement between American Surgical Assistants, Inc., of 10039 Bissonnet
Suite 250, Houston, Texas, 77036, hereby referred to as ASA, and Jaime Olmo Jr. of 110903 Ashland Bridge Lane, Sugar Land, Texas 77478, SS#
###-##-#### hereby referred to as "Assistant'.

     

    1. 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
September 1, 1999, for an initial period of five years. This Agreement shall be
renewed automatically 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 and Thirty TwoThousand Dollars
      ($132,000.00) payable in two equal semi-monthly payments of
      $5500.00. Assistant agrees to maintain a daily work coverage schedule of
      Monday through Friday. This compensation applies to services rendered
      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 One hundred
      Dollars 01100.00) per hour will be paid to the Assistant for overtime
      (over 40 hours per week).

            


    

    
      	
              B.  

            	 


    

    
      	
               
      

            	
              C.
      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 jab 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 Call 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 jab
      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.

            


    

    


     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

     

    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 entitles 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 institutions or client surgeons, or
engage in doing business within an extended radius of Ten (10) Miles from the
present address of ASA at 10039 Bissonnet Street, Suite 250, Houston, Texas
77036-7852. This covenant shall remain in force for the duration of this
Agreement and shall remain in full force far a period of Two Years 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.

     

    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 far 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.
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.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    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:

     

    10903 Ashland Bridge
Lane, 

    Sugar
Land,
Texas
774713,

     

     

    For
ASA:                                                                                            Assistant

     

    Zak
Elgamal & Jaime Olmo
Jr.                                                          Jaime
Olmo, Jr.

     

    /s/
Zak Elgamal & /s/
Jaime Olmo
Jr.                                         
   /s/ Jaime
Olmo Jr. 

     

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

    
    

    


     

    Agreement

     

    dated


    November
17,

    2006

     

     

    
      
        
        

      

      
         

        
          

        

      

      
        
        

      

    

     

    
 

     

    ADDENDUM
TO SERVICE/CONSULTANT AGREEMENT

     

    BETWEEN

     

    "ASA,
INC."

     

    AND

     

    "PROFESSIONAL
SURGICAL ASSISTANTS, INC. and JAI1V1E OLMO, Jr."

     

    November
17, 2006

     

    Effective
the Payroll due on
November 17, 2006, this addendum replaces Article (1.4) of the
Service/Consulting Agreement between "ASA, Inc." and "Professional Surgical
Assistants, Inc. and Jaime Olmo, Jr.". The annual payment due to Professional
Surgical Assistants shall
be payable as follows:

     

    
      	
              1.  

            	
              A
      payment of $10,000.00 for expenses shall be made once a month to
      Professional Surgical Assistants, Inc., this
      payment is due on the fifteenth day of the month unless it is a
      weekend, then payment vvillbe made on the immediately following work
      day.

            


    

     

    
      	
              2.  

            	
              A
      payment of $1,000.00 for automobile allowance shall be made once a month
      to Professional 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.

            


    

     

    
      	
              3.  

            	
              A
      fee of ($260,000.00) shall be added to the payroll check of Jaime Olmo 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 Professional
      Surgical Assistants, Inc. 

                  Jaime Olmo, Jr.

                   

                  /s/
      Jaime Olmo, Jr.

                

              	
                APPEARED
      BEFORE ME ON 

                NOVEMBER
      17, 2006

                
                  Jaime
      Olmo Jr. and,

                  Zak
      Elgamal

                  Margaret Cruz,
      Notary Public

                

              
	 	 
	 	 
	
                For Jaime Olmo,
      Jr.

                Jaime
      Olmo, Jr.

                 

                /s/
      Jaime Olmo, Jr.

              	 


                MARGARET
      CRUZ

                MY
      COMMISSION EXPIRES 

                OCTOBER
      24, 2007

              
	 	 
	 	 
	
                For
      ASA, Inc.

                Zak
      W. Elgamal and Jaime Olmo, Jr.

                 

                /s/
      Zak Elgamal & /s/
      Jaime Olmo Jr.   

              	Margaret Cruz


      

    

     

     

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

     

    RENEWAL
OF SERVICE AGREEMENT

     

    This
addendum ("Renewal of Service Agreement') is made and entered into effective the
1st day ()fluty I, 2005 ("Effective Date"), by and between American Surgical
Assistants, Inc., a Texas corporation (" ASA"), and Professional Surgical
Assistants, Inc., a Texas corporation ("PSAS"),

     

    RECITALS:

     

    This is a
renewal ofthe Service Agreementinto on July I, 2002 with the following
modifications: 

     

    Item: I.
CONSULTING SERVICES PROVIDED: 1.5.1-11.3 is
added:

     

    I.5.1-B.8
EFFECTS OF TERMINATION ON
OWNERSHIP OF STOCK.: Termination of this Agreement
shall not affect in
anyway the ownership and or rights of ownership by PSAS of shares in ASA
or any of its assignees or successors.

     

    Item: II
TERM
TERMINATION:
2.1 INITIAL TERM AND RENEWAL TERM: Shall be changed to lead
as follows:

     

    Item
II. TERM AND
TERMINATION: 2.1 INITIAL TERM AND RENEWAL TERM: The term of the Agreement
shall be FIVE years from the date of this renewal, to be automatically renewed
for equal teems unless either party mortifies the other, in writing, within
sixty (60)
days ofthe desire not to renew this Agreement.

     

    All other
teams and conditions of the renewed Agreement shall remain in farce without
modification.

     

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

     

     

    
      
        
          	
                  AMERICAN SURGICAL
      ASSISTANTS, INC.

                	 
	 	 
	By: /s/
      Zak Elgamal 	By: /s/
      Jaime Olmo Jr.
	 	 
	Title	Title
	 	 


        

      

    

     

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	PSAS:	
                                    PROFESSIONAL
      SURGICAL ASSISTANTS, INC.

                                  
	 	 
	 	By: /s/ Jaime Olmo
      Jr.
	 	 
	 	Title: V.
      President
	 	 
	 	 
	CSAS:	AS AN AFFECTED PARTY
      ACKNOWLEDGMENT OF THIS AGREEMENT
	 	 
	 	
                                    CERTIFIED
      SURGEON ASSISTANT SERVICES, INC.

                                  
	 	 
	 	By: /s/
      Zak Elgamal 
	 	 
	 	Title: 
	 	 


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    Appeared before me /s/ Margaret Cruz
on Sept 8, 2005 at Houston, Harris Coutny
Texas.

     

    My
Commission expires on Oct 24,
2007

     

    MARGARET CRUZ

    MY
COMMISSION EXPIRES 

    OCTOBER 24,
2007


    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

     

    Agreement

     

    dated

     

    December
1,

    2006

    


     

     

     

    
      
        
        

      

      
         

        
          

        

      

      
        
        

      

    

     

     

    December
1, 2006

     

    Board of
Directors

    ASAH
Corp.

    10039
Bissonnet #250 Houston, Texas 77036

     

    Dear
Board of Directors:

     

    In
reference to our respective Service Agreements which were amended in November
2006 we hereby agree to waive any claims for payment of the $260,000 owed in
accordance with such agreements. All other benefits and compensation set forth
in such agreement shall remain in full
force and effect.

     

    
      	 	Very truly
      yours
	 	 
	 	/s/ Zak Elgamal
  
	 	
              Zak
      Elgamal

               

              
                /s/Jaime
      Olmo-Rivas

                
                  Jaime Olmo-Rivas

                

              

            


    

     

     

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

     

     

     

     

    Assistant's
address Is: 

    15231
Black Falls Lane, 

    Sugar
Land, Texas 77478

     

    
      
        	
                For
      ASA:

                Zak
      Elgamal & Jaime Olma Jr.

              	
                Assistant:

                Zak
      Elgamal

              
	
                 

                /s/ Zak
      Elgamal & Jaime Olma
      Jr.

              	
                
                  /s/
      Zak Elgamal

                

              


      

    

     

     

     

     

     

     

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    
 

     

    Agreement

     

    dated

    November
17,

    2006

     

     

     

    
      
        
        

      

      
         

        
          

        

      

      
        
        

      

    

    
 

     

    ADDENDUM
TO SERVICE/CONSULTANT
AGREEMENT

     

    BETWEEN

     

    "ASA, INC."

     

    AND

     

    "CERTIFIED
SURGEON ASSISTANT SERVICES, INC. and ZAK
ELGAMAL

     

    November
17, 2006

     

    Effective
the Payroll due on November
17, 2006, this addendum replaces Article (1.4) of the Service/Consulting
Agreement between "ASA, Inc." and "Certified Surgeon, Assistant Services, Inc.
and Zak Elgamel The annual payment due to Certified Surgeon Assistant Services,
Inc. shall be payable as follows:

     

    
      	
              1.  

            	
              A
      payment of $10,000.00 for expenses shRli
      be made once a month to Certified Surgeon Assistant Services, 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 Certified Surgeon.
      Assistant Services, 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.

            
	 	 
	3.
       	
              A
      fee
      of ($260,000.00) shall be added to the payroll check of Zak
      Elgamal. in Twenty Six equal
      Payments due with the regular payroll cheek 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 Certified
      Surgeon Assistants Services, Inc. 

                    Zak  Elgamal 

                     

                    /s/
      Zak Elgamal 

                  

                	
                  APPEARED
      BEFORE ME ON 

                  NOVEMBER
      17, 2006

                  
                    Zak
      Elgamal and Jaime Olmo Jr. 

                    Margaret Cruz,
      Notary Public

                  

                
	 	 
	 	 
	
                  For Zak 
      Elgamal 

                  Zak 
      Elgamal 

                   

                  /s/
      Zak  Elgamal 

                	 
      

                  MARGARET
      CRUZ

                  MY
      COMMISSION EXPIRES
      

                  OCTOBER
      24, 2007

                
	 	 
	 	 
	
                  For
      ASA, Inc.

                  Zak
      W. Elgamal and Jaime Olmo, Jr.

                   

                  /s/
      Zak Elgamal & /s/
      Jaime Olmo Jr.   

                	Margaret
Cruz


        

      

    

    
       

    

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

     

     

    Agreement

     

    dated

     

    December
1,

    2006

     

     

    
 

    
      
        
        

      

      
         

        
          

        

      

      
        
        

      

    

     

    December
1, 2006

     

    Board of
Directors

    AS.AH
Corp.

    10039
Bissormet #250 Houston, Texas 77036

     

    Dear
Board of Directors:

     

    In
reference to our respective Service Agreements which were amended in November
2006 we hereby agree to waive any claims
for payment of the $260,000 owed in accordance with such agreements. All
other
benefits and compensation set forth in such agreement shall remain in
full force and effect.

     

    
       

      
        	 	Very truly
      yours
	 	 
	 	/s/
      Zak Elgamal 
	 	
                Zak
      Elgamal

                 

                
                  /s/Jaime
      Olmo-Rivas

                  
                    Jaime Olmo-Rivas

                  

                

              


      

       

       

    

     

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

     

    AMENDMENT
TO THE SERVICE/CONSULTING

     

    AND

     

    EMPLOYEMENT
AGREEMENTS

     

    March 19,
2007

     

    Board of
Directors

    American
Surgical Holdings, Inc.

    10039
Bissonnet #250 Houston, Texas 77036

     

    Dear
Board of Directors:

     

    In
reference to those certain Service/Consulting and Employment Ageements between
ASA, Inc. and Zak Elgamal, and Jaime Olmo-Rivas, and their respective individual
corporations ("Agreements"), these Ageements are hereby modified to confirm the
understanding amongst the parties and the Company that the $3,000,000
termination payment set forth in the Service/Consulting Agreements shall only
become due and payable in the circumstance where the Company, upon written
unanimous resolution of all directors, terminates the Service/Consulting
Agreements with the Company for reasons other than cause. In the event that any
of the named parties (other than the Company) terminate such Agreement for any
reason prior to the maturity of the Agreement or should the Agreements reach
maturity of the then current term, the termination penalty is neither due nor
payable by the Company. For purposes of these Agreements, Cause shall be defined
as the conviction of the person for any felony criminal act. All other benefits,
compensations, and terms set forth in such agreements shall
remain in full force and effect.

     

    It is
also hereby agreed that the Employment Agreements between the company and Zak
Elgamal and Jaime Olmo-Rivas, shall remain in force, in accordance with their
individual terms and are not in any manner related to the Agreements set forth
above. We also agree that effective January 1, 2007, Zak Elgamal and Jaime
Olmo-Rivas shall each be entitled to an annual bonus equal
to two (2%) percent of the increase in Gross Annual Revenue of the prior
year, payable by the end of the first quarter of the current fiscal year. In
addition, both Mr. Elgamal and Mr. Olmo-Rivas shall each receive 500,000 stock
options, vested over three years, distributed quarterly, with a strike price
equal to the average of the closing price of the last five business days prior
to execution of this letter Agreement. Both Zak Elgamal and Jaime Olmo-Rivas
shall have a non-compete clause for three years and such clause shall be
extended to five years in the event that either Zak Elgamal and Jaime Olmo-Rivas
sell more than 250,000 shares of the option within any calendar year during the
term of their Employment Agreements. The non-compete clause does not apply to
the ability of Zak Elgamal and Jaime Olmo –Rivas to practice their profession
individually as surgical assistants.

     

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    The laws
of the State of Texas govern this amendment and the Service/Consulting and the
Employment Agreements mentioned herein.

     

     

    ACCEPTED
AND AGREED TO BY: 

     

     

    AMERICAN
SURGICAL HOLDINGS, INC.

     

    By: /s/
Zak Elgamal

     

     

     

    ASH
INC

     

    By:
/s/
Jaime
Olmo-Rivas

     

     

     

    /S/
ZAK ELGAMAL

         
ZAK ELGAMAL

     

    /S/ 
JAIME OLMO-RIVAS

          
JAIME OLMO-RIVAS

     

     

    -4-