f10k2008a1ex10iii_amersrgcal.htm


     

    
      Exhibit
10.3



       

      ADDENDUM
TO SERVICE/CONSULTANT AGREEMENT

      BETWEEN

      "ASA,
INC."

      AND

      "KATY
SURGICAL ASSISTANTS , INC. and BLAND CHAMBERLAIN, 111"

       

      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 "Katy Surgical
Assistants, Inc. and Bland Chamberlain, III, The annual payment of $260,000.00
due to Katy Surgical Assistants shall be payable as follows:

       

      
        
          	
                   
      1.   

                	
                  A
      payment of $5,000.00 for expenses shall be made once a month to Katy
      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 Katy 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.  

              	
                The
      remainder of the Service/Consultant Agreement fee of $200,000.00 shall be
      added to the payroll check of Bland Chamberlain, DI 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 Katy
      Surgical Assistants, Inc. 

                      Bland Chamberlain, III

                       

                      /s/
      Bland Chamberlain, III.

                    

                  	
                    APPEARED
      BEFORE ME ON
      

                    NOVEMBER
      17,
      2006

                    
                      Zak
      Elgamal and

                      Bland Chamberlain, III

                      Margaret Cruz,
      Notary Public

                    

                  
	 	 
	 	 
	
                    For Bland
      Chamberlain,
      III

                    Bland
      Chamberlain, III

                     

                    /s/
      Bland Chamberlain, III

                  	 
      

                    MARGARET
      CRUZ

                    MY
      COMMISSION EXPIRES
      

                    OCTOBER
      24, 2007

                  
	 	 
	 	 
	

                    For
      ASA, Inc.

                    Zak
      W. Elgamal 

                     

                    /s/
      Zak
      Elgamal

                  	Margaret
      Cruz


          

        

         

      

       

       

       

       

      
        
           

        

        
           

          
            
 

        

        
           

        

      

       

      ADDENDUM
TO SERVICE/CONSULTANT AGREEMENT

      BETWEEN

      "ASA,
INC."

      AND

      "KATY
SURGICAL ASSISTANTS , INC. and BLAND CHAMBERLAIN, HI"

       

      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 "Katy Surgical
Assistants, Inc. and Bland Chamberlain, III, The annual payment of $260,000.00
due to Katy Surgical Assistants shall be payable as follows:

       

      
        	
                 
      1.    

              	
                A
      payment of $5,000.00 for expenses shall be made once a month to Katy
      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 Katy 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.  

              	
                The
      remainder of the Service/Consultant Agreement fee of $200,000.00 shall be
      added to the payroll check of Bland Chamberlain, III 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 Katy
      Surgical Assistants, Inc. 

                        Bland Chamberlain, III

                         

                        /s/
      Bland Chamberlain, III.

                      

                    	
                      APPEARED
      BEFORE ME ON
      

                      NOVEMBER
      17,
      2006

                      
                        Zak
      Elgamal and

                        Bland Chamberlain, III

                        Margaret Cruz,
      Notary Public

                      

                    
	 	 
	 	 
	
                      For Bland
      Chamberlain,
      III

                      Bland
      Chamberlain, III

                       

                      /s/
      Bland Chamberlain, III

                    	 
      

                      MARGARET
      CRUZ

                      MY
      COMMISSION EXPIRES
      

                      OCTOBER
      24, 2007

                    
	 	 
	 	 
	

                      For
      ASA, Inc.

                      Zak
      W. Elgamal 

                       

                      /s/
      Zak
      Elgamal

                    	Margaret
      Cruz


            

          

           

        

      

       

      
        
           

        

        
           

          
            
 

        

        
           

        

      


       

       

      AGREEMENT

       

      This is
an Agreement between American Surgical Assistants, Inc., of 10039 Bissonnet
Suite 250, Houston, Texas, 77036, hereby referred to as ASA, and Bland E.
Chamberlain, Ill, of 4010 Fulford Court, Katy, Texas, 77450, 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
for an
initial period of one year. This Agreement shall be renewed annually, in
writing, 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 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 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.

              


      

       

       

       

      
        
           

        

        
          -1-

          
            
 

        

        
           

        

      

       

      
        	
                 
      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 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 for 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.

       

      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.

       

       

      
        
           

        

        
          -2-

          
            
 

        

        
           

        

      

       

      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:

       

      Bland E.
Chamberlain, III, LSA

      4010
Fulford Court Katy, Texas 77450

       

       

      For
ASA:                                                                                               Assistant:

       

      Zak
Elgamal                                                                                           Bland
E. Chamberlain, III, LSA

       


      /s/
Zak
Elgamal                                                                                   /s/
Bland E. Chamberlain, III

       

      11/18/05

       

       

      
        
           

        

        
          -3-

          
            
 

        

        
           

        

      

       

       

       

      SERVICE/CONSULTANT
AGREEMENT

       

      between

       

      AMERICAN
SURGICAL ASSISTANTS, INC.

       

      and

      Katy
Surgical Assistants, Inc. and Bland Chamberlain, III

       

      November
16, 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 InfoLmation

       

      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, Administrative, or Third Party Payment
Change.

      2.2-2
Termination On Notice of Default 

      2.2.3
Compliance

      2.3
Effects of Termination

       

       

      
        
           

        

        
          -2-

          
            
 

        

        
           

        

      

       

       

      
        
          	
                  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

       

       

      
        
           

        

        
          -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 Katy Surgical Assistants, Inc.") a Texas Corporation, TIN
76-0455301.and Bland Chamberlain, III herein referred to as
("KSAI).

       

      RECITALS:

       

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

       

      A. Whereas,
ASA is foLmed 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,
KSAI 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, ax.pertise, 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,
KSAI
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 teLm 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
KSAI to provide weekly compensation to KSAI.

       

      1.1-2
ASA
Expense.  The
term" ASA Expense" means an expense or cost that is incurred by KSAI 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 KSAI as an agent for the Services indicated herein, except as
otherwise specifically agreed in writing by ASA
and KSAI. KSAI 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, KSAI 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.
KSAI 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 KSAI.

       

       

      
        
           

        

        
          -5-

          
            
 

        

        
           

        

      

       

       

      COVENANTS
AND RESPONSIBILITIES

       

      1.3-1
Quality
Assurance. Utilization Review.
Provider  Qualifications.  KSAI 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.

       

      KSAI
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. KSAI'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 KSAI, 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. KSAI 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.
KSAI 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. KSAI 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. KSAI will insure that each A6A
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.
KSAI agrees to keep confidential and not to take, retain, use, or
disclose to others during the tern 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 KSAI through KSAI'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. KSAI further agrees that
upon termination or expiration of this Agreement, KSAI 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, KSAI
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. KSAI 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
KSAI's
Insurance. Throughout the Term, KSAI
shall obtain and maintain with commercial carriers, through
self-insurance, or by some combination thereof, appropriate comprehensive
general liability insurance covering KSAI, in such amounts, on such basis, and
upon such teLuls and conditions as KSAI
deems appropriate. Upon

      the
request ofASA, KSAI
shall provide ASA
with a

      certificate
evidencing such insurance coverage.

       

      1.3-5
Billing
and Collection.  During the teLm of this Agreement
KSAI 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 perfoluted 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 KSAI'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 KSAI
and of any confidential info/ovation of which it may learn or obtain
during the TeLm 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 infoLination, strategic
plans, patient lists or records, documents pertaining to business or financial
conditions (including the teLLus of this Agreement), trade secrets of, or any
matter or thing ascertained through ASA' s relationship with KSAI, 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 KSAI, any papers, patient
lists, fee books, files, or other documents or copies thereof or other
confidential infoLluation of any kind belonging to KSAI or pertaining to KSAI's
business, sales, financial condition, or products. Without limiting other
possible remedies to KSAI 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.  KSAI 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 KSAI:. Additionally, KSAI 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 KSAI and the time this Agreement is terminated, and a termination
Severance pay of $3,000,000.00 payable to KSAI at the time of
termination.

       

      1.5.1-8.4
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 KSAI nor ASA shall have given notice of termination of
this Agreement sixty (60) days before the end of the initial term or any renewal
te/m, 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 confoLms to such new legislation or regulation
but otherwise contains substantially the same business
texius as possible. If KSAI 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 KSAI, 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 texmination, 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, KSAI shall surrender to ASA all books and records pertaining to
ASA's business.

       

      III.
MISCELLANEOUS.

       

      3.1 NOTICES.
Anynotice, 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;

       

       

      
        
           

        

        
          -10-

          
            
 

        

        
           

        

      

       

      ASA:

       

      American
Surgical Assistants, Inc.10039 Bissonnet St. 

      Suite 250
Houston, Texas 77036

       

      KSAI and
Bland Chamberlain, III:

       

      4010
Fulford Court, Katy, Texas 77450

       

      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 perfacwance 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,
ex.plosions,
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 teLlits of this Agreement.

       

      3.10
SEVERABILITY.  The
parties have negotiated and prepared the teilas 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
teLms, 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 teLms, 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 hall 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 intoand
executing this greement,
he parties rely solely upon the representations and agreements in this Agreement
and upon no others.

       

      IN WITNESS
WHEREOF, ASA and KSAI 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.

                                          
	 	 
	 	By: /s/
      Zak Elgamal
    
	 	 
	 	Title:
      President
	 	 
	 	 
	 	      
                                            Katy  Surgical
      Assistant Services, Inc. and Bland
      Chamberlain, III

                                          
	 	 
	 	By: /s/
      Bland
      Chamberlain,
      III
	 	 
	 	Title:
      President
	 	 


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

         

        Appeared before me Bland
Chamberlain, III on 11-16-2005
at Houston, 

        My Commission expires
on 9-13-2009

        {SEAL}

         

        /s/
Donna Jean Scott  Notary Public for the state of
Texas

         

      

       


      
        Appeared before me Zak W.
Elgamal on 11-16-2005
at Houston, 

        My Commission expires
on 9-13-2009

        {SEAL}

         

        /s/
Donna Jean Scott  Notary Public for the state of
Texas

      

       

       

       -13-