Exhibit 10.63


 


AMENDMENT
NUMBER ONE TO SECURITY AGREEMENT


 


This AMENDMENT NUMBER ONE TO SECURITY AGREEMENT (this “Amendment”),
dated as of July 6, 1999, is entered into by and between Pegasus Medical
Group, Inc., a California professional medical corporation (“Physician  Group”),
and Sierra Medical Management, Inc., a Delaware corporation (“Manager”),
with reference to the following facts:


 


A.                                   Physician Group and Manager have previously
entered into that certain Security Agreement (“Physician Group”), dated as of
October 31, 1997 (as amended from time to time, the “Agreement”):


 


B.                                     Physician Group and Manager desire to amend
the Agreement in accordance with the terms and conditions hereof.


 


NOW, THEREFORE, the parties hereto hereby agree as
follows:


 


1.                                       Defined Terms.  All
initially capitalized terms used but not defined herein shall have the meanings
assigned to such terms in the Agreement.


 


2.                                       Amendments to Section 1.


 


(a)                                  Section 1 of the Agreement is hereby
amended to add the following definition:


 


“ ‘Deposit Account’
means any demand, time, savings, passbook or like account now or hereafter
maintained by or for the benefit of Physician Group with a bank, savings &
loan association, a credit union or like organization, and all funds and
amounts therein, whether or not restricted or designated for a particular
purpose.”


 


(b)                                 The definition of “Collateral” set
forth in Section 1 of the Agreement is hereby amended in its entirety as
follows:


 


“ ‘Collateral’ means
any and all of the Accounts, Deposit Accounts, and Physicians Group’s Books, in
each case whether now existing or hereafter acquired or created, and any
proceeds or products of any of the foregoing, or any portion thereof, and any
and all Accounts, money, or other tangible or intangible property, resulting
from the sale or disposition of the Accounts or Deposit Accounts, or any
portion thereof or interest therein and the


 


1

















 


substitutions, replacements, additions,
accessions, products and Proceeds thereof.”


 


3.                                       Reaffirmation
of the Agreement. The Agreement as amended hereby and the Management
Agreement shall continue to be in full force and effect.


 


IN WITNESS WHEREOF, the parties hereto have
executed and delivered this Amendment as of the date first hereinabove written.


 


	
   

  	
  SIERRA MEDICAL MANAGEMENT,

  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ R.
  Stewart Kahn

  	
   

  
	
   

  	
  Name:

  	
   

  	
  R. STEWART
  KAHN

  	
   

  
	
   

  	
  Title:

  	
   

  	
  Executive
  Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PEGASUS MEDICAL GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ R.
  Stewart Kahn

  	
   

  
	
   

  	
  Name:

  	
   

  	
  R. STEWART
  KAHN

  	
   

  
	
   

  	
  Title:

  	
   

  	
  Asst Vice
  Pres.

  	
   

  
								



 


2