f10qsb0907ex10i_amersur.htm


    ADMINISTRATIVE
      SERVICES AGREEMENT

     

          
THIS
      ADMINISTRATIVE SERVICES AGREEMENT (the
      "Agreement") is entered
      into on this 1St
day of October,
      2007, by and between American Surgical Holdings,
      Inc., a Delaware corporation ("ASHI"), and North Point Consultants, Inc., a
      Florida corporation ("North Point").

     

    WITNESSETH:

     

    WHEREAS,
      ASHI, through its wholly-owned subsidiary, American Surgical
      Assistants, Inc., provides hospitals with licensed and certified surgical
      assistant services.

     

    WHEREAS,
      the principal owner of North Point, Alan Pritzker, (the "Owner")
      has experience in serving as a Chief Financial Officer of publicly-held
      corporations; and

     

    WHEREAS,
      ASHI desires to formally engage North Point to provide certain
      accounting and administrative services to it.

     

    NOW,
      THEREFORE, for and in consideration of the mutual covenants and
      agreements herein set forth, and for other good and valuable consideration,
      the
      receipt and sufficiency of which are hereby acknowledged, the parties hereby
      agree as follows:

     

    1.             RECITALS.
      All of the above recitals are true and correct.

     

    2.                TERM.
      This Agreement shall commence and become effective on October
      1,
      2007 (the "Effective Date") and shall continue until December 31, 2009.
      Notwithstanding the foregoing, the Agreement may in any event be terminated
      pursuant to Section 3 below.

     

    3.                TERMINATION.
      This Agreement shall terminate prior to its natural expiration,
      upon the first to occur of any of the following:

     

    3.1
      Breach. If a party is in any material respect in breach, default or
      violation of any provision of this Agreement and fails to cure such material
      breach, default or violation within 10 days after notice to do so ;
      or

     

    3.2
      Bankruptcy. Upon notice by either ASHI or North Point to the other if
      either ASHI or North Point is adjudicated as bankrupt or insolvent, files a
      voluntary petition in bankruptcy or a petition or answer seeking a
      reorganization, arrangement, composition, readjustment or other relief under
      any
      provision of any insolvency law, makes an assignment for the benefit of
      creditors, or files a petition for or consents to the appointment of any
      trustee, receiver or liquidator.

    


    
      
        
        

      

      
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    3.3
      For "Cause". By the Company, in the event of the Owner's death or
      Disability (as hereinafter defined) or for Cause (as hereinafter defined).
      For
      purposes of this Agreement,

     

    "Cause"
      shall mean either: (i) the indictment of, or the bringing of formal charges
      against, Owner by a governmental authority of competent jurisdiction for charges
      involving criminal fraud or embezzlement; (ii) the conviction of Owner of a
      crime involving an act or acts of dishonesty, fraud or moral turpitude by the
      Owner, which act or acts constitute a felony; (iii) Owner having committed
      acts
      or omissions constituting gross negligence or willful misconduct with respect
      to
      the Company; (iv) Owner having committed acts or omissions constituting a
      material breach of Owner's duty of loyalty or fiduciary duty to the Company
      or
      any material act of dishonesty or fraud with respect to the Company which are
      not cured in a reasonable time, which time shall be 30 days from receipt of
      written notice from the Company of such material breach; or (v) Owner having
      committed acts or omissions constituting a material breach of this Agreement,
      including any failure of the Owner to follow a directive from the Board of
      Directors and/or its Audit Committee, which are not cured in a reasonable time,
      which time shall be 30 days from receipt of written notice from the Company
      of
      such material breach. A determination that Cause exists as defined in clauses
      (iii), (iv), or (v) (as to this Agreement) of the preceding sentence shall
      be
      made in good faith and by at least a majority of the members of the Board of
      Directors.

     

    For
      purposes of this Agreement, "Disability" shall mean the inability of Owner,
      in
      the reasonable judgment of a physician appointed by the Board of Directors,
      to
      perform his duties of employment for the Company or any of its subsidiaries
      because of any physical or mental disability or incapacity, where such
      disability shall exist for an aggregate period of more than 120 days in any
      365—day period or for any period of 90 consecutive days. The Company shall by
      written notice to the Owner specify the event relied upon for termination
      pursuant to this Section 3.3, and this Agreement shall be deemed terminated
      as
      of the date of such notice.

     

    4.            DESIGNATION.ASHI
      hereby designates North Point as its exclusive agent to provide the services
      set
      forth in Section 6 of this Agreement.

     

    5.         INDEPENDENT
      CONTRACTER,

     

    5.1
      North
      Point shall act as an independent contractor and will hire employees who are
      qualified to provide the services to be performed hereunder. Nothing in this
      Agreement shall be construed to cause any of North Point's employees to be
      construed as employees of ASHI.

     

    5.2
      ASHI
      acknowledge that North Point makes its services available to other individuals
      and companies and agrees that nothing in this Agreement shall be construed
      as
      limiting North Point's right to perform services for the benefit of persons
      or
      entities other than ASHI. It is not intended that employees of North Point
      devote their full time to providing the services to ASHI but some employees
      may
      do so.

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    5.3
      As an
      independent contractor North Point agrees to assume full responsibility and
      pay
      all federal and state social security taxes, employment taxes, witholding,
      workmen's compensation and any other forms of taxes in connection with
      compensation earned by North Point's employees while providing services to
      ASHI.

     

    6.              RESPONSIBILITIES
      OF NORTH POINT. North Point's responsibilities are as
      follows:

     

    6.1
      North
      Point is making its Owner available and will cause its Owner to act as the
      ASHI
      Chief Financial Officer and administer such activities in accordance with the
      directives of the Chairman and CEO of ASHI, its Board of Directors and its
      Audit
      Committee. Although North Point shall determine the amount of time required
      to
      fulfill such services, the compensation payable under this Agreement to North
      Point is based on North Point Is Owner spending no more than 80 hours
      per month on ASHI matters, The Owner will make himself available at the Houston,
      TX office of ASHI for up to four days per month. Should the Board of Directors
      of ASHI delegate tasks to North Point or its Owner that require more than this
      amount of time from North Point, North Point shall have the right to increase
      the amount of compensation payable to it hereunder at the rate of $150 per
      hour.

     

    6.2
      Owner
      shall sign all documents of ASHI required to be signed by ASHI's Chief Financial
      Officer, including ASHI's filings with the Securities and Exchange
      Commission.

     

    7.              COMPENSATION
      AND OTHER RESPONSIBILITIES OF ASHI.

     

    7.1
Amount
      Payable to North Point. North Point shall be compensated for the
      Services identified in Sections 6.1 and 6.2 at the rate of $8,333 per month,
      plus expenses, paid monthly, or as otherwise agreed to by the
      parties.

     

    7.2           Payment
      Schedule. Compensation will be payable to North Point on
      a
      monthly basis in advance.

     

    7.3
Expense.
      ASHI shall reimburse North Point for its reasonable expenses actually
      incurred in connection with the performance of its duties hereunder, subject
      to
      the prior approval of ASHI for expenses in excess of $100 and submission of
      proper documentation of expenses.

     

    7.4
Directors'
      and Officers' Liability Insurance and Indemnification. During the
      Term, ASHI shall maintain directors' and officers' liability insurance in such
      coverage amounts and with such other coverage as shall be reasonably acceptable
      to North Point and its Owner and shall cause North Point and its officers and
      employees, including
      its Owner, to be covered under the terms of such insurance to the extent
      permitted by such insurance policies. 

     

     

    
      
        
        

      

      
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      In
        addition, ASHI agrees to enter into an agreement with North Point and its
        Owner
        wherein ASHI shall indemnify and advance costs to North Point, its officers
        and
        employees (including its Owner) to the fullest extent permitted by applicable
        law in connection with the services provided by North Point under this
        Agreement. Such indemnification obligation and obligation to provide directors'
        and officers' liability insurance shall survive the termination of this
        Agreement for any reason.

    

     

    7.5
      ASHI
Financial Accounting Staff. ASHI shall hire and terminate its financial
      accounting staff as may be recommended from time to time in the reasonable
      judgment of North Point. In no event shall it be deemed reasonable for ASHI
      to
      have less than the current staffing level in its finance department. Such staff
      shall report to North Point and its Owner.

     

    7.6
      Compliance with Laws and Directives of North Point. In its role as Chief
      Financial Officer, North Point and it Owner will take steps and make
      recommendations for changes in procedures to assist ASHI in complying with
      laws
      related to financial reporting, including aspects of the Sarbanes Oxley laws
      that relate to financial accounting and the preparation of financial statements.
      North Point shall make such recommendations to the Board of Directors and shall
      report any deficiencies it identifies to the Board of Directors. With respect
      to
      any deficiencies identified by North Point, ASHI agrees to take prompt steps
      to
      correct such deficiencies in accordance with North Point's
      recommendations.

     

    8.    Confidentiality
      and Non-Competition

     

    8.1
Nondisclosure
      of Confidential Information. With respect to Confidential
      Information, (the "Company Information"), North Point and its Owner: (i) shall
      receive and hold all Company Information in trust and in strictest confidence,
      and except as required by North Point and its Owner's duties in the course
      of
      his employment by the Company, will not, directly or indirectly, use,
      disseminate or otherwise disclose any Company Information to any third party
      without the prior written consent of the Company, which may be withheld by
      the
      Company in its absolute discretion; (ii) shall take reasonable steps to protect
      Company Information from disclosure and will in no event take any action
      causing, or fail to take any action reasonably necessary to prevent, any Company
      Information to lose its character as Company Information; and (iii) shall not
      use any Company Information to the detriment of the Company or for the benefit
      of any other person or persons, or misuse in any way, any Company Information.
      The terms of this section shall survive the termination of North Point and
      its
      Owner's employment.

     

    The
      provisions of this section shall not apply to information that is or shall
      become generally known to the public (except by reason of North Point and its
      Owner's breach
      of
      his obligations hereunder) and information that North Point and its Owner is
      required to disclose by order of a court of competent jurisdiction (but only
      to
      the extent specifically ordered by such court). 

     

     

    
      
        
        

      

      
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      North
        Point and its Owner agrees that in the event that he becomes aware, in any
        manner, that he may be required by a court order to disclose any Company
        Information, North Point and its Owner shall give the Company prompt and
        sufficient written notice to enable it to assert an objection or seek a
        protective order prior to such disclosure, and shall not object to or oppose
        in
        any manner any attempt by the Company to protect, or prevent the disclosure
        of,
        such information.

    

     

    8.2
      Non-Competition In Related Business. During the term of
      this Agreement and for a period of one (1) year thereafter, North Point and
      its
      Owner agree that they shall not, either directly or indirectly, engage in,
      or
      become employed by, associated with, consult with or otherwise provide services
      to, or through, any corporations, agents, partnerships, persons, or associates
      in any business, enterprise or employment that competes with the Company in
      the
      business and other endeavors of the Company within the geographic areas that
      the
      Company engaged in business during the term of this Agreement.

     

    8.3
      Solicitation of Employees and Customers. During the term
      of this Agreement and for a period of one (1) year thereafter, North Point
      and
      its Owner will not, whether for their own account or for the account of any
      person or entity, attempt to solicit, endeavor to entice away from the Company
      or its Affiliates, or otherwise interfere with any relationship of the Company
      or its Affiliates with (i) any person (including, but not limited to, any
      independent contractor or representative) who is or was employed by or otherwise
      engaged to perform services for the Company or its Affiliates, while North
      Point
      and its Owner were employed by the Company, or (ii) any person who is or was
      a
      customer or client of the Company or its Affiliates while the North Point and
      its Owner were employed by the Company.

     

    9.     NOTICES.
      All notices or other communications required or permitted
      hereunder shall be in writing and shall be deemed to have been duly given if
      delivered in person or sent by overnight delivery, confirmed telefax or prepaid
      first class registered or certified mail, return receipt requested, to the
      following addresses, or such other addresses as are given to the other parties
      to this Agreement in the manner set forth herein:

     

    
      


      
        	
                If
                  to ASHI:

              	
                American
                  Surgical Holdings, Inc.

                10039
                  Bissonnet Street, Suite #250 

                Houston,
                  TX 77036-7852

                Attn:
                  Chairman & Chief Executive Officer 

                713-779-9862
                  Telefax

              


      

       

    

    


     

    
      
        
        

      

      
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              If
                to North Point:

            	
              North
                Point Consultants, Inc

              6175
                NW 153rd Street, Suite #325 Miami Lakes, FL
                33014

              Attn:
                President

              786.524.4643
                Telefax

            


    

     

    Any
      such
      notices shall be effective when delivered in person or sent by telefax, one
      business day after being sent by overnight delivery or three business days
      after
      being sent by registered or certified mail. Any of the foregoing addresses
      may
      be changed by giving notice of such change in the foregoing manner, except
      that
      notices for changes of address shall be effective only upon
      receipt.

     

    10.     MISCELLANEOUS.

     

    10.1
      Further Assurances. At any time, and from time to time, each party will
      execute such additional instruments and take such actions as may be reasonably
      requested by the other party to carry out the intent and purposes of this
      Agreement.

     

    10.2
      Entire Agreement. This Agreement constitutes the entire agreement between
      the parties with respect to the subject matter hereof and supersedes all prior
      negotiations, letters and understandings relating to the subject matter
      hereof.

     

    10.3
      Amendment. This Agreement may not be amended, supplemented or modified in
      whole or in part except by an instrument in writing signed by the party or
      parties against whom enforcement of any such amendment, supplement or
      modification is sought.

     

    10.4
      Binding Nature. This Agreement will be binding upon and will inure to the
      benefit of any successor or successors of the parties hereto.

     

    10.5
      Counterpart. This Agreement may be executed in one or more counterparts,
      each of which will be deemed an original and all of which together will
      constitute one and the same instrument.

     

    10.6
      Governing Law; Venue. This Agreement has been executed and delivered and
      shall be construed, governed by, and enforced and interpreted in accordance
      with, the laws of the State of Texas. Venue of any actions to enforce this
      Agreement shall be in a court of competent jurisdiction in Harris County,
      Texas.

     

    10.7
      Attorney's Fees and Costs. In the event of any action, dispute,
      litigation or other proceeding, including appeals, with respect to this
      Agreement, the prevailing party shall be entitled to recover from the
      non-prevailing party all reasonable fees, costs, and expenses of counsel
      incurred in connection with such action, dispute, litigation or other
      proceeding, whether or not litigation is instituted, and if instituted, at
      both
      trial and appellate levels, in addition to any other relief to which the parties
      may be entitled.

     

     

    
      
        
        

      

      
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      IN
        WITNESS WHEREOF, the parties hereto have caused this Agreement
        to be signed by their duly authorized representatives on the date first above
        written.

       

       

       

    

    
      
        
          	
                  AMERICAN
                    SURGICAL HOLDINGS, INC.

                
	 
	
                  By:  /s/  Zak
                    W. Elgamal

                
	
                  Name:
                    Zak W. Elgamal

                
	
                  Title:
                    Chairman & Chief Executive Officer

                
	 
	 
	
                  NORTH
                    POINT CONSULTANTS, INC.

                
	 
	
                  By:  /s/  Alan
                    Pritzker

                
	
                  Title:
                    President

                
	 


        

      

       

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