f10qsb0907ex10iii_amersur.htm


    
      


       

      SERVICE
        AGREEMENT

       

      Between:

       

      AMERICAN
        SURGICAL ASSISTANTS,

      INC.

       

      And:

       

      MEDPRO
        COLLECTIONS

      JUAN
        ORTIZ AM) SONS, INC.



     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Billing
      Services and Collections Service Agreement

     

    This
      exclusive Service Agreement is entered into between (Juan Ortiz and Sons, Inc.,
      dbal MedPro Collections),(hereinafter MedPro),
TIN: 76-0672626 a medical reimbursement
      consulting company and
American Surgical Assistants, Inc., TIN: 30-0213088
      (hereinafter "Client"), a Texas corporation.

     

    WHEREAS,
      MedPro is a medical reimbursement consulting company which
      provides reimbursement consulting, billing and collection services to health
      care providers; and

     

    WHEREAS,
      the Client desires to retain MedPro to provide it with
      consulting, billing and reimbursement, and collection services;

     

    NOW,
      THEREFORE, in consideration of the promises and covenants contained herein
      and
      for other valuable consideration, the receipt and adequacy of which is hereby
      acknowledged, the parties agree as follows:

     

    
       

      
        	
                1.  

              	
                Commencing
                  on July 5., 2007 and ending on June 30., 2008, MedPro will
                  assist the Client in the billing of all medical insurance claims
                  for
                  payment by commercial companies via electronic and/or paper means.
                  MedPro agrees to train the Client's
                  billing personnel and supervise the Client's
                  billing operations to be performed by the current billing
                  staff
                  employed by the Client. MedPro agrees to follow up on all
                  claims, resubmit claims when necessary, correct and appeal all
                  denied
                  claims until satisfactory payments are obtained. Under MedPro's
                  supervision, the Client agrees to have their
                  existing billing personnel obtain all the information necessary
                  to
                  properly prepare the Client's claims and to submit the
                  claims to the proper insurance
                  companies.

              


      

       

    

    
      	
              2.  

            	
              All
                patient information and data provided by the Client to MedPro
                shall be kept confidential and shall not be disclosed to
                anyone
                outside of MedPro other than to the extent necessary for
                MedPro to process and submit claims for the
                Client. MedPro hereby acknowledges and is obligated to
                follow HIPAA regulations without compromise. MedPro
                hereby indemnifies Client in any legal or punitive actions
                or
                damages resulting from any violation of such regulations by
                MedPro, its employees, or its assignees. In addition,
                neither MedPro nor Client shall divulge the contents,
                terms or conditions of this Service Agreement, or any related information
                pertaining to any arrangements, financial information, books of business,
                or any documentation that is made available to MedPro by Client for
                the
                purposes of conducting the services covered under this Agreement
                by
                MedPro.

            


    

     

    3.  The
      Client will pay MedPro a fee of Six percent
      (6%) of the total amount collections from all payments made to the
Client for work done by MedPro per month, such
      payments do not include any payments processed by ATS Billing Services; Inc.
      for
      fees directly from hospitals and self pay patients. The Client
agrees to make available to MedPro all insurance
      statements (EOB' s) for the purpose of invoicing the Client for the services
      provided during the month. Payment to MedPro shall be on the
      15st of the
      month for monies collected during the prior calendar month (First payment shall
      be on August 15th, 2007 for
      payments
      received by Client from July 7th, 2007
      to the end
      of July, 2007.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.  MedPro
      will close its books.for
      invoicing
      purposes on the last day of each month and will bill
      the
Client for its services on the first working week of each
      succeeding month for the previous

    month's
      processing. The Client will pay MedPro for its
      services within five (5) days after receiving MedPro
invoicing.

     

    5.  During
      the term of this exclusive Service Agreement, the Client will
      not use the services of any other billing and collection company except for
      ATS Billing Services, Inc. as described above and will allow
MedPro to process all of the Client's medical
      insurance claims with commercial insurance carriers.

     

    6.  CONFIDENTIALITY:

     

    
      	
              a.            

            	
              Confidential
                Information. Client, and MedPro hereby covenant that
                both parties will protect
                and not, directly or indirectly, use for either party's Representative's
                own benefit or financial gain, or disclose to any other party any
                Confidential Information (as defined below) without the prior written
                consent, except as compelled by
                law.

            


    

    "Confidential
      Information" means, without limitation, information relating to Client, and
      its,
      clients' employees, consultants, agents, representatives, patients,
      employment/human resources, financial or business records, agreements, or any
      other information or material which derives economic value, actual or potential,
      from not being generally known to other persons or is the subject of efforts
      that are reasonable under the circumstances to maintain its secrecy or
      confidentiality. This section shall survive the termination of this
      Agreement.

     

    
      	
              b.            

            	
              Terms
                of this Agreement. Except for disclosure to legal counsel,
                accountants, or financial advisors (none of whom shall be associated
                or
                affiliated in any way with Client or any of its
                affiliates), MedPro warrants and covenants to Client that
                MedPro shall not disclose the terms of this Agreement
                to
                any person who is not a party or signatory of this Agreement, unless
                disclosure thereof is required by law or otherwise authorized by
                this
                Agreement or consented in writing to by Client.
                Unauthorized disclosure of the terms of this Agreement shall
                be
                deemed a material breach of this Agreement and shall provide
                Client with the option of pursuing termination of this
                Agreement.

            


    

     

    
       

      
        	
                c.            

              	
                HIPAA
                  Requirements. MedPro agrees to comply with the Health
                  Insurance Portability and Accountability Act of 1996, as codified
                  at 42
                  U.S.C. Section 1320d ("HIPAA") and any current and future regulations
                  promulgated hereunder including without limitation the federal
                  privacy
                  regulations contained in 45 C.F.R. Parts 160 and 164 (the "Federal
                  Privacy
                  Regulations"), the federal security standards contained in 45 C.F.R.
                  Part
                  142 (the "Federal Security Regulations"), and the federal standards
                  for
                  electronic transactions contained in 45 C.F.R. Parts 160 and 162,
                  and
                  state privacy law, as codified in Texas Health & Safety Code Chapter
                  181, Sections 181.001 et seq. ("Texas Privacy Law") and any regulations
                  thereto, all collectively referred to herein as "HIPAA Requirements".
                  MedPro agrees not to use or further disclose any
                  Protected Health Information (as defined in 45 C.F.R. Section 164.501)
                  or
                  Individually Identifiable Health Information (as defined in 42
                  U.S.C.
                  Section 1320d and Texas Privacy Law), other than as permitted by
                  HIPAA
                  Requirements and the terms of this
                  Agreement.

              


      

       

    

    MedPro
      will make its internal practices, books and records relating to the
      use
      and disclosure of Protected Health infoiwatibn available to the Secretary of
      Health and Human Services to the extent required for determining compliance
      with
      the Federal Privacy Regulations and Texas Privacy Law.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      
         

        
          	
                  7.            

                	MedPro
                  shall prepare such administrative and business records and reports
                  related
                  to its services in such format and upon such intervals as Client
                  may
                  reasonably require.


        

         

      

    

    
      
         

        
          	
                  8.            

                	MedPro
                  and MedPro Representatives shall furnish any and
                  all information, records and other documents related to Client's
                  services
                  hereunder which Client may reasonably request in
                  furtherance of its quality assurance, utilization review, risk
                  management,
                  and any other plans and/or programs adopted by Client to
                  assess and improve the quality and efficiency of Client's
                  services.


        

         

      

    

    
      
         

        
          	
                  9.            

                	The
                  Client or MedPro may terminate this exclusive Service
                  Agreement at any time with a mutual written agreement. Such termination
                  agreement shall be executed by Client and/or
                  MedPro and shall include a satisfactory date for the
                  termination of the process of billing and collection by MedPro.
                  All the outstanding balances due to MedPro will
                  continue to be the responsibility of MedPro for
                  collections and of the Client for payment to
                  MedPro.


        

         

      

    

    
      	
              10.  

            	
              Should
                any of the provisions of this exclusive. Service Agreement be found
                to be
                invalid by any court of competent jurisdiction, the remainder of
                this
                exclusive Service Agreement shall remain in full force and
                effect.

            


    

     

    
      	
              11.  

            	
              The
                laws of the state of Texas shall govern this Agreement. Interpretation
                or
                performance of any of the terms or provisions of this exclusive Service
                Agreement or of any rights or obligations of the parties hereto shall
                be
                resolved in HARRIS County, TEXAS. Should it become necessary for
                MedPro to retain an attorney to collect any amounts owed
                to MedPro under the terms of this Service Agreement,
                MedPro shall be entitled to recover in addition to its damages, reasonable
                attorney's fees.

            


    

     

    
      	
               

            	
              12.

            	
              Any
                notices or communications anticipated by thisService Agreement shall
                be
                directed to the parties,
                as follows:

            


    

     

     

    
      
        	
                Client

              	
                MedPro
                  (Juan Ortiz and Sons, Inc.):

              
	 	 
	By: 
                /s/  Zak Elgamal	By: 
                /s/
	President
                7/3/07	President
                7/3/07


      

    

     

     

    
       

      
        
          	
                  American
                    Surgical Assistants, Inc.

                	
                  MedPro
                    Collections

                
	10039
                  Bissonnet, Ste. # 250	Juan
                  Ortiz and Sons, Inc.
	Houston,
                  TX  77036	16151
                  Caimway, Ste. # 210 
	 	Houston,
                  TX 77084