Integrated Physician Systems Inc Sample Contracts

Integrated Physician Systems Inc – RE: Employment Agreements (October 29th, 1997)

Exhibit 10.1 The Board of Directors Integrated Physician Systems, Inc. 2644 Bristol Road Warrington, PA 18976 RE: Employment Agreements Gentlemen: This letter shall serve to confirm our agreement that, not withstanding the express language of our employment agreements, the term of such agreement shall not commence until December 1, 1997. This letter agreement constitutes a formal Amendment to Exhibit "A" of our employment agreements as it relates to paragraph 3 of such agreements. Intending do be legally bound hereby, we have hereunto set our hands and seals the day and year first above written. /s/ Peter R. Heisen, M.D. ------------------------- Peter R. Heisen, M.D. /s/ Scott G. Pollock

Integrated Physician Systems Inc – SERVICES AGREEMENT (October 29th, 1997)

Exhibit 10.5 INTEGRATED PHYSICIAN SYSTEMS INC. PRACTICE MANAGEMENT SERVICES AGREEMENT TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS............................................... 2 ARTICLE 2 RELATIONSHIP OF THE PARTIES............................... 6 2.1 Independent Relationship 2.2 Responsibilities of the Parties 2.3 Provider Matters 2.4 Patient Referrals ARTICLE 3 DUTIES OF THE POLICY BOARD................................ 7 3.1 Formation of the Policy Board 3.2 Duties and Responsibilities of the Policy Board ARTICLE 4 FACILITIES AND SERVICES TO BE PROVIDED BY IPS............. 8 4.1 Facilities 4.

Integrated Physician Systems Inc – [FORM OF REPRESENTATIVES' WARRANT AGREEMENT] (October 29th, 1997)

Exhibit 4.1 [FORM OF REPRESENTATIVES' WARRANT AGREEMENT] [SUBJECT TO ADDITIONAL REVIEW] -------------------------------------------------------------------------------- INTEGRATED PHYSICIAN SYSTEMS, INC. AND NOLAN SECURITIES CORP. AND SOUTHWALL CAPITAL CORP. REPRESENTATIVES' WARRANT AGREEMENT DATED AS OF ________, 1997 -------------------------------------------------------------------------------- REPRESENTATIVES' WARRANT AGREEMENT dated as of _______, 1997 between INTEGRATED PHYSICIAN SYSTEMS, INC., a Delaware corporation (the "Company"), and NOLAN SECURITIES CORP. and SOUTHWALL CAPITAL CORP. (hereinafter referred to variously as the "

Integrated Physician Systems Inc – UNDER THE TRUST INDENTURE ACT OF 1939 OF A (October 29th, 1997)

------------------------------------------------------ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 -------------------- FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(B)(2) -- -------------------- IBJ SCHRODER BANK & TRUST C

Integrated Physician Systems Inc – CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION (October 29th, 1997)

EXHIBIT 3.1 CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF INTEGRATED PHYSICIAN SYSTEMS, INC. Adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware It is hereby certified that: 1. The name of the corporation (hereinafter called the "Corporation") is Integrated Physician Systems, Inc. 2. The Corporation was incorporated on April 25, 1995. 3. The Certificate of Incorporation is hereby amended by deleting Article THIRD thereof and by substituting in lieu of said Article THIRD the following: "THIRD: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware." 4. This

Integrated Physician Systems Inc – 2,000,000 CLASS A REDEEMABLE COMMON STOCK PURCHASE WARRANTS (October 29th, 1997)

Exhibit 1.1 [Form of Underwriting Agreement - Subject to Additional Review] $25,000,000 SUBORDINATED CONVERTIBLE DEBENTURES DUE 2004 2,000,000 SHARES OF COMMON STOCK AND 2,000,000 CLASS A REDEEMABLE COMMON STOCK PURCHASE WARRANTS INTEGRATED PHYSICIAN SYSTEMS, INC. UNDERWRITING AGREEMENT ---------------------- New York, New York , 1997 NOLAN SECURITIES CORP. SOUTHWALL CAPITAL CORP. DIRKS & COMPANY, INC. As Representatives of the Several Underwriters listed on Schedule A hereto c/o Nolan Securities Corp. 405 Lexington Avenue, 45th Floor New York, New York, 10174 Ladies and Gentlemen: Integr

Integrated Physician Systems Inc – EMPLOYMENT AGREEMENT (August 8th, 1997)

Exhibit 10.4 EMPLOYMENT AGREEMENT by and between IPS Physicians/_______________, P.C. and ___________________________ EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT made this _______ day of May, 1997 by and between IPS Physicians/___________ P.C., a New Jersey professional corporation ("Employer") and _____________ an adult individual (the "Managing Physician"). WHEREAS, Employer is a professional corporation affiliated with Integrated Physicians Systems, Inc., ("IPS"), which desires to develop a network of primary care and specialty physicians in order to enhance the delivery of health care services as part of an integrated delivery system for health care; and WHEREAS, on the date hereof, IPS is acquiring the medical practice (the "Practice") of Managing P

Integrated Physician Systems Inc – CERTIFICATE OF INCORPORATION (August 8th, 1997)

CERTIFICATE OF INCORPORATION OF INTEGRATED PHYSICIAN SYSTEMS, INC. The undersigned, a natural person, for the purpose of organizing a corporation for conducting the business and promoting the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the "General Corporation Law of the State of Delaware"), hereby certifies that: FIRST: The name of the corporation (hereinafter called "corporation") is INTEGRATED PHYSICIAN SYSTEMS, INC. SECOND: The address, including street, number, city, and county of the registered office of the corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801 and the name

Integrated Physician Systems Inc – ASSET PURCHASE AGREEMENT (August 8th, 1997)

Exhibit 10.3 ASSET PURCHASE AGREEMENT by and among Integrated Physician Systems, Inc. and IPS Physicians/__________________, P.C. and _____________________________ and _____________________________ May __, 1997 IN

Integrated Physician Systems Inc – EMPLOYMENT AGREEMENT (August 8th, 1997)

Exhibit 10.1 EMPLOYMENT AGREEMENT AGREEMENT made this 16th day of June, 1997, by and between INTEGRATED PHYSICIAN SYSTEMS, INC. a Delaware business Corporation, with a principal place of business at 615 Hope Road, Eatontown, New Jersey, (hereinafter referred to as "Company") and SCOTT G. POLLOCK, an adult individual residing at 1627 Fairfield Road, Yardley, PA 19067, (hereinafter referred to as "Employee".) WHEREAS, Company wishes to hire and employ Employee on the terms and conditions hereinafter set forth; and WHEREAS, Employee wishes to accept such employment in return for the compensation set forth herein. NOW, THEREFORE, in return for the mutual covenants and conditions set forth herein, and for other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto do agree as follows: 1. Employment Compa

Integrated Physician Systems Inc – 1996 STOCK OPTION PLAN (August 8th, 1997)

Exhibit 10.2 DRAFT 040597A INTEGRATED PHYSICIAN SYSTEMS, INC. 1996 STOCK OPTION PLAN ADOPTED APRIL 24, 1996 I. PURPOSE. The purpose of the Integrated Physician Systems, Inc. 1997 Stock Option Plan (the "Plan") is to provide a means whereby selected employees, officers, directors, and consultants of Integrated Physician Systems, Inc., a Delaware corporation (the "Company"), or of any parent or subsidiary (as defined in subsection 5.7 hereof and referred to hereinafter as "Affiliates") thereof, may be granted incentive stock options and/or nonqualified stock options to purchase shares of common stock, $.01 par value (the "Common Stock") in order to attract and retain the services or advice of such employees, officers, directors, and consultants and to provide additional incentive for such persons to exert maximum effort

Integrated Physician Systems Inc – SERVICES AGREEMENT (August 8th, 1997)

Exhibit 10.5 INTEGRATED PHYSICIAN SYSTEMS INC. PRACTICE MANAGEMENT SERVICES AGREEMENT TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS............................................... 2 ARTICLE 2 RELATIONSHIP OF THE PARTIES............................... 6 2.1 Independent Relationship 2.2 Responsibilities of the Parties 2.3 Provider Matters 2.4 Patient Referrals ARTICLE 3 DUTIES OF THE POLICY BOARD................................ 7 3.1 Formation of the Policy Board 3.2 Duties and Responsibilities of the Policy Board ARTICLE 4 FACILITIES AND SERVICES TO BE PROVIDED BY IPS............. 8 4.1 Facilities 4.