EXHIBIT 10.28
AMENDMENT TO
MANAGEMENT SERVICES AGREEMENT
This Amendment to the Management Services Agreement (the "Amendment"),
effective as of July 17, 1998, is by and between Integrated Orthopaedics, Inc.,
a Texas corporation ("IOI"), IOI Management Services of Connecticut, Inc., a
Delaware corporation ("Manager"), Xxxxxxx Orthopaedic Associates, P.C., a
Connecticut professional corporation ("Existing Practice"), and Xxxxxxx X.
Xxxxxxx, M.D. and Xxxx X. Xxxxxxxxxx, M.D. ("Shareholders').
R E C I T A L S
---------------
A. Effective September 22, 1997, Existing Practice and Shareholders
entered into a Management Services Agreement with IOI and Manager.
B. On January 1, 1999, Xxxxxx Xxxxxxxx, M.D., will become a shareholder
of Existing Practice.
C. Accordingly, the parties hereto now desire to amend certain terms and
provisions of the Management Services Agreement.
NOW THEREFORE in consideration of the mutual covenants set forth herein,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, and intending to be legally bound hereby, the
parties hereto agree as follows:
1. Effective January 1, 1999, the definition of "Shareholder" shall
be amended in Section 9.8. of the Management Services Agreement only, to
specifically include Xxxxxx Xxxxxxxx, M.D.
2. Xxxxxx Xxxxxxxx shall neither have nor incur any liability to IOI
or the Manager under the Management Services Agreement prior to January 1,
1999 with respect to any representations made therein or to any events
occurring relative thereto on or before such date.
3. Section 11.2 of the Management Services Agreement shall be amended
to insert a new Section 11.2-2 as follows, and to renumber the subsequent
existing subsections accordingly:
11.2-2 RETENTION OF XX. XXXXXXXX. The parties recognize Manager would
not have agreed to the amendment of this Agreement to address Xxxxxx
Xxxxxxxx, M.D. ("Girasole") becoming a shareholder in Existing
Practice effective January 1, 1999 but for Existing Practice's and
Girasole's agreement to comply with all of the terms and conditions
relative to such occurrence, including but not limited to maintaining
the employment agreement as set forth in Exhibit 11.2-2. Accordingly,
Existing Practice's failure to make Girasole a shareholder effective
January 1, 1999 or to otherwise comply with the terms of such
employment agreement or the resolutions
of Existing Practice adopted on July 17, 1998, also as set forth in
Exhibit 11.2-2, shall constitute a breach of a material obligation of
Existing Practice under this Agreement.
4. The introductory clause of Section 13.4 of the Management Services
Agreement prior to subsections (a), (b) and (c) shall be amended as
follows:
To further assure the enhanced value to Existing Practice that is
intended to be afforded by the services provided by Manager under this
Agreement, Manager agrees to pay Existing Practice an initial amount
of Two Hundred Fifty Thousand Dollars ($250,000) on July 17, 1998.
Thereafter, Manager also agrees to pay an amount equal to:
_____________.
EFFECT. This Amendment shall be effective only for the specific purposes
set forth herein, and, except as modified by this Amendment, the terms,
covenants, and provisions of the Management Services Agreement are hereby
ratified and confirmed and shall continue in full force and effect.
IN WITNESS WHEREOF the parties have executed this Agreement effective as of
the date first written above.
INTEGRATED ORTHOPAEDICS, INC.,
a Texas corporation
By: /s/Xxxxxx X. Xxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxx
--------------------------------
Title: President & CEO
-------------------------------
IOI MANAGEMENT SERVICES OF
CONNECTICUT, INC.
a Delaware corporation
By: /s/Xxxxxx X. Xxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxx
--------------------------------
Title: President & CEO
-------------------------------
2
XXXXXXX ORTHOPAEDIC ASSOCIATES,
a Connecticut professional corporation
By: /s/Xxxxxxx X. Xxxxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxxxx, M.D.
----------------------------------
Title: President
----------------------------------
/s/ Xxxxxxx X. Xxxxxxx, M.D.
--------------------------------------
XXXXXXX X. XXXXXXX, M.D.
/s/ Xxxx X. Xxxxxxxxxx, M.D.
--------------------------------------
XXXX X. XXXXXXXXXX, M.D.
3