Exhibit 10.2
AMENDMENT TO MANAGEMENT SERVICES
AGREEMENT
THIS AMENDMENT TO MANAGEMENT
SERVICES AGREEMENT (this “ Amendment ”), is made
and entered into as of October 1, 2007, by and between PROMED
HEALTH CARE ADMINISTRATORS, INC., a California corporation (“
ProMed HCA ”), and UPLAND MEDICAL GROUP, INC., a
California professional corporation (“ IPA
”).
RECITALS
A.
IPA and ProMed HCA entered into that
certain Management Services Agreement, dated as of October 1,
2002 (the “ Management Agreement ”).
B.
The parties desire to amend and
restate Exhibit I to the Management Agreement and to amend
Exhibit II to the Management Agreement, each as set forth in
this Amendment.
NOW THEREFORE, the parties to this
Amendment hereby agree as follows:
AGREEMENT
1.
“Exhibit I –
Fees” to the Management Agreement is hereby amended to read,
in its entirety, as follows:
“EXHIBIT I
- FEES
A.
Definitions
“Cost of Medical
Services” means
with respect to IPA, the aggregate compensation of IPA’s
employed physicians and physician extenders (e.g., physician
assistants and nurse practitioners); charges incurred by IPA for
independent contractor physicians; the cost of services ordered by
IPA through its physicians for managed care patients; and the cost
of IPA’s employee benefits, including, but not limited to,
vacation pay, employer and employee contributions to any
401(k) plan or other retirement plan for the benefit of IPA
employees, sick pay, health care expenses, IPA’s share of
employment and payroll taxes, IPA’s employees’
professional dues and all other expenses and payments required to
be made by IPA to or for physicians pursuant to physician
employment, and independent contractor agreements (including
expense reimbursements, discretionary bonuses, incentives based on
profitability or productivity, and payments paid and accrued or
deferred).
“Gross
Revenues” means
all sums which are (i) attributed to IPA (determined on an
accrual basis) as compensation for the provision of medical
services by IPA employed and independent contractor physicians and
physician extenders, including, but not limited to, all capitated
income, all rights to receive IPA’s portion of hospital and
other shared risk pool payments, all copayments, coordination of
benefits, third party recovery, insured services, enrollment
protection (or other such revenue as is available to replenish
capitated services) and all rights to receive fee-for-service
income for medical, diagnostic and
