Surgery Centers of America ll, L.L.C.
"Physicians Helping Physicians"
July 29, 1999
Dr. David Blumfield
Bellaire SurgiCare. Inc.
6699 Chimney Rock
Houston, Texas 77081
RE:Management Agreement (Agreement") dated January 12, 1995
between Surgery Centers of America, Inc. ("SCOA ").
and Bel1aire SurgiCare, Inc.
Dear Dr. Blumfield:
As we have agreed, this letter will serve as written evidence of our mutual
decision to terminate the above-referenced Agreement effective the 1st day of
July, 1999, under paragraph .2.2 of that Agreement according to the terms and
conditions of this letter .
By this letter, SCOA acknowledges receipt of payment in full of all
sums due and owing to SCOA under the Agreement, including all of its fees for
services under Sections 5.1 and 5.2 of the Agreement, as well as the ten
percent (10%) of cash available for distrlbution to "SCOA" Under Paragraph 5.3
of the Agreement.
Further , in that our mutual decision to terminate the Agreement coincides
with the planned acquisition of Bellaire SurgiCare by a public company, being
SurgiCare Inc. , and both SurgiCare, Inc. and BeIIaire SurgiCare wish to resolve
the issue of SCOA's claim to a 10% fee in such an event under Paragraph 5.3 of
the Agreement all three companies have agreed that in exchange for the issuance
and delivery to SCOA by SurgiCare, Inc., of 1,095,556 shares of common stock of
SurgiCare Inc., SCOA will, and does hereby, release its claim to a fee under
paragraph 5.3 by reason of this acquisition.
By this letter in addition to acknowledging receipt of all of the aforesaid
consideration and in consideration of the SurgiCare Inc. stock issued to SCOA
herein SCOA specifically releases Bellaire SurgiCare, Inc. and its new owner,
SurgiCare, Inc., of any and all liabilitywhatsoevcr under the Agreement which is
in all things canceled and terminated as of the 1st day of July, 1999, provided
the acquisition of Bel1aire SurgiCare by SurgiCare, Inc. , a public, does take
place.
1930 S. Bryant. Edmond, Oklahoma 73013
405-341-6002 800-730-7262 (SCOA) FAX 405-341-7902
Dr. David Blumfield
Page 2
July 29. 1999
If this accurately reflects our Agreement, please sign this letter where
indicated below,as well as the duplicate originals of this letter which are
enclosed. Please retain one original for your file, one fore SurgiCare, Inc. and
return the other to me.
Very truly yours,
SURGERY CENTERS OF AMERICA, INC.
/s/ Joe H. Huffmyer
-----------------------------
Joe H. Huffmyer, President
AGREED:
BELLAIRE SURGICARE, INC.
By: /s/ David Blumfield
-------------------------------
David Blumfield, DPM
President
SURGICARE, INC.
By: /s/ David Blumfield
-------------------------------
David Blumfield, DPM
President
1930 S. Bryant. Edmond, Oklahoma 73013
405-341-6002 800-730-7262 (SCOA) FAX 405-341-7902
