AMENDMENT NO. 5 TO BUSINESS MANAGEMENT AGREEMENT
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This Amendment No. 5 to Business Management Agreement ("Amendment") is made
and entered into effective as of the 28th day of February, 2002, by and between
Xxxxxxx X. Xxxxxxx O.D., P.A., a New Jersey professional association (the
"Practice"), and Eye Drx Retail Management, Inc. ("Business Manager").
W I T N E S S E T H:
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WHEREAS, the Practice and Vision Twenty-One, Inc. ('Vision 21") entered
into that certain Business Management Agreement effective as of January 1, 1998
(the "Original Business Management Agreement") whereby Vision 21 provided
management services to the Practice;
WHEREAS, pursuant to that certain Amendment to Business Management
Agreement, dated August 31, 1999 (the "First Amendment"), by and among the
Practice, Vision 21 and Business Manager, the Original Business Management
Agreement was amended to provide, among other things, that Vision 21 would
assign all of its rights as a business manager to the Business Manager;
WHEREAS, pursuant to that certain Amendment No. 2 to Business Management
Agreement, dated effective February 29, 2000 (the "Second Amendment"), by and
among the Practice and Business Manager, the Original Business Management
Agreement was further amended to extend the term thereof until February 28,
2001;
WHEREAS, pursuant to that certain Amendment No. 3 to Business Management
Agreement, dated effective May 1, 2000 (the "Third Amendment"), by and among the
Practice and Business Manager, the Original Business Management Agreement was
further amended to comply with certain regulations governing optometrists have
now been promulgated; and
WHEREAS, pursuant to that certain Amendment No. 4 to Business Management
Agreement, dated effective February 1, 2001 (collectively with the Business
Management Agreement, the First Amendment, and the Second Amendment, and the
Third Amendment, the "Business Management Agreement"), by and among the Practice
and Business Manager, the Original Business Management Agreement was further
amended to extend the term thereof until February 28, 2002;
WHEREAS, the parties now desire to further amend the Business Management
Agreement to extend the term thereof until February 28, 2003;
WHEREAS, capitalized terms not otherwise defined herein shall have the
meaning ascribed to such term in the Amended Business Management Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants and
agreements of the parties hereinafter contained, the parties hereby agree as
follows:
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ARTICLE I
AMENDMENT OF BUSINESS MANAGEMENT AGREEMENT
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Section 1.1 Section 6.1 of the Business Management Agreement shall be
amended to read in its entirety as follows:
6.1. Initial and Renewal Term. Notwithstanding any provision in this Agreement
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to the contrary, the Term of this Business Management Agreement shall continue
until February 28, 2003 at which time this Business Management Agreement shall
terminate without any further action of any party hereto, unless (i) the
Practice and the Business Manager agree in writing to extend the Term of this
Business Management Agreement for a specified time period or (ii) this Business
Management Agreement is terminated earlier as provided in Section 6.2 of this
Business Management Agreement.
ARTICLE II
MISCELLANEOUS
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2.1 This Amendment may be executed in two or more counterparts, all of
which taken together shall constitute one instrument.
2.2 Except as otherwise expressly set forth in this Amendment, the
Business Management Agreement shall remain in full force and effect, and the
parties hereto shall be bound by the terms and conditions thereof, as herein
amended.
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment
effective as of the date first above written.
XXXXXXX X. XXXXXXX, O.D., P.A.
By: ___________________________
Xxxxxxx X. Xxxxxxx, O.D., President
EYE DRX RETAIL MANAGEMENT, INC.
By: ___________________________
Title: _________________________
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