PROFESSIONAL SERVICES AND SUPPORT AGREEMENT
THIS PROFESSIONAL SERVICES AND SUPPORT AGREEMENT is entered into
effective as of the 1st day of December, 1995 by OPTICARE EYE HEALTH CENTERS,
INC. ("OptiCare"), a Connecticut corporation, with its principal office in
Waterbury, Connecticut, and OPTICARE P.C., a Connecticut professional
corporation having its principal place of business at 00 Xxxxxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxxxxxx ("Professional Corporation").
W I T N E S S E T H :
WHEREAS, the Professional Corporation is a Connecticut professional
corporation engaged in the practice of medicine and surgery through the work of
ophthalmologists, optometrists, nurses and others who are either employed by the
Professional Corporation or under contract with it to provide medical or surgery
services, and who are duly licensed under the laws of the State of Connecticut
(hereinafter the "Medical Staff");
WHEREAS, OptiCare is in the business of operating comprehensive
integrated eye health centers and eye health provider networks, including the
administration, support, and contracting for ophthalmology practices and
services, optometry practice and services, ambulatory surgery centers, retail
eye wear sales and fitting services, and eye wear manufacturing (collectively,
the "Business"); and
WHEREAS, OptiCare desires to have Professional Corporation, through its
Medical Staff, provide the medical services necessary to support OptiCare's
Business on an exclusive basis for ophthalmology and optometry services, and
Professional Corporation desires to provide such services, through its Medical
Staff, exclusively for patients of OptiCare.
NOW THEREFORE, in consideration of the foregoing and the mutual
covenants and conditions contained herein, the parties hereby agree as follows:
1. SERVICES AGREEMENT. The parties hereby agree to provide the
following services subject to the terms of this Agreement (referred to herein as
the "Services Agreement"). References herein to the "Practice" are to the
combined medical and business operations of the Professional Corporation and its
Medical Staff.
2. DUTIES OF THE PROFESSIONAL CORPORATION AND THE MEDICAL STAFF.
During the term of this Services Agreement, the Professional Corporation and the
Medical Staff shall, at the Professional Corporation's expense:
(a) devote substantially all of the Medical Staff's professional time
and efforts to providing professional medical services at the offices of
OptiCare set forth in Schedule A attached hereto, which Schedule may be amended
by OptiCare from time to time. Such professional medical services shall be in
the fields of ophthalmology and optometry, and such other areas of medicine
requested by OptiCare and within the professional qualifications and
capabilities of the Professional Corporation and its Medical Staff;
(b) establish and implement medical practice standards, policies and
protocols, and provide medical services, at least consistent with generally
accepted professional standards for practice of ophthalmology and optometry,
respectively, including those recommended for the practice of ophthalmology from
time to time by the American Board of Ophthalmology, and in compliance with all
credentialing, quality assurance, practice standardization, risk management,
access, and/or utilization management programs, criteria and procedures which
OptiCare and Professional Corporation may mutually adopt, and/or with which
OptiCare is obligated to comply as part of its Business, including without
limitation, any such programs, criteria or procedures required by third-party
payers with whom OptiCare contracts, governmental agencies and accrediting
bodies;
(c) comply with all applicable provisions of the law and of the rules
and regulations of all governmental authorities relating to licensing and the
regulation of physicians, nurses and other licensed professionals on the Medical
Staff and the delivery of professional medical services by the Medical Staff;
(d) recommend the types and amounts of equipment and supplies to be
purchased by OptiCare for the use of the Practice and comply with all inventory
and ordering procedures and systems established by OptiCare to ensure that
reasonable inventories are available;
(e) cooperate and assist OptiCare in all Practice budget,
compensation, billing and collection matters and make recommendations to
OptiCare concerning such matters;
(f) develop training guidelines and provide training and supervision
of the Medical Staff rendering professional services to OptiCare, including,
without limitation, providing professional supervision of nurses, technicians
and other personnel rendering services to the Practice, all as required by
applicable law or the conditions of participation of third-party payors;
(g) cooperate with OptiCare in dealing with third-party payers;
(h) submit accurate and complete data required for the billing and
collection by OptiCare of fees for professional services provided by Medical
Staff;
(i) keep accurate and complete medical records of the professional
medical services performed by the Medical Staff;
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(j) monitor utilization and quality of services and notify OptiCare
promptly of, and cooperate with OptiCare in, implementing all necessary steps to
remedy any and all deficiencies in the efficiency or quality of the medical care
provided;
(k) cooperate with OptiCare in its obtaining professional liability
insurance for the Practice, and in OptiCare's handling of the defense and
settlement of all claims made against such insurance, including, without
limitation, promptly notifying OptiCare in writing upon: (A) the making of a
claim or institution of a lawsuit against the Professional Corporation or any
member of the Medical Staff relating in any way to services provided pursuant to
this Services Agreement; and (B) the filing of a complaint against the
Professional Corporation or any member of the Medical Staff with any
governmental agency or disciplinary board, or the loss, suspension or voluntary
relinquishment of any license or permit held by any member of the Medical Staff
necessary to the performance of such member's duties for the Practice, or the
cancellation or termination of his or her professional liability coverage; and
(1) obtain all legal services required by the Professional
Corporation in connection with the Practice including, without limitation,
engaging counsel (counsel shall be reasonably acceptable to OptiCare),
supervising counsel's engagement and controlling fees.
3. STAFFING AND HOURS OF OPERATION.
(a) The Professional Corporation shall cause each office and facility
of OptiCare to be adequately staffed with appropriately trained and licensed
medical personnel for full operation at hours established by OptiCare in its
discretion.
(b) Professional medical services furnished hereunder shall be
provided only by Medical Staff members who meet the requirements of this
Services Agreement for rendering professional services to OptiCare, and who are
either (i) employed by the Professional Corporation, or (ii) under written
contract with the Professional Corporation to provide professional medical
services, and who agree in writing to comply with the provision of this Services
Agreement. Each such Medical Staff member shall:
(i) provide clinical services consistent with generally
accepted professional medical standards and the
requirements of this Services Agreement;
(ii) (as to ophthalmologists only) be certified by the
American Board of Ophthalmology or be eligible by
training and experience to be certified by such
organization; and
(iii) be appropriately licensed to practice in the
jurisdiction(s) in which such member provides medical
services.
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(c) The Professional Corporation shall be responsible for hiring or
entering into contracts with sufficient medical personnel to ensure that the
Medical Staff is adequate to meet the Professional Corporation's obligations
under this Services Agreement.
(d) The Professional Corporation, and each of the ophthalmologists
and optometrists on the Medical Staff employed by the Professional Corporation,
shall enter into an Employment Agreement (the "Employment Agreement") in the
form of and containing the terms and conditions set forth in Schedule X-x, B-2
or B-3 (as applicable) attached hereto. Ophthalmologists and optometrists on the
Medical Staff but not employees of the Professional Corporation, shall enter
into a written professional services agreement ("Professional Services
Contract") mutually acceptable to the Professional Corporation and OptiCare. The
Professional Corporation shall have the right, after consulting with OptiCare
and considering its recommendation, to terminate the Employment Agreement or
Professional Services Contract of a member of the Medical Staff, subject to the
terms and procedural requirements, if any, of the applicable Employment
Agreement or Professional Services Agreement.
4. DUTIES OF OPTICARE. During the term of this Services Agreement,
OptiCare shall, at its expense:
(a) provide appropriate facilities within OptiCare's offices, on a
gross basis, for use by the Professional Corporation and the Medical Staff (upon
recommendation of the Professional Corporation but in the final discretion of
OptiCare), including common areas, maintenance and utilities;
(b) provide technical and Practice support services;
(c) negotiate, enter into and administer contracts on behalf of the
Business and on behalf of the Professional Corporation as reasonably necessary
or desirable in connection with the terms, content and scope of services
rendered and to be rendered by the Business to third parties;
(d) provide all accounting, bookkeeping, and accounting control
services relating to the Practice, including, without limitation, development of
a system of accounts, preparation of monthly financial statements, development
of accounting procedures and controls, and assisting any outside auditors;
(e) provide billing and collection services for all Professional
Services rendered by the Professional Corporation as provided herein, consistent
with the provisions of Section 5 hereof;
(f) apply for and maintain in the Professional Corporation's name,
any filings, licenses, permits, notices or other documents required by
applicable governmental entities for the practice of medicine by the
Professional Corporation;
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(g) purchase professional liability (malpractice) and other
customary and reasonable types of insurance for the Practice, with limits,
deductibles and co-payment levels mutually agreed to by OptiCare and the
Professional Corporation, and handle the defense and settlement of all claims
made against such insurance with the advice, cooperation and assistance of the
Professional Corporation and the Medical Staff. Upon reasonable request,
OptiCare will furnish the Professional Corporation with certificates
demonstrating the type and terms of insurance coverage in effect; and
(h) except when the parties may otherwise agree, OptiCare shall have
the exclusive authority to negotiate and administer, after consultation with the
Professional Corporation regarding reimbursement and service rates, all
contracts with third party payers, employer groups, joint venturers and others
for the provision of medical services, including, without limitation, all
provider agreements, managed care agreements, network rental or access
agreements, and all capitation and reimbursement agreements, each of which
agreements shall be entered into by and be held in the name of OptiCare, or in
the name of an affiliate of OptiCare, unless prohibited by law.
5. BILLING AND COLLECTION.
(a) It is agreed that only OptiCare shall xxxx, collect and receive
payment for medical services rendered by the Medical Staff of the Professional
Corporation. OptiCare submit, in OptiCare's own name, all claims and other
documents necessary or appropriate for making claims for such services, to
collect, receive payment of, receipt for and give discharges and releases of all
claims for such medical services; to make demand with respect to, settle,
compromise and adjust such claims; and to commence and prosecute in OptiCare's
name or in the name of the Professional Corporation or any member of the Medical
Staff, any suit, action or proceeding to collect any such claims. OptiCare will
use commercially reasonable efforts to properly and promptly perform such
duties. In performing such duties, OptiCare shall have the right, after giving
reasonable notice, to inspect and copy the records of the Professional
Corporation relating to the medical services rendered by the Professional
Corporation and its Medical Staff, subject to applicable law. The Professional
Corporation shall ensure that each member of the Medical Staff shall submit
timely, accurate and complete billing information to OptiCare in compliance with
all applicable laws, regulations, policies and practices governing payment for
medical services rendered by the Professional Corporation.
(b) The Professional Corporation shall indemnify and save OptiCare
harmless from and against any and all losses, damages, claims, fines, penalties,
assessments and other expenses (including attorneys' fees and disbursements)
arising out of or in connection with the failure of the Professional
Corporation, or any member of the Medical Staff, to comply with the foregoing
provision. This provision shall survive termination of this Services Agreement.
(c) OptiCare shall indemnify and save the Professional Corporation
harmless from and against any and all losses, damages, claims, fines, penalties,
assessments and other expenses
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(including attorneys' fees and disbursements) arising out of or directly
resulting from the willful failure of OptiCare, to perform its obligations as
described in paragraph 5(a) above. This provision shall survive termination of
this Services Agreement.
6. MEDICAL STAFF CONSULTATION.
(a) The Medical Staff will, on a regular basis, consult with the
Quality Assurance Committee of the Professional Corporation on all medical
issues in the Practice.
(b) The Professional Corporation and the Medical Staff will, on a
regular basis, consult with and report to an individual or individuals
designated by OptiCare on all non-medical matters in the Practice.
(c) OptiCare will assist the Professional Corporation in monitoring
the utilization and quality of services provided by the Medical Staff and assist
the Professional Corporation in implementing any steps necessary to remedy any
and all deficiencies in the quality of medical care provided.
7. BOOKS AND RECORDS.
(a) The Professional Corporation shall be the keeper and custodian
of all records pertaining to medical services and care rendered in connection
with the Practice, and shall be the owner of all other records of the Practice.
The records pertaining to medical services and care shall at all times be freely
available for the use of the Medical Staff while in the employ of the
Professional Corporation; provided, however, that such medical records may not
be removed from the Practice without OptiCare's prior written consent unless
directed by the applicable patient. The Professional Corporation shall be
responsible for proscribing the content of the medical records maintained for
the Practice, consistent with applicable law, rules and regulations, and
consistent with the information and documentation requirements of third-party
payers with whom OptiCare contracts, and all applicable accrediting bodies. The
Professional Corporation shall adhere to the record retention and destruction
policies and procedures adopted by OptiCare, in consultation with the
Professional Corporation, for such medical and other records.
(b) The Professional Corporation shall not disclose information
relating to the patients of the Practice, or the medical or other records
related to such patients, to third persons other than the management of
OptiCare, or such governmental or private accreditation or licensing bodies or
third party reimbursement agencies with whom OptiCare has directed the
Professional Corporation to deal, unless the patient shall have given his/her
written consent for the release of the information or unless otherwise required
by law. The foregoing shall be deemed to include patients' records and all other
information and records kept in the normal operation of the Practice.
8. PAYMENT OF SERVICE CHARGES.
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(a) As consideration for the professional services to be provided by
the Professional Corporation under this Agreement, OptiCare shall pay to the
Professional Corporation compensation in accordance with the Professional
Corporation's annual compensation plan for each year, as mutually agreed to by
the Professional Corporation and OptiCare, minus expenses reasonably and
properly incurred during such year by the Professional Corporation in the
conduct of the Practice pursuant to its obligations under Section 2 of this
Services Agreement and which expenses are consistent with the Professional
Corporation's operating budget for the year mutually agreed to by the
Professional Corporation and by OptiCare.
(b) Such compensation shall be paid by OptiCare to the Professional
Corporation on a monthly or other mutually acceptable periodic basis, with an
annual settlement based upon actual fees and expenses, made within a reasonable
time after the end of each calendar year. Payment of compensation shall be made
by deposit in an account to be designated by the Professional Corporation.
9. INDEPENDENT CONTRACTOR.
(a) In the performance of their respective duties under this Services
Agreement, the Professional Corporation and its Medical Staff shall at all times
be acting and performing collectively as independent contractors with OptiCare.
Without limiting the generality of the foregoing, neither OptiCare nor any of
its affiliates shall in any particular instance exercise any control or
direction over the medical methods, procedures and practices utilized by the
Professional Corporation and its Medical Staff either in the performance of
their medical duties or in the provision of medical services and care hereunder,
or interfere in the medical judgment of the Medical Staff, or cause the Medical
Staff to do or take any action which would be inconsistent with their
physician-patient responsibilities.
(b) Nothing contained in this Services Agreement shall be construed
to constitute OptiCare as responsible for any professional liability or other
obligations of the Professional Corporation or its Medical Staff
10. COVENANT NOT TO COMPETE.
(a) During the term hereof and for two (2) years after the
termination hereof, the Professional Corporation will not, without the prior
written consent of OptiCare, do any of the following with respect to a
Competitive Business: (a) directly or indirectly engage in, (b) have an interest
in (whether as a proprietor, partner, investor, shareholder, officer, director,
manager or any type of principal whatsoever), (c) enter the employment of, or
act as the agent for, or the advisor or consultant to, or (d) enter into an
agreement to provide ophthalmology or optometry services to or for a Competitive
Business. For purposes of this Section, the term "Competitive Business" shall
mean any person, firm, partnership, association, corporation or business
organization, entity or enterprise which is or is about to operate any business
which provides ophthalmology or optometry services, or any business which
competes with the Business as
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conducted by OptiCare as of the date this Services Agreement terminates, within
the Counties of New Haven, Litchfield, Hartford, Fairfield, Middlesex, New
London, Tolland, or Windham, or otherwise within the State of Connecticut.
(b) The Professional Corporation agrees that OptiCare's remedy at law
for any breach of the covenants set forth in this Section 10 would be inadequate
and agree that in addition to any remedy at law which it may have, OptiCare may
be granted temporary and permanent injunctive relief in any proceeding which may
be brought to enforce this Section 10, without the necessity of proof of actual
damage, and, furthermore, OptiCare may recover all costs and reasonable
attorneys' fees incurred as a result of a breach of the covenants set forth in
Section 10(a).
(c) The Professional Corporation shall include in each Employment
Agreement with the Medical Staff a provision which expressly recognizes the
right of OptiCare to enforce, in its own name and for its own benefit, the
covenants against competition contained therein, and Professional Corporation
shall notify OptiCare promptly and in writing of any breach by any past or
present member of the Medical Staff of a covenant against competition applicable
to such past or present member.
11. TERM.
(a) This Services Agreement shall remain in full force and effect for
a term of five (5) years from the date hereof ("Initial Term") and shall
automatically renew for successive terms of two years each (each such subsequent
two-year term is hereinafter referred to as a "Renewal Term") unless terminated
as provided herein.
(b) Notwithstanding Section 11(a), the facilities usage provided for
in Section 4(a) shall be on a month to month basis, and subject to termination
by either party effective on the last day of a calendar month following delivery
of a written notice of termination received at least thirty (30) days prior to
the effective date of the proposed termination. Following such termination, the
obligation to pay the portion of the Service Charges allocated to facility usage
pursuant to Section 8(a) for subsequent periods shall also terminate; provided
that the payment obligation for facility usage Service Charges for all prior
periods, and all settlements thereof, shall survive until fully discharged.
(c) Either OptiCare or the Professional Corporation may elect to
terminate this Services Agreement by written notice to the other given not less
than one hundred and eighty (180) days and not more than one year prior to the
beginning of the next Renewal Term.
(d) Either OptiCare or the Professional Corporation may terminate
this Services Agreement by written notice to the other, upon the failure by the
other to perform one or more of its obligations under this Services Agreement,
if such failure continues uncorrected for sixty (60) days after receipt of
written notice thereof. Such notice shall describe the specific conduct which
serves as the basis of the alleged breach.
8
(e) Upon termination of this Services Agreement, no party shall have
any further liability or obligation to any other hereunder, except for the
obligations under Sections 7, 10 and 12 hereof, and except that each party shall
remain liable to the other with respect to any liability arising prior to such
termination, including, without limitation, liability for the payment of Service
Charges accrued through the date of such termination.
(f) It is the intention of the parties hereto that the service
arrangements provided for herein not represent the provisions of new services or
functions by a health care facility or institution, as defined in section
19a-l54 of the Connecticut General Statutes, or the unlawful practice of
medicine by a corporation, and this Services Agreement shall be construed
accordingly, and the parties shall take such reasonable steps, including
modification of this Services Agreement (other than the substance of the
financial terms hereof) as may be appropriate to implement such intention while
preserving the overall relationships contemplated hereby. If at any time
OptiCare reasonably concludes after consultation with the Professional
Corporation that as constituted, or with modifications, the parties' intention
as aforesaid cannot be implemented, then this Services Agreement shall be
terminable by OptiCare without further liability on ninety (90) days' written
notice to the Professional Corporation, which termination shall render null and
void the covenant not to compete contained in Section 10 of this Services
Agreement.
(g) In the event that OptiCare, following termination of this
Services Agreement, enters into an arrangement with a new professional
corporation or other medical practice entity in substitution for the
Professional Corporation, such new professional corporation or medical practice
entity shall succeed to the custody of all medical records of the Practice, and
Professional Corporation agrees to execute promptly such instruments of
assignment and transfer of the records to the new professional corporation or
other medical practice entity as OptiCare may reasonably request, subject to the
right of the patient to designate to whom his/her medical records should be
transferred
12. PROPRIETARY INTEREST AND RIGHTS OF OPTICARE.
(a) The Professional Corporation recognize the proprietary interest
of OptiCare in the trade name and trademark "OptiCare" and all other names,
trademarks, service marks, policies, procedures, operating manuals, forms,
contracts and other information used or employed by the Business. OptiCare
hereby consents to the use by the Professional Corporation, during the term of
this Services Agreement, of the trade name "OptiCare" in the present form of the
name of the Professional Corporation. The Professional Corporation hereby
acknowledges that it does not have any interest in or to such trade name or the
"OptiCare" trademark, other than the right to use the trade name as expressly
stated above, and shall not use the trade name "OptiCare" in publicly
disseminated materials without the prior approval of OptiCare. Upon the
termination of this Services Agreement, Professional Corporation shall
permanently change its name to delete any reference to OptiCare and to any
confusingly similar name, and shall provide evidence, reasonably satisfactory to
OptiCare, of such change, shall discontinue the use of such trade name,
9
the "OptiCare" trademark, and any other names, trade marks, service marks,
policies, procedures, operating manuals, forms, contract or other proprietary
information used in the Business, and shall agree to destroy and/or return to
OptiCare all copies of documents, forms, operating manuals and other materials
displaying such names, trade marks and service marks, or setting forth such
policies, procedures or other proprietary information.
(b) The Professional Corporation acknowledges its confidential
relationship with OptiCare and OptiCare's ownership of all information relating
to the Business, including without limitation, business methods, business plans,
expansion and acquisition plans and strategy, marketing plans, patient and
customer information and lists, statistical data and reports, financial
information relating to the Business, and all quality assurance and utilization
review information (the foregoing collectively referred to as "Confidential
Information"). The Professional Corporation acknowledges and agrees that
OptiCare is entitled to prevent its competitors from obtaining and utilizing its
Confidential Information and that Professional Corporation may be provided
access to the same by OptiCare solely to enable Professional Corporation to
perform the services provided for in this Services Agreement. The Professional
Corporation agrees to hold OptiCare's Confidential Information in strictest
confidence and not to disclose it or allow it to be disclosed directly or
indirectly to any person or entity (other than persons employed by Professional
Corporation who have a need to know such information and who are obligated by
written agreement to maintain the confidentiality thereof) without OptiCare's
prior written consent.
13. RESTRICTIONS ON AUTHORITY OF PROFESSIONAL CORPORATION.
(a) The Professional Corporation shall not, without the prior written
consent of OptiCare, have the authority to:
(i) adopt any annual or long-term capital or operating budget
of the Professional Corporation;
(ii) enter into any contract or commitment the funds for which
are not provided in the operating budget mutually approved
by the Professional Corporation and OptiCare;
(iii) sell, exchange, lease or otherwise dispose of all or
substantially all the assets of the Professional
Corporation;
(iv) merge or consolidate the Professional Corporation with or
into any other entity;
(v) liquidate or dissolve the Professional Corporation; or
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(vi) authorize the filing of any receivership, bankruptcy,
insolvency or similar proceeding on behalf of the
Professional Corporation.
(b) The Professional Corporation shall not, without the prior
unanimous written consent of all of the holders of its outstanding capital
stock, have the authority to:
(i) authorize the issuance of any capital stock of the
Professional Corporation or of any options, warrants or
other commitments to issue such capital stock (except as
provided in a stockholders' agreement entered into between
the Professional Corporation and all of its stockholders
in form and substance reasonably acceptable to OptiCare);
or
(ii) amend the Professional Corporation's Certificate of
Incorporation or Bylaws.
14. GENERAL PROVISIONS.
(a) No failure by any party to insist upon the strict performance of
any covenant, agreement, term or condition of this Services Agreement or to
exercise a right or remedy shall constitute a waiver. No waiver of any breach
shall affect or alter this Services Agreement, but each and every covenant,
condition, agreement and term of this Services Agreement shall continue in full
force and effect with respect to any other existing or subsequent breach.
(b) This Services Agreement, together with the Employment Agreements,
constitute the entire agreement between the parties and contains all the
agreements between the parties with respect to the subject matter hereof. This
Services Agreement supersedes any and all prior agreements among the parties,
and all such prior agreements, and any duties and obligations arising
thereunder, are hereby rendered null and void.
(c) The provisions of this Services Agreement may be waived, altered,
amended or supplemented, in whole or in part, only by a writing signed by all of
the parties hereto.
(d) Neither this Services Agreement nor any right or interest
hereunder may be assigned in whole or in part by any party without the prior
written consent of the other parties, except that OptiCare may assign its rights
or duties under this Services Agreement to a corporation which acquires all or
substantially all of the assets of OptiCare, or with which OptiCare merges or
consolidates.
(e) If any provision of this Services Agreement is held to be invalid
or unenforceable, such invalidity or unenforceability shall not affect any other
provision of this Services Agreement that can be given effect without the
invalid provision. In such event, all parties agree that the court making such
determination shall have the power to alter or amend such provision so that it
shall be enforceable consistent with the intentions of the parties.
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(f) This Services Agreement shall be construed and enforced under and
in accordance with the laws of the State of Connecticut.
(g) Nothing in this Services Agreement shall be construed as creating
or giving rise to any rights in any third parties or any persons other than the
parties hereto.
(h) All notices, requests, claims, demands and other communications
hereunder shall be in writing and shall be delivered personally or sent by
certified mail, postage prepaid, addressed to the party at the following
address:
If to OptiCare:
OptiCare Eye Health Centers, Inc.
00 Xxxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxxx 00000
Attention: President
with a copy to:
Blue Cross & Blue Shield of Connecticut, Inc.
000 Xxxxxxx Xxxx
Xxxxx Xxxxx, Xxxxxxxxxxx 00000
Attention: General Counsel
If to Professional Corporation:
OptiCare P.C.
00 Xxxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxxx 00000
Attention: President
Any party may change its address for notice purposes by written notice to the
other party and such change shall be effective upon receipt. Notices shall be
deemed to have been received at the earlier of actual receipt or three (3) days
after deposit in the mail, as provided above.
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IN WITNESS WHEREOF, the parties hereto have caused this Services
Agreement to be executed, as of the date first above written.
OPTICARE EYE HEALTH CENTERS, INC.
By /s/ Xxxx Xxxxxxxxx
----------------------------------
Name Xxxx Xxxxxxxxx
--------------------------------
Its President
---------------------------------
OPTICARE P.C.
By /s/ Xxxx Xxxxxxxxx
----------------------------------
Xxxx Xxxxxxxxx, President
EXHIBIT A
LOCATIONS
A.S.C. or
MEDICARE
EYE HEALTH VISION QUALIFIED
(MD & TESTING) (OD & OPTICAL) (FACILITY)
-------------- -------------- ----------
ANSONIA XXXX XXXX
CHESHIRE XXXX XXXX
NAUGATUCK XXXX
NEW HAVEN XXXX XXXX
NEW MILFORD XXXX XXXX
NORWALK XXXX XXXX XXXX
SOUTHBURY (PENDING) XXXX
TORRINGTON XXXX XXXX
WATERBURY XXXX XXXX XXXX
WESTPORT XXXX XXXX
GREENWICH XXXX XXXX
RIDGEFIELD XXXX (PENDING)
BROOKFIELD XXXX
PROSPECT XXXX
(XXXXX & XXXXXX)
WATERBURY XXXX
(C.H.C.P.)
LONG WHARF XXXX
WALLINGFORD XXXX
BRIDGEPORT XXXX
