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EXHIBIT 2.39
AMENDMENT NO. 1
TO THE
AGREEMENT AND PLAN OF EXCHANGE
This Amendment No. 1 to the Agreement and Plan of Exchange (this
"Amendment No. 1"), dated as of September 30, 1997, is by and among AMERICAN
PHYSICIAN PARTNERS, INC., a Delaware corporation ("APP") and MADISON SQUARE
JOINT VENTURE, a Texas partnership (the "Company").
RECITALS
A. APP and the Company entered into that certain Agreement and Plan of
Exchange dated as of June 27, 1997 (the "Agreement").
B. APP and the Company desire to amend the Agreement in accordance with
the terms and conditions of this Amendment No. 1.
NOW, THEREFORE, in consideration of the preceding recitals and the
mutual representations, warranties, covenants and agreements set forth herein,
the parties agree as follows:
1. Amendment to Section 13.1(e). APP and the Company hereby agree to
amend Section 13.1(e) to the Agreement in its entirety, as follows:
(e) by APP or the Company if the Merger shall not
have been consummated by November 30, 1997.
2. No Other Amendments. Except as set forth in this Amendment No. 1, the
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment
No. 1 as of the date first written above.
APP:
AMERICAN PHYSICIAN PARTNERS, INC.
By:_________________________________
Xxxxxxx X. Xxxxxxx, President
THE COMPANY:
MADISON SQUARE JOINT VENTURE
By:_________________________________
Its:________________________________
