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EXHIBIT 2(f)
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT
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This AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT, dated as of January 21, 1999,
by and amongst Integrated Health Concepts Inc., a Texas corporation ("IHC" or
the "Company"), US Diagnostic Inc., a Delaware corporation ("USD"), and Xxxxxxxx
Xxxxxx, M.D., a resident of Houston, Texas ("Buyer") hereby amends the Stock
Purchase Agreement of even date herewith by and among the parties hereto.
NOW THEREFORE, in consideration of the premises and the mutual
representations, warranties, covenants and agreements contained in the Stock
Purchase Agreement and in this Amendment No. 1 thereto, the parties hereto do
hereby agree as follows:
1. The following agreements attached hereto shall constitute a part of the Stock
Purchase Agreement as if set forth in full therein:
a. the Payroll and Billing/Collection Services Agreement attached
hereto as EXHIBIT A;
b. the letter by Xxxxxx Xxxx, CEO of USD, on behalf of USD, to Xxxxx
Xxxx of the Harvest Financial Group Inc., on behalf of Athari, dated
January 19, 1999 attached hereto as EXHIBIT B-1 and letter by Xxxxx
Xxxx, on behalf of USD, to Xxxx Xxxxxx dated January 20, 1999 attached
hereto as EXHIBIT B-2;
c. the Termination, Release and Indemnification Agreement attached
hereto as EXHIBIT C; and
d. the Trade Payables Agreement attached hereto as EXHIBIT D.
2. A new Section 10.06 is hereby added to the Stock Purchase Agreeement which
reads in its entirety as follows:
"10.06 PENDING LITIGATION MATTERS. Nothwithstanding the foregoing
provisions of this Article X, USD agrees that, after the Closing Date, it will
be responsible for, and hold IHC harmless from, any and all costs, expenses and
liabilities, and all parties agree that USD shall solely be entited to any and
all of the benefits, relating to the following: (i) Cause No. 98-40878; U.S.
DIAGNOSTIC, INC. AND INTEGRATED HEALTH CONCEPTS, INC. V. R. XXXXX XXXXXXX AND
XXXXXXX, XXXXXXX & WHITE, L.L.P. in the 00xx Xxxxxxxx Xxxxxxxx Xxxxx xx Xxxxxx
Xxxxxx, Xxxxx; (ii) C.A. No. H-95-4250; PARKWAY IMAGING CENTER, INC. AND QUANTUM
MRI & DIAGNOSTIC CENTER, INC.'s LIFE, ACCIDENT AND HEALTH BENEFIT PLAN, ET AL.
V. HOME LIFE FINANCIAL ASSURANCE CORPORATION, ET AL; in the United States
District Court for the Southern District of Texas, Houston Division (now C.A.
97-21024 in the United States Court of Appeals, Fifth Circuit); and (iii) Cause
No. 98-11521; PARKWAY TOWER, P.L.L. V. INTEGRATED HEALTH CONCEPTS, INC., ET AL,
District Court, Xxxxxx County, Texas."
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3. Except to the extent amended in this Amendment No. 1, the Stock Purchase
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
to Stock Purchase Agreement to be duly executed all as of the day and year first
above written.
US DIAGNOSTIC INC.
BY: /s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx, Chief Executive Officer and President
INTEGRATED HEALTH CONCEPTS, INC.
BY: /s/ Xxxxxx X. Xxxx
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ITS: Treasurer
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/s/ Xxxxxxxx Xxxxxx
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Xxxxxxxx Xxxxxx, M.D.
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