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EXHIBIT 10.40
FIRST AMENDMENT TO THE CONSULTING AGREEMENT
This First Amendment to the Consulting Agreement is made this 13th day
of March, 1997 by and between XXXXXXX X. XXXXXX, an individual (the
"Consultant") and BALANCED CARE CORPORATION, a Delaware corporation (together
with any related, affiliated or subsidiary corporation, the "Company").
WITNESSETH:
WHEREAS, the Consultant and the Company entered into that certain
Consulting Agreement (the "Agreement") dated the 3rd day of October, 1996, for
the Consultant to provide certain services to the Company; and
WHEREAS, the Consultant and the Company desire to replace Section 12
in the Agreement to reflect the understanding of the parties with respect to
Assignment.
NOW, THEREFORE, for the consideration set forth in this Agreement, and
intending to be legally bound hereby, the Consultant and the Company mutually
agree to amend the Agreement as follows:
1. Section 12 of the Agreement is hereby deleted in its entirety
and replaced with the following:
12. Assignment. All the terms and provisions of this
Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective heirs,
personal representatives, transferees, successors and
assigns. This Agreement shall be assignable by the Company to
a subsidiary, affiliate or successor corporation. The
Consultant shall not have the right to assign this Agreement
without the prior written consent of the Company, which
consent may be withheld in the Company's sole discretion;
provided, however, that the Consultant shall have the right
to subcontract or assign work under this Agreement to the
Consultant's employees or other independent contractors so
long as any such subcontractee or assignee agrees to be bound
by the provisions of Paragraph 5 (Confidentiality;
Non-Disclosure) and Paragraph 6 (Independent Contractor) of
this Agreement, and further provided that the Consultant
shall provide written notice to the Company prior to any such
assignment.
Except as modified herein, the Agreement remains in full force and
effect.
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IN WITNESS WHEREOF, and intending to be legally bound, the parties
hereto have executed and delivered this First Amendment to the Consulting
Agreement on the date first written above.
CONSULTANT
By:/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
BALANCED CARE CORPORATION,
a Delaware corporation
By:/s/ Xxxx X. Xxxxxxxxx
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Name: Xxxx X. Xxxxxxxxx
Title: Chairman and CEO
Reviewed by the BCC Legal Department
by Xxxxx Xxxxxx on 3/13/97.
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