Call Center Service Agreement [Addendum No. 3] - AmericasDoctor.com Inc. and Medical Advisory Systems Inc.
Addendum #3, dated January 5, 2000, between AmericasDoctor.com, Inc., a
Delaware corporation ("AD"), and Medical Advisory Systems, Inc., a Delaware
corporation ("MAS"), to the Call Center Service Agreement, dated July 2, 1998,
between AD and MAS.
Preliminary statement
The parties hereto are parties to a Call Center Service Agreement, dated July 2,
1998, as amended by Addendum #1 and Addendum #2 thereto (the "Agreement") and
wish to clarify certain matters set forth in the Agreement. Accordingly, the
parties hereto agree as follows.
1. Term of the Agreement
a. The term of the Agreement will end on July 1, 2003. Neither MAS nor AD
will have the right unilaterally to terminate the Agreement at the end
of the Initial Term or the Renewal Term.
b. Sections 18(b) and 18(c) of the Agreement are hereby amended by deleting
the following language from both sections: "...and for a period of one
(1) year after the termination of this Service Agreement ..."
2. Exclusivity
a. The Agreement applies to the provision of medical chat services to
residents of the U.S. Neither MAS nor AD shall be restricted under the
Agreement from providing medical chat services to residents of countries
other than the U.S.
b. The exclusivity provisions of the Agreement relate only to real-time
Internet one-on-one chat services provided by licensed health care
providers.
3. Quality control. AD retains the right to monitor the quality of service
provided by MAS.
4. Other matters.
a. Provided that AD pays MAS all amounts owned to MAS under section 16 of
the Agreement on or prior to the date 10 business days following the
effective date of the merger (the "Merger") between AD and a wholly
owned subsidiary of Affiliated Research Centers, Inc. ("ARC"), all AD
defaults under the Agreement through the date of such payment shall be
deemed to have been waived.
b. MAS agrees that MAS will consult with AD and ARC, a reasonable time
prior to the issuance of any press release referring to AD, ARC, the
Merger, the Agreement or this addendum, concerning the content of such
release.
c. This addendum will become effective concurrently with the effective date
of the Merger, of which AD will promptly advise MAS.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of the
date first above set forth.
AmericasDoctor.com, Inc.
/s/ Scott Rifkin
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Scott Rifkin
Medical Advisory Systems, Inc.
By: /s/ Ronald W. Pickett
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Ronald W. Pickett
Acknowledged:
Affiliated Research Centers, Inc.
Signed: Affiliated Research Centers, Inc.