Agreement [Addendum No. 1] - American Society for Psychoprophylaxis In Obstetrics Inc. (ASPO/Lamaze) and Lifetime Institute for Family Education Inc.
ADDENDUM TO AN AGREEMENT BETWEEN ASPO/LAMAZE AND MEDICAL COMMUNICATIONS CORPORATION This Addendum is entered into between the AMERICAN SOCIETY FOR PSYCHOPROPHYLAXIS IN OBSTETRICS, INC. ("ASPO/Lamaze") and LIFETIME INSTITUTE FOR FAMILY EDUCATION, INC. ("Life"), a successor in interest to MEDICAL COMMUNICATIONS CORPORATION ("MCC") WHEREAS, ASPO/Lamaze and MCC, a predecessor to Life, entered into an October 14, 1989 Agreement between ASPO/Lamaze and Medical Communications Corporation (the "Agreement"); and WHEREAS, Section 20(b) of such Agreement required payment to ASPO/Lamaze of a royalty equal to three percent (3%) of Gross Revenue per cassette and Section 20 (c) of such Agreement required payment to ASPO/Lamaze of an Educational Consulting Fee equal to five percent (5%) of Gross Revenue per cassette; and WHEREAS, throughout the Agreement ASPO/Lamaze has been paid a royalty at a rate equal to two percent (2%) of Gross Revenue per cassette and an Educational Consulting Fee at a rate of four percent (4%) of Gross Revenue per cassette; it is agreed by both parties that this was a correct and complete payment; and it is the intent of both parties that this level (i.e., 2% royalty and 4% Educational Consulting Fee) continue in the future; NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration receipt of which is hereby acknowledged, the parties hereto agree as follows: 1. Section 20(b) of the Agreement shall be revised by substituting for the words "three percent (3%)" the words "two percent (2%)." 2. The example at Section 20(b) of the Agreement shall be revised by substituting for the words "royalty of $.156 per cassette" the words "royalty of $.104 per cassette" and by substituting for the words "$31,200 royalty" the words "$20,800 royalty." 3. Section 20(c) of the Agreement shall be amended by substituting for the words "five percent (5%)" the words "four percent (4%)." 4. The Agreement shall continue in full force and effect, as amended herein. <PAGE> IN WITNESS WHEREOF, the undersigned have executed this Agreement intending to be bound thereby effective October 14, 1989 forward. AMERICAN SOCIETY FOR PSYCHOPROPHYIAXIS IN OBSTETRICS, INC Date: 12/9/92 By: /s/ Judith Lathian ------------------------- --------------------------------- Title: President LIFETIME INSTITUTE FOR FAMILY EDUCATION, INC. (successor in interest to MEDICAL COMMUNICATIONS CORPORATION) Date: 12/7/92 By: /s/ David Diamond ------------------------- --------------------------------- Title: President 2