Second Amendment to Asset Purchase Agreement among Comprehensive Diagnostic Imaging, Inc., Comprehensive Medical Imaging, Inc., US Diagnostic Inc., and Sellers

Summary

This amendment extends the deadline for completing the asset purchase agreement between Comprehensive Diagnostic Imaging, Inc., Comprehensive Medical Imaging, Inc., US Diagnostic Inc., and several imaging center sellers. The new termination date is September 29, 2000. All other terms of the original agreement remain unchanged. The amendment is signed by representatives of all parties involved.

EX-2.(C) 4 g64196ex2-c.txt 2ND AMENDMENT TO ASSET PURCHASE AGREEMENT 1 Exhibit 2 (c) SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT This SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT (the "Second Amendment") is dated this 15th day of September, 2000 by and among COMPREHENSIVE DIAGNOSTIC IMAGING, INC., a Delaware corporation (the "Purchaser"), COMPREHENSIVE MEDICAL IMAGING, INC., a Delaware corporation ("CMI"), US DIAGNOSTIC INC., a Delaware corporation ("USD"), and each seller named on EXHIBIT A attached to the Agreement as defined below (each a "Seller" and collectively, the "Sellers"). RECITALS WHEREAS, CMI, Purchaser, USD, and Sellers entered into an Asset Purchase Agreement ("Agreement") dated July 25, 2000 for the purchase of substantially all of the assets of the imaging centers listed on Exhibit A to the Agreement; and WHEREAS, on August 31, 2000, the parties hereto executed and delivered the First Amendment to Asset Purchase Agreement which related to the consummation of the sale of the Florida Centers (as defined in such First Amendment); and WHEREAS, the parties desire to amend the Agreement as set forth in this Second Amendment; NOW, THEREFORE, the parties hereto hereby agree that the Agreement be amended as follows: AMENDMENT 1. The Termination Date (defined in Section 4.1 of the Agreement) is hereby extended to September 29, 2000. 2. All other provisions of the Agreement shall remain in full force and effect. [The remainder of this page is intentionally left blank. The signature page follows.] 1 2 IN WITNESS WHEREOF, the parties hereto have duly executed this Second Amendment, all as of the day and year first above written. PURCHASER: COMPREHENSIVE DIAGNOSTIC IMAGING, INC. By: /s/ David L. Ward -------------------------------------------- David L. Ward President and Chief Executive Officer By: /s/ Rochelle J. Martel -------------------------------------------- Rochelle J. Martel Chief Financial Officer COMPREHENSIVE MEDICAL IMAGING, INC. By: /s/ David L. Ward -------------------------------------------- David L. Ward President and Chief Executive Officer By: /s/ Rochelle J. Martel -------------------------------------------- Rochelle J. Martel Chief Financial Officer USD: U S DIAGNOSTIC INC. By: /s/ Paul A. Shaw -------------------------------------------- Paul Andrew Shaw Vice President and Chief Financial Officer By: /s/ Leon Maraist -------------------------------------------- Leon Maraist Chief Operating Officer 2 3 SELLERS: AH IMAGING CENTER, INC. By: /s/ Paul A. Shaw -------------------------------------------- Paul Andrew Shaw Vice President and Chief Financial Officer By: /s/ Leon Maraist -------------------------------------------- Leon Maraist Chief Operating Officer FREMONT IMAGING CENTER, INC. By: /s/ Paul A. Shaw -------------------------------------------- Paul Andrew Shaw Vice President and Chief Financial Officer By: /s/ Leon Maraist -------------------------------------------- Leon Maraist Chief Operating Officer MEDITEK-BROWARD, INC. By: /s/ Paul A. Shaw -------------------------------------------- Paul Andrew Shaw Vice President and Chief Financial Officer By: /s/ Leon Maraist -------------------------------------------- Leon Maraist Chief Operating Officer 3 4 MEDITEK PALM BEACH GARDENS, INC. By: /s/ Paul A. Shaw -------------------------------------------- Paul Andrew Shaw Vice President and Chief Financial Officer By: /s/ Leon Maraist -------------------------------------------- Leon Maraist Chief Operating Officer MICA CAL III, INC. By: /s/ Paul A. Shaw -------------------------------------------- Paul Andrew Shaw Vice President and Chief Financial Officer By: /s/ Leon Maraist -------------------------------------------- Leon Maraist Chief Operating Officer MICA CAL IV INC. By: /s/ Paul A. Shaw -------------------------------------------- Paul Andrew Shaw Vice President and Chief Financial Officer By: /s/ Leon Maraist -------------------------------------------- Leon Maraist Chief Operating Officer MODESTO IMAGING CENTER, INC. By: /s/ Paul A. Shaw -------------------------------------------- Paul Andrew Shaw Vice President and Chief Financial Officer By: /s/ Leon Maraist -------------------------------------------- Leon Maraist Chief Operating Officer 4 5 ORANGE PARK DIAGNOSTIC CENTER INC. By: /s/ Paul A. Shaw -------------------------------------------- Paul Andrew Shaw Vice President and Chief Financial Officer By: /s/ Leon Maraist -------------------------------------------- Leon Maraist Chief Operating Officer SALISBURY IMAGING INC. By: /s/ Paul A. Shaw -------------------------------------------- Paul Andrew Shaw Vice President and Chief Financial Officer By: /s/ Leon Maraist -------------------------------------------- Leon Maraist Chief Operating Officer SAN FRANCISCO MAGNETIC RESONANCE CENTER INC. By: /s/ Paul A. Shaw -------------------------------------------- Paul Andrew Shaw Vice President and Chief Financial Officer By: /s/ Leon Maraist -------------------------------------------- Leon Maraist Chief Operating Officer 5 6 WESTLAKE DIAGNOSTIC CENTER, INC. By: /s/ Paul A. Shaw -------------------------------------------- Paul Andrew Shaw Vice President and Chief Financial Officer By: /s/ Leon Maraist -------------------------------------------- Leon Maraist Chief Operating Officer 6