EXHIBIT 10.27a
BOST1-636893-2
OMEGA ORTHODONTICS INC.
0000 Xxxxxx Xxxx Xxxx
Xxxxx, XX 00000
April 2, 1998
Dr. C. Xxxx Xxxxxxx
00 Xxxx Xxxx
Xxxxxxxxx, XX 00000
Xxxxxxxx Xxxxxxx, President
The Mayflower Group, Ltd.
000 Xxxxxxxxxxxx, XX 00000
Re: Amendment to the Amended and Restated Consulting
Agreement dated as of September 4, 1996 among C. Xxxx
Xxxxxxx, The Mayflower Group, Ltd. And Omega
Orthodontics, Inc.
Gentlemen:
Reference is made to that certain Amended and Restated
Consulting Agreement dated September 4, 1996 (the
"Agreement") among C. Xxxx Xxxxxxx ("Xxxxxxx"), The
Mayflower Group, Ltd. ("Mayflower") and together with
Glovsky, the consultants") and Omega Orthodontics Inc.
("Omega').
In consideration of the mutual premises and the mutual
covenants contained herein and in the Agreement, and for
other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:
1. A section 17 amended to read as follows:
17. CASH PAYMENTS. As additional consideration for the
services rendered by each of the Consultants, Omega
shall make to following cash payments in accordance with
the following schedule to assist each Consultant to meet
his or its tax obligations with respect to the receipt
of the Glovsky Shares of the Mayflower Shares as the
case may be:
Date Amount
January 1, 1998 $67,000
April 2, 1998 $75,000
Upon payment of the April 2, 1998 amount set forth above,
all payments regarding the Agreement shall have been made to
the Consultants and no further payments of any kind shall be
owed by OMEGA in regards to the Agreement, unless such are
mutually agreed to in writing between the parties hereto.
Notwithstanding the foregoing, if, within three (3) year
from the date of this document's execution, either
Consultant suffers any unforeseen tax expense arising solely
and directly out of the Agreement, then OMEGA agrees to
reimburse such Consultant an amount equal to the monetary
sum Consultant is finally assessed.
This agreement constitutes the entire agreement between the
parties concerning this subject matter, and supersede all
prior and contemporaneous agreements, representations and
understandings of the parties concerning the contents hereof
and thereof. No supplement, modification, or amendment to
this Agreement shall be binding unless executed in writing
by all of the parties hereto, except as otherwise provided
herein.
IN WITNESS WHEREOF, the parties hereto have executed this
agreement as of the day and year first above written.
THE MAYFLOWER GROUP, LTD.
/s/ Xxxxxxxx Xxxxxxx
Xxxxxxxx Xxxxxxx
Title: President
/s/ C. Xxxx Xxxxxxx
OMEGA ORTHODONTICS, INC.
By:/s/ Xxxxxx Xxxxxxxx
Name: Xxxxxx Xxxxxxxx
Title: Chief Financial Officer
