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EXHIBIT 10.24
UNITED DENTAL CARE, INC.
00000 Xxxxxxx Xx.
Xxxxx 000
Xxxxxx, Xxxxx 00000
November 14, 1996
Xxxxx X. Xxxxxxx, D.M.D.
00000 Xxxxxxx Xx.
Xxxxx 000
Xxxxxx, Xxxxx 00000
Dear Xxxxx:
This letter is intended to summarize the transactions between United
Dental Care, Inc. ("UDC"), OraCare Dental Associates, P.A. ("OraCare PA"), and
you. As provided in the Stock Purchase Agreement between UDC, Xxxxx X.
Xxxxxxxxx, Xx., and OraCare PA, United Dental Care is required to designate an
assignee of its rights to acquire the shares of OraCare PA, and such assignee
must be a dentist duly licensed and in good standing in the State of New
Jersey. You have agreed to become the designated assignee of UDC's rights
under the Stock Purchase Agreement and to acquire the OraCare PA shares under
the Agreement.
UDC has agreed to loan to you the amount required to purchase the
issued and outstanding shares of OraCare PA. The loan will be evidenced by a
note payable to UDC in the amount of the purchase price. You will have no
personal liability under the note. Instead, the note will be secured by a
Pledge and Security Agreement executed by you and UDC, providing for a security
interest in the shares of OraCare PA as the collateral for the note.
Also you have agreed to sign an option agreement providing UDC, or its
assignee, the right to purchase all of your shares of OraCare PA on the terms
and conditions stated therein. It is also contemplated that OraCare PA will
enter into a management agreement with OraCare Consultants, Inc.
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Xxxxx X. Xxxxxxx
November 14, 1996
Page 2
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If this letter accurately summarizes the transaction and the documents
to be executed in connection thereunder, please so indicate by signing below.
Sincerely,
UNITED DENTAL CARE, INC.
By: /s/ Xxxx X. Xxxx
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Its: Sr. Vice President
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Accepted and Agreed to:
/s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx, D.M.D.
