Exhibit 9
[LETTERHEAD OF OPTICARE EYE HEALTH SYSTEMS]
August 9, 1999
Oxford Health Plans, Inc.
000 Xxxxxxxxxxx Xxx
0xx Xxxxx Xxxx
Xxxxxxx, XX 00000
Dear Ladies and Gentlemen:
In order to induce you to sign and deliver an Agreement with Respect to
Termination of Registration Rights Agreement (the "Termination Agreement") and
an Amendment to Warrant Agreement, which Registration Rights Agreement is dated
October 15, 1997 and was entered into among you, other parties listed on Exhibit
A thereto and the undersigned, the undersigned agrees with you that,
notwithstanding the effectiveness of the Termination Agreement, you will
continue to have the rights provided under Section 1.3 of the Registration
Rights Agreement with respect to all shares of Common Stock of Saratoga
Resources, Inc. which you may acquire upon exercise of warrants to purchase
shares of Common Stock of Saratoga Resources, Inc., issued to you in
substitution for Warrants of the undersigned as provided in the Amendment to
Warrant Agreement and the Merger Agreement as defined therein. You agree that
you will comply with the obligations of a Holder under the Registration Rights
Agreement in the event that you exercise your rights under that Section 1.3
If the foregoing accords with your understanding of our mutual
agreement, please sign and return a copy of this letter to the undersigned,
whereupon it will become a binding agreement between you and the undersigned.
Very truly yours,
OptiCare Eye Health Centers, Inc.
By /s/ Xxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Chief Operating Officer
Oxford Health Plans, Inc.
August 9, 1999
Page 2
Accepted and agreed to
as of the date first
above written
Oxford Health Plans, Inc.
By /s/ Xxx X. Xxxxxxxxxx
------------------------------
Name: Xxx X. Xxxxxxxxxx
Title: Ass't Secretary
