EXHIBIT 1
Medical Dynamics, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
May 30, 2001
PracticeWorks, Inc.
Attn.: ▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Re: Amended and Restated Agreement and Plan of Merger and Reorganization
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Dear ▇▇▇:
Please allow this letter to serve as confirmation of our agreement that
neither Medical Dynamics, Inc. ("Medical Dynamics") nor PracticeWorks, Inc.
("PracticeWorks") will exercise its right to terminate the Amended and Restated
Agreement and Plan of Merger and Reorganization, as amended ("Agreement"),
pursuant to Section 8.1.B. of the Agreement on or before September 30, 2001.
In addition, PracticeWorks agrees to use its commercially reasonable
efforts to obtain the consent of its primary lender to modify the Loan Documents
(as defined in the Agreement) to extend the maturity date thereunder to March
31, 2002 and Medical Dynamics agrees that prior to the execution of any
amendment to the Loan Documents, it shall have obtained the consent of the
Principal Shareholders (as defined in the Loan Documents) to the reaffirmation
of the subordination agreements executed by the Principal Shareholders in
connection with the Loan Documents.
From June 1, 2001 and continuing until the earlier of (i) the termination
of the Agreement or (ii) the Closing Date (as defined in the Agreement),
PracticeWorks will reimburse Computer Age Dentist, Inc., a wholly-owned
subsidiary of the Company ("Computer Age"), on a monthly basis for the
percentage of the costs and expenses, including salary, benefits, commissions
and travel or related expenses associated with ▇▇▇▇▇ ▇▇▇▇▇▇ that is equal to the
percentage of time and effort that ▇▇▇. ▇▇▇▇▇▇ devotes to the sale, training or
support of PracticeWorks' products and services. PracticeWorks will reimburse
Computer Age for 20% of such costs and expenses for the period April 1, 2001
through May 31, 2001.
This letter agreement to the extent signed and delivered by means of a
facsimile machine, will be treated in all manner and respects as an original
letter agreement and will be considered to have the same binding legal effect as
if it were the original signed version thereof delivered in person.
Very truly yours,
MEDICAL DYNAMICS, INC.
By: Van ▇. ▇▇▇▇▇▇▇
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Its: President
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AGREED AND ACCEPTED THIS 30th DAY OF MAY, 2001.
PRACTICEWORKS, INC.
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Its: CFO
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