Exhibit 10.27(b)
OMEGA ORTHODONTICS, INC.
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▇▇▇▇▇, ▇▇ ▇▇▇▇▇
May 12, 1997
Dr. C. ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, President
The Mayflower Group, Ltd.
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▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Re: Amendment No. 1 to the Amended and Restated Consulting Agreement dated as
of September 4, 1996 among C. ▇▇▇▇ ▇▇▇▇▇▇▇, The Mayflower Group, Ltd. and
Omega Orthodontics, Inc.
Gentlemen:
Reference is made to that certain Amended and Restated Consulting Agreement
dated as of September 4, 1996 (the "Agreement") among C. ▇▇▇▇ ▇▇▇▇▇▇▇
("▇▇▇▇▇▇▇"), 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 other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. A new section 17 is added which shall read as follows:
17. CASH PAYMENTS. As additional consideration for the services
rendered by each of the Consultants, Omega shall make the following cash
payments in accordance with the following schedule to assist each of the
Consultants to meet his or its tax obligations with respect to the receipt of
the Glovsky Shares or the Mayflower Shares, as the case may be:
DATE AMOUNT DATE AMOUNT
---- ------ ---- ------
January 1, 1998 $67,500 June 1, 1999 $27,000
April 1, 1998 $67,500 September 1, 1999 $27,000
June 1, 1998 $67,500 January 1, 2000 $10,800
September 1, 1998 $67,500 April 1, 2000 $10,800
January 1, 1999 $27,000 June 1, 2000 $10,800
April 1, 1999 $27,000 September 1, 2000 $10,800
C. ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
May 12, 1997
Page 2
2. Section 5 of the Agreement is deleted in its entirety and the following
new Section 5 shall be inserted in lieu thereof:
5. TERM OF AGREEMENT. This Amended and Restated Consulting Agreement shall
be effective as of the date set forth above and shall expire upon receipt by
Glovsky and Mayflower of the last payment required to be made by Omega pursuant
to Section 17 of this Agreement.
3. Except as expressly amended or modified hereby, the Agreement shall and
does remain in full force and effect and is hereby ratified and confirmed in all
respects.
If you agree with the amendments set forth above, please date and sign the
enclosed copy of this Letter Agreement and return one executed copy to the
undersigned. By executing this Letter Agreement, the parties agree that this
Letter Agreement may be executed in one or more counterparts, and all such
counterparts shall constitute one and the same instrument.
OMEGA ORTHODONTICS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President
ACCEPTED AND AGREED
AS OF THIS 12th DAY OF
MAY, 1997
/s/ C. ▇▇▇▇ ▇▇▇▇▇▇▇
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C. ▇▇▇▇ ▇▇▇▇▇▇▇
THE MAYFLOWER GROUP, LTD.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
