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EXHIBIT 10(zz)
ADMINISTRATIVE SERVICES AGREEMENT
This ADMINISTRATIVE SERVICES AGREEMENT (the "Agreement"), effective the
29th day of January, 1997, by and between VFD of Pennsylvania, Inc., a Delaware
corporation (the "Administrator"), and Western Dental Associates, P.C., a
Colorado professional corporation (the "P.C.").
W I T N E S S E T H:
WHEREAS, the P.C. is engaged in the practice of dentistry and related
activities at multiple locations in the State of Colorado (the "Practice");
WHEREAS, the P.C. desires to obtain from the Administrator and the
Administrator desires to provide to the P.C., the benefit of the Administrator's
expertise in operating, directing, managing and supervising the nonprofessional
aspects of the operations of the Practice;
WHEREAS, the P.C. desires to obtain a license from the Administrator to
use the proprietary name "Western Dental" and "Valley Forge Dental Associates"
and any other proprietary names owned by the Administrator and used by the P.C.
in connection with the Practice, and the Administrator desires to provide the
P.C. with such a license;
WHEREAS, the Administrator and the P.C. are parties to that certain
Administrative Services Agreement dated as of January 29, 1997; and
WHEREAS, the P.C. and the Administrator wish to amend and restate the
Administrative Services Agreement in its entirety on the terms and conditions
set forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements herein set forth, the parties hereto, intending to be
legally bound, hereby agree as follows:
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ARTICLE 1
RELATIONSHIP OF PARTIES
1.1 Responsibilities of Parties. The parties agree that the P.C. will
provide, and shall be solely responsible for providing, all professional
services for the Practice and the Administrator will be responsible only for
business, administrative and non-professional services (as further described in
this Agreement). Nothing contained in this Agreement shall be construed as
permitting or providing for the ownership, establishment, operation or
management by the Administrator of the professional services of the Practice,
which services shall at all times be the sole responsibility of the P.C. or
permitting the Administrator to exercise control over the Practice in violation
of Colorado Statute ▇▇-▇▇-▇▇▇, ▇▇-▇▇-▇▇▇, ▇▇-▇▇-▇▇▇ or 12-35- 118(g); provided,
however, that pursuant to its engagement hereunder, the Administrator shall be
the exclusive provider of all administrative services and shall control all
aspects of the P.C.'s business other than those aspects which relate directly to
the provision of dental services. Without limiting the generality of the
foregoing, the P.C. shall be solely responsible for all activities described in
Section 2.4 of this Agreement.
1.2 Relationship of Parties. The P.C. and the Administrator are not
joint venturers, partners, employees or agents of each other and, except as
provided herein, neither party shall have any authority to bind the other.
1.3 Practice. The P.C. agrees to conduct the Practice in compliance
with all applicable laws, rules and ordinances, including with respect to the
licensing and certification of its providers.
ARTICLE 2
SERVICES OF THE ADMINISTRATOR
2.1 Covered Services. The Administrator, unless otherwise prohibited by
law, shall control all aspect of, and provide to the P.C. the following services
(such services are hereinafter referred to collectively as the "Covered
Services"):
a. General. Supervision, conduct and administration of the
general business administrative services required by the P.C. in connection with
the P.C.'s operation of its Practice.
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b. Personnel. The Administrator will consult with the P.C. on its
staffing needs. The Practice will have discretion over all decisions relating to
office personnel and hours of practice. The Administrator will employ the
personnel (other than dentists, dental hygienists and dental auxiliaries,
collectively, the "Professional Personnel") needed to operate and support the
business aspects of Practice, such as receptionists and secretarial, clerical,
purchasing and marketing personnel (collectively, the "Administrative
Personnel"). The Administrator shall have the sole and exclusive responsibility
for determining the salaries and fringe benefits of all Administrative Personnel
provided hereunder, and for paying such salaries and providing such fringe
benefits. In recognition of the fact that the Administrative Personnel provided
to the P.C. under this Agreement may from time to time perform services for
others, this Agreement shall not prevent the Administrator from performing such
services for others or restrict the Administrator from so using the
Administrative Personnel provided to the P.C. under this Agreement. The
Administrator will make every effort consistent with sound business practices to
honor the specific requests of the P.C. with regard to the assignment of the
Administrator's employees to the performance of services for the P.C. Further,
the Administrator, in its sole discretion, may require each of its employees
assigned to the P.C. to perform several of the aforedescribed functions and
duties simultaneously. The Administrator will advise the P.C. on the
establishment of, and participation in, incentive and profit sharing plans for
the P.C.'s staff to reward them for increased productivity in the Practice.
c. Professional Personnel. Establish guidelines for the selection,
hiring and firing of the Professional Personnel by the P.C. and recruit and
evaluate prospective Professional Personnel; provided, however, that all of the
Professional Personnel shall be employees of, or independent contractors to the
P.C.
d. Training. Training of all Administrative Personnel and assistance to
the P.C. in arranging for training and continuing education for Professional
Personnel.
e. Administrative and Fiscal Services. Provision of general
administrative, business and fiscal services to the P.C. in connection with the
operation of the Practice, including patient ▇▇▇▇▇▇▇▇, collecting ▇▇▇▇▇▇▇▇,
accounting, auditing (by a certified public accountant selected by the
Administrator with the approval of the P.C., which approval shall not be
unreasonably withheld or delayed), bookkeeping, budgeting, record keeping,
accounts receivable and accounts payable processing, electronic data
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processing and such other services as the P.C. may from time to time require.
f. Annual Budget. Prepare, in reasonable detail, annual operating and
capital budgets for the P.C. which shall be delivered to the P.C. within thirty
(30) days after the end of each fiscal year, with the Administrator retaining
final authority with respect to budget items including, without limitation, with
respect to compensation and payments to the Professional Personnel and the
Administrative Personnel.
g. Patient Records. Maintenance of patient records (which shall at all
times remain the property and under the control of the P.C.) and provision of
record retrieval and monitoring services to assist the P.C. in utilization and
quality assurance reviews in accordance with instructions and guidelines issued
by the P.C.
h. Quality Control. Assistance to the P.C. in the development of
appropriate quality control programs, including development of performance
standards, sampling techniques for case review, and preparation of appropriately
documented studies.
i. Marketing, Development and Program Negotiation. Marketing of the
professional services provided by the P.C. to potential patients, facilities,
health maintenance organizations, insurance companies, self-insured employer
health plans and other various third-party payors (the "Marketing Services").
The Marketing Services to be provided by the Administrator may include, but are
not necessarily limited to, (i) assistance and support in the preparation of
marketing material and brochures and responses to requests for proposals, (ii)
the placing of advertisements or articles in magazines, newspapers, other
publications and any and all media determined by the Administrator to be
beneficial to the P.C., (iii) undertaking telemarketing campaigns and (iv) the
holding of seminars. The Administrator shall also assist the P.C., when
appropriate, in negotiating and securing contracts with self-insured employer
health plans, third-party payors, health maintenance organizations, managed care
companies and any other institution, facility or organization that may use the
services that the P.C. is qualified to provide. The P.C. will exercise control
over all policies relating to advertising and marketing of the Practice and all
marketing activities of the Practice will be conducted in compliance with
applicable laws and regulations of the State of Colorado.
j. Supplies, Inventory and Equipment. Provision of purchasing services
on behalf of the Practice
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for inventory and supplies reasonably necessary for the efficient operation of
the Practice. The Administrator shall be responsible for maintaining the P.C.'s
inventory on behalf of the P.C.; provided, however, that title to and control
over all dental inventory, equipment and supplies shall be in the name of the
P.C. All equipment or furnishings not used in the provision of professional
services (the "Leased Assets") required by the Practice shall be made available
by the Administrator to the P.C. The Administrator shall assist the P.C. in
securing maintenance and repair services for the dental equipment. The P.C.
shall have complete custody and control over the Leased Assets.
k. Janitorial and Maintenance Service. Arranging for janitorial,
grounds and maintenance and repair services for the P.C. and its equipment and
furnishings.
l. Malpractice Insurance. Assistance to the P.C. in obtaining
malpractice coverage for the P.C.
m. Contracts with Facilities/Programs. Contracts with facilities and
programs serviced by the Practice shall be by and in the name of the P.C. The
Administrator shall serve as contracting agent for the P.C. in connection with
such facility or program contracts.
n. Protecting Goodwill. Take all necessary steps to preserve and
protect the reputation and goodwill associated with the P.C., including
assistance, if requested, in the monitoring of utilization and quality of
services provided by the P.C., and shall assist the P.C. to take all steps
necessary to remedy any and all deficiencies in the efficiency or the quality of
the services provided. This section shall not be construed as permitting the
Administrator to influence or control the professional aspects of the Practice
or the Professional Personnel.
o. Operations and Regulatory Reports. Delivery to the P.C. of
operations reports containing such information as the P.C. may reasonably
request. The Administrator shall timely assist the P.C. in the preparation of
all written reports and information that shall be lawfully required by any
government body or agency having jurisdiction over the Practice or the P.C. The
P.C. shall review and approve all such required reports and/or information
before any dissemination of the same.
p. Processing Disputes. Administer and process all disputes, grievances
and complaints between the P.C. and all third parties, subject at all times to
the review and final approval of the P.C.
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q. Government Regulations; Licenses. To the extent known and
material to the operation of the P.C. and the Practice, the Administrator shall
promptly notify the P.C. of any changes which may occur in relevant laws or
regulations of any government, governmental body or agency having jurisdiction
over the Practice or the P.C. The foregoing shall not in any way limit the
P.C.'s continuing professional and legal responsibility to comply with, and be
aware of, all licensing, regulatory, professional or other requirements
applicable to individuals licensed to provide dental services.
r. Advances to the P.C. The Administrator shall make advances
to the P.C. as provided by Section 5.6 herein. Such advances shall bear a
reasonable rate of interest, as mutually agreed to by the Administrator and the
P.C., payable monthly.
The Covered Services shall include assumption of all
obligations of the P.C. to provide administrative services to Professional
Personnel who are not employed by the P.C. The Administrator may perform the
Covered Services directly or by reimbursing the P.C. for the cost of any Covered
Services.
2.2 Performance of Services. The Administrator is hereby expressly
authorized to perform the Covered Services hereunder in whatever reasonable
manner it deems appropriate to meet the day-to-day business administrative needs
of the Practice. It is understood and agreed that the Administrator will perform
some of the Covered Services for the P.C. at a centralized location.
2.3 Events Excusing Performance. The Administrator will not be liable
to the P.C. for failure to perform any of the services required herein in the
event of strikes, lockouts, calamities, acts of God, unavailability of supplies
or other events over which the Administrator has no control for so long as such
event continues and for a reasonable period of time thereafter.
2.4 Excluded Services. The parties hereto expressly acknowledge that
the provision of all professional services, including but not limited to, dental
services by the P.C., shall be separate and independent from the provision of
administrative, fiscal and support services by the Administrator, and the P.C.
shall be solely and exclusively responsible for all professional services
rendered to patients of the Practice. Without limiting the generality of the
foregoing, the parties acknowledge that the P.C. shall be solely responsible for
setting all professional standards of the Practice and shall be
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responsible for the employment and discharge of all Professional Personnel.
2.5 Use of Name. The Administrator hereby grants to the P.C. a
nontransferable, nonexclusive license to use the proprietary name "Western
Dental" and "Valley Forge Dental Associates" and any other proprietary names
owned by the Administrator and used by the Practice in connection with the
Practice along with any and all trademarked symbols for the term of this
Agreement (the "License"). All applicable common law and statutory rights in the
proprietary names "Western Dental" and "Valley Forge Dental Associates" and any
other proprietary names owned by the Administrator and used by the Practice and
their accompanying symbols, including, but not limited to, rights relating to
trademarks, service marks, patents and copyrights shall be and remain the sole
property of the Administrator. The P.C. shall have no right, title or interest
in any such proprietary rights.
ARTICLE 3
PROPRIETARY INTEREST AND RIGHTS OF THE ADMINISTRATOR
3.1 Competition. During the term of this Agreement, neither the P.C.
nor any shareholder of the P.C. shall, directly or indirectly, own an interest
in, administer, manage, advise, assist, operate, join, control, participate in,
or be connected in any manner with any corporation, partnership, proprietorship,
firm, association, person or entity providing dental services or administrative
services in competition with the P.C. or the Administrator.
3.2 Confidentiality. The P.C. acknowledges and agrees that the
Administrator is entitled to prevent its competitors from obtaining and
utilizing its trade secrets. The P.C. agrees to hold the Administrator's trade
secrets in strictest confidence and not to disclose them or allow them to be
disclosed directly or indirectly to any person or entity other than persons
engaged by the P.C. or the Administrator. The P.C. acknowledges its fiduciary
obligations to the Administrator and the confidentiality of its relationship
with the Administrator and of any information relating to the services and
business methods of the Administrator which it may obtain during the term of
this Agreement. The P.C. shall not, either during the term of this Agreement or
at any time after the expiration or sooner termination of this Agreement,
disclose to anyone other than employees or independent contractors of the P.C.
or the Administrator any confidential or proprietary information or trade secret
obtained by the P.C. from the Administrator. The P.C. also agrees to place any
persons to
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whom said information is disclosed for the purpose of performance under legal
obligation to treat such information as strictly confidential.
ARTICLE 4
BILLING AGENT AGREEMENT
4.1 Professional and Other Fees. The P.C. shall establish a schedule of
fees and charges for the Practice's professional services or shall comply with
the schedule of fees and charges set forth in the health care contracts pursuant
to which the P.C. provides services through its Professional Personnel.
4.2 ▇▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇▇ of the Practice for all services rendered by the
P.C. shall be by and in the name of the P.C.
4.3 Billing and Collection Agent. The Administrator shall serve as
billing and collection agent for the P.C. in connection with the Practice. The
Administrator shall establish a depository bank account on behalf of the
Practice and will deposit into such account collected fees generated from the
Practice. As provided for in standing instructions issued by the P.C. to the
bank where such depository account is located, the Administrator may withdraw
all monies daily from said bank account for processing at a central location to
be used for payment of the P.C.'s expenses, including the administrative
services fee set forth in Section 5.4 hereof and any amounts advanced to the
P.C. pursuant to Section 5.6 hereof. Said processing will consist of
establishing and maintaining a book account for the P.C. showing all fee
collections and expense disbursements made by the Administrator at the P.C.'s
request. The Administrator will provide the P.C. with periodic financial
statements for the Practice reflecting such processing.
4.4 Reports. The Administrator shall provide the P.C. with financial
statements for the Practice, stating Gross ▇▇▇▇▇▇▇▇ (as hereafter defined) and
the Administrator's Administrative Fees (as hereafter defined).
4.5 Security for the Administrator's Compensation. To secure the prompt
and orderly payment of any amounts owing by the P.C. to the Administrator
pursuant to this Agreement, the P.C. hereby agrees to grant, at the request of
the Administrator, a security interest to the Administrator, in all its existing
and hereafter created accounts receivable, all cash or non-cash proceeds
therefrom, all insurance policies and proceeds relating
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thereto, and all of the P.C.'s rights as an unpaid provider of services, whether
now existing or hereafter created or acquired (collectively, the "Collateral").
The P.C. agrees to execute any and all documents necessary to perfect such
security interest, including but not limited to, UCC financing statements.
ARTICLE 5
COMPENSATION
5.1 Gross ▇▇▇▇▇▇▇▇. The term "Gross ▇▇▇▇▇▇▇▇" as used in this Agreement
shall mean all ▇▇▇▇▇▇▇▇ by the P.C. in connection with the Practice for dental
services, including any other income or receivables relating thereto, less
contractual allowances, if any, and an allowance for bad debts, to be determined
from time to time by the Administrator, in consultation with the Practice, based
upon the actual experience of the P.C., plus all other cash payments and
miscellaneous revenues received by the P.C. in connection with the Practice.
5.2 Intention of the Parties. It is the intention of the parties hereto
that from the Gross ▇▇▇▇▇▇▇▇ of the P.C. in connection with the Practice, the
P.C. shall be entitled to fairly and reasonably compensate its Professional
Personnel, and the Administrator shall be entitled to receive from the P.C. fair
and reasonable compensation for (i) the provision of the Covered Services
pursuant to this Agreement, (ii) the License provided for in Section 2.5 hereof,
and (iii) the expenses, obligations, and risks assumed by the Administrator in
connection therewith.
5.3 Fair and Reasonable Compensation of the P.C. for Services of
Professional Personnel. The parties hereto agree that the P.C. shall have the
right to fairly and reasonably compensate its Professional Personnel for their
professional services. Compensation for the Professional Personnel shall be
determined in accordance with employment agreements and other employment
arrangements entered into by the P.C., in consultation with the Administrator
and the Professional Personnel.
5.4 Fair and Reasonable Compensation to the Administrator.
a. Administrator's Administrative Fees. The term
"Administrator's Administrative Fees" as used in this article shall mean Gross
▇▇▇▇▇▇▇▇ less compensation payable by the P.C. as set forth in Section 5.3 and
less the expenses of the P.C.
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b. For Services of the Administrator. The parties hereto agree
that the Administrator shall be fairly and reasonably compensated for its
administrative services. The Administrator's Administrative Fees shall be paid
to the Administrator as compensation for (i) the provision of the Covered
Services under this Agreement, (ii) the License and (iii) its expenses,
obligations, and risks in connection therewith.
5.5 Periodic Adjustment of Compensation. The parties hereto recognize
that the Practice may change in size and scope over the term of this Agreement
which may necessitate adjusting the fees provided for herein. Therefore, the
parties shall review the compensation to the Administrator no less frequently
than annually and more frequently at the request of the Administrator or the
P.C., if changes in the business of the P.C. or services by the Administrator
warrant such more frequent review, and may agree in writing to modification of
the compensation. Such review shall consider the scope of operations pursuant to
this Agreement at the time of review, the financial success of the Administrator
and the P.C. in connection with the Practice, changes in the purchasing power of
money, the size and number of facilities being supplied by the Administrator,
the scope of the Marketing Services, the size of the Administrative Personnel
workforce and the expenses and risks to the respective parties of performing
this Agreement.
5.6 Remittances. To the extent the P.C. shall not generate adequate
revenues to meet the P.C.'s ongoing operating expenses, including the
compensation for professional services pursuant to Section 5.3 of this
Agreement, the Administrator shall advance to the P.C. or arrange for such
amounts as may be required. To the extent that the Administrator advances any
funds to the P.C. pursuant to this Section 5.6, such advances shall be evidenced
by interest-bearing demand note(s) from the P.C. in favor of the Administrator
and shall be secured by the Collateral as provided in Section 4.5 hereof.
ARTICLE 6
TERM AND TERMINATION
6.1 Term. Unless sooner terminated in accordance with Section 6.2
hereof, the term of this Agreement shall be for a period of forty (40) years and
thereafter this Agreement shall continue indefinitely until terminated in
accordance with Section 6.2(e) hereof.
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6.2 Termination. Notwithstanding any provision of this Agreement to the
contrary, this Agreement may be terminated as set forth below:
a. In the event of a material breach of this
Agreement by either party as a result of such party's gross negligence
or fraud, the other party may, at any time commencing sixty (60) days
after written notice of the breach has been given to the breaching
party, terminate this Agreement by delivery to the breaching party of a
further written notice of termination; provided, however, that if the
breaching party, prior to receiving such notice of termination, has
begun and is diligently continuing good faith efforts to cure such
breach, this Agreement shall remain in full force and effect;
b. If either party is determined by a court,
administrative body or peer review organization having jurisdiction, to
have engaged in conduct that results in material harm to the P.C. and
constitutes (i) a felony or other crime involving moral turpitude,
including fraud, theft, or embezzlement or (ii) a failure to act in an
ethical or professional manner, in keeping with accepted dental care
standards, then immediately upon notice by the other party;
c. If either party has engaged in any practice that
results in material harm to the P.C. and violates in any material
respect any federal, state or local law or regulation that is aimed at
protecting the public from coercion into treatment and preventing fraud
upon or abuse of public funding of health services, then immediately
upon notice by the other party;
d. If either party commences a voluntary case under
bankruptcy, insolvency or similar law, or any involuntary case is
commenced against either party under any bankruptcy, insolvency or
similar law and such involuntary case is not dismissed within thirty
(30) days after filing, then immediately upon notice from the other
party; or
e. After the initial forty (40) year term of this
Agreement, either party may also terminate this Agreement, with or
without cause, by giving the other written notice of termination not
less than one (1) year prior to the effective date of termination.
6.3 Rights Upon Termination. The termination of this Agreement shall
not release or discharge either party from any obligation, debt or liability
which shall have
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previously accrued and remains to be performed upon the date of termination.
ARTICLE 7
GENERAL PROVISIONS
7.1 Indemnification. Each party shall indemnify, hold harmless and
defend the other party from and against any liability, loss, claims, lawsuits,
damages, injury, cost, expense or other detriment arising out of or incident to
the performance or nonperformance under this Agreement by such indemnifying
party, its employees, Professional Personnel (in the case of the P.C.),
Administrative Personnel (in the case of the Administrator) and agents,
including, without limitation, all consequential damages and attorneys' fees,
provided, however, neither party shall be liable to the other under this Section
7.1 for any claim covered by insurance, except to the extent liability of the
party exceeds the amount of the coverage.
7.2 Assignment. The rights conferred upon the P.C. hereunder may not be
transferred or assigned without the prior written consent of the Administrator
and any assignment in violation of this Section 7.2 shall be void. This
Agreement shall be assignable by the Administrator.
7.3 Notices. All notices, requests or instructions hereunder shall be
in writing and delivered personally or sent by registered or certified mail,
postage prepaid, as follows:
(1) If to the P.C.:
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: President
(2) If to the Administrator:
c/o Valley Forge Dental Associates, Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: President
Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Either of the above addresses may be changed at any time by notice given as
provided above; provided, however, that any such notice of change of address
shall be effective only upon receipt. All notices, requests or instructions
given in accordance herewith shall be deemed received on the date
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of delivery, if hand delivered, and five (5) business days after the date of
mailing, if mailed.
7.4 Entire Agreement. This Agreement and the documents referred to
herein contain the entire agreement between the parties hereto with respect to
the transactions contemplated hereby, and no modification hereof shall be
effective unless in writing and signed by the party against which it is sought
to be enforced.
7.5 Further Assurances. Each of the parties hereto shall use such
party's best efforts to take such actions as may be necessary or reasonably
requested by the other party hereto to carry out and consummate the transactions
contemplated by this Agreement.
7.6 Attorneys Fees. Each of the parties hereto shall bear such party's
own expenses in connection with this Agreement and the transactions contemplated
hereby.
7.7 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Colorado applicable to agreements made
and to be performed entirely within such State, without regard to any conflict
of laws principles which would apply the laws of any other jurisdiction.
7.8 Article and Section Headings. The article and section headings in
this Agreement are inserted solely for convenience of reference and are not a
part of and are not intended to govern, limit or aid in the construction of any
term or provision hereof.
7.9 Waiver. The waiver of any covenant, condition or duty hereunder by
either party shall not prevent that party from later insisting upon full
performance of the same.
7.10 Amendment. No amendment in the terms of this Agreement shall be
binding on either party unless in writing and executed by the duly authorized
representatives of each party.
7.11 Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed an original, and both of which taken together shall
constitute one and the same instrument.
7.12 Severability. In the event that any provision of this Agreement
shall be held to be void or unenforceable for any reason, the parties shall
negotiate in good faith for a period of up to one hundred eighty (180)
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days in order to arrive at a mutually acceptable substitute provision.
7.13 Regulatory Requirements. If any federal, state or local government
or agency or board created thereby, passes, issues or promulgates any law, rule,
regulation, standard or interpretation or materially changes its current
position as to the interpretation of any existing law, rule, regulation or
standard, at any time while this Agreement is in effect which would prohibit,
restrict, limit or render illegal the relationships described herein, or if a
governmental entity issues a written allegation to the P.C. or any shareholder
thereof, to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, D.D.S (the "Shareholder") or the Administrator
or any affiliate thereof to the effect that any relationship described herein is
in violation of any law, rule or regulation, the Administrator may by notice to
the Shareholder amend this Agreement in order to bring it into compliance with
all applicable laws, rules and regulations so long as the basic economic results
of this transaction would survive any such amendment. The Shareholder agrees
that if Administrator shall determine that it is not possible to amend this
Agreement so as to preserve the basic economic results of this transaction, then
the Purchaser is hereby authorized to act as the Shareholder's exclusive agent
for the purpose of selling the Shareholder's interest in the capital stock or
all the assets of Western to a qualified third party. The Shareholder agrees
that the Purchaser shall be entitled to retain all the proceeds of any such sale
as its fee for arranging the sale. The Shareholder agrees to cooperate with any
reasonable request of the Purchaser to facilitate such sale and the payment of
the proceeds to the Purchaser. The agreements of the Shareholder herein shall be
binding upon the Shareholder and any heirs, administrators, executors,
successors or assigns of the Shareholder, whether by operation of law or
otherwise.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives as of the date first above
written.
WESTERN DENTAL, P.C.
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, D.D.S.
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Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, D.D.S.
Title: President
VFD OF PENNSYLVANIA, INC.
By: /s/ W. ▇▇▇▇ ▇▇▇▇▇▇▇
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Name: W. ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President