Barry E. Moore and Deborah E. Moore - Page 15




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          thereof, not in compliance with * * * [article 10] is null and              
          void ab initio.”                                                            
               Dr. Joffe’s 1995 Purchases of Additional Interests in the              
               LLC                                                                    
               On September 28, 1995, Laser Centers of America, Inc., sold            
          its 45-percent membership interest in the LLC to Dr. Joffe, and,            
          on December 31, 1995, Dr. McLeod sold his 8-percent membership              
          interest in the LLC to him.  As a result, as of December 31,                
          1995, Dr. Joffe owned 88 percent, Dr. McKernan owned 10 percent,            
          and Ms. Moore owned 2 percent of the LLC.                                   
               The Moore Letter; the Joffe Memorandum                                 
               In a handwritten letter dated July 1, 1997, to James P.                
          Kelly (Mr. Kelly), counsel to the LLC during 1996-98, Ms. Moore             
          listed percentage distributions, including an 8-percent share for           
          herself, “should * * * [the LLC] be sold or distributions be                
          made.”  In that letter (the Moore letter), Ms. Moore further                
          noted:  “Deborah Moore has 2% originally already.  Also, the                
          agreement for the above percentages in no way interferes with the           
          original LLC percentages.”8                                                 

               8  In substantial part, the Moore letter states:                       
                                        July 1, 1997                                  
          James P. Kelly                                                              
          200 Galleria Pkwy                                                           
          Suite 1510                                                                  
          Atlanta, Ga  30339                                                          
                                                             (continued...)           






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