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UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF RHODE ISLAND



UNITED STATES OF AMERICA,    

                  Plaintiff,

                  v.

DELTA DENTAL OF RHODE ISLAND,

                  Defendant.


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Civil Action
No. 96-113P


STIPULATION

It is stipulated by and between the undersigned parties, by their respective attorneys, that:

1. The Court has jurisdiction over the subject matter of this action and over both of the parties, and venue of this action is proper in the District of Rhode Island.

2. The parties consent that a Final Judgment in the form attached may be filed and entered by the Court, upon the motion of either party or upon the Court's own action, at any time after compliance with the requirements of the Antitrust Procedures and Penalties Act (15 U.S.C. § 16), and without further notice to any party or other proceedings, provided that Plaintiff has not withdrawn its consent, which it may do at any time before the entry of the proposed Final Judgment by serving notice thereof on Defendant and by filing that notice with the Court.

3. If Plaintiff withdraws its consent, or if the proposed Final Judgment is not entered pursuant to the terms of this Stipulation, this Stipulation shall be of no effect whatsoever, and the making of this Stipulation shall be without prejudice to either party in this or in any other proceeding.

4. Defendant agrees to be bound by the provisions of the proposed Final Judgment pending its approval by the Court.

DATED: 2/20/97

FOR PLAINTIFF:

_______________/s/________________
Joel I. Klein
Acting Assistant Attorney General

_______________/s/________________
A. Douglas Melamed
Deputy Assistant Attorney General

_______________/s/________________
Rebecca P. Dick
Deputy Director
Office of Operations

_______________/s/________________
Gail Kursh
Chief, Health Care Task Force

_________________________________
David C. Jordan
Assistant Chief,
Health Care Task Force
Antitrust Division
Department of Justice
Washington, D.C. 20530

_______________/s/________________
Steven Kramer
William E. Berlin
Mark J. Botti
Michael S. Spector
Richard S. Martin
Attorneys
Antitrust Division
Department of Justice
325 7th Street, N.W.
Washington, D.C. 20530
(202)307-0997

Sheldon Whitehouse
United States Attorney
District of Rhode Island

_______________/s/________________
By: Anthony DiGioia
Ass't. U.S. Attorney
10 Dorrance Street
Providence, R.I. 02903
(401)528-5477


FOR DEFENDANT:

_______________/s/________________
William R. Landry #2494
Blish & Cavanagh
Commerce Center
30 Exchange Terrace
Providence, R.I. 02903-1765
(401)831-8900

_______________/s/________________
William G. Kopit
Epstein Becker & Green
1227 25th Street, N.W.
Washington, D.C. 20037
(202)861-0900