Xxxxxxxxx X. Xxxx
ATTORNEY AT LAW
00 XXXXXX XXXXXX
XXXXXXXXXX XXXXX, XXX XXXX 00000
Admitted to NY, NJ, CT & DC Bars Telephone (000) 000-0000
Fax (000) 000-0000
Xxxx Xxxxxxxx, Esq. December 26, 1996
Xxxxxxxxx & Xxxxxxxx
00 Xxxxxxx Xxxxxx
Xxxxxxxxx Xxxxxx, XX 00000
Re: Modification of Agreement of Sale dated December 11, 1996, between Sellers
Southern Professional Associates, Inc., Northern Professional Associates, Inc.,
Maple Health, Inc., Shareholders Xxxxxxx, X'Xxxxx, Xxxxxxxx and Posner and Oak
Tree Medical Management, Inc., Purchaser
Dear Xx. Xxxxxxxx:
Pursuant to our clients' agreement to modify the terms of the above noted
Agreement of Sale, I have enclosed a new Promissory Note and four (4) original
copies of the Security Agreement. The terms of the original Promissory Note have
changed such that instead of borrowing $500,000.00 Oak Tree Medical Management
is borrowing $300,000.00 with the balance of $200,000.00 being paid to Sellers
in the form of Oak Tree Medical Systems, Inc. stock. Also, Oak Tree Medical
Management, Inc. will be paying $14,735.81 per month for twenty three (23)
months in order to retire the Note. You should hold the new Promissory Note in
escrow until the original Note ($500,000) is returned to me.
Please have your clients sign all four originals of the Security Agreement and
return two (2) fully executed originals to me. You should also hold these
Security Agreements in escrow until the former originals are returned to me.
As concerns the stock, Oak Tree Medical Systems, Inc. will issue 33,333 shares
of its common stock to Sellers in satisfaction of Oak Tree Medical Management's
remaining $200,000.00 obligation to Sellers. If during the next eighteen (18)
months from December 11, 1996, the common stock reaches a trading price of seven
($7.00) dollars per share or more, and remains at that level for at least one
full business week (M-F) during the eighteen month term, then the 33,333 shares
of the common stock issued will have satisfied the $200,000.00 balance due,
under the terms of the Agreement of Sale.
If, during the eighteen (18) month term, the common stock never reaches the
seven ($7.00) dollar per share threshold for one week, then an additional 8,772
shares of Oak Tree Medical Systems, Inc. common stock will be issued to Sellers
in satisfaction of the purchase price balance of $200,000.00.
Please acknowledge, on behalf of your clients, your agreement with this
modification of the Agreement of Sale terms, as contained herein.
Most Sincerely,
/s/ Xxxxxxxxx X. Xxxx
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Xxxxxxxxx X. Xxxx
_______________________
Xxxx Xxxxxxxx, Esq.
