January 14,1997
Xxxx Xxxxxxxx, Esq.
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. These new documents have again been
modified since my 12/26/96 letter to you. The terms of the original Promissory
Note have changed such that instead of borrowing $500,000.00 Oak Tree Medical
Management is borrowing $400,000.00 with the balance of $100,000,00 being paid
to Sellers in the form of Oak Tree Medical Systems, Inc. stock. The additional
$100,000 payable over nine (9) months according to the terms of the original
Agreement, will also be satisfied by issuing Oak Tree Medical Systems, Inc.
stock. Also, Oak Tree Medical Management, Inc. will be paying $14,763.26 per
month for thirty two (32) 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,
Xxxxxxxxx X. Xxxx ----------------------
Xxxx Xxxxxxxx, Esq.
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