EXHIBIT 10.1
XXXXXXXX FRIEDLANDER & MALONEYHUSS
A PROFESSIONAL CORPORATION
SUITE 1102
000 XXXXXXXX XXXXXX
XXXXXXXXXX, XXXXXXXX 00000
(000) 000-0000
FAX (000) 000-0000
XXXXX X. XXXXXXXX XXXXXX X. XXXXXXXXX
XXXX XXXXXXXXXXX SPECIAL COUNSEL
XXXX X. XXXXXXXXXXX
November 27, 1998
VIA FACSIMILE
Xx. Xxxxx Xxxxxx
00000 Xxxxxxx Xxxxxx
Xxxxxxxxx 000
Xxx Xxxxxxx, XX 00000
Re: FEE PAYMENT AGREEMENT
Dear Xxxxx:
This letter reflects the agreement we have reached for paying
the outstanding bills that Oak Tree Medical Systems, Inc. ("Oak Tree") owes to
Xxxxxxxx Xxxxxxxxxxx & MaloneyHuss, P.A. ("BF&M"). The current balance owed is
$49,351.55 (the "Outstanding balance"). The terms of our agreement are as
follows:
1. Oak Tree will convey 20,000 shares of Oak Tree common stock,
free of any trading restrictions (the "Oak Tree Shares"), to
BF&M by delivering such shares, on or before December 4, 1998,
to a brokerage account to be opened by BF&M with Xxxxx & Co.
so that such shares are available for trading beginning
December 7, 1998.
2. BF&M agrees not to sell more than 3,000 of Oak Tree Shares per
week without obtaining Oak Tree's prior approval.
3. If, at such time as BF&M has sold all of the Oak Tree Shares,
the amount of proceeds, net of all commissions and expenses,
received by BF&M in connection with the sale of the Oak Tree
Shares (the "Net Proceeds") is less than the Outstanding
Balance, Oak Tree will pay to BF&M, within three business days
of receipt of a notice from BF&M requesting such payment, cash
in the amount of the difference between the Outstanding
Balance and the Net Proceeds.
Xx. Xxxxx Xxxxxx
November 27, 1998
Page 2
4. If the Net Proceeds exceed the Outstanding Balance, BF&M will
be entitled to retain the full amount of the Net Proceeds.
If you are in agreement with the foregoing terms, please sign
below accepting such terms on behalf of Oak Tree and return a copy of this
agreement to me via facsimile and the original by mail. Thank you for your
attention to this matter.
Very truly yours,
/s/ XXXXX X. XXXXXXXX
---------------------
Xxxxx X. Xxxxxxxx
ACKNOWLEDGED
AND AGREED:
Oak Tree Medical Systems, Inc.
/s/ XXXXX XXXXXX
------------------------
By: Xxxxx Xxxxxx
Chairman of the Board
