Harmel S. Rayat
216 - 1628 West 1st Avenue
Vancouver, BC, V6J 1G1
January 4, 2001
Board of Directors
MedCare Technologies, Inc.
Suite 1210 - 1515 West 22nd Avenue
Oak Brook, IL 60523-2045
Attention: Mr. Ray Krauss, President & CEO
Dear Sirs:
MedCare Technologies, Inc. (the "Company") is currently in need of a cash
infusion in order to continue its operations. At present, the Company has
virtually no operating cash and has considerable outstanding liabilities.
To assist the Company, I am prepared to provide up to USD$150,000, of which
USD$10,000 has already been provided by wire transfer.
Of the USD$150,000, USD$111,329 will be allocated to acquire 81.5 shares of
Series B Convertible Preferred Stock (par value $0.25) and related warrants. The
balance of USD$38,671 will be to acquire 800,000 restricted common shares.
In further consideration of my investment, the Company shall make available
4,000,000 share purchase warrants to acquire common shares at $0.05 for a term
of four years. Additionally, the Company shall undertake to register all shares
underlying both the Series B Convertible and the four year share purchase
warrants.
If the foregoing is acceptable, please forward 81.5 share of Series B
Convertible Preferred Stock registered in the name of Harmel S. Rayat, a
subscription agreement to purchase 800,000 common shares, a four year share
purchase warrant for 4,000,000 common shares and an undertaking to register all
underlying common stock of the Series B Preferred and the four share purchase
warrants by no later than the close of business on Monday, January 8th, 2001.
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January 4th, 2001
MedCare Technologies, Inc.
Page 2
Upon receipt of the Series B Preferred shares, subscription agreement and four
share purchase warrants I will deposit into the Company's Bank of Montreal
account USD$140,000. I have attached a copy of a bank draft that has already
been prepared.
Please indicate your acceptance by signing below and returning as soon as
possible.
Yours very truly,
/s/ Harmel S. Rayat
-------------------
Harmel S. Rayat
Agreed to and accepted this 4th day of January, 2001, for and behalf of MedCare
Technologies, Inc.
Ray Krauss
cc: Gary Blume
