Montreal, May 9, 2000
VisualMed Clinical Systems Inc.
391 Laurier Street West
Montreal, Quebec
H2V 2K3
Dear Sirs:
The following will confirm that the undersigned is the registered holder of
10,000,000 voting but unregistered common shares of VisualMed Clinical Systems
Corp. ("VisualMed U.S."), a Nevada corporation which is the registered owner of
all of the voting common shares of VisualMed Clinical Systems Inc. ("VisualMed
Canada") a Canadian corporation. I acquired these shares (the "Special Shares")
for a nominal consideration on May 9, 2000 to assist in ensuring that the
corporate direction and management of VisualMed U.S. be exercised, through me,
as described below.
The former common shareholders of VisualMed Canada have been issued in their
place certain exchangeable shares of VisualMed Canada (the "Exchangeable
Shares") entitling the holders, following exchange, to receive in excess of
19,002,785 common shares of VisualMed U.S., the whole pursuant to the Exchange
Agreement entered into on May 1, 2000 by VisualMed U.S., VisualMed Canada and
all holders of Exchangeable Shares (the "Exchange Agreement").
Accordingly, I undertake towards the holders of Exchangeable Shares of VisualMed
Canada, firstly that I shall take all steps as may be permitted or required of
me to cause the election and maintain as the Board of Directors of VisualMed
U.S. the following individuals, (as may be added or amended from time to time at
the written request or written consent of the holders of a majority of the
Exchangeable Shares of VisualMed Canada, which request or consent shall be
directed to the undersigned at the address of VisualMed Canada):
Gerard Dab
Arthur Gelston
Linda McHarg
Linda Snell
Richard Le Hir
Richard Borenstein
Caroline Singleton
Secondly, I confirm to VisualMed Canada and undertake towards the holders of
Exchangeable Shares that I shall exercise any other rights of vote or otherwise
in my capacity as a shareholder of VisualMed U.S. as may be directed or
consented to from time to time in writing to by the holders of a majority of the
Exchangeable Shares of VisualMed Canada, then outstanding, which request or
consent shall be directed to the undersigned at the address of VisualMed Canada.
I will continue to be bound by this undertaking until (i) the Registration
statement on Form SB-2 with the United States Securities and Exchange Commission
has been rendered effective, which will register the 19,002,785 common shares of
VisualMed U.S. in favour of the holders of Exchangeable Shares of VisualMed
Canada and (ii) such number of common shares of VisualMed U.S. has been validly
issued (from the said 19,002,785 reserved common shares) in favour of the
holders of Exchangeable Shares that represent a majority of all issued and
outstanding voting shares of VisualMed U.S. (the "Holding Period").
Upon the expiry of the Holding Period, I have agreed to sell and VisualMed U.S.
has agreed to purchase, for cancellation, further to a written request to be
sent by me to VisualMed U.S. (the "Request"), all of the Special Shares for a
nominal consideration, the whole pursuant to an Agreement to Purchase Common
Stock made between VisualMed U.S. and the undersigned dated May 9, 2000, a copy
of which is attached. I hereby agree that I shall send the Request, asking for
the purchase and cancellation of the Special Shares, forthwith upon the expiry
of the Holding Period. Upon purchase and cancellation of the Special Shares by
VisualMed U.S., I shall have no further obligations under this agreement.
I further agree and undertake for myself and my heirs, successors and legal
representatives that in the event of my death or incapacity, as the latter shall
be determined by two medical experts or by a definitive judgment rendered by a
court of competent jurisdiction, there shall be a deemed disposition of the
Special Shares (without any further action required to effect such disposition),
in favour of a person designated in writing by the holders of a majority of the
Exchangeable Shares then outstanding, effective as at the date of my death or
the date on which my incapacity has been determined as mentioned above, provided
such person agrees to be bound to the terms hereof and of the Agreement to
Purchase Common Stock. For greater certainty, it is understood that the
obligation to transfer the Special Shares to the person so named shall be
binding upon my heirs, successors and legal representatives who are directed on
my behalf to take all such steps as may be necessary to effect such transfer.
Although I understand that it is not the intention of VisualMed U.S. to declare
dividends or otherwise distribute proceeds to its shareholders, I hereby confirm
that in such event, any proceeds I receive as a holder of the Special Shares
will be held in trust by me for the benefit of and made over to the holders of
Exchangeable Shares then outstanding on a pro rata basis.
VisualMed Canada agrees to indemnify and hold harmless the undersigned from and
against any actions, claims in damages, lawsuits or other proceedings of any
nature and to indemnify me against any losses arising therefrom in connection
with the exercise by me of my voting rights in the Special Shares as provided
for herein.
If you are in agreement with the foregoing, please sign in the space provided
below.
Yours very truly,
Richard Le Hir
Agreed to and accepted this 9th day of May, 2000.
VisualMed Clinical Systems Inc.
Per:
Arthur Gelston
President
