OAK TREE
Medical Systems, Inc.
P.O. Box 313, Woodmere, NY 11598
Tel: (718) 769-6042
Fax: (718) 769-6447
July 19, 2000
Timothy Stoakes
12 Windsor Square
Exmouth Devon, EX81JX
ENGLAND
This letter sets forth the terms and conditions upon which Timothy Stoakes (the
"Consultant") will act as a public relations consultant to Oak Tree Medical
Systems, Inc. (the "Company").
1. Scope of Engagement Consultant will act as a public relations advisor
and consultant to the Company outside the United States and, in such
capacity, will perform such public relations services as shall be
appropriate to acquaint the financial community with the Company, its
business and prospects.
2. Responsibilities and Services Provided With respect to the scope of
assignment and at all times subject to Section 7 hereof, Consultant
will:
a. Familiarize itself with the business, operations,
management, financial condition, and future prospects
of the Company;
b. Meet and communicate concerning the Company with
brokers, dealers, financial advisors, publicists,
investors and other members of the financial
community;
c. Arrange meetings and other avenues of communication
between the Company's executives and members of the
financial community; and
d. Advise the Company on the formulation, preparation
and delivery of its presentations to the financial
community.
3. Compensation to Consultant As compensation for Consultant's services,
the Company agrees to grant Consultant options to acquire an aggregate
of 150,000 shares of Common Stock at an exercise price of $0.60 per
share,
The options granted hereby shall be immediately exercisable and shall
expire on the first anniversary of the date hereof, and may be
exercised in whole or in part on a "cashless" basis at any time prior
to the expiration of the Options. The Company shall use its best
efforts to file with the SEC, no later than September 15, 2000, a
registration statement on any applicable registration form registering
the shares of Common Stock issuable upon the exercise of the Options .
4. Reimbursement of Expenses The Company agrees to reimburse Consultant on
a monthly basis for all reasonable out-of-pocket expenses which have
been pre-approved.
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5. Terms of Engagement The agreement of Consultant pursuant to the terms
of this Letter Agreement shall be effective commencing on the date
hereof and shall continue until the first anniversary of the date of
this Letter Agreement; provided that the Company may terminate this
Letter Agreement at any time, for any reason, by giving 60 days, prior
written notice of such termination to Consultant.
6. Confidentiality Each of the parties agrees to keep any information with
respect to each other and this agreement confidential and not make use
thereof except as may be required by applicable law or judicial
process. Each party will not be identified or referred to in any public
release or communication prepared by either party or any of their
affiliates or associates without the other party's prior written
consent.
7. Company's Obligations The Company will continuously and timely appraise
Consultant of material matters relevant to the Company's business.
The Company recognized, agrees and confirms that Consultant (i) will be
using and relying on information available from the Company and
generally recognized public sources (the "information"), without having
independently verified the same, and; (ii) does not assume
responsibility for the accuracy of completeness of the information. The
Company will, in addition to any duties of indemnification set forth in
this Letter Agreement, indemnify and hold Consultant harmless for any
claim, suit or judgement arising out of Consultant's use of any
information concerning the Company furnished by the Company to the
Consultant.
8. Limitation of Liability; indemnification In performing its services
under this agreement, neither Consultant nor any officer, director,
employee, shareholder, attorney, or agent of Consultant will be liable
to the Company or its creditors for errors or judgment or for any other
acts, except for acts of negligence of Consultant.
Notwithstanding anything contained in this Letter Agreement, in the
event that Consultant incurs any liability or obligations in connection
with the performance of its services under this Letter Agreement, the
Company shall indemnify Consultant for all of such liabilities,
obligations, expenses, or costs arising therefrom, including reasonable
legal fees incurred by Consultant, except for (i) actions of Consultant
which have not been authorized by the Company and (ii) acts of
negligence of Consultant.
9. Relation of the Parties Nothing in this Letter Agreement shall be
constructed to place Consultant and the Company in the relationship of
partners or joint ventures. Neither Consultant nor the Company shall
represent itself as the agent or legal representative of the other for
any purpose whatsoever. Consultant, in performing its service
hereunder, shall at all times be an independent contractor.
10. Miscellaneous Notwithstanding anything to the contrary contained
herein, the provisions concerning confidentiality, indemnification and
the Company's obligations to reimburse expenses obtained herein shall
survive any expiration or termination of Letter Agreement. The Letter
Agreement may not be amended or construed in accordance with the laws
of the State of New York without reference to principles of conflicts
of the law thereof.
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If the foregoing conforms to your understanding, please sign, and date and
return to us the enclosed copy of this copy of this letter.
Very truly yours,
Oak Tree Medical Systems, Inc.
/s/ Simon Boltuch /s/ Timothy Stoakes
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Simon Boltuch Timothy Stoakes
Chief Financial Officer
