Cyber Care Inc – ‘S-3/A’ on 5/4/00 – EX-23.5

On:  Thursday, 5/4/00, at 9:40am ET   ·   Accession #:  890566-0-653   ·   File #:  333-30258

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Pre-Effective Amendment to Registration Statement for Securities Offered Pursuant to a Transaction   —   Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3/A       Pre-Effective Amendment to Registration Statement     41    161K 
                          for Securities Offered Pursuant to a                   
                          Transaction                                            
 2: EX-5.2      Opinion re: Legality                                   1      9K 
10: EX-23.10    Consent of Experts or Counsel                         13     47K 
 3: EX-23.2     Consent of Experts or Counsel                          1      7K 
 4: EX-23.3     Consent of Experts or Counsel                          1      6K 
 5: EX-23.5     Consent of Experts or Counsel                          2     11K 
 6: EX-23.6     Consent of Experts or Counsel                          2      8K 
 7: EX-23.7     Consent of Experts or Counsel                          4     19K 
 8: EX-23.8     Consent of Experts or Counsel                          3     13K 
 9: EX-23.9     Consent of Experts or Counsel                         14     35K 

EX-23.5   —   Consent of Experts or Counsel

EX-23.5
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                                                                    EXHIBIT 23.5

[CYBER-CARE LOGO] 

LETTER AGREEMENT

_______ __, ____                                                                

Mr. Alan Mendelson                                                              
Axiom Ventures Partners                                                         

City Place II                                                                   
17th Floor                                                                      

185 Asylum Street                                                               
Hartford, CT 06103                                                              

Dear Mr. Mendelson:                                                             

    The purpose of this letter is to memorialize the terms and conditions of
the agreement by and between your company, Axiom Ventures Partners (hereinafter 
"Axiom") and Cyber-Care, Inc. (the "Company"). The agreement is as follows:     

A. APPOINTMENT AND SERVICES. Company agrees to retain Axiom as their
nonexclusive agent and Axiom agrees to accept such appointment and to perform   
the services set forth below all upon the terms and conditions herein set forth.
Axiom agrees to perform or cause to be performed the following services:        

    1.    Advise the Company and its management with respect to any business
        finance opportunity with respect to insurance companies that the
Company deems compatible with its business plan;        

      2.    Publicize, as directed, the Company, its businesses and its business
plan to the insurance companies;                        

3.    If requested by the Company, assist Company relative to any   
          negotiations with the insurance companies and provide Company with
periodic status reports concerning such negotiations;   

    4.    To act as liaison between the Company and the insurance companies;

      5.    To advise the Company with respect to communications and information
disseminated to and from the insurance companies; and   

EX-23.5
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   6.    Promote, develop and implement agreements between the Company and
the insurance companies.                                

   B. OBLIGATIONS OF THE COMPANY. In consideration for the above services,
Company agrees to:                                                              

    1.    Reimburse Axiom for all reasonable and necessary expenses incurred
      which are directly related to the performance required by this
       agreement. All expenses must be approved in advance. Axiom must
       provide appropriate documentation of any expenses incurred. All
        other expenses, unless otherwise agreed, shall be paid by Axiom.

 2.    For services contemplated by this agreement, the Company hereby
            grants to Axiom a warrant to purchase 200,000 shares of common stock
at a price of $5.00.                                    

    C. TERM AND TERMINATION. The initial term of this Letter Agreement shall
be one (1) year. This Letter Agreement may be terminated at any time by either  
party upon a material breach of this Letter Agreement and/or the Confidentiality
Agreement by the other party. After the initial term, either party by providing 
the other party with 10 days prior written notice may terminate this Letter     
Agreement. The provisions set forth above in respect to the payment of a fee    
shall survive a termination of this Letter Agreement, other than as a result of 
a material breach of this Agreement or the Confidentiality Agreement, for a     
period of one (1) year.                                                         

   Axiom is not a registered broker-dealer and will not provide any advice
with respect to the purchase or sale of securities.                             

 If the terms set forth in this letter meet with your approval, please
indicate your acceptance by signing a copy of this letter and the               
confidentiality agreement and return one executed copy of each to the           
undersigned.                                                                    

                                             Very truly yours,

                                              /s/PAUL C. PERSHES
                                                      Paul C. Pershes, President

Agreed to and accepted this ____ day of _________, ____.  

                                             /s/ALAN MENDELSON
                                              Alan Mendelson for
                                                   Axiom Ventures Partners