Silver Jack – ‘SC 13G’ on 12/22/99 re: Mark Solutions Inc – EX-99.1

On:  Wednesday, 12/22/99   ·   Accession #:  891092-99-830   ·   File #:  5-40053

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Statement of Beneficial Ownership   —   Schedule 13G
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G      Statement of Beneficial Ownership                      5     18K 
 2: EX-99.1     Consulting Agreement                                   5     19K 

EX-99.1   —   Consulting Agreement

EX-99.1
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                                                                    Exhibit 99.1

SHERLEIGH ASSOCIATES LLC
660 MADISON AVENUE
NEW YORK, NEW YORK 10021

CONSULTING AGREEMENT

                           November 11, 1999

MarkCare Medical Systems, Inc.                                                  
Attn: Carl Coppola, President                                                   
1515 Broad Street                                                               
Bloomfield, New Jersey 07003                                                    

Dear Mr. Coppola:                                                               

      This letter will confirm our agreement (the "Agreement") pursuant to which
Sherleigh  Associates  LLC (the  "Consultant"),  has been retained to serve as a
management  consultant  and  advisor to  MarkCare  Medical  Systems,  Inc.  (the
"Company")  and/or its  subsidiaries  or affiliates  for a period of twelve (12)
months  commencing on the date hereof unless  extended by mutual written consent
of the parties hereto.  The undersigned hereby agrees to the following terms and
conditions:                                                                     

   1.    Duties of Consultant. The Consultant shall, at the request of the
Company, upon reasonable notice, render the following services:                 

            (i)   assist the Company in the presentation of an in-depth business
                  plan  suitable  for   presentation  to  potential   investors,
                  underwriters,  strategic partners and lenders.  We have agreed
                  that the basic components of the business plan will consist of
the following:                              

(a)   Overview of the Company and PACS.     
              (b)   Description of the capabilities of the Company PACS.
              (c)   Strategic market analysis: trends and opportunities,
domestic and international.     
             (d)   Value proposition to the PACS' buyer including case
studies and/or testimonials.    
               (e)   Competitive analysis of the Company PACS versus Agfa,
Kodak etc.                      
   (f)   Financial projections and capitalization.

         (ii)  introduce the Company to prospective underwriters, auditors
and legal counsel.                          

(iii) provide financial guidance on issues of budgeting,
compensation and financial structure.       

           (iv)  assist the Company in developing sources of interim financing
should interim financing be deemed required.

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            (v)   develop  together  with  the  Company  an  investor  relations
                program, including the hiring of an investor relations firm.

            (vi)  provide advice and guidance  regarding an employee  option and
warrant program.                            

            (vii) provide  assistance and guidance regarding a possible spin-off
of the Company from its parent company.     

            (viii)provide advice and guidance regarding prospective appointments
to the Board of Directors of the Company.   

      2.    Compensation. As compensation for the services which have previously
been  rendered by the  Consultant  on behalf of the  Company  with regard to the
formulation  of  preliminary  business  concepts  and  in  consideration  of the
Consultant's  commitment to enter into this Agreement,  the Company shall pay to
the Consultant a monthly fee of $1,000 for each month during the term hereof.   

3.    Issuance of Stock and Warrant.                                

      3.1   The Company,  on the execution of this Agreement,  shall sell to the
Consultant the following  shares and warrant in consideration of a cash purchase
price of $60,000:                                                               

           (i)   such  number of  shares  of the  Company's  common  stock  (the
                 "Initial  Shares") which shall equal (following the issuance of
                 such  shares  to the  Consultant)  5% of  all  the  issued  and
                 outstanding  capital  stock of the  Company on a fully  diluted
basis(1); and                                 

           (ii)  a common stock purchase warrant ("Warrant") to purchase, for an
aggregate purchase price of $1.00:            

                 (a)  such  number  of  shares  of the  Company's  common  stock
                 ("Warrant  Shares") as shall  equal,  when added to the Initial
                 Shares,  5% of the Issued and outstanding  capital stock of the
                 Company on a fully diluted basis(1),  immediately following the
               Company's initial round of financing (as defined herein); and

                 (b) 5% of  the  number  of  the  Company's  shares  or  (shares
                 underlying  exercise  of)  warrants  issued  to  any  strategic
partners, employees consultants or affiliates.

--------------------                                                            
 (1) Fully diluted basis shall mean all shares of the Company issued and
outstanding after taking into account (a) the exercise of all outstanding       
warrants (including for purposes of section 3.1(b) the exercise of the Warrant),
options and convertible securities which are exercisable or convertible into the
Company's capital stock; and (b) any stock issued in exchange for, or           
capitalization of the Company's debt to its parent company.                     

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      3.2   The Company's  initial  round of financing  shall mean the number of
shares issued in  consideration  of the first  $2,000,000  raised by the Company
following the issuance of the Initial  Shares.  The Warrant shall have a term of
six months commencing on the date hereof.                                       

      3.3   The  Company  shall have the option (the  "Option")  to buy back the
Initial Shares, the Warrant and/or any Warrant Shares, from the Consultant for a
purchase  price of $160,000  provided  such Option may only be  exercised in the
event the Company has not, within six months from the date hereof, completed the
sale of equity and/or obtained financing (as defined herein) in a minimum amount
of $1,000,000. Notwithstanding the foregoing, the Option may not be exercised if
the Company, within a period of six months from the date hereof, has rejected an
offer to purchase  equity or provide  financing based upon a pre money valuation
of the Company of not less than $7,000,000(2). For purposes of this section, the
term  "financing"  shall mean either a loan fully or partially  convertible into
equity (at a conversion  rate based upon a pre money  valuation of not less than
$7,000,000), and/or a loan which requires the issuance of warrants to the lender
(exercisable  at a price  based  upon a pre  money  valuation  of not less  than
$7,000,000). The Option may be exercised by written notice to the Consultant and
by delivery of the aforesaid  Option  purchase price during the option  exercise
period  which shall  commence six months from the date hereof and shall end nine
months from the date hereof.                                                    

      3.4   The  Consultant  shall  have  two  demand  and  unlimited  piggyback
registration  rights  with  respect to the Initial  Shares,  the Warrant and the
Warrant Shares.                                                                 

      4.    Covenants.  As  further  consideration  to the  Consultant  for  its
execution  of  this  Agreement,  the  Company,  and  its  parent  company,  Mark
Solutions, Inc. ("MSI") covenant and agree as follows:                          

            (i)  MSI shall either subordinate all outstanding  indebtedness owed
                 by the Company to MSI to any  initial  round of  financing  (as
               that term is defined in Section 3.2) or capitalize such debt;

            (ii) For the term of this Agreement, Consultant shall have the right
                 to  designate  one member of the Board of  Directors of MSI and
                 one member of the Company's Board of Directors (or to designate
                 a  representative  to attend all  meetings of such boards as an
observer);                                    

            (iii)The Board of Directors of the Company shall  initially  consist
                 of one director designated by the Consultant, Carl Coppola, Leo
Futerman and two directors designated by MSI. 

      5.    Expenses.  The Company shall reimburse the Consultant for all of its
            reasonable and pre-approved travel and other out-of-pocket  expenses
incurred in connection with its engagement hereunder.   

--------------------                                                            
   (2) Such valuation shall be based upon an assumption that all debt of the
Company to its parent company (and/or other inter company debt) has been        
capitalized.                                                                    

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      6.    Relationship.  Nothing  herein  shall  constitute  Consultant  as an
employee or agent of the Company,  except to such extent as might hereinafter be
agreed upon for a particular  purpose.  Except as might hereinafter be expressly
agreed,  Consultant  shall not have the  authority  to  obligate  or commit  the
Company in any manner whatsoever.                                               

      7.    Confidentiality.  Except  in the  course of the  performance  of its
duties  hereunder,  Consultant  agrees  that it shall  not  disclose  any  trade
secrets,  know-how,  or other  proprietary  information not in the public domain
learned as a result of  Consultant's  services to the  Company  unless and until
such information become generally known or unless compelled to do so pursuant to
subpoena or court order.                                                        

      8.    Information;  Notice of Events.  The Company recognizes and confirms
that the Consultant  will be using  information  provided by or on behalf of the
Company in connection  with the  performance of its duties under this Agreement,
and that the  Consultant  does not  assume any  responsibility  for and may rely
upon,  without  independent  verification,  the accuracy and completeness of any
such information.  The Company hereby warrants that any information  relating to
the Company that is furnished to the  Consultant  by or on behalf of the Company
will be fair,  accurate and complete and will not contain any material omissions
or misstatements of fact.                                                       

      9.    Indemnity. The Company shall indemnify the Consultant from liability
it may incur in connection with the  performance of its duties  hereunder to the
extent  that such  liability  is a result of false  information  provided to the
Consultant by the Company.                                                      

      10.   Assignment.  The  Agreement  shall  not be  assignable  by any party
(except to  successors  to all or  substantially  all of the  business of either
party) for any reason whatsoever  without the prior written consent of the other
party,  which consent may be arbitrarily  withheld by the party whose consent is
required.                                                                       

      11.   Governing Law;  Submission to Jurisdiction.  This Agreement shall be
deemed to be a contract made under the laws of the State of New York and for all
purposes  shall be  construed  in  accordance  with the laws of said State.  The
Company and Consultant hereby irrevocably and unconditionally  consent to submit
to the exclusive  jurisdiction of the courts of the State of New York and of the
United States of America located in the State of New York, City of New York, for
any action,  suits or proceedings  arising out of or relating to this letter and
the  transactions  contemplated  hereby (and agree not to commence  any actions,
suits or proceeding  relating  thereto except in such courts,  and further agree
that service of process for any action,  suit or proceeding  brought against the
Company or the  Consultant,  as the case may be, in any such court.  The Company
and Consultant also hereby irrevocably and  unconditionally  waive any objection
to the laying of venue of any  action,  suit or  proceeding  arising out of this
letter or the transactions  contemplated  hereby,  in the courts of the State of
New York or the  United  States  of  America  located  in the State of New York,
County of New York and hereby further irrevocably and unconditionally waive, and
agree  not to plead a claim  in any such  court  that any such  action,  suit or
proceeding brought in any such court has been brought in an inconvenient forum. 

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      12.   Miscellaneous. This letter (a) incorporates the entire understanding
of the parties  with respect to the subject  matter  hereof and  supersedes  all
previous  agreements should they exist with respect thereto,  whether written or
oral, (b) may not be amended, modified or waived except in a writing executed by
the Company and the Consultant and their respective successors and assigns. This
letter  may be  executed  in any  number of  counterparts  and by the  different
parties  hereto in separate  counterparts,  each of which when so  executed  and
delivered  shall be  deemed to be an  original  for all  purposes,  but all such
counterparts together shall constitute but one and the same instrument. Delivery
of an  executed  counterpart  of this  letter  by  facsimile  shall  be  equally
effective as delivery of an executed original counterpart of this letter.       

    Please confirm that the foregoing is in accordance with your understanding
and agreement with the Consultant by signing and returning to us a copy of this 
letter, which shall become our binding agreement upon our receipt.              

     We are delighted to accept this engagement and look forward to working with
you on this assignment.                                                         

                 Very truly yours,

                        SHERLEIGH ASSOCIATES LLC

                    By:  /s/ Jack Silver
                           ---------------------
                            Name:  Jack Silver
                          Title: President

AGREED AND ACCEPTED AS OF                                                       
THE DATE FIRST ABOVE WRITTEN:                                                   

MARKCARE MEDICAL SYSTEMS, INC.                                                  

By: /s/  ILLEGIBLE SIGNATORY                                                    
-----------------------------                                             
Name:                                                                 
Title:  PRES & CEO                                                    

AS TO SECTION 4                                                                 
MARK SOLUTIONS, INC.                                                            

By: /s/  ILLEGIBLE SIGNATORY                                                    
-----------------------------                                             
PRES & CEO                                                            

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		11/11/99		1
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