Exhibit D
[Xxxxxxx Group Letterhead]
July 1, 1997
By Fax: 561/000-0000
212/682-5272
By Hand c/o Toy Biz Inc. and
By Certified Mail
Return Receipt Requested
Xx. Xxxxx Xxxxxxxxxx
Xxxxx Xxxxxxxxxx, X.X.
XXX Inc.
P.O. Box 1028
Lake Worth, Florida 33460-1028
Dear Sirs:
This is to inform you that Xxxxxxx Group Incorporated ("Xxxxxxx")
is hereby terminating the Stock Purchase Agreement, dated as December 27,
1996, as amended as of January 29, 1997, by and among Xxxxxxx, Xxxxx
Xxxxxxxxxx, Xxxxx Xxxxxxxxxx, X.X. and ZIB Inc. pursuant to Section 7.1
thereof.
Very truly yours,
XXXXXXX GROUP INCORPORATED
By: /s/ Xxxxx X. Xxxxxxxx
cc: Battle Xxxxxx LLP
Park Avenue Tower
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxxx, Esq.
Xxxx Xxxxxxxx, Esq.