March 31, 2000
Mr. H. E. "Skipper" Xxxx
Shakespeare Partners
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Envirometrics, Inc.
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Re: 49,919 Shares of Series C Preferred Stock of Envirometrics, Inc. (the
"Company") Held By Shakespeare Partners.
Ladies and Gentlemen:
Pursuant to our Agreement of June 30, 1998, (the "Agreement," Paragraphs 10-24
of which are fully incorporated herein by reference and ratified and reaffirmed
in their entirety by the undersigned), we hereby notify you of our intent to
convert the above-referenced shares of Preferred Stock (the "Preferred Stock")
to Envirometrics Common Stock (the "Common Stock") at a ratio of 5 shares of
Common Stock for one share of Preferred Stock. Kindly effect this conversion on
the tenth day following your receipt of this notice or as soon thereafter as
practicable.
We are enclosing herewith any Certificate(s) we hold representing the Preferred
Stock. If you are holding any Certificate(s) representing the Preferred Stock,
you are hereby instructed to cancel same upon the issuance of the Common Stock
to us.
With regard to any dividends which have accrued on the entire Preferred Stock,
you are hereby instructed to issue Common Stock to us in lieu of such accruals
at a price of $0.40 per share. We understand that no fractional shares will be
issued, and shares will be rounded off to the nearest whole number.
We represent that: (a) we have familiarized ourselves with the affairs of the
Company, and we are aware of the Agreement for the Exchange of Stock (the
"Catapult Agreement") between the Company and The Catapult Group, Inc. of
Atlanta, GA; (b) we have received and reviewed a copy of the Catapult press
release dated March 13, 2000 which refers to the Catapult Agreement; and (c) we
are aware that the Company intends to effect a split of the Common Stock prior
to the closing of the Catapult Agreement at a ratio of one new share of Common
Stock being issued for every ten shares then outstanding.
Sincerely yours,
