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Exhibit 10.8
DEBT CONVERSION AGREEMENT
The undersigned creditors of Xxxx Xxxxxx Direct, Inc. ("GPDI") has received
GPDI's Confidential Disclosure Memorandum dated June 4, 1999 (the "Memorandum").
GPDI has requested and the undersigned wishes to convert GPDI's outstanding debt
to the undersigned into shares of the Common Stock of GPDI.
Accordingly, the undersigned represents and warrants to, and agrees with,
GPDI as follows:
1. The undersigned agrees to convert all of GPDI's indebtedness to the
undersigned (the "Debt"), into a whole number of shares of Common
Stock of GPDI equal to the Debt divided by $2.00. No fractional shares
of Common Stock will be issued and any fraction remaining after the
foregoing division will be ignored.
2. The conversion will be deemed to occur effective September 30, 1999.
3. The undersigned acknowledges receipt of the Memorandum. The
undersigned believes it has received all information it considers
necessary and appropriate for deciding whether to accept the
conversion. The undersigned has had an opportunity to ask questions of
and receive waivers from officers and directors of GPDI.
4. The undersigned represents that it has not sold, transferred or
assigned, and it agrees that it will not sell, transfer or assign, the
Debt or any interest in the Debt to any person.
5. The undersigned agrees to deliver against receipt of certificates
evidencing the shares of Common Stock an acknowledgement that the Debt
has been paid in full.
6. The undersigned has enclosed an investment representation letter with
respect to the GPDI shares to be named to the undersigned in exchange
for the Debt.
10/23/99 /s/ Xxxxxxx I Silver
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Date [Signature]
Xxxxxxx X. Silver
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[Print Name]
Account of Debt $6,245.00
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