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EXHIBIT 6.28
LETTER AGREEMENT FOR CONVERSION OF OUTSTANDING DEBT, DATED MARCH 24, 1997 BY
AND BETWEEN THE COMPANY AND PELLE LEATHER, LTD; GROWTH SCIENCE VENTURES, INC.;
L.E. INTERNATIONAL LTD.; XXXXXXX XXXXXXX; XXXXXX XXXXXXXX; XXXXXX XXXXXXX; AND
XXXXXX XXXXXXXXX
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March 24, 1997
VIA FACSIMILE AND U.S. MAIL
Xxxxx X. Xxxxxxxxx, Esq.
Xxxxxxxxx & Xxxxxxxx
00000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxx Xxxxx, XX 00000
RE: KCD HOLDINGS, INCORPORATED ("KCD")
Dear Xx. Xxxxxxxxx:
This letter will memorialize the proposed agreement reached with KCD
concerning the purchase of KCD common stock in complete satisfaction of
promissory notes dated May 1, 1996 made by KCD in favor of Pelle Leather, Ltd.,
Growth Sciences Ventures, Inc., L.E. International, Ltd., Xxxxxx Xxxxxxx, Xxxxxx
Xxxxxxxx, Xxxxxx Xxxxxxx, and Xxxxxx Xxxxxxxxx, O.D. (the "Noteholders").
The terms of the proposed agreement are as follows. KCD will pay interest to
the Noteholders due and payable through March 15, 1997, in cash on or before
March 19, 1997. KCD will issue to the Noteholders restricted common stock (the
"Shares") equivalent to the unpaid balance as of March 31, 1997 on the
promissory notes (the "Balance"). KCD will file the necessary documents to have
the restricted common stock (the "Shares") registered on Form S-3 on or before
May 15, 1997. The stock price upon which the Balance will be converted to the
Shares will be determined as of March 31, 1997. The Balance will be converted to
the Shares at a price twenty-five percent (25%) below the closing bid price of
KCD Shares on March 31, 1997.
If this letter does not accurately reflect the terms of the agreement,
please contact me immediately. If the terms of the agreement are accurately set
forth herein, please execute this letter and return it to our offices at your
earliest convenience.
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[LETTERHEAD
XXXXXXX
XXXXXX &
XXXXX]
Your cooperation and courtesy extended in this matter is appreciated.
Sincerely,
XXXXXXX, XXXXXX & XXXXX
XXXXXXXXXXX X. XXXXXX
CAW
cc: Sequester Holdings, Inc.
Noteholders agree to convert their promissory notes dated May 1, 1996 to the
Shares pursuant to the terms set forth above.
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Xxxxx X. Xxxxxxxxx
Attorney for Noteholders
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