EXHIBIT 3
ASD GROUP, INC.
XXX XXXXXXXX XXXXXX
XXXXXXXXXXXX, XX 00000
(000) 000-0000
March 4, 1999
Xx. Xxxx X. Xxxxx
000 Xxxxx Xxxxxxxxx Xxxx
Xxxxxxxx, XX 00000
Dear Xxxx:
This letter will confirm our agreement regarding the current amount
owed by ASD Group, Inc. (the "Company") to you. You agree to forgive the
Company's indebtedness to you in the aggregate principal amount of $707,492.91
plus all accrued and unpaid interest as evidenced by the Amended and Restated
Promissory Note between the Company and Xxxx X. Xxxxx dated as of November 18,
1997 and the Promissory Note between the Company and Xxxx X. Xxxxx dated as of
June 26, 1998 in exchange for the following:
(1) 150,000 shares of the Company's common stock (the "Shares"),
which Shares will NOT be subject to the redemption provision
described below;
(2) release of the 85,718 shares of the Company's common stock
(the "Escrow Shares") owned by Xxxx X. Xxxxx and currently
being held in escrow pursuant to the Escrow Agreement among
the Company, Xxxx X. Xxxxx and Broad and Xxxxxx dated as of
June 26, 1998 (the "Escrow Agreement") and termination of the
Escrow Agreement;
(3) registration of the re-sale of the Shares and Escrow Shares on
the Company's Registration Statement on Form SB-2 filed with
the U.S. Securities Exchange Commission on February 1, 1999
(the "Registration Statement"); provided, however, Xx. Xxxxx
will agree not to sell, transfer or otherwise dispose of the
Shares and Escrow Shares for a period of 180 days from the
effective date of the Registration Statement and the
certificate representing the Shares and Escrow Shares will be
affixed with a legend describing this restriction;
(4) Xxxx X. Xxxxx will provide the Company with a general release
in a form annexed hereto as Appendix "A". This release will be
held in escrow by his counsel, Xxxxx, Xxxxxx & Xxxxxx, LLP,
until all of the provisions of this agreement have been
satisfied;
(5) the Company, its officers and all the parties listed as
Purchasers on Schedule 1 of the Securities Purchase Agreement,
dated June 26, 1998, will execute and deliver a Release in
favor of Xxxx X. Xxxxx in the form shown on Appendix "B". The
Company agrees to provide its executed and notarized Release,
and that of Xxxxx Xxxxxxxxx, at the time of the signing of
this agreement. Cameron Worldwide Ltd.
will provide its executed and notarized release within two (2)
business days of the signing of this agreement. Thereupon, the
Company agrees to use its best efforts to obtain executed and
notarized releases from the rest of the Releasors.
Furthermore, the Company acknowledges and agrees that Xxxx X.
Xxxxx will have no liability under Section 15 -
Indemnification Provision of the Securities Purchase
Agreement.
(6) concerning all insurance policies ("Policies") from which the
Company borrowed cash value along with accumulated interest
since the loan that formed the basis for Notes, the Company
agrees to first provide a release of assignment to be prepared
by Xxxxxx Holztshammer of Northeastern Mutual Life Insurance
Company and then the Company agrees to accept the transfer of
ownership of the Policies to the Company;
(7) the Company will provide continuously through September 1,
2001, Xxxx X. Xxxxx with life insurance for executives
according to the benefits of the Company's group insurance
plan and also provide Xxxx X. Xxxxx and his wife, health and
dental insurance according to the benefits of the Company's
group insurance plan;
(8) the Company will reimburse Xxxx X. Xxxxx at the signing of
this Agreement for fifty (50) percent of his legal fees in
connection with the negotiation of this Agreement, but not to
exceed $1,500,000; and
(9) as a quid pro quo to Xxxxxxx X. Xxx, age 62, the Company
agrees to provide life insurance for executives to him
according to the benefits of the Company's group insurance
plan and also to provide Xxxxxxx X. Xxx and his wife, health
and dental insurance according to the benefits of the
Company's group insurance plan until Xxxxxxx reaches age 65.
Upon receipt of the signed letter agreement, the exchange of the
Release(s), and the completion of Sections 3 through 9 above, we will deliver to
you the certificate representing 85,718 shares and certificates representing
150,000 shares.
Sincerely yours,
/s/ Xxxxx X. Xxxxxxxxx
-------------------------
Xxxxx X. Xxxxxxxxx
President
ACKNOWELDGED AND ACCEPTED THIS
___ DAY OF MARCH, 1999.
/S/ XXXX X. XXXXX
------------------------
Xxxx X. Xxxxx
