March 20, 2000
Xx. Xxxxxx X. "Skip" Xxxxxxx, III
000 Xxxxxx Xxxx Xxxxx
Xxxxxxxxxxx, XX 00000
Envirometrics, Inc.
0000 Xxxxxxxxxx Xxxxxxxxx
Xxxxxxxxxx, XX 00000
Re: 8,835 Shares of Series B Preferred Stock of Envirometrics, Inc. (the
"Company") Held By Xxxxxx X. Xxxxxxx, III
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.
I am enclosing herewith any Certificate(s) I 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 me.
With regard to any dividends which have accrued on the Preferred Stock, you are
hereby instructed to issue Common Stock to me in lieu of such accruals at a
price of $0.40 per share. I understand that no fractional shares will be issued,
and shares will be rounded off to the nearest whole number.
I represent that I have familiarized myself with the affairs of the Company, and
I am aware of the Agreement for the Exchange of Stock (the "Catapult Agreement")
between the Company and The Catapult Group, Inc. of Atlanta, GA and that the
Company intends to effect a split of the Common Stock prior to the Closing
thereof at a ratio of one new share of Common Stock being issued for every ten
shares then outstanding; and, further, that I have had sufficient opportunity to
have the Catapult Agreement reviewed by counsel of my choice and I am fully
familiar with the terms thereof.
Sincerely yours,
Xxxxxx X. Xxxxxxx, III
