Exhibit 5.2
LETTER AGREEMENT
This Letter Agreement is dated as of February 1, 1998 between Kid Rom,
Inc. and Ultra Derma, Ltd. and Xxxxx Xxxx.
Whereas Kid Rom is acquiring the business of Ultra Derma for certain
shares of Kid Rom and cash;
Whereas the share price of Kid Rom's common stock may be susceptible to
price fluctuations;
Whereas, Kid Rom may be required or it may be necessary for Kid Rom to
issue shares of its stock which would have the effect of reducing the value of
its shares conveyed to Xxxxx Xxxx.
NOW THEREFORE, the parties hereto hereby agree to the following:
Until such time as Kid Rom may complete a registered public offering of
its shares, Kid Rom agrees to maintain Xxxxx Xxxx'x equity position in Kid Rom
at a level no less than 51% of Kid Rom so that the number of shares which she
owns divided by the number of issued and outstanding shares of Kid Rom is not
lower than 51%.
For purposes of this calculation the number of shares owned by Xxxxxx
Xxxxx may be included in the total number of shares owned by Xxxxx Xxxx.
This anti-dilution provision granted to Xxxxx Xxxx shall supercede any
provisions to the contrary which may be contained in any other agreement and is
a specific condition for Ultra Derma's and Xxxxx Xxxx'x agreement to convey the
Ultra Derma business to Kid Rom.
This Letter Agreement may not be amended, modified, or altered without
the prior written consent of the parties hereto.
In witness whereof the parties have executed this Agreement as of the
date above first written.
KID ROM, INC.
By: /s/ Xxxxxx Xxxxx
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Chairman
ULTRA DERMA, LTD.
By: /s/ Xxxxx Xxxx /s/ Xxxxx Xxxx
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Chairman Xxxxx Xxxx
