SOFTWARE PUBLISHING CORPORATION HOLDINGS, INC.
0X Xxx Xxxx
Xxxxxxxxx, Xxx Xxxxxx 00000
December 17, 1998
Xx. Xxxx X. Xxxxx
c/o Electronic Licensing Organization
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Common Stock Subscription
Dear Xx. Xxxxx:
This letter sets forth your agreement with Software Publishing
Corporation Holdings, Inc., a Delaware corporation (the "Company"), as follows:
1. You agree that $22,500 of the $30,000 owed by the Company to you in
respect of your compensation for 1998 shall be converted into an aggregate of
30,000 shares (the "Shares") of common stock, par value $.001 per share (the
"Common Stock"), of the Company, effective as of the date hereof.
2. The Company will pay to you the remaining $7,500 due to you with
respect to your compensation for 1998 upon the Company raising more than
$500,000 in a financing transaction.
3. The Shares will be registered for resale in the Company's proposed
registration statement on Form S-3 which is next filed with the Securities and
Exchange Commission.
4. You acknowledge that you are an accredited investor by virtue of
your being an officer and director of the Company, and that you are purchasing
the Common Stock for investment, and not with a view to distribution, and have
no contacts, arrangements or understandings with respect to any disposition of
the Shares.
If the foregoing accurately sets forth our understanding, please sign
where indicated below.
Very truly yours,
SOFTWARE PUBLISHING CORPORATION
HOLDINGS, INC.
By: /s/ Xxxx X. Xxxxxxxxx
-----------------------------
Xxxx X. Xxxxxxxxx, President
Accepted and agreed as of
the date first above written:
/s/ Xxxx X. Xxxxx
----------------------------
Xxxx X. Xxxxx
