EXHIBIT 3 ASSIGNMENT OF STOCKHOLDERS AGREEMENT This Assignment of Stockholders Agreement dated as of August 13 1997 (this "Assignment") is entered into between Marley Holdings, L.P., a Delaware limited partnership ("Marley") and Marley G.P., Inc. and...

                                                                       EXHIBIT 3
 
                      ASSIGNMENT OF STOCKHOLDERS AGREEMENT
 
    This Assignment of Stockholders Agreement dated as of August 13 1997 (this
"Assignment") is entered into between Marley Holdings, L.P., a Delaware limited
partnership ("Marley") and Marley G.P., Inc. and relates to that certain
Stockholders Agreement dated as of December 28, 1995 (the "Agreement") among
Xxxxx Xxxxxxxxxxx Company (formerly known as Xxxxx, Inc.), a Delaware
corporation (the "Issuer"), Marley, Greylock Investments Limited Partnership, a
Massachusetts limited partnership and the other stockholder signatories listed
on the signature pages thereof. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Agreement.
 
                                    RECITALS
 
    WHEREAS, Marley intends to distribute to its general partner and limited
partners the shares of Common Stock held by Marley as of the date hereof (the
"Distribution") in connection with an offering of Common Stock by the Company
and certain selling stockholders pursuant to a Registration Statement on Form
S-2 (File No. 333-29581) (the "Offering");
 
    WHEREAS, Section 6.3 of the Agreement provides that the Agreement is
assignable by Marley at its option to any Marley Affiliate; and
 
    WHEREAS, Marley desires to assign the Agreement to its general partner
Marley, G.P., Inc.;
 
    NOW, THEREFORE, the parties agree as follows:
 
    1. ASSIGNMENT. Marley hereby assigns to Marley G.P., Inc. all of Marley's
obligations and benefits under the Agreement and Marley G.P., Inc. accepts such
assignment.
 
    2. EFFECTIVE DATE. This Assignment shall take effect immediately upon the
effectiveness of the Distribution.
 
    IN WITNESS WHEREOF, the parties have executed this Assignment through their
duly authorized representatives as set forth below:
 

                                            
MARLEY G.P., INC.
 
                                               MARLEY HOLDINGS, L.P.
 
                                               By: Marley G.P., Inc.
                                               Its General Partner
 
Signature: /s/ XXXXXXXXX XXXXXXXXXXX
 
                                               Signature: /s/ XXXXXXXXX XXXXXXXXXXX
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Printed Name: Xxxxxxxxx Xxxxxxxxxxx            Printed Name: Xxxxxxxxx Xxxxxxxxxxx
Title: PRESIDENT                               Title: PRESIDENT