EXHIBIT 3
March 22, 2000
Xxxx X. Xxxxxx
x/x Xxxxxxxxx & Xxxxxx X.XX.X.
0000 XXX Center
00 Xxxxx 0xx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000-0000
Dear Xx. Xxxxxx:
This letter is an agreement between you and Grow Biz International,
Inc. (the "Company") regarding your proposal for you, Xxxx XxxXxxxxx, Xxxx
Xxxxxxx and Rush River Group LLC to acquire from K. Xxxxxxx Xxxxxxxx
approximately 700,000 shares of outstanding capital stock of the Company (the
"Proposed Purchase"). Unless otherwise defined herein, each term in this letter
agreement for which a definition is provided in the Minnesota Business
Corporation Act (Minnesota Statutes, Chapter 302A) shall have such definition.
You have requested, pursuant to Section 302A.673 of the Minnesota
Business Corporation Act, that a committee of disinterested directors approve
the Proposed Purchase. In response to your request and in reliance on your
obligations under this letter agreement, the committee of disinterested
directors has indicated its intention to approve the Proposed Purchase.
In consideration of such approval, you have agreed to the following:
1. While your beneficial ownership equals or exceeds 10% of all
outstanding shares of common stock of the Company, neither you nor any of your
associates or affiliates will effect (or attempt to effect) any business
combination without the prior approval of a committee of the board of directors
consisting of all disinterested directors.
2. Because the Company may suffer irreparable harm as a result of any
breach of this letter agreement by you, the Company shall be entitled to obtain
all available remedies (including without limitation injunctive relief and
specific performance) to prevent any actual or threatened breach by you of this
letter agreement, without proving any damages or posting any bond or other
security. Such remedies are in addition to all other remedies available for
breach of an agreement, whether at law or in equity.
3. This letter agreement may be executed in one or more counterparts,
and all such counterparts taken together will constitute one and the same
instrument.
Sincerely,
GROW BIZ INTERNATIONAL, INC.
By: /s/ Xxxxxx X. Xxxxx
-------------------------------------
Its: Vice Chairman
-------------------------------------
The undersigned hereby agrees as
set forth above.
/s/ Xxxx X. Xxxxxx
--------------------------------
Xxxx X. Xxxxxx
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