March 10, 2000
Mr. S. Xxxxxxx Xxxxxxxx
President
Precision Southeast, Inc.
X.X. Xxx 0000
Xxxxxx Xxxxx, Xxxxx Xxxxxxxx 00000
Envirometrics, Inc.
0000 Xxxxxxxxxx Xxxxxxxxx
Xxxxxxxxxx, XX 00000
Re: 65,875 Shares of Series B Preferred Stock of Envirometrics, Inc. (the
"Company") Held By S. Xxxxxxx Xxxxxxxx
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.
We are enclosing herewith any Certificate(s) we 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 us.
With regard to any dividends which have accrued on the Preferred Stock, you are
hereby instructed to issue Common Stock to us in lieu of such accruals at a
price of $0.40 per share. We understand that no fractional shares will be
issued, and shares will be rounded off to the nearest whole number.
We represent that we have familiarized ourselves with the affairs of the
Company, and we are 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 we have had
sufficient opportunity to have the Catapult Agreement reviewed by counsel of our
choice and are fully familiar with the terms thereof.
Sincerely yours,
