Exhibit (d)(1)(M)
XXXXXX X. XXXXXX
00 XXX XXXXXXX
XXXXXX XXXXXXX, XXX XXXX 00000
December __, 2000
The Xxxxxx Biomechanics Group, Inc.
000 Xxxxxxx Xxxx
Xxxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxx, Chairman
Re: Transaction Expenses Pursuant to Section X(B)(iii)
of Tender Offer Agreement
Gentlemen:
Reference is made to the Tender Offer Agreement (the "Agreement") being
executed and delivered simultaneously herewith among The Xxxxxx Biomechanics
Group, Inc.(the "Company"), OrthoStrategies, Inc. ("OS"), and OrthoStrategies
Acquisition Corp. (APurchaser@).
In consideration of the execution and delivery of the Agreement by the
Company, the undersigned hereby guarantees the payment of such amounts, up to
$150,000, as may be due from Purchaser pursuant to Section X.B.(iii) of the
Agreement in respect of the Company=s actual reasonable out of pocket costs and
expenses incurred in connection with the Agreement and the transactions
contemplated therein, if the Agreement shall have been terminated by the Company
pursuant to Section X(A)(iv), or the Purchaser shall have terminated the
Agreement when it did not have a right to do so under Section X.A.
The undersigned does not guaranty or assume any other obligations of OS or
Purchaser under the Agreement; the undersigned acknowledges, however, that the
undersigned has entered into an agreement with OS wherein the undersigned has
agreed to fund to OS a portion of the purchase price of the shares to be
acquired in the tender offer to be made pursuant to the Agreement and to fund to
OS a portion of the related fees and expenses to be paid by OS and Purchaser.
This Agreement is solely for the benefit of the Company and the
undersigned and is not for the benefit of or enforceable by any third party.
_________________________________
XXXXXX X. XXXXXX
