CONFIDENTIAL
March 10, 2000
To: F. Laparo J. Toedtman K. Mack
J. Cartwright R. Morris C. Cascio
cc: P. Marcil (FSVK)
The following table and notes reflect the TGL stock interests of each of Fred
LaParo and Jeffrey Cartwright individually (including shares, options, and
warrants), after taking into effect the issuance of 100,000 shares to each of
them pursuant to the agreement reached by the parties as of March 7, 2000.
Interest of Each Status Registration
---------------- ------ ------------
191,666shares owned within 30 days if necessary
64,000options@$3.00 100% vested already registered on S-8
46,000warrants@$2.39 100% vested within 30 days via applicable SEC filing
92,000options@$3.00 100% vested already registered on S-8
92,000options@$5.00 100% vested already registered on S-8
100,000 shares owned TBD(2)
Total: 585,666 equivalant shares each. TGL represents that the shares of its
common stock underlying the options listed obove are currently subject to an
effective registration statement on Form S-8, which registration statement TGL
undertakes to maintain. TGL will have its counsel comfirm the foregoing. TGL
will file a registration statement within the time periods indicated above for
the other securities and has no reason to believe that it will not be able to
effect such a registration of the shares.
The key points of agreement reached by the parties an March 7, 2000 are:
1. All contingencies with respect to the aquisition of Planet Access by TGL
will be of no further force or effect upon consummation of a minimum $4
million capital raise by FSVK and/or TGL no later than May 8, 2000. If TGL
fails to satisfy this condition, then LaParo and Cartwright shall
againhave the right to transfer to cause all of the shares of Planet
Access to be returned and re-transfered to themselves, and to have Planet
Access receive a payment of $250,000 from TGL for the unused line of
credit, in exchange for a return to TGL of the shares, the options and the
warrants listed above. Cartwright and LaParo shall have the right to
retain the $900,000 previously paid to them and will retain all rights to
be reimbursed for all professional fees (including counsel and
accountants) incurred in connection with the prior amendments and this
transaction. TGL represents that it meets all published requirements for
[FN]
----------------
(1) One year holding period occurs April 28, 2000; hence, restrictive legend
can be removed as of that date.
</FN>
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listing on the Nasdaq SmallCap market and TGL is not aware of any reason
for rejection of its application. TGL also represents that it resonably
believes that it will be able to effect the $4 million capital raise
within the indicated time period.
2. The issuance of 100,000 shares of TGL common stock to Fred LaParo and the
same number of shares to Jeffrey Cartwright is specifically and soley in
exchange for extinguishing the "put right" held by Messrs. LaParo and
Cartwright to "put" their 191,666 to TGL at $7 per share upon certain
contingencies. Additional shares of 18,000 total will be issued to B.
Nguyen and P. Grabowsky (minority shareholders) and divided between them
in accordance with their percentage ownership. The shares issued hereunder
to Messrs. LaParo, Cartwright, Nguyen and Grabowsky shall contain
reasonable and customary "piggyback" registration rights provisions.
3. The pre-existing contingency of a capital raise of $4 million by March 15,
2000 could have been met by offers received by TGL. Both parties agree
that existing offers, while compliant, are not to the benefit of any of
the parties. TGL has agreed to continue the engagement of FSVK or to
otherwise act to complete a minimum of $4 million of financing.
4. Subject to reasonable restrictive sale periods, e.g., blackout periods
surrounding TGL earnings release date as company's securities counsel
recommends as necessary and the company agrees to implement, each of F.
LaParo and J. Cartwright agree to limit their sale of TGL stock to 191,666
shares each between April 28, 2000 and August 1, 2000. TGL will remove all
legends from the certificates representing the 191,666 shares held by each
on April 28, 2000 and recind all stop transfer instructions. LaParo and
Cartwright reaffirm that they will comply with Rule 144 to the extent
applicable to any sales by them. Each of LaParo and Cartwright will open a
brokerage account at FSVK and use their best efforts to effect any sales
only through FSVK at such terms as they and FSVK agree. This arrangement
is in no way construed as an obligation on FSVK's part to buy or arrange
for the sale of any such shares. If FSVK is not selling the shares in a
manner satisfactory to LaParo or Cartwright, they will be free to utilize
the services of another broker. Additional shares requested by FSVK,
subject to a limitation of 50,000 shares each for Messrs. LaParo and
Cartwright, can be sold during this period. Both parties understand that
certain time periods prior to and subsequent to a secondary offering by
TGL become blackout sale periods due to SEC regulations or agreements with
underwriters, which agreement Messrs. LaParo and Cartwright agree to be
bound by. In the event TGL effects a secondary public offering of its
shares each of F. LaParo and J. Cartwright shall be eligable to sell
shares, included in an "overallotment" (if any) of secondary offering of
TGL stock. Amounts of stock to be sold in the overallotment will be
determined by the proportion of their holdings to the total eligible for
such sale by all shareholders with piggyback registration rights, with the
Company not selling any shares in the overallotment unless the requests of
LaParo and Cartwright have been satisified in full.
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<PAGE>
5. With respect to terms of this agreement involving FSVK such terms are
agreed to by the parties subject to FSVK's financing commitment
(commitment committee approval). If FSVK does not obtain commitment
committee approval, TGL nonetheless will be required to satisfy those
obligations within the time periods set forth herein. LaParo and
Cartwright shall have no obligation to extend the time periods set forth
herein or otherwise take any actions or suffer any XXXXX if TGL does not
satisfy its obligations in this time period.
6. Definitive agreements covering the option grants and warrant grants
referred to in the above table will be delivered to F. LaParo and J.
Cartwright on or before March 15, 2000. TGL will likewise deliver
definitive option and warrant grants to Nguyen and Grabowsky by such date.
7. TGL agrees that it has had sufficent time to review the operations of
Planet Access as owner therof and that the operating results of Planet
Access since May 1999 have exceeded expectations. Accordingly, TGL agrees
that all survival periods of the representations and warranties shall be
deemed to have expired no later than May 8, 2000 and TGL shall have no
further right XXXXX to make any claim for indemnification under the May
1999 Stock Purchase Agreement or any similar claim all of which shall be
deemed irrevocably waived.
8. The points of agreement herein will be included in definitive amendment to
the May 1999 Stock Purchase Agreement between Planet Access Networks, Inc.
and TGL. TGL will reimberse LaParo and Cartwright for all of their
reasonable counsel fees incurred in connection with this letter and the
definitive amendment and in connection with any unwinding of the
transaction pursuant to paragraph 1 above.
Accepted and agreed:
/s/ F. LaParo
--------------------------------
F. LaParo
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For Translation Group (TGL)
/s/ J. Cartwright
--------------------------------
J. Cartwright
/s/ Binh Nguyen
--------------------------------
Binh Nguyen
/s/ Peter Grabowsky
--------------------------------
Peter Grabowsky
Dated: May 7, 2000
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