EXHIBIT 2
ASD GROUP, INC.
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As of February 9, 1999
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Dear ▇▇. ▇▇▇▇▇:
This letter will confirm our agreement with respect to the prior
agreement you had with ASD Group, Inc. (the "Company") pursuant to the letter
dated January 4, 1993 (the "Original Letter"). Pursuant to the Original Letter,
the Company agreed to provide you with a pension of $30,000.00 per year for 15
years. The Company also agreed to continue to pay your health insurance premiums
during this time. Finally, the Company agreed that should you die during this
period, the pension would paid to your wife or children.
As you know the Company has experienced serious financial difficulties
recently. As a result, in lieu of the pension payments, you have agreed to
accept 75,000 shares of Company's common stock. With respect to each of you and
your spouse, the Company will continue to provide each of you with medical,
dental and prescription benefits that are in the health package in effect now
until death or you reach the age of 65. At such time as either of you reaches
the age of 65 and becomes entitled to benefits from the federal government, the
Company will continue Part B coverage, including medical, dental and
prescription insurance as the secondary carrier until the death of either you or
your spouse. Upon receipt of the stock certificate representing 75,000 shares of
common stock, the Original Letter will be terminated and you waive all rights,
title and claims to any other payments or benefits from the Company except as
specifically provided herein.
Assuming this accurately reflects our agreement, please sign the
attached copy of this letter in the space indicated below and the General
Release attached return these documents to me at your earliest convenience. Upon
receipt of the signed letter agreement and General Release, we will arrange to
have delivered to you a stock certificate representing 75,000 shares of the
Company's common stock. Should you have any questions or require any additional
information, please call me.
Sincerely yours,
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, President
ACKNOWLEDGED AND ACCEPTED THIS
___ DAY OF FEBRUARY, 1999.
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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