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Exhibit 99.8
VIA FACSIMILE
February 27, 1998
Xx. Xxxxxxx X. Xxxxxxx
Senior Managing Director
LibertyView Capital Management, Inc.
000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx Xxxx, Xxx Xxxxxx 00000
Re: 6% Secured Convertible Subordinated Debenture Purchase Agreements
between NetMed, Inc. ("NetMed") and CPR (USA), Inc. ("CPR"),
LibertyView Fund LLC, and LibertyView Plus Fund (the "Funds").
Dear Xxxx:
Per our recent discussions, NetMed is prepared to extend to June 30, 1998, the
period during which CPR and the Funds may convert Debentures into the Pledged
Shares under the Debenture Purchase Agreements, provided that CPR and the Funds
agree that conversions into NetMed shares between April 1 and June 30 be at a
discount of 22.5%. To effect this change, the definition of "Conversion Price"
in each of the Debenture Purchase Agreements between NetMed, CPR and the Funds
would be amended to read as follows:
"Conversion Price" means an amount equal to the lesser of (a)
a twenty percent (20%) discount to the average closing bid price as
reported by the American Stock Exchange, Inc. ("Amex") or such other
Exchange on which the securities are listed ("Closing Bid Price") for
the three (3) business days preceding the Conversion Date (for
conversions taking place between April 1, 1998 and June 30, 1998 the
discount shall be twenty two and one-half percent (22.5%) to the
average Closing Bid Price for the three (3) business days preceding the
Conversion Date, and for conversions taking place after June 30, 1998
the discount shall be a twenty five percent (25%) to the average
Closing Bid Price for the three (3) business days preceding the
Conversion Date); or (b) one hundred ten (110%) percent of the average
Closing Price for the Common Stock as reported on the Amex during the
three (3) trading days ending on the day before the Closing Date;
provided, however, that in the event the Conversion Price for (a) or
(b) above is less than Three ($3) Dollars per share prior to June 30,
1998, the Purchaser may either convert into the Company's shares or the
Pledged Shares, as defined herein, at the
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Xx. Xxxxxxx X. Xxxxxxx
March 23, 1998
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indicated discount for the Company's shares as per (a) or (b) above, or
if conversion is into the Pledged Shares, at the discount set forth in
Section 7(iv) of the Pledge Agreement for the Pledged Shares.
The effective date of this amendment would be March 1, 1998. If the foregoing is
acceptable to CPR and the Funds, please sign and return to me by facsimile at
(000) 000-0000.
Sincerely,
/s/ XXXXXXX X. XXXXXXXX
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Xxxxxxx X. Xxxxxxxx
Vice President - Finance
AGREED TO AND ACCEPTED:
CPR (USA), Inc.
LibertyView Fund, LLC
LibertyView Plus Fund
By: LibertyView Capital Management, Inc.
By: /s/ XXXXXXX X. XXXXXXX
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Xxxxxxx X. Xxxxxxx
Senior Managing Director
