EXHIBIT 3
CONOLOG CORPORATION
0 Xxxxxxxx Xxxx
Xxxxxxxxxx, Xxx Xxxxxx 00000-0000
Phone No. (000) 000-0000
Fax. No. (000) 000-0000
December 31, 1999
The Nybor Group, Inc.
00 Xxxxxxx Xxxx
Xxxxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
Reference is made to the Amended and Restated Consulting Agreement between
Conolog Corporation ("Conolog") and the Nybor Group Inc. ("Nybor"), dated as of
May 5, 1999 (the "Consulting Agreement").
This is to set forth our agreement and understanding as follows:
1. Section 2 of the Consulting Agreement is hereby amended so that the
number of shares referred to is changed from 1,057,143 to 300,000.
2. Concurrently with the execution of this Agreement, Nybor is
delivering to Conolog stock certificates (s) evidencing in the aggregate
757,143 shares of common stock of Conolog (the "Shares"), together with
duly executed stock power(s), with signature guarantee, transferring the
Shares to Conolog.
3. Nybor represents and warrants to Conolog that it has full authority
to transfer the Shares to Conolog and that the Shares are free of any lien,
claim, security interest, pledge or other encumbrance of any nature
whatsoever.
4. Within the period required by law, Nybor shall file an amended
Schedule 13D and Form 4 disclosing its transfer of the Shares.
5. Concurrently with the execution of this Agreement the Consulting
Agreement is hereby terminated and of no further force and effect.
6. Conolog hereby confirms that Nybor has performed all services
requested of it by Conolog in a proper
manner, and Conolog has no claims against Nybor under the Consulting
Agreement or otherwise.
If the foregoing is in accordance with your understanding, kindly so
indicate by signing this letter in the place provided below.
Very truly yours,
CONOLOG CORPORATION
By:/s/ Xxxxxx X. Xxxxx
-----------------------------
Xxxxxx X. Xxxxx, President
AGREED:
THE NYBOR GROUP INC.
By: /s/ Xxxxxx Xxxxxxxxx
---------------------------
Xxxxxx Xxxxxxxxx, President
