EXHIBIT 4.3
March 28, 2001
Michael J. Black
1220 Crummell Avenue
Annapolis, MD 21403
Dear Mr. Black:
This letter sets forth our agreement with respect to an offer to sell up to
395,000 shares (the "Shares") of common stock of H-Quotient, Inc., (the
"Company") owned by you.
We agree:
The Company shall register the Shares with the Securities and
Exchange Commission on or about March 28, 2001 by filing a
Registration Statement on Form S-8.
The Shares, after the effective date of the Registration
Statement, may be sold by you from time to time in one or more
transactions in the public market on the Over-the Counter ("OTC")
market, in private transactions or in a combination thereof.
With respect to public transactions, we agree that the following
will apply:
No more than an amount equal to five percent (5%) of the previous
trading day's volume shall be sold on any trading day;
No more than 700 shares will be sold in any sixty minute period
during the trading day;
The Shares to be sold through a mutually agreed upon registered
broker/dealer who will be authorized to disclose the trading
records of all OTC transactions under this Agreement to the
Company or its designated representative. In this connection the
respective parties agree that such consent shall not be
unreasonably withheld or delayed.
Any changes or amendments to the above trading provisions must be
mutually agreed to by both parties to this Agreement.
Please indicate your acceptance of these terms and conditions by signing where
indicated below.
Sincerely,
/s/ Douglas A. Cohn
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Douglas A. Cohn
President and Chief Executive
Officer
Agreed to and accepted by:
/s/ Michael J. Black
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Michael J. Black