EXHIBIT D (2 PAGES) March 30, 1998 via FACSIMILE --------- Vance M. Arnold Executive Vice President Renaissance Capital Group, Inc. 8080 N. Central Expressway Suite 210-LB 59 Dallas, TX 75206-1857 Dear Mr. Arnold: Scientific Software-Intercomp, Inc....Acquisition Agreement • April 13th, 1998 • Scientific Software Intercomp Inc • Services-prepackaged software
Scientific Software-Intercomp, Inc. on March 27, 1998 signed an agreement for its acquisition by Baker Hughes Incorporated. That agreement is conditioned upon the acceptance by Renaissance Partners II Ltd. (Renaissance) at the closing of the acquisition of a promissory note for $1.3 million in satisfaction of the $1.5 million of principal plus accrued interest (and any other charges) which will be owed to Renaissance at closing and in satisfaction of warrants held by Renaissance to purchase up to 450,000 shares of common stock of SSI. The promissory note will bear simple interest of seven percent per annum and the note will become payable on July 1, 1999.
J:Legal\BHS Files\SSI\SSI-LOI4.doc EXHIBIT B (18 PAGES) March 27, 1998 CONFIDENTIAL ------------ Scientific Software-Intercomp, Inc. 1801 California Street Suite 295 Denver, Colorado 80202 Attention: Mr. George Steel, President and CEO Re: Letter...Letter Agreement • April 13th, 1998 • Scientific Software Intercomp Inc • Services-prepackaged software • Texas
EXHIBIT 10.37 BANK ONE, BOULDER, N.A. BUSINESS LOAN AGREEMENTBusiness Loan Agreement • February 20th, 1996 • Scientific Software Intercomp Inc • Services-computer programming, data processing, etc. • Colorado
EXHIBIT 10.24 ASSET PURCHASE AGREEMENT TABLE OF CONTENTSAsset Purchase Agreement • July 10th, 1998 • Scientific Software Intercomp Inc • Services-prepackaged software • Texas
EXHIBIT 10.30 BANK ONE, COLORADO, N.A. LOAN AGREEMENT Borrower: SCIENTIFIC SOFTWARE - INTERCOMP, INC. A Lender: BANK ONE, COLORADO, N.A. COLORADO CORPORATION DOWNTOWN BOULDER BANKING CENTER 1801 CALIFORNIA ST. - SUITE 295 2696 SOUTH COLORADO BLVD....Loan Agreement • July 10th, 1998 • Scientific Software Intercomp Inc • Services-prepackaged software • Colorado
1 EXHIBIT 10.46 BANK ONE, COLORADO, N.A. LOAN AGREEMENTLoan Agreement • February 20th, 1996 • Scientific Software Intercomp Inc • Services-computer programming, data processing, etc. • Colorado
EXHIBIT B AGREEMENT AND PLAN OF MERGERMerger Agreement • June 22nd, 1998 • Scientific Software Intercomp Inc • Services-prepackaged software • Texas
November 26, 1997 Mr. George Steel President Scientific Software-Intercomp, Inc. 633 17th Street, #1600 Denver, CO 80202 Dear George: This letter will set forth our agreement with respect to your continued employment by Scientific Software-Intercomp,...Employment Agreement • June 1st, 1998 • Scientific Software Intercomp Inc • Services-prepackaged software
EXHIBIT 10.33 CHANGE IN TERMS AGREEMENT Principal Amount Date of Agreement: $650,000.00 October 30, 1997 Borrower: Lender: Scientific Software-Intercomp, Inc., Bank One, Colorado, N.A. A Colorado corporation 1125 17th Street 633 17th Street, Suite...Change in Terms Agreement • July 2nd, 1998 • Scientific Software Intercomp Inc • Services-prepackaged software
Scientific Software-Intercomp, Inc., Bank One, Colorado, N.A. A Colorado corporation 1125 17th Street 633 17th Street, Suite 1600 Denver, CO 80202 Denver, CO 80202
EXHIBIT C (2 PAGES) March 30, 1998 via FACSIMILE --------- Eric Ryback, President Ryback Management Corporation 7711 Carondelet, Suite 7000 St. Louis, MO 63105 Dear Mr. Ryback: Scientific Software-Intercomp, Inc. on March 27, 1998 signed an agreement...Acquisition Agreement • April 13th, 1998 • Scientific Software Intercomp Inc • Services-prepackaged software
Scientific Software-Intercomp, Inc. on March 27, 1998 signed an agreement for its acquisition by Baker Hughes Incorporated. That agreement is conditioned upon the acceptance by the Lindner Funds (Lindner) at the closing of the acquisition of $1.4 million cash in satisfaction of the $5 million of principal plus accrued interest (and any other charges) which will be owed to Lindner at closing and in satisfaction of warrants held by Lindner to purchase up to 1,500,000 shares of common stock of SSI.
1032 LICEnergy Letter Agreement.SSI EXHIBIT A LICENERGY, INC. 13831 Northwest Freeway, Suite 235 Houston, Texas 77040 May 1, 1998 Scientific Software- Intercomp, Inc. 633 Seventeenth Street, Suite 1600 Denver, Colorado 80202 Attention: George Steel,...Asset Purchase Agreement • May 6th, 1998 • Scientific Software Intercomp Inc • Services-prepackaged software
LICENERGY, A/S February 10, 1998 Page 3 Exhibit A SCIENTIFIC SOFTWARE- INTERCOMP, INC. February 10, 1998 VIA FACSIMILE LICENERGY, A/S Bregneroedvej 94 DK-3460 Birkeroed Denmark Attention: Mr. Gregers Larnaes, Chairman Gentlemen: This letter of intent...Letter of Intent • February 17th, 1998 • Scientific Software Intercomp Inc • Services-prepackaged software
This letter of intent sets forth the terms of our preliminary agreement for the acquisition by LICENERGY, A/S or an affiliate or subsidiary of LICENERGY, A/S (collectively, "LIC") of the hereinafter described assets (the "Subject Assets") of the Pipeline and Facilities Division ("P&F") of Scientific Software-Intercomp, Inc. ("SSI"). The terms of this letter of intent have been approved by the Board of Directors of SSI and need not be approved by the shareholders of SSI. The Board of Directors and principal shareholders of LIC have authorized the officers of LIC to execute this letter of intent and negotiate the terms of a mutually satisfactory definitive agreement governing the acquisition of the Subject Assets (the "Definitive Agreement").
EXHIBIT 10.34 CHANGE IN TERMS AGREEMENT Principal Amount Date of Agreement: $650,000.00 November 30, 1997 Borrower: Lender: Scientific Software-Intercomp, Inc., Bank One, Colorado, N.A. A Colorado corporation 1125 17th Street 633 17th Street, Suite...Change in Terms Agreement • July 2nd, 1998 • Scientific Software Intercomp Inc • Services-prepackaged software
Scientific Software-Intercomp, Inc., Bank One, Colorado, N.A. A Colorado corporation 1125 17th Street 633 17th Street, Suite 1600 Denver, CO 80202 Denver, CO 80202
