Exhibit 5
Ladies and Gentlemen
Page 1
January 19, 1999
THE CARLYLE GROUP
0000 Xxxxxxxxxxxx Xxx., X.X.
Xxxxxxxxxx, X.X. 00000-0000
(000) 000-0000
(000) 000-0000 (Fax)
July 29, 1997
Xxxxxx Godward Xxxxxx Xxxxxxxxx & Xxxxx
Five Palo Alto Square
0000 Xx Xxxxxx Xxxx
Xxxx Xxxx, XX 00000-0000
Ladies and Gentlemen:
Reference is made to the Escrow Agreement, dated June 17, 1996, by and between
Marcel van Heesewijk ("Heesewijk"), Mattheus Wegbrans ("Wegbrans"), the Persons
listed as "Purchasers" on the signature pages thereto (the "Purchasers"), and
yourself, pursuant to which the certificates representing Four Million Three
Hundred Sixty-Eight Thousand Nine Hundred Thirty-Seven (4,368,937) shares of the
common stock of QCS Corporation ("QCS") were deposited with you to constitute
the Escrowed Shares (as such term is defined in the Escrow Agreement) in
accordance with the Escrow Agreement.
Pursuant to Section 4 of the Escrow Agreement, we hereby instruct you to
immediately deliver and remit to Carlyle QCS Partners, L.P. the certificates
representing One Million Four Hundred Fifty-Six Thousand Three Hundred Eleven
(1,456,311) Escrowed Shares, which constitute the number of Escrowed Shares that
Carlyle QCS Partners, L.P. is entitled to receive pursuant to Section 2 of the
Founders Agreement.
Sincerely yours,
CARLYLE QCS PARTNERS, L.P.
By: /s/ Xxxxx X. Xxxxxxxxxx
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Name:
-----------------------------
Title:
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cc: Xxxxx X. Xxxx, Esq.
