Wells Fargo Letterhead] May 14, 2007
Exhibit
10.2
[Xxxxx
Fargo Letterhead]
May
14, 2007
Infotech
USA, Inc.
0
Xxxxxxxxxxx Xxxx
Fairfield,
New Jersey 07004
Attn:
Mr. Xxxxxx Xxxxxxxxx
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Re:
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Consent
to Satisfaction of Loan to Applied Digital Solutions,
Inc.
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(“ADS”)
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Gentlemen:
We
refer to: (a) that certain Credit and Security Agreement, dated as of
June 29, 2004 (as amended, the “Credit Agreement”), among Infotech USA, Inc., a
New Jersey corporation (“Borrower”), Infotech USA, Inc., a Delaware corporation
(“Parent”), Information Technology Services, Inc. and Xxxxx Fargo Bank, National
Association, operating through its Xxxxx Fargo Business Credit operating
division (“Lender”); and (b) that certain Satisfaction of Loan Agreement, dated
on our about the date hereof (the “Satisfaction Agreement”), between ADS and
Parent. Capitalized terms used herein and not otherwise defined shall have
the
meanings assigned thereto in the Credit Agreement.
Lender
hereby consents to the consummation of the transactions
contemplated by the Satisfaction Agreement, provided that: (a) the first
$500,000 of cash proceeds received by Parent from the sale of any shares of
stock of ADS shall be delivered to Lender and deposited in a Pledged Account
as
cash collateral securing the Obligations; (b) if any of the shares of stock
of
ADS received by Parent pursuant to the Satisfaction Agreement shall not have
been sold by Parent by the 120th day after the date on which the
legal opinion required under Section 6(b) of the Satisfaction Agreement shall
have been delivered to the applicable transfer agent, then Parent shall pledge
all of such shares of stock to Lender, pursuant to documentation that is in
form
and substance satisfactory to Lender, and deliver the related stock certificates
to Lender; and (c) Borrower shall pay Lender a $5,000 fee for this consent,
which fee shall be due, payable and earned on the date hereof.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
Mr.
Xxxxxx Xxxxxxxxx
May
14, 2007
Page
2
This
letter shall become effective on the date it is executed by all of
the parties below.
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Very
truly yours,
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/s/
Xxx Xxxxxx
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Xxx
Xxxxxx
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Agreed
to by:
INFOTECH
USA, INC.,
a
New Jersey corporation
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By:
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/s/
Xxxxxxxx
XxXxxxx
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Name:
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Xxxxxxxx
XxXxxxx
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Title:
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President
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INFOTECH
USA, INC.,
a
Delaware corporation
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By:
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/s/
Xxxxxxxx
XxXxxxx
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Name:
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Xxxxxxxx
XxXxxxx
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Title:
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President
&
CEO
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INFORMATION
TECHNOLOGY SERVICES, INC.
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By:
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/s/
Xxxxxxxx
XxXxxxx
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Name:
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Xxxxxxxx
XxXxxxx
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Title:
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President
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