March ___, 1998
Pomeroy Computer Resources, Inc.
0000 Xxxxxxxxxx Xxxx
Xxxxxx, Xxxxxxxx 00000
Gentlemen:
Reference is made to that certain Asset Purchase Agreement
dated March __, 1998, and an Assignment and Assumption Agreement
of even date herewith pursuant to which the undersigned,
COMMERCIAL BUSINESS SYSTEMS, INC. (_Seller_) sold, assigned,
transferred and conveyed to XXXXXXX COMPUTER RESOURCES, INC.
(_Pomeroy_) to the extent permitted, its interest in certain
contracts as set forth on Exhibit _A_ attached to said Assignment
and Assumption Agreement. Pursuant to such Assignment and
Assumption Agreement, Seller agreed to take additional action to
carry out the terms of the Asset Purchase Agreement to enable
Xxxxxxx to perform the obligations of Seller under these
contracts and to allow Xxxxxxx to enforce Seller's rights under
these contracts.
In order to fulfill this obligation, the undersigned hereby
agrees that until such time as a new contract with these
customers is obtained, or an assignment is approved by them,
Xxxxxxx is hereby engaged by Seller to perform Seller's
obligations under the contracts in consideration for all
remaining amounts to be paid to Seller under such contracts
and/or any other consideration to be provided to Seller under the
contracts. Seller agrees to cooperate with Purchaser in
performing these contracts and in dealing with the customers,
including such billing procedures, invoicing procedures,
collection procedures and other bookkeeping issues or customer
relations issues as Xxxxxxx may xxxx necessary and appropriate to
fulfill its duties under the contracts. To acknowledge your
agreement and acceptance to the foregoing, please execute the
duplicate original enclosed herewith and return it to the
undersigned.
Sincerely,
COMMERCIAL BUSINESS SYSTEMS, INC.
By:
___________________________________
Xxxxxx X. Xxxxxxx, President
Agreed and Accepted this ____ day of March, 1998.
XXXXXXX COMPUTER RESOURCES, INC.
By:
___________________________________
Xxxxxxx X. Xxxxxxx, Chief Financial
Officer