EXHIBIT 10.3
July 1, 2001
Interboro Holding, Inc.
Educational Video Conferencing, Inc
00 Xxxx Xxxxxx Xxxxxx Xxxx
Xxxxxxx, XX 00000-0000
Attn: Xx. Xxxx Xxxxxxxx, Chairman
Ladies and Gentlemen:
Reference is made to The Stock Purchase Agreement dated June 29, 2001 among and
between Xxxxxx Xxxxxx, Xxxx Xxxxxx, Xxxxx Xxxxxx and Xxxxxxxx Xxxxxx and
Interboro Holding, Inc, and Educational Video Conferencing Inc. (the
"Agreement"). Capitalized terms below shall have the same meaning as ascribed to
them in the Agreement unless the context requires otherwise.
1. Consents
a. State Licenses
Sellers hereby represent and warrant to Buyer and EVCI that, while
desirable for marketing purposes, licenses are not required from the
States of Virginia, Maryland and Georgia in order to conduct the
Business. Sellers agree to cooperate with ICTS in obtaining such
licenses or renewals thereof as required as a result of the change of
control of ICTS.
b. Leases
Buyer and EVCI are not waiving the requirement that Sellers provide
Consents of the landlords to the change of control of ICTS under the
leases covering the ICTS premises at 000 Xxxxxxxx Xxxx, Xxxxxxxxx
Xxxxxxxx and 0000 Xxxxxxxxxx Xxx, Xxxxxxxxxx Xxxxxxxx. Sellers agree
to obtain such consents by July 31, 2001 and to indemnify ICTS, Buyer
or EVCI as provided under the Agreement for any Damages they may
suffer as a result of Sellers' failure to deliver such Consents at
Closing or thereafter.
c. Contracts
Buyer and EVCI are not waiving the requirement that Sellers provide
Consents of Prosoft, VUE, and Sylvan to the change of control of ICTS
under their respective contracts with ICTS. Sellers agree to obtain
such consents by July 31, 2001 and to indemnify ICTS, Buyer or EVCI as
provided in the Agreement for any Damages they may suffer as a result
of Sellers' failure to deliver such Consents at Closing or thereafter.
2. Oracle and Cisco
Sellers hereby represent and warrant to Buyer and EVCI that ICTS does
not need a contract with Oracle or Cisco to offer and teach all Cisco
and Oracle Courses.
3. Promissory Note
Xxxxxx Xxxxxx agrees to indemnify EVCI and Buyer, as provided in the
Agreement, for any Damages they may suffer as a result of Xxxxxx
Xxxxxx'x failure to deliver to Buyer at Closing the original signed
Collateral Promissory Note and Security Agreement dated May 31, 1999
in the principal amount of $50,000 and included in the Other ICTS
Interest. Xxxxxx Xxxxxx represents and warrants to buyer and EVCI that
after a diligent search he has been unable to locate such note and
security agreement and agrees that if he does find such note and
agreement he will promptly deliver it to Buyer free and clear of any
Encumbrance.
Sincerely,
Agreed:
/s/ Xxxxxx Xxxxxx
-------------------------------------
Interboro Holding, Inc. Xxxxxx Xxxxxx
By: /s/ Xx.Xxxx X. XxXxxxx
-------------------------------- /s/ Xxxxx Xxxxxx
Xx. Xxxx X. XxXxxxx -------------------------------------
President Xxxxx Xxxxxx
Educational Video Conferencing, Inc. /s/ Xxxx Xxxxxx
-------------------------------------
Xxxx Xxxxxx
By: /s/ Xx. Xxxx X. XxXxxxx
------------------------------- /s/ Xxxxx Xxxxxx, as attorney-in-fact
Xx. Xxxx X. XxXxxxx -------------------------------------
Authorized Signitory Xxxxxxxx Xxxxxx
