EXHIBIT B
THE BLUEBOOK INTERNATIONAL HOLDING COMPANY
00000 Xxxx Xxxxxxx, Xxxxx 000
Xxxx Xxxxxx, Xxxxxxxxxx 00000
August 19, 2002
Cotelligent, Inc.
000 Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxxxx 00000
Attn: Xxxxxx X. Machiorlette
Re: Series C Convertible Redeemable Preferred Stock Purchase
Agreement (the "Purchase Agreement") by and between Bluebook
International Holding Company ("Company") and Cotelligent, Inc.
("Purchaser").
Gentlemen:
As you know, under the Purchase Agreement, Purchaser is acquiring in
the "First Closing" (capitalized terms used but not defined in this letter will
have the meanings ascribed in the Purchase Agreement) 3,752,967 shares of the
Company's Stock for a purchase price consisting of, in part, forgiveness of up
to $2,100,000 in services rendered to the Company. A portion of these services
have not been performed as of the First Closing. Nonetheless, we have agreed and
acknowledge as follows:
1. As of the First Closing, Purchaser will have rendered $1,431,000.00
in services as contemplated under the Purchase Agreement. Purchaser hereby
agrees to forgive such $1,431,000.00 in services rendered and Company hereby
agrees to issue and sell at the First Closing 1,491,804 shares of Stock in
consideration therefor.
2. As Purchaser renders further services to Company, Purchaser may from
time to time present to the Company its invoice for services performed since the
First Closing and request the issuance and sale of Stock in consideration of the
forgiveness of the amounts owed therefor. The Company shall promptly (and in all
events within 2 business days of the presentation of such invoice and request),
issue and sell to Purchaser, Stock at a purchase price of $0.959241 of services
forgiven per share of Stock so issued, until the cumulative total of the
services, the receivables with respect to which have been forgiven as of the
First Closing and thereafter pursuant to this letter, equals $2,100,000.
3. Stock issued pursuant to this letter will be considered to have been
issued as part of the First Closing, although issued after the First Closing.
4. The Company confirms that, as of the First Closing, it has duly and
validly authorized and reserved the shares of Stock to be issued and sold
pursuant to this letter.
If the foregoing reflects your understanding, please so acknowledge by
signing and returning a copy of this letter to the undersigned.
Bluebook International Holding Company
By: /s/ Xxxx X. Xxxxxxxxxx
--------------------------
Xxxx X. Xxxxxxxxxx, its President
AGREED AND ACCEPTED:
Cotelligent, Inc.
By: /s/ Xxxxxx X. Machiorlette
-------------------------------
Xxxxxx X. Machiorlette
Senior Vice President
