Exhibit 99.6
LAURUS MASTER FUND, LTD.
000 Xxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
January 10, 2005
Return on Investment Corporation
GO Software, Inc.
Tectonic Solutions, Inc.
0000 Xxxxxxx Xxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxxx 00000
Ladies and Gentlemen:
Reference is made to (a) the Security Agreement dated as of the date
hereof among Return on Investment Corporation ("ROIE"), Tectonic Solutions, Inc.
("Tectonic"), GO Software, Inc. ("GO Software" and together with ROIE and
Tectonic, each a "Company" and collectively, "Companies") and Laurus Master
Fund, Ltd. ("Laurus") (as the same may be amended, supplemented, restated or
modified from time to time, the "Security Agreement") and (b) all documents,
instruments and agreements executed in connection therewith (collectively with
the Security Agreement, the "Documents"). Capitalized terms not otherwise
defined herein shall have the meanings set forth in the Security Agreement.
For good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby acknowledge and agree
that notwithstanding anything to the contrary contained in the Documents, in the
event the GO Software Sale consists of a stock acquisition Laurus shall release
its Lien in the capital stock of GO Software pledged by ROIE to Laurus and in
the event the GO Software Sale consists of an acquisition of all or
substantially all of the assets of GO Software Laurus shall release its Lien in
the assets of GO Software subject to the GO Software Sale, in each case upon
consummation of the GO Software Sale and satisfaction in a manner satisfactory
to Laurus of each and every one of the following conditions precedent:
1. Receipt by Laurus of (a) evidence of the deposit by ROIE and/or GO
Software in a bank account blocked in favor of Laurus (the "Blocked Account") of
cash in an amount sufficient to pay in full the then outstanding principal and
any outstanding fees owing by Companies to Laurus under the Secured Convertible
Term Note and (b) all such fully executed documents, instruments and agreements
(including, without limitation, pledge agreements and control agreements) as
Laurus shall require to perfect its first priority security interest in and
evidence its sole control of the Blocked Account;
2. Receipt by Laurus in immediately available funds of an amount
sufficient to reduce the then outstanding Revolving Loans to an amount equal to
the Minimum Borrowing Amount; and
3. No Event of Default shall have occurred and be continuing.
At any time that the funds held in the Blocked Account exceed the
outstanding balance of principal and fees then owed under the Secured
Convertible Term Note (either due to payments on the note or conversions of
amounts outstanding under the note) and provided no Event of Default is then
outstanding, upon Laurus' receipt of a written request therefor from ROIE, such
excess funds shall promptly (and in any case within five (5) business days of
request) be released from the Blocked Account to an account designated by ROIE.
Notwithstanding anything contained in Section 17 of the Security
Agreement to the contrary, the early payment fees set forth in Section 17 of the
Security Agreement shall not apply to payments made by the Companies to Laurus
hereunder unless such payments are made in connection with a termination of the
Security Agreement.
Except as expressly provided herein, nothing contained herein shall act
as an amendment of any term or provision set forth in any Document or as a
waiver or excuse of performance of any obligations contained in the Documents.
No waiver, modification or amendment of any provision of this letter agreement
shall be effective unless specifically made in writing and duly signed by the
party to be bound thereby. This letter agreement shall be governed by and
construed in accordance with the laws of the State of New York.
Very truly yours,
LAURUS MASTER FUND, LTD.
By: /s/ Xxxxx Xxxxxxxxx
-----------------------
Name: Xxxxx Xxxxxxxxx
Title: Associate
The foregoing is hereby accepted and agreed to as of the date set forth above:
RETURN ON INVESTMENT CORPORATION
By: /s/ Xxxxxxx Xxxx
-------------------------------
Name: Xxxxxxx Xxxx
Title: Chief Financial Officer
TECTONIC SOLUTIONS, INC.
By: /s/ Xxxxxxx Xxxx
-------------------------------
Name: Xxxxxxx Xxxx
Title: Chief Financial Officer
GO SOFTWARE, INC.
By: /s/ Xxxxxxx Xxxx
-------------------------------
Name: Xxxxxxx Xxxx
Title: Chief Financial Officer
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