1
EXHIBIT 2(b)
September 1, 1998
Enterprise Software, Inc. Software Acquisition Corporation
00000 Xxxxx Xxxx Xxxx 00000 Xxxxx Xxxx Xxxx
Xxxxxxx, Xxxxxxxx 00000 Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxx Attention: Xxxxxx X. Xxxx
Dear Andre and Xxxxxx:
Reference is made to the Agreement of Merger dated August 4, 1998
between Enterprise Software, Inc., Software Acquisition Corporation, the
Significant Target Shareholders and the undersigned corporation. Definitions in
the Agreement shall apply to this letter. In order to clarify certain provisions
and resolve possible disputes under the Agreement, it is agreed and acknowledged
as of today's Closing Date as follows:
(a) Notwithstanding the Closing Balance Sheet, the cash component of
the Merger Consideration referred to in Section 2.2(c) of the Agreement shall be
adjusted downward by $179,543, and no Notice of Disagreement shall be provided.
(b) The Escrow Amount in Section 2.4 of the Agreement shall be
$179,543, and shall be in the form of 23,939 shares of Acquiror Common Stock.
(c) In determining the Merger Consideration, the Merger Securities
shall be deemed to have a value of $7.50 which is equal to the closing price of
Acquiror Common Stock on the NASDAQ on the day immediately preceding today's
Closing Date.
(d) The representation and warranty in Section 4.1.32 of the Agreement
is clarified by adding "(i)" after "will" in line 2 and adding ", (ii) be
capable of converting two programs per day per technician, and (iii) achieve
such development" after "DB2" in line 3.
Please agree to and acknowledge the foregoing by signing and returning
a copy of this letter which may be signed in counterparts by you and the
Significant Target Shareholders.
Very truly yours,
REVIVE TECHNOLOGIES INCORPORATED
By: /S/
---------------------------------
Xxxxxx X. Xxxxxxx
Its Chairman of the Board, Chief
Executive Officer and President
-1-
2
AGREED AND ACKNOWLEDGED AS OF THE ABOVE DATE:
ENTERPRISE SOFTWARE, INC. SOFTWARE ACQUISITION
CORPORATION
By: /S/ By: /S/
--------------------------- ----------------------------
Xxxxx X. Xxxx Xxxxxx X. Xxxx
Its: Chairman of the Board and Its: President
Chief Executive Officer
SIGNIFICANT TARGET SHAREHOLDERS:
/S/ /S/
--------------------------- ----------------------------
Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxx
OSHKIM LIMITED PARTNERS, X.X. XXXXXXXXX FAMILY PARTNERS, L.P.
By: /S/ By: /S/
--------------------------- ----------------------------
Xxxxx Xxxxxxxxx Xxxxx Xxxxxxxxx
Its: General Partner Its: General Partner
-2-
