CERTIFICATE
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Reference is made to the Master Purchase Agreement dated
August 17, 1995 (the "Purchase Agreement") between Xxxxx Electronics
Inc. ("Xxxxx") and Encore Computer Corporation ("Encore"). In
connection therewith, each of the undersigned hereby certifies that no
commission or other remuneration is being paid or given by either of
the undersigned for soliciting the cancellation of the Exchanged
Indebtedness (as such term is defined in the Purchase Agreement) by
Xxxxx, in exchange for 550,000 shares of Series G Convertible
Preferred Stock of Encore.
Dated: August 17, 1995 XXXXX ELECTRONICS INC.
XXXXXXX X. XXXXXX
By:____________________________
Title:
ENCORE COMPUTER CORPORATION
XXXXXX X. XXXXXX
By:____________________________
Title:
