EXHIBIT C (2 PAGES)
March 30, 1998
via FACSIMILE
---------
Xxxx Xxxxxx, President
Xxxxxx Management Corporation
0000 Xxxxxxxxxx, Xxxxx 0000
Xx. Xxxxx, XX 00000
Dear Xx. Xxxxxx:
Scientific Software-Intercomp, Inc. on March 27, 1998 signed an agreement for
its acquisition by Xxxxx Xxxxxx Incorporated. That agreement is conditioned
upon the acceptance by the Xxxxxxx Funds (Xxxxxxx) at the closing of the
acquisition of $1.4 million cash in satisfaction of the $5 million of
principal plus accrued interest (and any other charges) which will be owed to
Xxxxxxx at closing and in satisfaction of warrants held by Xxxxxxx to purchase
up to 1,500,000 shares of common stock of SSI.
The transaction will be as I described to you previously. Depending on the
agreement with Halliburton, the proceeds to common shareholders will be
between $.30 and $.50 per common share. We believe that we have an agreement
with Halliburton which could result in common shareholders receiving $.49 per
share, but in any event no less than $.30 per share. A copy of the agreement
of SSI with Xxxxx Xxxxxx is attached.
Xx. Xxxx Xxxxxx
March 30, 1998
Page 2
We understand that the foregoing payments are acceptable to Xxxxxxx and that
Xxxxxx Management Corporation is authorized on behalf of Xxxxxxx to agree to
the foregoing. Accordingly, please sign and return by facsimile to
303/894-0475 a copy of this letter to indicate such agreement. In connection
with completing the formal documentation for the acquisition of SSI by Xxxxx
Xxxxxx, it will of course be necessary for SSI and Xxxxxxx to enter into a
xxxxxx agreement containing the terms set forth above.
Very truly yours,
SCIENTIFIC SOFTWARE-INTERCOMP, INC.
By /s/ Xxxxxx Xxxxx
------------------
Xxxxxx Xxxxx, President and Chief Executive Officer
Agreed to this 31 day of March, 1998
------ -----
XXXXXX MANAGEMENT CORPORATION
By /s/ Xxxx Xxxxxx
-----------------
Xxxx Xxxxxx, President
