EXHIBIT D (2 PAGES)
March 30, 1998
via FACSIMILE
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Xxxxx X. Xxxxxx
Executive Vice President
Renaissance Capital Group, Inc.
0000 X. Xxxxxxx Xxxxxxxxxx
Xxxxx 000-XX 00
Xxxxxx, XX 00000-1857
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 Renaissance Partners II Ltd. (Renaissance) at the
closing of the acquisition of a promissory note for $1.3 million in
satisfaction of the $1.5 million of principal plus accrued interest (and any
other charges) which will be owed to Renaissance at closing and in
satisfaction of warrants held by Renaissance to purchase up to 450,000 shares
of common stock of SSI. The promissory note will bear simple interest of
seven percent per annum and the note will become payable on July 1, 1999.
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.
Xxxxx X. Xxxxxx
March 30, 1998
Page 2
We understand that the foregoing payments are acceptable to Renaissance and
that Renaissance Capital Group, Inc. is authorized on behalf of Renaissance 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. It should
finally be understood that in connection with completing the formal
documentation for the acquisition of SSI by Xxxxx Xxxxxx, it will of course be
necessary for SSI and Renaissance to enter into a xxxxxx agreement containing
the terms set forth above.
Very truly yours,
SCIENTIFIC SOFTWARE-INTERCOMP, INC.
By /s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx, President and Chief Executive Officer
Agreed to this 31st day of March, 1998
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RENAISSANCE CAPITAL GROUP, INC.
By /s/ Xxxxx Xxxxxx
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Xxxxx X. Xxxxxx, Executive Vice President
