May 6th, 1999
Pomeroy Select Integration Solutions, Inc.
0000 Xxxxxxxxxx Xxxx
Xxxxxx, Xxxxxxxx 00000
Gentlemen:
Reference is made to that certain Asset Purchase Agreement dated May 6th,
1999, and an Assignment and Assumption Agreement of even date herewith pursuant
to which the undersigned, SYSTEMS ATLANTA COMMERCIAL SYSTEMS, INC. (Seller)
sold, assigned, transferred and conveyed to XXXXXXX SELECT INTEGRATION
SOLUTIONS, INC. (Purchaser No. 2") to the extent permitted, its interest in
certain contracts as set forth on Exhibit A attached to said Assignment and
Assumption Agreement. Pursuant to such Assignment and Assumption Agreement,
Seller agreed to take additional action to carry out the terms of the Asset
Purchase Agreement to enable Purchaser No. 2 to perform the obligations of
Seller under these contracts and to allow Purchaser No. 2 to enforce Sellers
rights under these contracts.
In order to fulfill this obligation, the undersigned hereby agrees that
until such time as a new contract with these customers is obtained, or an
assignment is approved by them, Purchaser No. 2 is hereby engaged by Seller to
perform Sellers obligations under the contracts in consideration for all
remaining amounts to be paid to Seller under such contracts and/or any other
consideration to be provided to Seller under the contracts. Seller agrees to
cooperate with Purchaser No. 2 in performing these contracts and in dealing with
the customers, including such billing procedures, invoicing procedures,
collection procedures and other bookkeeping issues or customer relations issues
as Purchaser No. 2 may deem necessary and appropriate to fulfill its duties
under the contracts. To acknowledge your agreement and acceptance to the
foregoing, please execute the duplicate original enclosed herewith and return it
to the undersigned.
Sincerely,
SYSTEMS ATLANTA COMMERCIAL SYSTEMS, INC.
By: ___________________________________________
X. Xxxxx Xxxxxx, Vice-President
Agreed and Accepted this 6th day of May, 1999
XXXXXXX SELECT INTEGRATION SOLUTIONS, INC.
By: ___________________________________________
Xxxxxxx X. Xxxxxxx, Chief Financial Officer