September 21, 2000
Xxxx, Xxxx & Co.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Reference is made to that certain Warrant Agreement (the "Warrant
Agreement") dated as of April 26, 1999 by and between TechSys, Inc. (formerly
Continental Choice Care, Inc.) (the "Company") and Xxxx, Xxxx & Co. (the
"Holder"). Capitalized terms used but not defined herein have the meaning
ascribed to them in the Warrant Agreement.
Pursuant to Section 7.2 of the Warrant Agreement, the Holder has
certain rights with respect to the demand registration of the Company's
securities pursuant to the Securities Act of 1933, as amended. Prior to the date
hereof, the Holder made a demand for registration for resale of shares issuable
upon exercise of the Warrants issued pursuant to the Warrant Agreement. This
letter confirms the Holder's withdrawal of such demand in exchange for certain
consideration.
The Company and the Holder hereby agree and covenant as follows:
1. The Holder hereby irrevocably withdraws its demand for
registration made prior hereto and, in connection therewith, irrevocably waives
all rights, claims or causes of action pursuant to Section 7, and all
subsections thereto, of the Warrant Agreement, whether presently known or
unknown.
2. The Company, at its sole expense, intends to register for resale
all shares of Common Stock which may be acquired pursuant to the Warrant
Agreement in a Registration Statement on Form S-3, which the Company currently
anticipates filing within 30 days following the date of this letter. If such
Registration Statement becomes effective within 120 days following the date
hereof, the Holder's right to demand "piggy-back" registration pursuant to
Section 7.2(a) of the Warrant Agreement shall be terminated. Until such time as
the Registration Statement becomes effective the Holder's right to demand
"piggy-back" registration is hereby suspended. If such Registration Statement
does not become effective within 120 days following the date hereof or if it
becomes effective and thereafter during the term of the Warrant Agreement
becomes not effective the Holder's right to demand "piggy-back" registration
will be reinstated and will continue in accordance with the terms of the Warrant
Agreement.
3. The Company further agrees to issue to you within business 10 days
additional Warrants to purchase up to 25,000 shares of Common Stock, such
Warrants to be governed in accordance with the terms of the Warrant Agreement.
Please indicate your acceptance of and agreement to the foregoing by
signing the enclosed duplicate copy of this letter where indicated and returning
an executed copy to us.
TECHSYS, INC.
By: _________________________
Xxxxxx X. Xxxxx, President
AGREED AND ACCEPTED:
XXXX, XXXX & CO.
By: _____________________________
Name:
Title:
