Exhibit 5
Letter Agreement
Letter Agreement (the "Agreement"), dated January 7, 1999, between
Mellon Ventures, L.P. ("Mellon Ventures") and Xxxxx Partners Ltd. ("Xxxxx
Partners").
Reference is made to that certain Voting and Share Transfer Agreement
(the "Voting Agreement"), dated October 23, 1998, between Mellon Ventures and
Xxxxx Partners. The undersigned hereby agree that the Voting Agreement is
jointly terminated by the parties hereto as of the date first written above.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
the day and year first written above.
MELLON VENTURES, L.P.
By MVMA, L.P., its general partner
By MVMA, Inc., its general partner
By: /s/ Xxxx X. Xxxxxxxxx
---------------------
Managing Director
XXXXX PARTNERS LTD.
By: /s/ R. Xxxxx Xxxxxxxx
---------------------
Managing Director
cc: Dechert Price & Xxxxxx
4000 Xxxx Atlantic Tower
0000 Xxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000-0000
Attention: Xxxxx X. Xxxxxxx, Esq.
Xxxxxx, Xxxxx & Bockius LLP
0000 Xxx Xxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000-0000
Attention: Xxxxxxx X. Xxxxxxx, Esq.
