Vizacom Inc.
PWR Acquisition Corp.
Glenpointe Center East
300 Xxxxx X. Xxxx Xxxxxxxxx
Xxx 00, 0xx Xxxxx
Xxxxxxx, XX 00000
March 27, 2000
Xx. Xxxxx Xxxxx
Xx. Xxxxxxx Xxxxxxxx
PC Workstation Rentals, Inc. d/b/a PWR Systems
0000 Xxxxxxxx Xxxxxxxx Xxxxxxx
Xxxxxxx, Xxx Xxxx 00000
Re: Amendment to Agreement and Plan of Merger, dated as of February
28, 2000, among us (the "Merger Agreement").
Dear Xxxxx and Xxxxxxx:
This letter confirms our agreement that notwithstanding the provisions
of Section 4.1.2 of the above-referenced Merger Agreement, the RE Notes (as
defined in the Merger Agreement) in the aggregate principal amount of
$888,638 issued by PC Workstation Rentals, Inc., d/b/a PWR Systems ( "PWR" )
on the date hereof to you represent an estimate of the retained earnings of
PWR Systems as of the date hereof, rather than the actual retained earnings of
PWR as of December 31, 1999. The principal amount of such RE Notes shall be
adjusted as provided in the Merger Agreement.
Sincerely,
VIZACOM INC.
By: /s/ Xxxx X. Xxxxxxxxxx
Name: Xxxx X. Xxxxxxxxxx
Title: Vice President - Finance
PWR ACQUISITION CORP.
By: /s/ Xxxx X. Xxxxxxxxxx
Name: Xxxx X. Xxxxxxxxxx
Title: Treasurer
XXXXXXX & XXXXXXXX, LLC
March 27, 2000
Page -2-
Accepted and agreed as of the date first above written:
PC WORKSTATION RENTALS, INC.
By: /s/ Xxxxxxx XxXxxxxx
Name: Xxxxxxx XxXxxxxx
Title: Vice President
/s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx
/s/ Xxxxxxx XxXxxxxx
Xxxxxxx XxXxxxxx
