LAURUS MASTER FUND, LTD. New York, New York 10022Elinear Inc • May 11th, 2005 • Services-computer integrated systems design
Reference is made to (i) that certain Securities Purchase Agreement, dated as of February 28, 2005 (as amended, modified or supplemented from time to time, the "Purchase Agreement"), by and between ELINEAR, Inc., a Delaware corporation (the "Company"), and Laurus Master Fund, Ltd. (the "Purchaser") and (ii) that certain Restricted Account Agreement, dated as of February 28, 2005 (as amended, modified or supplemented from time to time, the "Restricted Account Agreement"), by and among the Company, Laurus and North Fork Bank (the "Bank"). Capitalized terms used but not defined herein shall have the meanings ascribed them in the Restricted Account Agreement, as applicable. Pursuant to Section 3.2 of the Purchase Agreement, the Company is required to place $3,860,000 in the Restricted Account, and, subject to the provisions of this letter, the Purchase Agreement and any Related Agreement, maintain such amount in the Restricted Account for as long as the Purchaser shall have any obligations
