November 8, 2004
Pegasus Imaging Corporation
0000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxx, XX 00000
Attention: Xxxx X. Xxxxxx
Re: That certain ASSET PURCHASE AGREEMENT dated as of August 5, 2004
by and among (i) TMS, INC., an Oklahoma corporation ("TMS"), and
(ii) PIC ACQUISITION, INC., an Oklahoma corporation ("Buyer") and
(iii) PEGASUS IMAGING CORPORATION, a Florida corporation
("Parent") as amended by letter agreement effective October 16,
2004 (the "Purchase Agreement).
Ladies and Gentlemen:
This letter amends the Purchase Agreement effective as of November 8, 2004.
Capitalized terms that are not defined in this letter have the meanings given
them in the Purchase Agreement.
By your execution of the acknowledgement to this letter set forth below,
you hereby agree to the following.
1. If TMS does not obtain Shareholder Approval, the Management
Services shall cease on the day of the Special Meeting or
December 17, 2004, whichever occurs first.
2. On December 17, 2004, TMS shall pay the Parent the Management Fee
and other fees described in the Purchase Agreement incurred by
Parent, but unpaid for the period beginning October 16, 2004 and
ending December 17, 2004.
3. The Closing Date and the date specified in Section 10.1(b) of the
Purchase Agreement each shall be extended to December 17, 2004.
Except as expressly amended in this letter, the provisions of the Purchase
Agreement are and shall remain in full force and effect and are hereby ratified
and confirmed by the parties.
This letter may be executed and acknowledged in multiple counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same.
Very truly yours,
TMS, Inc.
By: XXXXXXX X. XXXXXX
Name: Xxxxxxx X. Xxxxxx
Title: President
Acknowledged and agreed to this 8th day of November, 2004.
PIC Acquisition, Inc.
By: XXXX X. XXXXXX
Name: Xxxx X. Xxxxxx
Title: President
Pegasus Imaging Corporation
By: XXXX X. XXXXXX
Name: Xxxx X. Xxxxxx
Title: President
