Exhibit 2.2
November 22, 1996
Xx. Xxxxxx Xxxxxxxx
President
SeTech, Inc.
000 Xxxxxxxxxx Xxxxx
Xxxxxxxxxxxx, Xxxxxxxxx 00000-0000
XXX
Dear Xx. Xxxxxxxx:
You have called our attention to several agreed upon changes that
were omitted from the final version of the Stock Purchase Agreement
that we signed on November 7, 1996. It is our understanding that
the language described below should be added to the Agreement to
remedy these omissions.
Section 1.3 should be amended by adding a new Section 1.3(d) which
shall read:
In determining whether an adjustment to the Purchase Price is to
be made under this Section 1.3, individual differences or
changes of less than One Thousand Dollars ($1,000) for each
category of asset or liability shall be ignored until the total
of such differences or changes to be ignored equal Twenty-Five
Thousand Dollars ($25,000), then the Purchase Price shall be
adjusted to the extent the total of such differences or changes
exceeds Twenty-Five Thousand Dollars ($25,000).
Section 3.9 should be amended by adding a new section 3.9(l) which
shall read:
In the event of a breach of this Section 3.9 by the Seller or
the Companies, Buyer specifically waives any and all right to
claim or seek (i) damages or expenses related to activities or
events occurring after the Closing Date, and (ii) consequential
damages. Buyer shall be eligible to claim and seek reimbursement
of all damages (exclusive of consequential damages) related to
activities or events occurring prior to the Closing Date.
Section 3.10 should be amended by adding a new paragraph at the end
of section 3.10 which shall read:
In the event of a breach of this Section 3.10 by the Seller or
the Companies, Buyer specifically waives any and all right to
claim or seek (i) damages or expenses related to activities or
events occurring after the Closing Date, and (ii) consequential
damages. Buyer shall be eligible to claim and seek reimbursement
of all damages (exclusive of consequential damages) related to
activities or events occurring prior to the Closing Date.
Section 3.16(b) should be amended by adding a new paragraph at the
end of section 3.16(b) which shall read:
In the event of a breach of this Section 3.16(b) by the Seller
or the Companies, Buyer specifically waives any and all right to
claim or seek (i) damages or expenses related to activities or
events occurring after the Closing Date, and (ii) consequential
damages. Buyer shall be eligible to claim and seek reimbursement
of all damages (exclusive of consequential damages) related to
activities or event occurring prior to the Closing Date.
By this letter and pursuant to Section 16 of the Stock Purchase
Agreement dated November 7, 1996, SeTech, Inc. and Serco Inc. agree
to amend Sections 1.3, 3.9, 3.10, and 3.16 of the Agreement, as
described above. All capitalized terms not otherwise defined in
this letter shall have the meanings ascribed to them in the Stock
Purchase Agreement.
Please acknowledge your agreement to the foregoing by signing a
facsimile copy of this letter and returning it to me by facsimile.
I am also sending two signed originals by Federal Express for your
signature. After signing both originals, please return one to me
and retain the second for your records.
Yours truly,
Serco Inc.
__________________________
By: Xxxxxx X. Xxxxxxxxxx
Director
Agreed and Accepted this ______
day of November, 1996.
SeTech, Inc.
______________________________________
By: Xxxxxx X. Xxxxxxxx
President
