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EXHIBIT 2.1
TRINITY MANAGEMENT COMPANY, INC.
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April 14, 1999
Wall Street Deli, Inc.
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Gentlemen:
This letter will amend and modify the terms of the letter dated
February 23, 1999 (the "Letter of Intent"), between Trinity Management Company,
Inc. ("Trinity") and Wall Street Deli, Inc. ("WSDI") with respect to the
acquisition (the "Acquisition") by Trinity or one of its affiliates of all of
the issued and outstanding common stock, $.05 par value per share (the "Deli
Shares"), of WSDI for cash consideration of $5.50 per Deli Share. Capitalized
terms not otherwise defined in this letter shall have the meanings ascribed to
them in the Letter of Intent.
Trinity and WSDI hereby agree to extent the Acquisition Agreement Date
from April 15, 1999 until April 22, 1999.
Except as modified in this letter, the terms and provisions of the
Letter of Intent remain in full force and effect. Please indicate your
agreement with the foregoing by signing a copy of this letter in the space
indicated below and returning it to the undersigned.
Very truly yours,
TRINITY MANAGEMENT COMPANY, INC.
By: /s/ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇
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▇. ▇▇▇▇▇ ▇▇▇▇▇▇, President
ACCEPTED AND AGREED TO:
WALL STREET DELI, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: President
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Date: 4/15/99
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