EXHIBIT 6
September 4, 2003
INSCI Corp.
Two Westborough Business Park
000 Xxxxxxx Xxxxxxx, Xxxxx 0000
Xxxxxxxxxxx, XX 00000
Attn: Xx. Xxxxx X. Xxxxxx, President and Chief Executive Officer
This will confirm our agreement that following the closing of the
transactions contemplated by the Series C Convertible Preferred Stock Purchase
Agreement (the "Purchase Agreement"), by and among, inter alia, SCP Private
Equity Partners II, L.P. ("SCP") and INSCI Corp. ("Insci"):
SCP will indemnify Insci against any judgment against Insci or attachment
upon the assets of Insci (and reasonable costs directly related thereto)
obtained by Remington Partners, Inc ("Remington") based upon Remington having a
lien on the assets of Webware Corporation ("Webware") which was perfected by the
financing statement filing by Remington against Webware dated October 25, 2000,
provided that SCP shall receive prompt notice from Insci of any such claim by
Remington against Insci, and shall have the right to assume and/or direct the
defense on behalf of Insci to such claim. Any obligation on SCP hereunder shall
cease upon the termination or expiration of the said financing statement.
SCP will also enter into an agreement with Insci to vote those Insci shares
which it owns and is entitled to vote, in favor of nominees Xxxxxxxx Xxxxx and
Xxxxx Xxxxxx at Insci's scheduled October 2003 annual meeting, for such terms
not to exceed one year for which they may be subject to election at such
meeting.
Sincerely,
SCP PRIVATE EQUITY PARTNERS II, L.P.
By: SCP Private Equity II General Partner, L.P.,
its General Partner
By: SCP Private Equity II LLC
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxx
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Title: a Manager
