EXHIBIT C (2 PAGES)
March 30, 1998
via FACSIMILE
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▇▇▇▇ ▇▇▇▇▇▇, President
▇▇▇▇▇▇ Management Corporation
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear ▇▇. ▇▇▇▇▇▇:
Scientific Software-Intercomp, Inc. on March 27, 1998 signed an agreement for
its acquisition by ▇▇▇▇▇ ▇▇▇▇▇▇ Incorporated. That agreement is conditioned
upon the acceptance by the ▇▇▇▇▇▇▇ Funds (▇▇▇▇▇▇▇) at the closing of the
acquisition of $1.4 million cash in satisfaction of the $5 million of
principal plus accrued interest (and any other charges) which will be owed to
▇▇▇▇▇▇▇ at closing and in satisfaction of warrants held by ▇▇▇▇▇▇▇ to purchase
up to 1,500,000 shares of common stock of SSI.
The transaction will be as I described to you previously. Depending on the
agreement with Halliburton, the proceeds to common shareholders will be
between $.30 and $.50 per common share. We believe that we have an agreement
with Halliburton which could result in common shareholders receiving $.49 per
share, but in any event no less than $.30 per share. A copy of the agreement
of SSI with ▇▇▇▇▇ ▇▇▇▇▇▇ is attached.
▇▇. ▇▇▇▇ ▇▇▇▇▇▇
March 30, 1998
Page 2
We understand that the foregoing payments are acceptable to ▇▇▇▇▇▇▇ and that
▇▇▇▇▇▇ Management Corporation is authorized on behalf of ▇▇▇▇▇▇▇ to agree to
the foregoing. Accordingly, please sign and return by facsimile to
303/894-0475 a copy of this letter to indicate such agreement. In connection
with completing the formal documentation for the acquisition of SSI by ▇▇▇▇▇
▇▇▇▇▇▇, it will of course be necessary for SSI and ▇▇▇▇▇▇▇ to enter into a
▇▇▇▇▇▇ agreement containing the terms set forth above.
Very truly yours,
SCIENTIFIC SOFTWARE-INTERCOMP, INC.
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇, President and Chief Executive Officer
Agreed to this 31 day of March, 1998
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▇▇▇▇▇▇ MANAGEMENT CORPORATION
By /s/ ▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇, President
