THE MARQUEE GROUP, INC.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
September 12, 1997
▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇
c/o ProServ, Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Dear ▇▇▇▇:
This letter agreement will confirm the understanding between yourself and
The Marquee Group, Inc. ("Marquee") regarding the sale of all of your equity
interests, whether now vested or vesting in the future (your "Interests"), of
ProServ, Inc. and all of its direct and indirect subsidiaries (collectively,
"ProServ") to Marquee.
Pursuant to the terms hereof, you hereby agree to sell and marquee hereby
agrees to purchase, on or before the closing date of Marquee's acquisition
of ProServ, all of your Interests in ProServ, currently consisting of 20
shares of stock of ProServ and stock options to acquire an additional 20
shares of stock ProServ, for a purchase price of $257,260.
Sincerely,
THE MARQUEE GROUP, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
Agreed and accepted this 12th day of September, 1997
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
----------------------
▇▇▇▇ ▇▇▇▇▇▇▇