Exhibit 2.4
MCSi, INC.
0000 XXXXXXXXX XXXXXXX XXXXX
XXXXXX, XXXX 00000
December 29, 2000
P. Xxxxxxx Xxxxxxxx
Chief Executive Officer
Intellisys Group, Inc.
X. Xxxxxxxxxxxx Enterprises, Inc.
Pro Line Video, Inc.
0000 Xxxxx Xxxx Xxxx
Xxxxxxxx Xxxxxxx, Xxxxxxxxxx 00000
Re: Amendment to Asset Purchase Agreement
Xx. Xxxxxxxx:
As you know, White & Case LLP ("W&C"), as special counsel to MCSi, Inc.
("MCSi"), and Xxxxxxxxx Xxxxx Xxxxx Xxxxx & Xxxxx, PC ("PSZYJ"), as special
counsel to Intellisys Group, Inc. ("Intellisys"), X. Xxxxxxxxxxxx Enterprises,
Inc. ("BHI"), and Pro Line Video, Inc. ("PVI"), have, on behalf of their
respective clients, entered into a Stipulation Regarding Non-Material
Modifications to Debtors' Sale of Assets to MCSi, Inc. dated December 21, 2000
(the "Stipulation").
This letter constitutes an agreement by MCSi, Intellisys, BHI, and PVI
that the Stipulation constitutes an amendment of the Asset Purchase Agreement
dated October 6, 2000, as amended November 13, 2000 and November 24, 2000 (the
"APA"). To the extent of any conflict between the terms of the Stipulation and
the terms of the APA, the terms of the Stipulation shall be deemed to control.
Except as amended by the Stipulation, the APA remains in full force and effect.
This agreement is governed in all respects by the laws of the United
States of America and the State of California as such laws are applied to
agreements entered into and to be performed entirely within California between
California residents, without regard to its conflict or choice of law
principles. This agreement supersedes, and its terms govern, all prior or
contemporaneous proposals, agreements, or other communications between the
parties, oral or written, regarding such subject matter. This agreement shall
not be modified except by a subsequently dated written amendment signed on
behalf of the parties by their duly authorized representatives.
If you agree with the above terms, please sign in the spaces provided
below and return a copy of the signed letter to me as soon as possible.
MCSi, INC.
By: /s/ XXX X. XXXXXXX
-----------------------------------
Xxx X. Xxxxxxx
Vice President
Accepted and Agreed: INTELLISYS GROUP, INC.
Date: 12/29/00 By: /s/ P. XXXXXXX XXXXXXXX
------------------------ -----------------------------------
P. Xxxxxxx Xxxxxxxx
President and Chief Executive Officer
Accepted and Agreed: X. XXXXXXXXXXXX ENTERPRISES, INC.
Date: 12/29/00 By: /s/ P. XXXXXXX XXXXXXXX
------------------------ -----------------------------------
P. Xxxxxxx Xxxxxxxx
Assistant Secretary
Accepted and Agreed: PRO LINE VIDEO, INC.
Date: 12/29/00 By: /s/ P. XXXXXXX XXXXXXXX
------------------------ -----------------------------------
P. Xxxxxxx Xxxxxxxx
Assistant Secretary
