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ALPHANET SOLUTIONS, INC.
7 Ridgedale Avenue
Cedar Knolls, New Jersey 07927
June 20, 2000
Omnitech Holdings, LLC
c/o Omnitech Corporate Solutions, Inc.
100 West Forest Avenue
Englewood, New Jersey 07631
Omnitech Corporate Solutions, Inc.
100 West Forest Avenue
Englewood, New Jersey 07631
Gentlemen:
In connection with the Asset Purchase Agreement dated as of June 6, 2000
(hereinafter, the "Asset Purchase Agreement") by and between AlphaNet Solutions,
Inc. ("AlphaNet") and Omnitech Corporate Solutions, Inc. (hereinafter,
"Omnitech") and the sale to AlphaNet of the assets of Omnitech specified
therein, this will confirm your representation and agreement as follows:
1. Omnitech Holdings, LLC (hereinafter, "Omnitech Holdings") is the corporate
parent of Omnitech and has taken all such actions and executed all such
documents as are necessary and appropriate to authorize the execution by
Omnitech of the Asset Purchase Agreement and the sale to AlphaNet of the
assets specified therein, and said Asset Purchase Agreement and sale of
assets thereunder are hereby expressly authorized and approved.
2. Omnitech Holdings owns the Omnitech interactive kiosk business referenced
in the Asset Purchase Agreement and has the sole legal right to contract
with AlphaNet with respect thereto.
3. Anything contained in the Asset Purchase Agreement to the contrary
notwithstanding, Omnitech Holdings hereby grants to AlphaNet (and Omnitech
hereby consents to the grant to AlphaNet of) a right of first refusal to
support Omnitech's interactive kiosk business to the extent Omnitech or
Omnitech Holdings requires such support.
4. Anything contained in the Asset Purchase Agreement to the contrary
notwithstanding, Omnitech Holdings and Omnitech hereby authorize and agree
to the execution by AlphaNet of the Glimcher Realty Trust (Omnitech Work
Order #14522) contract for web site development and web site hosting and
any other contracts or commitments included in the backorders assigned to
AlphaNet under the Asset Purchase Agreement, it being understood and agreed
that AlphaNet shall be exclusively entitled to all payments under such
contracts or commitments.
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Please signify your acceptance of and agreement to the foregoing by signing in
the space provided below for such purpose.
Very truly yours,
ALPHANET SOLUTIONS, INC.
By: STAN GANG
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Authorized Signatory
ALL OF THE FOREGOING IS ACCEPTED AND AGREED TO THIS 22ND DAY OF JUNE, 2000:
OMNITECH HOLDINGS, LLC
By DAVID PRICE, PRESIDENT
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Authorized Signatory
OMNITECH CORPORATE SOLUTIONS, INC.
By DAVID PRICE, PRESIDENT
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Authorized Signatory
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