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EXHIBIT 99
August 8, 2000
eMcris Limited
P.O. Box 147
The Valley, Anguilla
British West Indies
This letter sets forth our mutual agreement and understandings with
respect to the role of eMcris Limited, an Anguilla corporation (the "Finder"),
in connection with the transactions contemplated by the Operating Agreement
dated as of April 27, 2000, as amended and restated as of even date herewith
(the "Agreement"), by and between bSmart.to Technologies, Inc., a Delaware
corporation ("Bravo"), and CZG Mobile Ventures, Inc., a Delaware corporation
("Charlie Sub") and a wholly owned subsidiary of Cotelligent USA, Inc., a
California corporation ("Charlie USA"), and by the documents and instruments
contemplated thereby.
Upon the consummation of the transactions contemplated by the
Agreement and the documents and instruments contemplated thereby, in full
payment for and consideration of the Finder's role in introducing Bravo, Charlie
Sub and Charlie USA and its financial advice and other assistance in structuring
and implementing such transactions, Charlie USA shall pay to the Finder, on
behalf of Charlie Sub, a fee of $2,500,000, of which $2,250,000 shall be made by
wire transfer of immediately available funds to an account designated by the
Finder and the remaining $250,000 shall be paid to Bravo.
Nothing in this letter agreement is intended by the parties to create
any fiduciary relationship among them, nor to constitute any of them an agent,
legal representative, subsidiary, joint venturer, partner, employee or servant
of the other for any purpose. With respect to all matters relating to this
letter agreement, the parties shall be deemed to be independent contractors and
shall bear their own expenses in connection with this letter agreement. No party
shall have, nor shall any party hold itself out as having, the power to make
contracts in the name of or binding on any other party or to obligate any other
party in any way whatsoever.
This letter agreement shall be governed by and construed in accordance
with the laws of the State of New York, without regard to the principles of
conflict of laws.
This letter agreement embodies the entire agreement and understanding
among the parties with respect to the subject matter hereof, and supersedes all
prior agreements and understandings relating to such subject matter. This
Agreement may not be amended or otherwise modified or waived except by an
instrument in writing signed by each of the parties hereto.
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This letter agreement may be executed in two or more counterparts,
each of which shall be deemed to be an original, but all of which shall
constitute one and the same letter agreement.
COTELLIGENT USA, INC.
/s/ DAN E. JACKSON
By:________________________
Name: Dan E. Jackson
Title: Executive Vice President,
Chief Financial Officer and Treasurer
Acknowledged and Agreed:
EMCRIS LIMITED
/s/ PETER STUART-BUTTLE
By:_________________________
Name: Peter Stuart-Buttle
Title: Director
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