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Exhibit 10.4.2
MCSi, INC.
4750 HEMPSTEAD STATION DRIVE
DAYTON, OHIO 45429
August 17, 2000
Joseph M. Savarino
President
Zengine, Inc.
6100 Stewart Avenue
Fremont, CA 95438
Re: Distribution Services Agreement
Dear Joe:
Pursuant to Section 14(k) of the Distribution Services Agreement by and
between Miami Computer Supply Corporation (the corporate predecessor to MCSi,
Inc.) ("MCSi") and Zengine, Inc. ("Zengine"), dated as of October 1, 1999 (the
"Agreement") as amended on June 1, 2000, the parties to the Agreement hereby
agree to amend the Section 2 of the Agreement by deleting subsection (c) in its
entirety and replacing it with the following:
"(c) On or before the end of each fiscal
quarter through the term of the Distribution
Services Agreement, Zengine shall pay to MCSi
a fee for its use of MCSi's warehouse facility
in Erlanger, Kentucky ("Warehouse") in the amount
of the excess of 30% of the total gross expenses
of the Warehouse less the cost of the Warehouse
dedicated to the FedEx Project and less the amount
paid by Zengine to MCSi for the respective quarter
under other provisions of the Distribution Services
Agreement."
Except as set forth above, the Agreement shall remain in full force and
effect pursuant to the terms and conditions thereof.
Please signify your agreement to this amendment to the Agreement by
signing a copy of this letter in the space provided below and returning the copy
to me as soon as possible.
Feel free to call me if you have any questions regarding this matter.
Sincerely,
/s/ Ira H. Stanley
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Ira H. Stanley
Vice President and
Chief Financial Officer
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Agreed and accepted:
ZENGINE, INC.
By: /s/ Louis Lipinski
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Louis Lipinski
Chief Financial Officer
Date: August 17, 2000
