EXHIBIT 99.2
DDx, Inc.
7000 Broadway, #3-305
Denver, CO 80221
Tel: 303.440.5894
Fax: 303.427.2106
CONFIDENTIAL
30 October 2000
Mr. Thomas V. Geimer, Chairman
Accelr8 Technology Corporation
303 E. 17th Avenue, Suite 108
Denver, Co. 80203
Re: Amendment to Letter of Intent for the Proposed Acquisition of
Op Test Technology
Dear Mr. Geimer:
This letter will amend the letter of intent dated 27 October 2000 (the
"Original LOI") that was signed earlier today relating to the proposed
acquisition of the Op Test Technology by Accelr8 Technology Corporation
("Buyer") from DDx, Inc. ("Seller"). To the extent that anything in this
amendment to the Original LOI is inconsistent with the language of the Original
LOI, then this amendment will supercede the Original LOI and control. Seller and
Buyer acknowledge that the intent of the parties was to provide for a "no shop"
provision in the Original LOI, and that the "no shop" language was inadvertently
omitted from the Original LOI. The parties further acknowledge that the "no
shop" language is intended to be binding upon all parties until the later of the
date that Closing of the transactions contemplated in the LOI occurs or any
extension of the original scheduled Closing Date, along with the covenants and
agreements set forth in "Due Diligence" and "Confidentiality" in the Original
LOI.
In consideration of the covenants and agreements between the parties and
the payment of ten dollars ($ 10.00) the receipt and sufficiency of which are
hereby acknowledged. the Seller agrees that Seller will not, nor will it permit
any of its officers, directors, employees, financial advisers, brokers,
stockholders or any person acting on Seller's behalf, to consider, solicit or
negotiate, or cause to be considered, solicited or negotiated on behalf of
Seller or its shareholders, or provide or cause to be provided information to
any third party in connection with, any proposal or offer from a third party
with respect to the acquisition of the Op Test Technology from Seller, including
the acquisition of Seller to the extent that such acquisition would include the
Op Test Technology, or the acquisition of all or substantially all of Seller's
assets (if the Op Test Technology were included in those assets), until the
later of the date that Closing of the transactions contemplated in the Original
LOI occurs or any extension of the original scheduled Closing Date.
<PAGE>
Mr. Thomas V. Geimer, Chairman
Accelr8 Technology Corporation
October 30, 2000
Page 2
This amendment to the Original LOI may be executed in counterparts, each of
which shall be deemed to be an original and all of which, when taken together,
shall constitute one and the same document. This letter may be executed by
facsimile signature and a facsimile signature shall constitute an original
signature for all purposes.
Very truly yours,
DDx, Inc., a Colorado corporation ("Seller")
By: /s/ Michael R. McClurg
----------------------------------------
Michael R. McClurg, President
AGREED TO AND ACCEPTED THIS 30TH DAY OF OCTOBER 2000
ACCELR8 TECHNOLOGY CORPORATION, a Colorado corporation ("Buyer")
By: /s/ Thomas V. Geimer
------------------------------------
Thomas V. Geimer, Chief Executive Officer
