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EXHIBIT 2.1.(a)
GLOBAL DATATEL, INC.
3333 Congress Avenue, Suite 404
Delray Beach, Florida 33445
As of
June 2, 2000
Surge Components, Inc.
1010 Grand Avenue
Deer Park, New York 11729
GDIS Acquisition Corp.
1010 Grand Avenue
Deer Park, New York ll729
Re: Asset Purchase Agreement by and among Surge Components, Inc. ("Surge"),
GDIS Acquisition Corp. ("Buyer") and Global DataTel, Inc. ("Global")
Dated as of December 8, 1999 (the "Purchase Agreement")
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Gentlemen:
This letter agreement confirms our agreement to amend and supplement
the Purchase Agreement as set forth below.
1. It is hereby consented and agreed that the Assets may be transferred
under pledge to Buyer in exchange for 239,000 shares of preferred stock which is
held in Escrow. Upon obtaining appropriate shareholder approvals of all of the
parties, and issuance of the Class B Common Stock, the assets of Global shall be
released from the pledge and transferred outright to Buyer, or its assigns. For
purposes of this letter agreement, the transfer of Global's assets under pledge
is sometimes referred to herein as a "closing in pledge."
2. No documents relating to the Closing, whether executed or otherwise,
may be released and no Closing and release from Pledge shall take place until
all Schedules and Exhibits and other documents relating to the Closing, have
been completed and approved, which approval shall not be unreasonably withheld,
and, if applicable, executed with original documents in the actual possession of
Snow Becker Krauss P.C.
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Surge Components, Inc.
GDIS Acquisition Corp.
Page 2
Except as to the extent amended hereby, the Purchase Agreement shall
remain in full force and effect. All capitalized terms which are not defined
herein shall have the meaning ascribed to them in the Purchase Agreement.
GLOBAL DATATEL, INC.
By: /S/ Richard Baker
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Name: Richard Baker
Title: Chairman of the Board
SURGE COMPONENTS, INC.
By: /S/ Ira Levy
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Name: Ira Levy
Title: President
GDIS ACQUISITION CORP.
By: /S/ Ira Levy
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Name: Ira Levy
Title: President
