EXHIBIT (b)
[MIDLAND FINANCIAL CO. LETTERHEAD]
July 29, 2003
Pacer Technology
9420 Santa Anita Avenue
Rancho Cucamonga, CA 91730-6117
To Whom It May Concern:
Midland Financial Co. is prepared to advance Cyan Holding Co. or its affiliates up to $20 million for the acquisition of Pacer Technology shares upon satisfaction of all conditions precedent in any purchase or merger agreement related to the acquisition of such shares.
Sincerely,
/s/ TODD A. DOBSON
Todd A. Dobson