Exhibit 10.5
HA-LO INDUSTRIES, INC.
5800 WEST TOUHY AVENUE
NILES, IL 60714
April 10, 2001
Mr. Linden D. Nelson
6180 Wing Lake Road
Bloomfield Hills, MI 48301
Dear Linden:
This letter is with respect to the Agreement to Purchase Membership
Interest between HA-LO Industries, Inc., a Delaware corporation and yourself
(the "Agreement") regarding HA-LO's membership interest in iDentify Licensing
Management, LLC (the "LLC"). As you recall, pursuant to our discussions which
were reflected in my e-mail to you on March 21, 2001, we had earlier agreed that
the closing of the transactions would occur during the week of April 2, 2001
and, at your option, notwithstanding the terms of the Agreement, you would have
had the opportunity to purchase less than all of HA-LO's membership interest in
the LLC.
This letter, when countersigned below by you, will reflect our revised
understanding that (1) the amendment to the Agreement reflected in the March 21,
2001 e-mail is void and you hereby commit to purchase all of HA-LO's remaining
interest in the LLC; (2) you agree to wire transfer to HA-LO the sum of six
million dollars ($6,000,000) no later than April 20th, 2001, and (3) you agree
to wire transfer to HA-LO the sum of eight million dollars ($8,000,000)
representing the remainder of the purchase price no later than May 16th, 2001.
Upon timely receipt of the full purchase price, HA-LO consents to Comerica Bank
releasing to you the closing documents deposited in escrow with Comerica Bank on
3-20-01.
Please reflect your agreement by countersigning below.
Very truly yours,
HA-LO Industries, Inc.
/s/ Marc S. Simon
By: Marc S. Simon
Chief Executive Officer
AGREED this 10th day of
April, 2001
/s/ LINDEN D. NELSON
- -----------------------------
Linden D. Nelson