EX-2.25 4 dex225.txt LETTER AGREEMENT TO AGREEMENT AND PLAN OF MERGER EXHIBIT 2.25 INDUSTRIAL DATA SYSTEMS CORPORATION 600 CENTURY PLAZA DRIVE, BUILDING 140 HOUSTON, TEXAS 77073 November 5, 2001 Gentlemen: I am writing to you with respect to the Agreement and Plan of Merger dated July 31, 2001, as amended, between Industrial Data Systems Corporation, IDS Engineering Management, LC, PEI Acquisition, Inc., and Petrocon Engineering, Inc. (the "Merger Agreement"), and the Settlement Agreement and Plan of Reorganization dated July 31, 2001, between Petrocon Engineering, Inc., Industrial Data Systems Corporation, PEI Acquisition, Inc. and Equus II Incorporated (the "Settlement Agreement"). Please sign below to confirm that, assuming all conditions to the closing are met, the parties have agreed to close the transactions contemplated by the Merger Agreement and the Settlement Agreement in December 2001, to be effective following the close of business on December 21, 2001. Sincerely yours, INDUSTRIAL DATA SYSTEMS CORPORATION By: /s/ William A. Coskey --------------------- William A. Coskey, President ACKNOWLEDGED AND AGREED: IDS ENGINEERING MANAGEMENT, LC By: /s/ William A. Coskey ---------------------------------- William A. Coskey, President PEI ACQUISITION, INC. By: /s/ William A. Coskey ---------------------------------- William A. Coskey, President PETROCON ENGINEERING, INC. By: /s/ Michael L. Burrow ---------------------------------- Michael L. Burrow, President EQUUS II INCORPORATED By: /s/ Randall B. Hale ---------------------------------- Randall B. Hale, Vice President