B.H.I.T.Inc.

1.

Cancellation of Debts.  Sellers have outstanding debt payable to Wood in the aggregate amount of $111,000 reflected on the books of Wood (the “Seller Debts”). Upon Closing, the Seller Debts shall be deemed cancelled and paid in full. In consideration for the cancellation of the Seller Debts, Wood’s Working Capital shall be reduced by $111,000.

2.

TMI Cases.  Texas Mutual Insurance Company has brought two suits against Wood captioned Texas Mutual Insurance Co. v. Wood Energy Group, Inc., U.S. District Court of Travis County, Texas (case number D-1-GN-07-001513) and Texas Mutual Insurance Co. v. Wood Energy Group, Inc., U.S. District Court of Travis County, Texas (case number D-1-GN-09-002524) (collectively, the “TMI Cases”). Sellers acknowledge that they are obligated to indemnify the Purchaser Indemnitees pursuant to Section 10.2 of the Purchase Agreement for any and all Damages asserted against, imposed upon, resulting to, required to be paid by, or incurred by any Purchaser Indemnitee, directly or indirectly, in connection with, arising out of, which could result in, or which would not have occurred but for, the TMI Cases and the facts and circumstances that gave rise to the TMI Cases (collectively, the “TMI Damages”). Purchaser shall hold back from the Preliminary Working Capital Adjustment Amount payable to the Sellers from collected Accounts Receivable $100,000 (the “TMI Holdback”) and shall retain the TMI Holdback until the TMI Cases have been finally settled or adjudicated and the period for appeal has passed. Upon final settlement or adjudication of the TMI Cases, if: (i) the TMI Damages are less than $100,000, as mutually determined by Purchaser and Sellers, Purchaser shall pay to Sellers the difference, and (ii) the TMI Damages are greater than $100,000, as mutually determined by Purchaser and Sellers, Sellers shall pay to Purchaser the difference. Sellers, in cooperation with Wood and Purchaser, will coordinate the defense of the TMI Cases, provided Sellers shall not settle the TMI Cases without the consent of Purchaser, which consent shall not be withheld unreasonably.

3.

Effect of Amendment.  Except as otherwise provided in this Letter Agreement, the Purchase Agreement shall remain in full force and effect.

4.

Counterparts.  This Letter Agreement may be executed in one or more counterparts (including by fax or scanned electronic file), none of which need contain the signature of all parties, and all of which taken together will constitute one and the same agreement.