Instruction Letter for Disbursement and Termination of Escrow Agreement among Old Kent Bank, Opinion Research Corporation, and C/J Research, Inc.

Summary

This letter instructs Old Kent Bank to transfer $200,000 from a deposit escrow account to a closing escrow account and $50,000 to Cotter Research, Inc., as part of the closing of an acquisition involving Opinion Research Corporation and C/J Research, Inc. It also directs the distribution of income earned on the escrowed funds, with 80% going to Opinion Research Corporation and 20% to Cotter Research, Inc. After these transfers, the original escrow agreement will be terminated. The parties involved are Old Kent Bank, Opinion Research Corporation, and C/J Research, Inc.

EX-2.1K 13 0013.txt FORM OF INSTRUCTION LETTER TO ESCROW AGREEMENT EXHIBIT 2.1(K) August 31, 2000 VIA FASCIMILE (_____________) Old Kent Bank Corporate Trust 4420 44/th/ Street, S.E. Grand Rapids, MI ###-###-#### Attn: __________________________ Dear _____________: On April 28, 2000, an Escrow Agreement (the "Deposit Escrow Agreement") was entered into by and among Old Kent Bank ("Bank"), Opinion Research Corporation ("ORC") and C/J Research, Inc. ("Seller") and, in connection therewith, $250,000 was deposited into an escrow account at Bank (No. _________) (the "Deposit Escrow Account"). On August 29, 2000, Bank, Seller and ORC Consumer, Inc. ("Buyer") entered into an Escrow Agreement, whereby $900,000 (the "Closing Escrow Amount") is to be deposited at Bank into account number _________ (the "Closing Escrow Account"). This letter serves as notice that the Acquisition (as defined in the Deposit Escrow Agreement) is in the process of being closed on the date of this letter (the "Closing"). In connection with Closing, and pursuant to Section 3(d) of the Deposit Escrow Agreement, the undersigned parties hereby authorize the principal amount of $250,000 in the Deposit Escrow Account to be transferred as follows: 1. Two Hundred Dollars ($200,000) to the Closing Escrow Account (account number _________) as a portion of the Closing Escrow Amount; and 2. Fifty Thousand Dollars ($50,000) to Cotter Research, Inc. (a.k.a. C/J Research, Inc.), in accordance with the following wire transfer instructions: Wire Transfer Funds to: Harris Bank Palatine, Illinois A B A Routing Number: _________ For Credit to: Cotter Research, Inc. (a.k.a. C/J Research, Inc.) Account Number: _________ 1 In regards to the Income (as defined in the Deposit Escrow Agreement) on the Deposit Escrow Account, please distribute such funds as follows: 1. Eighty percent (80%) of the Income (defined in the Escrow Agreement) to Opinion Research Corporation, according to the following wire transfer instructions: Wire Transfer Funds to: Chase Manhattan Bank New York, New York ABA Routing Number: _________ For Credit to: Opinion Research Corporation Account Number: _________ 2. Twenty percent (20%) of the Income to Cotter Research, Inc. (a.k.a C/J Research, Inc.), according to the following wire transfer instructions: Wire Transfer Funds to: Harris Bank Palatine, Illinois ABA Routing Number: _________ For Credit to: Cotter Research, Inc. (a.k.a C/J Research, Inc.) Account Number: _________ After Bank disburses the amounts as directed above, the Deposit Escrow Agreement shall terminate in accordance with Section 10 thereof. C/J RESEARCH, INC. OPINION RESEARCH CORPORATION ___________________________ __________________________ By: ______________________ By: ______________________ Its: ____________________ Its: _____________________ 2