Exhibit 22
▇▇▇▇▇▇▇ ▇. GOLD
c/o State Of The Art, Inc.
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▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
February 23, 1998
The Sage Group plc
Rose Acquisition Corp.
Sage House
Benton ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇
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Ladies and Gentlemen:
Reference is hereby made to the Agreement and Plan of Merger, dated
January 27, 1998 (the "Merger Agreement"), by and among The Sage Group plc, a
corporation organized under the laws of England, Rose Acquisition Corp., a ▇▇▇▇
▇▇▇▇ corporation (the "Purchaser"), and State Of The Art, Inc., a California
corpora tion (the "Company"). Capitalized terms used herein and not otherwise
defined shall have the meanings assigned to such terms in the Merger Agreement.
The undersigned represents and warrants that the undersigned is the
holder of options (the "Options") to purchase 52,672 Shares of the Company,
which Options are currently exercisable or will be exercisable by April 1,
1998.
As an inducement for you to waive the Minimum Condition described in
Annex I to the Merger Agreement and consummate the Offer in accordance with the
terms set forth in the Merger Agreement, the undersigned hereby agrees not to
exercise any of the Options from the date hereof through the Effective Time.
The undersigned does not, and nothing in this letter shall be construed to,
waive any
benefits intended to be conferred on the undersigned pursuant to Section 2.4 of
the Merger Agreement.
The agreement set forth herein shall terminate upon the earlier of the
Effective time and the termination of the Merger Agreement in accordance with
its terms.
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Very truly yours,
/s/ ▇▇▇▇▇▇▇ ▇. GOLD
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▇▇▇▇▇▇▇ ▇. Gold
ACKNOWLEDGED AND AGREED:
THE SAGE GROUP PLC
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Chief Executive Officer
ROSE ACQUISITION CORP.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President and Secretary
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