Exhibit 2iB2
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December 16, 1997
Optelecom, Inc.
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Dear Sirs:
We are writing with respect to an Escrow Agreement dated December 12,
1997 which has been executed by you and by certain other persons and which
contemplated that Franklin National Bank would serve as the Escrow Agent. The
other persons who have executed the Escrow Agreement, all of whom are
represented by this firm, have requested that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ be substituted
for Franklin National Bank as the Escrow Agent. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ agrees to serve
as Escrow Agent pursuant to the terms of the Escrow Agreement. If you agree to
the substitution, please direct the UKL443,902 to be deposited under the Escrow
Agreement by wire to:
Account Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ client account
Account Number: ▇▇▇▇▇▇▇▇
Sort Code: 15-99-00
Name & Address: Messrs C Hoare & Co., ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
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Very truly yours,
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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For ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇