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BRIAN T. FITZPATRICK
751 East Artesia Boulevard
Carson, California 90746
May 15, 2000
Chromatics Color Sciences
International, Inc.
5 East 80th Street
New York, New York 10021
Ladies and Gentlemen:
This letter agreement (this "Agreement") relates to that
certain Agreement of Purchase and Sale, dated as of April 17, 2000 (the
"Purchase Agreement") by and among Chromatics Color Sciences International,
Inc., a New York corporation ("Purchaser"), and the shareholders of Gordon
Acquisition Corp., a Delaware corporation (the "Company") (collectively, the
shareholders of the Company are referred to herein as the "Sellers").
Capitalized terms used herein and not otherwise defined shall have the meanings
ascribed thereto in the Purchase Agreement.
For good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Purchaser and the Sellers, acting
herein through the Shareholder Representative, hereby agree as follows:
1. Extension of Right to Terminate. Notwithstanding anything
to the contrary in the Purchase Agreement, the parties acknowledge and agree
that Section 7.1(b) shall be amended in its entirety to read as follows:
"(b) by the Majority Sellers or the Buyer at any time after
May 26, 2000; provided, however, that no party hereto shall have the right to
terminate this Agreement under this Section 7.1(b) if such party's failure to
fulfill any obligation under this Agreement shall have been the cause of, or
shall have resulted in, the failure of the Closing to occur prior to such date;"
2. Miscellaneous. This Agreement (i) shall be binding upon the
parties hereto and their respective successors, agents, representatives,
assigns, officers,
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directors and employees; (ii) may not be amended or modified except in writing;
(iii) represents the entire understanding between the parties with respect to
the subject matter hereof; (iv) may be executed in separate counterparts, each
of which shall be deemed an original but all such counterparts shall together
constitute one and the same instrument; and (v) shall be governed by and
construed in accordance with the laws of the State of New York. Except for the
foregoing, the provisions of the Purchase Agreement shall govern the subject
matter hereof as it relates to the Purchase Agreement; provided that, in the
event of any conflict between the Purchase Agreement and this Agreement, the
provisions of this Agreement shall govern.
If you agree with the foregoing terms, please indicate your
acceptance thereof by signing where indicated below.
Very truly yours,
/s/ Brian T. Fitzpatrick
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Brian T. Fitzpatrick,
Shareholder Representative
ACKNOWLEDGED AND AGREED:
CHROMATICS COLOR SCIENCES
INTERNATIONAL, INC.:
/s/ Darby S. Macfarlane
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By: Darby S. Macfarlane
Its: Chairperson of the Board
and Chief Executive Officer
Date: May 15, 2000
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