EXHIBIT D
August 7, 2000
Hanseatic Americas LDC
450 Park Avenue
New York, New York 10022
Environmental Opportunities Fund II LP
Environmental Opportunities Fund II
(Institutional) LP
c/o Sanders Morris Harris
3100 Chase Tower
600 Travis Street
Houston, Texas 77002
Dear Sirs:
Reference is hereby made to the Loan Agreement dated this
date (the "Loan Agreement") proposed to be entered into among
us, pursuant to Section 2.10 of which the Borrower is obligated
to issue certain Additional Warrants in the event the Notes are
not satisfied on or prior to the Maturity Date. Capitalized
terms utilized herein and not otherwise defined herein shall
have the meanings assigned to them in the Loan Agreement. To the
extent that any provisions hereof are inconsistent with the Loan
Agreement, the provisions hereof shall amend and supersede the
Loan Agreement as applicable.
Each of you, together with the undersigned concurring
shareholders, holding in excess of a majority of the voting
power of all securities of the Borrower entitled to vote
thereon, hereby agree, forthwith upon request of the Borrower or
any Lender, to approve and consent to in all respects the
issuance by the Borrower of the Additional Warrants in
accordance with the provisions of the Loan Agreement. Each of
you, and such concurring shareholders, agree to take such
further action in evidence of such approval and consent
reasonably requested by the Borrower or any Lender, including,
without limitation, exercising the voting and/or consensual
rights attendant to any and all securities of the Borrower, at
any meeting of the shareholders of the Borrower or in any
written consent of shareholders of the Borrower, in favor of
such approval and consent.
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Without limiting the foregoing, each of you acknowledges
that the issuance of the Additional Warrants shall be subject to
such shareholder approvals applicable thereto as may be required
by the rules (the "Rules") of the National Association of
Securities Dealers Inc. governing The Nasdaq Stock Market.
The Borrower agrees forthwith, in accordance with the
Rules: (i) to confirm in form satisfactory to each of you that,
based on the provisions of this letter, no further approvals are
required under the Rules in connection with the issuance of the
Additional Warrants, or (ii) apply under the Rules for, and
obtain, an appropriate exemption from any additional approvals,
or (iii) in the absence of receipt of such exemption the
Borrower shall use its best efforts forthwith to obtain such
approvals in accordance with applicable law and the Rules.
Very truly yours,
SYSTEMONE TECHNOLOGIES, INC.
By s/Paul Mansur
-------------------------
AGREED:
HANSEATIC AMERICAS LDC
By: Hansabel Partners LLC
By: Hanseatic Corporation
By: s/Paul A. Biddelman
------------------------
ENVIRONMENTAL OPPORTUNITIES FUND II LP
By: Fund II Mgt. Co., LLC,
General Partner
By: s/Bruce McMaken
------------------------
<PAGE>
ENVIRONMENTAL OPPORTUNITIES FUND II
(INSTITUTIONAL) LP
By: Fund II Mgt. Co., LLC,
General Partner
By: s/Bruce McMaken
-----------------------
The undersigned concurring shareholders agree to approve
and consent to the matters set forth under the second paragraph
above, and to take the actions specified under such paragraph,
as if this letter had been addressed to them, respectively.
s/Pierre Mansur
-------------------------
Pierre Mansur
s/Paul Mansur
-------------------------
Paul Mansur
ENVIRONMENTAL OPPORTUNITIES FUND (CAYMAN) LP
By: s/Bruce McMaken
---------------------
ENVIRONMENTAL OPPORTUNITIES FUND LP
By: s/Bruce McMaken
---------------------
