EXHIBIT 99.7
ALPINE CAPITAL PARTNERS, INC.
* * *
000 Xxxxxxxxx Xxxxxx * 32nd Floor * New York, N.Y. 10022
Phone 000-000-0000 * Fax 000-000-0000
September 25, 2002
VIA FACSIMILE (000) 000-0000
Mr. Xxxx Xxxxxxxxxxx
President & CEO
Crystallex International
000 Xxxx Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, XX X0X0, Xxxxxx
Dear Xxxx,
In connection with the "Financing" between Crystallex International, (the
Company) and Millennium Partners (Riverview Funds), you agree to pay Alpine a
Advisory Fee in an amount equal to 5% of the Gross Proceeds provided by
Millennium. The Fee is due in full, at the time of funding, and will be sent via
wire transfer to a Business Banking account of Alpine.
Additionally upon completion of the Financing, the Company will issue to Alpine
200,000 warrants. The warrants will carry the same terms, pricing, registration
requirements etc, as in the warrants issued to the Investors.
The Company agrees that Alpine, and any of its directors, officers, employees
and/or affiliates will be indemnified, exculpated, and held harmless by the
Company from any claims, liabilities, damages or expenses arising out of any
action, proceeding or investigation regarding the Financing unless such claims,
liabilities, damages, or expenses resulted from Alpines, or it's directors,
officers, or employees and/or affiliates gross negligence, recklessness, bad
faith or willful misconduct.
Xxxx, Its been great working with you. I look forward to completing the proposed
transaction and continuing a long term relationship with you and the company.
Sincerely,
Alpine Capital Partners, Inc.
By: /s/ Xxxx Xxxxx
-------------------------
Name: Xxxx Xxxxx
Title: President
Agreed and accepted this 25th day of Sept., 2002
---- -----
Crystallex International
By: /s/ Xxxxxx X. Xxxx
------------------------
Name: Xxxxxx X. Xxxx
Title: Executive Vice President