1
EXHIBIT 4.5
November 1, 2000
Xx. Xxxxx X. Xxxxxxxxxx
Chairperson
Chromatics Color Sciences International, Inc.
0 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Xxxxx:
Reference is made to the letter agreement, dated October 11,
2000, by and between LB I Group Inc. and Chromatics Color Sciences International
(the "Letter Agreement"). All capitalized terms used but not defined herein
shall have the meanings assigned to such terms in the Letter Agreement. The
Purchaser hereby irrevocably agrees to waive any right or claim that it may have
to decrease the Conversion Price of the Series 2 Preferred Stock, the Conversion
Price of the Series 3 Preferred Stock and the Exercise Price per Warrant Share
solely in connection with (i) the issuance to Crescent of the Incentive Warrant
(as such term is defined in the Crescent Agreement) and (ii) the issuance to the
holders of the Company's outstanding 14% Senior Convertible Debentures, due
April 15, 2002, of 200,000 five-year warrants to purchase the Common Stock of
the Company, at an exercise price of $1.50 per share, pursuant to the letter
agreement, dated October 11, 2000, by and among the Company and such holders.
Very truly yours,
LB I GROUP INC.
By:
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Name:
Title:
