CONFIDENTIAL
February 23, 1999
Infinite Group, Inc.
000 Xxxxx Xxxxxx Xxxxxxxxx
Xxxxxxx, Xxxxx Xxxxxx 00000
Attention: Xx. Xxxxxxxx X. Xxxxxxxxx
RE: Purchase of 2,875,500 Shares of Series A Convertible
Preferred Stock of Spectra Science Corporation
Ladies and Gentlemen:
The parties to this letter agreement are also parties to an earlier
agreement dated December 29, 1998 (the "Agreement") among Spectra Science
Corporation (the "Company"), Infinite Group, Inc. ("Infinite" or the "Seller"),
Crane & Co., Inc. ("Crane") and Pillar Investment Limited, as representative of
the Pillar Group (as defined in the Agreement). The Agreement sets forth the
terms of the proposed purchase of 2,875,500 shares of the Company's Series A
Convertible Preferred Stock, par value $.01 per share (the "Shares") from the
Seller.
The purpose of this letter is to confirm, notwithstanding contrary
provisions of the Agreement, the following:
A. The Shares shall be sold by Infinite in the following amounts, for the
following purchase prices, and to the following Purchasers:
(i) Crane: 666,667 Shares, for an aggregate purchase price of
$1,500,000.75.
(ii) Pillar Group: 1,120,056 Shares, for an aggregate purchase
price of $2,520,126.00; 444,444 of which Shares were
previously purchased on the First Closing Date for $999,999,
and 675,612 of which Shares are being purchased on the Second
Closing Date for an aggregate purchase price of $1,520,127.
(iii) The Company: 477,583 Shares for an aggregate purchase price of
$601,754.58.
(iv) Clearwater Fund IV, LLC ("Clearwater"): 611,194 Shares, to be
transferred by Infinite to Clearwater in exchange for certain
shares of Infinite held by Clearwater, as previously agreed
between Infinite and Clearwater.
B. The Second Closing Date shall be no later than February 26, 1999.
C. Section 7 of the Agreement, which provides that the Seller shall bear
the reasonable attorney's fees of Warner & Xxxxxxxxx LLP not in excess of
$15,000, is hereby amended to provide (a) that each party shall bear its own
costs with respect to the transaction, and (b) that reasonable attorney's fees
and expenses of Warner & Xxxxxxxxx LLP shall be borne by the Company.
All other provisions of the Agreement not inconsistent with the foregoing
shall remain in full force and effect.
If the foregoing accurately represents the terms of our mutual agreement,
please acknowledge below, send an executed copy by facsimile transmission to
Xxxxxxx X. Xxxxx, Esq., Warner & Xxxxxxxxx LLP (fax number 000-000-0000), 00
Xxxxx Xxxxxx, Xxxxxx, XX 00000 not later than 10:00 AM on February 26, 1999, and
send an original executed copy to Xx. Xxxxx by overnight mail.
Very truly yours,
SPECTRA SCIENCE CORPORATION
By:
--------------------------------
Xxxxx Xxxxxxx, President
Agreed and Acknowledged: CRANE & CO., INC.
By:
--------------------------------
Name:
Title:
PILLAR INVESTMENTS LIMITED,
as representative of each member of
the Pillar Group pursuant to power of
attorney
By:
--------------------------------
Name:
Title:
INFINITE GROUP INC.
By:
--------------------------------
Name:
Title:
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