EXHIBIT 2.02
[Colorsmart Letterhead]
December 2, 1999
Mr. Xxxxxx XxXxxxxx
Magnum Digital Inc.
0000 Xxxxx Xx. X-0
Xxxxxxx Xxxxx, Xx.
00000
Gentlemen:
By this letter, the parties acknowledge that the agreement between
Xxxxxx XxXxxxxx, the sole shareholder of Magnum Digital, Inc. ("Magnum") and
Xxxxxxxxxx.xxx, Inc., dated September 3, 1998 is binding and in effect.
Furthermore, the parties agree that the closing date for the purchase of
Magnum's shares has been extended until Xxxxxxxxxx.xxx Inc. competes its
initial public offering. Colorsmart acknowledges that it will file a
registration statement with the Securities and Exchange Commission within the
next 15 days. This will also confirm that since no closing has taken place,
no shares of Magnum have been issued or delivered to Colorsmart, Magnum has
not given a promissory note to Xxxxxx XxXxxxxx for the purchase price, and
there is no deed of pledge between Xxxxxx XxXxxxxx and Xxxxxxxxxx extant.
Very truly yours,
Xxxxxxxxxx.xxx, Inc.
By: /s/ Xxxxx X. Xxxxxxx, Xx.
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ACCEPTED, AGREED TO AND ACKNOWLEDGED:
/s/ Xxxxxx XxXxxxxx
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Xxxxxx XxXxxxxx
