EXHIBIT F
[SystemOne Letterhead]
December 9, 2002
To the Investors set
forth on the signature page hereto:
Re: Warrants (the "Waiver Warrants") to purchase an aggregate of 250,000
shares (the "Shares") of common stock, $.001 par value per share, of
SystemOne Technologies Inc. (the "Company") at an exercise price of
$.01 per share to be issued pursuant to that certain Waiver
Agreement dated December 9, 2002 to the Holders named therein.
Ladies and Gentlemen:
The Company and the Investors (as defined in the Letter Agreement
hereinafter referenced) previously entered into a Letter Agreement dated
February 27, 2002 (the "Letter Agreement") regarding Registrable Securities of
the Company (as that term is defined therein). The Company and the Investors
hereby supplement the Letter Agreement such that the Shares issued or issuable
upon exercise of the Waiver Warrants shall be deemed Registrable Securities
under the Loan Agreement (as defined thereunder) for purposes of paragraphs (a)
through (c) of the Letter Agreement. Except as supplemented hereby, the Letter
Agreement shall remain unchanged and in full force and effect; it being
acknowledged and agreed that for purposes of the foregoing Registrable
Securities, Loan Agreement, the Effectiveness Period (as defined under the Loan
Agreement) shall extend until the earliest to occur of (a) two years from the
date of exercise of the last Waiver Warrant to be exercised prior to the
expiration thereof, (b) the date on which the holders of the foregoing
Registrable Securities have completed the sale or distribution described in the
registration statement relating thereto, or (c) the date on which such
Registrable Securities may be sold under Rule 144(k) in the reasonable opinion
of counsel to the Company provided that the Company's transfer agent has
accepted an instruction from the Company to such effect).
If the foregoing is acceptable, please execute a copy of this letter
agreement in the space provided and return such executed copy to the
undersigned.
Very truly yours,
SystemOne Technologies Inc.
By: /s/ Xxxx X. Xxxxxx
------------------------------
Xxxx X. Xxxxxx
Chief Executive Officer
Agreed to an accepted as of the date first above written:
Investors:
Environmental Opportunities Fund II, L.P. Hanseatic Americas LDC
Environmental Opportunities Fund II
(Institutional), L.P. By: Hanseatic Corporation
By: Fund II Mgt. Co., LLC
General Partner By: /s/ Xxxx X. Xxxxxxxxx
---------------------
By: /s/ Xxxxxxx X. Xxxxx Xxxx X. Xxxxxxxxx
----------------------------------- President
Xxxxxxx X. Xxxxx
Chief Investment Officer
Environmental Opportunities Fund, L.P.
Environmental Opportunities Fund (Cayman), L.P.
By: Environmental Opportunities Management Co., LLC
General Partner
By: /s/ Xxxxx XxXxxxx
-----------------------------------
Xxxxx XxXxxxx
Manager
