Exhibit 3
July 23, 2001
Environmental Power Corporation
000 Xxxxxx Xxxxxx, Xxxxx 0X
Xxxxxxxxxx, XX 00000
Reference is made to the Share Exchange Agreement (the "Exchange
Agreement") dated as of June 20, 2001 between Environmental Power Corporation,
Microgy Cogeneration Systems, Inc. and the Principal Microgy Shareholders
referred to therein. Capitalized terms used herein without definition shall
have the respective definitions ascribed in the Exchange Agreement.
1. Each Principal Microgy Stockholder signing this letter hereby waives,
and covenants and agrees not to assert any right to, any adjustment under
Section 2.4 of the Exchange Agreement.
2. Each of the undersigned acknowledges that its execution of this letter
is a material inducement to EPC to consummate the transactions contemplated by
the Exchange Agreement.
The letter may be signed in counterparts and/or by facsimile and shall be
effective and binding on each signatory hereto upon such person's signature.
Very truly yours,
____________________________________
Xxxxxx X. Xxxx
____________________________________
Xxxxxxxx X. Xxxxx
____________________________________
Xxxxxx X. Xxxxxxx
____________________________________
Xxxxxx X. Xxxxxxx
____________________________________
Xxxx X. Xxxxx
Agreed and Accepted
ENVIRONMENTAL POWER CORPORATION
By: ___________________________
