EX-10.3 5 g74512ex10-3.txt LETTER AGREEMENT EXHIBIT 10.3 February 27, 2002 Hanseatic Americas LDC 450 Park Avenue New York, New York 10022 Environmental Opportunities Fund II LP Environmental Opportunities Fund II (Institutional) LP c/o Sanders Morris Harris 3100 Chase Tower 600 Travis Street Houston, Texas 77002 Dear Sirs: Reference is hereby made to: (i) the Loan Agreement dated as of August 7, 2000, as amended by Amendment No. 1 dated as of November 10, 2000, Amendment No. 2 dated November 30, 2000 and Amendment No. 3 dated the date hereof (the foregoing, as from time to time further amended, collectively referred to as the "Amended Loan Agreement") entered into among us; and (ii) the Supplemental Letter dated August 7, 2000 (the "Supplemental Letter") executed by you and the undersigned, together with the concurring shareholders executing this letter (a copy of which is annexed hereto). Capitalized terms utilized herein and not otherwise defined herein shall have the meanings assigned to them in the Amended Loan Agreement. This letter shall confirm that the Supplemental Letter remains in full force and effect, and that all references therein to the Loan Agreement shall be deemed references to the Amended Loan Agreement. Very truly yours, SYSTEMONE TECHNOLOGIES, INC. By /s/ PAUL I. MANSUR ------------------------------------- Paul I. Mansur Chief Executive Officer AGREED: 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 By: /s/ PAUL A. BIDDELMAN ------------------------ General Partner Paul A. Biddelman President By: /s/ KENNETH C. LEUNG ---------------------------- Kenneth C. Leung Chief Investment Officer The undersigned concurring shareholders agree to the foregoing: /s/ PIERRE G. MANSUR ------------------------------------ Pierre G. Mansur /s/ PAUL I. MANSUR ------------------------------------ Paul I. Mansur ENVIRONMENTAL OPPORTUNITIES FUND, L.P. ENVIRONMENTAL OPPORTUNITIES FUND (CAYMAN), L.P. By: Environmental Opportunities Management Co., LLC General Partner By:/s/ BRUCE MCMAKEN ------------------------- Bruce McMaken Manager