Exhibit 4.5
FOX & COMPANY INVESTMENTS, INC.
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September 23, 1997
Soy Environmental Products, Inc.
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Re: Engagement Agreement Effective June 27, 1997/Note Agreement
Effective July 3, 1997/Class A Warrant Agreement Effective
July 3, 1997/Class B Warrant Agreement Effective July 3, 1997
Gentlemen:
This letter will serve as a supplement and addendum to the
above-referenced agreement (the "Agreement"). Fox & Company Investments, Inc.,
as placement agent (the "Placement Agent"), and Soy Environmental Products, Inc.
(the "Company") hereby agree to extend the term of the Offering through
September 23, 1997 and to increase the total amount of the Offering to $770,000
($924,000 of Notes and 924,000 Warrants). The Note Agreement, the Class A
Warrant Agreement and Class B Warrant Agreement are also hereby amended to
reflect the increased total amount of the Offering.
All remaining terms and conditions of the Agreement, the Note
Agreement, the Class A Warrant Agreement and the Class B Warrant Agreement
remain in full force and effect.
The Placement Agent shall be responsible for notifying all prior
investors of the change of terms. The Company will be responsible for the
preparation and filing of all applicable Securities and Exchange Commission and
state blue sky notices as required with respect to the extension and expansion
of the offering and the closing as contemplated to occur on the date hereof.
If the above is in accordance with your understanding, please indicate
the same by executing below.
Very truly yours,
FOX & COMPANY INVESTMENTS, INC.
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Executive Vice President
Accepted:
SOY ENVIRONMENTAL PRODUCTS, INC.
By /s/ ▇▇▇▇ ▇. ▇▇▇
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▇▇▇▇ ▇. ▇▇▇, Chief Executive Officer