Published on April 19, 2007
Exhibit
2.4
WestPark
Capital, Inc. Letterhead
April
17,
2007
Dr. John
Kovach
Lixte
Biotechnology Holdings, Inc.
248
Route
25A, No.2
East
Setauket, New York 11733
Dear
Dr.
Kovach:
Reference
is made to Paragraph 4.11 of the Private Placement Engagement Agreement dated
March 23, 2006 between WestPark Capital, Inc. (“WestPark”) and Lixte, Inc.
(the “Company”). Pursuant to that Section, the Company agreed to issue to
WestPark certain warrants (the “Warrants”) and grant to WestPark standard demand
and piggyback registration rights with respect to the shares underlying the
Warrants. This will confirm our understanding that neither the Company nor
any
affiliate of the Company will be liable to WestPark for monetary damages arising
from the failure of the Company to have complied with the foregoing registration
provision, and WestPark hereby waives any right to make any claim for monetary
damages as a result of any such failure to have complied, it being understood
that the sole remedy of WestPark shall be to seek equitable relief.
Sincerely,
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WestPark
Capital, Inc.
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by /s/
R.
Rappaport
Richard
Rappaport,
Chief
Executive Officer
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