SIPEX CORP
EX-10.2 COMERICA BANK -- CALIFORNIA WAIVER
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>b39292scex10-2.txt
<DESCRIPTION>EX-10.2 COMERICA BANK -- CALIFORNIA WAIVER
<TEXT>

<PAGE>   1
                                                                    Exhibit 10.2

May 8, 2001


Frank DiPietro
Sipex Corporation
22 Linell Circle
Billerica, MA  01821

Dear Frank:

Comerica Bank-California (herein "Bank") hereby gives formal notice to Sipex
Corporation (herein "Borrower") that as of March 31, 2001 it is in violation of
the Amended and Restated Revolving Credit Loan & Security Agreement between
Comerica Bank and Sipex Corporation dated March 22, 2001 (Agreement) as of March
31, 2001:

         7.17(g) "Net Income after taxes of ($1,500,000) for the quarter ended
March 31, 2001..."

Subject to the terms and conditions that follow, we have decided to waive our
default right with respect to the violation for the period ending on March 31,
2001. Please note that this applies only to the specific instance described
above. It is not a waiver of any subsequent violation of the same provision of
the Agreement, nor is it a waive of any violation of any other provision of the
Agreement.

Except as expressly stated in this letter, we reserve all of the rights, powers,
and remedies available to us under the Agreement and any other contracts or
instruments signed by you. If you have any questions regarding this letter,
please contact me.

Sincerely,



/s/ Marco Figone
Vice President

(415) 905-2026

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