Re: Exchange Agreement, dated as of August 18, 2009 (the "Exchange Agreement"), among OEPX, LLC, a Delaware limited liability company, Sagard Capital Partners, L.P., a Delaware limited partnership, Tinicum Capital Partners II, L.P., a Delaware limited partnership, Tinicum Capital Partners II Para

Exhibit 10.5

August 18, 2009

X-Rite, Incorporated

4300 44th Street SE

Grand Rapids Michigan 49512 USA

Attention: Thomas J. Vacchiano Jr., Chief Executive Officer

Ladies and Gentlemen:

Pursuant to the Exchange Agreement and as an inducement to the Company entering into the Exchange Agreement, the undersigned Investors agree that at the Shareholders’ Meeting, each of the undersigned Investors will (i) appear, in person or by proxy, or otherwise cause all shares of Common Stock owned by such Investor at such time and that such Investor is entitled to vote (or cause to be voted) at the time of such vote to be counted as present for purposes of determining a quorum and (ii) vote, or instruct to be voted (including by written consent, if applicable), all such shares of Common Stock in favor of the Shareholder Proposal. Capitalized terms not otherwise defined in this letter agreement will have the meanings set forth in the Exchange Agreement.

This letter agreement may not be amended other than by a written instrument executed by the undersigned Investors and the Company. This letter agreement represents the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior negotiations and understandings between the parties with respect to such subject matter. This letter agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and will become effective when one or more counterparts have been signed by each of the parties and delivered to the other party, it being understood that both parties need not sign the same counterpart. F