Exhibit 10.7
AQUATIC CELLULOSE INTERNATIONAL CORP.
0000 00XX XXXXXX, XXXXX 0
XXXXXX, XXXXXXX XXXXXXXX
XXXXXX VIT-6L1
March 19, 2004
AJW Partners, LLC
New Millennium Capital Partners II, LLC
0000 Xxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxx, Xxx Xxxx 00000
Re: AQUATIC CELLULOSE INTERNATIONAL CORP. (THE "COMPANY") - AMENDMENT OF
DEBENTURES
Ladies and Gentlemen:
This letter sets forth the agreement of the parties hereto to provide for
(i) an amendment of the conversion price of certain debentures which are
convertible into shares of the Company's common stock, par value $.001 per share
(the "Common Stock"), originally issued by the Company to the investors listed
in the signature pages hereto (collectively, the "Investors") in September 2000,
January 2001, March 2001 and December 2001 (the "Debentures"), as set forth on
Schedule 1 hereto; and (ii) an amendment of the maturity date of the Debentures.
By execution hereof, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree that:
1. The applicable discount is hereby amended to be 60.0%.
2. The maturity date of the Debentures is hereby amended to be March 19,
2006.
3. All other provisions of the Debentures and the Warrants shall remain
in full force and effect.
The parties shall do and perform, or cause to be done and performed, all
such further acts and things, and shall execute and deliver all such other
agreements, certificates, instruments and documents, as the other parties hereto
may reasonably request in order to carry out the intent and accomplish the
purposes of this letter agreement, including without limitation the issuance of
amended Debentures.
[Signature Page Follows]
Please signify your agreement with the foregoing by signing a copy of this
letter where indicated and returning it to the undersigned.
Sincerely,
AQUATIC CELLULOSE
INTERNATIONAL CORP.
/s/ Sheridan Westgarde
----------------------------------------
Sheridan B. Westgarde
President and Chief Executive Officer
ACCEPTED AND AGREED:
AJW PARTNERS, LLC
By: SMS GROUP, LLC
----------------------------------------
Xxxxx X. Xxxxxxxx, Manager
NEW MILLENNIUM CAPITAL PARTNERS II, LLC
By: FIRST STREET MANAGER II, LLC,
----------------------------------------
Xxxxx X. Xxxxxxxx, Manager
SCHEDULE 1
ORIGINAL
DATE OF PRINCIPAL
INVESTOR DEBENTURE AMOUNT
--------------------------------------- ---------- -----------
AJW Partners, LLC 09/29/2000 $231,650.00
New Millennium Capital Partners II, LLC 09/29/2000 $236,650.00
AJW Partners, LLC 01/25/2001 $ 8,750.00
New Millennium Capital Partners II, LLC 01/25/2001 $ 26,662.00
AJW Partners, LLC 03/14/2001 $ 50,000.00
New Millennium Capital Partners II, LLC 03/14/2001 $ 27,088.00
AJW Partners, LLC 12/16/2001 $100,000.00
New Millennium Capital Partners II, LLC 12/16/2001 $100,000.00
