December 29, 2005
Exhibit
10.2
December
29, 2005
Stonegate
Securities, Inc.
0000
Xxxxxx Xxxx, Xxxxx 000
Xxxxxx,
Xxxxx 00000
Attention:
Xxxxx Xxxxxxxx, President
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Re:
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Placement
Agency Agreement (the “Agreement”)
dated as of October 21, 2005, by and between Ignis Petroleum Group,
Inc.
(the “Company”),
and Stonegate Securities, Inc. (“Stonegate”).
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Ladies
and Gentlemen:
Pursuant
to the above referenced Agreement, Stonegate has served as placement agent
for
the Company. The Company plans to enter into a Securities Purchase Agreement,
to
be dated on or about December 30, 2005 (the “Securities
Purchase Agreement”),
by
and between the Company and Cornell Capital Partners, LP (“Cornell”),
pursuant to which the Company will issue $5,000,000 of convertible debentures
with accompanying warrants to Cornell. With respect to the transactions
contemplated by the Securities Purchase Agreement (the “Cornell
Deal”),
the
Company and Stonegate hereby amend Stonegate’s fees under Section 6(a)(ii) of
the Agreement to provide that Stonegate’s fee for the Cornell Deal shall be
changed from 8% to 5% plus 75,000 shares of the Company’s common stock. Pursuant
to Section 6(d) of the Agreement, Stonegate shall also be entitled to a warrant
to purchase 400,000 shares of the Company’s common stock at an exercise price of
$1.25 per share as a result of the Cornell Deal. Except as amended by this
letter agreement, the Agreement shall remain unchanged and in full force and
effect.
Please
indicate your acceptance of the terms of this letter agreement by signing a
counterpart of this letter agreement in the space provided therefore
below.
[Signature
page follows.]
Stonegate
Securities, Inc.
December
29, 2005
Page
2
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Sincerely,
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THE
COMPANY:
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By:
/s/
XXXXXXX XXXXXX
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Name:
Xxxxxxx Xxxxxx
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Title:
President and Chief Executive Officer
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Agreed
and Consented to:
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STONEGATE:
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STONEGATE
SECURITIES, INC.
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By:
/s/
XXXXX XXXXXXXX
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Name:
Xxxxx Xxxxxxxx
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Title:
President
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Date:
December 29, 2005
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