New Millennium Capital Partners II, LLC 155 First Street, Suite B Mineola, New York 11501 AJW Partners, LLC 155 First Street, Suite B Mineola, New York 11501 October 25, 2001

                                                                   Exhibit 10.22


                     New Millennium Capital Partners II, LLC
                            000 Xxxxx Xxxxxx, Xxxxx X
                             Xxxxxxx, Xxx Xxxx 00000

                                AJW Partners, LLC
                            000 Xxxxx Xxxxxx, Xxxxx X
                             Xxxxxxx, Xxx Xxxx 00000

                                October 25, 2001

Aquatic Cellulose International Corporation
0000 00/xx/ Xxxxxx
Xxxxx 000
Xxxxxx, Xxxxxxx Xxxxxxxx
Xxxxxx VIT 5N6
Attention: Xxxx Xxxxxx

Dear Xx. Xxxxxx:

     Reference is made to a certain Convertible Debenture Purchase Agreement
dated as of January 25, 2001 (the "Purchase Agreement") by and between Aquatic
Cellulose International Corporation ("Aquatic"), New Millennium Capital Partners
II, LLC ("NM") and AJW Partners, LLC ("AJW" and together with NM, the
"Purchasers"), pursuant to which, among other things, Aquatic issued and sold
12% Secured Convertible Debentures ("Debentures") to the Purchasers. Capitalized
terms used in this letter without definition shall have the meanings ascribed to
such terms in the Purchase Agreement or the Debentures.

     Section 3.9(vii) of the Debentures provides that the Purchasers shall be
entitled to declare an Event of Default if an Underlying Shares Registration
Statement is not declared effective by the Commission prior to the 120/th/ day
after the Closing Date. The Purchasers hereby waive the requirement in Section
3.9(vii) of the Debentures that the Underlying Shares Registration Statement be
declared effective prior to the 120/th/ day after the Closing Date, provided
that such Underlying Shares Registration Statement is declared effective on or
prior to November 30, 2001.

     By execution hereof, each of the undersigned further agrees that this
letter agreement is to be governed by and construed in accordance with the laws
of the State of New York, as applied to contracts among New York residents, made
and to be performed entirely within the State of New York.

     Sincerely,


     New Millennium Capital Partners II, LLC     AJW Partners, LLC
     By: First Street Manager II, LLC            By: SMS Group, LLC

     /s/ Xxxxx X. Xxxxxxxxx                 :    /s/ Xxxxx X. Xxxxxxxx
         -------------------------------             -----------------------
     Name: Xxxxx X. Xxxxxxxxx                    Name: Xxxxx X. Xxxxxxxx
     Title: Manager                              Title: Manager