August 28, 2006 AJW Partners, LLC AJW Qualified Partners, LLC AJW Offshore, Ltd. New Millennium Capital Partners, II, LLC c/o NIR Group, Inc.
August
28, 2006
AJW
Partners, LLC
AJW
Qualified Partners, LLC
AJW
Offshore, Ltd.
New
Millennium Capital Partners, II, LLC
c/o
NIR
Group, Inc.
0000
Xxxxxxxx Xxxxxxxxx
Roslyn,
New York 11576
Gentlemen:
This
letter is intended to amend the Registration Rights Agreements (the
“Agreements”) dated July 15, 2005, August 29, 2005, January 26, 2006, February
17, 2006, and July 31, 2006 by and among Itronics Inc. (the “Company”), AJW
Qualified Partners LLC (“Qualified”), New Millennium Capital Partners II, LLC
(“NMC”), AJW Offshore, Ltd. (“Offshore”) and AJW Partners, LLC (“AJW”)
(Qualified, NMC, Offshore and AJW are collectively referred to as the
“Investors”). The Agreements provide that the Company is required to register
all of the shares underlying the Warrants as well as a certain percentage of
shares underlying the Notes. It is hereby agreed that the Company will be
required to file a registration statement including 75,000,000 shares of common
stock underlying the Notes and will not be required to register any shares
issuable upon exercise of the warrants. Further, it is agreed, that provided
the
Company complies with the time requirements set forth in the Agreements on
the
registration statement for 75,000,000 shares, the Company will not be subject
to
liquidated damages. All other terms of the Agreements will remain
unchanged.
To
indicate your acceptance, please sign in the indicated space.
Sincerely,
By:
\s\
Xx. Xxxx X. Xxxxxxx
Xx.
Xxxx
X. Xxxxxxx, President
Agreed
and Accepted
AJW
Offshore, Ltd.
By:
\s\
Xxxxx Xxxxxxxx
Xxxxx
Xxxxxxxx
AJW
Partners, LLC
By:
\s\
Xxxxx Xxxxxxxx
Xxxxx
Xxxxxxxx
New
Millennium Capital Partners II, LLC
By:
\s\
Xxxxx Xxxxxxxx
Xxxxx
Xxxxxxxx
AJW
Qualified Partners LLC
By:
\s\
Xxxxx Xxxxxxxx
Xxxxx
Xxxxxxxx
