Exhibit 10.59
AQUATIC CELLULOSE INTERNATIONAL CORPORATION 000 0xx Xxxxxx XX
Xxxxxx Xxx, X.X.
Xxxxxx VIE 2X0
Xxxxx 00, 0000
XXX Partners, LLC
AJW Offshore, Ltd.
AJW Qualified Partners, LLC 0000 Xxxxxxxx Xxxxxxxxx Xxxxx 000
Xxxxxx, Xxx Xxxx 00000
Re: Aquatic Cellulose International Corporation (the "Company") -
Amendment of all Debentures Issued to Ajw Partners, LLC, ALW
Offshore, Ltd. and AJW Qualified Partners, LLC (The
"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 AJW PARTNERS, LLC; AJW
OFFSHORE, Ltd. and AJW QUALIFIED PARTNERS, LLC, (collectively, the "Investors").
1. By execution hereof, for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree that: The Applicable Percentage (as
defined in the Debentures) is hereby amended to be 25.0%.
2. All other provisions of the Debentures 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.
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, INC.
/s/ Xxxxxxxx X. Westgarde
---------------------------
Sheridan B. Westgarde
President
ACCEPTED AND AGREED:
AJW PARTNERS, LLC By: SMS GROUP, LLC
__________________________
Xxxxx X. Xxxxxxxx, Manager
AJW OFFSHORE, LTD.
By: FIRST STREET MANAGER II, LLC
__________________________
Xxxxx X. Xxxxxxxx, Manager
AJW QUALIFIED PARTNERS, LLC
By: AJW MANAGER, LLC
__________________________
Xxxxx X. Xxxxxxxx, Manager
