Aquatic Cellulose International Corporation 370432 nd Street Suite 301, Vernon, B.C. Canada Al V1T5N6 September 20, 2005
EXHIBIT
10.1
000000
xx
Xxxxxx
Xxxxx
000, Xxxxxx, X.X.
Xxxxxx
Xx
X0X0X0
September
20, 2005
AJW
Partners, LLC
AJW
Offshore, Ltd.
AJW
Qualified Partners, LLC
New
Millennium Capital Partners II, LLC
0000
Xxxxxxxx Xxxxxxxxx
Xxxxx
000
Xxxxxx,
Xxx Xxxx 00000
|
Re:
|
Aquatic
Cellulose International Corporation (the "Company")
Amendment
of Debentures dated August 6, 2004 (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, and NEW MILLENIUM CAPITAL
PARTNERS II, LLC, (collectively, the "Investors").
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 Percentage (as defined. in the Debentures) is hereby amended to
be
30.0%.
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.
PHL_A
#1800627 V1
I-1
|
|
Sincerely,
AQUATIC
CELLULOSE
INTERNATIONAL,
INC.
/s/
Sheridan B. 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
NEW
MILLENNIUM CAPITAL PARTNERS II, LLC
Xxxxx
X.
Xxxxxxxx, Manager
I-2
0000
00x0
Xxxxxx
Xxxxx
000, Xxxxxx, X.X.
Xxxxxx
Xx
X0X 0X0
May
20,
2005
AJW
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 Debentures dated March 19, 2004 (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").
By
execution hereof for good and valuable consideration, the receipt and suffciency
of which is hereby acknowledged, the parties hereto agree that:
|
|
I.
|
The
Applicable Percentage (as defined in the Debentures) is hereby
amended to
be 30.0%.
|
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.
PHL
A
#1800627 V1
I-3
|
|
Sincerely,
AQUATIC
CELLULOSE
INTERNATIONAL,
INC.
/s/
Sheridan B. 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
I-4
