Unassociated Document


    
      

    


    Exhibit
      10.2

     

    December
      29, 2005

     

    


     

    Stonegate
      Securities, Inc.

    5940
      Sherry Lane, Suite 410

    Dallas,
      Texas 75225

    Attention:
      Scott Griffith, President

    


    
      	 	
              Re:

            	
              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”).

            


    

    


    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

    


     

    
      	 	
              Sincerely,

            
	 	 
	 	
              THE
                COMPANY:

            
	 	 
	 	
              IGNIS
                PETROLEUM GROUP, INC.

            
	 	 
	 	 
	 	
              By:
                /s/
                MICHAEL PIAZZA

            
	 	
              Name:
                Michael Piazza

            
	 	
              Title:
                President and Chief Executive Officer

            
	 	 
	
              Agreed
                and Consented to:

            	 
	 	 
	
              STONEGATE:

            	 
	 	 
	
              STONEGATE
                SECURITIES, INC.

            	 
	 	 
	 	 
	
              By:
                /s/
                SCOTT GRIFFITH

            	 
	
              Name:
                Scott Griffith

            	 
	
              Title:
                President

            	 
	
              Date:
                December 29, 2005