Exhibit 10.1


    
      

    

    EXHIBIT
      10.1

     

    
      Aquatic
        Cellulose International Corporation 

      370432
        nd
        Street 

      Suite
        301, Vernon, B.C. 

      Canada
        Al
        V1T5N6 

      


       

      September
        20, 2005 

      


      


      AJW
        Partners, LLC 

      AJW
        Offshore, Ltd. 

      AJW
        Qualified Partners, LLC 

      New
        Millennium Capital Partners II, LLC 

      1044
        Northern Boulevard 

      Suite
        302


      Roslyn,
        New York 11576


       

       

      
        	 	
                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

       

       

                                                           


      Corey
        S.
        Ribotsky, Manager

       

       

      AJW
        OFFSHORE, LTD.

      By: 
        FIRST STREET MANAGER II, LLC

       

       

                                                           


      Corey
        S.
        Ribotsky, Manager

       

       

      AJW
        QUALIFIED PARTNERS, LLC

      By: 
        AJW MANAGER, LLC

       

       

                                                           


      Corey
        S.
        Ribotsky, Manager

       

       

      NEW
        MILLENNIUM CAPITAL PARTNERS II, LLC

       

       

                                                           


      Corey
        S.
        Ribotsky, Manager

       

      
        
          
          

        

        
          I-2

          
            

          

        

        
          
          

        

      

      


      Aquatic
        Cellulose International Corporation 

      3704
        32°1
        Street 

      Suite
        301, Vernon, B.C. 

      Canada
        Al
        V1T 5N6 

      


      


       

      May
        20,
        2005 

      


      


      AJW
        Partners, LLC 

      AJW
        Offshore, Ltd. 

      AJW
        Qualified Partners, LLC 

      1044
        Northern Boulevard 

      Suite
        302


      Roslyn,
        New York 11576 

      


       

      
        	 	
                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

       

       

                                                           
        

      Corey
        S.
        Ribotsky, Manager

       

       

      AJW
        OFFSHORE, LTD.

      By: 
        FIRST STREET MANAGER II, LLC

       

       

                                                           
        

      Corey
        S.
        Ribotsky, Manager

       

       

      AJW
        QUALIFIED PARTNERS, LLC

      By: 
        AJW MANAGER, LLC

       

       

                                                           


      Corey
        S.
        Ribotsky, Manager

       

       

       

       

      I-4