Exhibit 10.10


 


July 17, 2005


 


Mark C.
Fritz


1632 Ben Fulton
Road


North Lawrence, OH
44666


 


RE: CONVERTIBLE PROMISSARY NOTE
DATED MARCH 17, 2005 AND WARRANT TO PURCHASE COMMON STOCK


 


Dear Mark,


 


Per your request please
find the new Security Purchase Agreement for $100,000 USD and the Warrant to
Purchase Common Stock for 50,000 shares. In addition, you have elected to
redeem your note by converting your shares at the revised price of $1.00 per
share with the warrants at $1.60 per share. The company has also agreed to file
an SB-2 Registration statement within 45 days of the date of this closing to
grant you registration rights for your shares.


 


This Certifies That, Mark
C. Fritz, Hereby elects to purchase 100,000 additional restricted SRGG shares
in the form of a private placement at the price of $1.00 per share and Surge
Global Energy Inc. has agreed to issue him 50,000 warrants at $1.60 per share.


 


This Certifies That, Mark
C. Fritz, Hereby as the “Holder” of the Convertible Promissory Note  No. 2005-1 dated March 17, 2005, pursuant to
section 3(a) elects to convert the note at the price of $1.00 per share
(pursuant to section 3(e)) for the amount of $1,575,000 is entitled to be
issued 1,575,000 shares. Pursuant to section 3(b) Immediately following (and in
no event more than ten (10) business days after) the conversion of the Note,
the Company shall deliver, or shall cause to be delivered, to the Holder a
certificate or certificates representing the number of shares of the Company’s
capital stock (the “Conversion Shares”) issuable by reason of such conversion
in the name of the Holder concurrently with the delivery of the Note by the
Holder to the Company.  In addition, the
company will deliver to the Holder a new WARRANT TO PURCHASE COMMON STOCK for
787,500 shares at $1.60.


 





















 


If this meets with your
approval please Sign this letter and attached agreements and Fedex three
originals to me and I will return an executed copy to you along with the share
certificates.


 


Please keep copy of each of
the Convertible Promissory Note and Warrant to Purchase Common stock and ONLY
return the NOTE & WARRANT PURCHASE AGREEMENT with the attached subscription
agreement and a copy of this letter with your signature.


 


Accepted on this date of
July 18, 2005 by:


 


 


Note Holder – Mark C.
Fritz


 


 


	
  By:

  	
  /s/ Mark C. Fritz

  	
   

  
	
  Name: Mark C. Fritz

  



 


 


Surge Global Energy,
Inc.


 


 


	
  By:

  	
  /s/ Fred W. Kelly

  	
   

  
	
  Name: 

  	
  Fred W. Kelly

  
	
   

  	
   

  
	
  Title: 

  	
  Chief Executive Officer

  
				



 


2





















 


July 17, 2005


 


Dr. Victor G. Mellul


306 SOCIETY HILL BLVD


CHERRY HILL, NJ 08003,


Facsimile (856) 429-8400


 


RE: CONVERTIBLE PROMISSARY NOTE
DATED MARCH 24, 2005 AND WARRANT TO PURCHASE COMMON STOCK


 


Dear Dr. Mellul,


 


Per our
conversation this letter will confirm your election to redeem your note by
converting your shares at the revised price of $1.00 per share with the
warrants being reissued at $1.60 per share. The company has also agreed to file
an SB-2 Registration statement within 45 days of the date of this closing to
grant you registration rights for your shares.


 


This
Certifies That, Dr. Victor G. Mellul, Hereby as the “Holder” of the
Convertible PROMISSORY NOTE No. 2005-3 dated
March 24, 2005, pursuant to section 3(a) elects to convert the note at the
price of $1.00 per share (pursuant to section 3(e)) for the amount of $100,000
is entitled to be issued 100,000 shares. Pursuant to section 3(b) Immediately
following (and in no event more than ten (10) business days after) the
conversion of the Note, the Company shall deliver, or shall cause to be
delivered, to the Holder a certificate or certificates representing the number
of shares of the Company’s capital stock (the “Conversion Shares”) issuable by
reason of such conversion in the name of the Holder concurrently with the
delivery of the Note by the Holder to the Company.  In addition, the company will deliver to the
Holder a new WARRANT TO PURCHASE COMMON STOCK
for 50,000 shares at $1.60.


 


If this meets with your
approval please Sign this letter and attached agreements and Fedex three
originals to me and I will return an executed copy to you along with the share
certificates.


 





















 


Please keep copy of each of
the Convertible Promissory Note and Warrant to Purchase Common stock and ONLY
return the original NOTE & WARRANT PURCHASE AGREEMENT with the attached
subscription agreement and a copy of this letter with your signature.


 


Accepted on this date of
July 17th, 2005 by:


 


 


Note Holder – Dr.
Victor G. Mellul


 


 


	
  By:

  	
  /s/ Victor G. Mellul

  	
   

  
	
  Name: Dr. Victor G. Mellul

  



 


 


Surge Global Energy, Inc.


 


 


	
  By:

  	
  /s/ Fred W. Kelly

  	
   

  
	
  Name:

  	
  Fred W. Kelly

  
	
   

  	
   

  
	
  Title:

  	
  Chief Executive Officer

  
				



 


2





















 


July 17, 2005


 


Irving L. Plaksen


4427 Camanita Sana Unit #1


San Diego, CA 
92122


Tel. 1.858.622-9610


 


RE: CONVERTIBLE PROMISSARY NOTE
DATED MARCH 24, 2005 AND WARRANT TO PURCHASE COMMON STOCK


 


Dear Irving L. Plaksen,


 


Per our conversation this
letter will confirm your election to redeem your note by converting your shares
at the revised price of $1.00 per share with the warrants being reissued at
$1.60 per share. The company has also agreed to file an SB-2 Registration
statement within 45 days of the date of this closing to grant you registration
rights for your shares.


 


This Certifies That, Irving
L. Plaksen, Hereby as the “Holder” of the Convertible PROMISSORY
NOTE No. 2005-2 dated March 24, 2005, pursuant to section 3(a)
elects to convert the note at the price of $1.00 per share (pursuant to section
3(e)) for the amount of $35,000 is entitled to be issued 35,000 shares.
Pursuant to section 3(b) Immediately following (and in no event more than ten
(10) business days after) the conversion of the Note, the Company shall
deliver, or shall cause to be delivered, to the Holder a certificate or
certificates representing the number of shares of the Company’s capital stock
(the “Conversion Shares”) issuable by reason of such conversion in the name of
the Holder concurrently with the delivery of the Note by the Holder to the
Company.  In addition, the company will
deliver to the Holder a new WARRANT TO PURCHASE COMMON
STOCK for 17,500 shares at $1.60.


 


This Certifies That, Irving
L. Plaksen, Hereby elects to purchase 50,000 additional restricted Surge Global
Energy Inc. (SYMBOL:SRGG) common stock shares in the form of a private placement
at the price of $1.00 per share and Surge Global Energy Inc. has agreed to
issue him 25,000 warrants at $1.60 per share. In Summary, you will be receiving
one share certificate for 50,000 shares and one warrant agreement for 25,000
shares.


 





















 


If this meets with your
approval please Sign this letter and attached agreements and Fedex three
originals to me and I will return an executed copy to you along with the share
certificates.


 


Please keep copy of each of
the Convertible Promissory Note and Warrant to Purchase Common stock and ONLY
return the original NOTE & WARRANT PURCHASE AGREEMENT with the attached
subscription agreement and a copy of this letter with your signature.


 


Accepted on this date of
July 17th, 2005 by:


 


 


Note Holder – Irving L.
Plaksen


 


 


	
  By:

  	
  /s/ Irving L. Plaksen

  	
   

  
	
  Name: Irving L. Plaksen

  



 


 


Surge Global Energy,
Inc.


 


 


	
  By:

  	
  /s/ Fred W. Kelly

  	
   

  
	
  Name:

  	
  Fred W. Kelly

  
	
   

  	
   

  
	
  Title:

  	
  Chief Executive Officer

  
				



 


2