EX 10.6


    AMENDMENT
      TO PLACEMENT AGENT AGREEMENT

     

    THIS
      AMENDMENT TO PLACEMENT AGENT AGREEMENT
      (this
“Amendment”)
      is
      made and entered into as of the 25th day of May, 2007, by and among Celsia
      Technologies, Inc., a Nevada corporation (the “Company”),
      Axiom
      Capital Management, Inc. (“Axiom”)
      and
      Indigo Securities, Inc. (“Indigo”
and
      together with Axiom, the “Co-Placement
      Agents”).

     

    Recitals

     

    WHEREAS,
      the
      Company and the Co-Placement Agents entered into a Placement Agent Agreement
      dated as of May 1, 2007 (the “Placement
      Agent Agreement”);
      and

     

    WHEREAS,
      the
      parties hereto desire to amend the Placement Agent Agreement as set forth
      herein.

     

    NOW,
      THEREFORE,
      in
      consideration of the mutual covenants and agreements contained in the Placement
      Agent Agreement, the parties hereto, intending to be legally bound, agree as
      follows:

     

    1.  Incorporation
      of Recitals.
      The
      foregoing Recitals are hereby incorporated herein in their entirety by this
      reference.

     

    2.  Definitions.
      Any
      capitalized terms used but not defined herein shall have the meanings given
      in
      the Placement Agent Agreement.

     

    3.  Cash
      Fee.

     

    (a)  The
      Co-Placement Agents hereby waive Fifty Thousand Dollars ($50,000) of the Cash
      Fee otherwise payable to the Co-Placement Agents pursuant to Section 4.A of
      the
      Placement Agent Agreement, with the understanding that such amount shall be
      utilized by the Company to fund unpaid Company officer
      compensation.

     

    (b)  The
      Co-Placement Agents hereby acknowledge that the Cash Fee related to any Notes
      issued in exchange for the Company’s promissory notes issued on February 20 and
      April 20, 2007 (the “Bridge Notes”), shall be calculated based on 100% of the
      principal amount of such Bridge Notes.

     

    4.  Ratification.
      The
      Placement Agent Agreement, as amended by this Amendment, is hereby ratified,
      approved and confirmed in all respects.

     

     

    [Signature
      Page Follows]

      
        
           

        

        
           

          
            

          

        

        
           

        

      



    IN
      WITNESS WHEREOF,
      the
      parties have duly executed and delivered this Amendment to Placement Agent
      Agreement as of the date and year first written above.

     

    
      	 	
              AXIOM
                CAPITAL MANAGEMENT, INC.

               

               

              By: 
                /s/
                Mark Martino

              
                

              

              Name: 
                Mark
                Martino

              Title: 
                President

            
	 	 
	 	 
	 	
              INDIGO
                SECURITIES LLC

               

               

              By: 
                /s/
                James Robinson

              
                

              

              Name: 
                James
                Robinson

              Title: 
                Managing
                Member

            
	 	 
	 	 
	 	
              CELSIA
                TECHNOLOGIES, INC.

               

               

              By: 
                /s/
                Michael Karpheden

              
                

              

              Name: 
                Michael
                Karpheden

              Title: 
                Chief
                Financial Officer

            


    

    
 

    
      
         

      

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