Exhibit 10.1
LUNA TECHNOLOGIES INTERNATIONAL, INC.
61B Fawcett Road
Coquitlam, British Columbia
Canada V3K 6V2
April 7, 2006
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: LUNA TECHNOLOGIES INTERNATIONAL, INC.
Ladies and Gentlemen:
Reference is made to the Securities Purchase Agreement (the "Purchase
Agreement") dated as of December 16, 2005 by and among Luna Technologies
International, Inc. and each of AJW Partners, LLC, AJW Offshore, Ltd., AJW
Qualified Partners, LLC, and New Millennium Capital Partners II, LLC.
1. The Purchase Agreement is hereby amended to delete therefrom
Sections 8(g) and 8(h) of the Purchase Agreement.
2. All other provisions of the Purchase Agreement 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.
Very truly yours,
Luna Technologies International, Inc.
By: /s/ Kimberly Landry
Kimberly Landry
ACCEPTED AND AGREED:
AJW PARTNERS, LLC
By: SMS GROUP, LLC
/s/ Corey S. Ribotsky
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Corey S. Ribotsky, Manager
NEW MILLENNIUM CAPITAL PARTNERS II, LLC
By: FIRST STREET MANAGER II, LLC,
/s/ Corey S. Ribotsky
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Corey S. Ribotsky, Manager
AJW OFFSHORE, LTD.
By: FIRST STREET MANAGER II, LLC
/s/ Corey S. Ribotsky
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Corey S. Ribotsky, Manager
AJW QUALIFIED PARTNERS, LLC
By: AJW MANAGER, LLC
/s/ Corey S. Ribotsky
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Corey S. Ribotsky, Manager