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EXHIBIT 10.2.1
June 16, 2000
Mr. William J. Lindenmayer
President
International Fuel Technology, Inc.
7777 Bonhomme, Suite 1920
St. Louis, MO 63105
Re: GEM Global Yield Fund Limited ("GEM")
Debenture Purchase Agreement
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Dear Mr. Lindenmayer:
We represent GEM with regard to the Debenture Purchase Agreement between
International Fuel Technology, Inc. ("IFUE") and GEM, dated February 25, 2000
(the "Agreement").
As per the terms of the Agreement, IFUE is to have taken effective with the
Securities and Exchange Commission (the "SEC") a registration statement with
regard to the Underlying Shares, as defined in the Agreement, no later than
June 24, 2000 (the "Deadline"). IFUE is liable to GEM for certain penalties in
the event the Deadline is not met.
As per your request, GEM is willing to extend the Deadline to August 24, 2000,
under the following conditions:
1. The Warrants, as defined in the Agreement, are delivered to GEM no
later than June 24, 2000.
2. The first sentence of Section 4.(c)(i) of the Agreement is modified to
read:
"(c) (i) The Conversion Price for each Debenture in effect on any
Conversion Date shall be the lesser of (X) $0.8125 or 125% of the
average closing bid price for the five (5) Trading Days immediately
prior to the Closing Date ("Fixed Conversion Price") or (Y) 91%
(ninety-one percent) of the average of the three (3) lowest closing bid
prices during the twenty (20) day period ("Three Day Average Closing
Bid Price") immediately preceding the Conversion Date ("Floating
Conversion Price")."
3. The Purchase Price, as defined in the Agreement, is modified to read
"$1,500,000.00."
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International Fuel Technology, Inc.
Page Two
June 16, 2000
4. All other provisions of the Agreement remain in full force and
effect.
If IFUE agrees to the foregoing, please sign where indicated below and return a
signed copy of this letter to me at the above address in New York. I will then
have GEM sign and return a fully executed copy to you.
Thank you,
Yours truly,
Ronald Scott Moss
AGREED AND ACCEPTED:
International Fuel Technology, Inc. GEM Global Yield Fund Limited
By: /s/ William J. Lindenmayer By: /s/ Pierce Loughran
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William J. Lindenmayer Name: Pierce Loughran
President Title: Director
