EXHIBIT 99.8
------------
FALCON NATURAL GAS CORP.
Westchase Center
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ - ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
November 19, 2004
Cornell Capital Partners, LP
c/o ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Gentlemen:
This letter agreement sets forth our agreement that as a result of this
letter agreement, the following agreements are hereby amended, so that all
references to "Falcon Natural Gas Corporation," shall be now read "Falcon
Natural Gas Corp:" (1) the Standby Equity Distribution Agreement; (2) the
Registration Rights Agreement; (2) the Escrow Agreement pertaining to the
Standby Equity Distribution Agreement; (4) the Placement Agent Agreement
(between the Company; (5) the Securities Purchase Agreement; (6) the Secured
Debenture; (7) the Investor Registrations Rights Agreement; (8) the Security
Agreement; (9) the Irrevocable Transfer Agent Instructions; and (10) the Escrow
Agreement, pertaining to the Securities Purchase Agreement, so that all
references to
If this accurately reflects your understanding of our agreement, please
indicate your agreement by signing below.
Very truly yours,
FALCON NATURAL GAS CORP.
By: Massimiliano Pozzoni
---------------------
Name: Massimiliano Pozzoni
Title: Vice President
By: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: CEO
Agreed and accepted on
November 19, 2004:
CORNELL CAPITAL PARTNERS, LP
BY: YORKVILLE ADVISORS, LLC
ITS: GENERAL PARTNER
By: ▇▇▇▇ ▇▇▇▇▇▇
-----------
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Portfolio Manager
