MIDDLE KINGDOM ALLIANCE CORPORATION
Exhibit
10.5
MIDDLE
KINGDOM ALLIANCE CORPORATION
[_____],
2006
Primus
Capital LLC
000
Xxxxx
Xxxxxxx Xxxxxx, Xxx 000
Atlanta,
GA 30328
Xxxxxxx
Xxxxx
00000
XXXXX Xxxxxx
0000
Xxxxxxx Xxxx Xxxx
Shanghai,
China 200041
MTP
Holdings Ltd.
Room
804,
Hong Kong Plaza
000
Xxxxxxx Xxxxx Xxxx,
Shanghai
200021, P.R. China
Xxxxx
Xxx
Xxxxx Xxx
00-0000
Xxxxxxx Xxxxxx
Richmond
Hill
Ontario
L4B 4V6
Canada
Gentlemen:
This
letter will confirm our agreement that, commencing on the effective date
(“Effective Date”) of the registration statement for the initial public offering
(“IPO”) of the securities of Middle Kingdom Alliance Corporation (the “Company”)
and continuing (i) until the consummation by the Company of a “Business
Combination” (as described in the Company’s IPO prospectus), OR (ii) the later
of (a) 18 months from commencement of the IPO if the Company does not
effect a Business Combination, or (b) 24 months from the consummation of
the IPO if a letter of intent, agreement in principle or definitive agreement
has been executed within 18 months of commencement of the IPO and the Company
has not effected a Business Combination, the above entities and individuals
shall make available to the Company certain office and secretarial services
as
may be required by the Company from time to time. In exchange therefore, the
Company shall allocate among Primus Capital LLC, Xxxxxxx Xxxxx, MTP Holdings
LLC
and Xxxxx Xxx the sum of $7,500 per month on the Effective Date and continuing
monthly thereafter, as directed by the parties.
| Very truly yours, | ||
| MIDDLE KINGDOM ALLIANCE CORP. | ||
| |
|
|
| By: | ||
|
Xxxxxxx Xxxxx, President |
||
AGREED
TO
AND ACCEPTED BY:
PRIMUS
CAPITAL, LLC
By:
Xxxxxxx X. Xxxxxxxxx XXX, Chief Executive Officer
XXXXXXX
XXXXX
MTP
HOLDINGS LTD.
By:
Xxxx
Xxxx Xxx, Director
XXXXX
XXX XXXXX XXX
2
