EXHIBIT 10.3
Debt Settlement Agreement
THIS DEBT SETTLEMENT AGREEMENT is dated effective the 12th day of
December, 2001.
BETWEEN: LMC CAPITAL CORP., a body corporate, duly
incorporated pursuant to the laws of the State of
Nevada, and having offices at Xxxxx 0000 - 0000 Xxxxx
Xxx., Xxxxxxxxx, XX X0X 0X0
(the "Company")
AND: ETIFF HOLDINGS, INC., a body corporate, duly
incorporated pursuant to the laws of the State of
Delaware and having its offices at 0000 Xxxxxxxxx
Xxxxx, Xxxxx 000 Xxxxxxx, Xxxxxxxxx 00000
(the "Creditor")
AND: K-TRONIK INT'L CORP., a body corporate, duly
incorporated pursuant to the laws of the State of
California and having its offices at 000 Xxxxxxx
Xxxxxx 0xx Xxxxx, Xxxxxxxxxx XX 00000
("K-Tronik")
AND: EIGER TECHNOLOGIES INC., a body corporate, duly
incorporated pursuant to the laws of the Province of
British Columbia and having its offices at 000 Xxx
Xxxxxx, Xxxxxxx, Xxxxxxx X0X 0X0
("Eiger")
A. The COMPANY, K-TRONIK, EIGER and ETIFF (a wholly owned
subsidiary of EIGER) have agreed, pursuant to a share
purchase agreement dated effective November 29, 2001 (the "K-
Tronik Agreement"), that the Company and ETIFF are to engage
in a reverse acquisition of the Company by ETIFF which
results in ETIFF holding a majority of the issued and
outstanding shares of LMC and which will also result in the
Company holding all of the issued and outstanding shares of K-Tronik.
B. ETIFF is owed the sum of $4,071,000 by K-Tronik (the "Debt")
which sum includes principal and interest accruing to date.
C. Pursuant to the K-Tronik Agreement, the Company has agreed on
Closing to settle the Debt of K-Tronik, which is to be its
subsidiary, and to issue to ETIFF, in full and final
satisfaction of the Debt, 4,071,000 shares of its common
stock (the "Shares"). ETIFF has agreed to accept the Shares
in full and final satisfaction of the Debt.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the
sum of $10.00 paid by the Company to the Creditor, the receipt and
sufficiency of which is hereby acknowledged by the Creditor, and
subject to the terms and conditions hereinafter set out, the parties
hereto have agreed and do hereby agree as follows:
1. Eiger, to the extent that it has not already done so, hereby
acknowledges that it has no further interest in and to the
Debt and that the Debt has been assigned to ETIFF in
consideration of the issuance to Eiger of shares of ETIFF.
K-Tronik, to the extent that it has not already done so,
agrees to this assignment of the Debt to ETIFF and consents to it.
2. Subject to the closing of the K-Tronik Agreement and subject
to the terms hereof, the Company agrees to issue, and the
Creditor agrees to accept, the Shares in full and complete
satisfaction of the Debt.
3. Subject to the closing of the K-Tronik Agreement and upon
delivery of the Shares to the Creditor, the Creditor releases
and forever discharges the Company and K-Tronik, their
successors and assigns, from all manner of actions, suits,
debts, dues, accounts, bonds, contracts, claims and demands
whatsoever which against the Company and K-Tronik it ever
had, now has, or which its successors or assigns or any of
them hereafter may have, by reason of the Debt owing by K-
Tronik to the Creditor.
4. The Creditor acknowledges and agrees that the issuance of the
Shares by the Company shall be conditional upon the closing
of the reverse acquisition contemplated by the K-Tronik Agreement.
5. The Creditor acknowledges that there are no representations
or warranties given by the Company or its Directors or
Officers concerning the value of the Shares. The Creditor
further acknowledges that this is not a formal proposal
pursuant to any bankruptcy legislation.
6. The Creditor acknowledges that the distribution of the Shares
is exempted from the registration and prospectus requirements
of the Securities Act of 1933 and accordingly any resale or
further distribution of the Shares is subject to the
registration requirements of said Act unless an exemption
from resale registration can be found. The Creditor
acknowledges that the distribution to it of the Shares does
not constitute a "public" sale or distribution as
contemplated in Section 4(2) of the Securities Act of 1933.
7. The parties hereto agree to execute all further documents and
assurances as may be necessary to give effect to the intent
expressed herein.
8. Notwithstanding any other term contained herein, the Creditor
shall be entitled, in its sole discretion, to terminate this
Agreement at any time prior to the issuance of the Shares by
the Company.
9. Save and except as concerns the K-Tronik Agreement, it is
agreed that this written instrument embodies the entire
agreement of the parties hereto with regard to the matters
dealt with herein, and that no understandings or agreements,
verbal or otherwise, exist between the parties except as
herein expressly set out.
10. Time shall be of the essence in this Agreement.
11. This Agreement shall be governed by and be construed in
accordance with the laws of the State of Nevada The courts
of the State of Nevada shall have sole jurisdiction to hear
and determine all manner of disputes and claims arising out
of or in any way connected with the construction, breach or
alleged, threatened or anticipated breach of this Agreement
and determine all questions as to the validity, existence or
enforceability hereof.
12. This Agreement shall enure to the benefit of and be binding
upon the parties hereto, their respective heirs, executors,
administrators, successors and assigns.
13. All funds referred to in this Agreement are in US funds.
14. This Agreement may be executed in two or more counterparts
and by facsimile, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument.
15. The parties hereto agree that they shall, before and after
closing of the K-Tronik Agreement take all steps reasonably
necessary to effect the transactions contemplated in this
Agreement and, in particular, shall take all steps reasonably
necessary to comply with any State or Federal US laws
relating to the assignments of debt contemplated herein.
IN WITNESS WHEREOF the parties have executed this Agreement on the
day and year first above written.
LMC CAPITAL CORP.
/s/ Xxxxxx Xxxxxx
Xxxxxx Xxxxxx, President
K-TRONIK INT'L CORP.
/s/ Xxxxxx Xxx
Mr. Xxxxxx Xxx, President and Director
EIGER TECHNOLOGY CORP.
/s/ Xxxxx Xxxxxxx
Xx. Xxxxx Xxxxxxx, President and Director
ETIFF HOLDINGS, INC.
/s/ Xxxxx Xxxxx
Xx. Xxxxx Xxxxx, Secretary and Director
