EXHIBIT 10.5
Escrow Agreement
ESCROW AGREEMENT
THIS AGREEMENT made as of the 12th day of December, 2001
BETWEEN: ETIFF HOLDINGS, LLC, a Delaware corporation having an
office at 0000 Xxxxxxxxx Xxxxx Xxxxx 000 Xxxxxxx, Xxxxxxxxx 00000
("ETIFF")
AND: XXXXXX XXX, businessman, having an address at
("Xxx")
AND: LMC CAPITAL CORP., a Nevada corporation having an office at
Xxxxx 0000 - 0000 Xxxxx Xxx, Xxxxxxxxx, XX X0X 0X0
("LMC")
WHEREAS:
A. ETIFF, XXX and LMC have entered into an agreement dated
November 29, 2001 whereby the shareholders of K-Tronik
Int'l Corporation, being Xxx and ETIFF, shall engage in a
reverse acquisition of LMC (the "K-Tronik Agreement").
B. The terms of the K-Tronik Agreement call for LMC to issue
to ETIFF at total of 7,571,428 shares of its common stock
and to issue to Xxx a total of 6,714,286 shares of its
common stock (collectively, the "New LMC Shares").
C. The terms of the K-Tronik Agreement call for the New LMC
Shares issued to ETIFF and to Xxx to be placed in escrow
for such periods of time as set out herein.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the
sum of $10.00 paid by LMC to Xxx and to ETIFF, the receipt and
sufficiency of which is hereby acknowledged by Xxx and by ETIFF, and
subject to the terms and conditions hereinafter set out, the parties
hereto have agreed and do hereby agree as follows:
1. Upon their issuance, the New LMC Shares shall not be released to
ETIFF and to Xxx but shall be placed in LMC's corporate record
books and shall be retained by LMC in its corporate record books
until such time as:
(a) they may be released under the terms of Section 2 herein;
or
(b) the New LMC Shares are transferred to a Trust and Transfer
Agent as provided for in Section 3 herein.
2. The New LMC Shares shall be released to Xxx and to ETIFF by LMC
as follows:
(a) upon the first anniversary date of trading of LMC shares on
a public exchange (including the NASD's OTCBB) or upon the
Board of Directors of LMC agreeing (whichever comes first),
10% of the New LMC Shares registered in the name of Xxx and
10% of the New LMC Shares registered in the name of ETIFF
shall be released by LMC to Xxx and ETIFF respectively (the
"First Release"); and
(b) On each six month anniversary of the First Release, 15% of
the New LMC Shares registered in the name of Xxx and 15% of
the New LMC Shares registered in the name of ETIFF shall be
released by LMC to Xxx and ETIFF respectively.
3. In the event that LMC wishes to do so, and in the event that Xxx
and ETIFF agree that LMC may do so, LMC may request its Trust
and Transfer Agent (when appointed) to hold the New LMC Shares
under the terms of release set out in Section 2 hereof. In such
an event, the costs of appointing the Trust and Transfer Agent
to hold the New LMC Shares in escrow shall be agreed upon
between the parties hereto.
4. 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 escrow of the New LMC
Shares, and that no understandings or agreements, verbal or
otherwise, exist between the parties except as herein expressly
set out.
5. Time shall be of the essence in this Agreement.
6. 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.
7. This Agreement shall enure to the benefit of and be binding upon
the parties hereto, their respective heirs, executors,
administrators, successors and assigns.
8. 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.
9. 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.
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
MR. XXXXXX XXX
/s/ RobertKim
ETIFF HOLDINGS, INC.
/s/ Xxxxx Xxxxx
Xxxxx Xxxxx, Operating Manager
