EXHIBIT 4.2
AGREEMENT BETWEEN THE REGISTRANT AND LEDYARD X. XXXXXX
CROWN INTERNATIONAL, INC.
00 Xxxxxxxx Xxxxxx Xxxx, Xxxxx 0000,
Xxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0
March 14, 2005
Xx. Xxxxxxx X. XxXxxx,
000 0xx Xxxxx,
Xxxx Xxxxx, Xxxxxxx
00000
RE: Your Invoice dated January 5, 2005
Please be advised that Crown International, Inc.'s ("Company") Board of
Directors have approved the conversion of the full amount of your invoice dated
January 5, 2005 and for the sum of US$120,000 into 480,000 common shares of the
Company at the conversion price of $0.25 per share.
Since the Company does not have cash sufficient to satisfy your invoice nor
has the Company been able to arrange sufficient financing to pay your invoice
and also the Company has a deficit in working capital, negative cash flows from
operations and recurring net losses, we are asking you to accept payment of the
full amount of your invoice into shares of the Company's common stock as
aforesaid, which shares shall be offered and sold pursuant to a registration on
Form S-8. We are accelerating the payment of your invoice as an incentive
toward your future services.
The Company confirms and you confirm by accepting and agreeing below that
the Company's common stock is to be offered and sold to you on Form S-8 and
issued in the name of your invoice and in all events will not be for services
rendered in connection with the offer or sale of securities in a capital raising
transaction, or which do not directly or indirectly promote or maintain a market
for the Company's securities. Please note that the Company has no public
trading market for its common stock and that the Company's shares were valued at
US$0.25 based upon the latest arm's length price of US$0.25 per share for shares
in the Company.
In view of the amount of your invoice to the Company by signing below you
agree to accept shares of the Company's common stock in full payment of the
amount due on your invoice, provided that the shares are registered on Form S-8.
Please note that this Letter may be filed as an exhibit to the Form S-8.
If you are in agreement with the foregoing please sign this letter and
return it to the Company.
If you have any questions, please contact the writer.
Yours truly,
CROWN INTERNATIONAL, INC.
By: /s/ Xxxx Xxxxx
------------------------------------
Per: Xxxx Xxxxx, President
ACCEPTED AND AGREED this 17 day of March, 2005 by:
By: /s/ Ledyard X. XxXxxx
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Ledyard X. XxXxxx
