[EXHIBIT 10.5]
AGREEMENT FOR CLOSING
This Agreement for Closing (the "Agreement"), is entered
into this 19th day of September, 2006, by and between the
undersigned shareholders of International Imaging Systems, Inc.,
("Shareholders") and International Imaging Systems, Inc., a
Delaware corporation ("IISY") in connection with closing of the
certain stock purchase transaction (the "Transaction") in which
third party purchasers are acquiring 4,500,000 shares of the
Common Stock of International Imaging Systems, Inc., (the
"Company").
W I T N E S S E T H
Whereas, prior to closing of the Transaction, the
undersigned Shareholders had loans outstanding to IISY; and
Whereas, the Shareholders have, but for $30,000.00 in
original loan principal, determined to convert their respective
shareholder loans to IISY to additional paid-in capital of IISY
immediately prior to closing of the Transaction; and
Whereas, following such collective conversion of shareholder
loans to its paid in capital, IISY owns and holds a single
account receivable in the unpaid principal amount of $30,000.00
which is due from Alcard Mexico, S.A.; and
Whereas, IISY is required to have no accounts receivable and
no current or long term liabilities prior to closing of the
Transaction; and
Whereas, the Shareholders have agreed to accept assignment
of the Company's Alcard Mexico, S.A. account receivable from
IISY, in full satisfaction of the $30,000.00 remaining,
unconverted shareholder loans balance;
Now Therefore, the parties hereto, intending to be bound
hereby, have set out their mutual agreements as follows:
1. The Shareholders have determined, in connection with
subsequent closing of the Transaction, to convert all but
$30,000.00 of original principal shareholder loans due and owing
from IISY to such Shareholders, to additional paid-in capital of
the Company and shall, and do hereby undertake and effect such
conversion prior to closing of the Transaction.
2. In addition, IISY shall and hereby does assign its account
receivable due from Alcard Mexico, S.A. in the principal amount
of $30,000.00 to the Shareholders immediately prior to closing of
the Transaction.
3. The Shareholders shall, and hereby do, accept assignment of
the Company's account receivable due from Alcard Mexico, S.A. in
full and complete satisfaction of the remaining unpaid balance of
the shareholder loans to the Company in the same unpaid original
principal amount, in full and complete satisfaction of the
remaining unpaid balance of the IISY shareholder loans.
4. It is the intent of the Shareholders to hereby extinguish
all shareholder loan obligations of IISY in connection with and
prior to closing of the Transaction. It is the intent of IISY to
render the Company as having no accounts receivable nor short or
long term liabilities prior to closing of the Transaction, as
required.
In Witness Whereof, the Parties have executed and entered
into this Agreement on the date first above written.
INTERNATIONAL IMAGING SYSTEMS, INC.
By: /s/ C. Xxx Xxxxx
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C. Xxx Xxxxx, President
SHAREHOLDERS:
/s/ Xxxxxxx X'Xxxxxx
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XXXXXXX X'XXXXXX
/s/ Xxxxx Xxxxxx Xxxxxx
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XXXXX XXXXXX XXXXXX
/s/ Lara Xxxxxx Xxxxxxxxxx
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LARA XXXXXX XXXXXXXXXX
