EXHIBIT 10.12
[GRAPHIC OMITTED]
BRIGHTEC
ooo Be Brilliant.
ADVANCED LUMITECH INC. d/b/a BRIGHTEC
0x Xxxxxxxx Xxxxxx, Xxxxx Xxxxx
Xxxxx Xxxxxx, XX 00000
508/647-9710 T
508/647-9711 F
xxxxxxxx@xxxxxxxx.xxx
xxx.xxxxxxxx.xxx
January 27, 2006
Xxxxxxxx XXXXXXX
00 Xxxxxxxxx xx xx Xxxxx
0000 Xxxxxx
Xxxxxxxxxxx
Dear Xxxxxxxx:
This will confirm the agreement between Advanced Lumitech, Inc. d/b/a
Brightec (the "Company") and you concerning your agreement to allow the Company
to redeem, effective as of the date hereof, 195,834 shares (the "Shares") of the
Company's common stock, $.001 par value (the "Common Stock"), owned by you in
order to allow the Company to fulfill its commitments to issue shares of its
Common Stock to certain investors in the Company. In connection with the
Company's redemption of the Shares, the Company and you agree that the Company
shall not pay you any consideration in connection with the redemption, provided,
however, that the Company will use its best efforts to increase the number of
authorized shares of its Common Stock as soon as reasonably practicable after
the date hereof and that, upon such event, it will issue 195,834 replacement
shares (the "Replacement Shares") to you (adjusted for any stock split, stock
dividend or similar recapitalization occurring after the date hereof and prior
to such issuance) for no additional consideration. The Company further agrees
that if the Company is sold prior to the issuance of the Replacement Shares,
whether pursuant to a merger, sale of all or substantially all of the Company's
assets or otherwise, you shall be treated as the owner of such Replacement
Shares for purposes of determining any proceeds of such transaction
distributable to you.
Please execute the counterpart copy of this letter in the space
provided to indicate your agreement to the foregoing upon which this letter
shall become a binding agreement between the Company and you.
Very truly yours,
Advanced Lumitech, Inc.
d/b/a Brightec
By: /s/ XXXXXXX XXXXXXX
-------------------------------------
Xxxxxxx Xxxxxxx
Agreed and acceptable
this 27th day of January, 2006
/s/ XXXXXXXX XXXXXXX
---------------------------------
Xxxxxxxx Xxxxxxx
