EXHIBIT 10.10
Amendment to Debt Settlement Agreement
THIS DEBT SETTLEMENT AMENDMENT AGREEMENT is dated effective the 30th 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")
D. The COMPANY, K-TRONIK, EIGER and ETIFF (a wholly owned
subsidiary of EIGER) 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.
E. ETIFF was believed to be owed the sum of $4,071,000 by K-Tronik
(the "Debt") which sum includes principal and interest accruing
to date and pursuant to the K-Tronik Agreement, the Company
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 agreed to accept the Shares in full and
final satisfaction of the Debt.
F. Subsequent to the closing of the K-Tronik Agreement and the
issuance of the Shares, it was discovered that the Debt owing
was actually $3,788,172.
G. The parties have agreed to cancel the certificate representing
the Shares and issue a certificate representing 3,788,172 common
shares (the "New Shares") in full and final settlement 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:
16. Eiger agrees that LMC may cancel the certificate representing
the Shares and return these Shares to treasury.
17. LMC agrees to issue to Eiger a stock certificate representing
the New Shares and representing 3,788,172 shares of its common stock.
18. The parties hereto agree that the debt settlement agreement
dated December 12, 2001 (the "Debt Settlement Agreement")
between the parties hereto is amended to reflect that the Debt
is $3,788,172 and not $4,071,000 as originally believed.
19. In all other respects, the Debt Settlement Agreement remains in
full force and effect.
20. The Creditor acknowledges that the distribution of the New
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.
21. The parties hereto agree to execute all further documents and
assurances as may be necessary to give effect to the intent
expressed herein.
22. 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.
23. All funds referred to in this Agreement are in US funds.
24. 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.
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
