EXHIBIT 10.9
[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
April 6, 2005
Xxxxx Xxxxxx
00 Xxxxxx Xxxxxxx
Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000
Dear Xxxxx:
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, 15,767,145 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 consultants and 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
15,767,145 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 6th day of April, 2005
/s/ XXXXX XXXXXX
------------------------------
Xxxxx Xxxxxx
