EXHIBIT 10.9
Debt Settlement Agreement
THIS DEBT SETTLEMENT AGREEMENT is dated effective the 12th 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 Suite 2602 - 1111 Beach Ave., Vancouver, BC V6E 1T9
(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 8025 Excelsior Drive,
Suite 200 Madison, Wisconsin 53717
(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 290 Vincent Avenue
3rd Floor, Hackensack NJ 07601
("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 330 Bay
Street, Toronto, Ontario M5H 2S8
("Eiger")
A. The COMPANY, K-TRONIK, EIGER and ETIFF (a wholly owned
subsidiary of EIGER) have 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.
B. ETIFF is owed the sum of $4,071,000 by K-Tronik (the "Debt")
which sum includes principal and interest accruing to date.
C. Pursuant to the K-Tronik Agreement, the Company has 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 has agreed to accept the Shares in full
and final satisfaction 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:
1. Eiger, to the extent that it has not already done so, hereby
acknowledges that it has no further interest in and to the Debt
and that the Debt has been assigned to ETIFF in consideration of
the issuance to Eiger of shares of ETIFF. K-Tronik, to the
extent that it has not already done so, agrees to this
assignment of the Debt to ETIFF and consents to it.
2. Subject to the closing of the K-Tronik Agreement and subject to
the terms hereof, the Company agrees to issue, and the Creditor
agrees to accept, the Shares in full and complete satisfaction
of the Debt.
3. Subject to the closing of the K-Tronik Agreement and upon
delivery of the Shares to the Creditor, the Creditor releases
and forever discharges the Company and K-Tronik, their
successors and assigns, from all manner of actions, suits,
debts, dues, accounts, bonds, contracts, claims and demands
whatsoever which against the Company and K-Tronik it ever had,
now has, or which its successors or assigns or any of them
hereafter may have, by reason of the Debt owing by K-Tronik to
the Creditor.
4. The Creditor acknowledges and agrees that the issuance of the
Shares by the Company shall be conditional upon the closing of
the reverse acquisition contemplated by the K-Tronik Agreement.
5. The Creditor acknowledges that there are no representations or
warranties given by the Company or its Directors or Officers
concerning the value of the Shares. The Creditor further
acknowledges that this is not a formal proposal pursuant to any
bankruptcy legislation.
6. The Creditor acknowledges that the distribution of the 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.
7. The parties hereto agree to execute all further documents and
assurances as may be necessary to give effect to the intent
expressed herein.
8. Notwithstanding any other term contained herein, the Creditor
shall be entitled, in its sole discretion, to terminate this
Agreement at any time prior to the issuance of the Shares by the
Company.
9. Save and except as concerns the K-Tronik Agreement, it is agreed
that this written instrument embodies the entire agreement of
the parties hereto with regard to the matters dealt with herein,
and that no understandings or agreements, verbal or otherwise,
exist between the parties except as herein expressly set out.
10. Time shall be of the essence in this Agreement.
11. 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.
12. This Agreement shall enure to the benefit of and be binding upon
the parties hereto, their respective heirs, executors,
administrators, successors and assigns.
13. All funds referred to in this Agreement are in US funds.
14. 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.
15. The parties hereto agree that they shall, before and after
closing of the K-Tronik Agreement take all steps reasonably
necessary to effect the transactions contemplated in this
Agreement and, in particular, shall take all steps reasonably
necessary to comply with any State or Federal US laws relating
to the assignments of debt contemplated herein.
IN WITNESS WHEREOF the parties have executed this Agreement on the day
and year first above written.
LMC CAPITAL CORP.
/s/ Philip Cassis
Philip Cassis, President
K-TRONIK INT'L CORP.
/s/ Robert Kim
Mr. Robert Kim, President and Director
EIGER TECHNOLOGY CORP.
/s/ Gerry Racicot
Mr. Gerry Racicot, President and Director
ETIFF HOLDINGS, INC.
/s/ Keith Attoe
Mr. Keith Attoe, Secretary and Director