Filed by Automated Filing Services Inc. (604) 609-0244 - K-Tronik International Corp. - Exhibit 4.2





 1 

 KYU-HO SHIM 

  C/O FINE TECH CO., LTD. 

  284-18 Eunhaeng-Dong, Shiheung-Si 

  Kyunggi-Do, South Korea 


December 15, 2004 

 K-TRONIK INTERNATIONAL CORP. 

  290 Vincent Avenue 

  3rd Floor, Hackensack, New Jersey 07601 


Attention: Mr. Robert Kim, President 

 Dear Mr. Kim:

	Re: 	Transfer of all issued and outstanding shares
        of K-Tronik N.A. Inc. (“KTNA”) to FINE TECH CO., LTD ("FINETECH")
        pursuant to the Share Pledge Agreement dated December 10, 2004 (“Share
        Pledge”) 



The Share Pledge agreement (the "Agreement") sets forth the
  terms and conditions whereby FINETECH will acquire the beneficial right, title
  and interest in and to all of the issued and outstanding shares (the "Shares")
  of KTNA from the sole shareholder of KTNA, K-Tronik International Corp. (the
  "Shareholder") subject to the terms contained therein in consideration of settlement
  of outstanding account payable and debt of KTNA to FINETECH. 

 The undersigned, KYU-HO SHIM, has agreed to assume certain
  liabilities of KTNA in consideration of and simultaneously with the transfer
  of KTNA’s shares to FINETECH and to hold the Shareholder harmless from
  and of any claims, suits, demands or actions by creditors of KTNA and its subsidiary,
  K-Troniks Asia Ltd.

 Therefore, for good and valuable considerations, the receipt
  and sufficiency of which is hereby acknowledged, the parties hereto agree as
  follows:

	1.	 KTNA and the Shareholder represent and warrant to SHIM that: 
	 	 


	 	(a) 	Shareholder and KTNA beneficially owns any and all
        rights to the electronic ballast business, intellectual property related
        thereto and 100% of all issued and outstanding shares of K-Troniks Asia
        Ltd. (the “Business and Property”) and save and except for
        the disclosed liabilities set out in Schedule A attached hereto, K-Troniks
        Asia Ltd. has no other known or contingent liabilities; 











 2

	 	(b) 	there have been no material adverse change in the
        business, affairs, prospects, operations or condition of the business,
        financial or otherwise, howsoever arising that have not been disclosed
        to FINTECH or SHIM and FINETECH and SHIM are aware of the outstanding
        liabilities of the Business and Property and KTNA which include payables
        and liabilities outstanding to Mr. Chung as well as DongBang, Hwa Seung
        and Luxtra (“Suppliers”) as set out in Schedule A and Schedule
        B attached hereto; 

	 	 	 


	2. 	The Shareholder hereby agrees to transfer to FINETECH
        the shares of KTNA and any rights the Shareholder has over intellectual
        properties for the electronic ballast business, including certifications
        under UL, CSA any other regulating agencies, Trade Mark and Trade Name
        pursuant to the Pledge Agreement in consideration for settlement in full
        of any and all outstanding payables to FINETECH, and as a further inducement
        to the Shareholder, SHIM personally agrees as follows:

       SHIM agrees, acknowledges, accepts and personally assumes
        the outstanding obligations and liabilities of KTNA and of its subsidiary,
        K-Troniks Asia Ltd. which includes, without limiting the generality of
        foregoing, the financing requirements, arrangements, accounts payable
        to Suppliers, guarantees and loans including Mr. Chung’s loans as
        disclosed in the schedules attached. The Shareholder and KTNA further
        assign and transfer to SHIM and SHIM accepts and assumes from them any
        guarantees on loans the Shareholder or an affiliate of the Shareholder
        had provided on account of KTNA and/or KTNA’s subsidiary, and SHIM
        agrees to obtain releases from guarantees. SHIM agrees to further indemnify
        and hold harmless KTNA, the Shareholder and the officers and directors
        of both the Shareholder and KTNA of and from any and all obligations,
        commitments, liabilities or any claims, demands or suits against any of
        them. 

      
	 	 
	3. 	 Any notice to be required or permitted hereunder
        will be in writing and sent by delivery, facsimile transmission, or prepaid
        registered mail addressed to the party entitled to receive the same, or
        delivered to such party at the address specified above, or to such other
        address as either party may give to the other for that purpose. The date
        of receipt of any notice, demand or other communication hereunder will
        be the date of delivery if delivered, the date of transmission if sent
        by facsimile, or, if given by registered mail as aforesaid, will be the
        date on which the notice, demand or other communication is actually received
        by the addressee.

	 	 
	4.	 This Agreement shall enure to the benefit of and be binding upon the
      parties hereto and their respective heirs, executors, successors and permitted
      assigns.
	 	 
	5. 	This Agreement shall be interpreted and construed in accordance with the
      laws of the State of New Jersey and the parties agree to attorn to the courts
      thereof. 
	 	 
	6. 	All dollar figures in this Agreement are given in valid currency of the
      United States of America.
	 	 
	7.	 This Agreement may be executed by facsimile and in counterpart. 


2







 3

	8. 	All amendments to this Agreement must be in writing and signed by all
      of the parties hereto. 
	 	 
	9.	 The interests, rights and obligations of the parties
        herein may not be assigned, sold, transferred or otherwise conveyed without
        the express written consent of the parties hereto. 

	 	 
	10.	 All parties have been advised to seek independent
        legal advice with respect to applicable securities, tax and other laws,
        statutes and regulations and with respect to their review of this Agreement.



If the above terms and conditions accurately record your understanding
  of our agreement, please so acknowledge by signing a copy of this Agreement
  in the space provided below turning the same to us at your earliest convenience.
  Upon your execution thereof, this Agreement will constitute a legal and binding
  agreement.


Yours truly, 

 ____________________________ 

  KYU-HO SHIM 

 The terms of this Letter Agreement above are hereby read,
  understood, acknowledged, accepted and consented to (should such consent by
  required) by the undersigned effective the _____ day of December, 2004. 


K-TRONIK N.A., INC. 

 Per:____________________________ 

  Authorized Signatory 

  I have the authority to bind the corporation


K-TRONIK INTERNATIONAL CORP. 

 Per:

  ________________________

  Robert Kim, President 

  Authorized Signatory 

  I have the authority to bind the corporation 

 3