SB-2 Amendment 5 Ex 10.4 Revolving Line of Credit




 

REVOLVING
LINE OF CREDIT AGREEMENT 

 

 

This
Revolving Line of Credit Agreement (the "AGREEMENT") is made and entered into in
this February 9th. 2005, by and between Otto Kjeldsen ("LENDER"), and Lutcam,
Inc., a Nevada corporation ("BORROWER"). 

 

In
consideration of the mutual covenants and agreements contained herein, the
parties agree as follows: 

 

1. LINE
OF CREDIT. Lender hereby establishes for a period extending to December 31, 2007
(the "MATURITY DATE") a revolving line of credit (the "CREDIT LINE") for
Borrower in the principal amount of Five Hundred Thousand Dollars ($500,000.00)
(the "CREDIT
LIMIT").

 

2.
ADVANCES. Any request for an Advance may be made from time to time and in such
amounts as Borrower may choose; provided, however, any requested Advance will
not, when added to the outstanding principal balance of all previous Advances,
exceed the Credit Limit. Requests for Advances may be made orally or in writing
by such officer of Borrower authorized by it to request such Advances. Until
such time as Lender may be notified otherwise, Borrower hereby authorizes its
president or any vice president to request Advances. Lender may deposit or
credit the amount of any requested Advance to Borrower's checking account with
Lender. Lender may refuse to make any requested Advance if an event of default
has occurred and is continuing hereunder either at the time the request is given
or the date the Advance is to be made, or if an event bas occurred or condition
exists which, with the giving of notice or passing of time or both, would
constitute
an event of default hereunder as of such dates. . 

 

The funds
from the Advances will be used by the Borrower for operating expenses in
connection with the operations of the Borrower. 

 

3.
INTEREST. All sums advanced pursuant to this Agreement shall bear interest from
the date each Advance is made until paid in full at the rate of eight percent
(8%) per annum, simple interest (the "EFFECTIVE RATE"). 

 

4.
REPAYMENT. Borrower shall pay accrued interest on the outstanding principal
balance on a monthly basis commencing on March 15, 2005, and continuing on the
fifteenth day of each month thereafter. The entire unpaid principal balance,
together with any accrued interest and other unpaid charges or fees hereunder,
shall be due and payable on the Maturity Date. All payments shall be made to
Lender at such place as Lender may, from time to time, designate. All payments
received hereunder shall be applied, first, to any costs or expenses incurred by
Lender in collecting such payment or to any other unpaid charges or expenses due
hereunder; second, to accrued interest; and third, to principal. Borrower may
prepay principal at any time without penalty. 

 

5.
REPRESENTATIONS AND WARRANTIES. In order to induce Lender to enter into this
Agreement and to make the advances provided for herein, Borrower represents and
warrants to Lender as follows: 

 

a.
Borrower is a duly organized, validly existing, and in good standing under the
laws of the State of Nevada with the power to own its assets and to transact
business in such other states where its business is conducted. 

 

b.
Borrower has the authority and power to execute and deliver any document
required hereunder and to perform any condition or obligation imposed under the
terms of such documents. 

 

c. The
execution, delivery and performance of this Agreement and each document incident
hereto will not violate any provision of any applicable law, regulation, order,
judgment, decree, article of incorporation, by-law, indenture, contract,
agreement, or other undertaking to which Borrower is a party, or which purports
to be binding on Borrower or its assets and will not result in the creation or
imposition of a lien on any of its assets. 

 

d. There
is no action, suit, investigation, or proceeding pending or, to the knowledge of
Borrower, threatened, against or affecting Borrower or any of its assets which,
if adversely determined, would have a material adverse affect on the financial
condition of Borrower or the operation of its business. 

 

6. EVENTS
OF DEFAULT. An event of default will occur if any of the following events
occurs; 

 

a.
Failure to pay any principal or interest hereunder within ten (10) days after
the same becomes due. 

 

b. Any
representation or warranty made by Borrower in this Agreement or in connection
with any borrowing or request for an Advance hereunder, or in any certificate,
financial statement, or other statement furnished by Borrower to Lender is
untrue in any material respect at the time when made. 

 

c.
Default by Borrower in the observance or performance of any other covenant or
agreement contained in this Agreement, other than a default constituting a
separate and distinct event of default under this Paragraph 6. 

 

d. Filing
by Borrower of a voluntary petition in bankruptcy seeking reorganization,
arrangement or readjustment of debts, or any other relief under the Bankruptcy
Code as amended or under any other insolvency act or law, state or federal, now
or hereafter existing. 

 

e. Filing
of an involuntary petition against Borrower in bankruptcy seeking
reorganization, arrangement or readjustment of debts, or any other relief under
the 

Bankruptcy
Code as amended, or under any other insolvency act or law, state or federal, now
or hereafter existing, and the continuance thereof for sixty (60) days
undismissed, unbonded, or undischarged. 

 

7.
REMEDIES. Upon the occurrence of an event of default as defined above, Lender
may declare the entire unpaid principal balance, together with accrued interest
thereon, to be immediately due and payable without presentment, demand, protest,
or other notice of any kind. Lender may suspend or terminate any obligation it
may have hereunder to make additional Advances. To the extent permitted by law,
Borrower waives any rights to presentment, demand, protest, or notice of any
kind in connection with this Agreement. No failure or delay on the part of
Lender in exercising any right, power, or privilege hereunder will preclude any
other or further exercise thereof or the exercise of any other right, power, or
privilege. The rights and remedies provided herein are cumulative and not
exclusive of any other rights or remedies provided at law or in equity. Borrower
agrees to pay all costs of collection incurred by reason of the default,
including court costs and reasonable attorney's fees. 

 

8.
GENERAL PROVISIONS. All representations and warranties made in this Agreement
and the Promissory Note and in any certificate delivered pursuant thereto shall
survive the execution and delivery of this Agreement and the making of any loans
hereunder. This Agreement will be binding upon and inure to the benefit of
Borrower and Lender, their respective successors and assigns, except that
Borrower may not assign or transfer its rights or delegate its duties hereunder
without the prior written consent of Lender. This Agreement, the Promissory
Note, and all documents and instruments associated herewith will be governed by
and construed and interpreted in accordance with the laws of the State of
California. Time is of the essence hereof. This Agreement will be deemed to
express, embody, and supersede any previous understanding, agreements, or
commitments, whether written or oral, between the parties with respect to the
general subject matter hereof. This Agreement may not be amended or modified
except in writing signed by the parties. 

 

EXECUTED
on the day and year first written above. 

 

Borrower:
Lutcam, Inc. 

 

/s/ Kerry
Tully


Kerry
Tully, President 

 

 

Lender:
Otto Kjeldsen 

 

/s/Otto
Kjeldsen

Otto
Kjeldsen