fs1ex10v_ea3swap.htm


     

     

    Exhibit
10.5

     

     

    AGREEMENT
FOR THE PURCHASE OF PREFERRED STOCK

     

    THIS
PREFERRED STOCK PURCHASE AGREEMENT, (the "AGREEMENT") made this 8th day of
August 2005, by and among EDWARD C. DEFEUDIS, an individual whose address is
3606 South Ocean Blvd. #401 Highland Beach, FL 33487 ("Buyer") and Energy
Control Technology, Inc., a Delaware corporation (hereinafter referred to as
"Seller", "ECT" and/or "COMPANY").

     

    WITNESSETH:

     

    WHEREAS,
the Company owes Belmont Partners $37,500 for consulting services (the "Debt");
and

     

    WHEREAS,
the Company will sell 3,750,000 shares of Preferred Stock at par to Edward C.
DeFeudis to repay the Belmont Partner's debt.

     

    NOW,
THEREFORE, in consideration of the mutual promises, covenants, and
representations contained herein, THE PARTIES HERETO AGREE AS
FOLLOWS:

     

    ARTICLE
1

     

    1.            Agreement
to Purchase and Sell. Seller will issue to Buyer and Buyer agrees to
purchase the 3,750,000 share of Preferred Stock, for THIRTY SEVEN THOUSAND FIVE
HUNDRED DOLLARS ($37,500) (the "Purchase Price"). The Purchase Price shall be
payable as follows: $37,500 at Closing by wire transfer to Belmont Partners, LLC
to repay the outstanding debt.

     

    2.            Closing
And Payment. Subject to the terms and conditions hereof, and in reliance
upon the written representations and warranties of Buyer, Seller will sell and,
subject to the terms and conditions hereof, and Purchaser will purchase, at a
single closing, the Stock. The Closing shall be held in Boca Raton, Florida on
such date as may be agreed upon by the Parties (the "Closing Date"). At the
Closing, Seller shall deliver: (i) Seller's resignation as a Director of ECT;
(ii) a Board of Directors resolution appointing Buyer as a Director of ECT (iii)
deliver 12,000,000 shares of restricted stock to Lion Equity Holding Corporation
to acquire 100% of the outstanding shares of 5fifty5.com,
Inc.; and to the extent available, (iv) Financial records of ECT; (v) True and
correct copies of all business and corporate records of ECT, including but not
limited to correspondence files, bank statements, checkbooks, minutes of
shareholder and directors meetings, financial statements, shareholder listings,
stock transfer records, agreements and contracts; and (vi) Such other documents
of ECT as may be reasonably requested by Buyer and which are available. At the
Closing, Buyer will deliver to Seller the Purchase Price by wire transfer or
such other means as the Parties may agree upon in writing. In addition, at the
Closing, the Parties shall separately execute the indemnification provision
annexed hereto as Exhibit A.

     

    3.    Representations
and Warranties of Seller. Seller hereby represents and warrants to Buyer
that the statements in the following paragraphs of this Section 3 are all true
and complete as of the date hereof:

     

    a.            Authority:
Due Authorization. This Agreement has been duly and validly executed
and delivered by Seller, and upon the
execution and delivery by Buyer of this Agreement
and the performance by Buyer of Buyer's obligations herein, will constitute, a
legal, valid and
binding obligation of Seller enforceable against Seller in accordance with its
terms, except as such enforcement may be limited by bankruptcy or insolvency
laws or other laws affecting enforcement of creditors' rights or by general
principles of equity.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

          
b.             Title
to Stock. Seller is the sole director and has sole managerial and
dispositive authority with respect to the Stock. Seller has not granted a person
a proxy with respect to the Stock that has not expired or been validly
withdrawn. The sale and delivery of the Stock to Buyer pursuant to this
Agreement will vest in Buyer legal and valid title to the Stock, free and clear
of all liens, security interests, adverse claims or other encumbrances of any
character whatsoever ("Encumbrances") (other than Encumbrances created by Buyer
and restrictions on resales of the Stock under applicable securities
laws).

     

          
c.             Legal
Action. Seller represents that to the best of his knowledge, there is no
threatened
or pending legal action against the Company.

     

    4.    Representations
and Warranties of Buyer. Buyer hereby represents and warrants to Seller
that the statements in the following paragraphs of this Section 4 are all true
and complete as of the date hereof

     

          
a.             Exempt
Transaction. Buyer understands that the offering and sale of the Stock is
intended to be exempt from registration under the Act and exempt from
registration or qualification under any state law.

     

          
b.    This
Agreement has been duly and validly executed and delivered by Purchaser, and
upon the execution and delivery by Seller of this Agreement and the performance
by Seller of its obligations herein, will constitute, a legal, valid and binding
obligation of Buyer enforceable against Buyer in accordance with its terms,
except as such enforcement may be limited by bankruptcy or insolvency laws or
other laws affecting enforcement of creditors' rights or by general principles
of equity.

     

          
c.    The Stock
to be purchased by Buyer hereunder will be acquired for investment for Buyer's
own account, not as a nominee or agent, and not with a view to the public resale
or distribution thereof, and Buyer has no present intention of selling, granting
any participation in, or otherwise distributing the same.

     

          
d.             Information
Concerning the Company. Buyer has conducted his own due diligence with
respect to the Company and its liabilities and believes he has enough
information upon which to base an investment decision in the
Stock.

     

          
e.    Investment
Experience. The Buyer understands that the purchase of the Stock involves
substantial risk. The Buyer (a) has experience as a purchaser in securities of
companies in the development stage and acknowledges that he can bear the
economic risk of Buyer's investment in the Stock and (b) has such knowledge and
experience in financial, tax, and business matters so as to enable Buyer to
evaluate the merits and risks of an investment in the Stock, to protect Buyer's
own interests in connection with the investment, and to make an informed
investment decision with respect thereto.

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

     

        f.            No
Oral Representations. No oral or written representations have been made
other than as stated, or in addition to those stated, in this Agreement, and
Buyer is not relying on any oral statements made by Seller, or any of Seller's
representatives or affiliates, in purchasing the Stock.

     

          
g.            Restricted
Securities. Buyer understands that the Stock is characterized as
"restricted securities" under the Act inasmuch as they were acquired from the
Company in a transaction not involving a public offering and that under the Act,
and applicable regulations thereunder.

     

          
h. Opinion
Necessary. Buyer acknowledges that if any transfer of the Stock is
proposed to be made in reliance upon an exemption under the Securities Act of
1933 ("Act"), the Company may require an opinion of counsel satisfactory to the
Company that such transfer may be made pursuant to an applicable exemption under
the Act. Buyer acknowledges that a restrictive legend appears on the Stock and
must remain on the Stock until such time as it may be removed under the
Act.

     

    5.             Covenant.
Buyer hereby covenants and agrees that he currently plans to, and will
use his best efforts to, as a Director, cause ECT to acquire an operating
business in a reverse merger transaction which is likely to benefit all ECT
shareholders.

     

    6.             Arbitration.
Any controversy of claim arising out of, or relating to, this Agreement,
or the making, performance, or interpretation thereof, shall be settled by
arbitration in the State of Florida in accordance with the Rules of the American
Arbitration Association then existing, and judgment on the arbitration award may
be entered in any court having jurisdiction over the subject matter of the
controversy. In the event of disputes between the parties related to this
transaction, the prevailing party will be entitled to recover reasonable
attorney and legal fees and court costs from the non-prevailing
party.

     

    7.             Termination.
Buyer or Seller may not terminate, except for a material breach or
failure of a
condition or requirement, on or before the Closing Date.

     

    8.             Successors
and Assigns. The terms and conditions of this Agreement shall inure to
the benefit of and be binding upon the respective successors and assigns of the
parties, except that Buyer may not assign or transfer any of its rights or
obligations under this Agreement.

     

    9.             Governing
Law. Any dispute, disagreement, conflict of interpretation or claim
arising out of or relating to this Agreement, or its enforcement, shall be
governed by the laws of the State of Florida.

     

    10.           Counterparts.
This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same agreement. A telefaxed copy of this Agreement shall be deemed an
original.

     

    11.           Headings.The
headings and captions used in this Agreement are used for convenience
only and are not to be considered in construing or interpreting this Agreement.
All references
in this Agreement to sections, paragraphs, exhibits and schedules shall, unless
otherwise provided, refer to sections and paragraphs hereof and exhibits and
schedules attached hereto, all of which exhibits and schedules are incorporated
herein by this reference.

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

     

    12.            Costs,
Expenses. Each party hereto shall bear its own costs in connection with
the preparation, execution and delivery of this Agreement.

     

    13.            Amendments
and Waivers. Any term of this Agreement may be amended and the observance
of any term of this Agreement may be waived (either generally or in a particular
instance and either retroactively or prospectively), only with the written
consent of Seller and the Buyer. No delay or omission to exercise any right,
power, or remedy accruing to Buyer, upon any breach, default or noncompliance of
Seller under this Agreement shall impair any such right, power, or remedy, nor
shall it be construed to be a waiver of any such breach, default or
noncompliance, or any acquiescence therein, or of any similar breach, default or
noncompliance thereafter occurring. All remedies, either under this Agreement,
by law, or otherwise afforded to Purchaser, shall be cumulative and not
alternative.

     

    14.            Severability.
If one or more provisions of this Agreement are held to be unenforceable
under applicable law, such provision(s) shall be excluded from this Agreement
and the balance of the Agreement shall be interpreted as if such provision(s)
were so excluded and shall be enforceable in accordance with its
terms.

     

    15.            Entire
Agreement. This Agreement, together with all exhibits and schedules
hereto, constitutes the entire agreement and understanding of the parties with
respect to the subject matter hereof and supersedes any and all prior
negotiations, correspondence, agreements, understandings duties or obligations
between the parties with respect to the subject matter
hereof.

     

    16.    Further
Assurances. From and after the date of this Agreement, upon the request
of the Buyer or Seller, Buyer and Seller shall execute and deliver such
instruments, documents or other writings as may be reasonably necessary or
desirable to confirm and carry out and to effectuate fully the intent and
purposes of this Agreement.

     

    IN
WITNESS
WHEREOF,
the parties hereto have executed this Agreement as of the date first
written above.

    
    

     

    
      	
              /s/
      Edward C DeFeudis

              EDWARD
      C DEFEUDIS

            	
              /s/
      Joseph Meuse

              JOSEPH
      MEUSE

            


    

     

     

     

     

     

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