Lutcam SB-2 Amend 9 Ex 10-1 Line of Credit


    Exhibit
      10.4

    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