MIDDLE KINGDOM ALLIANCE CORPORATION
Exhibit 10.5
MIDDLE KINGDOM ALLIANCE CORPORATION
December 19, 2006
Primus Capital LLC
333 Sandy Springs Circle, Ste 223
Atlanta, GA 30328
Michael Marks
35125 CITIC Square
1168 Nanjing Road West
Shanghai, China 200041
MTP Holdings Ltd.
Room 804, Hong Kong Plaza
283 Huaihai Zhong Road,
Shanghai 200021, P.R. China
Allan Shu Cheuk Lam
82-9133 Bayview Avenue
Richmond Hill
Ontario L4B 4V6
Canada
Gentlemen:
This letter will confirm our agreement that, commencing on the effective date (Effective Date) of the registration statement for the initial public offering (IPO) of the securities of Middle Kingdom Alliance Corporation (the Company) and continuing (i) until the consummation by the Company of a Business Combination (as described in the Companys IPO prospectus), OR (ii) the later of (a) 18 months from commencement of the IPO if the Company does not effect a Business Combination, or (b) 24 months from the consummation of the IPO if a letter of intent, agreement in principle or definitive agreement has been executed within 18 months of commencement of the IPO and the Company has not effected a Business Combination, the above entities and individuals shall make available to the Company certain office and secretarial services as may be required by the Company from time to time. In exchange therefore, the Company shall allocate among Primus Capital LLC, Michael Marks, MTP Holdings LLC and Allan Lam the sum of $7,500 per month on the Effective Date and continuing monthly thereafter, as directed by the parties.
Very truly yours, | ||
MIDDLE KINGDOM ALLIANCE CORP. | ||
By: | /s/ Bernard J. Tanenbaum III | |
Bernard J. Tanenbaum III, CEO |
AGREED TO AND ACCEPTED BY: | ||
/s/ Bernard J. Tanenbaum III | ||
PRIMUS CAPITAL, LLC | ||
By: | Bernard J. Tanenbaum III, Chief Executive Officer | |
/s/ Michael Marks | ||
MICHAEL MARKS | ||
/s/ Alex Chun Yao | ||
MTP HOLDINGS LTD. | ||
By: | Alex Chun Yao, Director | |
/s/ Allan Shu Cheuk Lam | ||
ALLAN SHU CHEUK LAM |
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