PRIVATE & CONFIDENTIAL
DATED : SEPTEMBER 30TH, 2005
TELECONNECT INC. (1)
AND
XX. XXXXX XXXXXXXX (2)
AND
MR. LEO GEERIS (3)
REPAYMENT & LOAN AGREEMENT
THIS AGREEMENT is dated September 30th, 2005 and is made BETWEEN:
(1) Teleconnect Inc., duly incorporated under the laws of Florida, United
States of America, having its registered office at 0000 Xxxxx Xxxx Xxxxxx
Xxxx, Xxxxxxxxxx, Xxxxxxx 00000 (hereinafter to be referred to as
"TELECONNECT" or the "COMPANY") and represented in this act by Xxxxxxx
Xxxxx, President of the Company and with contact address: Parque
Tecnologico de Andalucia (PTA), Edif. Estepona. Malaga Business Park 2,
C/ Xxxxxx Xxxxx, n(0) 16-20, 1(a), Xxxxxxxxxxx, Xxxxxx, 00000, Xxxxx;
(2) Xx. X. Xxxxxxxx, of Dutch nationality, residing at Urbanisation Xxxxx
Xxxxxxx, Country Club, Xxxxxx de Camojan, Xxxxx 0, Xxxxxxxxxx 0, 00000
Xxxxxxxx, Xxxxxx, Xxxxx, with passport number XX0000000 (hereinafter to
be referred to as "BROEKHOF").
(3) Mr. Leonardus R.M. Geeris, married, of Dutch nationality, residing at
Xxxxxxx 00, 0000 XX Xxxxxxx the Netherlands, with passport number
X00000000 (hereinafter to be referred to as "GEERIS")
The persons/entities in points (1), (2) and (3) above will be jointly referred
to as the "PARTIES"
WHEREAS
(A) TELECONNECT is negotiating with an investor party with respect to a
capital injection into the Company.
(B) TELECONNECT owes BROEKHOF as of September 30th 2005, (euro)510,000 in
capital and (euro)131,000 in interest due in total from the following
bridge loans (the "BRIDGE LOANS") according to its audited accounts(1):
o Bridge Loan dated December 3, 2002 for (euro)500,000 ((euro)350,000
capital converted);
o Bridge Loan dated, Dec 9, 2004 for (euro)60,000;
o Bridge Loan dated Feb 1, 2004 for (euro)100,000;
o Bridge Loan dated Feb 2, 2004 in the name of Vonde for (euro)200,000
(C) In order to facilitate the entry of the funds from a new investor, the
PARTIES have reached an agreement as to the following repayment
conditions.
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(1) This overview does not include the Bridge Loan dated Feb 20, 2004 in the
name of Royal Living, for (euro)100.000 (of which (euro)60,000 capital has been
returned). With respect to this Bridge Loan a separate agreement has been
entered into between respective parties to the Bridge Loan in the name of Royal
Living, for the outstanding amount of (euro)40.000 and an amount of
(euro)12.236,76 in interest due as at 30 September 2005. See clause 1 (c) of
this agreement.
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NOW IT IS HEREBY AGREED as follows:
1 CONDITIONS OF RE- PAYMENT OF LOANS
(a) Within one week of TELECONNECT receiving the first (euro)1,000,000
from the new investor, the Company will repay BROEKHOF (euro)330,000
to (i) repay the Bridge Loan dated, Dec 9, 2004 of (euro)60,000,
(ii) repay the Bridge Loan dated Feb 1, 2004 of (euro)100,000 and
(iii) partially repay the outstanding capital amount due under
Bridge Loan dated Feb 2, 2004 in name of Vonde for (euro)200,000.
Hence, as of this first repayment, from the Bridge Loan dated Feb 2,
2004 in name of Vonde of (euro)200,000 an amount of (euro)30.000
will remain outstanding.
(b) TELECONNECT will pay an additional amount of (euro)65.000 to
BROEKHOF in December 2005 to (i) cancel the outstanding capital
amount of (euro)30.000 due under Bridge Loan dated Feb 2, 2004 in
name of Vonde, and (ii) partially pay the amount of interest due
under the Bridge Loans of (euro)131,000. Hence, as of this second
repayment, the following amounts remain outstanding(2):
(i) an amount of (euro) 101.000 in interest due under the Bridge
Loans;
(ii) an amount of (euro)150.000 from the Bridge Loan dated December
3, 2002;
(c) With respect to the Bridge Loan dated Feb 20, 2004 in name of Royal
Living for (euro)100.000 (of which (euro)60,000 capital has been
returned) PARTIES have agreed to make separate arrangements with a
third party with respect to the repayment of the outstanding capital
amount of (euro)40,000, the amount of (euro) 12.236,76 in interest
due in respect of this Bridge Loan as at 30 September 2005, as well
as the additional amount of interest owed over the period from 30
September 2005 until the date the outstanding capital amount has
been fully repaid.
(d) TELECONNECT will pay a monthly amount to BROEKHOF beginning on the
1st of October 2005 of (euro)7,500.
(e) TELECONNECT and BROEKHOF agree to renegotiate within the first two
weeks of January 2006, the remaining outstanding amounts to be paid
to BROEKHOF based on the financial status of the Company at that
point in time. TELECONNECT commits to make every effort, in good
faith, to repay the remaining amount to BROEKHOF as soon as
possible.
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(2) This overview does not include the Bridge Loan dated Feb 20, 2004 in the
name of Royal Living, for (euro)100.000 (of which (euro)60,000 capital has been
returned). With respect to this Bridge Loan a separate agreement has been
entered into between respective parties to the Bridge Loan in the name of Royal
Living, for the outstanding amount of (euro)40.000 and an amount of
(euro)12.236,76 in interest due as at 30 September 2005. See clause 1 (c) of
this agreement.
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2 GUARANTEE
Should for any reason TELECONNECT not be able to honour the repayment
conditions stipulated in point 1 above, GEERIS personally guarantees that
he will pay the corresponding amounts to BROEKHOF. Should GEERIS not
honour the payment schedule, BROEKHOF will have the right to request from
GEERIS the immediate repayment of the total remaining amounts due,
capital and interest, accumulated at that point in time.
3 CONFIDENTIALITY
Each of the Parties or any of its directors or officers shall not divulge
or communicate to any person or persons, except to those of the officials
of TELECONNECT whose province it is to know the same, any secret or
confidential information which it may receive or obtain in relation to
the affairs of TELECONNECT and shall not use for its own purposes nor for
any purposes other than those of TELECONNECT any information or knowledge
of a confidential nature which it may from time to time acquire in
relation to the COMPANY.
4 TERMINATION
This Agreement shall be subject to termination by either party by summary
notice in writing if the other party shall have committed any serious
breach or continued (after warning) any material breach of its
obligations hereunder.
5 GOVERNING AGREEMENT
This agreement becomes the governing document for the terms and
conditions associated with the remaining amounts due to BROEKHOF.
6 NOTICES
Any notice required to be given hereunder shall be deemed duly served if
sent by registered or recorded delivery post to the registered office of
TELECONNECT in Spain; Parque Tecnologico de Andalucia (PTA), Edif.
Estepona. Malaga Business Park 2, C/ Xxxxxx Xxxxx, n(0) 16-20, 1(a),
Xxxxxxxxxxx, Xxxxxx, 00000, Xxxxx or to the addresses of the affected
parties listed on the first page of this agreement. Any such notice shall
be deemed to be served at the time when the same is left at the address
of the party to be served and if served by post on the day (not being a
Sunday or public holiday) next following the day of posting.
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7 CHOICE OF LAW, SUBMISSION TO JURISDICTION
This Agreement shall be governed by and interpreted in accordance with
the laws of Spain. The parties hereby submit to the exclusive
jurisdiction of the courts of Malaga Spain.
IN WITNESS whereof this Agreement has been executed today, September 30th, 2005
SIGNED by Xxxxxxx Xxxxx (for and on behalf of TELECONNECT INC)
.................................................)
SIGNED by Xx Xxxxx Xxxxxxxx
.................................................)
SIGNED by Xxx Geeris
.................................................)
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