PRIVATE & CONFIDENTIAL
DATED : APRIL 28, 2005
TELECONNECT INC. (1)
AND
Geeris Holding Nederland B.V (2)
BRIDGE LOAN AGREEMENT
ENGLISH VERSION UNDER DUTCH LAW
THIS AGREEMENT is dated April 28, 2004 and is made BETWEEN:
(1) Teleconnect Inc., incorporated under the laws of Florida, United States
of America, having its registered office at 0000 Xxxxx Xxxx Xxxxxx Xxxx,
Xxxxxxxxxx, Xxxxxxx 00000 (hereinafter "TLCO") 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), Campanillas, Xxxxxx, 00000,
(2) Geeris Holding Nederland B.V., incorporated under the laws of Holand, and
having registered offices at Helvoirtseweg 146, Xxxxxxx 000, 0000 XX
Xxxxx Xxx Xxxxxxxxxxx, (HEREINAFTER GEERIS") and represented in this act
by Mr Leonardus R.M. Geeris of age, married, of Dutch nationality with
passport number X00000000 and domiciled at Xxxxxxx 00, 0000 XX Xxxxxxx
Xxx Xxxxxxxxxxx
WHEREAS
(A) TLCO is in an expansion phase for which it needs approximately 1,8
million euros
(B) The Parties have reached an agreement to help provide a bridge loan until
the necessary funds arrive to fund the expansion of TLCO.
(C) Such Bridge financing is the subject of this agreement and will be
effected through GEERIS lending to the Company in the form of a short
term bridge loan for an amount of EUR 60,000 on the terms as set out
herein;
NOW IT IS HEREBY AGREED as follows:
1 CONDITIONS OF CASH INJECTION
On the date hereof, the parties will enter into the Bridge Loan Agreement
based upon which GEERIS will provide a cash injection of EUR 60,000 on
April 28, 2005 directly to the Company's Spanish Bank Account in Madrid
for which GEERIS will receive 1,000,000 shares:
Beneficiary: ITS NETWORKS INC.
Bank name: BBVA EMPRESAS
X/ Xxxxxxx 00, Xxxxxx
00000 Xxxxxx Xxxxx
Tel: 0000 00 000 0000
Contact at BBVA: XXXXX XXXXX XXXXXX
XXXXX: XXXXXXXXXXX
IBAN: XX00 0000 0000 00 0000000000
This bridge loan is provided until June 30th, 2005 at which time
should GEERIS wish to receive its funds but TLCO cannot pay back this
amount, TLCO will provide compensation to GEERIS of an additional
1,000,000 shares on top of the 1,000,000 which it will have received
at the time of providing the funds. TLCO will still owe GEERIS the
sum of 60,000 euros which will be paid back as soon as possible
thereafter.
1
2 ITS NETWORKS COMMON SHARES
Immediately upon transferring the funds, GEERIS will receive 1,000,000
shares of TLCO as compensation for providing the EUR 60,000 bridge loan.
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 TLCO 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
TLCO and shall not use for its own purposes nor for any purposes other
than those of TLCO any information or knowledge of a confidential nature
which it may from time to time acquire in relation to TLCO.
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. Termination of this Agreement shall be without
prejudice to any rights which have accrued at the time of termination
(all of which shall remain in full force and effect).
5 NOTICES
5.1 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
TLCO in Spain;
c/o Teleconnect Inc., Parque Tecnologico de Andalucia (PTA)
Edif. Estepona. Malaga Business Park 2, C/ Xxxxxx Xxxxx, n(0) 16-20, 1(a)
Campanillas, Malaga, 28590
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.
6 CHOICE OF LAW, SUBMISSION TO JURISDICTION
This Agreement shall be governed by and interpreted in accordance with
the laws of Holland. The parties hereby submit to the exclusive
jurisdiction of the courts of Amsterdam, The Netherlands.
IN WITNESS whereof this Agreement has been executed today, April 28, 2005
SIGNED by Xxxxxxx Xxxxx SIGNED by Mr Leo Geeris
(for and on behalf of ITS NETWORKS INC) (for and on behalf of GEERIS HOLDING NEDERLAND B.V.)
...................................................) ................................................)
2
