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OFFICER'S LOAN AGREEMENT
Agreement dated March 1, 2006 entered into by and between the
following parties.
VGTel, Inc. a Company organized under the laws of the State of New
York located at 0000 Xxxxx Xxxx, Xxxxxxx, Xxxxx 00000
and Xxx Xxxxxx, the President and principal officer of VGTel, Inc.
residing at 0000 Xxxxx Xxxx, Xxxxxxx, Xxxxx 00000
WHEREAS, The Company requires a $25,000 credit facility to finance the
business for the period commencing March 1, 2006 until May 18, 2007.
WHEREAS, Xx. Xxx Xxxxxx is willing to provide a credit facility to the
Company for a maximum sum of $20,000 for the period commencing March 1,
2006 until May 18, 2007.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
stated, it agreed as follows:
- Xx. Xxxxxx hereby grants a line of credit to the Company for a
maximum sum of $20,000.
- The Company may draw down on the loan anytime from the date of this
agreement until May 15, 2007. . This unsecured loan is payable May 18, 2007
and bears an interest rate of prime plus one (1) calculated on an annual
basis payable annually in arrears with first payment due March 1, 2007 and
second payment due May 18, 2007, unless extended by mutual consent of the
parties..
General Provisions:
(a) No waiver, modification or amendment of any provisions of this
agreement shall be valid unless made in writing, signed by both parties,
and specifying with particularity the nature and extent of such a waiver,
modification or amendment. Any such waiver, modification or amendment shall
, in no event, be construed to be a general waiver, abandonment,
modification or amendment of any of the terms, conditions or provisions of
this Agreement, but such waiver shall be strictly limited and restricted
tot he extent and occasion specified in such signed writing.
(b) If either party employs attorneys to enforce any rights arising
out of or relating to this Agreement, the prevailing party shall be
entitled to recover reasonable attorneys' fees. This Agreement shall be
construed, adjudicated and controlled by the by the laws of the State of
New York and any dispute hereunder shall be brought before JAMS Dispute
Resolution in New York City. Their decision shall be binding and the
parties waive all rights to appeal.
(c) This Agreement is the complete and exclusive statement regarding
the subject matter of this Agreement and supersedes all prior agreements,
understandings and communications, oral or written, between the parties
regarding the subject matter of this Agreement.
(d) Neither party shall assign any of its rights or obligations
hereunder, except to the Affiliate or successor in interest, without the
prior written consent of the other party, which consent shall not be
unreasonably withheld.
(e) No failure or delay in exercising any right, power or privilege
hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any right, power or privilege hereunder
(f) If any provision of this Agreement is found to be unenforceable,
the remainder shall be enforced as fully as possible and the unenforceable
provision shall be deemed modified to the extent required to permit its
enforcement in a manner most closely representing the intention of the
parties as expressed herein.
(g) A Facsimile copy of the Agreement shall have the same legal effect
as an original of the same.
IN WITNESS WHEREOF, the parties have hereunto executed this Agreement
1st day of March 2006.
Xxx Xxxxxx /s/ Xxx Xxxxxx
VGTel, Inc. /s/ Xxx Xxxxxx
