Dated: August 8, 2004 ITS Networks Inc. (1) And Geeris Holdings Nederland B.V. (2)
EXHIBIT 10 (b)
Private & Confidential
Dated: August 8, 2004
ITS Networks Inc. (1)
And
Geeris Holdings Nederland B.V. (2)
English Version under Dutch Law
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THIS AGREEMENT is dated August 8, 2004 and is made BETWEEN:
| (1) | ITS Networks 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 "ITSN") and represented in this act by Xxxxxxx Xxxxx, President of the Company and with contact address C/ Xxxxxx Xxxxx 28, 9’xx xxxxx, Xxxxxxxx, 00000 Xxxxxx, Xxxxx; |
| (2) | Geeris Holding Nederland B.V., incorporated under the laws of Holland, 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) | ITSN is in an expansion phase for which it needs approximately 3 million euros, euros which will arrive via Europartners Company Ltd. Which have just signed an investor to inject up to 5 million euro into ITS Networks. |
| b) | The parties have reached an agreement to help provide a bridge loan until the necessary funds arrive to fund the expansion of ITSN. |
| 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 50,000 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 50,000 on August 9, 2004 directly to the Company’s Spanish Bank Account in Madrid for which GEERIS will receive 400,000 shares:
Benificiary: 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 August 30th at which time should GEERIS wish to receive its funds but ITSN cannot pay back this amount, ITSN will provide compensation to GEERIS of an additional 1,000,000 shares on top of the 400,000 which it will have received at the time of providing the funds. ITSN will still owe GEERIS the sum of 50,000 euros which will be paid back as soon as possible thereafter.
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| 2. | ITS Networks Common Shares |
Immediately upon transferring the funds, GEERIS will receive 400,000 shares of ITSN as compensation for providing the 50,000 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 ITSN 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 ITSN and shall not use for its own purposes nor for any purposes other than those of ITSN any information or knowledge of a confidential nature which it may from time to time acquire in relation to ITSN.
| 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 |
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 ITSN in Spain; X/Xxxxxx Xxxxx 00, Xxxxxxxx, 00000, Xxxxxx, 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.
| 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, August 8, 2004
| /s/ Xxxxxxx Xxxxx | /s/ Mr. Leo Geeris | ||
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| Xxxxxxx Xxxxx (for and on behalf of ITS Networks, Inc.) |
Xx. Xxx Xxxxxx (for and on behalf of Geeris Holding Nederland B.V.) |
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