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EXHIBIT 10.8
AGREEMENT
Global Election Systems Inc., a corporation formed under the laws of
British Columbia, Canada (the "Company"), Global Election Systems, Inc., a
corporation formed under the laws of the State of Delaware (the "Subsidiary"),
and Xxxxx, Xxxxx & Company, an Ontario corporation (the "Lender") have, as of
this 15th day of March, 2001, agreed as follows:
1. Loan: The Lender advanced CAD $2,000,000 to the Company on March 8,
2001, and will advance an additional CAD $2,000,000 on or about March 19, 2001,
which will be evidenced by a Secured Promissory Note in the form attached hereto
as EXHIBIT I.
2. Security: The loan will be secured by a first perfected security
interest in the Subsidiary's Inventory, which shall include all finished goods
and work in progress, in accordance with the Security Agreement attached hereto
as EXHIBIT II.
3. Warrants: Following the approval of the Toronto Stock Exchange, the
Lender shall receive warrants to purchase 600,000 shares of the Company's common
stock, without par value, in the form of the Warrant attached hereto as EXHIBIT
III.
4. Guaranty: This loan will be guaranteed by the Subsidiary in
accordance with the Guaranty attached hereto as EXHIBIT IV.
DATED as of this 15th day of March, 2001.
THE COMPANY:
GLOBAL ELECTION SYSTEMS INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx, President
THE SUBSIDIARY:
GLOBAL ELECTION SYSTEMS, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx, President
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THE LENDER:
XXXXX, XXXXX & COMPANY LIMITED
By: /s/ X.X. Xxxx
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Name: X.X. Xxxx
Title: President
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