AND GEERIS HOLDINGS NEDERLAND B.V. (2) BRIDGE LOAN AGREEMENT ENGLISH VERSION UNDER DUTCH LAW THIS AGREEMENT is dated December 23, 2004 and is made BETWEEN: (1) ITS Networks Inc., incorporated under the laws of Florida, United States of America, having...

PRIVATE & CONFIDENTIAL


                            DATED : DECEMBER 23, 2004

                              ITS NETWORKS INC.         (1)

                                       AND

                       GEERIS HOLDINGS NEDERLAND B.V.   (2)




                              BRIDGE LOAN AGREEMENT


                         ENGLISH VERSION UNDER DUTCH LAW



THIS AGREEMENT is dated December 23, 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'th xxxxx, Xxxxxxxx, 00000 Xxxxxx Xxxxx;

(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)    ITSN is in an expansion phase for which it needs approximately 3 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 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 135,000 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 135,000 on
       December 24, 2004 directly to the Company's Spanish Bank Account in
       Madrid for which GEERIS will receive 5,000,000 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 March 30th, 2005 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 5,000,000 which it will have received
           at the time of providing the funds. ITSN will still owe GEERIS the
           sum of 135,000 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 5,000,000
       shares of ITSN as compensation for providing the 135,000 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, December 23, 2004



                                                                     
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.)


 ...................................................)   ................................................)


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