Private & Confidential
Dated: February 23, 2005
ITS Networks Inc. (1)
And
Geeris Holding Nederland B.V. (2)
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Bridge Loan Agreement
English Version under Dutch Law
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THIS AGREEMENT is dated February 23, 2005 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
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
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 100,000
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 100,000 on February 25,
2005 directly to the Company's Spanish Bank Account in Madrid for which GEERIS
will receive 1,000,000 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 June 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
1,000,000 which it will have received at the time of providing the funds. ITSN
will still owe GEERIS the sum of 100,000 euros which will be paid back as soon
as possible thereafter.
2. ITS Networks Common Shares
Immediately upon transferring the funds, GEERIS will receive 1,000,000 shares of
ITSN as compensation for providing the 100,000 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;
c/o Teleconnect, Inc. Parque Techologico de Andalucia (PTA)
Edif. Estepona. Malaga Business Park 2, X/Xxxxxx Xxxxx 0 00-00, 0x
Xxxxxxxxxxx, Xxxxxx, 00000
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, February 23, 2005
/s/ Xxxxxxx Xxxxx /s/ Mr. Leo Geeris
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Xxxxxxx Xxxxx 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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