PRIVATE & CONFIDENTIAL
DATED : SEPTEMBER 29, 2005
TELECONNECT INC. (1)
AND
XX. XXXXX LAMEIJER (2)
AND
MR. LEO GEERIS (3)
LOAN AGREEMENT
THIS AGREEMENT is dated September 29, 2005 and is made BETWEEN:
(1) Teleconnect 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 "TELECONNECT" or "THE COMPANY")
and represented in this act by Xxxxxxx Xxxxx, President of the Company
and with contact address: Parque Tecnologico de Andalucia (PTA), Edif.
Estepona. Malaga Business Park 2, C/ Xxxxxx Xxxxx, n(0) 16-20, 1(a),
Xxxxxxxxxxx, Xxxxxx, 00000, Xxxxx;
(2) Xx. Xxxxx Lameijer a Spanish resident of Dutch Nationality residing at
Xxxxx 0 X(0) 00, Xxxxxxx xx Xxxxxxx, 00000 Xxxxxxxx, Xxxxxx, and with
passport number X00000000 and NIE X0000000 (hereinafter "LAMEIJER").
(3) 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, (HEREINAFTER "GEERIS")
(4) The persons/entities in points (1), (2), and (3) above will be jointly
referred to as the "PARTIES"
WHEREAS
(A) TELECONNECT is negotiating with an investor party a capital injection
into the Company.
(B) TELECONNECT owes LAMEIJER (euro)130,000 of interest from a previous
bridge loan (dated December 2002) which has been repaid, as well as an
additional (euro) 55,000 (including interest) from a partially repaid
bridge loan from Royal Living dated February 20, 2004.
(C) In order to facilitate the entry of the funds from the new investor, the
PARTIES have reached an agreement to delay the repayment of the
(euro)185,000 mentioned in point (B) above until the end of December 31,
2005.
NOW IT IS HEREBY AGREED as follows:
1 CONDITIONS OF DELAY OF PAYMENT
On the date hereof, the parties will enter into a three-month Loan
Agreement based upon which TELECONNECT will return to LAMEIJER the
amounts due as of October 1, 2005 plus 9% annual interest on this amount
for three months TO THE END OF DECEMBER 2005. As of October 1, 2005,
LAMEIJER is due the (euro)130.000 described in point "B" above as well as
the (euro)55,000 from the Royal Living Bridge Loan. In addition, a 9%
annual interest will be added to these amounts to compensate the delay
from October 1, 2005 to December 31, 2005. This additional interest
amount of (euro)5.000 is added to the existing total debt of
(euro)185,000 so that the total repayment is at the end of December 2005
is (euro)190,000.
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2 GUARANTEE
Should for any reason TELECONNECT not be able to repay LAMEIJER the
(euro)190.000 by the date specified, GEERIS guarantees that he will pay
the corresponding amounts to LAMEIJER before the end of the following
week; that is by January 7th, 2006.
3 ADDITIONAL INCENTIVE
As an additional incentive for facilitating the delay in the repayment of
the amounts due, TELECONNECT will xxxxx XXXXXXXX a payment of
(euro)50,000 once the Company has been sold to a third party or at the
latest by January 2008. This additional incentive is also guaranteed by
Mr. Geeris, as in point "2" should the Company not be able to respect
this payment.
4 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 TELECONNECT 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 TELECONNECT and shall not use for its own purposes nor for
any purposes other than those of TELECONNECT any information or knowledge
of a confidential nature which it may from time to time acquire in
relation to the COMPANY.
5 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).
6 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
TELECONNECT in Spain; Parque Tecnologico de Andalucia (PTA), Edif.
Estepona. Malaga Business Park 2, C/ Xxxxxx Xxxxx, n(0) 16-20, 1(a),
Xxxxxxxxxxx, Xxxxxx, 00000, 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.
7 CHOICE OF LAW, SUBMISSION TO JURISDICTION
This Agreement shall be governed by and interpreted in accordance with
the laws of Spain except for the guaranteed offered by Mr. Geeris in
points 2 and 3 which is governed by Dutch Laws.
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IN WITNESS whereof this Agreement has been executed today, September 29th, 2005
SIGNED by XXXXXXX XXXXX (for and on behalf of TELECONNECT INC)
.................................................)
SIGNED by Xx XXXXX LAMEIJER
.................................................)
SIGNED by XXX GEERIS
.................................................)
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