Monetary Loan Agreement

Exhibit 10.5

Monetary Loan Agreement

Translated from Japanese

September 5, 2008

Sumitomo Mitsui Banking Corporation

Address 11F NishiShinjuku Showa Building

The Principal 00-00 XxxxxXxxxxxxx 0 xxx-xx, Xxxxxxxx-xx, Xxxxx

Name IA Partners, Inc.

President& CEO   Xxxxxx Xxxx

Joint Surety Address 00-00 Xxxxxx 0 xxx-xx, Xxxxxxx-xx, Xxxxx

Name Xxxxxx Xxxx

1. (Loan Clause)

Debtor (hereinafter A) has assured the banking transaction agreement between Sumitomo Mitsui Banking Corporation (hereinafter B) and each cause of this agreement, borrowed money (initial installment in the case of installment loan) and has received it as follows:

Description:

1. Amount of borrowing ¥100,000,000

(Total amount of in the case of installment loan)

Details of installment loan (Planned borrowing dates and amounts for the 2^nd installment and thereafter)

1^st dd/mm/yyyy ¥  

2^nd ¥  

3^rd ¥  

4^th ¥  

2. Use: Operating funds

3. The final due date: January 31, 2009

4. A shall not use the guarantee of the National Federation of Credit Guarantee Corporations.

-----------------------------------------------------------For Bank Use-------------------------------------------------------------

Branch No. XXXX Branch Name: XXXX Loan Acct. No. XXXX Activity No. Invoice No. XXX 

The Name of Credit Guarantee Corporation Guarantee term: Guarantee:

Account No. w/
GuaranteeCorporation Guarantee No.

Date /Balance/Verification Middle Back Front

2^nd Ver./Ver./Person/ Guarantor Seal/Debtor Seal   Explanation/Guarantee/Acct. Seal

3^rd in Charge intent

4^th

1

Loan rate/Discharge Method/Interest Payment Method
5. Loan rate
Annual 3.375%				Basic interest rate: B’s short-term prime rate
If the basic interest is not a fixed rate, the loan rate shall be changed based on Article 4 below.
6. Discharge Method/Interest Payment Method
1)	Equal principal Payment (incl. a lump sum payment on the due date)
			Due date and payment interval		Number of payments	Amount
p	I	1st	September 30, 2008			\2,777,000
r	n	2nd	Fr. Oct. 2008 thru Dec. 2008 every 1 m(s). EOM		3	\2,777,000
i	s		Fr.    Thru.    Every     m(s).;     Date:
n	t
c	a
i	l
p	l
a	m
l	t
	Increased paymt.		Fr.    Thru.    Every     m(s).;     Date:
	Paymt. On Due		Final due date			\88,892,000
	Paymt. Method		Advance Paymt.		Interval	Every   m(s).
Interest	1st paymt. due		Sep. 5, 2008	2nd paymt. due: Sep. 30, 2008	Due for 2nd paymt. and after	EOM
2)	Equal installment payment
			Due date and payment interval		Number of payments	Amount
Interest for grace period		1st due		2nd and after: Fr.    Thru.    Every     m(s).    Date:
Principal		1st				Separately notified in writing
and		2nd	Fr.    Thru.    Every     m(s).;     Date:		times	\
interest		Final	Final due date			Balance and the interest
The interest during the grace period and the first payment amount for both the principal and
shall be determined by B’s calculation method. In this case the amount may be different from
the amount for the second payment and payments thereafter.
Deduction of the payment and interest:
7	Payment account (owned by the debtor)
	Branch Name		Account type	Account No.	The Name of the owner
	XXXX		Ordinary deposit	XXXX	IA Partners, Inc.
	(The branch holding the account)
8	The deduction date:
	The due dates specified in Article 6 above (however, the following business day if the
	dates fall on a bank holiday)
				(to be continued to the next page)

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						Loan on deeds
160-0023		0001037#				Loan Payment Plan Details
11F NishiShinjuku Showa Building
13-12 NishiShinjuku 1cho-me, Shinjuku-ku, Tokyo
					(Loan item			)
					Sumitomo Mitsui Banking, Corporation
					Nakano Branch
				Equal interest payment			Bank Use Code
To: IA Partners, Inc.
000-000-000-0000 1460
Telephone: 00-0000-0000			Reference contact: Nakano Corporation, Sales Department
Branch No.	Acct. No.	Loan No.	Payment Acct. (1: Checking acct./Deposit acct.)		Interest rate	Loan term	Loan Date	Amount	Interest to 1st payment
XXX	XXX	XXX	XXXX		3.375%	4 mos.	Sep. 5, 2008	\100,000,000	\240,420
Sequence	Due dates		Payment amount		Breakdown		Balance	We appreciate your
	dd/mm/yyyy		(Principal and interest)		Interest	Principal		business with us.
1	30/09/2008				278,683	2,777,000	97,223,000	You can see the details and
2	31/10/2008				270,723	2,777,000	94,446,000	your payment plan on your
3	01/12/2008				296,668	2,777,000	91,669,000	left.
4	05/01/2009				230,145	2,777,000	88,892,000	The payments and interests
5	02/02/2009				0	88,892,000	0	will be automatically
								deducted from your
								account that you specified
								as this details sheet shows.
								For customers using
								variable interest loans, we
								will change the basic
								interest rate according to
								its fluctuations. Please
								understand in advance that
								your payment amount each
								time may change by this.
								In that case we will send
								you new Loan Payment
								Plan Details.
								Also as we will not contact
								you upon each deduction,
								please store this document
								safely .
								(If you have any question,
								please contact the
								person in charge.)

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