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EXHIBIT 10
(a)
Private &
Confidential
Dated: August 8, 2004
ITS Networks Inc. (1)
And
Volim B.V. (2)
Bridge Loan
Agreement
English Version under Dutch
Law
THIS
AGREEMENT is dated
August 8, 2004 and is made BETWEEN:
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(1)
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ITS Networks
Inc., incorporated under the laws of Florida, United States of
America, having its registered office at 1200 South Pine Island
Road, Plantation, Florida 33324 (hereinafter "
ITSN ") and represented in this act by Gustavo
Gomez, President of the Company and with contact address C/ Severo
Ochoa 28, 9’th floor, Marbella, 29600 Malaga,
Spain;
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(2)
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VOLIM Holding
B.V. a Dutch registered company with offices at Dorpstraat 1, 3611
AD OUD Zuilen, The Netherlands (hereinafter "
VOLIM ") and represented in this act by Mr. L.L.M.
Vehmeijer, of Dutch nationality, with the same contact address as
above (hereinafter "VEHMEIJER" ).
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WHEREAS
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a)
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ITSN is in an
expansion phase for which it needs approximately 3 million euros,
euros which will arrive via Europartners Company Ltd. which have
just signed an investor to inject up to 5 million Euro into ITS
Networks.
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b)
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The parties
have reached an agreement to help provide a bridge loan until the
necessary funds arrive to fund the expansion of ITSN.
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c)
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Such Bridge
financing is the subject of this agreement and will be effected
through VOLIM lending to the Company in the form
of a short term bridge loan for an amount of EUR 50,000 on the
terms as set out herein;
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NOW IT
IS HEREBY AGREED as
follows:
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1.
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Conditions of Cash Injection
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On the date
hereof, the parties will enter into the Bridge Loan Agreement based
upon which VOLIM will provide a cash injection of
EUR 50,000 on August 9, 2004 directly to the Company’s
Spanish Bank Account in Madrid for which Volim will receive
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