PRIVATE & CONFIDENTIAL
DATED : JUNE 6, 2005
TELECONNECT INC.
(1)
AND
Geeris Holding Nederland B.V (2)
BRIDGE LOAN AGREEMENT
ENGLISH VERSION UNDER DUTCH LAW
<PAGE>
THIS AGREEMENT is dated June 6, 2005 and is
made BETWEEN:
(1) TELECONNECT 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 "TC") and represented in
this act
by
Gustavo Gomez, President of the Company and with contact
address:
Parque Tecnologico de Andalucia (PTA), Edif. Estepona. Malaga
Business
Park
2, C/ Severo Ochoa, n(0) 16-20, 1(a), Campanillas, Malaga,
28590,
Spain.
(2) Geeris Holding
Nederland B.V., incorporated under the laws of Holand, and
having registered offices at Helvoirtseweg 146, Postbus 317, 5260
AH
Vught The Netherlands, (HEREINAFTER GEERIS") and represented in
this act
by
Mr Leonardus R.M. Geeris of age, married, of Dutch nationality
with
passport number N70986464 and domiciled at Zandpad 29, 3601 NA
Maarsen
The
Netherlands
WHEREAS
(A) ITSN is in an
expansion phase for which it needs approximately 2 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 TC.
(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
June
8, 2005 directly to the Company's Spanish Bank Account in Madrid
for
which GEERIS will receive 2,000,000 shares:
Beneficiary: ITS
NETWORKS INC.
Bank name:
BBVA EMPRESAS
C/
Serrano 32, Madrid
28001 Madrid Spain
Tel: 0034 91
