Exhibit 10.66
Translated from Japanese
LOAN AGREEMENT
Date of the loan: April 24, 2009
Creditor: H Capital, Inc.
1-2-31
Oyamadai, Setagaya-ku, Tokyo
Naoto
Tonosaki, Representative Director
Money Loan: Y90,000,000.
This agreement is jointly guaranteed loan agreement. We have
received and
borrowed the above amount of money. We will faithfully execute each
and all of
the following clauses.
Debtor:
[Seal] Kyo Nagae, 2-26-8 Nakai, Shinjuku-ku,
Tokyo [Seal]
Joint guarantors:
[Seal] SG Telecom, Inc., 11F Nishi-Shinjuku Showa
Bldg., 1-13-12
Nishi-Shinjuku, Hideki Anan, CEO [Seal]
[Seal] Global Hotline, Inc., 11F Nishi-Shinjuku
Showa Bldg., 1-13-12
Nishi-Shinjuku, Hideki Anan, CEO [Seal]
[Seal] Inforidge, Inc., 11F Nishi-Shinjuku Showa
Bldg., 1-13-12
Nishi-Shinjuku, Hideki Anan, CEO [Seal]
[Seal] IA Partners, Inc., 11F Nishi-Shinjuku
Showa Bldg., 1-13-12
Nishi-Shinjuku, Hideki Anan, CEO [Seal]
1. Outline of the Loan
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Payment due and payment method: Due on
May, 15, 2009 in lump sum.
Interest payment method: Interest payment
is due on the same date as the
principal.
Interest rate: 15% per year; Delayed
interest rate: 21.900% per year.
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2. Calculation method of the interest:
Residual principal x 15% x (days of loan
duration / 365)
3. Payment methods and payment venues:
Monthly installment shall be brought to
the lender's bank, or
remitted/transferred to the bank account
that it specifies, or by
registered cash mail. The payment shall be
considered to have been
completed at the point on the day it has
actually entered the account
(limited to the bank's business hours).
Fees pertaining to the payment
shall be on the payers.
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4. Allocation Priority of the payment:
The monthly payment shall be allocated to
the following in this order:
Delinquent charge, interest, and
principal.
5. Overdue interest (Delayed interest)
Overdue interest (Delayed interest) shall
be calculated by the formula:
Principal to be paid on the due date x
Delayed interest rate x (overdue
days / 365)
6. Pledged collateral:
(1) If the collateral has been
transferred and thus name transfer becomes
necessary,
the debtor and joint guarantors shall soon corporate for
the name
transfer of the collateral that has been pledged.
(2) The debtor and the joint
guarantors shall not contest to selling the
pledged
collateral in case the benefit of time has been lost by
Article 8.
The methods of sales, timing, and buyer(s) shall be rightly
left to the
lender's discretion. If the sales turn out to be short of
the credit
amount, the shortage shall soon be paid back. Also, the
sales shall
be allocated in accordance with Article 4.and if any
surplus
occurs as a result of the sales, the surplus shall soon be
paid back to
the debtor.
(3) Concerning the pledged shares
that have been transferred, procedure
and
documents, minutes of the board meetings, the certificate of
Seal
registry,
and others that are necessary for overwriting the shares,
shall be
soon provided.
(4) Concerning the transfer of the
credits, the debtor and the joint
guarantors
shall cooperate with the creditors in its procedure after
acknowledging each wording of the transfer agreement, and also
for
smooth
transfer as well.
7. Notice and report:
(1) If any change has been made to
the seal, name, trade name, name of the
director,
address, office address, contact numbers, e.g. home and/or
mobile phone
numbers, or other already notified items, the lender will
be informed
without delay.
(2) If the lender requests
information on financial, business, and/or
operational
status, it will be immediately reported and convenience
necessary
for the investigation will be provided.
(3) In the case any material change
has occurred or is anticipated to
occur to
financial, business, and/or operational status, the lender
will be
reported immediately even without its request.
8. Acceleration:
If either the debtor or any of the joint
guarantors has occurred to any of
the following, without the lender's notice
or claim or other procedure, the
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