Exhibit 10.85
Translated from Japanese
LOAN AGREEMENT
Date of the loan: October 14, 2008
Lender: K.T. Factory, Ltd.
1-4-4 Irifune, Chuo-ku,
Tokyo
Kiyotoshi Aoyama,
Director
Money Loan: Y120,000,000.
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.
[Seal] Debtor: Global Hotline, Inc., 11F Nishi-Shinjuku Showa
Bldg., 1-13-12
Nishi-Shinjuku, Hideki Anan,
CEO
[Seal]
Joint guarantor:
[Seal] Hideki Anan, 3-13-10 Yoyogi, Shibuya-ku,
Tokyo [Seal]
1. Outline of the Loan
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Payment due and payment method: Due on
November, 28, 2008 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:
Principal x 15% x (days in loan duration /
365)
3. Payment methods and payment completion:
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.
Fees pertaining to the payment shall be on
the payers.
4. Allocation 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)
1
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6. Pledged collateral:
(1) Collateral is not specified in the
agreement, however, it assumes it
and provides that the debtor and joint
guarantors shall soon corporate for
altering the name of the ownership of the
collateral that has been pledged,
if the collateral has been
transferred.
(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
total amount of the loan shall be justly
repaid together with the interest
and delayed interest immediately even
before the due.
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