Exhibit 10.62
Translated From Japanese
MEMORANDUM
H Capital (Hereinafter The Creditor) and SG Telecom, Inc.,
(Hereinafter The
Debtor) and INFORIDGE, Inc. (Hereinafter INFO) IA Partners, Inc.
(Hereinafter
IA), Global Hotline, Inc. (Hereinafter GHL), Hideki Anan
(Hereinafter a Joint
Guarantor), Kyo Nagae (Hereinafter The Joint Guarantor), Nobuyuki
Igarashi
(Hereinafter a Joint Guarantor), and Mamoru Okemoto (Hereinafter a
Joint
Guarantor) have signed this Memorandum concerning the Loan
Agreement
(Hereinafter The Agreement) that was signed among The Creditor and
The
Guarantors on February 25, 2009.
Article 1 (The feasible amount)
The Creditor has deliberately examined the situations of business
progress with
The Debtor, INFO, IA, GHL, and then determined to consider loaning
them up to
300 million yen with The Agreement signed on February 25, 2009 as
the first
phase of the loan execution. But, if any party violates this
Agreement or this
Memorandum, this does not apply.
Article 2 (The declaration of facts)
1. The Debtor, INFO, IA, GHL, and The Joint Guarantors, as of
February 25,
2008, declared that none of INFO, IA, nor GHL
has unlisted liability.
2. The Debtor, INFO, IA, GHL, and The Joint Guarantors
declared that neither of
The Debtor nor INFO had liability with interests
and that they were not
guaranteeing any liability of any third party,
as of March 2nd, 2009 when
they repaid to Sumitomo Mitsui Bank.
Article 3 (Entrusting of accounting procedure)
The Debtor, INFO, IA, GHL, and The Joint Guarantors shall, at the
same time as
they sign The Agreement, submit their bankbooks, their officially
registered
seals, and their seals registered with their banks, and entrust all
accounting
procedures of The Debtor, INFO, IA, and GHL with The Creditor.
Furthermore, they
are prohibited from practicing the accounting procedures without
The Creditor's
consent.
Article 4 (Replacement of Directors)
The Debtor, INFO, IA, GHL, and The Joint Guarantors have agreed,
concurrently
with their signing The Agreement, that majority of the directors of
The Debtor,
INFO, IA, GHL shall be replaced with the people that The Creditor
