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EXHIBIT 10.37
REVOLVING LINE OF CREDIT AGREEMENT
WHEREAS EL MORO FINANCE LTD., a Tortola, British Virgin Islands registered
company ("El Moro"), of Pasea Estate, Road Town, Tortola, B.V.I.; and
WHEREAS CYBEROAD.COM, (ISLE OF MAN) LIMITED, an Isle of Man registered company
("CIOM"), of International House, Castle Hill, Victoria Road, Douglas, Isle of
Man; and
WHEREAS ECOMM RELATIONSHIP TECHNOLOGIES (ISLE OF MAN) LIMITED, and Isle of Man
registered company, ("EIOM") of International House, Castle Hill, Victoria
Road, Douglas, Isle of Man; and
WHEREAS CYBEROAD.COM CORPORATION, a Florida based corporation ("Cyberoad") with
its head office at Oficentro Sabana Sur, Edificio 7, 5 Pesa, San Jose, Costa
Rica; and
WHEREAS KAZOOTEK.COM TECHNOLOGIES INC., a British Columbia corporation
("Kazoo"), of suite 620, 1380 Burrard Street, Vancouver, BC, V6Z 2H3; and
WHEREAS SYSTEMAS DE INFORMACION TECHNELOGICA S.I.T. S.A., a Costa Rica
registered company; and INFORMACION TECHNELOGICA CANADIENSE S.A., a Costa Rica
registered company, ("SIT and ITC", respectively), of Grupo Professional
Multidisciplinario, Apartado 290-2120, San Jose, Costa Rica;
HEREBY AGREE TO THE FOLLOWING RECITALS, TERMS AND CONDITIONS, AND ENTER INTO
THIS AGREEMENT AS OF THE 10TH DAY OF DECEMBER, 1999;
RECITALS
For consideration, security and interest paid, El Moro, hereby agrees to
provide to Cyberoad's 100% owned subsidiary CIOM, hereinafter referred to as
the "Cyberoad Group" collectively, a revolving line of credit in the amount of
U.S.$500,000.00, available as of the date first written above.
TERMS & CONDITIONS
1. El Moro will make available to the "Cyberoad Group", a revolving line of
credit in the amount of U.S.$500,000.00, as of December 10, 1999, for a
full-term of 5 years from the date of entitlement as set out in item 11
below. Such amount can be
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increased at any time under the same terms and conditions herein at the
sole discretion of El Moro.
2. Notice of foreclosure can be issued by El Moro only upon 2 consecutive
months or 60 days of non-payment by the Cyberoad Group, as outline herein,
and such notice must be provided by 30 days written notice to the Cyberoad
Group as set out in item 16 below.
3. Such line of credit will be administered from Swiss representative office,
Todistr.51, PO Box 1059, CH-8039 Zurich.
4. Such line of credit will not be subject to penalties or any additional
provisions other than as provided for in this Agreement, including but not
limited to, penalties for early payment or for non-use of funds.
5. This Agreement is binding and in full-effect as of December 10, 1999 and is
governed by the laws of British Columbia, Canada.
CONSIDERATION
6. The Cyberoad Group, upon advance of funds only, agree to provide to El Moro
interest payments of a compounded annual rate of 10% of the funds advanced
per annum only, or compound annual interest payments of prime (Switzerland)
+ 2 of the funds advanced, per annum only, for the first year of
instatement of the revolving line of credit, due and payable on the first
day of every month.
7. The Cyberoad Group, upon completion of the first year of instatement of the
revolving line of credit, agree to provide to El Moro interest as described
in item 4 above plus principal payments, due and payable on the first day
of every month.
8. In the case of missed interest or principle payments or any portion
thereof, the Cyberoad Group agrees to provide to El Moro, standard interest
payments on any outstanding amounts due and payable.
9. The Cyberoad Group agrees to furnish to El Moro, as additional
consideration for the open revolving line of credit, an unrestricted, open
source code license to all software developed by the Cyberoad Group,
specifically Cyberoad.com (Isle of Man) Limited and Ecomm Relationship
Technologies (Isle of Man) Limited, for up to two years after the revolving
line of credit is converted or repaid in full. This source license is
unrestricted in any way, but specifically includes the right to use the
software, extend it and sublicense it to an unlimited number of
sub-licensees
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without any future payments of any kind to the Cyberoad Group. Such
extensions becoming the exclusive property of El Moro; and
10. The Cyberoad Group agrees to allow El Moro, to independently enter into a
development agreement with Kazootek, for any future development needs
related to extending the open source license.
11. Kazootek agrees that it will enter into a development agreement with El
Moro, as set out in item 10 above, at the sole discretion of El Moro and
that it will act as trustee for the entire term of this agreement, for the
source code, both now and for all subsequent code developed on behalf of
the Cyberoad group until the end of this agreement as set out in 9 above.
12. The Cyberoad Group and El Moro hereby acknowledge and accept that the
terms and conditions of this agreement do not "kick-in" unless funds are
actually advanced to the Cyberoad Group. Execution of this Agreement does
not indicate entitlement to the terms and conditions as set forth above.
Upon advancement of funds, the entitlement date for the terms and
conditions set forth above, will be the date the funds are issued, and are
hereby referred to as the "Entitlement Date".
SECURITY
13. The Cyberoad Group also agrees to provide to El Moro as security for the
revolving line of credit, transfer of 100% ownership of SIT and ITC
collectively and their assets, and will furnish to El Moro the shares of
such companies, to be held in trust subject to repayment or conversion
provisions, by: EH & P Investments AG, Burglistrasse 6 PO Box CH-8027.
Zurich, Switzerland.
14. In the event of foreclosure, the above mentioned security shall become
forfeited to El Moro, in full, upon furnishment of written notice of not
less than 30 days by El Moro, of their intent to foreclose.
EXECUTION IN COUNTERPART
14. This instrument may be executed in counterpart by the parties hereto, in
as many counterparts as may be necessary, and each instrument shall be
deemed to be an original. Such counterparts together shall constitute one
and the same instrument, and shall bear the date first written above.
JURISDICTION OF GOVERNING LAW
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15. This agreement is subject to the laws of the Province of British Columbia,
Canada and is binding on all parties.
NOTICES
16. Addresses, for all parties, for delivery of all notices, shall be as set
out and described in full, above.
CONVERSION
17. The Cyberoad Group agrees that at the sole discretion of El Moro, any
outstanding monies owing for a period of 2 consecutive months or 60 days,
can be converted into freely-traded shares in the parent company,
Cyberoad.com Corporation, at current market prices as at the date first
written above, Dec 10th, 1999 plus the maximum discount allowed under
existing Securities and Exchange Act rules and regulations.
HEREBY ACKNOWLEDGED AND AGREED TO THIS 10TH DAY OF DECEMBER, 1999 BY AND
BETWEEN:
EL MORO FINANCE LTD. CYBEROAD.COM (ISLE OF MAN)
LIMITED
/s/ KAY-LINDA RICHARDSON /s/ JOHN COFFEY
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Kay-Linda Richardson, John Coffey,
Director Director
ECOMM RELATIONSHIP TECHNOLOGIES KAZOOTEK.COM TECHNOLOGIES
(ISLE OF MAN) LIMITED INC.
/s/ DAVID HARRIS /s/ CORINNA JEYS
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David Harris, Corinna Jeys,
Director Director
SIT AND ITC CYBEROAD.COM CORPORATION
/s/ JOHN COFFEY /s/ JOHN COFFEY
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John Coffey, John Coffey,
Director President