EXHIBIT 10.1
to
INTEGRATED DATA CORP FORM 10-QSB FOR THE QUARTER ENDED SEPTEMBER 30, 2006
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INTEGRATED DATA CORPORATION
3422 Old Capitol Trail, Suite 741
Wilmington, DE 19808-6192 USA
30 July 2007
Montana Land Resources Ltd.
Attn: Mr. John Mittens & Ms. Angela Bravo, LLB
Directors & Co-Owners
1st Floor, 146 Buckingham Palace Road
London SW1W 9TR
United Kingdom
Subject: 'Letter of Offer' to Provide Montana Land Resources Ltd. a
Convertible Loan Facility of up to US$4M
Dear Ms. Bravo and Mr. Mittens:
Please accept this letter as Integrated Data Corp's (IDC) irrevocable offer
to provide, subject to the general terms and conditions herein, an ongoing
Convertible Loan Facility of up to Four Million US Dollars (US$4,000,000) to
be utilized in defraying the general costs of Montana Land Resources (MLR)
land and resort development interests in the Bahamas (the "Letter of Offer").
This offer will lapse in its entirety if not accepted in writing by MLR on or
before 15 August 2007.
Loan Facility General Terms and Conditions
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1. All currency shall be expressed as United States Dollars (US$).
2. Upon acceptance of this Letter of Offer, IDC (the "Lender") shall provide
MLR (the "Borrower") with an initial drawdown against this Loan Facility in
the amount of One Million Four Hundred Thousand US Dollars (US$1,400,000)
under the terms and conditions set forth herein.
3. At the sole discretion of IDC and upon request from MLR, IDC may loan MLR
up to an additional Two Million Six Hundred Thousand US Dollars
(US$2,600,000) under the terms and conditions set forth herein.
4. A One Percent (1%) Loan Facility Fee of $40,000 shall be deducted by IDC
from the initial drawdown against this Loan Facility.
5. Interest on the Loan Facility shall be payable monthly in arrears
("Interest Period"), calculated on a Ten Percent (10%) annual interest basis
and based on the total outstanding amount at the end of each Interest Period.
Accrued interest shall be deducted from any and all drawdown requests prior
to distribution of the requested funds.
6. The total of the IDC loans and any accrued interest shall be repayable
within 5 working days in the event that:
a. the net asset value of MLR falls below all MLR outstanding
liabilities including the loan balance owed IDC under this Loan
Facility; or
b. MLR becomes insolvent.
7. The IDC loans under this Loan Facility shall not be subordinate to any
other existing or future loans obtained by MLR.
8. Unless agreed to in writing by both parties, this Loan Facility shall
terminate one (1) year after the initial drawdown by MLR (the "Termination
Date"). MLR shall repay the outstanding loan balance, including accrued
interest, within 15 days of the Termination Date.
9. At any time prior to the Termination Date and at IDC's sole discretion,
IDC shall have the right to convert, on a pro rata basis and after
acquisition of free and clear ownership to the land identified as Snow Bay
Peninsula and any access now owned or under agreement by MLR to Snow Bay
Peninsula on the island of San Salvador in the Bahamas through MLR's wholly-
owned subsidiary, Columbus Island Ltd., up to a Twenty Percent (20%) equity
interest in MLR.
10. MLR shall pledge the following as security for any and all loans through
this Loan Facility:
a. the refundable One Million US Dollar (US$1,000,000) cash deposit for
Snow Bay Peninsular now in escrow; and
b. The equity of Montana Marine Services Ltd, operators of Sumner Point
Marina on the island of Rum Cay in the Bahamas and its positive cash
flow.
Please return a copy of this letter, duly executed by an authorized officer
of MLR, to signify MLR's acceptance of the terms and conditions of this
Letter of Offer in their entirety.
Note that IDC shall be required to make a public statement following the
issue of this offer.
Very truly yours,
/s/David C. Bryan
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David C. Bryan
President
Accepted and agreed to:
MONTANA LAND RESOURCES LTD.
By: /s/Angela M. Bravo
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Angela M. Bravo, LLB
Director