EXHIBIT 2.3
DATED 18TH MARCH 2005
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(1) XCEL CORPORATION LIMITED
AND
(2) PASCALL ELECTRONICS LIMITED
AND
(3) PASCALL ELECTRONIC (HOLDINGS) LIMITED
_______________________________________________
LOAN AGREEMENT
________________________________________________
THOMAS
EGGAR
76 Shoe Lane
London
EC1M 3JB
Tel: 0207 842 0000
Fax: 0207 842 3903
THIS LOAN AGREEMENT is made the 18th day of March 2005
BETWEEN
(1) XCEL CORPORATION LIMITED the registered office of which is at Brunswick
Road, Cobbs Wood, Ashford, Kent TN23 1EB and the company registration
number of which is 1969006 (`THE LENDER') and
(2) PASCALL ELECTRONICS LIMITED the registered office of which is at c/o
Intelek Plc, PO Box 25, Swindon, Wiltshire, SN3 4TR and the company
registration number of which is 1316674 (`PEL')
(3) PASCALL ELECTRONIC (HOLDINGS) LIMITED the registered office of which is
at c/o Intelek Plc, PO Box 25, Swindon, Wiltshire, SN3 4TR and the
company registration number of which is 1756274 (`PEHL')
WHEREAS:
(a) Intelek Properties Limited ("IPL") has made various inter-company loans
to both PEHL and PEL (together referred to in this agreement as the
"BORROWERS") which at the date of this agreement stand in excess of
(pound)1,600,000 (the "DEBT").
(b) The Lender has been in negotiations with IPL who has agreed that in
consideration of the Lender agreeing to purchase the entire share
capital of PEHL that IPL will accept from the Borrower on behalf of the
Borrowers the sum of (pound)1,600,000 as a full and final discharge of
the Debt.
NOW IT IS AGREED as follows:
1. AGREEMENT FOR ADVANCE
The Lender agrees to lend to the Borrowers the sum of ONE MILLION SIX
HUNDRED THOUSAND POUNDS STERLING ((pound)1,600,000) ("LOAN") upon the
terms, conditions and provisions of this agreement.
2. REPAYMENT OF THE DEBT
The Borrowers hereby authorise the Lender to pay the Loan directly to
IPL on behalf of the Borrowers and the Borrowers shall henceforth be
indebted to the Lender in respect of the Loan in the same proportion as
their proportionate indebtedness in respect of the Debt.
3. REPAYMENT OF LOAN
In consideration of the Lender agreeing to make the Loan the Borrowers
undertake to repay the Loan to the Lender free from any legal or
equitable right of set-off on demand together with all costs, charges,
expenses and liabilities paid and incurred by the Lender (whether
directly or indirectly) in relation to this agreement.
4. BORROWERS' REPRESENTATIONS AND WARRANTIES
The Borrowers each represent and warrant to the Lender that the
execution of and the observance and performance of their obligations
under this agreement do not and will not contravene any charge,
mortgage, lease, loan facility or other agreement nor any of the
provisions of their respective Memorandum and Articles of Association.
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5. DEMANDS AND NOTICES
5.1 A demand or notice by the Lender under this agreement shall be deemed
to have been properly served on a Borrower if served personally on any
one of the directors or the secretary of the Borrower or by first class
letter post, telex or fax addressed to the Borrower at or by delivery
to its registered office or at any of its principal places of business
and service shall be deemed to be effected:
5.1.1 at 10 am on the second business day immediately following the
day of posting if given by first class letter post
irrespective of the time or date of actual delivery or of lack
of delivery,
5.1.2 when dispatched if given by telex or fax, and
5.1.3 when left at the property concerned if delivered by hand.
5.2 The methods of service described in this clause are in addition and
without prejudice to any other method of service prescribed or
permitted by law.
6. GENERAL PROVISIONS
6.1 Each of the provisions of this agreement is severable and distinct from
the others and if at any time one or more of such provisions is or
becomes invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not be affected or
impaired.
6.2 Unless the context otherwise requires the singular includes the plural
and vice versa, references to persons include references to firms
companies or corporations and vice versa, and references in the
masculine gender include references in the feminine or neuter genders
and vice versa and the expressions `the Borrower' and `the Lender'
include their respective successors and assigns whether immediate or
derivative and where appropriate the survivors or survivor of them.
6.3 All agreements, undertakings, representations and warranties given or
implied in this agreement by more than one person shall be deemed to
have been given jointly and severally by those concerned.
6.4 The clause headings do not form part of this agreement and shall not be
taken into account in its construction or interpretation.
6.5 Any reference to a clause or a paragraph or a schedule is to one in
this agreement so numbered or named.
6.6 This agreement shall be governed by and construed in accordance with
English law and the courts of England are to have jurisdiction to
settle any disputes which may arise out of or in connection with this
agreement but nothing in this clause shall limit the Lender's right to
take proceedings against the Borrower in any other court of competent
jurisdiction, nor shall the taking of proceedings in one or more
jurisdictions preclude the taking of proceedings in any other
jurisdiction, whether concurrently or not.
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IN WITNESS whereof the parties hereto have executed this agreement as a deed the
day and year first above written:
SIGNED as a deed by )
XCEL CORPORATION LIMITED )
acting by its director )
and secretary or two directors)
Director.../s/ Graham J. Jefferies
Director/Secretary.../s/ For and on behalf of Thomas Eggar Secretaries Limited
SIGNED as a deed by )
PASCALL ELECTRONICS LIMITED )
acting by its director )
and secretary or two directors)
Director.../s/ Ian Duncan Brodie
Director/Secretary.../s/ Kevin Neil Edwards
SIGNED as a deed by )
PASCALL ELECTRONIC (HOLDINGS) LIMITED)
acting by its director )
and secretary or two directors )
Director.../s/ Ian Duncan Brodie
Director/Secretary.../s/ Kevin Neil Edwards
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