Paygard Inc
London Representative Office
14-16 Regent Street, London, SW1Y 4PH
Miramas Services Ltd
Guernsey
Channel Island
10 July 2003
Dear Sirs,
LETTER AGREEMENT
We write to confirm that Paygard will retain Miramas Services Ltd ("MSL") for a
period of three years to commence 1st October 2003 to provide corporate and
financial advice to Paygard.
In compensation for providing Paygard with these services Miramas will receive
US$ 150,000 (one hundred and fifty thousand United States dollars) per annum
payable monthly in arrears.
In addition in compensation for having introduced World Games Inc to Paygard,
Miramas will be compensated by a further 1.147% flat of the annual net profit
generated by Paygard Inc. Net profit for the purpose of this arrangement will be
calculated in accordance with the formula agreed by Paygard with Pay2 Ltd in the
License Agreement dated 20th March 2003. This arrangement will be in place for
the life of the said License Agreement.
Please confirm your acceptance of these terms by signing the attached copy of
this agreement. We look forward to working with you.
Yours sincerely,
C. P. Gervaise Brazier
Director
Accepted
Miramas Services Ltd
Boston Fidelity Limited
Singapore
Argonaut Associates Ltd
Papabasiliou House
PO Box 27007
70 JF Kennedy Avenue
Nicosia, Cyprus
10 July 2003
Dear Sirs,
MIRAMAS SERVICES LIMITED ("MSL")
PAYGARD INC. ("PAYGARD")
We write with reference to MSL's shareholding in Paygard.
This serves to confirm that in the event that Boston exercises its right to
purchase any or all of MSL's shares in Paygard Boston will offer Argonaut
Associates 50% of said purchase at the same price as Boston acquire them from
MSL. Such offer(s) will be available to Argonaut for 60 days from the date
Boston acquires said shares and Boston undertakes to advise Argonaut forthwith
of any such acquisition.
Yours sincerely,
Stewart McAlpine
As Agent
Boston Fidelity Limited
Singapore
Argonaut Associates Ltd
c/o: Papabasiliou House
PO Box 27007 70
JF Kennedy Avenue
Nicosia, Cyprus
2nd June 2003
Attention: Mr. John Mitchell
Dear Sirs,
We write to confirm arrangements whereby Boston Fidelity Ltd has advanced to
Argonaut Associates a total of US $1,200.000 (one million two hundred thousand
United States dollars).
This loan is interest free and Will be repaid by Argonaut Associates causing
Total Horizon Inc, c/o 8631 Terrnace Drive, El Cerrito, California, CA 04530, to
issue 4,185,000 of its common stock to Boston Fidelity prior to 30th September
2003.
Kindly acknowledge your acceptance of this loan and its terms and conditions set
out in this letter by signing the attached copy of this letter.
Yours sincerely,
Stewart McAlpine
As Agent
BOSTON FIDELITY LIMITED
18 South Street - Mayfair - London W I K 1 DG
Telephone: 020 7499 8521
email: stewartm@ewmgmt.com
Lord Razzall CBE
Argonaut Associates
14-16 Regent Street
London SW1Y 4PH
22 September 2003
Dear Tim
Re: Paygard Inc. / Various Agreements
I have just received the signed 'Accepted' letter agreements between
Interpaytech Ltd. and both Airwaves Consultants Ltd. and Fine Choice Securities
Ltd.
A copy of each is enclosed for your file,
Regards
Yours sincerely
Stewart McAlpine
Interpaytech Ltd
Nicosia, Cyprus
Airwaves Consultants Ltd Tortola British Virgin Islands
Dears Sirs, 10 July 2003
LETTER AGREEMENT
We are writing to confirm Arrangements whereby we have appointed -Airwaves -
Consultants Ltd to act as consultants to Interpaytech Ltd providing management
and marketing services.
By way of compensation Interpaytech will pay Airwaves Consultants Ltd an annual
fee of US $225,000 payable monthly in arrears commencing 1st October 2003.
This arrangement will have a term of 3 years.
Please confirm your acceptance of these terms by signing the attached copy of
this agreement.
Yours sincerely,
J.A, Mitchell
Director
Accepted:
Airwaves Consultants Ltd
Interpaytech Ltd
Nicosia, Cyprus
Fine Choice Securities Ltd
Tortola
British Virgin Islands
10 July 2003
Dears Sirs,
LETTER AGREEMENT
We are writing to confirm arrangements whereby we have appointed Fine Choice
Securities Ltd to act as consultants to Interpaytech Ltd -providing management
and marketing services.
By way of compensation Interpaytech will pay Fine Choice Securities Ltd an
annual fee of US $225.000 payable monthly in arrears commencing I" October 2003.
This arrangement will have a term of 3 years.
Please confirm your acceptance of these terms by signing the attached copy of
this agreement.
Yours sincerely.
J.A. Mitchell
Director
Accepted:
Fine Choice Securities Ltd
Interpaytech Ltd
Nicosia, Cyprus
Fine Choice Securities Ltd
Tortola
British Virgin islands
10 July 2003 Dears Sirs,
LETTER AGREEMENT
We are writing to confirm arrangements whereby we have appointed Fine Choice
Securities Ltd-to act as-consultants to Interpayfech Ltd providing management
and marketing services.
By way of compensation Interpaytech will pay Fine Choice Securities Ltd an
annual fee of US $225.000 payable monthly in arrears commencing 1st October
2003.
This arrangement will have a term of 3 years.
Please confirm your acceptance of these terms by signing the attached copy of
this agreement.
Yours sincerely.
J.A. Mitchell
Director
Accepted:
Fine Choice Securities Ltd
Interpaytech Ltd
Nicosia, Cyprus
Argonaut Associates Ltd
Papabasiliou House
PO Box 27007
70 JF Kennedy Avenue
Nicosia, Cyprus
10 July 2003
Dear Sirs,
LETTER AGREEMENT
We are writing to confirm arrangements -whereby we have appointed Argonaut
Associates Ltd to act as consultants to Interpaytech Ltd providing management
and marketing services.
By way of compensation Interpaytech will pay Argonaut Associates Ltd an annual
fee of US $450,000 payable monthly in arrears commencing I" October 2003.
This arrangement will have a term of 3 years.
Please confirm your acceptance of these terms by signing the attached copy of
this agreement.
Yours sincerely,
J.A. Mitchell
Director
Accepted:
Argonaut Associate
Argonaut Associates Ltd
Nicosia Cyprus
Total Horizons Inc.
8631 Terrnace Drive
El Cerrito, California
CA 04530
2nd June 2003
For the attention of Mr. CP Gervaise-Brazier
Dear Sirs,
We write to confirm arrangements whereby Argonaut Associates Ltd. ("Argonaut")
has advanced to Total Horizon Inc a total of US $1,200,000 (one million two
hundred thousand United States dollars).
This loan is interest free and is repayable in installments of US$ 100.000 per
month commencing 1 October 2003 with the final payment no later than 31 October
2004, or as otherwise agreed in accordance with Total Horizon cashflow.
Kindly acknowledge your acceptance of this loan and its terms and conditions set
out in this letter by signing the attached copy of this letter.
Yours sincerely,
J. A Mitchell
Director