Exhibit 10.1

                                VERBAL AGREEMENT
                        ALEKSEY GAGAUZ WITH TERAFOX CORP.

ALEKSEY   GAGAUZ,   the  sole  officer  and  director  of  TERAFOX  CORP.   (the
"Company")has  verbally  agreed to loan the Company funds  necessary to complete
the  registration  process on Form S-1 and lend funds to implement the Company's
business plan and to help  maintain a reporting  status with the SEC in the form
of a non-secured loan for the next twelve months. The loan is unsecured and does
not bear  interest  nor have a maturity  date or a repayment  provision or other
terms and conditions.



/s/ ALEKSEY GAGAUZ
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ALEKSEY GAGAUZ