Exhibit 10.11
LOAN AGREEMENT
THIS LOAN AGREEMENT (This "Agreement") date July 27, 2000, is made between;
(1) ASIA PROPERTIES, INC. a company organized and existing under the laws of the
United States of America and having a contact address at ▇▇/▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ (the "Borrower") and
(2) ▇▇▇▇▇▇▇▇ LIMITED, a company registered in the British Virgin Islands, with
IBC number 291245 and a registered office address at Akara Building, ▇▇ ▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ Cay 1, Road Town, Totola, British Virgin Islands (the
"Lender").
WHEREAS, the Borrower wishes to obtain funds for working capital of the company
and the Lender is willing to make a loan to the Borrower in the amount of US$
97,000.00 (Ninety seven thousand U.S. dollars only) subject to the terms and
conditions of this Agreement (the "Loan").
NOW THEREFORE, the parties here to agree as follows:
SECTION 1: THE LOAN
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The lender agrees, subject to the terms and conditions of this Agreement, to
make a loan to the Borrower for the sole purpose of meeting operational needs.
SECTION 2: INTEREST
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The Borrower agrees to pay interest on the Loan at a rate equivalent to 8% per
annum. Interest on the Loan shall be computed on the basis of 365 days and
actual days elapsed from and including the day of this agreement but excluding
the day of repayment of principal.
SECTION 3: REPAVMENT
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The Borrower agrees to pay the entire amount, comprising the capital and all
interest and charges due thereon immediately upon written demand from the
Lender, subject to section 4 of this agreement. The Borrower shall repay the
Loan in the same currency as it was denominated by the Lender.
SECTION 4: CONVERSION
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In the event that The Borrower is unable (in the opinion of The Borrower) to
repay the Lender in cash, The Borrower agrees to issue the equivalent amount in
common shares of The Borrower, at a conversion rate equivalent to the Share
Purchase and Sale Agreement dated 4th February 2000 between Asia Properties Inc.
and the Shareholders of Northbridge Communities Limited. (US$ 20,260,052 divided
by 4,600,000 is equivalent to US$ 4.41 per share.)
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SECTION 4: AMENDMENT
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Both parties agree that this agreement may be amended if both parties agree to
the amendment.
Both parties understand this Agreement thoroughly, agree that it corresponds to
their intent, and therefore affix their signatures in the presence of witnesses
on the above written date.
ASIA PROPERTIES, INC. ▇▇▇▇▇▇▇▇ LIMITED
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇ St. ▇▇▇▇▇▇▇▇
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Title: President
Date July 27, 2000 Date: July 27, 2000
Witness: _____________________ Witness: ________________