Filed by sedaredgar.com - Intelbahn Inc. - Exhibit 10-1






TERM LOAN AGREEMENT

THIS TERM LOAN AGREEMENT dated the
28th day of May, 2008

BETWEEN:

INTELBAHN INC., with a
registered office address of 314–837 West Hastings Street, Vancouver, British
Columbia, Canada V6C 3N6.

(the “Borrower”) 

AND

GRUPPO TRIMARK MANAGEMENT
CORP., with a registered office address of 3240-666 Burrard Street,
Vancouver, British Columbia, Canada V6C 2X8.

(the “Lender”)

     The Borrower wishes to borrow
from the Lender the sum of FIVE HUNDRED AND FIVE THOUSAND DOLLARS ($505,000.00
CDN) for the purposes set forth in Schedule "A" (the "Purposes").

     The Lender has agreed to lend to
the Borrower the sum of FIVE HUNDRED AND FIVE THOUSAND DOLLARS ($505,000.00
CDN).

NOW THEREFORE the parties agree as follows:

	1) 	
      The Credit

	 	 	 
		a) 	
      The Lender shall, on the terms and conditions of this
      agreement, establish a term credit in favour of the Borrower in the amount
      of FIVE HUNDRED AND FIVE THOUSAND DOLLARS ($505,000.00 CDN) in lawful
      money of Canada (the "Credit").

	 	 	 
		b) 	
      The Credit is made available by the Lender to the
      Borrower to enable the Borrower to carry out the Purposes and the Borrower
      shall use all proceeds advanced under the Credit for the Purposes and for
      no other purpose.

	 	 	 
		c) 	
      Commencing May 28th , 2008, the Lender will
      make available to the Borrower a total of FIVE HUNDRED AND FIVE THOUSAND
      DOLLARS ($505,000.00 CDN) which sum may be drawn down by the Borrower from
      time to time as funds are required in its sole discretion but in no event
      shall the Borrower draw down more than $50,000.00 in any one calendar
      month. The Borrower shall request additional funds by delivery of notice
      in writing to the Lender on a monthly basis and the Lender shall deliver
      such funding within 20 days from the date of such
notice.



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		d) 	
      The Credit will be available for a period of 5 years from
      the date of execution of this Agreement (the “Credit Term”).

	 	 	 
		e) 	
      Interest shall accrue on all sums drawn down from the
      Credit at the rate of 3.98% per annum and shall be due and payable on May
      28th of each year during the term of this agreement.

	 	 	 
	2) 	
      Repayment of the Credit

	 	 	 
		a) 	
      The Borrower shall repay the sum of FIVE HUNDRED AND FIVE
      THOUSAND DOLLARS ($505,000.00 CDN) or such portion as is from time to time
      advanced by the Lender together with any outstanding interest as provided
      in this agreement to the Lender as follows:

	 	 	 
			
      i) 
	on expiration of the Credit Term.
	 	 	 
		b) 	
      All advances under the Credit shall be evidenced by a
      promissory note of the Borrower substantially in the form of the
      promissory note attached to this agreement as Schedule "B" (the
      "Promissory Note").

	 	 	 
		c) 	
      The Borrower shall have the privilege when not in default
      in any of its obligations contained in this agreement on thirty days
      written notice, but without premium or penalty, of prepaying all or any
      part of the moneys advanced pursuant to the Credit.

	 	 	 
	3) 	
      Conversion Rights

	 	 	 
		a) 	
      At the option of the Lender, the Lender shall have the
      right at any time during the Credit Term, without payment of any
      additional consideration, to convert the full Credit amount outstanding
      into common stock of the Borrower based on a conversion price of $0.05
      CDN. which conversion price remains constant regardless of the number of
      issued and outstanding common shares at the time of conversion.

	 	 	 
		b) 	
      All interest accrued up to the point of conversion shall
      be paid at time of conversion.

	 	 	 
		c) 	
      The current issued and outstanding number of common stock
      of the Borrower is 17,875,000.

	 	 	 
	4) 	
      Conditions Precedent

	 	 	 
		
      The Borrower acknowledges that the Lender shall not be
      called on to make any advance under the Credit until the following
      conditions precedent have been fulfilled:

	 	 	 
		a) 	
      No event of default, as set out in paragraph 8 of this
      agreement, shall have occurred and be continuing.



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		b) 	
      The Borrower shall have furnished to the Lender copies of
      resolutions of the Board of Directors of the Borrower in a form
      satisfactory to the Lender authorizing the borrowing contemplated by this
      agreement, the execution and delivery of this agreement and the security
      set forth in paragraph 4 of this agreement, all certified by the secretary
      of the Borrower or another authorized officer of the Borrower.

	 	 	 
	5) 	
      The Security

	 	 	 
		
      As a continuing collateral security for the payment of
      all advances made under the Credit and interest and all other moneys
      payable pursuant to this agreement the Borrower shall execute and deliver
      to the Lender the following, all in form and content satisfactory to the
      Lender:

	 	 	 
		a) 	
      the Promissory Note.

	 	 	 
	6) 	
      Representations and Warranties of the
    Borrower

	 	 	 
		
      The Borrower represents and warrants to the Lender
      that:

	 	 	 
		a) 	
      The Borrower is a corporation legally incorporated, duly
      organized and validly existing, in good standing under the laws of the
      jurisdiction of its incorporation and is qualified to carry on its
      business in all jurisdictions where the nature of its business or the
      character of its properties make such qualification necessary.

	 	 	 
		b) 	
      The borrowing of money by the Borrower and the execution,
      delivery and performance of this agreement and the security set forth in
      paragraph 4 of this agreement are within the corporate powers and
      capacities of the Borrower and have been duly authorized by proper
      corporate proceedings.

	 	 	 
		c) 	
      There are no actions, suits or proceedings pending or to
      the knowledge of the Borrower threatened against or adversely affecting
      the Borrower in any court or before or by any federal, provincial,
      municipal or other governmental department, commission, board, bureau or
      agency, Canadian or foreign which might materially affect the financial
      condition of the Borrower or the title to its property or
assets.

	 	 	 
		d) 	
      The execution and delivery of this agreement, the
      consummation of the transactions contemplated by this agreement, the
      execution and delivery to the Lender of the security set forth in article
      4 of this agreement, and the compliance with the covenants, terms,
      provisions and conditions of this agreement will not conflict with or
      result in a breach of any of the terms or provisions of the constating
      documents or by-laws of the Borrower, any resolution of the directors or
      shareholders of the Borrower, any laws of Canada, or the Province of
      British Columbia, governing the Borrower, or any agreement or instrument
      to which the Borrower is now a party or which purports to be binding on
      the Borrower or its property and assets.



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		e) 	
      This agreement and all other deeds, documents or
      instruments to be delivered pursuant to this agreement will, when executed
      and delivered, constitute valid and binding obligations of the Borrower
      enforceable against it in accordance with their respective terms, except
      as may be limited by other deeds, documents or instruments delivered
      pursuant to this agreement, or by applicable bankruptcy, reorganization,
      insolvency, moratorium and other laws affecting the enforcement of
      creditors' rights.

	 	 	 	 
		f) 	
      The borrowing of money under this agreement and the
      execution and delivery of this agreement do not require the consent or
      approval of, or registration of any other party including shareholders of
      the Borrower.

	 	 	 	 
		g) 	
      All balance sheets, earnings statements and other
      financial data, which have been or shall be furnished to the Lender to
      induce the Lender to enter this agreement or otherwise in connection with
      this agreement have been or will be prepared in accordance with generally
      accepted accounting principles (which means, with respect to the Borrower,
      generally accepted accounting principles consistently followed through
      prior fiscal periods as given effect to in previous audited financial
      statements of the Borrower) and do or will fairly present the financial
      condition and the results of the operations of the Borrower, and all other
      information, certificates, schedules, reports and other papers and data
      furnished by the Borrower are or will be at the time they are so
      furnished, accurate and complete in all material respects.

	 	 	 	 
		h) 	
      No material adverse change has occurred in the business
      or condition of the Borrower since May 1, 2008.

	 	 	 	 
		i) 	
      The Borrower has good and marketable title to all its
      property and assets free and clear of any mortgage, charge, pledge, lien
      or other encumbrance.

	 	 	 	 
	7) 	
      Affirmative Covenants

	 	 	 	 
		a) 	
      The Borrower covenants with the Lender that so long as
      any amounts advanced under the Credit together with interest remain
      outstanding it will deliver to the Lender:

	 	 	 	 
			i) 	
      As soon as practicable and in any event within forty-five
      days after the end of each quarter-yearly period (including the last
      quarter-yearly period in each fiscal year) commencing with the quarter
      period ending April 30, 2008, an unaudited financial statement of the
      Borrower for that period including a statement of profit and loss for the
      quarter-year, and a balance sheet of the Borrower as at the end of the
      quarter-year, setting forth in each case in comparative form, figures for
      the corresponding period in the preceding fiscal year, all in reasonable
      detail and certified by an officer of the Borrower subject in each case to
      change resulting from year-end adjustments;

	 	 	 	 
			ii) 	
      As soon as practicable and in any event within ninety
      days after the end of each fiscal year, the financial statements of the
      Borrower prepared in accordance with



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      generally accepted accounting principles, including the
      statement of profit and loss of the Borrower for that year, and a balance
      sheet of the Borrower as of the end of that year, setting forth in each
      case in comparative form, corresponding figures from the preceding annual
      audit, together with the auditors' report, all in reasonable detail and
      satisfactory in scope and substance to the Lender;

	 	 	 	 
	 		iii) 	
      Promptly on receipt, copies of any formal detailed
      reports submitted to the Borrower by independent chartered accountants in
      connection with any annual or interim review of the books of the Borrower
      by the auditors of the Borrower;

	 	 	 	 
	 		iv) 	
      Copies of all financial statements, reports and returns
      that the Borrower shall send to its shareholders; and

	 	 	 	 
	 		v) 	
      With reasonable promptness, other financial data as the
      Lender may reasonably request.

	 	 	 	 
	 	b) 	
      It will permit any person designated by the Lender in
      writing to visit and inspect any of the properties, corporate books and
      financial records of the Borrower and to discuss the affairs, finances and
      accounts of the Borrower with the principal officers of the Borrower at
      all reasonable times and as often as the Lender may reasonably
    request.

	 	 	 	 
	 	c) 	
      It will give the Lender prompt written notice of any
      material adverse change in the condition or business of the Borrower,
      financial or other, or of any material loss, destruction or damage of or
      to any property.

	 	 	 	 
	 	d) 	
      It will duly and punctually pay to the Lender, the
      principal, accrued interest and all other moneys payable on the dates, at
      the place, in the moneys and in the manner mentioned in this
    agreement.

	 	 	 	 
	 	e) 	
      It will pay or reimburse the Lender for all costs,
      charges and expenses (including legal fees) of or incurred by the Lender
      in connection with this agreement or any security taken in pursuance of
      this agreement, including all costs, charges and expenses in connection
      with the recovery or enforcement of payment of moneys advanced under the
      Credit, together with interest at the rate set out in paragraph 1(e) of
      this agreement.

	 	 	 	 
	 	f) 	
      It will maintain at all times proper records and books of
      account and make true and correct entries in the records of all dealings
      and transactions relating to its business.

	 	 	 	 
	 	g) 	
      It will do, observe and perform all of its obligations
      and all matters and things necessary or expedient to be done, observed or
      performed under any law or regulation of Canada, the Province of British
      Columbia, or any other province where its assets may be located, or any
      municipality, for the purpose of creating and maintaining the security
      provided for in this agreement.



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		h) 	
      It will do all acts that are necessary to maintain its
      existence under the laws of the jurisdiction of its incorporation and will
      obtain, renew and maintain in full force and effect all authorizations,
      approvals, consents, licences, permits and exceptions as may be required
      to enable it to observe and perform the obligations on its part to be
      performed under this agreement and all agreements and security delivered
      in connection with or incidental to this agreement.

	 	 	 
		i) 	
      It will give the Lender written notice of any event of
      default immediately on the occurrence of such an event.

	 	 	 
		j) 	
      It will give the Lender written notice of the occurrence
      of any material litigation, proceeding or dispute affecting the Borrower
      and will provide to the Lender all reasonable information requested by the
      Lender concerning the status of the litigation, proceeding or
    dispute.

	 	 	 
	8) 	
      Negative Covenants

	 	 	 
		
      The Borrower covenants with the Lender that it will not,
      without the prior written consent of the Lender:

	 	 	 
		a) 	
      Redeem, purchase or otherwise acquire, either directly or
      indirectly any of its shares, or declare or pay any dividend on any of its
      shares of whatever class, or in any other manner make payments to its
      shareholders in any fiscal year of the Borrower except for usual
      remuneration or reimbursement in respect of employment.

	 	 	 
		b) 	
      Lend money to, invest in, or become contingently liable
      by guarantee or otherwise for the obligations of, any person, firm or body
      corporate.

	 	 	 
		c) 	
      Consolidate, amalgamate or merge with any other
      corporation or acquire the shares or assets of any corporation, firm or
      partnership, or sell, lease or transfer or otherwise dispose of all or a
      substantial part of its assets.

	 	 	 
		d) 	
      Enter into or be a party to any contract for the purchase
      of materials, supplies or other property if the contract requires that
      payments for those materials, supplies or other property shall be made
      regardless of whether or not delivery is ever made of the materials,
      supplies or other property.

	 	 	 
		e) 	
      Make sales to an associated corporation except on a cash
      basis and at a price equal to a fair market price, provided that net sixty
      days will be construed as a cash basis for the purposes of this
      paragraph.

	 	 	 
		f) 	
      Enter into any partnership, joint venture or similar
      agreement or arrangement with any other person, firm or
  corporation.



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		g) 	
      Change the general nature of the business of the
      Borrower.

	 	 	 
	9) 	
      Events of Default

	 	 	 
		
      The principal advanced under the Credit and all interest
      payable together with all of the moneys payable pursuant to this agreement
      shall, at the option of the Lender, become immediately due and payable and
      any security held by the Lender for the payment thereof shall, at the
      option of the Lender, become immediately enforceable in each and every of
      the following events:

	 	 	 
		a) 	
      If the Borrower makes default in the repayment of any
      instalment of principal or interest under the Credit when it becomes due
      and payable.

	 	 	 
		b) 	
      If the Borrower fails to perform or observe any of the
      covenants contained in this agreement and any failure shall not be
      remedied within fifteen days following notice being given to the
      Borrower.

	 	 	 
		c) 	
      If any representation, warranty, certificate, statement
      or report made in connection with this agreement or in connection with
      advances under the Credit is false or erroneous in any material
      respect.

	 	 	 
		d) 	
      If any indebtedness of the Borrower for liabilities other
      than to the Lender becomes due prior to the stated maturity date, unless
      and to the extent that the same shall be contested in good faith and by
      appropriate proceedings by the Borrower.

	 	 	 
		e) 	
      If the Borrower becomes insolvent or bankrupt or subject
      to the provisions of the Winding- Up Act, R.S.C. 1985, c. W-11, as
      amended or the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3,
      as amended, or goes into liquidation, either voluntarily or under an order
      of a court of competent jurisdiction, or makes a general assignment for
      the benefit of its creditors or otherwise acknowledges itself
      insolvent.

	 	 	 
		f) 	
      If the Borrower removes any part of its undertaking and
      property and assets out of the Province of Bitish Columbia, other than
      inventory in the process of shipping to customers, or located at or on
      customers' premises.

	 	 	 
		g) 	
      If the Borrower abandons all or any part of its
      undertaking and property and assets or ceases or threatens to cease to
      carry on its business, or threatens to commit any act of
  bankruptcy.

	 	 	 
		h) 	
      If any execution, sequestration, extent, or any other
      process of any court becomes enforceable against the Borrower or if a
      distress or analogous process is levied on the property and assets of the
      Borrower, and the execution, sequestration, extent, distress or process,
      remains unsatisfied for a period as would permit the property or a part of
      it to be sold.

	 	 	 
		i) 	
      If the Borrower shall permit any amount which has been
      admitted is due by the Borrower or



7





			
      is not disputed to be due by it and forms or is capable
      of being made a charge on any of the property and assets of the
      Borrower.

	 	 	 
		j) 	
      If the Lender in good faith believes that the ability of
      the Borrower to pay any of its obligations to the Lender or to perform any
      of the covenants contained in this agreement is impaired or the security
      referred to in this agreement is impaired or is in jeopardy.

	 	 	 
	10) 	
      General

	 	 	 
		a) 	
      The Borrower covenants that it will execute or cause to
      be made, done or executed, all further and lawful acts, deeds, things,
      devices, conveyances and assurances whatsoever for effecting the purposes
      and intent of this agreement as counsel for the Lender shall reasonably
      advise or request.

	 	 	 
		b) 	
      The Lender may from time to time appropriate any moneys
      received by it from the Borrower or from the proceeds of security given by
      the Borrower in or towards payment of the liabilities intended to be
      secured, as it in its sole discretion may see fit and the Borrower shall
      not have the right to require any other appropriation, and it is agreed
      that the taking of a judgment or judgments or any other action or dealing
      whatsoever by the Lender with respect to the securities shall not operate
      as a merger of any debt owing by the Borrower to the Lender or any
      part.

	 	 	 
		c) 	
      Notice to be given shall, save as otherwise specifically
      provided, be in writing addressed to the party for whom it is intended and
      shall not be deemed received until actual receipt by the other party
      except if sent by telex or facsimile, in which case it shall be deemed
      received on the business day next following the date of transmission. The
      mailing, telex and facsimile addresses of the parties shall
  be:




	 	(i) 	As to the Borrower: 
	 	  	           
             314–837 West Hastings Street 
	 	  	           
             Vancouver, British Columbia, Canada V6C 3N6
  
	 	  	  
	 	(ii) 	As to the Lender: 
	 	  	           
             3055 Kingsway 
	 	  	           
             Vancouver, British Columbia, Canada V5R 2J8
  



	 		
      or any other mailing, telex or facsimile addresses as the
      parties from time to time may notify the other.

	 	 	 
	 	d) 	
      This agreement and all other agreements, security and
      documents to be delivered in connection with this agreement shall be
      governed by and construed in accordance with the applicable laws of the
      Province of British Columbia and of Canada.

	 	 	 
	 	e) 	
      This agreement shall be binding on and enure to the
      benefit of the Borrower, the Lender and their respective successors and
      assigns, except that the Borrower shall not, without the
  prior



8





	 		
      written consent of the Lender, assign any rights or
      obligations with respect to this agreement. The Lender may transfer,
      assign or grant participation in its rights and obligations with respect
      to this agreement or any other agreement contemplated to any lending
      institution which it considers to be financially responsible, provided
      that any transfer, assignment or grant shall neither result in any
      additional cost to the Lender nor, without the consent of the Borrower,
      release the Lender from its obligations under this agreement.

	 	 	 
	 	f) 	
      Any provision of this agreement which is or becomes
      prohibited or unenforceable in any jurisdiction shall not invalidate or
      impair the remaining provisions of this agreement which shall be deemed
      severable from the prohibited or unenforceable provision and any
      prohibition or unenforceability in any jurisdiction shall not invalidate
      or render unenforceable that provision in any other
jurisdiction.

	 	 	 
	 	g) 	
      No amendment supplement or waiver of any provision of
      this agreement or any other agreements provided for or contemplated, nor
      any consent to any departure by the Borrower, shall in any event be
      effective unless it shall be in writing and signed by the Lender and then
      the waiver or consent shall be effective only in the specific instance for
      the specific purpose for which it has been given.

	 	 	 
	 	h) 	
      No waiver or act or omission of the Lender shall extend
      to or be taken in any manner whatsoever to affect any subsequent event of
      default or breach by the Borrower of any provision of this agreement or
      the results or the rights resulting from it.

	 	 	 
	 	i) 	
      Time shall be of the essence of this agreement.

	 	 	 
	 	j) 	
      This agreement shall remain in full force and effect
      until the payment and performance in full of all of the Borrower's
      obligations under this agreement.

	 	 	 
	 	k) 	
      This agreement constitutes the entire agreement among the
      parties and cancels and supersedes any prior agreements, undertakings,
      declarations or representations, written or verbal in respect of
  it.



     IN WITNESS WHEREOF the parties
have caused this agreement to be executed by their respective officers duly
authorized.

INTELBAHN INC.

Per: /s/ Christine Kilbourn 
Authorized Signatory

9




GRUPPO TRIMARK MANAGEMENT CORP.

Per: /s/ Signed 
Authorized Signatory

10




SCHEDULE "A"

PURPOSES

     This is Schedule "A" to an
agreement dated as of the 28th day of May, 2008 between Intelbahn
Inc. and Gruppo Trimark Management Corp.

The Borrower shall use all proceeds advanced under the Credit
to: 

	a) 	
      pay for general and administrative operating expenses the
      Borrower may incur and that the Borrower may deem necessary from time to
      time, including office space rent, maintenance, utilities, repairs,
      insurance, professional service fees, office supplies, warehousing
      expenses, call centre expenses and travel expenses;

	 	 
	b) 	
      extend and improve the products marketed by the Borrower,
      paying for expenses related to research and development, product concept
      development, competitive product analyses, participation in industry
      events, evaluation of raw materials, purchases of raw materials, packaging
      design and development, product innovation, technology, formulation,
      organization of focus groups and generation of inventory;

	 	 
	c) 	
      recruit and maintain the employment of staff that the
      Borrower may deem necessary to help carry on its plan of business,
      including employment to provide assistance in daily operations, as well as
      in the areas of research and development, product formulation, product
      testing, marketing, sales, administration, financial support, retail,
      creative and distribution;

	 	 
	d) 	
      develop, test and maintain computer technology to improve
      the efficiency of the Borrower’s internal operations, including product
      development, order management, customer relationship management, direct
      and indirect distribution, direct and indirect customer support, retail
      management, document management and websites operated by the
    Borrower;

	 	 
	e) 	
      design and produce creative materials to promote the
      Borrower’s products and services, and advertise the Borrower’s products
      and services in various channels of media that the Borrower may deem
      appropriate from time to time, including print advertising, web-based
      advertising, television advertising, billboard advertising, promotion
      through public relations, hosting of public events, participation in
      industry tradeshows and direct advertising to consumers;

	 	 
	f) 	
      pay for capital expenditures that the Borrower may deem
      necessary from time to time, including leasehold improvements for the
      Borrower’s offices and retail stores, hardware and software equipment,
      office and store furniture and lab equipment;

	 	 
	g) 	
      pay for such regulatory compliance fees, regulatory
      compliance audits, financial audits, taxes, annual registration fees,
      industry membership fees and trade registration fees that the Borrower may
      deem necessary from time to time or that are required by the Law and/or
      regulatory bodies;

	 	 
	h) 	
      file and maintain international trademark registrations
      and patents for the Borrower as it may deem appropriate from time to
      time;

	 	 
	i) 	
      pay for any expenses associated with carrying out the
      Borrower’s plan of business as approved by the Borrower’s
    shareholders.



11




SCHEDULE "B" 

PROMISSORY NOTE 

$ _____________________ CDN

     For value received, the
undersigned Intelbahn Inc. promises to pay to the order of Gruppo Trimark
Management Corp. (the "Lender"), in lawful money of Canada, the lesser of:

	 	(i) 	
      the principal sum of $__________________ CDN;
  and

	 	 	 
	 	(ii) 	
      the aggregate unpaid principal balance of all advances
      made by the Lender as recorded on the reverse or on any attachment to this
      note with interest on the principal amount calculated as described
      below.



     This note is issued to evidence
advances by the Lender to the undersigned under a loan agreement dated the
28th day of May, 2008, between the undersigned and the Lender, as the
same may be amended or modified (the "Loan Agreement").

     The principal of and interest on
this note are payable in accordance with the terms of the Loan Agreement which
provides, among other things, that on the occurrence of certain events of
default the entire principal amount and accrued interest may become due and
payable immediately on demand.

     The undersigned authorizes the
Lender to record on the reverse of this note or on any attachment to this note
all advances, repayments, prepayments and the unpaid principal balance from time
to time. The undersigned agrees that in the absence of manifest error the record
kept by the Lender on this note or any attachment shall be conclusive evidence
of the matters recorded on it, provided that the failure of the Lender to record
or correctly record any amount or date shall not affect the obligation of the
undersigned to pay the outstanding principal amount of the advances and interest
in accordance with the Loan Agreement.

     The undersigned waives
presentment, demand, notice of dishonour and protest or further notice of any
kind and agrees that it shall remain liable in respect of this note as if
presentment, demand, notice of dishonour and protest had been duly made or
given.

     Terms are used with the meanings
ascribed to them in the Loan Agreement unless otherwise specified.

INTELBAHN INC.

Per: __________________________________
Authorized
Signatory

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