Loan Agreement

                          (1)  Laffitte Partners LLC

                          (2) Tiger Telematics Inc




                          Dated 31, January 2006




                          Osborne Clarke

                          Apex Plaza
                          Forbury Road
                          Reading
                          RGI IAX
                          Telephone +44(0)118 925 2000
                          Fax       +44(0)118 925 2005

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This Agreement is made on 31 January 2006

Between:

(1) Laffitte Partners LLC of 9 East Loockerman Street, Suite 1B, Dover, Delaware
USA 19901 (the "Lender") and

(2) Tiger Telematics Inc. of 550 Water Street, Suite 937, Jacksonville, Florida
32202 (the "Borrower").

Background:

The parties wish to enter into this Agreement to record the terms upon which
the Lender is to lend to the Borrower the sum of up to US$5,000,000.

It is agreed as follows:

1.       Definitions and interpretation

1.1      In this Agreement, unless the context otherwise requires, the following
         definitions shall apply:

         "Accounts Receivable" means all receivables of the Borrower or its
         subsidiaries from time to time;

         "Advance" means each advance made or to be made to the Borrower under
         the Facility, as the case may be, the outstanding principal amount of
         that advance;

         "Agreement" means this Agreement (including any schedule or annexure to
         it and any document in agreed form);

         "Facility" means an on demand loan facility of up to US$5,000,000;

         "Default" means a breach of clause 8 of this Agreement.

         "Drawdown Date" means the date on which an Advance is made, or is
         proposed to be made;

         "Drawdown Notice" means a notice substantially in the form set out in
         schedule1;

         "Encumbrance" means any mortgage, charge, assignment by way of
         security, pledge, hypothecation, lien, right of set-off, retention of
         title provision, trust or flawed asset arrangement (for the purpose of,
         or which has the effect of, granting security) or any other security
         interest of any kind whatsoever, or any agreement, whether conditional
         or otherwise, to create any of the same;

         "Indebtedness" means in relation to a person, its obligation (whether
         present or future, actual or contingent, as principal or surety) for
         the payment or repayment of money (whether in respect of interest,
         principal or otherwise) incurred in respect of:

         (a)      moneys borrowed or raised;


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         (c)      any acceptance credit, bill discounting, note purchase,
                  factoring or documentary credit facility;

         (d)      the supply of any goods or services which is more than 60 days
                  past the expiry of the period customarily allowed by the
                  relative supplier after the due date;

         (e)      any finance lease;

         (f)      any guarantee, bond, stand-by letter of credit or other
                  similar instrument issued in connection with the performance
                  of contracts;

         (g)      any interest rate or currency swap agreement or any other
                  hedging or derivatives instrument or agreement;

         (h)      any arrangement pursuant to which any asset sold or otherwise
                  disposed of by that person is or may be leased to or
                  re-acquired by a Group Company ( whether following the
                  exercise of an option or otherwise); or

         (i)      any guarantee, indemnity or similar insurance against
                  financial loss given in respect of the obligation of any
                  person;

         "Loan" means the principal amount of up to US$5,000,000 as reduced from
         time to time by repayment;

         "Loan Commitment Period" means the period from and including the date
         of this Agreement to the date falling 90 days after the date on which
         completion takes place;

         "Loan Limit" means the lower of US$5,000,000 or an amount not exceeding
         80% of the book value of the Stock/Inventory (as determined by the
         management accounts/agreement schedule);

         "Stock/Inventory" means all stock, parts and accessories of the
         Borrower and its subsidiaries at all locations of the Borrower plus
         Scotland and China at the Flextronics factory;

         "USS" of "US Dollars" means the lawful currency of the United States of
         America;

         "Warrant" means the right to buy common stock of $0.001 each in the
         Borrower on a dollar for dollar basis with respect to the total value
         of all Advances made under this Agreement, such right having an
         exercise period of 3 years from the Drawdown Date of the first Advance
         made under this Agreement and an exercise price of $0.30.

1.2      In this Agreement, unless the context otherwise requires:

         (a)      words in the singular include the plural and vice versa and
                  words in one gender include any other gender;

         (b)      "subsidiaries" shall have the meaning given to it in Section
                  736 of the Companies Act 1985; and

         (c)      the table of contents and headings are for convenience only
                  and shall not affect the interpretation of this Agreement.

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2.       Purpose

         To  enable  the   Borrower  to  meet  it's  general   working   capital
         requirements.

3.       Loan

3.1      The Lender shall make the Loan and the  Borrower  shall borrow from the
         Lender the Loan upon completion of this Agreement.

3.2      The Lender at the Borrower's request may agree to increase the amount
         of the Loan from time to time in which case this Agreement shall be
         deemed to have been amended from the date any additional sum is
         advanced by the Lender so that the expression "the Loan" includes any
         additional advances from time to time outstanding.

4.       Drawdown of Loan

4.1      Drawdown of Loan

         (a)      Subject to the other terms of this  Agreement,  the Loan shall
                  be drawn down in one or more  Advances  at any time during the
                  Loan Commitment Period when requested by the Borrower by means
                  of a Drawdown  Notice in accordance  with  sub-clause  4.3. At
                  close of  business  on the  last  day of the  Loan  Commitment
                  Period any part of the Loan not drawn  down will be  cancelled
                  and the Loan Limit shall be reduced accordingly.

         (b)      The following limitations apply to Advances:

                  (i)      the Drawdown  Date of an Advance  shall be a Business
                           Day during the Loan Commitment Period;

                  (ii)     each  Advance  shall  be  of  a  minimum   amount  of
                           US$350,000 and a multiple of $50,000; and

                  (iii)    no  Advance  shall  be  made  if the  making  of that
                           Advance  would result in the Loan  exceeding the Loan
                           Limit.

4.2      Conditions to each Advance

         The  obligation of the Lender to make available each Advance is subject
         to the  conditions  that on the date on  which  the  relevant  Drawdown
         Notice  is given  and on the  relevant  Drawdown  Date no  Default  has
         occurred and is continuing or would occur on the making of the Advance.

4.3      Drawdown Notice

         (a)      Whenever the Borrower wishes to draw down an Advance, it shall
                  give a duly  completed  Drawdown  Notice  to the  Lender to be
                  received  not later than 11.00 am on the second  Business  Day
                  before that Drawdown Date.

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         (b)      A Drawdown  Notice shall be irrevocable  and the Company shall
                  be obliged to borrow in accordance with its terms.

4.4      Advances

Subject to the terms of this Agreement, the Lender shall make available to the
Borrower on the Drawdown Date and amount equal to that Advance.

5.       Interest

5.1      The Borrower shall pay to the Lender interest on the Loan at 5.5% per
         annum above the base lending rate for the time being of National
         Westminister Bank Plc. Interest shall accrue from day to day and shall
         be payable monthly in arrears.

5.2      If the Borrower fails to pay any sum due under this Agreement on its
         due date, the Borrower shall on the written demand of the Lender pay to
         the Lender interest on such sum at 24% per annum, from the due date to
         the date of actual payment (after as well as before judgement).

5.3      If the Borrower is required by law or any applicable tax rules or
         regulations to make any deduction or withholding from a payment of
         interest under this Agreement, the Borrower shall:

         (a)      pay the  full  amount  required  to be  paid  to the  relevant
                  taxation or other authority; and

         (b)      furnish  to the  lender  within  30 days of  such  payment  an
                  official  receipt from such authority for all amounts deducted
                  or withheld; and

         pay to the Lender an additional  amount so that the Lender  receives on
         the due date the full amount it would have received had no deduction or
         withholding been made.

6.       Warrant

In consideration of the Lender advancing the Loan, the Borrower shall grant the
Warrant by issuing a warrant instrument governed by Delaware law within 5 days
of the date of this Agreement.

7.       Repayment

The Loan (together with all interest accrued and unpaid on it) shall be repaid
to the Lender by the Borrower in full within 90 days of written demand by the
Lender at any time.

8.       Security

As security for the Loan and other sums from time to time due under this
Agreement, on or before the date of this Agreement, The Borrower shall enter
into a first, fixed charge on the Accounts Receivable and the Stock/Inventory in
favour of the Lender in a form satisfactory to the Lender.

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9.       Negative Undertakings

         The Borrower  undertakes  that is shall not, and shall procure that its
         subsidiaries shall not, unless the Lender otherwise agrees:

         (a)      Negative Pledge

                  Create or permit to subsist any Encumbrance over any of its
                  assets other than in favour of the Lender (save for the
                  existing Smart Adds IPR Pledge dated 30 November 2005):

         (b)      Indebtedness

                  incur or permit to subsist any Indebtedness other than with
                  the Lender.

10.      Information Undertakings

         The Borrower undertakes that it shall as soon as the same become
         available (and in any event within 21 days after the end of each
         calendar month) deliver to the Lender the management accounts of the
         Borrower in such a form as to disclose with reasonably accuracy the
         financial position of the Borrower and which shall include the
         following information in respect of such period:

         (a)      a statement of profit and loss;

         (b)      a balance sheet;

         (c)      a cashflow statement;

         (d)      details of the current stock count and valuation;

         together with a comparison where appropriate, of all such information
         with the estimates, forecasts and projections in the relevant operating
         budget (or any replacement or substitution of it) in relation to each
         such month period including an analysis highlighting any variation from
         it and, if necessary, revised estimates, forecasts and projections.

11.      Fees

         The  Borrower  shall pay to the  Lender an amount  equal to 10% of each
         Advance within 90 days of first drawdown of that Advance.

12.      Conversion of Loan

12.1     The Borrower  covenants with the Lender to convert the Loan into common
         stock of US$0.001 each of the Borrower in accordance with Schedule 2.

12.2     Until all the Loan shall have been  converted  or repaid in  accordance
         with this Agreement the Borrower shall:

         (a)      keep  available for issue  sufficient  authorized but unissued
                  common stock free of  pre-emptive  or other similar  rights to

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                  satisfy in full all conversion notices deposited in accordance
                  with  Schedule 2 which could be delivered in respect of all of
                  the Loan at that time but  repaid or  converted  and all other
                  rights of  subscription  for an conversion  into common stock
                  without the need for the prior  passing of any  resolution  by
                  its shareholders to approve such issue;

         (b)      if any offers is made to all  holders of common  stock (or all
                  such  holder  other  than  the  offeror   and/or  any  company
                  controlled  by,  or under the same  control  as,  the  offeror
                  and/or  persons acting in concert with the offeror) to acquire
                  all or a proportion of the common stock, procure that at least
                  20 days prior notice thereof is given to the Lender and that a
                  like offer is  extended  to the  holders  of any common  stock
                  issued as a result of a  conversion  of loan  pursuant to this
                  Agreement  and  Schedule  2 while the offer  remains  open for
                  acceptance  and that such  offer  shall  remain so open for at
                  least the 20 day notice period;

         (c)      not, without the sanction of the Lender, in any way modify the
                  rights  attached to its  existing  common  stock as a class or
                  permit the  creation of any shares  ranking in priority to its
                  existing  common stock or  consolidate,  sub-divide  cancel or
                  redeem any  common  stock or  increase  the  authorized  share
                  capital of the Borrower.

13.      Payments

         All payments of interest and principal  under this  Agreement  shall be
         made by the Borrower  without  set-off or deduction in cleared funds to
         the Lender's account at National  Westminister Bank Plc, account number
         00708542, sort code 56-00-05 (reference Laffitte/0894263).

14.      Default

         Notwithstanding  any other provisions of this Agreement,  if any of the
         following events occurs then the full amount of the Loan (together with
         all interest accrued an unpaid thereon) will become immediately due and
         payable on the Lender's first written demand:

         (a)      the  Borrower  fails to make any payment of the due date under
                  this Agreement;

         (b)      a  breach  of any of the  Borrower's  obligations  under  this
                  Agreement or any security  document  entered into in favour of
                  the Lender and if that breach is capable of remedy,  it is not
                  remedied  within 10 Business  Days after notice of that breach
                  has been given by the Lender to the Borrower;

         (c)      a petition is  presented,  or an order is made or an effective
                  resolution is passed for the winding up or  dissolution or for
                  the appointment of a liquidator of the Borrower;

         (d)      distress, execution or sequestration or other legal process is
                  levied or  enforced  or sued out  against any of the assets of
                  the  Borrower  which is not  discharged  or paid out  within 5
                  business  days except where the Lender is satisfied  that this

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                  distress,  execution,  sequestration or other legal process is
                  being  contested in good faith by the  Borrower  (save for the
                  disclosed  lawsuits  against  the  Borrower  by the  following
                  claimants: NTV Europe, Ogilvy & Mather and Hand Held Games):

         (e)      the  Borrower  ceases to pay its debts or is unable to pay its
                  debts as they  fall due or is deemed  unable to or admits  its
                  inability  to do so or  makes  a  general  assignment  for the
                  benefit of or a composition  with its creditors  (save for the
                  disclosed non-payment of professional fees in the US); or

         (f)      the  Borrower  ceases  or  threatens  to cease to carry on its
                  business or a substantial part of its business.

15.      Miscellaneous

15.1     The Borrower shall be responsible for all costs incurred in connection
         with the preparation and execution of this Agreement. The Borrower
         shall indemnify the Lender on demand for all costs and expenses
         (including legal fees) and any VAT on them incurred in connection with
         the enforcement of the Lender's rights under this Agreement or under
         the security referred to in clause 8(Security).

15.2     Neither of the parties to this Agreement shall assign or transfer any
         of its rights and/or obligations under this Agreement without the
         previous written consent of the other party.

16.      Governing law and jurisdiction

16.1     This  Agreement  shall be governed by and construed in accordance  with
         English law.

16.2     Each of the parties irrevocably submits for all purposes in connection
         with this Agreement to the exclusive jurisdiction of the courts of
         England.

This Agreement has been signed on the date appearing at the head of page 1.


Signed by                         )
for and on behalf of              )
Laffitte Partners LLC             )
In the presence of:               )

Signature of witness:

Name:

Address:


Occupation:



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Signed by                         )
for and on behalf of              )
Tiger Telematics Inc.             )
In the presence of:               )

Signature of witness:

Name:

Address:


Occupation:








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                                   Schedule 1

                               (Drawdown Notice)



To: Lafitte Partners LLC

From: Tiger Telematics Inc.

o[date]

Dear Sirs

Loan Agreement dated o 2006("the Loan Agreement")

Terms defined in the Loan Agreement have the same meaning in this notice.

We request an Advance to be drawn down under the Loan Agreement as follows:

1.       Amount of Advance;

2.       Drawdown Date;

3.       Duration of Interest Period.

We confirm that today and on the Drawdown Date no Default has occurred and is
continuing or will occur on the making of the Advance.


Signed

For and on behalf of Tiger Telematics Inc.





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                                   Schedule 2

                                     Part I

                                  (Conversion)


The Lender may convert all or any part of the Loan into fully paid 0.001 common
stock of Tiger Telematics Inc. ("the Company") at the conversion rate of 1
common stock for every US$0.30 of the principal amount of Loan on the following
basis:

1.        The Lender shall be entitled to convert all of the Loan at any time
         prior to 31 January 2009;

2.       The conversion  rights may be exercised by deposition at the registered
         office of the Company or a meeting of the board of directors of the
         Company (the "Board") the conversion notice duly completed. Once
         deposited the conversion notice shall be revocable at any time prior to
         the conversion by service of notice of revocation upon the Company. The
         Company shall within 5 business days of the date of receipt of the
         conversion notice (such date being "the Conversion Date") allot and
         issue to the Lender common stock in respect of the Loan converted and,
         within 5 business days after the relevant Conversion Date, dispatch to
         the persons entitled thereto share certificates in respect to the
         common stock so allotted. Such allotment and issue shall be in full
         satisfaction and discharge of the principal amount of the Loan so
         converted;

3.       Common stock capital issued on conversion of any part of the Loan will
         be credited as fully paid up at par and will carry all rights including
         rights to receive all dividends and other distribution  declared,  paid
         or made on the common stock capital (including, without limitation, any
         rights of the  holders of common  stock to be  offered  shares or other
         securities or options or rights in respect thereof issues or granted by
         the  Company)  arising on or after the  relevant  Conversions  Date and
         shall from that date rank pari passu in all respects and form one class
         with the existing issued common stock;

4.       On the Conversion  Date the company shall pay to the Lender any default
         interest payable under clause 5.2 of the Agreement  (whether or not due
         any Payable) and any other sums  (including any accrued  interest) owed
         by the Company to the Lender under the Agreement;

5.       The Company shall not be required to issue  fractional  shares upon the
         exercise of the  conversion  rights under this Schedule and shall round
         up to the nearest whole share.


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                                    Part II

                             (Notice of Conversion)


To: Tiger Telematics Inc. ("the Company")

We hereby give notice of our desire to convert (pound) of the Loan into such
number of fully paid common stock of the Company, calculated in accordance with
the Conditions printed on this Certificate.

We agree to accept all the fully paid common stock of the Company issued
pursuant hereto subject to the constitution of the Company and the Conditions
(insofar as they relate to the common stock issued on conversion of such Loan).


Dated


Executed as a Deed by              )
Laffitte Partners LLC              )
acting by                          )
and                                )


                                   Director


                                   Director/Secretary





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