**Exhibit 4.5**

 

**Summary of the existingFinancial Service Agreement of Triple P. Nederland B.V. Our reference 14.39861.**

 

(ThisEnglish translation has no legal force and is provided to the customer forconvenience only. The conditions in the Dutch language shall be binding andprevail in all respects. The law of the Netherlands shall apply)

 

The Agreement covers receivablesfrom debtors in The Netherlands, Belgium,Germany, South Africa and United Kingdom in connection with currentactivities.

 

**SERVICES**

 

**Working capital financing**

 

This is a credit facility incurrent account up to a maximum of EUR 6.000.000,=.

 

Within this maximum anddepending of the value of the collateral provided to us at any time, thepurpose of the facility will be Receivables financing.

 

*Receivables financing*

* *

Until further notice, we financethe receivables which are eligible for financing under the Agreement, up to 60%of the total amount pledged to us, with a maximum amount ofEUR 6.000.000,=.

 

The maximum concentrationpermitted on a single Debtor. meant in article 4 of the General Provisionsgoverning Working capital financing, will be maximum 10% of the total receivables portfolio up to a maximum ofEUR 1.000.000,=.

 

We can exclude certain debtorsfrom this general rule. We will first check the creditworthiness of the debtorsyou wish to have excluded and then decide the maximum amount of creditavailable in respect of each of them; the limits will remain in force untilfurther notice. Unless we indicate otherwise, the credit available to you willbe subject to a concentration limit of 30% or EUR 3.000.000,= per debtorwhom we consider suitably creditworthy.

 

The check on thecreditworthiness of your debtor is made solely from a lending point of view onour behalf and does not therefore imply any assumption of liability or Debtorrisk protection by us.

 

Any credit made available orpayments made will be in Euro’s. Invoice amounts in other currencies will beconverted at the prevailing exchange rate on the date in question.

 

The extension of this credit andits continuation will be subject at all times to you promptly submittingaccurate lists of the outstanding receivables, together with the relateddocuments.

 

Sales ledger administrationand management

 

For the time being, you willcontinue to operate your own sales ledger administration and management system.However, this administration system has to meet our specific requirements. Themanner in which it has to be managed will be determined by us in mutualconsultation.

 

To enable us to monitor yoursales ledger administration and management system, we ask you to send us acomputer printout of open items once every two weeks. By referring to theprintouts, we are able to see how long each amount has been outstanding. Toenable us to check information from your system against our own records, yoursales ledger administration system has to show all transactions to within nomore than seven days after the date of the printout.

 

----

 

You will keep us informed aboutthe developments in your debtor portfolio in general and about the possibilityof collecting your receivables in particular. You will inform us in writingabout the reason of non-payment of items which are overdue.

 

**COMMISSION, FEES AND INTEREST**

 

**Commission**

 

As long as you do not use thecredit facility we will charge you, on the basis of the information provided byyou, a commission of 0,035% on the amount of the receivables pledged to us.

On the moment you start usingthe credit facility the commission will be increased to 0,04%

 

The minimum commission payableper year is EUR 25.000,=, exclusive VAT.

 

This commission will apply untilfurther notice and as long as there is no significant change in the otherinformation currently available to us.

 

The commission is reduced, basedon the assumption that your turnover will be delivered to us through ElectronicFinancial Services for Internet (EFSi). Should this appear to be not the case,due to circumstances for your account, it will be necessary to charge thestandard commission. This means that the commission then will be raised with10%. The minimum increase is 0,05%.

 

**Interest**

 

*Debit interest Receivables financing*

 

Current debit interest rate4,25% per annum

 
| IFN Euro base rate |   | 2,75% |   | (minimum) |   |
|--------------------|--------|-------|--------|-----------|--------|
| Margin             |   | 1,50% |   |      |   |

* *

*Credit interest*

* *

Until further notice, interestis paid by us on credit balances in euro’s at 1% per annum.

 

**Other fees and charges**

 

For each day that you offer usreceivables for pledge, we will charge you a fee of EUR 3,40 excl. VAT asa contribution to the registration costs incurred by us. This fee isirrespective of how many receivables pledging forms you submit on one and thesame day.

 

**ADDITIONAL SECURITY**

 

As additional security for thepayment of all your present or future indebtedness to us on any accountwhatsoever, the following security has been or will be provided to us:

 

• Joint and several liability ofTriple P N.V., to be laid down in the appropriate agreement.

• Mutual guarantee agreement onbehalf of both financing institutions, i.e. IFN Finance B.V. and ABN AMRO BankN.V.

• Pledge of receivables

 

----

 

**SPECIAL PROVISIONS**

 

• Allsums and monies to which you are entitled under the Agreement will be creditedto your account of ABN AMRO Bank N.V. in Utrecht.

• Electronicinformation as referred to in Article 24 of our General Provisions forFinancial Services will be provided through our EFSi system (ElectronicFinancial Services for Internet).

• Allterms, conditions and quotations contained in the Agreement will be applicableuntil further notice.

• We willreceive the single and consolidated annual accounts (balance sheet, profit andloss account and explanatory notes) from Triple P Netherlands B.V. and Triple PN.V., within 5 month(s) of the end of every financial year. These accounts mustbe drawn up by an auditor.

• We willreceive your single interim figures within 2 month(s) of the end of everyhalf-yearly period.

• We willreceive quarterly summaries of your accounts payable.

• Youwill consult us in advance about any investments you intend to make, including acquisitions.

• Theoutcome of the annual audit must be acceptable to us.

• If atany time the borrowing requirement exceeds EUR 5.000.000 you must consult usimmediately.

• If IFNFinance B.V. considers that the risk profile is increasing significantly, allconditions and quotes laid down in the agreement will continue to apply untilrevolved by us.

• Ourlending is based on the assumption that Triple P N.V. Group’s operation will beprofitable.

• Furtherdetails of the cooperation are laid down in our standard factoring contract. Ifthe conditions laid down in the standard factoring contract contravene thisfacility letter, the letter shall prevail.

• Accountreceivable will not be eligible for advance financing if one of the followingcircumstances arises:

 

1.               60 days have passed since the duedate, in which case we can take over from you the collection process, at yourrequest;

2.               Receivables are disputed in full orin part. Exclusion applies to the disputed part only.

3.               Receivables invoiced in instalments.This may occur, for example, when there is no correlation between the workcarried out by you and the invoice sent. Unless and until IFN Finance decidesotherwise on the basis of risk considerations, you are exempted in such casesfrom the obligation arising out of art. 11.1 of our standard factoringcontract. (i.e. to make mention of our involvement on your invoice).

 

**ENTIRE AGREEMENT**

 

The Agreement consists of boththe contents of this condition letter and the following items of our GeneralProvisions for Financial Services:

• General Provisions

• General Provisions governingWorking capital financing

• Appendix Receivables Financing

• General Provisions governing EFSi

 

The stipulations of this condition letterprevail on the General Provisions for Financial Services

 

**DURATION**

 

Prolongation and termination aresubject to our General Provisions for Financial Services.

 

----