WWW.EXFILE.COM, INC -- 14833 -- ECOSS INC. -- EXHIBIT 10.5 TO FORM 20F-A


     

    EXHIBIT
      10.5


    
      Revenue
        

      Stamp

    

    April
      30,
      2004

    Loan
      Agreement

    


    This
      Loan
      Agreement is made and entered into by and between EFC Co., Ltd., as the lessor
      and ECOSS, Inc. as the lessee. The parties hereto hereby agree as
      follows:

    


    Article
      1
      (Loan)

    The
      lessee loaned JPY 93,000,000 from
      the
      lessor by promising that the lessee will pay back the amount. Provided, however,
      that the loan date shall be April 30, 2004.

    


    Article
      2
      (Repayment)

    The
      repayment period for the loan in the preceding article shall be as stated on
      the
      attached Loan Repayment Schedule, and the lessee shall make repayment by
      remitting to the bank account designated by the lessor.

    


    Article
      3
      (Interest)

    Interest
      shall be three (3) percent per annum on the principal, and the applicable
      interest shall be paid by bank remittance to the bank account designated by
      the
      lessor on the payment date for the interest as per enclosure.

    


    Article
      4
      (Delinquency Charges) 

    In
      the
      event the lessee has lost the benefit of term, the lessee shall pay a delinquent
      payment at the rate of seven (7) percent per annum from the day of the
      forfeiture of profit to complete settlement. 

    


    Article
      5
      (Forfeiture of Profits for the Term) 

    In
      the
      event of any one of the following, the lessee shall lose the benefit of term
      without requiring notification from the lessor and shall immediately pay to
      the
      lessor the principal at that time.

    
      	1.  	
              When
                the lessee falls one month or more into arrears with the payment
                of the
                principal or interest thereof;

            


    

    
      	2.  	
              In
                the event of application for forcible execution, executive injunction,
                or
                auction with regard to other liabilities of the lessee or declaration
                of
                bankruptcy; 

            


    

    
      	3.  	
              In
                the event the lessee is subject to disposition for failure to pay
                taxes
                and other public charges; and 

            


    

    
      	4.  	
              In
                the event a draft or check drawn, endorsed, or guaranteed by the
                lessee
                has been dishonored.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Article
      6
      (Agreed Jurisdiction) 

    The
      parties hereto have agreed that any disputes arising among them relating to
      this
      Agreement shall be settled in a district court in the area where the lessor
      resides, which shall assume exclusive jurisdiction as the installment court
      of
      first instance.

    


    IN
      WITNESS WHEREOF, two (2) copies of this Agreement shall be made, and the parties
      hereto shall, after signing and affixing seals to the two copies, retain one
      copy each respectively. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    Loan
      Repayment Schedule

    


    


    ECOSS
      Inc.

    1-14-6
      Dougenzaka, Shibuya-ku, Tokyo, Japan

    


    EFC
      Co.,
      Ltd.,

    1-14-6
      Dougenzaka, Shibuya-ku, Tokyo, Japan

    


    


    
      	
              Contract
                Amount

            	
              Expiry
                Date of Contract

            	
              Date
                of Contract

            	
              Interest
                Rate

            	
              Interest
                Payment Method

            
	
              93,000,000

            	
              February
                28, 2006

            	
              April
                30, 2004

            	
              3.00%

            	
              Pay
                Later 

            


    

    


    
      	
              Times

            	
              Date

            	
              Total
                of Principal & Interest

            	
              Installment
                repayment amount

            	
              Interest
                Amount

            	
              Basic

            	
              New
                Balance

            
	
              Principal

            	
              From

            	
              To

            	
              Interest
                Rate

            
	
              0

            	
              30-Apr-04

            	
              -

            	
              -

            	
              -

            	 	 	 	
              3.00%

            	
              93,000,000

            
	
              1

            	
              2-Aug-04

            	
              5,376,164

            	
              4,650,000

            	
              726,164

            	
              93,000,000

            	
              30-Apr-04

            	
              2-Aug-04

            	
              3.00%

            	
              88,350,000

            
	
              2

            	
              31-Aug-04

            	
              4,867,849

            	
              4,650,000

            	
              217,849

            	
              88,350,000

            	
              2-Aug-04

            	
              31-Aug-04

            	
              3.00%

            	
              83,700,000

            
	
              3

            	
              30-Sep-04

            	
              4,863,263

            	
              4,650,000

            	
              213,263

            	
              83,700,000

            	
              31-Aug-04

            	
              30-Sep-04

            	
              3.00%

            	
              79,050,000

            
	
              4

            	
              1-Nov-04

            	
              4,864,409

            	
              4,650,000

            	
              214,409

            	
              79,050,000

            	
              30-Sep-04

            	
              1-Nov-04

            	
              3.00%

            	
              74,400,000

            
	
              5

            	
              30-Nov-04

            	
              4,833,452

            	
              4,650,000

            	
              183,452

            	
              74,400,000

            	
              1-Nov-04

            	
              30-Nov-04

            	
              3.00%

            	
              69,750,000

            
	
              6

            	
              30-Dec-04

            	
              4,827,719

            	
              4,650,000

            	
              177,719

            	
              69,750,000

            	
              30-Nov-04

            	
              30-Dec-04

            	
              3.00%

            	
              65,100,000

            
	
              7

            	
              31-Jan-05

            	
              4,826,572

            	
              4,650,000

            	
              176,572

            	
              65,100,000

            	
              30-Dec-04

            	
              31-Jan-05

            	
              3.00%

            	
              60,450,000

            
	
              8

            	
              28-Feb-05

            	
              4,794,086

            	
              4,650,000

            	
              144,086

            	
              60,450,000

            	
              31-Jan-05

            	
              28-Feb-05

            	
              3.00%

            	
              55,800,000

            
	
              9

            	
              31-Mar-05

            	
              4,796,761

            	
              4,650,000

            	
              146,761

            	
              55,800,000

            	
              28-Feb-05

            	
              31-Mar-05

            	
              3.00%

            	
              51,150,000

            
	
              10

            	
              29-Apr-05

            	
              4,776,123

            	
              4,650,000

            	
              126,123

            	
              51,150,000

            	
              31-Mar-05

            	
              29-Apr-05

            	
              3.00%

            	
              46,500,000

            
	
              11

            	
              31-May-05

            	
              4,776,123

            	
              4,650,000

            	
              126,123

            	
              46,500,000

            	
              29-Apr-05

            	
              31-May-05

            	
              3.00%

            	
              41,850,000

            
	
              12

            	
              30-Jun-05

            	
              4,756,631

            	
              4,650,000

            	
              106,631

            	
              41,850,000

            	
              31-May-05

            	
              30-Jun-05

            	
              3.00%

            	
              37,200,000

            
	
              13

            	
              1-Aug-05

            	
              4,750,898

            	
              4,650,000

            	
              100,898

            	
              37,200,000

            	
              30-Jun-05

            	
              1-Aug-05

            	
              3.00%

            	
              32,550,000

            
	
              14

            	
              31-Aug-05

            	
              4,732,935

            	
              4,650,000

            	
              82,935

            	
              32,550,000

            	
              1-Aug-05

            	
              31-Aug-05

            	
              3.00%

            	
              27,900,000

            
	
              15

            	
              30-Sep-05

            	
              4,721,087

            	
              4,650,000

            	
              71,087

            	
              27,900,000

            	
              31-Aug-05

            	
              30-Sep-05

            	
              3.00%

            	
              23,250,000

            
	
              16

            	
              31-Oct-05

            	
              4,711,150

            	
              4,650,000

            	
              61,150

            	
              23,250,000

            	
              30-Sep-05

            	
              31-Oct-05

            	
              3.00%

            	
              18,600,000

            
	
              17

            	
              30-Nov-05

            	
              4,697,391

            	
              4,650,000

            	
              47,391

            	
              18,600,000

            	
              31-Oct-05

            	
              30-Nov-05

            	
              3.00%

            	
              13,950,000

            
	
              18

            	
              4-Jan-06

            	
              4,691,276

            	
              4,650,000

            	
              41,276

            	
              13,950,000

            	
              30-Nov-05

            	
              4-Jan-06

            	
              3.00%

            	
              9,300,000

            
	
              19

            	
              31-Jan-06

            	
              4,671,402

            	
              4,650,000

            	
              21,402

            	
              9,300,000

            	
              4-Jan-06

            	
              31-Jan-06

            	
              3.00%

            	
              4,650,000

            
	
              20

            	
              28-Feb-06

            	
              4,661,083

            	
              4,650,000

            	
              11,083

            	
              4,650,000

            	
              31-Jan-06

            	
              28-Feb-06

            	
              3.00%

            	
              -