WWW.EXFILE.COM, INC -- 14833 -- ECOSS INC. -- EXHIBIT 10.12 TO FORM 20F-A


    EXHIBIT
      10.12

    

      April
        8,
        2005
        Revenue
          

        Stamp

      

      


      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 10,000,000 from
      the
      lessor by promising that the lessee will pay back the amount. Provided, however,
      that the loan date shall be April 8, 2005.

    


    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

            
	
              10,000,000

            	
              February
                28, 2007

            	
              April
                8, 2005

            	
              3.00%

            	
              Pay
                Later 

            


    

    


    
      	
              Times

            	
              Date

            	
              Total
                of 

              Principal
                & 

              Interest

            	
              Installment
                

              repayment
                

              amount

            	
              Interest
                

              Amount

            	
              Basic

            	
              New
                Balance

            
	
              Principal

            	
              From

            	
              To

            	
              Interest
                Rate

            
	
              0

            	
              8-Apr-05

            	
              -

            	
              -

            	
              -

            	 	
               

            	
               

            	
              3.00%

            	
              10,000,000

            
	
              1

            	
              31-May-05

            	
              544,383

            	
              500,000

            	
              44,383

            	
              10,000,000

            	
              8-Apr-05

            	
              31-May-05

            	
              3.00%

            	
              9,500,000

            
	
              2

            	
              30-Jun-05

            	
              523,424

            	
              500,000

            	
              23,424

            	
              9,500,000

            	
              31-May-05

            	
              30-Jun-05

            	
              3.00%

            	
              9,000,000

            
	
              3

            	
              1-Aug-05

            	
              523,671

            	
              500,000

            	
              23,671

            	
              9,000,000

            	
              30-Jun-05

            	
              1-Aug-05

            	
              3.00%

            	
              8,500,000

            
	
              4

            	
              31-Aug-05

            	
              520,958

            	
              500,000

            	
              20,958

            	
              8,500,000

            	
              1-Aug-05

            	
              31-Aug-05

            	
              3.00%

            	
              8,000,000

            
	
              5

            	
              30-Sep-05

            	
              519,726

            	
              500,000

            	
              19,726

            	
              8,000,000

            	
              31-Aug-05

            	
              30-Sep-05

            	
              3.00%

            	
              7,500,000

            
	
              6

            	
              31-Oct-05

            	
              519,109

            	
              500,000

            	
              19,109

            	
              7,500,000

            	
              30-Sep-05

            	
              31-Oct-05

            	
              3.00%

            	
              7,000,000

            
	
              7

            	
              30-Nov-05

            	
              517,260

            	
              500,000

            	
              17,260

            	
              7,000,000

            	
              31-Oct-05

            	
              30-Nov-05

            	
              3.00%

            	
              6,500,000

            
	
              8

            	
              4-Jan-06

            	
              518,698

            	
              500,000

            	
              18,698

            	
              6,500,000

            	
              30-Nov-05

            	
              4-Jan-06

            	
              3.00%

            	
              6,000,000

            
	
              9

            	
              31-Jan-06

            	
              513,315

            	
              500,000

            	
              13,315

            	
              6,000,000

            	
              4-Jan-06

            	
              31-Jan-06

            	
              3.00%

            	
              5,500,000

            
	
              10

            	
              28-Feb-06

            	
              512,657

            	
              500,000

            	
              12,657

            	
              5,500,000

            	
              31-Jan-06

            	
              28-Feb-06

            	
              3.00%

            	
              5,000,000

            
	
              11

            	
              31-Mar-06

            	
              512,739

            	
              500,000

            	
              12,739

            	
              5,000,000

            	
              28-Feb-06

            	
              31-Mar-06

            	
              3.00%

            	
              4,500,000

            
	
              12

            	
              1-May-06

            	
              511,465

            	
              500,000

            	
              11,465

            	
              4,500,000

            	
              31-Mar-06

            	
              1-May-06

            	
              3.00%

            	
              4,000,000

            
	
              13

            	
              30-Jun-06

            	
              519,726

            	
              500,000

            	
              19,726

            	
              4,000,000

            	
              1-May-06

            	
              30-Jun-06

            	
              3.00%

            	
              3,500,000

            
	
              14

            	
              31-Jul-06

            	
              508,917

            	
              500,000

            	
              8,917

            	
              3,500,000

            	
              30-Jun-06

            	
              31-Jul-06

            	
              3.00%

            	
              3,000,000

            
	
              15

            	
              31-Aug-06

            	
              507,643

            	
              500,000

            	
              7,643

            	
              3,000,000

            	
              31-Jul-06

            	
              31-Aug-06

            	
              3.00%

            	
              2,500,000

            
	
              16

            	
              2-Oct-06

            	
              506,575

            	
              500,000

            	
              6,575

            	
              2,500,000

            	
              31-Aug-06

            	
              2-Oct-06

            	
              3.00%

            	
              2,000,000

            
	
              17

            	
              31-Oct-06

            	
              504,767

            	
              500,000

            	
              4,767

            	
              2,000,000

            	
              2-Oct-06

            	
              31-Oct-06

            	
              3.00%

            	
              1,500,000

            
	
              18

            	
              30-Nov-06

            	
              503,698

            	
              500,000

            	
              3,698

            	
              1,500,000

            	
              31-Oct-06

            	
              30-Nov-06

            	
              3.00%

            	
              1,000,000

            
	
              19

            	
              4-Jan-07

            	
              502,876

            	
              500,000

            	
              2,876

            	
              1,000,000

            	
              30-Nov-06

            	
              4-Jan-07

            	
              3.00%

            	
              500,000

            
	
              20

            	
              28-Feb-07

            	
              502,260

            	
              500,000

            	
              2,260

            	
              500,000

            	
              4-Jan-07

            	
              28-Feb-07

            	
              3.00%

            	
              -