Royal Business OperatingLine  Agreement



 Exhibit 10.1 
  
 ROYAL BUSINESS OPERATINGLINE LOAN AGREEMENT 
  
 The following terms and conditions of this loan agreement (the “Agreement”) apply to the Royal Business OperatingLine (the
“OperatingLine”) offered by Royal Bank of Canada (“RBC”) to a customer (the Customer”). 
  
 1. Definitions 
  
 “Account” means the Customer’s OperatingLine loan account that RBC has opened in the Customer’s name at the Branch; 
  
 “Branch” means the branch indicated in section 21 of the Agreement; 
  
 “Credit Limit” means the maximum amount set out under the heading
“Credit Limit” in section 21 of the Agreement; 
  
 “Debt”
means, on any day, the total principal amount that is debited or transferred from the Account under the Agreement, plus interest and fees; 
  
 “Interest Payment Day” means the day indicated as such in section 21 of the Agreement; 
  
 “Interest Rate” means the annual interest rate indicated in section 21 of the Agreement; 
  
 “Minimum Retained Balance” means the minimum retained balance indicated in
section 21 of the Agreement; 
  
 “Minimum Revolvement Amount”
means the minimum revolvement amount indicated in section 21 of the Agreement; 
  
 “Royal Bank Prime” means the annual rate of interest RBC announces from time to time as a reference rate then in effect for determining interest rates on Canadian dollar commercial loans in Canada; and 
  
 “Transaction” means a transfer of funds from the Account to the
Customer’s business current account, made by RBC pursuant to section 3 of the Agreement. 
  
 2. General Terms of Agreement 
  
 If
requested by RBC, the Customer must give RBC up-to-date credit and financially-related information about the Customer. The Customer agrees to tell RBC at once about any unfavourable change in the Customer’s financial position that seriously
weakens the Customer’s ability to pay the Debt to RBC as required under the Agreement. Until the Customer does so, RBC may assume that all information the Customer has supplied to RBC about the Customer’s financial position is true and
complete at the time the Customer gives it to RBC and that each change in the Customer’s financial position after that time is not an unfavourable one of the nature outlined above. Unless RBC otherwise agrees, the Customer must make all
payments under the Agreement in money which is legal tender at the time of payment. As well, the mere lapse of the time fixed for performing an obligation under the Agreement will have the effect of putting the Customer in default of it. Unless the
Customer and RBC otherwise agree in writing, no interest will be payable at any time by RBC on a credit balance in the Account. 
  
 3. Account Use 
  
 The Account is a revolving line of credit and such credit is available only to cover transactions made through the Customer’s business current account (including without limitation, transactions by way of a
withdrawal request, debit request, payment of a cheque or other payment instrument) where there are no sufficient funds in that account to fund the transaction. Whenever the balance in the Customer’s business current account is less than the
Minimum Retained Balance, RBC will, once a day, debit the Account such that the Customer’s business current account is thereafter nil or in positive balance. The amount of such debit will be the Minimum Revolvement Amount or a whole multiple of
the Minimum Revolvement Amount, and RBC will then deposit such amount to the Customer’s business current account. The amount of each such transfer will form part of the Debt as of the day of the transfer. If, pursuant to the preceding
paragraph, a transfer of funds from the Account to the Customer’s business current account to fund a transaction in the Customer’s business current account (including without limitation, a transaction by way of a withdrawal request, a
debit request, a payment of a cheque or other payment instrument), will exceed or cause the Debt to exceed the Credit Limit, then RBC will decline the transaction or return the cheque or payment instrument unpaid. 
  
 4. Compliance with Law 
  
 The Customer represents and warrants that the Customer is in compliance and agrees that in the future the Customer will comply with all
laws, regulations, official directives and authorizations applying to the Customer or any of the Customer’s property or business, including any relating to the environment or public health and safety (“Environmental Laws”). The
Customer will notify RBC immediately of any breach of Environmental Laws. The Customer will also promptly advise RBC of all communications and reports in connection with any matters materially affecting the Customer, its property or business and
relating to Environmental Laws. 







 5. OperatingLine PLUS 
  
 If the Customer selects the OperatingLine PLUS option, RBC is authorized (but not obligated to) whenever there is a credit balance in the Customer’s business current
account that exceeds the sum of the Minimum Retained Balance plus the Minimum Revolvement Amount, to apply all or part of such credit balance in an amount which is equal to the Minimum Revolvement Amount or a whole multiple of the Minimum
Revolvement Amount, as a repayment on account of the debt. 
  
 6. Credit Limit

  
 RBC is not required to proceed with any Transaction on the Account if the
Transaction would cause the Debt to exceed the Credit Limit. 
  
 7. Set Off

  
 RBC is authorized (but is not obligated), at any time and without notice,
to apply any credit balance (whether or not then due) to which the Customer is then beneficially entitled on any account (in any currency) at any branch or agency of RBC in or towards satisfaction of the Debt and the Customer’s other
obligations under the Agreement. For that purpose, RBC is irrevocably authorized to use all or any part of any such credit balance to buy such other currencies as may be necessary to effect such application. 
  
 8. Debiting of Accounts 
  
 RBC is authorized, but not obligated, to debit any of the Customer’s accounts with any amounts due and payable by the Customer under
the Agreement. 
  
 9. Interest Charges 
  
 (a) Interest on Debt: The Customer will pay to RBC, on a monthly basis, interest on
the Debt at a rate equal to the Interest Rate in effect in the manner set out in this section. In this respect, RBC will use any credit balance in the Customer’s business current account in payment of the interest and if there are insufficient
funds, the Customer must fund the Customer’s business current account to make such payment. 
  
 (b) Interest Calculation: RBC will charge the Customer interest on the amount of each Transaction from (and including) the day it is made to the day RBC receives payment in full of the Debt. The interest RBC
charges on the Debt accrues daily and is calculated and payable monthly as well after as before maturity, default and judgment, with interest on overdue interest at the same rate as on the principal amount of Debt. 
  
 (c) Interest Posting: On the Interest Payment Day, RBC will post the amount of
interest the Customer owes on the Debt to a business current account the Customer holds with RBC which the Customer has selected for this purpose. RBC may post that interest to the Account instead if, for any reason, it cannot be posted to (or it is
returned unpaid from) such other business current account. 
  
 (d) Interest Act
Disclosure: The annual rates of interest to which the rates calculated in accordance with the Agreement are equivalent, are the rates so calculated multiplied by the actual number of days in the calendar year and divided by 365. 
  
 10. Payment of Debt 
  
 (a) The Customer must pay all interest on the Debt as required by the Agreement to keep the Account up-to-date; 
  
 (b) RBC may, at its discretion, require the Customer to make minimum principal payments of
Debt on a regular periodic basis and the Customer must make these minimum payments at the times and in the way RBC advises the Customer to from time to time to keep the Account up-to-date; 
  
 (c) The Customer must pay the amount of any Debt that exceeds the Credit Limit at once to
keep the Account up-to-date. The Customer must pay this excess even though RBC may not yet have sent the Customer an account statement on which that excess appears; 
  
 (d) The Customer must keep the Account up-to-date at all times, even if RBC is delayed in or prevented from sending, for any reason, any one
or more account statements to the Customer. The Customer must contact RBC at least once a month during such a delay or interruption to obtain any payment information the Customer does not have and needs to know in order to comply with this section;
and 
  
 (e) The Customer will pay the Debt to RBC on demand. 







 Subject to the above provisions of this section, the Customer may pay the Debt it owes to RBC in full or in part at any
time without notice, penalty or bonus. RBC will apply each payment of the Debt in the following order: reimbursement of expenses, interest charges and fees; principal amount of Debt. 
  
 11. Hold on Funds 
  
 RBC has the right to hold any cheque, instrument or other item used to pay Debt, and to defer a Transaction until RBC receives payment for the cheque, instrument or other
item. 
  
 12. Fees and Expenses 
  
 The Customer agrees to pay to RBC the set-up fees and the monthly fees, as indicated in
section 21 of the Agreement, for the OperatingLine. Also, the Customer will pay all expenses and legal costs (on the basis of a solicitor and its own client, or where applicable including extra-judicial costs) incurred by RBC in connection with the
Agreement and any security provided to RBC and the enforcement of RBC’s rights against the Customer or under any security. These costs and expenses may include (but are not limited to) costs of amendments, appraisals, inspections, environmental
reviews, registrations, searches, discharges and actions taken in connection with the preservation of RBC’s rights under the Agreement or under RBC’s security. 
  
 13. Notices 
  
 Any notice or demand under the Agreement shall be given in writing by way of a letter addressed to the Customer. If the letter is sent by telecopier, it shall be deemed
received on the date of transmission, provided such transmission is received prior to 5:00 p.m. on a day on which the Customer’s business is open for normal business and otherwise on the next such day. If the letter is sent by ordinary mail at
the address of the Customer, is shall be deemed received on the date falling five (5) days following the date of the letter, unless the letter is hand-delivered to the Customer, in which case, the letter shall be deemed to be received on the date of
the delivery. The customer must advise RBC at once about any changes in the Customer’s address. 
  
 14. Changes 
  
 (a) Interest Rate:
The Interest Rate under the Agreement will change automatically, without notice, whenever the Royal Bank Prime changes. 
  
 (b) Other Terms: RBC may change any other terms of the Agreement periodically. Unless the law requires RBC to do otherwise, RBC does not have to advise the
Customer about these changes before they take place. If the Account is used or any Debt remains unpaid after the effective date of a change, it will attest that the Customer has agreed to the change. 
  
 15. Proof of Debt and Interest Rate 
  
 RBC will keep records showing the amounts RBC has loaned to the Customer and transferred
from the Account to the Customer’s business current account, together with all accrued interest, and the amounts the Customer has repaid to RBC, under the Agreement, including all payments of principal, interest and fees made by the Customer.
These records will, in the absence of manifest error, constitute conclusive evidence of the Debt the Customer owes RBC at any time. RBC may use a microfilm, electronic or other reproduction of any Transaction or other document evidencing the Debt to
establish the Customer’s liability for that Debt. If it is necessary for RBC to prove the Interest Rate in effect at any time, the Customer agrees that RBC’s written certificate, setting out the Interest Rate at that time, is sufficient
proof for that purpose. 
  
 16. Collection and Use of Information

  
 From time to time, 
  
 (a) RBC may collect credit and other financially-related information (including information
related to the Customer’s transactions) about the Customer (defined in this section 16 as “Information”) from the Customer, from service arrangements the Customer has made with or through RBC, from credit bureaux and other financial
institutions, and from references the Customer has provided to RBC; 
  
 (b) RBC
may use Information as follows: 
  
 (i) give it to credit bureaux, to other
financial institutions, to persons with whom the Customer has or may have financial or other business dealings and, with the Customer’s consent, to other parties, 
  
 (ii) to determine the Customer’s financial situation, 
  
 (iii) to provide the customer with the services the Customer requests from RBC, and 
  
 (iv) give it to anyone who works with or for RBC, but only as needed for the provision of
the services the Customer requests from RBC. 







 RBC may use the Customer’s social insurance number, if applicable, for income tax reporting purposes if the Customer
has given that number to RBC; and 
  
 (c) RBC may also use Information for the
following purposes: 
  
 (i) to promote RBC’s services to the Customer and
add it to client lists RBC prepares and uses it for this purpose, and 
  
 (ii)
share it with other members of Royal Bank Financial Group (where the law allows this) so that they may promote their services to the Customer. 
  
 RBC may also use the Customer’s social insurance number, if applicable, as an aid to identify the Customer with credit bureaux and other financial institutions for
credit history file matching purposes. 
  
 The Customer may tell RBC to stop
using Information in the ways described in sub-section 16(c) at any time by contacting the Branch or by calling RBC toll-free at 1-800-Royal-7-0 (1-800-769-2570). RBC acknowledges that the use of Information in the ways described in sub-section
16(c) is at the Customer’s option and that the Customer will not be refused credit or other services just because the Customer has told RBC to stop using it in those ways. For the purposes of sub-section 16(c)(ii), other members of Royal Bank
Financial Group include RBC’s affiliates which are engaged in the business of providing any one or more of the following services to the public in Canada: deposits, loans and other personal financial services; credit, charge and payment card
services; trust and custodial services; securities and brokerage services; insurance services. 
  
 If the Customer is no longer a client of RBC or the Agreement terminates, RBC may keep Information in its records so long as it is needed for the purposes described in sub-section 16(b) above. The Customer consents
to, and accepts this as prior written notice of, RBC obtaining a credit report or other Information about the Customer from time to time. 
  
 [RBC publishes a brochure about client privacy - “Straight Talk About Client Privacy” - which outlines some matters relating to Information (e.g. where it is
stored, how to verify or correct it, etc.). The Customer may obtain a copy of this brochure at any of RBC’s branches in Canada or by calling RBC at the toll-free number shown above.] 
  
 17. Whole Agreement 
  
 The Agreement and any documents or instruments referred to in, or delivered pursuant to, the Agreement constitute the whole and entire
agreement between the Customer and RBC with respect to the OperatingLine. 
  
 18. Severability 
  
 The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement and such invalid provision shall be deemed to be severable. 
  
 19. Governing Law and Submission to Jurisdiction 
  
 The Agreement shall be construed in accordance with and governed by the laws of the Province where the Customer resides and the laws
applicable therein. The Customer irrevocably submits to the non-exclusive jurisdiction of the courts of such Province and acknowledges the competence of such courts and irrevocably agrees to be bound by a judgment of any such court. 
  
 20. Language 
  
 The Customer and RBC have expressly requested that the Agreement and all related documents, including notices, be drawn up in the English
language. Les parties ont expressément demandé que la présente convention et tous les documents y afférents, y compris les avis, soient rédigés en langue anglaise. (Quebec only / Québec seulement)








 21. Loan Details 
  
 NAME OF CUSTOMER: Boomerang Tracking, Inc./Reperage Boomerang Inc. 
  
 CREDIT LIMIT: Five Hundred Thousand                      Dollars
($500,000) 
  
 INTEREST RATE: The Royal Bank Prime in effect from time to
time plus 0.75 percent per annum 
  
 Minimum Retained Balance: $

  
 Minimum Revolvement Amount: $ 
  
 OperatingLine PLUS 
  
 Interest Payment Day: The 21st day of each month 
  
 Fees: Set-Up Fees
$                     Monthly Fee $
                     
  
 Customer’s Business Current Account Number:              Transit: 
  
 BRANCH ADDRESS: Ste Catherine & Stanley Branch 1140 Ste Catherine St W Montreal QC
H3B1H7 
  
 CUSTOMER’S ADDRESS: 9280 De L’Acadie Blvd Montreal QC
H4N3C5 
  
 SIGNED by the Customer on: May 20, 2005 
  
 /S/ Boomerang Tracking/Reperage Boomerang Inc 
  
 /S/ Royal Bank of Canada