Exhibit
10.4


FINANCING COMMITMENT


	
  BORROWER:

  	
  TUCOWS.COM CO.

  
	
   

  	
   

  
	
  BANK:

  	
  BMO BANK OF MONTREAL

  
	
   

  	
   

  
	
  AMOUNT:

  	
  $10,000,000.00 Canadian

  
	
   

  	
   

  
	
  LOAN TYPE:

  	
  Committed Non-Revolving, Reducing Facility.

  
	
   

  	
  To be available in Canadian or US Dollar equivalent.
  Canadian Dollar Canadian Dollar Bankers’ Acceptances for terms of up to 12
  months (for Canadian dollar loans) and/or Fixed Rate Term Loan (‘FRTL’), the
  latter of which may be selected for terms of up to 1 year. U.S. Dollar
  Banker’s Acceptances for terms up to 12 months to also be made available
  subject to the prior approval of BMO Treasury.

  
	
   

  	
   

  
	
  LOAN PURPOSE:

  	
  To assist in the acquisition of Innerwise, Inc.
  Anticipated purchase price US$11,400,000.00

  
	
   

  	
   

  
	
   REPAYMENT:

  	
  To be repaid in equal monthly payments plus
  interest. Payments to be amortized over 5 years. Blended payments option to
  be available. All repayments will be made in the same currency as that
  advanced.

  
	
   

  	
   

  
	
  ADDITIONAL

  	
   

  
	
  MANDATORY

  	
   

  
	
  REPAYMENTS:

  	
  Mandatory repayments shall be required as follows: 

  
	
   

  	
   

  
	
   

  	
  A percentage of Annual Excess Cash Flow, based on
  the following schedule, within 120 days of each fiscal year-end based on
  audited year-end financial results:

  
	
   

  	
   

  
	
   

  	
  % of Annual Excess

  	
  Total Funded Debt

  
	
   

  	
  Cash
  Flow

  	
  to EBITDA

  
	
   

  	
   

  	
   

  
	
   

  	
  75%

  	
  > 3.00:1.00

  
	
   

  	
  50%

  	
  <3.00:1.00

  
	
   

  	
   

  	
   

  
	
   

  	
  Annual Excess Cash Flow means
  EBITDA on a consolidated basis less all scheduled principal payments on debt,
  cash taxes paid or payable for that period and cash interest expense.
  Payments to be applied as permanent reduction in inverse order of maturity.
  Cash flow sweep to be capped to $1.0MM in year 1 i.e. as measured on fiscal
  2007 financial results.

  
	
   

  	
   

  
	
  VOLUNTARY

  	
   

  
	
  PREPAYMENTS:

  	
  Upon five written days’ notice, prepayments will be
  permitted on floating rate and fixed rate advances. Prepayments of floating
  rate advances will not be subject to penalty. Prepayments of fixed rate
  advances will be subject to make-whole/ prepayment penalties determined at
  the time of prepayment.

  



 













 


	
  

  	
   

  
	
  REMUNERATION:

  	
  PBMO  Performance pricing will be applied
  annually using the Borrower’s full year’s audited results, and is
  re-evaluated based on each annual audited report thereafter (Bankers’ Acceptances (BA’s)/FRTL Cost of Funds +
  3.25% per annum)

  
	
   

  	
   

  
	
   

  	
   

  	
  Ratio
  of Total

  Funded

  Debt to

  EBITDA

  	
  Prime

  Rate /US Base

  Rate

  	
   

  
	
   

  	
   

  	
  >3.00 

  	
  + 1.25%

  	
   

  
	
   

  	
   

  	
   < 3.00

  	
  + 0.50%

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  ANNUAL RENEWAL

  	
   

  
	
  FEE:

  	
  $10,000.00 per year, no
  fee in year 1

  
	
   

  	
   

  
	
  WORK
  FEE:

  	
  As a percentage of the
  committed amount: 10 basis points payable has been paid and considered
  earned.

  
	
   

  	
   

  
	
  APPLICATION
  FEE:

  	
  As a percentage of the
  committed amount: 75 basis points payable at financial close.

  
	
   

  	
   

  
	
  CONDITIONS
  PRECEDENT

  	
   

  
	
   

  	
   

  
	
  To Drawdown:

  	
  Those customarily found in loan
  documentation of this nature including, without limitation, the following:

  
	
   

  	
   

  
	
   

  	
  1.

  	
  Provision of final purchase and sale agreement
  relative to the Innerwise transaction. To confirm details as previously
  presented.

  
	
   

  	
   

  	
   

  
	
   

  	
  2.

  	
  Acceptance
  by the Borrower of a financing commitment from the Bank.

  
	
   

  	
   

  	
   

  
	
   

  	
  3.

  	
  Confirmation
  of ICANN Accreditation (to be obtained on an annual basis).

  
	
   

  	
   

  	
   

  
	
   

  	
  4.

  	
  Completion
  and registration of all security and loan documentation satisfactory to the
  Bank and its legal counsel.

  
	
   

  	
   

  	
   

  
	
   

  	
  5.

  	
  Appropriate Borrowing and
  Enabling Resolutions.

  
	
   

  	
   

  	
   

  
	
   

  	
  6.

  	
  So
  long as the Borrower is indebted to the Bank, the Borrower shall maintain its
  primary banking accounts solely with the BMO Bank of Montreal and further the
  Bank shall provide, at competitive rates, all auxiliary non-credit and
  treasury banking services to the Borrower (it is acknowledged that the
  Borrower will maintain Foreign Exchange Forward Contracts with HSBC at the
  time of financial close).

  
	
   

  	
   

  	
   

  
	
   

  	
  7.

  	
  Satisfactory
  legal opinions relating to all matters considered relevant by the Bank and
  its counsel, including the due authorization, execution, delivery and
  enforceability of the loan and security documentation by the Borrower.

  
	
   

  	
   

  	
   

  
	
   

  	
  8.

  	
  Nothing
  shall have occurred which would have a material adverse effect on the
  business, operations or properties of the Borrower, on the rights and
  remedies of the Bank, or on the ability of the Borrower to perform its
  obligations to the Bank.

  
	
   

  	
   

  	
   

  
	
   

  	
  9.

  	
  Payment
  of all expenses and fees due hereunder.

  
	
   

  	
   

  	
   

  
						



 













 


	
  

  	
   

  
	
  Reporting

  	
   

  
	
  Requirements:

  	
  Quarterly (within 45 days of quarter end):

  
	
   

  	
   

  
	
   

  	
  Internally prepared quarterly consolidated financial statements of the Borrower, supported
  by Management Discussion and Analysis including variance analysis
  providing explanations for material variances between actual results and
  projections presented to the Bank.  A
  Borrower signed quarterly compliance certificate will confirm all financial
  covenant positions. Certified aged accounts receivable and accounts payable
  lists are to be provided as part of the quarterly reporting package.

  
	
   

  	
   

  
	
   

  	
  Annually (within 120 days of fiscal year end):

  
	
   

  	
   

  
	
   

  	
  Audited annual consolidated financial statements of the Borrower supported by Management
  Discussion and Analysis including variance analysis providing
  explanations for material variances between actual results and projections
  presented to the Bank.

  
	
   

  	
   

  
	
   

  	
  Annual consolidated business plan of the Borrower
  for the next fiscal year, comprising of a minimum of a balance sheet, income
  statement operating budget, cash flow statement, capital and/or lease
  expenditures schedule, tax liabilities,
  and major assumptions utilized to be provided no later than 15 days prior to
  the end of the then current fiscal year.

  
	
   

  	
   

  
	
  Financial Covenants:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  At all times, the Borrower
  will observe and maintain the following financial covenants based on the Borrower’s consolidated financial
  statements (to be calculated on a rolling 4-quarter basis unless otherwise
  indicated).

  
	
   

  	
   

  
	
   

  	
  1.

  	
  Maximum Senior Funded
  Debt to EBITDA: 2.50:1
  at close, to reduce to 2.00:1 by December 31, 2007

  
	
   

  	
   

  	
   

  
	
   

  	
  2.

  	
  Maximum Total Funded Debt
  to EBITDA: 3.00:1 at
  close, to reduce to 2.50:1 by December 31, 2007.

  
	
   

  	
   

  	
   

  
	
   

  	
  3.

  	
  Minimum Fixed Charge
  Coverage: 1.20:1.

  
	
   

  	
   

  	
   

  
	
   

  	
  4.

  	
  Maximum Annual Capital
  Expenditures capped at
  $1,500,000 per annum, subject to covenant compliance both before and after
  such expenditures.  Any additional
  amounts will be considered based on the Bank’s satisfactory review of the
  Borrower’s capital expenditure budget, to be submitted annually. It is
  acknowledged that $750,000 will be expended by the borrower during the
  remainder of fiscal 2007.

  



 













 


	
  Definitions:

  	
   

  
	
   

  	
  EBITDA = Earnings  as defined
  in the Company’s consolidated financial statements prepared in accordance
  with Generally Accepted Accounting Principals (GAAP) before cash interest expense
  (i.e. accrued interest gets added back), taxes on earnings, depreciation and
  amortization, but excluding dividend, interest and extraordinary or
  non-recurring other income as set out in the financial statements (such
  latter items to be agreed-upon by BMO).

  
	
   

  	
   

  
	
   

  	
  Senior Funded Debt = the credit facilities hereunder and all
  interest bearing debt not subordinated to the credit facilities
  hereunder.  For greater clarity, Senior
  Funded Debt shall include, but not be limited to capital leases, guarantees
  and PMSI’s but will exclude any settlement risk associated with forward
  contracts.

  
	
   

  	
   

  
	
   

  	
  Total Funded Debt =  Senior
  Funded Debt plus sub-debt (if applicable), but excluding investor sub-debt
  where rights of acceleration are prohibited until full repayment of the
  senior debt hereunder, as set out under an inter-creditor agreement with the
  senior debt lenders hereunder, and will also exclude any settlement risk
  associated with forward contracts.

  
	
   

  	
   

  
	
   

  	
  Fixed Charge Coverage
  Ratio = EBITDA less cash
  taxes paid or  payable in that period
  and unfunded capital expenditures, divided by the aggregate of fixed
  principal repayments and cash interest expenses payable in respect of Total
  Funded Debt.  This calculation is to
  exclude the repayment of the $6,000,000 in unsecured notes associated with
  the Mailbank.com Inc. acquisition due in June 2008, subject to the Bank
  satisfying itself that there is sufficient cash available to effect
  repayment.

  
	
   

  	
   

  
	
  Non-Financial
  Covenants:

  	
   

  
	
   

  	
  Usual,
  including maintenance of insurance; payment of taxes; disposition of major
  assets; compliance with statutes and with environmental standards; Reporting
  Requirements as set out above; notices of default on a timely basis; no
  material judgments; access to books and records; no assumption of additional
  debt or guarantee obligations by the Borrower except for leases and/or
  purchase money security interests entered into with respect to capital
  expenditures to a maximum of the covenant limits hereunder in any consecutive
  12-month period; and no payment of dividends.

  
	
   

  	
   

  
	
   

  	
  So Long as the Borrower is indebted to the Bank, the
  Borrower and/or Corporate Guarantors agree that without the prior written
  consent of the Bank acting reasonably:

  
	
   

  	
   

  
	
   

  	
  Amalgamation and Mergers.  The Borrower and/or
  Corporate Guarantors shall not amalgamate merge or reorganize with any
  corporation without the prior written consent of the Bank, which consent
  shall not be unreasonably withheld.

  



 













 


	
  

  	
  Change of Control.  There shall be no change in control of the
  Borrower and /or Corporate Guarantors without the prior written approval of
  the Bank which shall not be unreasonably withheld.  Notwithstanding the foregoing, changes in
  the ownership of the issued and outstanding shares of the company, as the
  case may be, shall be permitted if such changes do not affect the control
  exercised directly or indirectly on the Borrower and/or Corporate
  Guarantors.  The Borrower shall not buy
  back any of its outstanding shares during the term of the Loan without the
  prior written consent of the Bank, which consent shall not be unreasonably
  withheld.

  
	
   

  	
   

  
	
   

  	
  Assets Subject to Security.  The Borrower and/or Corporate Guarantors
  shall not in any fiscal years, sell, alienate, assign, lease or otherwise
  dispose of any fixed asset, machinery, equipment or immovable property
  subject to the Security unless in the normal course of business;

  
	
   

  	
   

  
	
   

  	
  Corporate Distributions.  The Borrower and/or
  Corporate Guarantors shall not make subrogated loan principal or interest
  payments, dividend payments, principal payments on shareholder advances in
  any fiscal year if, as a result of such distributions the Financial Covenants
  are breached or would be by the making of such distributions which, but for
  the lapse of time or giving notice, or both, would constitute a breach of its
  Financial Covenants contemplated herein.

  
	
   

  	
   

  
	
   

  	
  Negative Pledge.  Except for permitted encumbrances, the
  Borrower and/or Corporate Guarantors shall not create, assume or permit to
  exist any, security interest, charge or other encumbrances on any of its
  assets, revenues and on its properties ranking or purporting to rank prior to
  or pari passu with or after the
  Security;

  
	
   

  	
   

  
	
   

  	
  Permitted
  Debt.  The Borrower and/or Corporate Guarantors
  shall not incur any additional debt other than the Bank’s credit facilities.
  Any renewal, extension or refinancing of the debts mentioned in this
  paragraph will be permitted provided that the principal amount of such Debt
  shall not be increased nor shall the security granted in relation thereto be
  extended to cover additional property or to secure additional Debt. The
  Borrower and/or Guarantors shall not incur any new Debt or new operating
  leases if the Borrower is in breach of its Financial Covenants.  If any Breach of covenants has occurred and
  is continuing, The Borrower and/or Corporate Guarantors may not incur any new
  debt including, without limitation, Subordinated Debt.

  
	
   

  	
   

  
	
  Security & Other

  	
   

  
	
  Documentation:

  	
  To  include but not limited to:

  
	
   

  	
   

  
	
   

  	
  1.

  	
  Credit
  Agreement setting out the Terms and Conditions of the facility including the
  usual conditions precedent, representations and warranties, reporting
  requirements and financial covenants.

  
	
   

  	
  2.

  	
  Registered
  General Security Agreement, providing the Bank with a first, fixed and
  floating charge over all assets, including accounts receivable, inventory,
  equipment, contract rights.

  
	
   

  	
  3.

  	
  Full
  covering corporate guarantee(s) from all material related and / or
  subsidiaries supported by registered general security agreements providing
  the Bank with a first, fixed and floating charge over all assets, including
  accounts receivable, inventory, equipment, contract

  



 













 


	
  

  	
   

  	
  rights.

  
	
   

  	
  4.

  	
  Priority
  agreement to be executed between the Borrower, the Bank, and HSBC relative to
  the cash security pledged in support of Foreign Exchange Forward Contracts.
  Amount of pledged cash is not to exceed $2,000,000 US dollars.

  
	
   

  	
  5.

  	
  Assignment
  of material contracts, insurance (fire/all risk and 3rd party liability), licenses, trademarks,
  copyrights, patents & other intellectual property as appropriate.

  
	
   

  	
  6.

  	
  Environmental
  Checklist and Indemnities, on the Bank’s standard form.

  
	
   

  	
  7.

  	
  Solicitor’s unqualified letter(s) of opinion for all
  security and loan documentation.

  
	
   

  	
   

  	
   

  
	
  Events of Default:

  	
   

  	
   

  
	
   

  	
  Those customarily found in loan
  documentation for similar financings including but not limited to failure to
  pay principal and interest when due; representations and warranties
  materially incorrect; breach of covenants and security undertakings;
  judgments in excess of $250,000 against the Borrower or its subsidiaries
  which remain undischarged, unvacated, unbonded or unstayed for more than 45
  days; bankruptcy, insolvency, proceedings or actions; failure to comply with
  the terms of other financing agreements of the Borrower and its subsidiaries
  (with notice and cure periods as applicable); cross-default to material
  obligations of the Borrower,
  non-compliance with any environmental regulation imposed by any government or
  agency, material change of ownership or control either directly or
  indirectly.

  
	
   

  	
   

  
	
  Assignment:

  	
   

  
	
   

  	
  Lender will have the right (i)
  assign all or a part of its loans or commitments in minimum amounts of
  $5,000,000 and (ii) to sell participations in all or part of its loans or
  commitments provided however that the Lender shall not assign or participate
  the loans to any competitor of the Borrower.

  
	
   

  	
   

  
	
  Required by OSFI:

  	
   

  
	
   

  	
  The Borrower hereby confirms that this new financing
  and related loan accounts will only be used for the Borrower’s own business
  and business transactions associated therewith.

  
	
   

  	
   

  
	
  Increased Costs, Taxes
  etc.:

  	
   

  
	
   

  	
  The Borrower will reimburse any additional costs the
  Lender incurs in performing its obligations under the facility to be made
  available to the Borrower, resulting from any change in law, including any
  reserve or special deposit requirement or any tax or capital requirement or
  any change in the compliance of the Lender therewith, that has the effect,
  directly or indirectly, of increasing the cost of funding to the Lender or
  reducing the effective return on its capital. All loan repayments shall be
  made free and clear of any present and future taxes, withholdings or any
  other deductions.

  



 













 


	
  Representations
  and Warranties:

  
	
   

  	
  Usual, including confirmation
  of corporate status and authority, non-violation of law or existing
  agreements, no material litigation, satisfactory insurance coverage,
  continued compliance with environmental regulations and other such
  representations and warranties customarily contained in loan agreements for
  similar financings.

  
	
   

  	
   

  
	
  Expenses:

  	
   

  
	
   

  	
  All legal and other out of
  pocket costs incurred by the Lender with respect to completion, preparation,
  negotiation and enforcement of loan documents shall be for the account of the
  Borrower whether or not the transaction is completed.  Any out-of-pocket expenses other than legal
  are to be pre-approved by the Borrower before being incurred.

  
	
   

  	
   

  
	
  Governing Law:

  	
   

  
	
   

  	
  Province of Ontario and
  jurisdiction of Canada.

  
	
   

  	
   

  



 


Financing terms accepted as
outlined above.


Dated this 19th day of July 2007


Tucows.Com Co


	
  /s/ ELLIOT NOSS

  	
   

  
	
  Name: 

  	
  Elliot Noss

  	
   

  
	
  Title:

  	
  CEO and President