**Exhibit 10.10**

 

**THIS AGREEMENT** is made on 8 October 2009

 

### **BETWEEN**

### ** **

(1)**                        ****MGT CAPITAL INVESTMENTS****LIMITED**incorporated and registered in England and Wales with company number 07034382whose registered office is at 66 Hammersmith Road, London, W14 8UD (the “Lender”); and

 

(2)**                        ****MONEYGATEGROUP LIMITED****(**Company registered number****06599555)****whose registered office is at 1The Bulrushes, Woodstock Way, Boldon Business Park, Boldon Colliery, Tyne &Wear N35 9PF(the “Borrower”).

 

**RECITALS**

 

The Lender has agreed to lend to the Borrower and the Borrower hasagreed to accept a working capital loan in the sum of £250,000 on the terms andsubject to the conditions hereinafter appearing.

 

**1.****                             ****DEFINITIONSAND INTERPRETATION**

 

In thisAgreement unless the context otherwise requires:

 
| **“Effective Date”**               | means the date of this  agreement                                                                                                                                       |
|----------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                                   |                                                                                                                                                                    |
| **“Loan”**                         | means the sum of £250,000  owed by the Borrower to the Lender from time to time pursuant to this  Agreement;                                                       |
| ** **                                   |                                                                                                                                                                    |
| **“Borrower’s Bank Account”** | The bank account of the  Borrower details of which are;****Lloyds  Banking Group, Grey Street Branch, Newcastle Upon Tyne Account Number:  00261632 Sort Code: 30-93-71 |
| ** **                                   |                                                                                                                                                                    |
| **“Purpose”**                      | means working capital for  the Borrower in                                                                                                                              |

 

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| ** **           | connection with its business             |
|----------------------|------------------------------------------|
| ** **           |                                     |
| **“Term”** | means 12 months from the  Effective Date |

 

**2.****                                                     ****PURPOSEOF LOAN**

 

Subject to the terms of this Agreement the Lender will within 2 days of theEffective Date pay the Loan into the Borrower’s Bank Account in connection withthe Purpose.

 

**3.****                                                     ****CONDITIONSPRECEDENT**

 

The Borrower shall not make any payments ofmore than £50,000 as one payment at any time from the Loan withoutthe prior written consent of MGT, such consent not to be unreasonably withheld.

 

**4.****                                                     ****REPAYMENT**

 

The Borrower shall repay the Loan to the Lender in full at the end ofthe Term or such other period as may be agreed between the parties in writing.

 

**5.****                                                     ****INTEREST**

 

5.1                                               The Borrowershall not pay interest to the Lender on the amount of the Loan

 

5.2                                               In the event ofdefault by the Borrower in the payment of any sum due pursuant to thisAgreement on the due date for payment the Borrower shall pay interest on thatsum from the due date for such payment until actual payment (whether before orafter judgment) at the rate of 7% per annum payable to the Lender.

 

**6.****                                                     ****SECURITY**

 

The Loan shall be secured.

 

**7.****                 ****WAIVER**

 

Time shall be of the essence in respect of the Borrower’s obligationsunder or in respect of the Loan but no failure by the Lender to exercise, ordelay by the Lender in exercising, any right or remedy under or in respect ofthis Agreement shall operate as

 

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a waiver of it, nor shall any single partial or defective exercise bythe Lender of any such or remedy preclude any other or further exercise of thator any other right or remedy.

 

**8.****                                                     ****LAW**

 

This Agreement shall be governed and construed in accordance with byEnglish law and the parties hereto submit to the exclusive jurisdiction of theEnglish courts in connection with any dispute related to or connected with thisAgreement.

 
| /s/ Tim Paterson-Brown                            |   |
|---------------------------------------------------|--------|
| **For and on behalf of**                          |   |
| **MGT CAPITAL INVESTMENTS LIMITED**               |   |
| ** **                                        |   |
| ** **                                        |   |
| /s/ Dennis Reed                                   |   |
| **For and on behalf of MONEYGATE GROUP  LIMITED** |   |

 

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