**Exhibit 10.12**

Telesource International, Inc.

860 Parkview Boulevard

Lombard, Illinois 60148

United States of America

22March 2005

*Attention:Nidal Zayed /Bud Curley*

Dear Sirs,

US$7,500,000 Loan Facility

Arab Banking Corporation(B.S.C.), acting for the purposes of this letter through its Head Office at ABCTower, Diplomatic Area, P.O. Box 5698, Manama, Kingdom of Bahrain (“ABC’), ispleased to offer you the facility set out below (the “Facility”) on the termsand conditions of this letter.

**1             ****The**Facility

1.1                                 Purpose: The purpose of the Facility is to provide you with a short-termworking capital loan.     In this letter:

(a)                                  “Acceptance Date” means the date upon whichyou accept the terms and conditions of this letter.

(b)           “Availability Period” means the period of 1 (one) monthcommencing on the

Acceptance Date (as this may be extended inaccordance with clause 1.3).

(c)           ***“Drawdown Date***” means thedate described in clause 2.2.

(d)           ***“Drawdown***Notice”means the notice described in clause 2.4.

(e)           “Facility Documents” means the Relevant Documents, theguarantee mentioned in

paragraph 2 of Part 1 of **Appendix 1**andany other documents securing your obligations under this letter.

(f)**                                   *****“Loan”*** means the principal amount borrowed by youon the Drawdown Date or, as the context requires, owing to ABC under thisletter.

(g)           “Relevant ***Documents***”means this letter and any other documents to which you are a

party securing your obligations under this letter.

(h)                                 “Repayment ***Date***”means the date falling twelve (12) months after the Drawdown Date or on suchlater date as ABC may agree in writing before the Drawdown Date.

1.2           Amount: The maximum amount of the Loan isUS$7,500,000 (seven million five hundred

thousand United StatesDollars).

1.3                               Availability: The Facility will be available for your useduring the Availability Period. ABC may at its sole discretion extend theAvailability Period if you request its extension no later than 10 days prior toexpiry of the first Availability Period or of any extension thereof.

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***2******                                        *****Drawdown**

2.1           Amount: The full amount of the Loan shall be drawndown in a single installment,

2.2                                 Drawdown Date: The Loan may only be drawn down on abusiness day during the Availability Period. A ***“business******day”***means a day on which banks are open fordomestic and foreign exchange business in Bahrain and, if a payment is to bemade on such day, New York.

2.3                                 Conditions to Drawdown Notice: Prior togiving the Drawdown Notice pursuant to clause 2.4, you shall deliver to ABC, inform and substance satisfactory to it, all the documents referred to in Part 1of Appendix 1.

2.4                                 Notice: You shall give to ABC at least 3business days’ irrevocable notice substantially in the form set out in Appendix2 that you want to draw down the Loan.

2.5                                 Conditions to drawdown: ABC shall not be obliged to advance theLoan unless the conditions referred to in Part 2 of **Appendix 1**have been delivered/fulfilled to its satisfaction.

**3              Interest**

3.1                                 Interest: You shall pay to ABC interest on the Loan at the rate per annum thatis the aggregate of (a) 1.25% (one and one quarter per cent) and (b) the US$London Inter-Bank Offered Rate (as determined by ABC in accordance with clause5.4) for the relevant period.

3.2           Payment: Interest shall be paid in full on the lastday of the relevant interest period.

3.3                                 Selection of Interest periods: You may, by notice received by ABC notlater than 10 a.m. on the third business day before the beginning of eachinterest period or (as appropriate) in the

Drawdown Notice, select aduration of 3 or 6 months for such interest period.

**3.4****                              **Duration of periods: Each interest period shall be of theduration determined in accordance with clause 3.3. The initial interest periodshall commence on the Drawdown Date and each subsequent interest period shallcommence on the expiry of the previous interest period. If the final interestperiod would otherwise overrun the Repayment Date, it will end on that date. Ifyou fail to select the duration of an interest period in accordance with thisclause, such interest period shall, subject to the other provisions of thisclause, have a duration of 3 months.

3.5                               Late payment: Interest on sums not paid when due shallaccrue at the annual rate of one per cent (1%) per annum over theabove-mentioned rate from the due date through the date of actual payment. Suchinterest on overdue sums shall be computed by reference to such periods of timeas ABC selects.

**4              Repayment and Prepayment**

4.1           Repayment: The Loan and all interest thereon shallbe repaid in full on the Repayment Date.

4.2                               Prepayment: You may prepay the Loan in whole or in part (being $1,000,000 or anintegral multiple thereof) on an interest payment date (together with accruedinterest and any other amounts then due and payable) provided you have given atleast ten (10) days’ irrevocable notice of prepayment. No prepayment may bemade except as expressly provided in this letter and no amount prepaid may bere-borrowed.

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**5             ****Payments**

5.1                              Timing currency and amount: You shall make each payment owing to ABC hereunder in full without set-offor counter-claim:

(a) on its due date in immediately available funds of the currency inwhich the payment is expressed to be due to such account or accounts as ABCdirects; and

(b) free and clear of any restrictions or conditions and withoutdeduction or withholding for any tax or any other matter whatsoever. If at anytime any applicable law requires you to make any such deduction or withholding,then the sum due from you in respect of such payment shall be increased to theextent necessary to ensure that after the making of such deduction orwithholding ABC shall receive a net sum equal to the sum which it would havereceived had no such deduction or withholding been required to be made. Youshall, on request, provide ABC with evidence satisfactory to it of any amountso deducted or withheld.

**5.2****                              **Non-business days: Any sum falling due for payment on a daywhich is not a business day shall be made on the next succeeding business day.However, such payment shall be made on the preceding business day if the nextsucceeding business day falls in the next succeeding calendar month.

5.3           Overdue amounts: Any sum which is not paid when dueshall constitute a principal sum due  hereunder.

5.4                                Calculation: ABC shall calculate interest, commission, fees and other sums duehereunder in accordance with its customary practices. Interest, commission andother sums due on an annualized basis shall be computed on the basis of a yearof 360 days and the actual number of days elapsed.

5.5                                Computations binding: ABC’s computations of interest, commission,fees or other sums due hereunder and calculated in accordance with the termshereof and/or normal market practices shall (in the absence of manifest error)be binding on you and conclusive for all purposes.

**6              Representations and Warranties**

You represent and warrant to ABC on a continuing basis until all yourliabilities to ABC****under the Relevant Documents have been fullyand finally satisfied, that:

(a)                                  you are a public company duly organized andin good standing under the laws of the State of Delaware in the United Statesof America, fully empowered under your constitutive documents, by all necessarygovernmental approvals and by all other action that may be necessary ordesirable to accept the terms of this letter, to borrow hereunder and toperform your obligations in connection with the Relevant Documents, whichobligations are legally and validly binding on and enforceable against you andyour successors in title according to their terms;

(b)                                 the performance of your obligations inconnection with the Relevant Documents will not contravene any applicable law,the provisions of your constitutive documents, the term of any administrativeor court order or any other obligation binding on you and will not result in oroblige you to provide security to any other person;

(c)                                  you are not in breach of any agreement or indefault of your obligations to any other person and there are no legal,arbitration or administrative proceedings outstanding or threatened against youor your assets (which in this letter means present and future properties,revenues and rights of every description) before any court, tribunal or authoritywhich might materially adversely affect your ability

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(d)                                 your most recent audited annual financialstatements have been prepared in accordance with generally accepted accountingprinciples in the State of Delaware in the United States of Americaconsistently applied and there has been no material adverse change in yourbusiness, asset values, financial condition or results of operations since thedate of such statements; and

(e)                                  your payment obligations under the RelevantDocuments rank at least pari passu with the claims of all your other unsecuredand unsubordinated creditors, except for obligations mandatorily preferred bylaw applying to companies generally.

**7             **Indemnity 

7.1                                Scope: You shall, on demand, indemnify ABC against and/or reimburse ABC forand hold it harmless from all losses, liabilities, costs, damages and expenses(including, without limitation, legal fees and costs and losses arising fromABC’s liquidation of deposits used to fund any part of the Loan) that ABC maysustain, suffer or incur in connection with the Facility Documents includingany of the foregoing resulting from, without limitation:

(a)                                  any increase in ABC’s cost of providing youwith, or maintaining any part of, the Loan which is beyond ABC’s control andresults in a reduction of its anticipated yield;

(b)                                 ABC’s receipt of a payment due hereundereither before or after its scheduled due date, whether made voluntarily, byreason of default or for any other reason whatsoever; and

(c)                                  ABC’s receipt of any payment due to it(whether by way of set-off, court order, judgment or otherwise) in a currencyother than the currency in which payment is due hereunder, which, whenconverted by ABC (at its current exchange rate) into the currency in whichpayment is due, yields less than the amount due with respect to such payment.

**7.2****                             **Duration: This indemnity is separate from your other obligations in connectionherewith, is a continuing security to ABC, shall be in addition to, and shallnot prejudice or be prejudiced by, any other security, guarantee, indemnity,lien or other right of ABC and shall survive the termination of the Facility.

8              Notices

All notices and demands between the parties shall bewritten. Any notice, demand or other written communication between you and ABCshall be made in English by letter (hand delivered or sent via the quickestavailable postal service) or fax transmission, All such communications shall beaddressed to you at your above-mentioned address (fax: (+1 630) 620 4753),attention: Nidal Zayed */*Bud Curley) and to ABC at its address or faxnumber on page 1 of this letter. Any such communication between you and ABCshall only be deemed effective on receipt by the party to which thecommunication is sent. Receipt of a fax transmission shall be deemed to occurwhen the sender receives a confirmation from the sender’s fax machine that anerror-free transmission has beencompleted. Any communication received on a non-business day for the addresseeshall be deemed to be received at its opening on its next succeeding businessday.

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**9          **Successors, Assignees and Participation

You shall not assign any of your rights or transfer any of yourobligations in connection with the Relevant Documents without ABC’s priorwritten consent. Subject to your prior consent (such consent not to beunreasonably withheld, conditioned or delayed) ABC may assign its rights,powers and remedies under the Facility Documents without consent from or noticeto you. Any such assignee will assume all ABC’s rights, powers and remediesthereunder as fully as if that person were a party thereto. ABC may also grantparticipations in its rights against you without consent from or notice to you.

**10           Law****and Jurisdiction**

10.1                           Law: This letter andall matters arising out of the Facility shall be governed by and construed inaccordance with English law.

10.2                           Submission to jurisdiction: You agree for the benefit of ABC that any legal action or proceedingsarising out of or in connection with the Facility against you or any of yourassets may be brought in the English courts and you irrevocably andunconditionally submit to the jurisdiction of such courts and irrevocably designate,appoint and empower Law Debenture Corporate Services Limited at present ofFifth Floor, 100 Wood Street, London EC2V 7EX, England to receive for you andon your behalf, service of process issued out o f the English courts inany such legal action or proceedings. The submission to such jurisdiction shallnot (and shall not be construed so as to) limit the right of ABC to takeproceedings against you in the courts of any other competent jurisdiction, norshall the taking of proceedings in any one jurisdiction or more preclude thetaking of proceedings in any other jurisdiction, whether concurrently or not.You further agree that only the courts of England and not those of any otherstate shall have jurisdiction to determine any claim which you may have againstABC arising out of or in connection with the Facility.

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The offer in this letter isvalid until the date 10 days from the date of this letter when it shall expire,Please acknowledge your acceptance of the terms and conditions of this letterand the attached Appendices by signing the enclosed copy of this letter whereindicated and returning the signed copy of this letter to the undersigned toevidence your agreement with ABC.

Yours faithfully,

for and on behalf of

**ARAB BANKING CORPORATION (B.S.C.)**

** **

** **

** **

** **

 
|                  |     |     |     |                   |
|------------------|----------|----------|----------|------------------------|
| Mohammed El Qaq  |     |     |     | Rashed Al Khilifa      |
| *Vice President* | * * | * * | * * | *First Vice President* |

* *

* *

* *

*ABC is aBahraini Joint Stock Company duly established in the Kingdom of Bahrainpursuant to Amiri Decree Law No. 2 of 17 January, 1980 and registered**in**the Commercial Registerunder C.R. No. 10299, with an authorized share capital of one thousand Fivehundred million United States dollars (US$1,500,000,000) and a fully subscribedand paid up share capital of one billion United States dollars(US$l,000,000,000) and with its Head Office at ABC Tower, Diplomatic Area, P.0. Box 5698, Manama, Bahrain.*

Acceptedand agreed

forand on behalf of

**TELESOURCE INTERNATIONAL, INC.**

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Date**:                                       **

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**APPENDIX 1**

1.             A certificate in the form of Part **3**of Appendix 1. Note the following:

(a)                                  The “certified” specimen signatures mentionedin paragraph 4 of thecertificate below must be certified as true copies of the originals by (1) anindependent (i.e. not in-house) lawyer (specifying his/her name and the nameand address of his/her firm) or (2)an embassy, consulate or high commission of the Company’s country an officialprofessional registration body (e.g. Commercial Registration Office, Chamber ofCommerce).

(b)                                 All documents provided must be either inEnglish or, if not in English, accompanied by an English translation by an approved translator (and in this casethe English translation will prevail unless the document is a constitutional,statutory or other official document).

2.                                       A guarantee duly executed by A1 Ahli Bank ofKuwait in favor of ABC with respect to your obligations under this letter.

3.             Your most recent audited financial statements.

4.                                       The acceptance by Law Debenture CorporateServices of its appointment as your process agent pursuant to clause 10.2 andthe above guarantor’s process agent pursuant to the corresponding provision ofthe guarantee.

Part2: Conditions precedent to drawdown

1.                                       Your representations and warranties in thisletter shall have been/be true and correct on the date that you presented theDrawdown Notice and on the Drawdown Date as though made on each such date withreference to the circumstances then existing.

2.                                       Your covenants in this letter shallhave been performed to the extent required on and as of each such date.

3.                                       There shall not have existed or exist on anysuch date an event of default in connection with the Facility or an eventwhich, but for notice, lapse of time or both, would constitute an event ofdefault.

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Part 3

**TELESOURCEINTERNATIONAL, INC.**

(the***“Company”)***

OFFICER’SCERTIFICATE

I, Nidal Z. Zayed, theCorporate Secretary, EVP and Chef Operating Officer of the Company, herebycertify as follows:

**1             **Verification of identity information

1.1                               Structure of the Company: The Company is a public companyincorporated on 10 May 1995 under the laws of the State of Delaware in theUnited States of America and listed on the National Association of SecuritiesDealers Over The Counter Bulleting Board.

1.2           Registration (CR) number: 2506153.

1.3           Names:

(a)           Registered corporate name: Telesource International, Inc.

(b)           Trading name (if different): N/A.

1.4           Addresses:

(a)                                Registered address: 2711 Centerville Road, Suite 400, Wilmington,Delaware 19808, United States of America.

(b)                                 Street and postal address of principaltrading office (if different): 860 Parkview Boulevard, Lombard, Illinois 60148,United States of America.

**2             **Documents

2.1                                 Constitution: Attached as Appendix “A” are true andcomplete certified copies of the following:

(a)                                  The Certificate of Incorporation and By-Lawsof the Company (and all amendments to date). They have not subsequently beenamended or rescinded and remain in full force, and effect as at the datehereof.

(b)           The Company’s certificates of merger.

2.2                               Board resolutions: Attached as Appendix “B” is a true andcomplete copy of the resolutions passed at a meeting of the board of directorsof the Company (duly called and held on 18 March 2005 at which a quorum of theboard was present in person throughout) approving the facility and authorizingnamed persons or specified officers to sign all required documents. Theresolutions adopted at the meeting have not been amended or rescinded andremain in full force and effect as at the date hereof.

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**3****                                        **Confirmation

The execution and delivery by the Company of the documents referred toin 2.2 above, and the performance by the Company of the transactionscontemplated thereby, will not cause any limit or restriction on the Company orits directors (imposed by the constitutional documents of the Company or anyagreement or instrument which is binding on the Company or its assets) to beexceeded or contravened.

4              **Specimen signatures**

Finally, certified specimen signatures of those with authority to acton behalf of the company are enclosed.

 

 

 
|                                                                                                           |                                                       |   |
|----------------------------------------------------------------------------------------------------------------|-------------------------------------------------------|--------|
|                                                                                                           | Nidal Z. Zayed                                        |   |
|                                                                                                           | Corporate  Secretary, EVP and Chief Operating Officer |   |
| Dated [                 ] |                                                  |   |

 

**              Complete as appropriate*

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APPENDIX **2**

DrawdownNotice

Arab Banking Corporation (B.S.C.)

P.0. Box 5698

Manama

Bahrain

*For theattention of Khalid Hijris /Abdul Aziz Mohamed, Loans*& *Agency Department*

Dear Sirs,

US$7,500,000 Loan FacilityLetter (the ***“Agreement”)***dated 22 March, 2005

We refer to the Agreement,terms defined in which are used with the same meanings in this notice, unlessthe context otherwise requires.

We hereby give youirrevocable notice that we wish to draw down the Loan as follows:
| 1. | *Principal amount of the Loan:* | US$7,500,000         | * * |
|----|---------------------------------|----------------------|----------|
| 2. | *Desired Drawdown Date:*        | [   ] | * * |

 

Please credit the Loan toour account no. [       ]**with A1****Ahli Bank of Kuwait, Kuwait through A1 Ahli Bank’s USD account no.8033213108 with The Bank of New York, One Wall Street, New York, USA, SWIFT ID:IRVTUS3N, reference “Arab Banking Corporation (B.S.C.): US$7,500,000 loan”.

We hereby confirm that ourrepresentations and warranties in clause ***6***of the Agreement are true and correct asthough made today with reference to the circumstances now existing, that ourcovenants in the Agreement have been performed to the extent required on and asof today and that there does not exist an event of default in connection withthe Facility or an event which, but for notice, lapse of time or both, wouldconstitute an event of default.

Yours faithfully,

for and on behalf of

**TELESOURCE****INTERNATIONAL,****INC.**

** **

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***APPENDIX 2***

***DRAWDOWN NOTICE***

Arab Banking Corporation (B.S.C.)

P.O. Box 5698

Manama

Bahrain

March 26, 2005

*For theattention of Khalid Hijris /Abdul Aziz Mohamed, Loans*& *AgencyDepartment*

Dear Sirs,

**US$7,500,000/- Loan Facility Letter(the*****“Agreement”)*****dated 22 March, 2005**

We refer to the Agreement,terms defined in which are used with the same meanings in this notice, unlessthe context otherwise requires.

We hereby give youirrevocable notice that we wish to draw down the Loan as follows:
| 1. | Principal amount of the Loan: | US$7,500,000/-            |   |
|----|-------------------------------|---------------------------|--------|
| 2. | Desired Drawdown Date:        | 31’’ March 2005 |   |
| 3. | Interest Period               | 6 months                  |   |

 

Pleasecredit the Loan to our account no. 0603-65388201 with Al Ahli Bank of Kuwait,Kuwait through Al Ahli Bank’sUSD account no. 803 3213 108 with The Bank of New York, One Wall Street, NewYork, USA, SWIFT ID: IRVTUS3N, reference “Arab Banking Corporation (B.S.C.):US$7,500,000 loan”.

We hereby confirm that ourrepresentations and warranties in clause ***6***of the Agreement are true and

correct as though made todaywith reference to the circumstances now existing, that our covenants in theAgreement have been performed to the extent required on and as of today andthat there does not exist an event of default in connection with the Facilityor an event which, but for notice, lapse of time or both, would constitute anevent of default.

Yours faithfully,

for and on behalf of

**TELESOURCE****INTERNATIONAL,****INC.**

** **

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Nidal Z. Zayed

COO& EVP

 

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Telesource International,Inc ~ 860 Parkview Boulevard ~ Lombard, IL 60148

PHONE:630.620.4787 ~ FAX: 630.620.4753 ~ www.tscintl.com

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