Filed by Automated Filing Services Inc. (604) 609-0244 - Magenta Media (US) Inc. - Exhibit 10.5






EXHIBIT 10.5 

LOAN AGREEMENT 

THIS AGREEMENT is made the 4th day of October 2004 

BETWEEN: 

	(1) 	
      Magenta New Media Limited of 27 New Bond Street, London
      W1S 2RH ("the Borrower");

	 	 
	(2) 	
      ABS Global Capital Inc of 306 Victoria House, Victoria,
      Mahé, Seychelles ("the Lender")



Whereby it is agreed that the Lender will make available to the
Borrower a Loan Facility ("the Facility") in the sum of £150,000.00 (One hundred
and fifty thousand pounds Sterling) on the following terms and conditions:- 

	1. 	Commitment 


The amount of the Facility will not
exceed £150,000.00 

	2. 	Definitions 


The following terms used elsewhere in
this agreement shall have the meanings ascribed to them below:- 

	 	"Agreed Interest Rate" 	
      6 per cent per annum above the Svenska Handelsbanken Plc
      Base rate from time to time being in force or 10% per annum which ever is
      the greater 

	 	  	
       

	 	“Default Interest Rate” 	
      10 per cent per annum above the Svenska Handelsbanken Plc
      Base rate from time to time being in force or 14% per annum which ever is
      the greater 

	 	  	
	 	"Drawdown Date” 	
      The day upon which the Facility is drawn down in
      accordance with clause 3 and 7 and in meeting the qualification criteria
      outlined in clause 11. 

	 	  	
       

	 	"Encumbrance” 	
      Any mortgage charge lien pledge or other security
      interest or encumbrance of any kind 

	 	  	
	 	  	
       

	 	"Event of Default" 	
      Any of the events specified in Clause 10 hereof


	 	  	
       

	 	"Facility" 	
      The Facility the terms and conditions of which are set
      out in this agreement 

	 	  	
       

	 	“the Repayment Date” 	
      The 1st day of April 2007 

	 	  	
       

	 	"the Security Documents" 	
      The debenture more particularly described in clause 8
      hereof 

	 	  	
	 	“the Qualification Criteria” 	
      As set out in clause 11 hereof





	3. 	Availability 



	 	3.1 	
      Subject to the receipt by the Lender of the Security
      Documents, the Qualification Criteria and no Event of Default having
      occurred which is or with the passage of cime or the giving of notice
      shall become an Event of Default the Facility shall be made available to
      the Borrower in tranches of £30,000.00 and shall be advanced to the
      Borrower one tranche every three months, or otherwise agreed upon,
      following the date of this agreement following the receipt by the Lender
      of a written



 

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      notice from the Borrower requesting drawdown and
      including payment instructions to be received by the Lender three clear
      days before the Drawdown Date

	 	 	 
	 	3.2 	
      A notice given by the Borrower in accordance with clause
      3.1 above will be irrevocable




	4. 	Repayment 
	  	  	  
	4.1 	
      The Borrower shall subject to the terms and conditions of
      this Agreement repay the Facility in full together with all accrued
      interest and costs on or before the Repayment Date time to be of the
      essence 

	  	
       
	
       

	4.2 	
      No set off or counterclaim of any nature whatsoever by
      the Borrower against the Lender shall entitle the Borrower to refuse or
      fail to pay upon the due date the principal or interest in respect of the
      Facility or any monies payable hereunder or to set off or claim to set off
      any part of such sum against such claim or counterclaim but any claim or
      counterclaim shall only be enforceable by separate proceedings 

	  	
       

	4.3 	
      Prepayment of the whole or any part of the Facility will
      be permitted at any time at the Borrower's option without penalty save
      that if the Facility is repaid in full prior to the Repayment Date the
      Borrower shall in addition to repayment of the Facility pay to the Lender
      a sum equivalent to the amount of interest due to the Lender for the whole
      of the period of the Facility credit being given to the Borrower for
      interest payments (if any) made by the Borrower to the Lender prior to the
      date of prepayment 

	  	  	  
	5. 	Interest 
	  	  	  
	  	
      The Borrower shall not pay any interest to the Lender on
      the Facility for the period of eighteen months from the date of this
      Agreement thereafter the Borrower shall pay interest to the Lender at the
      Agreed Interest Rate upon repayment of the Facility save that in an Event
      of Default as set out in clause 10 below the Borrower shall pay to the
      Lender interest on all monies due under this Agreement at the Default
      Interest Rate from the date of Default until all monies due under this
      Agreement are repaid to the Lender 

	  	 
	6. 	Tax and Payments 
	  	  	  
	6.1 	
      All amounts due hereunder shall be paid by the Borrower
      without deduction of or withholding for or withholding of or on account of
      any taxes fees charges or otherwise which may be levied in the United
      Kingdom or elsewhere whether now or hereafter save to the extent that the
      Borrower is compelled by law to make such deduction in which event the
      Borrower will pay to the Lender such additional amount as shall ensure
      that the aggregate of the net amounts received after deduction shall equal
      the amount which would have been receivable before such deduction
  

	  	  	  
	6. 2 	
      All payments due to the Lender shall be made by the
      Borrower on the due date to such account as the Lender shall notify the
      Borrower in writing for this purpose 

	  	
       
	
       

	6.3 	
      All payments due under this agreement shall be made by
      Bankers Standing Order unless otherwise agreed in advance between the
      Lender and the Borrower 

	  	
       
	
       

	6.4 	
      All payments received by the Lender under this clause or
      any other provision of this agreement shall be applied in the following
      order: - 

	  	
	  	  	  
	  	6.4.1 	towards the costs charges and expenses of the
      Lender in enforcing any of its rights and remedies hereunder 
	  	  	  
	  	6.4.2 	towards satisfaction of interest up to the date
      of payment 
	  	  	  
	  	6.4.3 	towards satisfaction of the Facility up to the
      date of payment in total 
	  	  	  
	7. 	Conditions Precedent
  


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This Facility after deduction of the Lender's Solicitors costs
of and incidental to the preparation of this agreement and the Security
Documents is made available to the Borrower subject to this agreement duly
signed on behalf of the Borrower written notice of drawdown and the Security
Documents all in form and content acceptable to the Lender being received by the
Lender (or his Solicitors) not less than 3 business days prior to the Drawdown
date or such later date as may be acceptable to the Lender 

	8. 	
      Security

	 	 
	8.1 	
      As continuing security for the due and punctual payment
      and performance of all indebtedness and obligations of the Borrower to the
      Lender arising hereunder whether now or hereinafter existing and whether
      due or to become due (collectively, the “Obligations”), the Borrower
      hereby grants to the Lender a Debenture in the form attached hereto (the
      “Debenture”)

	 	 
	8.2 	
      In the event that the Borrower fails to perform any of
      its obligations hereunder the Lender may exercise all the powers and
      rights of the Debenture holder and as conferred by statute or otherwise
      and (without prejudice to the generality to the foregoing and in addition
      to the powers and rights conferred by statute) may sell or otherwise
      dispose of all title to and interest in the Company’s Property (or any
      part thereof) secured by the Debenture upon such terms and generally in
      such commercially reasonable manner as the Lender thinks fit. The Lender
      shall not be liable for any loss or damage occasioned by any such sale or
      disposal arising out of the exercise of or failure to exercise any of its
      powers hereunder. The Lender shall be entitled to apply moneys arising
      from the exercise of such powers towards the discharge of any amount due
      to it hereunder in such manner as the Lender deems fit, with (subject to
      any rights of set off, combination or retention in favour of the Lender)
      any surplus being paid to the Borrower.




	9. 	Covenants 


The Borrower covenants as follows:- 

	9.1 	
      to provide the Lender with such reasonable information as
      the Lender may reasonably require in respect of the Borrower's financial
      position

	 	 
	9.2 	
      to pay all the Lender's costs charges and expenses in
      connection with the Facility and the Security Documents to include inter
      alia legal costs

	 	 
	9.3 	
      to notify the Lender immediately in the event of a
      petition being filed against the Borrower for the winding up compulsory or
      otherwise of the Borrower or of the Borrower's inability to pay its
      debts

	 	 
	9.4 	
      to notify the Lender immediately in the event of any
      adverse changes in the financial position of the Borrower

	 	 
	9.5 	
      to notify the Lender immediately in the event that any
      litigation or administrative proceedings before or of any court or
      governmental authority is or becomes pending or to the best knowledge of
      the Borrower threatened against the Borrower or any of the Borrower's
      assets which might materially adversely affect the ability of the Borrower
      to perform the obligations hereunder or under the Security
  Documents

	 	 
	9.6 	
      to give notice to the Lender as soon as possible after
      becoming aware of the same of the occurrence of any Event of Default or
      any other event which with the giving of notice or lapse of time or both
      would constitute an Event of Default

	 	 
	9.7 	
      not without the prior written consent of the Lender to
      create or have outstanding any Encumbrance other than any such as has been
      disclosed to the Lender prior to the execution hereof

	 	 
	10. 	
      Events of Default



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In the event that: 

	10.1 	
      the Borrower makes default in the payment within seven
      days of the due date of any amount payable hereunder; or

	 	 
	10.2 	
      the Borrower shall default in the performance or
      observance of any other obligation covenant term or condition of this
      Facility and if capable of remedy such default shall not have been
      remedied within 15 days after written notice thereof shall have been given
      to the Borrower by the Lender; or

	 	 
	10.3 	
      any statement made or information supplied by the
      Borrower in connection with this Facility is incorrect or incomplete in
      any material respect; or

	 	 
	10.4 	
      any default shall occur under any other Encumbrances
      agreement or indebtedness entered into by the Borrower; or

	 	 
	10.5 	
      any insolvency/bankruptcy or similar proceedings are
      instituted against the Borrower under the laws of any jurisdiction;
    or

	 	 
	10.6 	
      there shall occur a change in the financial condition of
      the Borrower which would materially impair the ability of the Borrower to
      perform any of its obligations under the Facility or place any security
      constituted by any of the Security Documents in jeopardy; or

	 	 
	10.7 	
      if the Borrower makes an assignment for the benefit of
      its creditors or convenes a meeting for the purpose of entering into any
      arrangements or composition for the benefit of the said creditors or the
      Borrower suspend payment of its debts;or

	 	 
	10.8 	
      if an encumbrancer takes possession or a receiver or
      other similar officer is appointed in respect of the whole or any material
      part of the assets or undertakings or the equivalent thereof of the
      Borrower; or

	 	 
	10.9 	
      it becomes unlawful for the Borrower to perform its
      obligations under this agreement or any such documents becomes
      unenforceable; or



then the obligations of the Lender under this Facility may at
the sole discretion of the Lender be terminated forthwith and the entire amount
of the Facility together with accrued interest thereon and outstanding and any
other amounts payable hereunder shall immediately become due and payable without
further notice of any kind and the Lender shall have the immediate right to
enforce any of its rights under this Facility 

	11. 	Qualification Criteria



In order for the Borrower to call for a tranche of the Facility
it must provide the Borrower with the following: 

Each tranche is secured by reaching pre-agreed milestones,
which is attached hereto -

	 	2nd tranche – 	
      business infrastructure in place, product services live,
      demo services live, corporate and consumer website live, sales and
      marketing collateral in place, leads generated to ensure 1st
      sale, partnerships and alliances in place 

	 	  	
       

	 	3rd tranche - 	
      Revenue needs to be generated 

	 	  	
       

	 	4th tranche - 	
      Profitable business or a very clear path to break even
      must be in place, with the funds being used to increase sales and
      marketing efforts.

	 	  	  
	 	5th tranche - 	will be available if deemed needed
  



	12. 	Fees and Expenses 


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The Borrower undertakes on demand by the Lender to reimburse
the Lender for all charges costs and expenses incurred by the Lender in
connection with the establishment of this Facility and all monies which the
Lender may expend or become liable for in enforcing all or any of its rights or
remedies hereunder whether or not the Facility is drawn down pursuant to this
agreement 

	13. 	Benefit of Assignment



The Borrower may not assign its rights or obligations
hereunder. The Lender may at any time upon written notice to the Borrower assign
all or any part of its rights or obligations under this agreement to whomsoever
the Lender wishes 

	14. 	Notices 


All notices required to be given under the terms of this
agreement shall be in writing and in the case of the Lender shall be sent to and
in the case of the Borrower shall be given to the address for service herein
before appearing. Any such notice may be delivered personally by first class
pre-paid registered delivery post or facsimile transmission and shall be deemed
to have been served if by hand when delivered if by first class registered
delivery post 48 hours after posting and if by facsimile transmission when
despatched 

	15. 	Law and Jurisdiction




	15.1 	
      This agreement shall be governed by and construed in
      accordance with the laws of England

	 	 
	15.2 	
      Any dispute arising between the parties concerning this
      agreement shall be determined by the English Courts and the parties hereby
      submit to the exclusive jurisdiction of the English Courts for such
      purpose




	16. 	Waiver 


No failure to exercise nor delay in exercising on the part of
the Lender any right or remedy hereunder shall operate as a waiver thereof nor
shall any single or partial exercise of any right or remedy prevent any further
or other exercise thereof or the exercise of any other right or remedy 

	17. 	The Contracts (Rights Of Third Parties) Act
      1999 


The parties hereto do not intend that any term of this
Agreement should be enforceable by any third party as provided by The Contracts
(Rights Of Third Parties) Act 1999 

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IN WITNESS whereof the parties hereto have executed this
Agreement

SIGNED as a DEED by
ABS GLOBAL CAPITAL INC
a
Company incorporated in Seychelles
acting by a person who in accordance
with
the laws of that territory is acting under
the authority of the
Company:-

/s/ Mark Gebhard 

EXECUTED as a deed by
MAGENTA NEW MEDIA LIMITED acting
by
a Director and Company
Secretary or by two Directors 

Director: /s/ Nathan Amery 

Witness: /s/ Mark Gebhard
pp Kingsland (Services)
Limited 

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