Exhibit
10.60


 


	
  

  	
   

  	
  LOAN
  AGREEMENT

  Companies
  and institutions

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Date of issue

  27.02.2004

  	
   

  	
  Number

  800506-4202927

  



 


5. Interest and interest period


The debtor shall pay interest
on the outstanding amount, as per the provisions of this section, from the
drawdown date onwards.


 


ý  The interest rate shall be the variable
reference rate plus a margin




	
  Reference rate

  	
   

  	
  Margin percentage

  	
   

  
	
  The
  three-month Euribor rate

  	
   

  	
  0.50

  	
  %

  



 


o The interest rate shall be fixed:


 


%
p.a. fixed for the length of the loan
period             for
time:


 


The interest of a loan tied to euribor rate changes on the first day of
each interest period in accordance with the euribor quotation of that day. The
rate will remain unchanged during the interest period.


 


In case euribor rate is not quoted on the first date of the interest
period, the rate of next quotation date will be applied. The first interest
period shall begin on the first drawdown date. The following interest period
shall begin on the day following the expiry of the previous
period.


 


The interest of a loan tied to Sampo Prime rate will change
correspondingly each time the Sampo Prime rate changes, whereas the margin
remains unchanged.


 


The interest rate of fixed interest rate loans shall remain the same
during the whole loan period or the period stated in the agreement, unless the
bank and the debtor have agreed otherwise in writing.


 


The overall fixed interest charged on a debt, or the size of the fixed
floor, will be decided upon in accordance with the fixed interest period offer
agreed in the promissory note and valid on the date of withdrawal of the first
debt installment. The fixed interest rate valid on the date of withdrawal may
be larger or smaller than the fixed interest percentage entered in the
promissory note.


 


Interest shall be calculated using real days and a 360-day year.


 


The interest will fall due for payment:


• Always on the
last day of each interest period for loans with euribor rate.


 


If the last day of an interest period is not a banking day, the interest
shall be paid on the next banking day.


 


If quotation of the selected reference rate is terminated or suspended,
the reference rate to be applied to the loan shall be fixed according to the
legal provision or a decision or regulation by the authorities on the new
reference rate.


 


If no legal provision or decision or regulation by the authorities is
issued regarding the new reference rate, the bank and the debtor shall agree on
a new reference rate to be applied to the loan. If the bank and the debtor fail
to reach agreement on a new reference rate before the end of the interest
determination period, the reference rate to be applied to the loan shall be the
reference rate applied before the end of the interest determination period in
question.


 


If the bank and the debtor cannot agree upon a new reference rate within
six months of the end of
the interest determination period, the bank shall fix a new reference rate
after consulting the authorities supervising the bank.


 


	
  Sampo Bank
  plc

  	
   

  
	
  Registered domicile and
  address Helsinki,

  	
   

  
	
  Unioninkatu 22, FIN-00075 SAMPO, Finland.

  	
   

  
	
  Business ID 1730744-7

  	
   

  



 


 


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  6. Banking day

  	
  Weekdays
  from Monday to Friday are banking days under the terms of this agreement,
  excluding Finnish holidays, Independence Day, May 1, Christmas Eve and
  Midsummer Eve in addition to any days specified at any time as bank holidays
  by European Central Bank.

   

  
	
   

  	
   

  
	
  7. Fees and charges 

  	
   

  
	
  7.1 Arrangement fee

  	
  The
  arrangement fee shall
  be         % of the loan amount.

  The arrangement fee shall
  be either deducted from the loan amount upon first drawdown, or charged to
  the debtor separately.

  
	
   

  	
   

  
	
  7.2
  Commitment fee

  	
  The
  commitment fee rate shall be      % p.a.

  The commitment fee shall be
  charged as of

  The debtor shall pay the
  bank the above percentage p.a. of the undrawn loan amount from the above date
  until drawdown of the loan. The commitment fee shall be deducted from the
  amount drawn, or charged to the debtor separately.

  
	
   

  	
   

  
	
  7.3 Other fees

  	
  The debtor shall be liable
  for any fees and commissions levied in accordance with the bank’s current
  service fee tariff in connection with granting, drawing, using and repaying
  the loan, as well as any other fees and commissions related to management of
  the loan. The service fee tariff is available at all bank offices and
  branches

  
	
   

  	
   

  
	
  7.4 Changes

  	
  The bank is emitted to
  increase the fees and Commissions referred to in section 7.3. The bank shall
  publish such increases in the service fee tariff. Such an increase shall come
  into effect at the beginning of the calendar month starting no less than one
  month from publication of the increase in the service fee tariff.

  
	
   

  	
   

  
	
  7.5 Charges

  	
  The owner of the pledge and
  the pledge are liable for all costs deriving from the custody and management
  of the pledge. If the owner of the pledge neglects to pay the costs of
  custody and management of the pledge, the bank is entitled to recover the
  costs from the debtor.

  
	
   

  	
   

  
	
  8. Repayment 

  	
  The loan shall be repaid to
  the bank or to a party specified by the bank.

  
	
   

  	
   

  
	
  8.1 Instalments

  	
  o  The
  loan principal shall fall due and be repaid in equal instalments

  
	
   

  	
  Amount of each instalment

  	
  Annual due dates of
  instalments

  
	
   

  	
   

  	
   

  
	
   

  	
  First instalment date

  	
  Last instalment date

  
	
   

  	
   

  
	
   

  	
  ý  The
  loan principal shall fall due and be repaid in its entirety in a single
  Instalment

  
	
   

  	
  Due
  date

  01.03.2006

  
	
   

  	
   

  
	
   

  	
  o  The
  loan shall be repaid according to a separate repayment schedule

  
	
   

  	
   

  
	
  8.2
  Payments

  	
  The amount falling due,
  instalment and/or interest, or any other payment arising from this loan
  agreement, shall be paid so that it reaches the bank on the due date. If the
  due date is not a banking day, payment must be received on the following
  banking day.

  
	
   

  	
   

  
	
  8.3 Premature loan
  repayment

  	
   

  
	
   

  	
  The loan can be repaid with
  no extra costs in the last day of each interest period provided that the
  debtor has informed the bank of repayment one week beforehand at the latest.

  
	
   

  	
   

  
	
   

  	
  Save the situations
  mentioned above, the loan can be repaid before the due date only by agreement
  with the bank. If the bank and the debtor agree on premature repayment of the
  loan or any part thereof, the debtor shall, if the bank so requires, pay any
  fees and commissions required according to the bank’s service fee tariff, and
  the real costs incurred from cancelling and reinvesting the funding, and
  compensate for loss of profit according to a written calculation by the bank.

  



 


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  9.  Default interest

  	
  If principal falling due,
  interest or other payment arising from the terms of this loan agreement is
  not paid by the due date, the bank shall be entitled to charge a default
  interest of six per cent (6%) p.a. above the three-month Euribor rate, though
  never less than 18% p.a., from the due date to the payment date. The default
  interest shall be determined according to the Euribor rate quoted on the
  banking day following the due date and reviewed at three-month intervals.

  
	
   

  	
   

  
	
  10. Taxes

  	
  The debtor shall be liable
  for any taxes arising from this loan and changes made in its terms, such as
  stamp or other similar taxes, including any consequences for default and
  punitive tax increases. If the bank is obliged to pay such taxes, the debtor
  shall compensate the bank for the payments, at an interest rate of 18% p.a.,
  calculated from the date on which the bank paid the tax up to the date on
  which the debtor paid the compensation.

  
	
   

  	
   

  
	
  11.  Collection and pledge realization costs

  
	
   

  	
  The debtor shall be liable
  to compensate the bank for any costs incurred from debt collection or
  realization of a pledge deposited against the loan, as well as a reasonable
  fee for any collection and other measures undertaken.

  
	
   

  	
   

  
	
  12. Collateral

  	
  if the bank considers that
  the collateral deposited is no longer sufficient to cover the loan and that
  the repayment of the loan has been endangered, the debtor shall, within a
  time limit set by the bank and to the bank’s satisfaction, deposit further
  collateral approved by the bank or pay back part of the loan to the bank’s
  satisfaction.

  
	
   

  	
   

  
	
  13.  Debtor’s notification duty

  	
   

  
	
   

  	
  The debtor shall notify the
  bank immediately of any changes in name or address.

  
	
   

  	
  The debtor undertakes to
  provide the bank annually with its final accounts data in a profit and loss
  statement, balance sheet, annual report and auditors’ report, and any appended
  notes, no later than two months after the date by which accounting provisions
  require the accounts to be closed. Also, the debtor undertakes to provide the
  bank with any interim accounts, interim reports and stock exchange bulletins
  as soon as they become available. If the bank so requires, the debtor shall
  provide at its own expense any information and documents that the bank
  considers necessary to establish the financial position of the debtor and the
  value of the collateral deposited with the bank.

  
	
   

  	
  The debtor shall, within
  the constraints of the law, immediately inform the bank of any events
  pursuant to section 15, paragraphs c), e) and g), changes in company form,
  intention to subdivide in part or in whole, or intention to merge with
  another corporation or act as the receiving corporation in a merger, or any
  intention of the debtor and another corporation to jointly found a new
  corporation.

  
	
   

  	
   

  
	
  14.  Disclosure of information

  	
   

  
	
  14.1

  	
  The bank is entitled to
  disclose information on the debtor and this loan according to the legislation
  in force at any given time.

  
	
   

  	
   

  
	
  14.2

  	
  The bank is entitled to
  divulge to the guarantor and the owner of the pledge information on all
  commitments, delinquent payments and other matters affecting the debtor’s
  solvency.

  
	
   

  	
   

  
	
  14.3

  	
  The bank is entitled to
  report, and the registrar entitled to record, any default on a credit payment
  to its credit information register, as soon as such record becomes admissible
  under legislation or a data protection authority decision.

  
	
   

  	
   

  
	
  15.  Events of default

  	
  The bank shall be entitled
  to call in the loan due for immediate payment if

  
	
   

  	
  a) the debtor defaults on
  the principal of this loan, the interest or any other payment under this loan
  agreement;

  
	
   

  	
  b) the debtor, the
  guarantor or any corporation or private person in the same group of companies
  as the debtor or having an essential economic interest in the debtor defaults
  on any payment whatsoever to a  company
  in the Sampo Group;

  
	
   

  	
  c) the debtor or guarantor
  fails to make any other payment on a substantial loan or similar liability on
  the due date, or such obligation is called in for premature payment or is
  made subject to enforced collection;

  



 


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  15.  Events of default

  	
  d) the debtor or guarantor
  has given any company in the Sampo Group misleading information or withheld
  information concerning its financial situation that might have influenced the
  decision to grant the loan, or its terms. The pledger has given misleading
  information concerning the pledge or the value of the pledge or withheld
  information on it that might have influenced the decision to grant the loan,
  or its terms;

  
	
   

  	
  e) the debtor or guarantor
  is sued for bankruptcy or placed in liquidation; or the debtor or guarantor
  applies for composition, halts its payments or terminates its business
  completely or essentially; or an application for restructuring concerning the
  debtor or guarantor is made under the act on corporate restructuring; or an
  application for loan rescheduling concerning the debtor or guarantor is made
  under the legislation on rescheduling the loans of a private citizen; or the
  guarantor dies; or realization of the collateral deposited for the loan
  begins;

  
	
   

  	
  f) The debtor fails to
  provide information known to it about its business according to the terms of
  the loan agreement or some other agreement, or otherwise neglects its
  obligations under this loan agreement, including any special terms agreed
  upon under appendix;

  
	
   

  	
  g) the debtor’s ownership
  base or relations, or the scale or nature of its business, undergoes
  essential changes compared with the situation at the time of signing this
  loan agreement;

  
	
   

  	
  h) the debtor’s or
  guarantor’s financial position deteriorates from the situation at the time of
  signing this loan agreement to the extent that the bank considers repayment
  of the loan to be endangered;

  
	
   

  	
  i) the debtor has not
  provided additional collateral required by the bank as per section 12 within
  the prescribed time or paid back a corresponding part of the loan accepted by
  the bank;

  
	
   

  	
  j) the drawn loan has been
  used for some purpose other than what it was granted for, or the purchase or
  project financed is not implemented essentially as planned;

  
	
   

  	
  k) Proha Oyj demands the
  bank to return the collateral which has been pledged for the loan by
  the Proha Oyj.

  
	
   

  	
   

  
	
   

  	
  Notwithstanding the above,
  the bank shall not be entitled to call in the loan in the circumstances
  detailed in subparagraphs b), c), d), e) and h) above when they arise from a
  guarantor or pledger not belonging to the same group of companies as the
  debtor, if the debtor deposits collateral approved by the bank for the loan
  within a reasonable time limit set by the bank.

  
	
   

  	
  If the loan is called in
  for premature repayment under paragraphs a) to j) above, the debtor shall be liable
  to compensate any losses sustained by the bank because of this, including
  costs incurred from cancelling and reinvesting refinancing, and to compensate
  for loss of profit according to a written calculation by the bank.

  
	
   

  	
  When the bank is entitled
  to call in the loan under paragraphs a) to j) above, but has not done so
  immediately upon learning of the situation entitling it to call in the debt,
  this shall not constitute waiver of the right to call in the loan on the
  basis of the said situation.

  
	
   

  	
   

  
	
  16.  Changes in circumstances

  	
   

  
	
   

  	
  If an act or other
  legislation (including tax legislation and higher capital adequacy
  requirements), an order issued by an authority, a measure taken by the
  central bank or some other corresponding reason beyond the bank’s control
  increases the cost incurred by the bank in providing or maintaining the
  funding specified in this agreement or reduces the return gained by the bank
  therefrom, the debtor agrees to compensate for the costs thus incurred by the
  bank and the lower return as calculated in writing by the bank.

  
	
   

  	
   

  
	
  17.  Applicable legislation and jurisdiction

  
	
   

  	
  This loan agreement shall
  be governed by Finnish law. Any disputes arising from this loan agreement and
  the debt relationship can also be resolved at Helsinki District Court.

  
	
   

  	
   

  
	
  18. Limitation of liability

  	
  Neither the bank nor the
  debtor shall be held liable for losses caused by unreasonable complications
  in the other party’s business caused by force majeure or similar reason.

  
	
   

  	
  The bank and the debtor
  undertake to inform the other party as soon as possible should force majeure
  arise. If the force majeure should apply to the bank, it may publish its
  notification in a national daily newspaper.

  



 


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  19. Bank’s right of assignment

  	
   

  
	
   

  	
  The bank shall have the
  right to assign its rights and obligations under this loan agreement and
  collaterals to a third party in whole or in part. The debtor undertakes in
  such case to surrender and sign on demand any documents required and to take
  any other measures that may be necessary.

  
	
   

  	
   

  
	
  20. Notifications sent by
  the bank

  	
   

  
	
   

  	
  A notification sent by the
  bank to the debtor by mail shall be considered to have been received by the
  debtor at the latest on the fifth day after it was sent, if it was sent to
  the address most recently given to the bank or to the trade register by the
  debtor.

  
	
   

  	
  A notification sent by fax  shall be considered to have been
  received by the debtor as soon as the fax machine used by the bank reports
  that the transmission was successfully completed, if it was sent to the fax
  number most recently given to the bank by the debtor.

  
	
   

  	
   

  
	
  21. Direct debit
  authorization

  	
   

  
	
   

  	
  o The debtor authorizes the bank to debit
  payments falling due on their due dates from the account entered above in
  section 1; the debtor undertakes to ensure that there are sufficient funds in
  this account on the due date. Before the due date, the bank shall notify the
  debtor of the upcoming payment. The bank shall not be obliged to debit the
  payment if the account does not have sufficient funds to  cover the entire payment falling
  due.

  
	
   

  	
   

  
	
   

  	
  o No direct debit authorization

  
	
   

  	
   

  
	
  Signature

  	
  The debtor hereby affirms
  that its financial situation at the time of signing this loan agreement does
  not essentially differ from that outlined in the information submitted by the
  debtor under the terms of this loan agreement to a company in the Sampo
  Group.

  
	
   

  	
  The debtor hereby
  authorizes any company in the Sampo Group to disclose and obtain information
  on the debtor as per section 14.

  
	
   

  	
  The debtor undertakes to
  pay the bank or a party specified by the bank the principal, interest and
  other payments on the loan granted on the basis of this loan agreement.

  
	
   

  	
  The debtor hereby accepts
  the terms of this loan agreement and the terms of a separate repayment
  agreement, if any, and engages to comply with them.

  
	
   

  	
   

  
	
   

  	
  Place and date

  
	
   

  	
  Helsinki,
  01.03.2004

  
	
   

  	
   

  
	
   

  	
  Debtor’s signature and name
  in block letters

  
	
   

  	
  Artemis Finland Oy

  
	
   

  	
   

  
	
   

  	
  /s/ Risto Saikko

  	
   

  
	
   

  	
   

  
	
  Signatures witnessed by

  	
  Signatures and name in
  block letters

  
	
   

  	
   

  
	
   

  	
  /s/ Sari Juutilainen

  	
   

  
	
   

  	
  Sari Juutilainen

  



 


 


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LETTER OF COMMITMENT


 


The
Extraordinary General Meeting of Artemis Finland Oy has decided to obtain a
bank loan of 2.5 million euros with Sampo Bank in order to help finance Artemis
International Solutions Corporation (AISC) operations by giving a loan of same
amount to AISC.


 


In
accordance with what has been agreed between Artemis Finland Oy, AISC and Proha
Oyj, Proha Oyj  has deposited 2.5 million euros as
collateral for Artemis Finland Oy’s loan with Sampo Bank.


 


In
accordance with the terms and conditions of this bank loan, Sampo Bank shall be
entitled to call in the loan due for immediate payment if Proha Oyj demands the
bank to return the collateral which has been pledged for the loan by Proha Oyj.


 


Proha Oyj hereby confirms that should
it use its right to demand the bank to return the collateral, it shall do so
only in such manner, which will allow Artemis Finland Oy 90 days time before Artemis
Finland Oy has to pay the loan back to Sampo Bank.


 


Espoo,
1st of March 2004


 


	
  PROHA OYJ

  	
  AISC

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Pekka Pere

  	
   

  	
  /s/ Patrick Ternier

  	
   

  
	
  Pekka
  Pere

  	
  Patrick
  Ternier

  
	
  Managing Director

  	
  President, CEO

  
				



 


 


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