ex46.htm


    Exhibit
      4.6

    METASwarm, Inc. - Convertible Loan
      Agreement   


    


    Convertible
      Loan Agreement

    2007-9-3

    


    
      	
              Borrower:

            	
              METASwarm,
                Inc. (“METASwarm”)

            


    

     

    
      	
              Loaner

            	
              [_______________]

            


    

    


    
      	
              1

            	
              Summary

            


    

            In
      order to meet its business development requirement in China, METASwarm, Inc.
      (US
      Stock Market listed company, code MSWM.PK) has necessity to borrow a bridging
      loan from [________]; and [_______] then agrees to provide such short-term
      loan
      to METASwarm. Upon friendly discussion and consultation, both parties reach
      the
      following loan agreement:

    


    
      	
              2

            	
              Loan
                Amount & Payment
                Date

            


    

    The
      total
      amount of the loan is RMBxxx (approx. US$xxx) and [______] will remit the loan
      according to the following schedule to the bank account of Beijing InfoSure
      Information Technology Ltd. (hereafter “Beijing InfoSure”, and the bank account
      detail see Appendix) in China assigned by METASwarm:

     

    
      	
              2.1  

            	
              The
                first installment is RMB[_______] (approx. US$[____]) and payable
                by
                September 3, 2007;

            


    

     

    
      	
              2.2  

            	
              The
                balance of the loan, i.e. RMB[_______] (approx. US$[______]) to be
                paid by
                the end of September 30, 2007 in
                installments.

            


    

    


    
      	
              3

            	
              Terms
                of the Loan

            


    

     

    
      	
              3.1  

            	
              The
                term of the loan is six (6) months, from the date of each loan arriving
                InfoSure assigned bank account. [_______] may request METASwarm earlier
                return of the loan, and upon METASwarm’s agreement, the loan may be repaid
                prior to the expiration.

            


    

     

    
      	
              3.2  
                

            	
              Upon
                the expiration of the loan
                by sixth (6th) months, in addition to the loan, METASwarm shall provide
                [______] with a bonus equivalent to 50% of the amount of the loan,
                and all
                to be paid in one repayment to
                [_______];

            


    

     

    
      	
              3.3  
                

            	
              Upon
                the expiration of the loan
                by sixth (6th) months, besides cash repayment, [________] may choose
                to
                convert each amount of the returned loan and the eligible bonus,
                using the
                following respective pricing calculation, to METASwarm’s free-trade stock
                listed in US Stock market:

            


    

     

    The
      amount of loan: Using the closing stock price prior to the agreement signing
      date, i.e. US$0.23 per common share;

     

    The
      amount of Bonus: Using 150% of the closing stock price prior to the
      agreement signing date, i.e. US$0.345 per share.

     

    
      	
              3.4  
                

            	
              [_______]
                may request METASwarm
                to repay the loan before the expiration of the loan if necessary,
                and upon
                METASwarm’s agreement, METASwarm shall repay the loan as requested before
                the schedule, plus the bonus calculated by using the following
                formulae:

            


    

     

    Repayment
      within three months, the eligible bonus shall be equivalent to 20% of the amount
      of the loan;

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    Repayment
      within four months, the eligible bonus shall be equivalent to 30% of the amount
      of the loan;

     

    Repayment
      within five months, the eligible bonus shall be equivalent to 40% of the amount
      of the loan;

     

     

    Should
      the loan and bonus be repaid to [______] prior to the six months term, the
      right
      to convert the loan and bonus to METASwarm, Inc. is waived.

     

    
      	
              3.5  
                

            	
              Shall[_______]
                choose to convert
                the total amount of the loan and eligible bonus into METASwarm’s listed
                free-trade stocks, METASwarm shall honor and comply with the terms
                and
                conditions stipulated in this agreement and assist [______] to complete
                such conversion within a reasonable time
                frame;

            


    

     

    
      	
              4

            	
              Breach
                of the
                Agreement

            


    

     

    
      	
              4.1  
                

            	
              No
                exercise or failure to exercise or delay in exercising any right
                power or
                remedy vested in any party under or pursuant to this Agreement shall
                constitute a breach of the agreement, except that no party hereto
                shall be
                liable for failures or delays in performing their obligations hereunder
                arising from any cause of force majeure, provided that the party
                affected
                notice the other parties in time,

            


    

     

    
      	
              4.2  
                

            	
              The
                default party shall
                be responsible
                for
                all direct economical damage of the other non-default parties caused
                by
                such breach.

            


    

     

    
      	
              5

            	
              Confidentiality

            


    

     

     This
      agreement is a confidential document belongs to all parties involved. Except
      with another party’s written consent, any party shall not disclose the content
      and information of the agreement to any third party.

     

    
      	
              6

            	
              Others

            


    

     

    
      	
              6.1  
                

            	
              This
                agreement is governed by the law of the People’s Republic of
                China;

            


    

     

    
      	
              6.2  

            	
               This
                agreement is written
                in both Chinese
                and
                English languages
                with equal
                authoritative.
                However, in case of any dispute, Chinese version prevailed.

            


    

     

    
      	
              6.3  
                

            	
              This
                agreement is with three original copies. Each party holds one original
                copy which is with exactly the same legal
                effectiveness;

            


    

     

    
      	
              6.4  
                

            	
              This
                agreement has been
                thoroughly reviewed, fully understood and duly signed to be effective
                by
                their representatives of both
                parties.

            


    

     

    Borrower:

    
 

    METASwarm,
      Inc.                                                                                     

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    


     

    


    
      
        

      

    

    Mr.
      Marvin Shannon – Chairman and CEO

     

    Loaner:

     

    
 

    
      
        

      

    

    China
      ID
      No. :

     

    Witness:

    


     

    
      
        

      

    

    China
      ID
      No. :

    


    
 

     

    3