CREDIT FACILITY AGREEMENT
THIS CREDIT FACILITY AGREEMENT (the "Agreement"), is made and entered into as of May 17th, 2000
by and between ASPI EUROPE, INC., a Florida Corporation ("ASPI"), and MANHATTAN
INVESTMENTS INCORPORATED, a NEVIS corporation ("MAN").
WHEREAS, MAN has agreed to provide ASPI with a loan facility of One Hundred and Twenty-Five Thousand
United States Dollars (US$125,000) on the terms and conditions set forth herein and in the exhibits hereto.
WHEREAS, the parties have agreed that the Maturity Date for all credit extended by MAN be the 31st of
NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, MAN
and ASPI hereby agree as follows:
1. Credit Facility; Use of Proceeds.
1.1 Subject to the terms and conditions of this Agreement, MAN hereby agrees to immediately advance One
Hundred and Twenty-Five Thousand United States Dollars (US$125,000) to ASPI.
1.2 ASPI may, from time to time, prior to the Maturity Date, partially or wholly repay all advances.
1.3 The Advances shall be used by ASPI for working capital purposes and current payables.
2. Interest Rate and Fees. Interest and fees shall accrue and be payable on all Advances as set forth in the Note.
3. Collateral. This Agreement is not collateralized.
4. Representations and Warranties of ASPI.
As a material inducement to MAN to enter into and execute this Agreement and to perform its covenants,
agreements, duties and obligations hereunder, and in consideration therefor, ASPI hereby makes the following
representations and warranties, each of which (a) is material and is being relied upon by MAN as a material
inducement to enter into this Agreement and (b) is true at and as of the date hereof.
4.1 Authority. ASPI has full power and authority to enter into and perform its obligations set forth in this
Agreement and to borrow and repay Advances under this Agreement.
4.2 Compliance with Laws, etc. The execution and deli