Exhibit 10.2.
LOAN AGREEMENT
This LOAN AGREEMENT ("Agreement") is made and entered into
on December 31, 2003 ("Effective Date"), by and between
Inrob Ltd., a company organized and existing under the
laws of Israel, from 0 Xxxxxx Xx., Xxxxx, Xxxxxx 00000
("Lender") and Elina Industries Ltd., a company organized
and existing under the laws of Israel, from 0 Xxxx Xx.,
Xxxxx, Xxxxxx 00000 ("Borrower").
In consideration of the mutual covenants and promises made
herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged,
the parties hereby agree as follows:
1. The parties hereto hereby acknowledge that on December
31, 2003, Borrower owed Lender the total aggregate amount of
1,217,564 NIS (One million two hundred and seventeen
thousand and five hundred and sixty four NIS) ("Loan").
2. The Loan, including all index linked increases and
interest thereon will be repaid to the Lender in full, no
later than December 31, 2008 ("Due Date").
3. Borrower shall be entitled to repay the Loan or any
part thereof prior to the Due Date, at will.
4. Interest shall be computed annually at the minimum rate
allowed by the Income Tax Ordinance or any law which will
replace such Ordinance, with respect to loans given between
a company and an interested party.
5. This Loan Agreement shall be binding upon and inure to
the benefit of each the parties hereto and their respective
assigns.
6. Without derogating from any debt which either party may
have to the other party upon the Effective Date as evidenced
in the books of Inrob which are hereby considered binding on
Elina, this Agreement supersedes all previous understandings
and/or agreements between the parties with regard to its
subject matter. This Agreement embodies the entire
understanding of the parties with regard to its subject
matter and there are no promises, terms, conditions or
obligations, oral or written, expressed or implied, other
than those contained herein. This Agreement cannot be
modified or changed except by written instrument signed by
both of the parties hereto
7. This Agreement shall be governed by and construed in
accordance with the laws of the State of Israel, without
giving effect to conflict of law principles. The courts of
Tel-Aviv, Israel shall have exclusive jurisdiction over all
matters relating to this Agreement, its validity,
interpretation or enforcement.
8. All notices and other communications shall be delivered
or sent by certified or registered mail, postage prepaid, to
the address of such party as set forth in the preamble above
or to such other address as shall have been furnished to the
one party by the other in writing.
IN WITNESS WHEREOF, the parties have executed this
Agreement:
/s/ Xxx-Xxxx Xxxxxx /s/ Xxx-Xxxx Xxxxxx
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Inrob Elina Industries
