LOAN AGREEMENT
Exhibit 10.8
July 20, 2005
This Convertible Loan Agreement (this "Agreement") is made and entered into as of July 20, 2005, by and among Fresh Harvest™ Products, Inc. (hereinafter “Fresh Harvest™” or “Borrower”), a New York corporation, located at 000 Xxxxxxx Xxx Xxxxx 0000 Xxx Xxxx, XX 00000 and Xxxxxxx Xxxxxxxxx, an individual(s) Lender (hereinafter “Lender”) located at X.X. Xxx 0 Xxxxxxxx, XX, Xxxxxx, KOE 1PO, and Xxxxxxx Xxxxxx Xxxxxxxx ("Guarantor"), with reference to the following facts:
Borrower desires to borrow from Lender, and Lender desires to lend to Borrower, certain funds described below, all on the terms and conditions set forth in the attached Summary of Principal Terms.
In order to induce Lender to lend the above-mentioned funds, Guarantor desires to guarantee repayment thereof, all on the terms and conditions set forth in the attached Summary of Principal Terms.
THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows:
1. The Convertible Loan. Upon satisfaction of the conditions set forth in the attached, and at the times and upon the terms indicated in the attached, Lender shall make a Convertible Loan to Borrower (the "Loan"). The Loan is convertible at the option of the investor at any time during the Term of the Loan. At such time as the loan is converted by Lender, it shall be converted into shares at the price of $0.50 per share.
2. Terms. The Loan shall be in the aggregate total amount of $10,000 (ten thousand dollars) and shall be advanced to Borrower in a single increment: $10,000 (ten thousand dollars) on or before July 25, 2005. The Loan shall bear interest of 10% (per annum) and shall be fully due and payable on January 20, 2007.
Commencing January 20, 2007, if Lender does not convert the Loan, Borrower shall make one equal payment to Lender of principal in respect of the Loan in the amount of $10,000 (ten thousand dollars) plus accrued interest.
The parties have executed this Agreement as of the date first set forth above.
/s/ Xxxxxxx Xxxxxxxxx
6/21/2005
LENDER:
________________________
______
Xxxxxxx Xxxxxxxxx
Date
BORROWER: Fresh Harvest™ Products, Inc.
/s/ Xxxxxxx Xxxxxx Xxxxxxxx
6/21/2005
By:
_____________________
_______
Xxxxxxx Xxxxxx Xxxxxxxx
Date
Its:
Chairman and Chief Executive Officer
/s/ Xxxxxxx Xxxxxx Xxxxxxxx
6/21/2005
GUARANTOR:
__________________________
_______
Xxxxxxx Xxxxxx Xxxxxxxx
Date
1
