SUPPLY CHAIN SERVICES, INC.
EXHIBIT 10-B
LOAN AGREEMENT (DECEMBER 31, 2001)
THIS LOAN AGREEMENT is made on the 31st day of December 2001.
BETWEEN
1) SUPPLY CHAIN SERVICES LIMITED, whose registered office is
situated at 00 Xxx Xxxxx Xxxxx, 00 Xxx Xxxxx Xxxxxx, Xxxxxxx, Xxxx
Xxxx (the "Borrower"); and
2) GI-TECH DEVELOPMENTS LIMITED, whose registered office is
situated at 00 Xxx Xxxxx Xxxxx, 00 Xxx Xxxxx Xxxxxx, Xxxxxxx, Xxxx
Xxxx (the "Lender").
WHEREAS:-
1) The Lender is a shareholder of Supply Chain Services Inc.
which is a company incorporated in the United States of America and
holding beneficially 100% of issued and paid-up share capital of
Supply Chain Services Limited, a company which is incorporated in
Hong Kong and holding beneficially the entire issued and paid-up
capital of the Borrower.
2) The Borrower is presently indebted to the Lender in the sum of
US$496,485 or equivalent to HK$3,847,758.75 (the "Indebtedness")
over the period from January 1 to December 31, 2001.
NOW THIS LOAN AGREEMENT WITNESSETH AND IT IS HEREBY AGREED as
follows:-
1. INTERPRETATION
1.1 Words importing the singular number only shall include the
plural and vice versa words importing any gender shall include
every gender and words importing persons shall include firms and
corporations.
1.2 References to Clauses shall (save where otherwise expressly
stated) be construed as references to the Clauses of this
Subordination Agreement. Clause headings are inserted for
convenience of reference only and shall be ignored in the
interpretation of this Loan Agreement.
2. TERMS OF THE LOAN
2.1 The Borrower and the Lender acknowledge to and agree with each
other that for so long as the Indebtedness remains outstanding,
this Loan Agreement and all the terms, covenants, conditions and
stipulations herein contained will continue, and the Indebtedness
is and shall be subject to the following terms and conditions:-
a) the Indebtedness shall be repayable or repaid in whole on or
before December 31, 2003 but not before December 31, 2002, except
in the event of any proceedings analogous to the winding-up,
liquidation or dissolution of the Borrower; and
b) the Indebtedness is and shall remain unsecured by any
mortgage, charge, debenture or other security of any kind over the
whole or any part of the assets of the Borrower and is not and
shall not be capable of becoming subject to any right of set-off or
counterclaim.
2.2 Neither the Lender nor the Borrower shall (without prior
written consent of the other party) assign or purport to assign the
Indebtedness to any third party.
3. ASSIGNABILITY
3.1 This Loan Agreement is not capable of assignment in whole or
in part except with prior consents in writing of the Borrower and
the Lender.
4. NOTICES
4.1 All notices and other communications required to be made or
given under the terms of this Loan Agreement or in connection
herewith shall be given by or made to the parties hereto in writing
and delivered by hand or by registered mail or by facsimile, and
shall be addressed to the appropriate party at the address set out
in this Loan Agreement or to such other addresses as such party
hereto may from time to time designate to the other in writing.
4.2 Any notice, request, demand or other communications given or
made shall be deemed to have been received in the case of
communications in writing and delivered by hand on the date of
delivery against written receipt, in the case written
communications sent by registered mail on the date which is 2
business days in the case of local mail or 8 business days in the
case of overseas mail after the mailing thereof, and in case of a
facsimile the same day after the date of dispatch thereof provided
that a "successful transmission" receipt is obtained.
5. MISCELLANEOUS
5.1 All costs and expenses of and incidental to the preparation of
this Loan Agreement shall be borne by the Borrower.
5.2 Any provision of this Loan Agreement prohibited by or unlawful
or unenforceable under any applicable law actually applied by any
court of competent jurisdiction shall, to the extent required by
such law, be severed from this Loan Agreement and rendered
ineffective so far as is possible without modifying the remaining
provisions of this be waived, they are hereby waived by the parties
hereto to the full extent permitted by such law to the intent that
this Loan Agreement shall be valid and binding agreement
enforceable in accordance with its terms.
5.3 No modification, variation or amendment of this Loan Agreement
shall be effective unless such modifications, variations or
amendment is in writing and has been signed by or on behalf of both
the parties hereto.
5.4 This Loan Agreement shall be governed by and construed and
interpreted in al respects in accordance with the laws of Hong
Kong, and the parties hereto hereby irrevocable submit to the non-
exclusive jurisdiction of the Hong Kong courts.
IN WITNESS whereof the parties hereto have duly executed this Loan
Agreement on the day and year first herein before written.
THE BORROWER
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SEALED with the COMMON SEAL of
SUPPLY CHAIN SERVICES LIMITED For and on behalf
of
And SIGNED by SUPPLY CHAIN
SERVICES LIMITED
/s/
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in presence of:
THE LENDER
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SEALED with the COMMON SEAL of
GI-TECH DEVELOPMENTS LIMITED For and on behalf
of
And SIGNED by GI-TECH
DEVELOPMENTS LIMITED
/s/
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in presence of:
