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EXHIBIT 10.18
THIS LOAN AGREEMENT IS MADE ON THE 31ST DAY OF MARCH 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
31 New Xxxxx House, 10 Ice House Street, Central, Hong Kong (the
"Lender"); and
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% 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 share capital of
the Borrower.
2) The Borrower is presently indebted to the Lender in the in the sum of
HK$631,577.55 (the "Indebtedness") over the period from January 1,
2001 to March 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 xxxx and 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 not be subject to payment of interest
(although interest may accrue thereon);
b) the Indebtedness shall be repayable or repaid in whole within 12
months, except in the event of any proceedings analogous to the
winding-up, liquidation or dissolution of the Borrower; and
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c) 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 address 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 all respects in accordance with the laws of Hong Kong, and the
parties hereto hereby irrevocably submit to the non-exclusive
jurisdiction of the Hong Kong courts.
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IN WITNESS whereof the parties hereto have duly executed this Loan
Agreement on the day and year first herein before written.
THE BORROWER
SEALED with the COMMON SEAL of )
SUPPLY CHAIN SERVICES LIMITED ) For and on behalf of
And SIGNED by ) SUPPLY CHAIN SERVICES LIMITED
)
in presence of: /s/ Xxxxx Xxx Ling )
------------------ )
) /s/ Xxxxxxx Xxx
) -----------------------------
) Authorized Signature(s)
)
)
THE LENDER )
)
SEALED with the COMMON SEAL of )
GI-TECH DEVELOPMENTS LIMITED ) For and on behalf of
And SIGNED by ) GI-TECH DEVELOPMENTS LIMITED
)
in presence of: /s/ Xxxxx Xxx Ling )
------------------ )
) /s/ Xxxxxx Xxx
) -----------------------------
) Authorized Signature(s)
