Exhibit 10.18
LOAN AGREEMENT
Signed in Yoquneam on June 14, 2004
By and between:
Sh.A. Gali Ltd.
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(Hereinafter "GALI") on one side
And
OrganiTech USA Inc.
X.X. Xxx 000, Xxxxxxxx 00000, Xxxxxx
Tel: x000-0-0000000; Fax: x000-0-0000000
(Hereinafter "ORGT") on the other side
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Whereas Gali has the means to provide ORGT with a loan under the terms
set forth in this Agreement;
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And Whereas ORGT needs a bridging loan for a period of 12 months, and ORGT is
willing to take a loan from Gali under the terms set forth in
this Agreement herein;
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And Whereas The sides are perfectly aware of the fact that Xx. Xxxxx Xxxxxx
is a Director in ORGT as well as a shareholder of Gali;
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And Whereas The sides wish to enter this loan Agreement from their own free
will;
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It was therefore agreed and concluded as follows:
1. The preamble of this agreement shall constitute an integral part
thereof.
2. The sides declare that they are fully aware of the fact that Xx. Xxxxx
Xxxxxx is a shareholder of Gali, and a Director in ORGT, and the sides
commit to refrain from any claims against Xx. Xxxxxx regarding his
involvement in the companies.
The Loan
3. Gali hereby provides ORGT with a loan of 450,000 NIS for a period of
12 months under the terms of this Agreement hereof (Hereinafter: "THE
LOAN").
4. The loan shall be transferred to ORGT within 7 days from the signing
of this Agreement (Hereinafter: "THE EFFECTIVE DATE")
Interest
5. The loan shall bear an annual interest of US$ Libor +3% to be paid
ORGT on quarterly basis.
Premium
6. Gali will be granted with a premium of 200,000 shares of common stock
of ORGT to be issued to Gali within 12 months from the effective date.
7. Despite the abovementioned, Gali will have the right to choose not to
be repaid but instead to be granted the issuance of the following
amount of common stock of ORGT:
100,000 US$
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Value of the share on the effective date
In case that Gali chooses this option, it shall notify ORGT at list 15
days before the date of the scheduled repayment. To avoid any doubt,
if Gali chooses the option presented in this paragraph, it will not be
entitled to any repayment in Cash or Cash equivalent other than the
issuance of shares abovementioned.
8. The loan (Capital only) shall be repaid by ORGT 12 months from the
effective date. To avoid any doubt, ORGT will repay Gali the amount in
NIS that is worth 100,000 US$ as to its value on the date of the
repayment.
9. If ORGT fails to repay the Loan to Gali, until the date mentioned in
Paragraph 6 herein, Gali will be entitled to, and ORGT hereby commits
to issue the number of shares of common stock that will be calculated
according to the following formula:
100,000 US$
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Share value on the effective date /2
10. This agreement shall only be valid after the approval of OrganiTech's
board of directors.
In witness whereof, the parties hereto have duly executed this Agreement as of
June 14, 2004
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ORGANITECH U.S.A INC. SH.A.GALI LTD.
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XXXX XXXXXX, CEO XXXXX XXXXXX
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