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EXHIBIT 10.3
THIS LOAN AGREEMENT is made on the 30th day of June 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 sum of
HK$1,962,424.52 (the "Indebtedness") over the period from April 01, 2001 to
June 30, 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.
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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 subject to payment of interest at 2%
above Hong Kong prime rate;
b) the Indebtedness shall be repayable or repaid in whole on or
before August 30, 2001, except in the event of any proceedings
analogous to the winding-up, liquidation or dissolution of the
Borrower; and
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.
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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.
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 )
And SIGNED by ) /s/ Xxx Xxxxxxx Wai Man
)
in presence of: ) /s/ Xxxxx Xxxxx
)
)
THE LENDER
SEALED with the COMMON SEAL of )
GI-TECH DEVELOPMENTS LIMITED )
And SIGNED by ) /s/ Xxx Xxxxxx Xxx Xxxxx
)
in presence of: ) /s/ Xxxxx Xxxxx
)
)
