EXHIBIT 10.1
LOAN AGREEMENT
Duly made and executed on this 4 day of June, 2009
By and Between
FUTUREIT,
INC.
Of 4 HaMlacha St. Industrial Zone, Lod, Israel
(hereinafter the "FIT")
of the first part
-----------------
and
FUTURE I.T. LTD
Of 4 HaMlacha St. Industrial Zone, Lod, Israel
(hereinafter the " BORROWER")
of the second part
------------------
and
DATASAFE GROUP LTD
Of 4 HaMlacha St. Industrial Zone, Lod, Israel
(hereinafter the "LENDER")
of the third part
-----------------
WHEREAS FIT has requested a loan from
the Lender in the sum of up
to 400,000 (four hundred thousand) US Dollars (hereinafter
the "LOAN") to be granted to the Borrower, a fully owned
subsidiary of FIT, and the Lender has agreed to grant the
Loan to the Borrower on the terms hereinafter;
NOW, THEREFORE, it is declared and stipulated between the parties
as follows:
1. PREAMBLE
The preamble to this Agreement forms an
integral part hereof.
<PAGE>
2. THE LOAN
2.1. The Lender shall grant the Loan to the Borrower Upon execution
of
this Agreement. The Loan shall be used By
the Borrower for the
development of its business activity.
2.2. The Loan and the interest thereon will be in US dollars
2.3. The outstanding Loan amount will accrue interest at the rate
of 10%
per annum, beginning on the date of
granting the Loan and until the
Repayment Day, as defined below
(hereinafter the "INTEREST").
The Interest will be calculated on the
basis of the actual number
of days elapsed in a year consisting of
365 days.
The Interest will be paid by the Borrower,
on June 3, 2010.
2.4. Without derogating from any right and/or any other relief
available
to the Lender under this Agreement and/or
under any law, any amount
due by the Borrower to the Lender pursuant
to this Agreement, which
shall not be paid within fourteen (14)
days from the date such
payment is due, shall bear an additional
annual interest (in
addition to the Interest) at the rate of
3%, accruing and
accumulating with any such amount due and
unpaid ("COMPOUND
INTEREST").
2.5. All taxes, including withholding taxes and/or VAT, that
the
Borrower may be required to pay to the
Lender as a result of the
terms and conditions hereof, are included
in the calculation of the
Interest and the Borrower is not required
to restitute such sums to
the Lender.
2.6. The outstanding Loan amount will be repaid by the Borrower,
upon
its discretion, in 1 (one) payment on or
before June 3, 2010 (the
"REPAYMENT DAY"), unless otherwise agreed
upon in writing between
the parties.
2.7. FIT shall guarantee the payment of the Loan by the Borrower,
and by
signing this Agreement hereby grants such
guarantee.
3. REPAYMENT UPON EVENT OF DEFAULT
Without derogating from any right
and/or any other relief available to the
Lender under this Agreement and/or
under any law, in the occurance of any
of the following events, the Lender
shall be entitled, subject to its sole
discretion, to demand the immediate
repayment of the outstanding Loan
amount, inclusive of any Interest
accrued until such date, and any other
outstanding amounts owed to the
Lender (including Compound Interest), and
the Borrower shall be obligated to
pay all the said sums within seven (7)
days from receipt of a written
notice thereof:
3.1. The Borrower shall fail to pay any amount of
Interest on a payment
date and did not remedy such
breach within thirty (30) days from
receipt of a written notice thereof;
or
<PAGE>
3.2. FIT and/or the Borrower or any of their
subsidiaries shall make
a general assignment for
the benefit of creditors, or
admit in writing
its inability to pay its debts as they
mature
or become due, or
shall petition or apply for the appointment of
a trustee or other
custodian, liquidator or receiver of FIT and/or
the Borrower or such
subsidiary or of any substantial part of its
assets or shall commence any case or
other proceeding relating to its
assets under any bankruptcy,
reorganization, arrangement, insolvency,
readjustment of debt, dissolution or
liquidation or similar law of
any juris
