Loan
Agreement
Dated as
of June 23, 2009
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Hotel
Outsource Management International, Inc., a Delaware corporation whose address for the
purposes of notices sent under this Agreement shall be One
Embarcadero Center, Suite 500, San Francisco CA 94111, Fax:
+1-415-433 5994, e-mail: jackronnel@my-homi.com; with a copy to
Reif & Reif Law Offices, 17-4 Yitzchak Rabin Rd., Bet Shemesh
99585, Israel, Fax: +972-2-999-7993, e-mail: Mail@ReifLaw.com (the
“ Borrower ”) ;
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Vental Holdings
S.A. , a company
incorporated and existing under the laws of Panama, whose address
for the purposes of this Agreement shall be 2 Chemin des Piacets,
CH1295, Tannay, Vaud, Switzerland; Fax: +27114443309, for the
attention of Mr Geoffrey Wolf ; e-mail: wolfenrol@icon.co.za
(the “ Lender ”);
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Borrower
requires immediate funds, which, in the current economic climate,
it has not been able to obtain in a timely manner from banking
institutions, as interim financing until receipt of the proceeds
which it anticipates receiving from the rights offering which was
approved by Borrower’s Board of Directors on March 26, 2009
and which Borrower expects to proceed as soon as an appropriate SEC
Registration Statement becomes effective (forms are pending before
SEC) (the “ Rights Offering ”); and
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Borrower has
requested that Lender, which is a shareholder in Borrower, assist
Borrower by agreeing to loan such funds to Borrower in the amount
and under the terms set forth in this Agreement below;
and
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Lender is
willing to make a loan to Borrower, all subject to and in
accordance with the terms of this Agreement;
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Therefore, the parties
have made condition and agreed as follows:
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Upon the terms
and conditions set forth in this Agreement, Lender agrees to loan
to Borrower the principal amount of $81,000.- (eighty-one thousand
US Dollars) (the “ Loan ”).
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The Loan will
be made available to Borrower within 3 business days of the date
hereof (hereinafter: the “ Loan Date ”), by
means of one or more bank transfers in the total aggregate amount
of the loan, to Borrower’s account No. 703200/66 at Bank
Leumi, branch No. 809 in Tel-Aviv, Israel;
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Borrower shall
pay interest on the entire outstanding balance of the Loan,
commencing as of the Loan Date, at the rate of 6% per annum (the
“ Interest ”).
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On the
Repayment Date (as defined below), Borrower shall pay to Lender all
of the Interest that has accrued and is outstanding on the Loan up
until that date.
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Borrower shall
repay the entire Loan, with all accrued Interest, no later than the
3 month anniversary of the Loan Date (the “ Repayment
Date ”).
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Repayment of
the Loan and accrued Interest shall be by means of the issue to
Lender of shares of Borrower’s common stock, whether or not
the Rights Offering is performed. The purchase price of each share
so issued shall be deemed to be $0.04, which is the same price per
share as in the Rights Offering documentation that was filed with
SEC on April 30, 2009 (the “ Price Per Share ”),
such that the outstanding balance of the Loan plus accrued Interest
shall be reduced, at the time of issue of such shares, by the
quantity of shares so issued multiplied by the Price Per Share. If,
for example, the Repayment Date falls exactly on the 3 month
anniversary of the Loan Date, and the outstanding balance of the
Loan plus the accrued Interest is $82,215, then the issue, on that
date, of 2,055,375 shares of Borrower’s common stock, to
Lender’s order, as set forth herein, would constitute full
repayment of the Loan and all accrued Interest.
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Loan
Agreement: HOMI - Vental
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For any sums
that may be payable by Lender in the Rights Offering, in respect of
shares which Lender may subscribe for in such Rights Offering, up
to the total amount then owed by Borrower to Lender under this
Agreement, Lender, or Borrower, may elect, by written notice to the
other, that such sums be offset against the outstanding balance of
the Loan and accrued Interest then owed to Lender.
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Shares issued
in repayment of the Loan and accrued Interest must be duly issued
in Lender’s name, or to his order, and registered in
Lender’s name, or to his order, in Borrower’s share
register, and duly executed share certificates must be delivered to
Lender, or to his order, all no later than the Repayment
Date.
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For avoidance
of any doubt, Borrower undertakes to fully repay the Loan and all
accrued Interest, no later than the Repayment Date, by means of a
share issue, as set forth in Sections 3.2 and 3.3 above.
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Borrower may at
any time prepay to Lender any part of the outstanding balance of
the Loan and accrued Interest, by means of the issue of shares at
$0.04 per share, as above.
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Specified Purpose of Loan
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The Parties
hereby confirm and agree that Borrower requested the Loan for the
sole purpose of using all of said Loan to finance its activity in
the ordinary course of business, including making financing
available to one or more of its subsidiaries, to finance their
activity in the ordinary course of business (the “
Specified Purpose ”).
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Borrower hereby
undertakes to use the Loan solely for the Specified Purpose and not
to use any part of the Loan for any purpose other than the
Specified Purpose.
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Borrower hereby
recognizes and acknowledges that Lender’s consent to make the
Loan to Borrower in accordance with the terms hereof is inter alia
subject to and in reliance upon Borrower’s undertaking as set
forth in Section 4.2 above, which is a fundamental condition of
this Agreement.
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Borrower’s General
Covenants
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Borrower shall
keep proper records and books of account in accordance with
generally accepted accounting principles consistently applied, and
shall maintain, preserve and keep all of its properties and assets
in good working order and condition, subject to ordinary wear and
tear.
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Borrower shall
conduct its affairs in such manner as is appropriate for a public
company whose shares are traded on the New York OTCBB, and in
accordance with all laws and regula
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