exhibit10_2.htm


    
      
         


      

      
        
          

          
            Execution
Copy

          

        

        
          
 

      

      
         


      

    


    Loan
Agreement

     

    Dated
as of October ___, 2009

     

    
      	
              By
      and between:

            	
              HOMI
      Industries Ltd, an Israeli company, #512805193, whose address for
      the purposes of this Agreement shall be Gav-Yam Centre, Building
      #3,  3rd Floor, 9 Shenkar Street, Herzliya Pituach 46725,
      Israel; Fax: +972-9-9728626, e-mail: jackronnel@my-homi.com,
      with a mandatory
      copy to Reif & Reif Law Offices, 17-4 Yitzchak Rabin Road, Bet
      Shemesh 99585, Israel, Fax: +972-2-9997993, e-mail: Mail@ReifLaw.com
      (“HOMI”);

            


    

     

    
      	
              And:

            	
              Moise
      Laurent Elkrief and Sonia
      Elkrief, whose address for the purposes of this Agreement shall be
      27 Avenue de Miremont, 1206 Geneva, Switzerland, email: laurent.elkrief@primexperts.com
      (jointly, “Lender”);

            


    

     

    
      	
              Whereas:

            	
              HOMI
      owns a turnkey computerized minibar system, including 166 HOMI®
      computerized minibars, a central unit and a license to HOMI®
      software, which is installed at the Leonardo Ramat HaHayal Hotel in
      Tel-Aviv (the “Hotel”
      and the “Minibar
      System”, respectively), and which HOMI’s affiliate, HOMI Israel Ltd
      (the “Affiliate”),
      which is under common control as HOMI, operates under an outsource
      operation agreement between the Affiliate and the Hotel (the “Operation”
      and the “Outsource
      Agreement”, respectively);
and

            


    

     

    
      	
              Whereas:

            	
              HOMI
      has decided to refinance the Minibar System as part of a new financing
      plan for its continued operation and expansion;
  and

            


    

     

    
      	
              Whereas:

            	
              In
      the context of such refinancing, HOMI would like to take a loan from
      Lender, and Lender would like to grant a loan to HOMI, which will be
      repaid out of HOMI’s revenues from the Operation, all in accordance with
      and subject to the terms and conditions set forth
  herein;

            


    

     

     

    Therefore,
the parties have made condition and agreed as follows:

     

    
      	
              1.  

            	
              The
      Loan

            


    

     

     

    
      	
              1.1  

            	
              Upon
      the terms and conditions set forth in this Agreement, Lender agrees to
      loan to HOMI the principal amount of $83,000.- (eighty three thousand US
      Dollars) (the “Loan”),
      being equivalent to $500 for each minibar in the Minibar
      System.

            


    

     

    
      	
              1.2  

            	
              The
      Loan will be made available to HOMI within 3 business days of the date
      hereof (hereinafter: the “Loan
      Date”), by means of SWIFT wire transfer to HOMI’s account No.
      725000/52 at Bank Leumi, branch No.
809.

            


    

     

    
      	
              2.  

            	
              Repayment

            


    

     

     

    
      	
              2.1  

            	
              HOMI
      undertakes to repay the entire Loan, in the manner set forth
      below.

            


    

     

    
      	
              2.2  

            	
              On
      a monthly
      basis, for each month of the Operation, commencing as of the first
      calendar month following the date
hereof:

            


    

     

    
      	
              a.  

            	
              HOMI
      will deliver to Lender a copy of its Affiliate’s monthly invoices to the
      Hotel in respect of the full amount of monthly net revenues from the
      Operation (“HOMI’s Invoice
      to the Hotel”), which the Hotel is obliged to pay to the Affiliate
      under the Outsource Agreement for that month (“Net Revenues
      from Hotel”), usually by the 10th
      of each calendar month.

            


    

     

    
      	
              b.  

            	
              From
      the sum equal to the Net Revenues from Hotel, HOMI will deduct: (i) the
      cost of goods being sold via the Minibar System, with no margin to HOMI,
      (ii) Operations’ direct labour costs, (iii) maintenance fees of $0.06 per
      minibar per day, and (iv) a management fee of 8% of Net Revenues from
      Hotel (collectively, “Operational
      Payments”). The aforementioned maintenance fees are all-inclusive,
      and in return HOMI will take whatever action is needed, including parts
      and labour, to maintain the Minibar System in normal working
      condition.

            


    

     

    
      
         

      

      
        
          2

          

          
            
              Loan
Agreement - Leonardo

              HOMI
Industries - Elkrief

            

            Execution
Copy

          

        

        
          

        

      

      
         

      

       

    

    
      	
              c.  

            	
              If
      Net Revenues from Hotel, as collected by HOMI’s Affiliate, exceed
      Operational Payments by at least $2,075, then HOMI will pay to Lender a
      sum equal to 60% of all such excess, towards repayment of the
      Loan.

            


    

     

    
      	
              d.  

            	
              If
      Net Revenues from Hotel, as collected by HOMI’s Affiliate, exceed
      Operational Payments by more $1,245 but less than $2,075, then HOMI will
      pay to Lender exactly $1,245 towards repayment of the
  Loan.

            


    

     

    
      	
              e.  

            	
              If
      Net Revenues from Hotel, as collected by HOMI’s Affiliate, exceed
      Operational Payments by less than $1,245, then HOMI will pay to Lender a
      sum equal to 100% of all such excess, towards repayment of the
      Loan.

            


    

     

    
      	
              f.  

            	
              If
      Net Revenues from Hotel, as collected by HOMI’s Affiliate, do not exceed
      Operational Payments, then no payment will be made to Lender for that
      month.

            


    

     

    
      	
              g.  

            	
              Payments
      to Lender as set forth above will be effected on the 30th
      of the calendar month following the month for which payment is being
      made.

            


    

     

    
      	
              2.3  

            	
              The provisions of Sections 2.2c, 2.2d and 2.2e above shall only apply for the first 8 years
      of this Agreement (the “Initial
      Term”). Thereafter, HOMI will pay to Lender a sum equal to 60% of
      the entire amount by which Net Revenues from Hotel shall exceed
      Operational Payments, if at
all.

            


    

     

    
      	
              2.4  

            	
              A sample spreadsheet showing key elements of the
      mechanism for implementation of the provisions of this Section
      2 above, is attached hereto as
      Exhibit
      A’.

            


    

     

    
      	
              2.5  

            	
              HOMI shall continue to effect the payments to
      Lender pursuant to Sections 2.2 and 2.3 above, for as long as the Operation
      continues in respect of the Minibar System. If and when the aggregate
      total of such repayments exceeds the principal of the Loan, such
      repayments shall be deemed interest on the Loan, up to and including a sum
      equivalent to annual interest of 8%, and thereafter will be deemed
      additional interest, in respect of which Lender shall deliver a monthly
      invoice to HOMI.

            


    

     

    
      	
              2.6  

            	
              If the Outsource Agreement is terminated during
      the Initial Term and the Minibar System removed from the Hotel, then HOMI
      will, at its own cost, reinstall the Minibar System at one or more other
      hotels at which the Minibar System will have equivalent revenue earning
      capacity as in the Hotel, as soon as possible and in any event within 6
      months of its removal from the Hotel, and the period between said removal
      and reinstallation shall not be included in the Initial Term for the
      purposes of Section 2.3 above.

            


    

     

    
      	
              2.7  

            	
              If reinstallation was not performed within said 6
      months, then HOMI shall be obliged, at any time during the following 3
      months, to transfer the fixed charge being granted to Lender under Section
      5.1 below, to other installed
      minibars, of equivalent value and revenue earning capacity, and such other
      minibars will then form the basis for the computations as set forth in
      Sections 2.2 and 2.3 above, provided that, for said 3 months,
      HOMI shall in any event repay to Lender 50% of the amount specified in
      Section 2.2e above.

            


    

     

    
      	
              3.  

            	
              Specified
      Purpose of Loan

            


    

     

     

    
      	
              3.1  

            	
              The
      Parties hereby confirm and agree that HOMI 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 and/or affiliates, to finance their activity in the
      ordinary course of business (the “Specified
      Purpose”).

            


    

     

    
      	
              3.2  

            	
              HOMI
      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.

            


    

     

    
      
         

      

      
        
          3

          

          
            
              Loan
Agreement - Leonardo

              HOMI
Industries - Elkrief

            

            Execution
Copy

          

        

        
          

        

      

      
         

      

    

     

    
      	
              3.3  

            	
              HOMI hereby recognizes and acknowledges that
      Lender’s consent to make the Loan to HOMI in accordance with the terms
      hereof is inter alia subject to and in reliance upon HOMI’s undertaking as
      set forth in Section 3.2 above,
      which is a fundamental condition of this
  Agreement.

            


    

     

    
      	
              4.  

            	
              Events
      of Default

            


    

     

     

    The
occurrence and continuation of any of the following events shall be considered
an Event of Default upon the occurrence of which the entire unpaid balance of
the Loan, and all reasonable costs of collection, including reasonable attorney
fees and expenses, shall become immediately due and payable:

     

    
      	
              4.1  

            	
              HOMI
      shall fail to make any payment which it is obliged to make under the terms
      of this Agreement and such failure is not fully remedied within thirty
      (30) days of HOMI’s receiving written notice from Lender of the occurrence
      thereof;

            


    

     

    
      	
              4.2  

            	
              for the
      avoidance of doubt it is hereby stipulated and emphasized that it is the
      fundamental obligation and undertaking of HOMI to repay the Loan, in its
      entirety, and failure by HOMI to repay the Loan in its entirety shall be
      considered an Event of Default, regardless of the reason for such
      failure;

            


    

     

    
      	
              4.3  

            	
              HOMI
      shall default in the performance of any material covenant or obligation
      contained herein and such default is not remedied within thirty (30) days
      of HOMI’s receiving written notice from Lender of the occurrence
      thereof;

            


    

     

    
      	
              4.4  

            	
              HOMI
      uses and/or attempts and/or permits use of the Loan, or any part thereof,
      for any purpose other than the Specified
  Purpose;

            


    

     

    
      	
              4.5  

            	
              any
      representation or warranty made by or on behalf of HOMI to Lender,
      howsoever in connection with the Loan and/or this Agreement, shall at any
      time prove to have been materially incorrect or
  misleading;

            


    

     

    
      	
              4.6  

            	
              any
      judgment materially affecting the ability of HOMI to repay the Loan and
      pay the Interest shall be entered against HOMI or any attachment, levy or
      execution against a substantial portion of its properties shall remain
      unpaid, or shall not be released, discharged, dismissed, suspended or
      stayed for a period of thirty (30) days or more after its entry, issue or
      levy, as the case may be;

            


    

     

    
      	
              4.7  

            	
              any
      proceedings seeking to declare HOMI bankrupt, or insolvent, or seeking
      liquidation, winding up, reorganization, arrangement with creditors,
      composition of debts or any other similar proceedings shall be initiated
      against HOMI, and such proceeding shall not be dismissed within thirty
      (30) days;

            


    

     

    
      	
              4.8  

            	
              any
      event shall occur materially adversely affecting the ability of HOMI to
      repay the Loan under the terms of this
  Agreement.

            


    

     

    
      	
              5.  

            	
              Security
      and Collateral

            


    

     

     

    
      	
              5.1  

            	
              As
      security and collateral for the full and timely repayment of the Loan
      pursuant to this Agreement, HOMI will, promptly upon receipt of the Loan,
      encumber the Minibar System by registering a first degree fixed charge
      over the Minibar System, in favour of the Lender and will take such action
      as is required in order to give this fixed charge full effect, including
      by means of its being reported and registered with the appropriate
      authorities, with a copy to Lender. This fixed charge will remain in force
      until the Loan has been repaid in full, at which time Lender will
      cooperate with HOMI in the cancellation and removal of the fixed
      charge.

            


    

     

    
      	
              5.2  

            	
              Upon the occurrence of an Event of Default, and
      for as long as said Event of Default remains uncured, Lender may, without
      prejudice to any and all other rights, remedies and/or relief to which
      Lender may be entitled by law, exercise and realize any and all security
      interests and/or collateral granted to Lender by HOMI pursuant to the
      terms hereof, including the security and collateral as set forth in
      Section 5.1 above, without in
      any way derogating from HOMI’s obligation to pay to Lender any and all
      sums still owed by HOMI to Lender pursuant to the terms hereof even after
      said actions by the Lender.

            


    

     

    
      
         

      

      
        
          4

          

          
            
              Loan
Agreement - Leonardo

              HOMI
Industries - Elkrief

            

            Execution
Copy

          

        

        
          

        

      

      
         

      

    

     

    
      	
              5.3  

            	
              HOMI hereby recognizes, acknowledges and agrees
      that Lender may, at any particular time, hold various forms of security
      and/or collateral in respect of the Loan, whether received from HOMI or
      from any third party, including the security and collateral as set forth
      in Section 5.1 above (all such
      security and collateral being termed hereinafter, the “Collateral”),
      and that Lender’s rights herein with respect to the security and
      collateral as set forth in Section 5.1 above shall remain in full force and effect
      regardless of, and in addition to, any other Collateral then held by
      Lender, and Lender shall have full and absolute discretion as to the order
      and/or nature in which it exercises and/or realizes its rights in the
      Collateral, if at all, and as to the timing of any such exercise and/or
      realization, and HOMI hereby waives any and all claims, demands and/or
      actions, of any kind whatsoever, against Lender, in this
      regard.

            


    

     

    
      	
              5.4  

            	
              HOMI
      undertakes, from time to time forthwith upon a Lender’s demand, in order
      to guarantee Lender’s rights with respect to any current and/or and future
      creditors, to take any action and sign any instrument and/or form and/or
      agreement as per Lender’s request, in the event Lender and/or HOMI
      believes that any laws by which it or its assets are bound require such
      action or signature in order to accord full validity to the Collateral,
      against the whole world.

            


    

     

    
      	
              6.  

            	
              HOMI’s
      General Covenants

            


    

     

     

    
      	
              6.1  

            	
              HOMI
      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.

            


    

     

    
      	
              6.2  

            	
              HOMI
      shall conduct its affairs in such manner as is appropriate for the
      subsidiary of a public company whose shares are traded on the New York
      OTCBB, and in accordance with all laws and regulations by which it is
      bound.

            


    

     

    
      	
              7.  

            	
              Representations
      and Warranties

            


    

     

     

    HOMI
hereby represents and warrants to Lender as follows:

     

    
      	
              7.1  

            	
              that
      it is duly organized and existing under the laws of the jurisdiction in
      which it was incorporated, with the requisite corporate or other power to
      own and operate its properties and assets, and to carry on its business as
      presently conducted and to execute and perform its obligations under this
      Agreement;

            


    

     

    
      	
              7.2  

            	
              that
      this Agreement is valid and binding upon it and it is bound by it and
      obliged to act in accordance with its terms; and that the execution and
      performance by it of this Agreement, and compliance therewith, and the
      consummation of the transactions contemplated by this Agreement will not
      result in any violation of and will not conflict with, or result in a
      breach of any of the terms of, or constitute a default under, any
      document, other obligation, law, regulation or order to which it is or
      will be party or by which it is or will be
  bound;

            


    

     

    
      	
              7.3  

            	
              that
      all actions on its part and on the part of its directors, required for the
      authorization, execution, and performance by it, of this Agreement, and
      the consummation of all the transactions contemplated herein, have been
      obtained, or that they will be obtained within 30 days of the date
      hereof.

            


    

     

    
      
         

      

      
        
          5

          

          
            
              Loan
Agreement - Leonardo

              HOMI
Industries - Elkrief

            

            Execution
Copy

          

        

        
          

        

      

      
         

      

       

    

    
      	
              8.  

            	
              Miscellaneous

            


    

     

     

    No
Amendment to this Agreement, or any part thereof, shall be valid or binding upon
the Parties unless drawn up in writing and signed by both Parties. The Preamble,
and any Appendices, Exhibits or Schedules to this Agreement, constitute an
integral part hereof. The headings used in this Agreement are for convenience of
reference only and will not be used in the construction of this Agreement. Any
use of the word “including” in this Agreement shall be construed as meaning
“including, without limitation”, unless expressly stipulated to the contrary.
All pronouns contained herein, and any variations thereof, shall be deemed
equally to refer to the masculine, feminine or neutral, singular or plural, as
the context may require. No principle of construction against the drafter shall
apply in any way to this Agreement or any of the Exhibits, Appendices and/or
Schedules attached hereto. No failure or delay on the part of any Party in
exercising any right and/or remedy to which it may be entitled hereunder and/or
by law shall operate as a waiver by that Party of any right whatsoever. No
waiver of any right under this Agreement shall be deemed as a waiver of any
further or future right hereunder, whether or not such right is the same kind of
right as was waived in a previous instance. In case any provision of the
Agreement shall be declared invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby and shall continue in full force and effect. This
Agreement constitutes the entire agreement between the Parties with respect to
the subject matter hereof and replaces any previous agreements between the
Parties, if at all, whether written or verbal, pertaining to any of the
subject-matter hereof. This Agreement shall be deemed to have been made and
concluded in Israel and the construction, validity and performance of this
Agreement shall be governed by the laws of Israel without giving effect to the
conflicts of law principles thereunder. By their execution hereof, the parties
irrevocably agree to submit all disputes arising hereunder to the jurisdiction
of the competent courts of Tel-Aviv, Israel. Notices sent by one Party to the
other under this Agreement will be sent by registered mail to the addresses
specified in the Preamble, delivered by hand, transmitted by fax, or sent by
e-mail or other electronic means of communication and will be deemed to have
reached their destination within 3 days of being deposited with the Post Office
for dispatch as registered mail (7 days in the case of air mail), upon actual
delivery when delivered by hand, and upon receipt of the recipient’s
confirmation of receipt when sent by fax, e-mail or other electronic means of
communication. This Agreement may be executed in any number of counterparts, in
original or by facsimile, and each such counterpart hereof shall be deemed to be
an original instrument, but all such counterparts together shall constitute one
and the same agreement.

     

    In witness
whereof the Parties have executed this

     

    Loan
Agreement on the date first above written:

    
      	
              _______________________________

              HOMI

              Industries
      Ltd

            	 
      	
              ________________________________

              Moise
      Laurent Elkrief

              Sonia
      Elkrief