Exhibit 10.2

                                 LOAN AGREEMENT

Is effected between 10Charge Kft. (headquarters: Budapest, Konkoly Thege Miklos
ut 29-33., corporate ID: 01-09-696408, Tax ID: 12643819-2-43, represented by:
Marinka-Toth Jozsef) as the "creditor" and Reisz Attila (born: Budapest, 1966.
September 30., Mother's maiden name: Szabo Katalin, address: Pilisjaszfalu,
Erdoalja u. 12. tax ID: 8364313673) from now on "Borrower" under the following
conditions:

      1.    Creditor on this day loans to borrower US $45,000 - forty five
            thousand - dollars. Borrower certifies that he received said amount
            at the time of signing this agreement.

      2.    Borrower is obliged to repay said amount by January 31, 2004 either
            in whole, or within the available time in payments as scheduled by
            him.

      3.    Contracting parties agree that borrower will pay to creditor
            interest on borrowed amount. Parties agree that the interest amount
            will equal to the interest level of the Hungarian National Bank as
            calculated in the Hungarian forint equivalent of loan for the same
            time period. The HUF/USD exchange rate in effect is to be the same
            as on the day of repayment of debt. Interest is to be repaid at the
            same time as the loan.

All points not covered by this agreement will be enforced by the relevant
section of Hungarian law governing loan agreements.

Contracting parties personally sign this agreement after reading and
understanding all point above, under their own free will.

      BUDAPEST, 2003, August, 1.

              /s/ Reisz Attila                         /s/ 10charge Kft.
              ----------------                         -----------------
                  Borrower                                 Creditor

      As witnesses in front of:

      1.)

      2.)


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                           AMENDMENT TO LOAN AGREEMENT


This is a modification of the agreement dated 2003 July 22. between 10charge
Kft. (Budapest, Konkoly Thege Miklos ut 29-33., Corporate ID#: 01-09-696408, Tax
ID: 12643819-2-43, represented by: Marinka-Toth Jozsef) as "Lender" and Attila
Reisz (Born.: Budapest, 1966. September 30., Mother's name: Szabo Katalin,
Residence: Pilisjaszfalu, Erdoalja u. 12. Tax ID: 8364313673) as the "Borrower"
under the following conditions:

The second paragraph of the original contract is modified as follows.

      "2. Borrower is obliged to repay loan no later than December 31, 2004,
either in one sum or, until the due date, in parts. Repayment of debt is to be
implemented in Hungarian forints. Exchange rate in effect is the exchange rate
of the Hungarian National Bank's rate on the day of transfer to Lender."

      All other point is the original contract remains in full effect.

      All other matter not specifically mentioned here are governed by the
Hungarian Civil Code regarding loans.

      Contracting parties sign this document after reading it and understanding
its content under their own free will.

      Budapest, January 23, 2004


              /s/ Reisz Attila                         /s/ 10charge Kft.
              ----------------                         -----------------

                  Borower                                     Lender


      Signed in front of the following witnesses:

      1. Name
         Residence
         ID card number:

      1. Name
         Residence
         ID card number:


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