SB-2










Exhibit 10.6  



To

Israel Discount Bank Ltd.

Main branch Jerusalem

(hereinafter: the Bank) 



			
			
			
	Loan account no. 	841013-804223 
	Current account no. for crediting the loan proceeds in Israeli/foreign currency 	968013-804633 
	o 	Compensation account no. (Capital & Interest) 	968013-804633 
	o 	Compensation account no. (Capital) 	968013-804633 
	o 	Compensation account no. (Interest) 	968013-804633 






	Marking & destination product /........./........./........./  






Date   December, 20 2006 



Application for
Receiving a Foreign Currency Loan 



I/We, the undersigned: 



	 	 	 	 
	 	 	 	 
	 	 	 	 
	1. 	Name Future IT Ltd  	id/passport no.  5513556027  	address: 4, Ha'melacha st. Lod 
	  
	2. 	Name _____________ 	id/passport no. _____________ 	address 
	  
	3. 	Name _____________ 	id/passport no. _____________ 	address 








Request herewith from the bank to
give us a loan in the amount of 500,000 $ (in words: Five hundred thousand in the
currency US Dollars (hereinafter: The Loan) in the conditions specified below:  



		
		
		
	1. 	The Loan Purpose 
	  	(According to the selected box) 
	o	The requested loan is for 
	  	__________________________________________________________ 
	  	__________________________________________________________ 






The requested loan is not designed
for purchasing rights in an apartment that will be designed for our residency and/or our
adult children and/or our parents’ residency and it will not be used by us and/or by
a party on our behalf for that purpose. 



– or – 



o    The
loan is designed for purchasing/leasing rights in an apartment that will be designed for
our residency and/or our adult children and/or our parents’ residency, or for the
building or expansion or renovation of that apartment (see appendix to this form) 














2.    Loan Placement 



     a.    
          Please open on our behalf a special loan account (whose number will be
          indicated at the top of this document and will be called hereinafter The Loan
          Account) and a special compensation account (whose number will also be indicated
          at the top of this document and will be called hereinafter The Compensation
          Account) that will be managed according to the conditions of this document. 



     b.    
          Please credit the current account stated at the top of this document
          (hereinafter: the Current Account) with the loan proceeds; and against crediting
          the current account as aforementioned, please debit the loan account with the
          loan proceeds. 



Crediting the current account with
the loan proceeds will be considered receiving the loan by us and the date of credit as
aforementioned will be called “the Date of Receiving the Loan. 



     c.    
          Against crediting the account with the loan proceeds, a “transaction
          recording” fee will be charged as will be determined from time to time in
          the bank price list that is available in the bank branches. 



The account transaction recording
rate currently in the bank is a total of 1.21 NIS. 



Customer (abbreviated)
signature: ___________ x 



     d.    
          This document constitutes and will always constitute an integral part of a
          general conditions document for opening and managing accounts in the bank upon
          its signing and of all the securities and warranties regarding our account in
          the bank according to their state on the date of signing this documents and/or
          as will be in the future from time to time according to the bank recordings in
          any time that bind and/or will bind us in all intents and purposes, in a way
          that they must be read together solidly as a continuation and in one sequence as
          conditions of their conditions that complement each other and supplement each
          other (hereinafter together and separately – General Conditions Document).
          

To eliminate any doubt, it is worth noting that the interpretation, definitions
          and meanings of all the expressions, terms and words in this document, as
          specified in the General Conditions Document, and all the conditions,
          instructions, rules and items that are mentioned and specified in the General
          Conditions Document, they must be seen for all intents and purposes as if they
          were written and recorded in this document too as an integral part of its
          conditions and content. 



3.    Instructions Regarding
Conversion 



If the current account is managed
in an Israeli currency, please convert the whole amount of the loan into new Shekels,
based on the buying rate (Transactions and Checks) of the loan currency that will be
customary in the bank on the conversion day with the addtion of a fee and surcharge as
will be customary at that time. 



4.    The Loan Condition 



a.    The loan period and
repayment 



        The
loan will be set for a period of ______ months starting on date _________ ending on date
___________ and will be repaid by us by installments in the rates and dates as specified
below and indicated in the selected box. However, it is explicitly declared that in any
case that the repayment date falls on a non bank business day (based on the bank ruling on
this matter), this repayment date will be postponed to the next bank business day. 



Customer (abbreviated)
signature: ___________ x 



b.    Loan
Repayment 



1)     o      Repayment
by means of separation been the loan capital and interest: 



a)    The loan capital will be
repaid by us as specified below and indicated in the selected box. 



o    In one
installments on date __________ 














– or – 



o    In
total of 18 sequential installments, that will be paid each month on ____ of
each calendar Gregorian month on which the loan capital payment falls as aforementioned,
starting from 20/07/08 and ending on 20/06/2011 



Customer (abbreviated)
signature: ___________ x 



     b)    
          The interest* will be repaid by us on the dates specified below and indicated
          in the selected box: 



o    In
one installments on date __________ 



– or – 



o     On
the loan capital repayment dates, as specified in the small clause a) above and indicated
in the selected box. 



– or – 



o     In
total of 54 sequential installments, that will be paid each month on ____ of
each calendar Gregorian month on which the loan capital payment falls as aforementioned,
starting from 20/01/07 and ending on 20/06/2011 



– or – 



o    First
installment on the date _____________ (i.e. _________ months following the date of
receiving the loan) and the remaining interest payments in ________ equal sequential
installments that will be paid each _____ months on the date _____ of each calendar
Gregorian month on which the loan interest payment falls as aforementioned, starting from
________ and ending on _______ during a period that will start on the date of receiving
the loan and end on the first date determined for repaying the interest as aforementioned
(hereinafter: the Grace Period); it is not required to pay any amount on the account of
the loan uncleared balance and/or on the account of the interest accrued on the loan,
excluding a case where an event occurred that provides the bank the ground to precede the
loan repayment and place it for immediate payment according to the General Conditions
document. To eliminate any doubt, it is explicitly emphasized and declared that during the
Grace Period, the interest on the loan will be allocated once every ____ months to the
compensation account and will also bear an interest according to the loan conditions. In
the first date determined for its repayment, the interest balance that was allocated and
accrued in the compensation account as aforementioned (according to the bank calculations
and recording) will be combined to the loan capital and will also be called for all
intents and purposes the Loan Capital. Starting from the above date onwards, the interest
will be calculated, repaid and paid by us on the dates determined for its repayment as
specified above. 



Customer (abbreviated)
signature ____________ x 



c.     Please
debit a flat fee in the rate of ____% of the loan amount.  



2)    o     The
repayment of the loan capital and interest* according to Shpizer Table method: 



o    The
loan capital and interest will be repaid in ___ equal sequential installments in the
amount of ________ each one in the loan currency. This includes the repayment of the loan
capital and the interest against it. 



The above installments
will fall every ____ months in ____ for each calendar Gregorian month – starting from day ______________ ending in day ________. 



– or – 



o    The
repayment of the loan capital and the interest against it will start on day _______ (i.e.
_____ months after the date of receiving the loan). 














During the period that will start
on the date of receiving the loan and will end on the first date that was determined for
its repayment (hereinafter: the Grace Period), it is not required to pay any amount on the
account of the loan uncleared balance and/or on the account of the interest accrued on the
loan, excluding a case where an event occurred that provides the bank the ground to
precede the loan repayment and place it for immediate payment according to the General
Conditions document. To eliminate any doubt, it is explicitly emphasized and declared that
during the Grace Period, the interest on the loan will be allocated once every ____ months
to the compensation account and will also bear an interest according to the loan
conditions. In the first date determined for its repayment as aforementioned, the interest
balance that was allocated and accrued in the compensation account as aforementioned
(according to the bank calculations and recording) will be combined to the loan capital
and will also be called for all intents and purposes the Loan Capital. Starting from the
above date onwards, the loan capital and the interest (that will be calculated as
specified in the small clause c below) will be repaid in ___ equal sequential installments
in the amount of _________ (________________) in the loan currency each — these
installments include the repayment of the loan capital and the interest against it. 



These installments will be paid
every ____ months on the date _________ of each calendar Gregorian month, on which the
loan capital and interest payment falls as aforementioned, starting from __________and
ending on ________ 



Customer (abbreviated)
signature: ________x. 



– or – 



3)    o     The
loan repayment will be carried out as follows: 



     a)    
          During ____ months, the interest will be repaid by us in _______ sequential
          installments. These installments will fall each month on _________ of each
          calendar Gregorian month starting from day ________ and ending on day ______. 



     b)    
          Starting from day ________ and ending on day ______, the loan capital and
          interest will be repaid in the Shpizer Table method in ____ equal sequential
          installments in the amount NIS each. The above installments will fall each month
          on date _____ of each calendar Gregorian month. 



Customer (abbreviated)
signature: ________x. 



c.    The Interest 



     1)    
          The interest rate on the loan is as specified below and indicated in the
          selected box (as above and hereinafter: The Interest). 



o    A
fixed interest in the rate of ____% per annum (a nominal interest rate) that is equal,
through the calculation of annual adjusted interest, to L +1.75 per annum,
adjusted interest is 7.3357 



– or – 



o    A
variable interest in the “Rate of LIBOR Interest” as it is defined herewith and
in the addition of L +1.75 all in an annual calculation and adjusted to the clauses
later described. 



Customer (abbreviated)
signature: ________x. 















2)     Interest Supplement 



It is agreed herewith and
emphasized that the interest rate as afore mentioned will increase automatically by itself
in 2% in any event of violating the conditions of this document, including the current
account management conditions under our signature that constitute an integral part of this
document, in all or part, for the entire violation period according to the bank recordings
and determination; this is due to the increasing risk to the bank as a result of the
violation. This special interest supplement will be debited by the bank in the loan
account and will be paid by us separately, in combination and together with the interest
payments or debits as aforementioned and in addition to them. To eliminate any doubt, it
is emphasized that this special interest supplement will be returned in any case and
circumstances, even after recovering the violation and/or in circumstances where the bank
agrees to waive or postpone the implementation of the violated obligation or change it or
give any extension. It is clarified herewith that the bank’s right for the special
interest supplement in a state of violation and its actual collection as aforementioned,
will not derogate, suspend or affect any remedy or relief or right or ground that the bank
will have for us according to this document or according to the current account management
conditions under our signature and among others, there is nothing in the aforementioned to
derogate from the bank’s right to collect from us and it is our duty to pay the bank
interest for delay as specified below in this document as a supplement to the accrued
interest as aforementioned and from any additional rights and grounds that are available
to the bank in the circumstance or events of violation or failure to meet our obligations
— all or part and the aforesaid in this clause is an addition to these. 



3)     Interest Calculation
and Repayment: 



a)     Interest Calculation 



The interest will be calculated on
the uncleared balance on a daily basis for the period starting on the date of receiving
the loan until its full actual clearance based on the calculation of 360 days per annum. 



     b)    
          LIBOR Interest Rate Determination Method 



     1)    
          The bank will determine the LIBOR interest rate for each interest period on a
          bank business day that falls two bank business days before the beginning of each
          interest period as aforementioned and each LIBOR interest rate that will be
          determined by the bank will be set for the period that spans from the beginning
          of the relevant interest period to its end. In this matter, it is worth
          emphasizing and indicating that any change in the LIBOR interest will cause a
          change in the interest on the loan, according to the change rate in the LIBOR
          interest compared to its rate before the change, all according to the bank
          calculation 



     2)    
          In the definitions in the small clause b, the following terms will be
          followed by their meaning:  




a)     LIBOR Interest Rate – London
Interbank Offered Rate means the interest rate as will be determined by the
bank while paying attention to the highest interest rate where interbank
deposits and/or loans in foreign currency are offered in the interbank Euro
market in London for a period that is equivalent to the interest period, as
will be quoted at 11:00 am (London time) or close to this time and will be
published by Reuters’ news service, and in the absence of such publication
by Reuters as aforementioned, the LIBOR interest rate will be the rate that
will be determined by the bank, while paying attention to the LIBOR interest
rate that will be quoted and published by another news service or by any other
party that the bank will deem an appropriate substitute for publication instead
of Reuters.  



        In
the absence of the quotation and publication as aforesaid regarding the LIBOR interest
rate, the bank’s determination will take effect in this matter and will be decisive
and ultimate for all intents and purposes. 



        “Currency
Basket Cluster” that the loan is linked to means a rate that expresses a weighted
average of the LIBOR interest rates (that will be determined by the bank as
aforementioned) of each of the foreign currencies that comprise that currency basket
cluster, based on the number of units of each currency in this cluster, based on the bank
calculation and its final ruling in that matter. 



     b)    
          The Interest Period means a period of _______ months, starting from the date
          of receiving the loan, while each interest period starts at the end of the
          previous period. 



Customer (abbreviated)
signature ____________ x 














     c).    
          Month – this term refers to the period starting on any date on a certain
          calendar Gregorian month and ending on the same day of the first calendar
          Gregorian month that follows (hereinafter: the Overlapping Day). 



Months – this term refers to
the period starting on any date on a certain calendar Gregorian month and ending on
overlapping day of the calendar Gregorian month, in which that interest period ends. In
this matter, it is explicitly clarified and emphasized that if the overlapping day will
fall on a non bank business day, the interest period will end on the first bank business
day that follows that overlapping day. 



If there is no overlapping day in
the Gregorian month, in which the interest period ends, the interest period will end on
the day that is the last bank business day in that Gregorian month. 



     d).    
          Bank Business Day means a day on which the banks in London carry out
          transactions between them in foreign currency deposits and/or loans in the
          London inter-bank Euro market. 



     3)    
          Without derogating from the generality of the aforesaid in the small clause
          (1) above, it is known to us and agreed by us that the variable interest, based
          on its current rate is ______% per annum (nominal interest rate), which is
          equal, based on the calculation of an annual adjusted interest, to ___% per
          annum. 



Customer (abbreviated)
signature ____________ x 



     d.    
          Interest for Delay 



     1)    
          An amount that enters or will enter the bank according to this document and
          will not have been paid by us on the prearranged date for payment according to
          this document or that will not be paid to the bank according to the bank first
          requirement, will earn for the period starting on the date we had to pay it
          until the actual date of payment, a variable Interest for Delay (hereinafter:
          Interest for Delay. The Interest for Delay will be calculated on the uncleared
          balance on a daily basis, in accordance with the instructions of small clause
          c3)a) above, according to the bank procedures and will be, subject to the
          instructions of any law, in the highest rate that will be applied in the bank
          from time to time on unapproved overdraft in debitory current accounts in the
          loan currency or in the highest rate that will be applied in the bank from time
          to time on unapproved overdraft in debitory current accounts, according to the
          currency of the compensation account, if it is managed in a currency that is
          different from the loan currency. 



     2)    
          To eliminate any doubt, it is clarified herewith that the bank’s right
          for Interest for Delay and its actual collection, will neither derogate, suspend
          or affect any remedy and/or relief that will be available to the bank according
          to this document and/or based on any law, nor the bank’s right to take any
          actions in any time for the collection of any amount that has not been repaid by
          us in a timely manner or continue to take these actions. 














     5.    
          Fees and Additional Payments 



     a)    
          We undertake herewith to bear on our account and pay the bank all the
          expenses, fees, charges, including, and without derogating from the generality
          of the aforesaid, stamping this document and penalties against delay and/or not
          meeting the deadline of paying stamp duty and fees regarding the signature and
          issuance of this docuement and regarding carrying out the laon according to it,
          all in accordance with the procedures conducted in the bank and according to any
          change that will apply on them from time to time (hereinafter: the Expenses and
          the Fees); within this (but limited to) we will also pay you handling and
          collection fees on the dates and amounts as follows: 



     1)    
          On the date of receiving the loan, we will pay you handling fees. 



     a)     o      
          That is equal to 50% (Fifty percent) of the loan, however, the
handling fee amount will not in any case be less than the minimum amount of the handling
fee, as will be determined from time to time in the bank price list available in the bank
branches. The minimum handling fee according to its rate today in the bank is 4.60 NIS. 



– or – 



     b)    o      
          In the amount of 4138.5 NIS (Four thousand and thirty eight NIS and 50 Agorot 



     2)    
          In any date determined in this document for the repayment of any installment
          as the loan return, we will pay you for the same installment a Collection
          Fee” in the amount of ________ NIS. As well as Transaction Recording in the
          Account as will be determined from time to time in the bank price list available
          in the bank branches. The transaction recording fee rate in the account,
          according to its current rate in the bank is _________ NIS. 



     3.    
          We instruct the bank to debit the current account in the amount of the
          expenses and fees on the date determined for the installments according to this
          document conditions and we undertake to cause that we will be credited at that
          time with a balance in the current account that will be sufficient for carrying
          out the debits as aforementioned. The bank may debit any account that is managed
          and/or will be managed under our name and/or under that name of any of us, with
          the amount that will be required for clearing the expenses and fees and convert
          if necessary the payment to the loan currency that will be customary in the bank
          as will be customary at that time. The bank may debit the current account
          whether this be creditory or debitory account, whether it becomes debitory as a
          result of that debit. In the event that the account is debitory, the debit
          amount will bear interest according to the current account conditions. 



Customer (abbreviated)
signature ____________ x 



     b.    
          Without derogating from the generality of the aforesaid in the small clause
          (a) above, it is known to us and agreed by us that the bank may change the
          collection fee rate, as aforementioned in the small clause (a) 2 above, as long
          as the notification about it will be sent to us by the bank two weeks before the
          date of change. 



     c.    
          In any event that any amount against any payments that we have to and/or will
          have to pay to the band according to this document conditions, be paid to the
          bank or be collected by it (whether is was collected from us, from any third
          party or as a result of exercising securities or any part of them) on a date
          that, as relevant, the date of payment determined in this document, regardless
          of the reason (including carrying out an immediate repayment of the whole loan
          or a part of it), we will pay the bank immediately, according to its first
          requirement, any amount(s) that may indemnify and compensate the bank against
          any loss or damage that may occur to the bank as a result of carrying out the
          payment as aforementioned (against interest differences until the end of the
          relevant interest period) on a date that is not the date that was determined in
          this document, according to the bank determination. 














     6.    
          Effective Cost 



(Will be completed in the event
that the loan amount per individual does not exceed 500,000 NIS and the loan amount that
was given for purchasing a residential apartment or by mortgaging the residential
apartment does not exceed 1,000,000 NIS). 



It is known to us and agreed by us
that the loan effective cost rate is ___% per annum. 



Customer (abbreviated)
signature ____________ x 



7.     The Method of
Carrying out the Loan Repayment 



The loan repayment will be carried
out via debiting the compensation account as specified below. Insert x in the relevant
box(es): 



     a.    o    
          Our request is to separate between the method of carrying out the loan
          capital repayment and the loan interest repayment; for this purpose please open
          under our name: 



     1)    
          A special compensation account for repaying the loan capital (Compensation
          Account (Capital)). 



And 



     2)    
          A special compensation account for repaying the loan interest (Compensation
          Account (Interest)). 



The compensation account (capital)
and the compensation account (interest) will be called in this document,
together and separately, the Compensation Account.  



– or – 



     b.    o   
          For the purpose of loan repayment, please open under our name a special
          compensation account (in this document — the Compensation Account) that
          will be managed according to this document conditions in an Israeli/foreign
          currency (delete the non-relevant option). 



     1)    
          We instruct the bank herewith to debit the compensation account, as relevant
          and according to clause indicated above, on the repayment date of either each
          installment or any amount that will reach from us to the bank according to this
          document (hereinafter: the Installments), excluding fees and expense payment as
          specified in clause 5a above, in the amount that will be required for clearing
          that installment and convert the payment of this installment to the loan
          currency, and we undertake herewith to cause that at that time we will have in
          the compensation account a balance that will be sufficient for carrying out the
          aforementioned debits — there is nothing in the aforementioned to derogate
          from our duty to clear any debit balance that will occur, if at all in the
          compensation account with Interest for Delay and any debits accompanying to
          these. 



        Any
amount that will be received as a credit to the compensation account will be used for
repaying the installments in the following order: for clearing the interest and only later
for clearing the loan capital — or in any other order determined by the bank. 



     2)    
          Regarding the repayment through debiting the compensation account as
          aforesaid, it is explicitly clarified and declared that: 



     (a)    
          In the event that we chose the alternative of debiting the compensation
          account in the loan currency, it is known to us that the debit balance that will
          occur in the compensation account as aforesaid (with the combination of the
          interest for delay, as aforesaid in clause 4d above and any debits accompanying
          to all these), will be in any time in the loan currency. 



     (b)    
          In the event that we chose the alternative of debiting the compensation
          account in an Israeli currency, it is known to us and we instruct herewith the
          bank to convert the payment to an Israeli currency on the date of debiting the
          compensation account as aforementioned in each payment, according to the bank
          procedures in this matter according to a selling rate of the loan currency that
          will be customary in the bank on the date of carrying out the conversion and in
          addition to fees and/or charges as will be customary at that time. Any debit
          balance that will be occur in the compensation account (with the combination of
          the interest for delay, as aforesaid in clause 4d above and any debits
          accompanying to all these), will be in any time in an Israeli currency. 














     (c)    
          The bank may debit at any time any account that is managed and/or will be
          managed under our name and/or under any of us in the amounts that will be
          required for clearing any debit balance that will occur in the compensation
          account or any part of it and convert, if necessary, the payment to the loan
          currency according to the bank procedures in this matter, according to the
          selling rate of the loan currency that will be customary in the bank on the day
          of carrying out the conversion and in addition of a fee and a charge as will be
          customary at that time. 



     (d)    
          Debiting account(s) in the amounts of the debit balance as aforesaid in the
          small clause 1 will only be considered repayment if those accounts will have
          funds in credit balances for fully covering that payment. 



     (e)    
          The bank may cancel any debit or part of it that did not have a cover as
          aforesaid and return it to the compensation account and/or refer to it as an
          amount that was not paid on the date determined for repayment according to these
          document conditions. In the event that the bank chose to leave the debit in the
          current account, that debit will bear an interest in the conditions and rate as
          will apply on the account. 














In witness whereof the
parties hereunto set their hands: 



	 	 	 
	 	 	 
	 	 	 
	1 	_____ 	_________________________ 
	  	Date 	Customer's name and signature 






Signed by      1 __________   id _____________  

(Will be completed in the event of a corporate)  

                       2 __________   id _____________  




Signed in front of
____________________________________________ 

(For identification purposes only)  Name and the signature of the signature approver



	 	 	 
	 	 	 
	 	 	 
	2 	_____ 	_________________________ 
	  	Date 	Customer's name and signature 






Signed by      1 __________   id _____________  

(Will be completed in the event of a corporate)  

                       2 __________   id _____________  



Signed in front of
____________________________________________ 

(For identification purposes only)  Name and the signature of the signature approver



	 	 	 
	 	 	 
	 	 	 
	3 	_____ 	_________________________ 
	  	Date 	Customer's name and signature 





Signed by      1 __________   id _____________  

(Will be completed in the event of a corporate)  

                       2 __________   id _____________  




Signed in front of
____________________________________________ 

(For identification purposes only)  Name and the signature of the signature approver