I-Tech R&D Limited Partnership - Page 9




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               In connection with the R&D projects undertaken by the R&D              
          companies, RSI agreed to assist WTI in providing services on                
          behalf of I-Tech.                                                           
               The contract constituted the entire agreement among WTI,               
          WorldTech U.S., and I-Tech.  The contract did not make any of the           
          parties the employee, agent, partner, or legal representative of            
          the other for any purpose whatsoever.  Each party acted as an               
          independent contractor.                                                     
          Funding                                                                     
               The Israeli Government, through the Industrial Development             
          Bank of Israel (IDB), provided loans with respect to each R&D               
          project.  These loans were limited to an amount equal to 54                 
          percent of the total funds needed for each R&D project (primary             
          loans).21  I-Tech funded 36 percent of each R&D project using               
          proceeds from the sale of limited partnership interests and a               
          $1,585,000 commercial loan from the Israel General Bank, Ltd.               
          (General Bank).22  Each R&D company contributed the remaining 10            

               21The limited partners in I-Tech have not repaid any portion           
          of their pro rata shares of the recourse loans that the                     
          Industrial Development Bank of Israel Limited made on behalf of             
          the Chief Scientist of the Ministry and Trade in Israel in                  
          connection with the R&D projects.                                           
               22I-Tech repaid the recourse loan that the Israel General              
          Bank, Ltd., made to I-Tech in connection with the R&D projects.             
          The loan was repaid from the funds received by I-Tech from Efrat,           
          AiTech, and Oshap when those R&D companies exercised their                  
          options.  These transactions were noted on the partnership’s tax            
                                                             (continued...)           






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Last modified: May 25, 2011