Shareholder Loan Agreement

EXHIBIT 10.6



PROMISSORY NOTE

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$1,111,000 New York, New York December 1, 1995







ON DEMAND, FOR VALUE RECEIVED, the undersigned, THE A CONSULTING TEAM, INC., a New York corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of SHMUEL BENTOV (the "Lender") the principal amount of One Million One Hundred and Eleven Thousand Dollars ($1,111,000) in lawful money of the United States of America and in immediately available funds, commencing December 1, 1995 and due upon demand of the Lender, and to pay interest on the unpaid principal amount accrued from the date of this Promissory Promissory Note until such principal amount becomes due or is paid in full, payable upon demand, at a rate per annum equal at all times to the Prime Rate. Any change in the interest rate resulting from a change in the Prime Rate shall be effective at the beginning of the day on which such change in the Prime Rate Becomes effective.



This Promissory Note shall become at once due and payable without notice, presentment or demand of payment by the Lender, and may be prepaid at any time without penalty.



The indebtedness evidenced by this Promissory Note is subordinate and subject in right of payment as to principal and interest to the prior payment in full of all principal, premium, if any, and interest on all indebtedness of the Borrower, regardless of when incurred, including indebtedness incurred after the date ...