Unsecured Loan Agreement

Exhibit 10.13

UNSECURED LOAN AGREEMENT

THIS LOAN AGREEMENT (this "Agreement") is made and entered into as of the 30th day of September 2002, by and between MediaBin, Inc., a Georgia corporation (the "Company"), and Venturos AS, a Norwegian corporation (the "Lender").

PREAMBLE

The Company and the Lender are entering into this Agreement for the purpose of establishing a short-term loan. This Agreement establishes the conditions under which the Lender may convert any outstanding borrowings into an investment in common stock of the Company and other relevant provisions.

NOW, THEREFORE, in consideration of the premises hereof, the mutual covenants and conditions set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Loan . On the date hereof the Company has borrowed the principal amount of $510,000 from the Lender (the "Loan"), which will be evidenced by the Term Promissory Notes in the form attached hereto as Exhibits A-D (the "Notes"). The Lender is willing to make the Loan to the Company on the terms and conditions described herein. The Company and the Lender agree that the payment and performance of all obligations relating to the Loan shall not be secured by any property of the Company. The Company may prepay the Loan, in whole or in part, at any time without penalty or premium; provided , however , that the Company shall give the Lender five days notice of any payment of outstanding principal under the Notes other than a scheduled principal payment prescribed by the Notes (each, a "Payment Notice").

2. Conversion and Acceleration Rights . The Company's successful completion of either a private placement or a public offering of its common stock, $.01 par value per share (the "Common Stock") in either the Norwegian or United States stock markets in which gross proceeds of at least $1,000,000 are raised is defined as the Secondary Offering. At any time during the term of the Notes, Lender may cause all or any portion of the entire outstanding principal balance of the Notes to be converted into a number of shares of the Common Stock equal to the then-outstanding principal of the Notes divided by 75% of the offering price per share in the Secondary Offering. Upon the commencement of an action by the Company to obtain shareholder approval of an offer from a person or entity unaffiliated with the Lender and unaffiliated with Glastad Holding, Ltd. or Gezina AS that would result in a Change of Control (as defined below), Lender may (i) cause all or any portion of the entire outstanding principal balance of the Notes to be converted into a number of shares of the Common Stock equal to the then-outstanding principal of the Notes divided by 75% of the offering price per share as proposed in the transaction constituting a Change of Control and/or (ii) cause the acceleration of the Notes so that all of the remaining outstanding and unconverted principal is due within ten (10) days of the closing of the transaction constituting a Change of Control. Lender shall have the option of either receiving cash for any accrued and unpaid interest on the Notes or converting such interest balance into a number of shares of the Common Stock as provided herein. The shares of Common Stock received by the Lender pursuant to this Section 2 shall be registered on the Oslo Stock Exchange. Notwithstanding the foregoing, no fractional shares of the Common Stock shall be issued upon the exercise of the conversions provided by this Section 2, and the Company shall pay the Lender cash equal to the fair market value of such fractional shares in lieu of their issuance. For purposes of this Agreement, a "Change of Control" shall mean a transaction in which (i) any person or group of persons that was not previously a majority shareholder of the Company becomes the beneficial owner, directly or indirectly, of securities of the Company representing a majority of the combined voting power of the Company's then-outstanding securities or (ii) the Company sells, transfers, leases, exchanges or disposes of at least eighty-five percent (85%) of its assets.

3. Adjustments for Reclassifications . If prior to the conversion set forth in Section 2, the outstanding shares of the Common Stock are changed into or exchanged for a different kind of shares or other securities of the Company (hereinafter, a "Capitalization Event"), then the kind of shares or other securities issuable upon the conversion set forth in Section 2 shall be adjusted so that the kind of shares or other securities to be received under such conversion after such Capitalization Event are the same as that which would have been held following the Capitalization Event had a similar conversion taken place immediately prior to the Capitalization Event.


4. Representations, Warranties and Covenants .

(a) By the Company . The Company is a corporation duly organized and existing under the laws of the State of Georgia and has the corporate power and authority to carry on its business as and where now conducted. The Company has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action of the Company. The authorized capital stock of the Company consists of 200,000,000 shares of the Common Stock, of which 17,529,607 shares are issued and outstanding. All of the issued and outstanding shares of the Common Stock are duly and validly issued and are fully paid and non-assessable.

(b) By the Lender. The Lender is a corporation duly organized and existing under the laws of the country of Norway and has the corporate and legal power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action of the Lender. The Lender has not authorized any person to act as broker, finder or in any other similar capacity in connection with the transactions contemplated by this Agreement. The Lender acknowledges that the shares of the Common Stock issuable pursuant to the conversion procedure set forth in Section 2 hereof have not been registered under any state (or other) securities laws or under the Securities Act of 1933, as amended (the "Federal Act"), in reliance, in the case of the Federal Act, on exemptions contained in Regulation S promulgated thereunder, and agrees that it will not (i) transfer any of such shares, or any interest therein, except pursuant to an effective registration statement under the applicable state and other securities laws and the Federal Act or in a transaction which is exempt under such applicable state and other securities laws and the Federal Act, or (ii) make any transfer which will cause the issuance of any of such shares by the Company to be unlawful or violative of any statute or regulation. The Lender further acknowledges that any stock certificates representing the shares of Common Stock issuable pursuant to the conversion procedure set forth in Section 2 shall bear a restrictive legend in compliance with the requirements of Regulation S. The Lender warrants and represents that its execution of this Agreement has taken place outside the United States, that it is not a U.S. Person (as defined in Regulation S) and that it is not acquiring any securities hereunder for the account or benefit of a U.S. Person. The term U.S. Person, as defined in Regulation S, means: (i) any natural person resident in the United States; (ii) any partnership or corporation organized or incorporated under the laws of the United States, its territories or possessions or any state or the District of Columbia; (iii) any estate of which any executor or administrator is a U.S. Person; (iv) any trust of which any trustee is a U. S. Person; (v) any agency or branch of a foreign entity located in the United States; (vi) any non-discretionary account or similar account (other than an estate or trust) held by a "dealer" (as defined in the Federal Act) or other fiduciary for the benefit or account of a U.S. Person; (vii) any discretionary account or similar account (other than an estate or trust) held by a "dealer" (as defined in the Federal Act) or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States; or (viii) any partnership or corporation organized or incorporated under the laws of any foreign jurisdiction by a U. S. Person principally for the purpose of investing in securities not registered under the Federal Act unless it is organized or incorporated, and owned, by Accredited Investors (as defined in Rule 501(a) under the Federal Act) who are not natural persons, estates or trusts. In addition to the restrictions on transfer set forth herein, the Lender also agrees that it will not transfer this Agreement or the Notes into the United States or to a U. S. Person (as defined in Regulation S) for a period of one year after the date hereof. The Lender warrants and represents that any shares of the Common Stock that it acquires will be acquired solely for its own account, to hold for investment, with no present intention of dividing its participation with others or reselling or otherwise participating, directly or indirectly, in a distribution of such shares.

5. Default; Remedies . A "Default" shall exist if any of the following occurs and is not remedied (i) in the case of events described in clause (a) below, within 15 days after notice from the Lender to the Company thereof, and (ii) in the case of events described in clauses (b) through (h) below or elsewhere in this Agreement, within 30 days after notice from t ...