Exhibit 10.40
PAYMENT OF PROMISSORY NOTES
Agreement dated as of June 9, 1997 by and between Royal
Canadian Foods Corp., a Delaware corporation, with offices at 0000 Xxxxxx
Xxxxxx, Xxx Xxxx, XX 00000 ("Borrower") and Xxxxxxxx Xxxxxxxxx, a resident of
Israel ("Lender").
RECITALS
WHEREAS, Lender loaned Borrower a total of $178,000 (the "Loans");
WHEREAS, Lender and Borrower now agree that the principal due
on the Loans shall be paid by the issuance of Common Stock of the Company (the
"Common Stock") to Lender.
NOW, THEREFORE, in consideration of the premises and other
good and valuable consideration, receipt of which is hereby acknowledged, the
parties hereto agree as follows:
1. The Loans. Lender loaned Borrower a total of $178,000, and Borrower executed
promissory notes to evidence such loans on the following dates and in the
following amounts:
Date Amount
March 25, 1997 $70,000.00
April 18, 1997 $48,220.00
May 13, 1997 $59,780.00
Total $178,000.00
2. Payment of Loan Principal. Payment of the Loan shall be made by the issuance
of one share of Common Stock for every $2.00 of the principal balance due on the
Loans. A total of 89,000 shares of Common Stock shall be issued to Lender in
payment of the entire principal balance due on the Loans.
2. Offshore Securities Agreement. The parties hereto intend for the issuance of
the Common Stock to Lender to be in compliance with Regulation S of the
Securities Act of 1933. In view of this, Lender shall sign an Offshore
Securities Agreement for this transaction.
3. Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original but all of which together shall
constitute a single instrument.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.
ROYAL CANADIAN FOODS CORP.
By:_____________________________
Xxxxxxx Xxxxxxxx, President
By:_____________________________
Xxxxxxxx Xxxxxxxxx
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