EXHIBIT 10.17
SECURED PROMISSORY NOTE
$100,000.00 New York, New York
July 1, 2008
FOR VALUE RECEIVED, Sunwin International Neutraceuticals, Inc., a Nevada
corporation (the "Company") and Xx. Xxxxxxx Xxxxx, jointly and severally
(collectively referred to as the "Borrowers"), hereby unconditionally promise to
pay to the order of CHINA DIRECT INVESTMENTS, INC. (the "Lender") at the
location designated by Xxxxxx, in lawful money of the United States of America
the principal sum of $100,000.00, together with interest on the unpaid principal
amount outstanding at a rate of 6% per annum. All outstanding principal and
interest accrued and unpaid on this Secured Promissory Note shall be payable in
full on July 1, 2009, the maturity date.
SECTION 1: INTEREST
Interest payments of $6,000.00 are due and payable on July 1, 2009.
SECTION 2: PRINCIPAL
The $100,000.00 principal amount of this Secured Promissory Note is due
on July 1, 2009.
SECTION 3: MATURITY
Subject to the terms and conditions hereof, the principal amount of
this Secured Promissory Note plus the accrued interest shall be due and payable
as stipulated in Sections 1 and 2 of this Secured Promissory Note on July 1,
2009 (the "Maturity Date"), and shall be paid by the Borrowers in cash, check,
money order or by wire transfer.
SECTION 4: SECURITY
As collateral security for the payment of this Secured Promissory Note,
Xxxxxxx Xxxxx hereby collaterally assigns to Lender 400,000 shares of the
Company's common stock, par value $.001 per share (the "Collateral"). Xx. Xxxxx
shall deliver to Lender a stock certificate for the Collateral including a stock
power duly signed by Xx. Xxxxx, signature guaranteed and such other
documentation as may be reasonably requested by Xxxxxx in order to secure its
interest in the Collateral.
SECTION 5: DEFAULT
In the event Borrowers do not satisfy payment due as stipulated in
Sections 1 and 2 and fully, faithfully, and punctually perform all of their
obligations hereunder, Borrowers will be in default of this Secured Promissory
Note. In the event of default by the Borrowers, Lender may, at its option, (i)
declare the entire unpaid principal balance of this Secured Promissory Note
together with accrued and unpaid interest immediately due and payable; (ii) sell
the Collateral in a private or public sale without notice to Borrowers and apply
the proceeds of the sale of the Collateral towards repayment of the Borrowers'
obligations under this Secured Promissory Note; and (iii) pursue any other
remedy available to Lender at law or in equity. After maturity, by acceleration
or otherwise, this Note shall bear interest from the date
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of such maturity at the highest rate allowed by law. Payments, when received,
shall be applied first to interest and the remainder to the reduction of the
principal balance.
This Secured Promissory Note has not been registered under the
Securities Act of 1933. The Lender acknowledges that Lender is acquiring the
securities represented hereby for investment and not with a view to distribution
of the securities. The Lender acknowledges that a legend may be imposed on the
common stock of the Company as may be required by the Securities Act of 1933.
The Borrowers and all endorsers, sureties and guarantors now or
hereafter becoming parties hereto or obligated in any manner for the debt
represented hereby, jointly and severally waive demand, notice of non-payment
and protest and agree that if this Secured Promissory Note goes into default and
is placed in the hands of an attorney for collection or enforcement of the
undersigned's obligations hereunder, to pay attorney's fees and all other costs
and expenses incurred in making such collection, including but not limited to
attorney's fees and costs on appeal of any judgment or order.
This Secured Promissory Note shall be governed by and construed in
accordance with the laws of the State of Florida and shall be binding upon the
successors, assigns, heirs, administrators and executors of the Company and
inure to the benefit of the Lender, its successors, endorsees, assigns, heirs,
administrators and executors.
SUNWIN INTERNATIONAL NEUTRACEUTICALS, INC.
By: /s/ Xxxxxxx Xxxxx /s/ Xxxxxxx Xxxxx
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Sign name Xxxxxxx Xxxxx
By: Xxxxxxx Xxxxx
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Chairman & President
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