Exhibit 10.1
Note agreement between the registrant and Xxxxx Xxxxx, dated January 31, 2003.
THIS NOTE AND THE SECURITIES REPRESENTED HEREBY, IF ANY, HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF
COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
Promissory Note
$51,298.00 January 31, 2003
Monkton, MD
FOR VALUE RECEIVED, Wine Purveyors International, Inc. a Nevada Corporation (the
"Borrower") having its principal offices in Monkton, MD, in favor of promises to
pay to Xxxxx Xxxxx, an individual (the "Holder") or his registered assigns, the
principal sum of $51,298.00 or such lesser amount as shall then equal the
outstanding principal amount hereof, together with interest from the date of
this Note on the unpaid principal balance at a rate per annum equal to five
percent (5.0%) computed on the basis of the actual number of days elapsed and a
year of 365 days or 366 days, as the case may be.
The following is a statement of the rights of Holder and the conditions to which
this Note is subject, and to which the Holder hereof, by the acceptance of this
Note, agrees:
1. Definitions. As used in this Note, the following capitalized terms have
the following meanings:
(a) "Holder" shall mean the person specified in the introductory paragraph
together with its permitted successors and assignees.
(b) "Note" shall mean this Promissory Note.
2. Status of Obligations; Payment Schedule
(a) Prepayment. This Note may be prepaid, in whole or in part from time to time.
Prepayments in part shall be applied first to outstanding interest and second to
principal.
(b) Status of Obligations. The obligations of Borrower under this Note are
unsecured.
(c) Payment Schedule. The principal and interest due hereunder shall be paid in
full by the Borrower no later than January 31, 2005. Such amounts shall be due,
owing and payable at that time without the need for demand or presentment by the
Holder.
3. Representations and Warranties and Covenants of Borrower.
Borrower hereby represents and warrants to Holder that:
(a) Due Incorporation, Qualification, etc. The Borrower
(i) is a corporation duly organized, validly existing and in good
standing under the laws of Nevada,
(ii) has the power and authority to own, lease, and operate its
properties and carry on its business as now conducted, and
