LOAN AGREEMENT AND PROMISSORY NOTE
EXHIBIT
10.4
LOAN AGREEMENT AND
PROMISSORY NOTE
THIS LOAN
AGREEMENT AND ROMISSORY NOTE, dated as of September 30, 2008 (the “Note”), is between ASIA
DOCUMENT TRANSITION, INC., a Nevada Corporation (the "Maker") and Xxxxxxx Xxxx, an
individual (the "Payee"). Each of
the Maker and the Payee are referred to herein as a “Party”, and collectively as
the “Parties.”
WHEREAS,
during the period beginning on April 26, 2006 and ending on September 30, 2008
Payee advanced funds to the Maker in the total amount of $90,451 (the “Loans”) for its corporate
purposes, on the terms and conditions set forth therein; and
WHEREAS,
the Parties desire to evidence the amount due thereunder by this Loan Agreement
and Promissory Note (“Note”) which shall be
non-interest bearing.
NOW
THEREFORE, in consideration of the premises, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
1. The
Maker, unconditionally promises to pay to the order of the Payee, the principal
sum of the Loans. Maker further agrees to pay all costs of
collection, including reasonable attorneys' fees, incurred by the Payee or by
any other holder of this Note in any action to collect this Note, whether or not
suit is brought.
3. Principal
shall be payable upon demand by the Maker by the provision of fifteen (15) days
prior written notice by the Payee to the Maker.
4. The
amounts due hereunder are payable without deduction or offset in lawful money of
the United States of America in immediately available funds to the Payee at its
address as set forth above, or at such other place as the holder of this Note
shall from time to time designate.
5. It
shall be an event of default (“Event of Default”), and the
then unpaid portion of this Note shall become immediately due and payable, at
the election of Payee, upon the occurrence of any of the following
events:
(a) any
failure on the part of Maker to make any payment hereunder when due, whether by
acceleration or otherwise;
(b) Maker
shall commence (or take any action for the purpose of commencing) any proceeding
under any bankruptcy, reorganization, arrangement, readjustment of debt,
moratorium or similar law or statute; or
(c) a
proceeding shall be commenced against Maker under any bankruptcy,
reorganization, arrangement, readjustment of debt, moratorium or similar law or
statute and relief is ordered against Maker, or the proceeding is controverted
but is not dismissed within sixty (60) days after the commencement
thereof.
6. No failure on the part of the
Payee or any other holder of this Note to exercise and no delay in exercising
any right, remedy or power hereunder or under any other document or agreement
executed in connection herewith shall operate as a waiver thereof, nor shall any
single or partial exercise by the Payee or any other holder of this Note of any
right, remedy or power hereunder preclude any other or future exercise of any
other right, remedy or power.
7. This
Note shall be binding upon the Maker and the Maker’s successors and
assigns.
8. This
Note shall be governed by and construed in accordance with the laws of Hong
Kong, Peoples Republic of China.
9. In
the event that any one or more of the provisions of this Note shall for any
reason be held to be invalid, illegal or unenforceable, in whole or in part, or
in any respect, or in the event that any one or more of the provisions of this
Note shall operate, or would prospectively operate, to invalidate this Note,
then, and in any such event, such provision or provisions only shall be deemed
null and void and of no force or effect and shall not affect any other provision
of this Note, and the remaining provisions of this Note shall remain operative
and in full force and effect, shall be valid, legal and enforceable, and shall
in no way be affected, prejudiced or disturbed thereby.
10. All
agreements between Maker and Payee are hereby expressly limited so that in no
event whatsoever, whether by reason of deferment in accordance with this Note or
under any agreement or by virtue of acceleration or maturity of the Note, or
otherwise, shall the amount paid or agreed to be paid to the Payee hereunder or
to compensate Payee for damages to be suffered by reason of a late payment
hereof, exceed the maximum permissible under applicable law. If enforcement of
any provision hereof at the time performance of such provision shall be due,
shall exceed the limit of validity prescribed by law, the relevant obligations
to be fulfilled shall be deemed reduced to the limit of such validity. This
provision shall never be superseded or waived and shall control every other
provision of all agreements among Maker and Payee.
11. Subject
to applicable federal and state securities laws, the Payee may assign this Note
without first obtaining the consent of the Maker.
12. Subject
to the applicable cure periods contained herein, time is of the essence of this
Note.
13. EXCEPT
AS OTHERWISE SPECIFICALLY PROVIDED HEREIN, THE MAKER, AND ALL OTHERS THAT MAY
BECOME LIABLE FOR ALL OR ANY PART OF THE OBLIGATIONS EVIDENCED BY THIS NOTE,
HEREBY WAIVES PRESENTMENT, DEMAND, NOTICE OF NONPAYMENT, PROTEST AND ALL OTHER
DEMANDS AND NOTICES IN CONNECTION WITH THE DELIVERY, ACCEPTANCE, PERFORMANCE OR
ENFORCEMENT OF THIS NOTE, AND DOES HEREBY CONSENT TO ANY NUMBER OF RENEWALS OR
EXTENSIONS OF THE TIME OF PAYMENT HEREOF AND AGREE THAT ANY SUCH RENEWALS OR
EXTENSIONS MAY BE MADE WITHOUT NOTICE TO ANY SUCH PERSONS AND WITHOUT AFFECTING
THEIR LIABILITY HEREIN AND DO FURTHER CONSENT TO THE RELEASE OF ANY PERSON
LIABLE WITH RESPECT TO FAILURE TO GIVE SUCH NOTICE, (ALL WITHOUT AFFECTING THE
LIABILITY OF THE OTHER PERSONS, FIRMS, OR CORPORATIONS LIABLE FOR THE PAYMENT OF
THIS NOTE).
IN
WITNESS WHEREOF, each of the undersigned has duly executed this Loan Agreement
and Convertible Promissory Note on the date first above written.
|
By:
|
/s/ Xxxxxxx
Xxxx
|
|
Xxxxxxx
Xxxx
|
|
|
President
|
|
