LOAN AGREEMENT
THIS
AGREEMENT
dated
for reference this 18th
day of
October, 2006, between VCF CAPITAL CORP., a company incorporated under the
laws
of the Province of British Columbia, having an office at Suite 3000, 000 Xxxx
Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx, X0X 0X0 (hereinafter
referred to as the “Lender”), of the first part, and AMERICAN XXXXX-XXXXXX,
INC., a company incorporated under the laws of the State of Nevada, having
an
office care of Suite 3000, 000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx,
Xxxxxx, X0X 0X0 (hereinafter referred to as the “Borrower”), of the second
part.
WHEREAS
| A. |
The
Borrower wishes to borrow and the Lender wishes to lend the Borrower
the
sum of Twenty-Five Thousand Dollars ($25,000.00) in U.S. funds (the
“Loan”).
|
| B. |
In
consideration of the Loan, the Borrower has agreed to repay to the
Lender
the Loan subject to the terms and conditions herein contained.
|
NOW
THEREFORE THIS AGREEMENT WITNESSED
that in
consideration of the mutual covenants and premises contained herein, the parties
hereto agree as follows:
1. The
Lender will lend to the Borrower the Loan and the Borrower has agreed to repay
the Loan to the Lender.
2. Forthwith
upon the execution of this Agreement, the Lender will advance to the Borrower
the Loan, which sum will accrue interest at a rate of Twelve Percent (12%)
per
annum, calculated monthly.
3. The
term
of this Loan shall be sixty (60) days.
4. The
Loan
will be evidenced by a promissory note duly executed by the Borrower for the
Loan.
5. The
Borrower hereby represents that and warrants to the Lender that:
(a) it
has
full power, authority and legal right to incur the indebtedness provided for
in
this Agreement, to execute and to deliver this Agreement and a promissory note
with respect thereto and,
(b) it
is not
in breach or in default of any other agreement to which it is a party or which
is binding upon Borrower, which has a material adverse affect on the ability
of
the Borrower to fulfill and perform Borrower’s obligations hereunder or under
the promissory note.
1
6. The
parties hereto shall deliver to each other such further documentation and shall
perform such further acts as and when the same may be required to carry out
and
give effect to the terms and intent of this Agreement.
7. All
notices given in connection with this Agreement shall be in writing and shall
be
personally delivered to the parties at the addresses as set out above. Any
such
notices personally delivered shall be deemed delivered on the day of delivery.
Any party hereto may, from time to time, change its address for service by
notice in writing to the other party hereto.
This
Agreement may only be amended by further written agreement executed and
delivered by all of the parties hereto. No waiver or consent by a party of
or to
any breach or default by any other party shall be effective unless evidenced
in
writing, executed, and delivered by the party so waiving or consenting and
no
waiver or consent effectively given as aforesaid shall operate as a waiver
of or
consent to any further or other breach or default in relation to the same or
any
other provision of this Agreement.
9. This
Agreement may not be assigned by the Borrower in whole or in part without the
prior written consent of the Lender.
10. This
Agreement contains the entire agreement of the parties hereto pertaining to
the
subject matter hereof and supersedes any and all previous written and oral
agreements among the parties with respect to the subject matter
hereto.
11. This
Agreement shall ensure to the benefit of and be binding upon the parties hereto
and their respective successors, personal representatives, executors and
permitted assigns.
12. This
Agreement shall be governed by and interpreted in accordance with the laws
of
the Province of British Columbia and the parties irrevocably attorn to the
jurisdiction of the courts of such Province.
13. This
Agreement may be executed in counterpart, each of which such counterpart,
whether in original or facsimile form, notwithstanding the date or dates upon
which this Agreement is executed and delivered by any of the parties, shall
be
deemed to be an original and all of which shall constitute one and the same
agreement, effective as of the reference date given above.
| VCF CAPITAL CORP. | AMERICAN XXXXX-XXXXXX, INC. | |||
| By: | By: | |||
|
Name:
Xxxxxxx Xxxxxxx, President
|
Name:
Xxxxxxx Xxxxxxx, President
|
|||
2
PROMISSORY
NOTE
1. The
undersigned hereby promises to pay to VCF Capital Corp., on or before December
18, 2006, the sum of Twenty-Five Thousand Dollars ($25,000.00) in U.S. funds
(the “Principal Sum”), together with interest on such sum at a rate of twelve
percent (12%), per annum, which interest shall be calculated monthly, both
before and after maturity or default, and shall be payable on
maturity.
2. The
undersigned may prepay all or any part of the Principal Sum at any time without
notice, bonus or penalty, upon payment of all interest accrued thereon but
unpaid on the date of the prepayment.
3. The
undersigned agrees to pay the Principal Sum, together with interest as herein
provided, regardless of any set-off claim, which may be asserted by or on behalf
of the undersigned.
4. This
Promissory Note shall be governed and construed in accordance with the laws
of
the Province of British Columbia and the laws of Canada in force in such
province from time to time and shall not be negotiable.
5. The
Promissory Note is issued in connection with the Loan Agreement between VCF
Capital Corp. and American Xxxxx-Xxxxxx, Inc., dated October 18,
2006.
Dated
this 18th
day of
October, 2006.
| AMERICAN XXXXX-XXXXXX, INC. | ||||
|
By:
|
||||
|
Name: Xxx
XxXxxxx, President
|
||||
|
By:
|
||||
|
Name: Xxxx
Xxxxxxxx
|
1
of
1
