EXHIBIT 10.8
LOAN AGREEMENT
Between U.S.A. Sunrise Beverages, Inc., and Xxxx Xxxxxxxxxx as an individual.
U.S.A. Sunrise hereby agrees to accept from time to time monetary advances from
Xxxx Xxxxxxxxxx, which shall be considered bonafide loans and not investment in
company. It is understood that the loans will not constitute a dilution to the
basis of shares of the company.
U.S.A. Sunrise Beverages, Inc., may from time to time disburse repayments to
Xxxx Xxxxxxxxxx, any and all repayments shall be applied to principal arid
interest calculated to the dates of periodic repayments or end of period. If the
company is issuing payroll payments such shall not count as repayment of
advances.
The interest rate shall be simple interest at the rate of 7% A.P.R. computed at
360 days and calculated by the number of days between receipts of repayment and
last principal amount.
It is understood that the loans are unsecured, unless a provision in writing is
effected to any particular transaction. The balance of the loan agreement shall
be calculated in full at the end of each calendar year and a Note for such
balance (if any) shall be given from the company to Xxxx Xxxxxxxxxx with a due
date not to exceed one year.
It is understood that the loan balance amounts and interest rates, due dates,
etc. shall he disclosed on all financial statements of the company as an ongoing
liability, further it is understood that the company will disclose such
liability (if any) on all of its disclosures for the purpose of registrations
for any offerings and for the purpose of independent auditing by Certified
Public Accountants. For the purpose of any balances, the results of balance
figures resulting from such independent audits will prevail over any other
records maintained by the company or by Xxxx Xxxxxxxxxx.
It is understood that this agreement constitutes an arms length transaction
between the parties. The position of Xxxx Xxxxxxxxxx as president of the company
being incidental and not permanent as the company is pursuing to become a public
entity and Xxxx Xxxxxxxxxx personally is not a majority shareholder and may be
replaced as president upon vote.
Time is of the essence of this agreement.
This agreement does not constitute a line of credit and the company shall keep
Xxxx Xxxxxxxxxx harmless and free of any consequential liabilities or damages of
any kind arising in the event of Xxxx Xxxxxxxxxx being unable to make any
advances upon request or Xxxx Xxxxxxxxxx requesting repayments from time to
time.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals.
U.S.A. Sunrise Beverages, Inc. Xxxx Xxxxxxxxxx
By: /s/ Xxxx Xxxxxxxxxx By: /s/ Xxxx Xxxxxxxxxx
as its president Xxxx Xxxxxxxxxx, as individual
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STATE OF SOUTH DAKOTA }
} SS
County of Xxxxxxxxxx }
On this the 1st day of January, 1994, before me, the undersigned officer,
personally appeared Xxxx Xxxxxxxxxx, known to me or satisfactorily proven to be
the person whose name is subscribed to the within instrument and acknowledged
that he executed the same for the purposes therein contained.
In witness whereof I hereunto set my hand and official seal.
/s/ Xxxxx X. Xxxxxxx
Notary Public
My commission expires 12/18/03
STATE OF SOUTH DAKOTA }
} SS
County of Xxxxxxxxxx }
On this the 1st day of January, 1994, before me, the undersigned officer,
personally appeared Xxxx Xxxxxxxxxx, who acknowledged himself to be the
president of U.S.A. Sunrise Beverages, Inc., a corporation, and that he
personally and as such president, being authorized to do, executed the foregoing
instrument for the purposes therein contained by signing the name of the
corporation as president .
In witness whereof I hereunto set my hand and official seal.
/s/ Xxxxx X. Xxxxxxx
Notary Public
My commission expires 12/18/03
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NOTE
$50,967.00 DUE DATE December 31,1995
For valuable monetary advances as loans, received from Xxxx Xxxxxxxxxx,
during 1994, U.S.A. Sunrise Beverages, Inc. promises to pay to Xxxx Xxxxxxxxxx,
the sum of $50,967.00, plus accrued simple interest at the rate of 7% per annum
from December 31, 1994. The Principal and Interest accrued shall be reduced by
any amounts received by Xxxx Xxxxxxxxxx from the company from the date herein,
except for payroll disbursements to Xxxx Xxxxxxxxxx.
Any other form of payment must be agreed upon in writing. No
collateral is hereby granted.
This Document may not be re-negotiated by the Maker, except to comply
with the terms above. The Maker hereof waive presentment for payment, protest,
notice of non-payment and notice of protest.
Executed in Rapid City, South Dakota, this 31st day of Dec. 1994.
Maker:
U.S.A. SUNRISE BEVERAGES, INC.
By: /s/ Xxxx Xxxxxxxxxx
President
Witnessed:
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Calendar Year 1995
NOTE 2
$47,914.40 Due On or Before: December 31, 1996
For valuable monetary advances as loans, received from Xxxx Xxxxxxxxxx, started
1994, and continuing through 1995, to date. U.S.A. Sunrise Beverages, Inc.
(Maker), promises to pay to Xxxx Xxxxxxxxxx, as individual, the sum of
$47,914.40, plus accrued simple interest at the rate of 7% per annum from
December 31, 1995. This amount being the outstanding balance as to date of a
certain Loan Agreement entered between the parties on January 1,1994, a copy of
which is incorporated by reference hereto. This Note is governed by the terms of
said agreement and its addendum's thereto. The Principal and Interest accrued
shall be reduced by any amounts received by Xxxx Xxxxxxxxxx from the company
from the date herein, except for payroll disbursements to Xxxx Xxxxxxxxxx.
At his option Xxxx Xxxxxxxxxx may accept partial or total payment in negotiated
stock.
This Document may be negotiated, altered or changed by the parties in writing
only. The Maker hereof waive presentment for payment, protest, notice of
nonpayment and notice of protest.
Executed in Rapid City. South Dakota, this 31st day of December, 1995.
Maker:
U.S.A. SUNRISE BEVERAGES, INC.
By: /s/ Xxxx Xxxxxxxxxx
President
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Calendar Year 1996
NOTE 3
$65,691 .24 Due on or Before: December 31, 1997
For valuable monetary advances as loans, received from Xxxx Xxxxxxxxxx, started
1994, and continuing through 1995, 1996, to date. U.S.A. Sunrise Beverages, Inc.
(Maker), promises to pay to Xxxx Xxxxxxxxxx, as individual, the sum of $
65,691.24, plus accrued simple interest at the rate of 7% per annum from
December 31, 1996. This amount being the outstanding balance as to date of a
certain Loan Agreement entered between the parties on January 1, 1994, a copy of
which is incorporated by reference hereto. This Note is governed by the terms of
said agreement and its addendum's thereto. The Principal and Interest accrued
shall be reduced by any amounts received by Xxxx Xxxxxxxxxx from the company
from the date herein, except for payroll disbursements to Xxxx Xxxxxxxxxx.
At his option Xxxx Xxxxxxxxxx may accept partial or total payment in negotiated
stock.
This Document may be negotiated, altered or changed by the parties in writing
only. The Maker hereof waive presentment for payment, protest, notice of
nonpayment and notice of protest.
Executed in Rapid City, South Dakota, this the 31st day of December 1996.
Maker:
U.S.A. SUNRISE BEVERAGES, INC.
By: /s/ Xxxx Xxxxxxxxxx
President
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Calendar Year 1997
NOTE 4
$108,480.72 Due on or Before December 31, 1998
For valuable monetary advances as loans, received from Xxxx Xxxxxxxxxx,
started 1994, and continuing through 1995, 1996, 1997, to date. U.S.A. Sunrise
Beverages, Inc. (Maker), promises to pay to Xxxx Xxxxxxxxxx, as individual, the
sum of $108,480.72, plus accrued simple interest at the rate of 7% per annum
from December 31, 1997. This amount being the outstanding balance as to date of
a certain Loan Agreement entered between the parties on January 1, 1994, a copy
of which is incorporated by reference hereto. This Note is governed by the terms
of said agreement and its addendum's thereto. The Principal and Interest accrued
shall be reduced by any amounts received by Xxxx Xxxxxxxxxx from the company
from the date herein, except for payroll disbursements to Xxxx Xxxxxxxxxx.
At his option Xxxx Xxxxxxxxxx may accept partial or total payment in
negotiated stock.
This Document may be negotiated, altered or changed by the parties in
writing only. The Maker hereof waive presentment for payment, protest, notice of
nonpayment and notice of protest.
Executed in Rapid City, South Dakota this 31st day of Dec. 1997.
Maker:
U.S.A. SUNRISE BEVERAGES, INC.
By: /s/ Xxxx Xxxxxxxxxx
President
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EXHIBIT 10.9
DATE 11-16-95 NOTE AMOUNT $50,000
AFTER DATE, for value received, U.S.A. Sunrise Beverages, Inc., (Maker) promises
to pay to the order of: XXXX XXXXX, (Payee) The amount of: fifty thousand
dollars ($50,000) with interest on unpaid balance at the rate of 10% ( ), per
annum, from Date and until principal and interest fully paid. The due date of
this Note is on or before the earliest date of February 1st, 1996, or on the
closing of the first $250,000 of the company's current Private Placement. In
addition U.S.A. Sunrise Beverages, Inc., will also pay the sum of 20,000 shares
of the company's common stock, which will have registration rights with any
Initial Public Offering of the company's common shares.
In case of default of any of the payments, when due, the whole of this Note,
both principal and interest, may, at the option of Payee, be declared due and
payable. The maker hereof waives presentment for payment, notice of non-payment,
protest and notice of protest.
Executed and agreed to, in Rapid City, South Dakota on this the 11th day of Nov,
1995.
U.S.A. Sunrise Beverages, Inc.
By:
/s/ Xxxx Xxxxxxxxxx
Xxxx Xxxxxxxxxx, President
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