Exhibit 10.3
CONVERTIBLE DEBENTURE AGREEMENT
This Convertible Debenture Agreement is made and effective the 29th day of
September, 2003 between Xxxxxx Herbs, Inc. (the "Company") and (the
"Lender").
Whereas the Company wishes to borrow money from the Lender upon the terms and
conditions set forth in this Agreement;
This Agreement Witnesses that in consideration of the premises and mutual
covenants contained in this Agreement and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties, intending to be legally bound hereby, agree as follows:
1. Principal Amount: The Lender agrees to advance to the Company the
principal sum of US$100,000 ("Principal").
2. Term: The term of the loan is two years following the date of issuance of
this Convertible Debenture Agreement set forth above.
3. Promise to Pay: For value received, the Company hereby promises to pay to
the Lender the Principal, and to pay interest thereon from the date of
issuance of this Convertible Debenture Agreement and advancement of all of
a portion of the Principal, at the rate of ten percent (10%) per annum
calculated and compounded annually, on or before the end of the term
hereof.
4. Early Payment: The Company may prepay the principal and interest accrued
to the date of payment, in whole or in part, without penalty.
5. Conversion Right: If all of any portion of the Principal and interest
remains unpaid at the end of the term, the Lender shall have the right to
convert the Principal and interest earned thereon to common stock in the
Company at a value of US$0.50 per share, by providing the Company with
written notice of conversion and an executed Subscription Agreement. Upon
receipt of notice and the Subscription Agreement, the Company shall
forthwith issue to the Lender sufficient common shares to pay the amount
that is subject to conversion.
6. Waiver of Notice: Notice of demand and presentment for payment are
hereby waived.
7. Counterparts: This Convertible Debenture Agreement may be executed in
counterparts and delivered by facsimile.
Executed at Las Vegas, Nevada.
Xxxxxx Herbs, Inc.
Per: /s/ Xxxx Xxxxxxxx
Authorized Signatory
Rockridge Capital Corp.
Per:/s/ Xxxx XxxXxxxxxx
Authorized Signatory
This is an Addendum to the Convertible Debenture Agreement (the "CDA") dated
the 29th day of September, 2003 between Xxxxxx Herbs, Inc. (the "Company") and
(the "Lender").
Whereas the Lender has demanded payment on $10,000 of demand loans made to the
Company prior to the CDA and the Company is unable to meet this demand.
The parties agree to amend the CDA as follows:
1. The Lender and Company hereby agree to convert $10,000 of the prior
existing debt to 10,000,000 common shares of the Company at the issue
price of $.001 per share (par value).
2. The Lender agrees to continue funding the Company under the terms of the
Convertible Debenture.
3. All other terms of the Convertible Debenture remain the same.
Executed at Las Vegas, Nevada.
Dated March 5, 2004.
Xxxxxx Herbs, Inc.
Per: /s/ Xxxx Xxxxxxxx
Authorized Signatory
Rockridge Capital Corp.
Per: /s/ Xxxxxx Xxxxxxxx
Authorized Signatory
This is an Addendum to Convertible Debenture Agreement (the "CDA") dated the
29th day of September, 2003 between Xxxxxx Herbs, Inc. (the "Company") and
(the "Lender").
Whereas the Company has requested that the Lender extend the term of the CDA
by an additional two (2) years.
The parties agree to amend the CDA as follows:
1. The Lender and Company hereby agree to extend the term of the Convertible
Debenture Agreement for an additional two (2) years ending on September
29, 2007.
2. The Company agrees to allow the Lender to subscribe for an additional
10,600,000 common shares in the Company at $0.001 per share in
consideration for this extension of time on the CDA.
3. All other terms and conditions of the CDA remain the same.
Executed at Las Vegas, Nevada.
Dated May 18, 2005.
Xxxxxx Herbs, Inc.
Per: /s/ Xxxx Xxxxxxxx
Authorized Signatory
Rockridge Capital Corp.
Per: /s/ Xxxxxx Xxxxxxxx
Authorized Signatory
