Exhibit 10.4
CONVERTIBLE DEBENTURE AGREEMENT
This Convertible Debenture Agreement is dated the 12h day of August, 2004
between Xxxxxx Herbs, Inc. (the "Company") Xxxxx X. Xxxxxxxx(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$5,000 ("Principal"). All amounts advanced by the
Lender to the Company prior to this Convertible Debenture Agreement will
be considered part of the Principal amount and fall within the terms
hereof.
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$0.01 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 X. Xxxxxxxx
Authorized Signatory
Xxxxx X. Xxxxxxxx
Per:/s/ Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxxxx
