EXHIBIT 10.1
LINE OF CREDIT AGREEMENT AND
FORM OF UNSECURED 10% CONVERTIBLE NOTE
The Line of Credit Agreement is made as of the date written below between
Orbis Development, Inc., whose address is X.X. Xxx 00000 Xxxxxx Xxxx, Xxxxxx
00000, registered to do business in the State of Nevada, as Maker, and The Xxx
Xxxxx Xxxxx Xxxxxx Foundation, whose address is 000 Xxx Xxxxx Xxxx Xxxx. Xxxxx
000, Xxxxxx, XX 00000, as Payee, or Holder. In consideration of the mutual
covenants herein, and other good and valuable consideration, the receipt and
sufficiency of which are acknowledged, the parties have reached agreement under
which Holder will lend to Maker from time to time prior to July 15, 2002 the sum
of $125,000, with amounts borrowed evidenced by a separate 10% Convertible Note
in a form identical to Exhibit A of this Agreement. Each such Note will be
designated as Series A Notes, and will be due and payable by Maker twenty-four
months after the date of funding. At the exclusive option of the Holder, the
principal amount of each of the Notes issued hereunder, plus accrued interest
during the period outstanding, may be converted at any time prior to maturity
using a $1.50 per share conversion rate of Orbis Development, Inc. Common Stock,
$.001 par value. If not converted into Common Stock, then the face amount of the
note, plus accrued interest is to be paid in lawful United States currency as of
the due date of each note, which shall be twenty-four months after funding.
In consideration of this commitment to lend a minimum of $125,000, Maker has
extended the right to Holder to fund up to $250,000 from time to time prior to
July 15, 2002. The additional funding shall bear the same terms as those for the
initial commitment to lend. Specifically, each funding will be evidenced by a
separate convertible promissory note in a form identical to Exhibit A of this
Agreement. Each such Note will be designated as Series B Notes, and will be due
and payable by Maker twenty-four months after the date of funding. At the
exclusive option of the Holder, the principal amount of each of the Notes issued
hereunder, plus accrued interest during the period outstanding, may be converted
at any time prior to maturity using a $1.50 per share conversion rate of Orbis
Development, Inc. Common Stock, $.001 par value. If not converted into Common
Stock, then the face amount of the note, plus accrued interest is to be paid in
lawful United States currency as of the due date of each note, which shall be
twenty-four months after funding.
This Agreement shall be construed and enforced according to the laws of the
State of Nevada.
Executed effective as of the 19th day of March 2002.
ORBIS DEVELOPMENT, INC. XXX XXXXX XXXXX XXXXXX
FOUNDATION
BY: S/XXXXX X. XXXXXX BY: S/XXXXXXX X. ISETTA
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Xxxxx X. Xxxxxx, Xxxxxxx X. Isetta,
Chief Financial Officer President
Exhibit A
FORM OF 10% UNSECURED CONVERTIBLE NOTE
U.S. $[amount of loan] Zephyr Cove, Nevada
[Date of funding]
FOR VALUE RECEIVED, the undersigned, Orbis Development, Inc., whose address
is X.X. Xxx 00000 Xxxxxx Xxxx, Xxxxxx 00000, registered to do business in the
State of Nevada, as Maker, promises to pay, without set off, deduction or
counterclaim of any kind or nature to The Xxx Xxxxx Xxxxx Xxxxxx Foundation,
whose address is 000 Xxx Xxxxx Xxxx Xxxx. Xxxxx 000, Xxxxxx, XX 00000, as Payee,
or Holder, at the address of Payee or Holder listed in this Note, the sum of
[$], plus accrued interest at maturity at a rate of 10% per annum. At the
exclusive option of the Holder, this the principal amount of this Note, plus
interest accrued during the term outstanding, may be converted prior to maturity
using a $1.50 per share conversion rate of Orbis Development, Inc. Common Stock,
$.001 par value. If not converted into Common Stock, then the principal sum and
accrued interest is to be paid in lawful United States currency on [24 months
after date of funding].
Maker waives presentment and demand for payment, notice of dishonor,
protest and notice of protest of this Note. Maker agrees to pay all costs and
expenses of collection incurred by Payee or Holder of this Note, in or out of
Court, including without limitation, Court related costs and expenses and
reasonable attorneys' fees and disbursements (including such costs, fees and
disbursements incurred on appeal of any litigation). No extension of time for
payment of this Note and no alteration, amendment or waiver of any provision of
this Note shall release, discharge, modify, change or effect the liability of
Maker under this Note.
No delay by Payee or Holder in enforcing any covenant or right under this
Note shall be deemed a waiver of any covenant or right and no waiver by Payee or
Holder of any particular provision of this Note shall be deemed a waiver of any
other provision or a continuing waiver of any particular provision, and except
as so expressly waived in writing, all provisions shall continue in full force
and effect.
Maker agrees and acknowledges that Xxxxx X. Xxxxxx has full power and
authority to bind the corporations to the terms of the Promissory Note.
Furthermore, Maker acknowledges that the execution of the Promissory Note is
pursuant to the legitimate business purposes of the corporations.
This Note shall be construed and enforced according to the laws of the
State of Nevada.
ORBIS DEVELOPMENT, INC.
BY: DATED: [Date of funding]
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Xxxxx X. Xxxxxx
Chief Financial Officer
