CONVERTIBLE DEBENTURE AGREEMENT
This Convertible Debenture Agreement is dated the 29th day of September, 2003
between Xxxxxx Herbs, Inc. (the "Company") and Rockridge Capital Corp.
(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"). 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$0.50 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: /signed/ [SIGNATURE]
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President
Rockridge Capital Corp.
Per:/signed/ [SIGNATURE]
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Managing Director
