Exhibit 10.1
CONVERTIBLE PROMISSORY NOTE
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$700,000
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December 26, 2007 |
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6.0% Interest
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Santa Monica, CA |
FOR VALUE RECEIVED, the undersigned,
National Quality Care, Inc. a Delaware corporation
(“Borrower”), hereby promises to pay to the order of
Robert Snukal (“Lender”), at 9454 Wilshire Boulevard,
Penthouse 6, Beverly Hills, California 90212, or such other place
as may be designated in writing by Lender, the outstanding
principal sum of $700,000 (the “Principal Sum”), plus
interest on the unpaid balance thereof at the rate set forth
below.
1.
Interest Rate and Payments .
(a)
Interest Payments . Interest on the outstanding unpaid
Principal Sum and any other amounts due under this Note shall
accrue, from the dates such amounts were advanced or incurred, as
the case may be, at the rate of 6.0% per annum (the “Interest
Rate”). All accrued and unpaid interest owing on the
Principal Sum outstanding and other amounts due under this Note
from time to time (all such amounts, collectively, the
“Outstanding Balance”) shall be due and payable on the
Maturity Date (as defined herein).
(b)
Principal Payments; Maturity Date . The Outstanding Balance
shall be due and payable on December 31, 2008 (the
“Maturity Date”), unless this Note shall have been
prepaid or converted pursuant to Section 2 hereof.
(c)
Prepayment . This Note may be prepaid in whole or in part,
at any time after 10 days’ prior written notice to Lender,
without premium or penalty. Any such prepayments shall be applied
first to interest and then to principal.
(d)
Acceleration Upon Change of Control . The entire Outstanding
Balance of this Note shall be automatically accelerated and shall
be immediately due and payable in full upon the occurrence of any
of the following: (i) a reorganization, consolidation or
merger (or similar transaction or series of related transactions)
of Borrower with or into any other entity, or a sale or exchange of
outstanding shares in which the holders of Borrower’s
outstanding shares immediately before consummation of such
transaction or series of related transactions do not, immediately
after consummation of such transaction or series of related
transactions, retain shares representing 50% of the voting power of
the surviving entity of such transaction or series of related
transactions (or the parent of such surviving entit
