Exhibit 10.1
THE SECURITIES REPRESENTED BY THIS
CERTIFICATE ARE NOT REGISTERED UNDER THE
SECURITIES ACT OF 1933, AND HAVE BEEN
ACQUIRED FOR INVESTMENT AND NOT WITH A
VIEW TO, OR IN CONNECTION WITH, SALE OR
DISTRIBUTION THEREOF. NO SUCH SALE OR
DISTRIBUTION MAY BE EFFECTED WITHOUT AN
EFFECTIVE REGISTRATION STATEMENT RELATED
THERETO OR AN OPINION OF COUNSEL IN A FORM
SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED UNDER THE
SECURITIES ACT OF 1933.
CONVERTIBLE PROMISSORY NOTE
$250,000
December 20, 2005
New York, New York
For
value received, B&D Food Corp., a Delaware corporation
("Company"), promises to pay EGFE
("Holder"), the principal sum of Two Hundred
Fifty Thousand Dollars ($250,000). Interest
shall accrue from the date of this
Note on the unpaid principal amount at a
rate equal to eight percent (8%) per
annum, compounded annually. This Note is
subject to the following terms and
conditions.
1. Maturity. Unless converted as provided
in Section 2, this Note will
automatically mature and be due and payable
on December 20, 2007 (the "Maturity
Date"). Subject to Section 2 below,
interest shall accrue on this Note, but
shall not be due and payable until the
Maturity Date. Notwithstanding the
foregoing, the entire unpaid principal sum
of this Note, together with accrued
and unpaid interest thereon, shall become
immediately due and payable upon the
insolvency of the Company, the commission
of any act of bankruptcy by the
Company, the execution by the Company of a
general assignment for the benefit of
creditors, the filing by or against the
Company of a petition in bankruptcy or
any petition for relief under the federal
bankruptcy act or the continuation of
such petition without dismissal for a
period of ninety (90) days or more, or the
appointment of a receiver or trustee to
take possession of the property or
assets of the Company.
2. Conversion.
(a) Optional Conversion. At any time after
the six- (6) month anniversary of the
date hereof, the holder shall have the
right to convert the principal and
interest due on this Note into fully paid
and non-assessable shares of the
Company's common stock, par value $.001 per
share (the "Common Stock"). The
number of shares of Common Stock to be
issued upon such conversion shall be
equal to the quotient obtained by dividing
(i) the entire principal amount of
this Note plus (if applicable) accrued
interest by (ii) ninety percent (90%) of
the average closing price per share for the
Common Stock as recorded on the OTC
Bulletin Board for the ten trading days
prior to conversion.
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(b) Mechanics and Effect of Conversion. No
fractional shares of the Company's
Common Stock will be issued upon conversion
of this Note. In lieu of any
fractional share to which the Holder would
otherwise be entitled,
