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EXHIBIT 10.11
BLUESTAR HEALTH, INC.
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CONVERTIBLE PROMISSORY NOTE
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$238,432.00 March 1, 2007
FOR VALUE RECEIVED, Bluestar Health, Inc., a Colorado
corporation, its assigns
and successors (the "Company"), hereby promises to pay to the
order of Alfred
Oglesby, an individual, or his assigns (the "Holder"), in
immediately available
funds, the total principal sum of Two Hundred Thirty Eight
Thousand Four Hundred
Thirty Two Dollars ($238.432.00). The principal hereof plus the
accrued interest
thereon ("Initial Interest Period") shall be due and payable in
20 equal
quarterly installments (collectively the "Repayment Period") of
$16,441.83
commencing December 1, 2007 (the "Initial Payment Date") (unless
such payment
date is accelerated as provided in Section 7 hereof). Payment of
all amounts due
hereunder shall be made at the address of the Holder provided
for in Section 8
hereof. Interest shall accrue during the Initial Interest Period
and during the
Repayment Period at the rate of ten percent (10%) per annum on
this Note from
the date hereof and shall continue to accrue until all unpaid
principal and
interest is paid in full.
1. HISTORY OF THE LOAN. This Note is being delivered to Holder
as
consideration for amounts owed by the Company to the Holder for
advances
previously made to the Company by the Holder. The Note replaces
all other Notes
issued to the Holder previously issued to the Holder for
advances made to the
Company except for the Note of even date representing previously
earned but
unpaid compensation for services to the company (the
"Compensation Note").
2. PREPAYMENT. The Company may, at its option, at any time and
from time to
time, prepay all or any part of the principal balance of this
Note, without
penalty or premium, provided that concurrently with each such
prepayment the
Company shall pay accrued interest on the principal, if any, so
prepaid to the
date of such prepayment.
3. SECURITY INTEREST. Holder will have a general security
interest in all
company assets and contracts now and in the future until all
principle and
interest under this Note are paid in full. The amount of
security interest shall
be limited to the amount of principle and interest outstanding
at the time such
time a Default exists as defined in Section 8 hereof. The Holder
may call on his
right to the collateral provided by the Security Interest should
the Default
remain past the time set aside to correct the Default in Section
8 hereof.
Principle and interest converted to shares of the Company's
common stock as
provided in Section 4 hereof prior to such an event of Default
will be excluded
from the calculation of amounts due at the time declares his
rights to the
collateral on which the Holder has a Security Interest.
4. CONVERSION. The Holder is entitled, at his option, at any
time beginning
on the date hereof, and in whole or in part, to convert the
outstanding
principal amount of this Note, or any portion of the principal
amount hereof,
and any accrued interest, into shares of the common stock of the
Company. Any
amounts Holder elects to convert will be converted into common
stock at a
conversion price per share equal to Eighty percent (80%) of the
average closing
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price of the Company's common stock over the most recent five
(5) trading days
as quoted on a USA public exchange (the "Conversion Price"). Any
conversion
shall be effectuated by giving a written notice ("Notice of
Conversion") to the
Company on the date of conversion, stating therein the amount of
principal and
accrued interest due to Holder under this Note being converted.
If the Company
fails to deliver the shares of common stock due to Holder within
seven (7) days
of receipt of a Notice of Conversion, Holder shall be entitled
to receive a cash
payment equal to the difference between the fair market value of
the shares of
common stock due to Holder on the date of delivery of the Notice
of Conversion
and the total conversion price required to convert the shares of
common stock
due to Holder (which amount shall be paid as liquidated damages
and not as a
penalty).
5. TRANSFERABILITY. This Note shall not be transferred,
pledged,
hypothecated, or assigned by the Company without the express
written consent of
the Holder. In the event any third party acquires a controlling
interest in the
Company or acquires substantially all of the assets of the
Company (a
"Reorganization Event"), this Note will survive and become an
obligation of the
party that acquires such controlling interest or assets. In the
event of a
Reorganization Event the Company agrees to make the party that
acquires such
controlling interest or assets, aware of the terms of this
Section and this
Note. This Note may be transferred, pledged, hypothecated, or
assigned by the
Holder in his sole discretion.
6. RESERVATION AND LISTING OF SECURITIES. The Company shall at
all times
reserve and keep available out of its authorized shares of
common stock, solely
for the purpose of issuance upon the conversion of this Note,
such number of
shares of common stock as would be necessary to convert the
entire amount due
and owing under the terms of this Note if Holder elected to
convert said amount
under Section 3 hereof.
7. DEFAULT
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