EXHIBIT
10.1
LOAN AGREEMENT AND PROMISSORY
NOTE
THIS LOAN
AGREEMENT AND PROMISSORY NOTE, dated as of January 31, 2009 (the
“ Note ”), between BLINK COUTURE, INC., a
Delaware Corporation (the " Maker "), having an address at
122 Ocean Park Blvd., Suite 307, Santa Monica, CA 90405 and
Fountainhead Capital Management Limited (the " Payee "),
having an address at Portman House, Hue Street, St. Helier, Jersey
JE4 5RP. Each of the Maker and the Payee are referred to
herein as a “ Party ”, and collectively as the
“ Parties .”
WHEREAS, On
April 30, 2008, a shareholder payable was exchanged for a
convertible promissory note with a principal balance of $8,014 due
and payable on April 30, 2009; on July 31, 2008, a shareholder
payable was exchanged for a convertible promissory note with a
principal balance of $14,357 due and payable on July 31, 2009 and
on October 31, 2008, a shareholder payable was exchanged for a
convertible promissory note with a principal balance of $14,742.94
due and payable on October 30, 2009 (the aforementioned notes are
hereinafter collectively referred to as the “ Prior
Loans ”)..
WHEREAS, during
the period beginning on November 1, 2008 and ending on January 31,
2009 Payee advanced additional funds to the Maker in the total
amount of $14,463.00 (the “ Additional Loan
”) for its corporate purposes, on the terms and conditions
set forth therein;
WEREAS, the
Payee may make additional advances to Maker from time to time in
the future (” Future Loans ”) and
WHEREAS, the
Parties desire to evidence the amount due on account of the Prior
Loans, the Additional Loan and any Future Loans by this Loan
Agreement and Promissory Note (“ Note ”) which
shall accrue interest at a rate of 6% per annum.
NOW THEREFORE, in consideration of the premises,
and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
1. The Maker, unconditionally promises to
pay to the order of the Payee, the principal sum of the Prior
Loans, the Additional Loans and any Future Loans together with
accrued interest thereon from the date of issuance hereof. The
Maker further agrees to pay all costs of collection, including
reasonable attorneys' fees, incurred by the Payee or by any other
holder of this Note in any action to collect this Note, whether or
not suit is brought.
3. Principal and accrued interest shall be
payable on January 30, 2010. Maker shall have the right at any time
to prepay, in whole or in part, the principal and accrued interest
without penalty upon fifteen (15) days prior written notice to the
Payee.
4. The amounts due hereunder are payable
without deduction or offset in lawful money of the United States of
America in immediately available funds to the Payee at its address
as set forth above, or at such other place as the holder of this
Note shall from time to time designate.
5. It shall be an event of default (“
Event of Default ”), and the then unpaid portion of
this Note shall become immediately due and payable, at the election
of Payee, upon the occurrence of any of the following
events:
(a) any failure on the part of Maker to
make any payment hereunder when due, whether by acceleration or
otherwise;
(b) Maker shall commence (or take any
action for the purpose of commencing) any proceeding under any
bankruptcy, reorganization, arrangement, readjustment of debt,
moratorium or similar law or
