EXHIBIT
10.1
LOAN AGREEMENT AND PROMISSORY
NOTE
THIS LOAN
AGREEMENT AND PROMISSORY NOTE, dated as of December 31, 2008 (the
“ Note ”), between YACHT FINDERS, INC., a Nevada
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
December 31, 2007, a shareholder payable was exchanged for a
convertible promissory note with a principal balance of $11,366 due
and payable on December 31, 2008; on March 31, 2008, an additional
shareholder payable was exchanged for a convertible promissory note
with a principal balance of $17,620 due and payable on March 31,
2009; on June 30, 2008, an additional shareholder payable was
exchanged for a convertible promissory note with a principal
balance of $11,669 due and payable on June 30, 2009 and on
September 30, 2008, an additional shareholder payable was exchanged
for a convertible promissory note with a principal balance of
$13,452 due and payable on September 30,
2009. (the aforementioned notes are hereinafter
collectively referred to as the “ Prior Loans
”)..
WHEREAS, during
the period beginning on October 1, 2008 and ending on December 31,
2008 Payee advanced additional funds to the Maker in the total
amount of $13,403 (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 December 30, 2009. 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 even
