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Exhibit 10.4
PROMISSORY NOTE
Borrower: Amexdrug Corporation; Dermegen, Inc.; Biorx
Pharmaceuticals. Inc.; Royal Health Care, Inc.; and Allied Mod
Inc.
8909
West Olympic Boulevard. Suite 208
Beverly Hilts. CA 90211
Principal Amount:
$150,000.00
Lender, National Bank of California
Corporate Banking Department
145 South Fairfax Avenue
Los Angeles, CA 90036
Date of Note: June 23, 2008
PROMISE TO PAY. Amaxdrug Corporation; Dermagen,
Inc.; Biorx Pharmaceuticals,
Inc.; Royal Health Care, Inc.; and Allied Med Inc.
("Borrower,.) jointly and severally
promise to pay to National Bank
of
California ("Lender"), or order, in
lawful money of the United States of
America, the principal amount of One Hundred
Fifty Thousand & 00/100 Dollars
($I50.000.00) or so much as may be outstanding,
together with interest on the
unpaid outstanding principal balance
of each advance. Interest shall
be
calculated from the data of each advance until repayment of each
advance.
PAYMENT. Borrower will pay this loan in full
immediately upon Lender's demand.
If no demand is made, Borrower
will pay this loan in one payment of
all
outstanding principal plus all accrued
unpaid interest on June 9, 2009. In
addition, Borrower will pay regular monthly
payments of all accrued unpaid
interest due as of each payment date,
beginning August 1, 2008, with all
subsequent interest payments to be due on the same day of each
month after that,
Unless otherwise agreed or required by applicable law,
payments will be applied
first to any accrued unpaid interest; then to any
late charges; then to any
unpaid collection costs; and then to
principal, Borrower will pay Lender at
Lender's address shown above or at such other place as
Lender may designate in
writing.
VARIABLE INTEREST RATE. The interest rate on this Note is subject
to change from
time to time based on changes in an independent index which is the
Prime Rate as
published from time to time in the Money Rates table of the
West Coast Edition
of The Wall Street Journal (the "Index").
The Index is not necessarily the
lowest 'rate charged by Lender on its loans. If the
index becomes unavailable
during the term of this loan, Lender may
designate a substitute index after
notifying Borrower. Lender will tell
Borrower the current Index rate upon
Borrower's request. The interest rate change will not occur more
often than each
DAY. Borrower understands that Lender may
make loans based on other rates as
well. The Index currently is 5.000% per annum. The
interest rate to be applied
to the unpaid principal balance of this Note will be
calculated as described in
the "INTEREST CALCULATION METHOD" paragraph using
a rate of 2.500 percentage
points over the Index, adjusted if necessary for
any minimum and maximum rata
limitations described below, resulting in an
initial rate of 7.500%. NOTICE:
Under no circumstances will the interest rate on this
Note be less than 7.500%
per annum or more than the maximum rate allowed by applicable
law.
INTEREST CALCULATION METHOD. Interest on
this Note is computed on a 365/360
basis; that is, by applying the ratio of the
interest rate over a year of 360
days, multiplied by the outstanding principal balance,
multiplied by the actual
number of days the principal balance is outstanding. All
interest payable under
this Note is computed using this method.
PREPAYMENT; MINIMUM INTEREST CHARGE.
Borrower agrees that all loan fees and
other prepaid finance charges are earned fully as
of the date of the loan and
will not be subject to refund upon early payment
(whether voluntary or as a
result of default), except as otherwise required by law. In any
event, even upon
full prepayment of this Note, Borrower understands that
Lender is entitled to a
minimum interest charge of $100.00. Other than Borrower's
obligation to pay any
minimum interest charge, Borrower may pay without
penalty all or a portion of
the amount owed earlier than it is due. Early payments will
not, unless agreed
to by Lender in writing, relieve Borrower of Borrower's
obligation to continue
to make payments of accrued unpaid interest. Rather, early
payments will reduce
the principal balance due. Borrower agrees not to
send Lender payments marked
"paid in full", "without recourse", or similar language. If
Borrower sends such
a payment, Lender may accept it without losing any of Lender's
rights under this
Note, and Borrower will remain
obligated to pay any further amount owed to
Lender. All written communications concerning disputed
amounts, including any
check or other payment instrument that indicates that
the payment constitutes
"payment in full" of the amount owed or that is tendered with
other conditions
or limitations or as full satisfaction of a
disputed amount must be mailed or
delivered to: National Bank of California. Attn:
Note Department, 14S South
Fairfax Avenue Los Angeles, CA 90036.
LATE CHARGE. If a payment is 10 days or more
late, Borrower will be charged
6.000% of the unpaid portion of the
regularly scheduled payment or $25.00,
whichever is greater.
INTEREST AFTER DEFAULT, Upon default, the interest rate
on this Note shall, if
permitted under applicable law,
immediately increase by adding a
5.000
percentage point margin ("Default Rate Margin"). The
Default Rate Margin shall
also apply to each succeeding interest rate change that
would have applied had
there been no default.
DEFAULT. Each of the following shall constitute an
event of default (-Event of
Default") under this Note:
Payment Default. Borrower fails to make any payment when due under
this Note.
Other Defaults. Borrower fails to comply
with or to perform any other term,
obligation, covenant or condition
contained in this Note or in any of the
related documents or to comply with or to perform any term,
obligation, covenant
or condition contained in any other agreement between lender end
Borrower,
Default in Favor of Third Parties. Borrower or any
Grantor defaults under any
loan, extension of credit, security agreement, purchase
or sales agreement, or
any other agreement, in favor of
any other creditor or person that
may
materially affect any of Borrower's property or Borrower's ability
to repay this
Note or perform Borrower's obligations under this
Note or any of the related
documents.
<PAGE>
Loan No:
930610000
Page 2
PROMISSORY NOTE
(Continued)
False Statements. Any warranty, representation or statement made or
furnished to
Lander by Borrower or on Borrower's behalf, or made by
Guarantor, or any other
guarantor, endorser, surety, or
accommodation party, under this Note or the
related documents in connection with the obtaining of the loan
evidenced by this
Note or any security document directly or indirectly securing
repayment of this
Note is false or misleading in any material respect,
either now or at the time
made or furnished or becomes false or misleading at any time
thereafter.
Insolvency. The dissolution or termination of
Borrower's existence as a going
business, the insolvency of Borrower, the appointment of a receiver
for any part
of Borrower's property, any assignment for the benefit of
creditors, any type of
creditor workout, or the commencement of any proceeding under
any bankruptcy or
insolvency laws by or against Borrower.
Creditor or Forfeiture Proceedings. Commencement
of foreclosure or forfeiture
proceedings, whether by judicial proceeding,
self-help, repossession or any
other method, by any creditor of Borrower or by any
governmental agency against
any collateral securing the loan.
This includes a garnishment of any of
Borrower's accounts, including deposit accounts,
with Lender. However, this
Event of Default shall not apply if there is a good faith dispute
by Borrower as
to the validity or reasonableness of
the claim which is the basis of the
creditor or forfeiture proceeding and if Borrower gives Lender
written notice of
the creditor or forfeiture proceeding and
deposits with Lender monies or a
surety bond for the creditor or forfeiture proceeding,
in an amount determined
by Lender, in its sole discretion, as being en adequate
reserve or bond for the
dispute.
Execution; Attachment. Any execution
or attachment i$ levied against the
Collateral, and such execution or attachment is
not set aside, discharged or
stayed within thirty (30) days after the s
