EXHIBIT 10.17
SECURED PROMISSORY NOTE
$100,000.00
New York, New York
July 1, 2008
FOR VALUE RECEIVED, Sunwin International Neutraceuticals, Inc., a
Nevada
corporation (the "Company") and Mr. Laiwang Zhang, jointly and
severally
(collectively referred to as the "Borrowers"), hereby
unconditionally promise to
pay to the order of CHINA DIRECT INVESTMENTS, INC. (the "Lender")
at the
location designated by Lender, in lawful money of the United States
of America
the principal sum of $100,000.00, together with interest on the
unpaid principal
amount outstanding at a rate of 6% per annum. All outstanding
principal and
interest accrued and unpaid on this Secured Promissory Note shall
be payable in
full on July 1, 2009, the maturity date.
SECTION 1: INTEREST
Interest payments of $6,000.00 are due and payable on July 1,
2009.
SECTION 2: PRINCIPAL
The $100,000.00 principal amount of this Secured Promissory Note is
due
on July 1, 2009.
SECTION 3: MATURITY
Subject to the terms and conditions hereof, the principal amount
of
this Secured Promissory Note plus the accrued interest shall be due
and payable
as stipulated in Sections 1 and 2 of this Secured Promissory Note
on July 1,
2009 (the "Maturity Date"), and shall be paid by the Borrowers in
cash, check,
money order or by wire transfer.
SECTION 4: SECURITY
As collateral security for the payment of this Secured Promissory
Note,
Laiwang Zhang hereby collaterally assigns to Lender 400,000 shares
of the
Company's common stock, par value $.001 per share (the
"Collateral"). Mr. Zhang
shall deliver to Lender a stock certificate for the Collateral
including a stock
power duly signed by Mr. Zhang, signature guaranteed and such
other
documentation as may be reasonably requested b
