EXHIBIT 10.9
PROMISSORY NOTE
US $3,600,000.00
BUBIKON, SWITZERLAND
JUNE 9, 2008
FOR VALUED RECEIVED, the undersigned, a corporation duly organized
under the laws of Switzerland, with its principal place of business at
Rosengartenstr. 4, CH-8608 Bubikon, Switzerland, (the "Maker"), unconditionally
promises to pay to the order of Proteo, Inc., a Nevada corporation, (the
"Holder"), at its principal place of business at 2102 Business Center Drive,
Suite 130, Irvine, CA 92612 or at such other place as may be designated in
writing by the Holder, the principal sum of $3,600,000.00, with no interest.
Principal shall be payable in four installments as follows:
o First installment of $900,000 falling due upon execution;
o Second installment of $450,000 falling due on or before August
30, 2008;
o Third installment of $900,000 falling due on or before
November 30, 2008;
o Fourth and final installment of $1,350,000 falling due on or
before March 31, 2009
All payments under this Note shall be in lawful money of the United
States.
In no event shall the interest and other charges in the nature of
interest hereunder, if any, exceed the maximum amount of interest permitted by
law. Any amount collected in excess of the maximum legal rate shall be applied
to reduce the principal balance.
All payments under this Note shall be applied first to the late fees
and costs, if any, and second to interest then due, if any, and to balance the
principal.
The Maker agrees to pay to the holder all costs, expenses and
reasonable attorney's fees incurred in the collection of sums due hereunder,
whether through legal proceedings or otherwise, to the extent permitted by law.
This Note may be prepaid at any time, in whole or in part, without
penalty or premium.
If any installment hereunder is not paid within ten (10) days of the
date the same is due, the Maker shall pay to the holder a late charge equal to
three percent (3%) of the overdue payment as liquidated damages, and not as a
penalty.
After the maturity of this Note, or upon any default, this Note shall
bear interest at the rate of ten percent (10%) per annum, at the option of the
Holder.
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At the option of the Holder, this entire Note shall become immediately
due and payable, without demand and notice, upon the occurrence of any one of
the following events:
(a) failure of the Maker to pay any installment hereunder when
due, which shall continue for ten (10) days;
(b) any misrepresentation or omission of or on behalf of Maker
made to the holder in connection with this loan;
(c) insolvency or failure of the Maker or any guarantor to
generally pay its debts as they become due;
(d) assignment for the benefit of creditors of, or appointment of
a receiver or other officer for, all or any part of Maker's or
any guarantor's property;
(e) adjudication of bankruptcy, or filing of a petition under any
bankruptcy or debtor's relief law by or against Maker or any
guarantor;
(f) death of Maker or any guarantor;
(g) sale or transfer, whether voluntary or involuntary, of all or
any interest in the property which is security for this Note;
or
(h) default under any mortgage, trust deed, security agreement or
other instrument securing this note, if any.
The Maker expressly waives presentment, demand, notice,
protest, and all other demands and notices in connection with this
Note. No renewal or extension of this Note, or release of any
collateral or party liable hereunder, will release the liability of the
Maker.
Failure of the Holder to exercise any right or option shall
not constitute a waiver, nor shall it be a bar to the exercise of any
right or any option at nay future time.
If any provision of this Note shall be invalid or
unenforceable, the remaining provisions shall remain in full force and
effect.
This Note shall be governed by the laws of the state of
California.
IN WHITNESS WHEREOF, this Promissory Note is executed under
seal on the day and year first above written.
Executed: FIDEsprit AG:
/s/ Joerg Alte
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Joerg Alte
Managing Director
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GUARANTY
FOR VALUE RECEIVED, the undersigned Axel J. Kutscher, living at Oetwilerstr. 29,
CH-8634 Hombrechtikon, Switzerland, as primary obligor, hereby unconditionally
guarantees the prompt payment of principal and interest when due and all other
obligations contained in the Promissory Note as of June 9, 2008 given by
FIDESprit AG to Proteo, Inc. The undersigned accepts and agrees to be bound by
all terms, conditions and waivers contained in the Note. The undersigned waives
notice of acceptance of this guarantee and suretyship defenses of all kinds. The
Holder may extend the time of payment, release any collateral or party reliable
on the Note, or grant any indulgence to any party without releasing the
liability of the undersigned. The Holder need not proceed against Maker or any
other party or collateral prior to proceeding against the undersigned. The
undersigned agrees to pay all costs, expenses and attorney's fees incurred by
the Holder in enforcing the Note and this Guaranty.
Dated June 9, 2008.
Executed: Guarantor
/s/ Axel J. Kutscher
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Axel J. Kutscher
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