Unassociated Document


     

    
      LOAN
AGREEMENT

      


      


      This Loan
Agreement (the “Agreement”) is entered into, between the EFT Biotech Holdings,
Inc. (“Lender”), located in City of Industry, CA, and Yeuh-Chi Liu, a vendor and
a member of the board of directors of Excalibur, (“Borrower”) located in City of
Industry, CA.

       

      AUTHORITY
AND LOAN

       

      
        
          	
                	
                  -

                	
                  Pursuant
      to the Board’s resolution, Lender has approved Borrower’s loan dated July
      25, 2008. By executing this Agreement the Borrower represents under
      penalty of perjury are true and accurate in all
  respects.

                


        

         

      

      
        
          	
                	
                  -

                	
                  Lender
      agrees to loan (the “Loan”), dated July 25, 2008, to Borrower, an interest
      free loan, in the amount of US One Million Five Hundred Sixty Seven
      Thousand Dollars (US$1,567,000), evidenced by a Promissory Note (the
      “Promissory Note”) attached hereto as
  Exhibit A.

                


        

         

      

      PURPOSE

       

      The
Borrower agrees to expend all funds disbursed pursuant to this Agreement for the
purposes of acquiring 3.97% of ownership in Excalibur Marine Company in Taiwan.
Any other use of funds disbursed hereunder shall require prior written approval
by Lender.

       

      LOAN
REPAYMENT

       

      All Loan
funds disbursed hereunder shall be repaid to Lender in accordance with the terms
of the Promissory Note.

       

      EFFECTIVE
DATE OF AGREEMENT

       

      
        
          	
                	
                  -

                	
                  This
      Agreement shall become effective on the date it is approved and executed
      by Lender at City of industry, California (the “Effective
      Date”).

                


        

         

      

      
        
          	
                	
                  -

                	
                  The
      Borrower agrees to complete performance of its obligations within the time
      periods required by Lender and any fully executed documents, if
      applicable.

                


        

         

      

      PREPAYMENT

       

      Borrower
shall have the right to prepay all or any part of the outstanding balance of
this Loan at any time without penalty. 

       

      PROMISSORY
NOTE

       

      In order
to evidence its debt to Lender hereunder, the Borrower agrees to,
contemporaneously with the execution of this Agreement, execute and deliver to
Lender the Promissory Note (attached as Exhibit A hereto).

       

      COLLATERAL

       

      The
Borrower agrees to transfer her 3.97% ownership interest, common stock, of
Excalibur Marine Company in Taiwan as collateral to secure the loan under this
Agreement.

       

      DEFAULT

       

      The
Borrower’s failure to comply with any of the terms of the Agreement shall
constitute a breach of this Agreement and an Event of Default. In the event of
any default, Lender may, in its discretion, declare this Agreement to have been
breached and be released from any further performance hereunder. Events of
default are detailed in the Promissory Note and are incorporated herein by
reference.

       

      
        	
                 
      

              	
                A.

              	
                In
      the event of any default or breach of this Agreement by the Borrower,
      Lender, without limiting any of its other legal rights or remedies, may
      accelerate the Loan and declare any remaining unpaid principal balance,
      immediately due and payable, as provided in the Promissory Note evidencing
      this Loan.

              


      

       

      
        
           

        

        
          1

          
            

          

        

        
           

        

      

       

      
      

      
        	
                 
      

              	
                B.

              	
                In
      the event of any default or breach of this Agreement by the Borrower,
      Lender shall have priority right above any secured or unsecured creditor
      to declare any remaining unpaid principal balance as provided in the
      Promissory Note evidencing this Loan.

              
	 	 	 


      

      
        	
                 
      

              	
                C.

              	
                The
      Lender, at its sole discretion, has absolute right to declare all or any
      portion of the principal under this Agreement to be immediately due in any
      time and payable. Then, the Lender shall have the right to foreclose the
      Borrower’s 3.97% ownership interest, common stock, of Excalibur Marine
      Company in lieu of any remaining unpaid principal balance due as provided
      in the Promissory Note evidencing this Loan. In all cases, as long as the
      Borrower surrenders her 3.97% common stock interest of Excalibur Marine
      Company to the Lender, the Lender hereby agrees not to pursue any legal
      right against the Borrower for any deficiencies arose from the
      acceleration of the loan.

              
	 	 	 


      

       

      GENERAL
TERMS

       

      
        	
                 
      

              	
                A.

              	
                Indemnification
      by Borrower

              


      

      
        	
                 
      

              	
                The
      Borrower agrees to indemnify, defend, and save harmless Lender and its
      officers, agents, and employees from any and all claims, losses, or costs
      (including reasonable attorney fees) arising out of, resulting from, or in
      any way connected with the Loan or this Agreement, or the financing or the
      operation of the business financed with the Loan.

              
	 	 


      

      
        	
                 
      

              	
                B.

              	
                Independent
      Capacity

              


      

      The
Borrower, and the agents and employees of Borrower, in the performance of this
Agreement, shall and do act in an independent capacity, and they acknowledge and
agree that they are not officers or employees or agents of the Lender and
accordingly they are not authorized to act, and may not act, in such
capacity.

       

      
        	
                 
      

              	
                D.

              	
                Assignment

              


      

      
        	
                 
      

              	
                Without
      the written consent of Lender, neither this Agreement nor the Borrower’s
      3.97% common stock interest of Excalibur Marine Company is assignable or
      transferable by Borrower either in whole or in part. Lender may assign its
      rights under this Agreement for security purposes, and in such event the
      assignee of this Agreement shall be entitled to enforce the
      provisions hereof and shall be a third party beneficiary of this
      Agreement.

              
	 	 


      

      
        	
                 
      

              	
                E.

              	
                Amendment

              


      

      
        	
                 
      

              	
                No
      amendment or variation of the terms of this Agreement shall be valid
      unless made in writing and signed by the parties hereto, and no oral
      understanding or agreement not incorporated herein shall be binding on any
      of the parties hereto.

              
	 	 


      

      
        	
                 
      

              	
                G.

              	
                Severability

              


      

      
        	
                 
      

              	
                In
      the event that any provision of this Agreement is unenforceable or held to
      be unenforceable, then the parties agree that all other provisions of this
      Agreement continue to have force and effect and shall not be affected
      thereby.

              
	 	 


      

      
        	
                 
      

              	
                H.

              	
                Governing
      Law and Venue

              


      

      
        	
                 
      

              	
                This
      Agreement is governed by and shall be interpreted in accordance with the
      laws of the State of California. Venue shall be in Los Angeles County. In
      any contest arising under the Loan Documents, Lender and the Borrower
      agree to waive a trial by jury.

              


      

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

      
      

      
        	
                 
      

              	
                I.

              	
                Borrower
      Authorization

              


      

      
        	
                 
      

              	
                The
      Borrower certifies that it has full power and authority to enter into this
      Agreement and this Agreement has been duly authorized, executed and
      delivered by the Borrower. The Borrower acknowledges that the resolution
      of its governing body or other official
      action authorizing it to
      enter into this Agreement also authorizes such further acts as are
      necessary, including execution of the Promissory Note as well as Security
      Agreement, if any, to implement and further the intent of this
      Agreement.

              


      

       

      NOTICE

       

      Any
notice required to be given to Lender hereunder shall be sent to 929 Radecki
Ct., City of Industry, California 91748, attention Sharon Tang, CFO, or at such
other address as Lender may designate in writing to the Borrower. Any notice
required to be given to the Borrower hereunder shall be sent to the address
shown below the Borrower’s execution of this Agreement, or at such other address
as the Borrower shall designate in writing to Lender. Notice to either party may
be given using the following delivery methods: U.S. Mail, overnight mail, or
personal delivery, providing evidence of receipt, to the respective parties
identified in this Agreement. Delivery by fax or e-mail is not considered notice
for the purposes of this Agreement. Notice shall be effective when received,
unless otherwise stated in this Agreement.

      


      


      IN
WITNESS WHEREOF, this Loan Agreement has
been executed by the parties hereto.

      


       

      
        
          	
                  Lender

                	
                  Borrower

                
	 
      	 
      
	 
      	 
      
	
                  /s/ Jack
      Qin

                	
                  /s/ Yeuh-Chi
      Liu

                
	
                  Jack
      Qin

                	
                  Yeuh-Chi
      Liu

                
	
                  Executive
      Director

                	 
      


        

      

       

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

      


      EXHIBIT A

      


      DEMAND
PROMISSORY NOTE

      


      
        	
                1.  

              	
                For
      value received, the undersigned, (hereinafter referred to as the
      “Borrower”), promises to pay to the order of the EFT BioTech Holdings,
      Inc. (hereinafter referred to as  “Lender”), at its principal
      place of business at 929 Radecki Court, City of Industry, California
      91748, or at such other place as Lender may designate, the principal sum
      of US One Million Five Hundred Sixty Seven Thousand Dollars (US$
      1,567,000) until the Loan is fully repaid by the
  Borrower.

              
	 	 


      

      
        	
                2.  

              	
                Borrower
      shall have the right to prepay all or any part of the outstanding balance
      of this Loan at any time without penalty. .

              
	 	 


      

      
        	
                3.  

              	
                On
      the occurrence of any event of default, as defined in paragraph 4 of this
      Promissory Note, Lender, at its sole election, may take any or all of the
      following actions:

              
	 	 


      

      
        	
                A.  

              	
                Declare
      all or any portion of the principal balance under this Promissory Note to
      be immediately due and payable. Then, the Lender shall have the right to
      foreclose the Borrower’s 3.97% ownership interest, common stock, of
      Excalibur Marine Company in lieu of any remaining unpaid principal balance
      due as provided in the Promissory Note evidencing this Loan.  In
      all cases, as long as the Borrower surrenders her 3.97% common stock
      interest of Excalibur marine Company to the Lender, the Lender hereby
      agrees not to pursue any legal right against the Borrower for any
      deficiencies arose from the acceleration of the loan.

              
	 	 


      

      
        	
                B.  

              	
                Require
      Borrower to transfer her 3.97% ownership interest, common stock, of
      Excalibur Marine Company as collateral for the loan and agrees to be bound
      by the terms contained therein to Lender as the Secured
    Party.

              
	 	 


      

      
        	
                4.  

              	
                Each
      of the following events and conditions shall constitute an event of
      default under this Promissory Note and the Agreements:

              
	 	 


      

      
        	
                A.  

              	
                Failure
      of the Borrower to repay any principal, when due under the terms of this
      Promissory Note.

              
	 	 


      

      
        	
                B.  

              	
                Failure
      of the Borrower to comply with, and satisfy, all the terms, conditions,
      and obligations, required by the Loan Agreement as a condition for this
      Loan.

              
	 	 


      

      
        	
                C.  

              	
                Termination
      of the Loan Agreement pursuant to the terms thereof or breach by the
      Borrower of any terms or conditions of said Loan
  Agreement.

              
	 	 


      

      
        	
                D.  

              	
                Occurrence
      of: (1) the Borrower becoming insolvent or bankrupt or being unable
      or admitting in writing its inability to pay its debts as they mature or
      making a general assignment for the benefit of or entering into any
      composition or arrangement with creditors; (2) proceedings for the
      appointment of a receiver, trustee, or liquidator of the assets of the
      Borrower or a substantial part thereof, being authorized or instituted by
      or against the Borrower; (3) proceedings under any bankruptcy,
      reorganization, readjustment of debt, insolvency, dissolution, liquidation
      or other similar law, or any jurisdiction being authorized or instituted
      against the Borrower;

              
	 	 


      

      
        	
                E.  

              	
                Discovery
      of any false or misleading statement, warranty, representation, or fact,
      whether or not contained in any other Loan Documents, that when made or
      furnished to the Lender by or on behalf of the Borrower was relied upon
      by  Lender and induced it to extend the Loan to
      Borrower.

              


      

       

      
        
           

        

        
          1

          
            

          

        

        
           

        

      

       

      
      

      
        	
                5.  

              	
                Any
      notice required to be given to the Borrower hereunder shall be sent to the
      address shown on the Loan Agreement, or at such other address as the
      Borrower shall designate in writing to Lender. Notice to either party may
      be given using the following delivery methods: U.S. Mail, overnight mail,
      or personal delivery, providing evidence of receipt, to the respective
      parties identified in this Agreement. Delivery by fax or e-mail is not
      considered notice for the purposes of this Promissory
  Note.

              
	 	 


      

      
        	
                6.  

              	
                This
      Promissory Note shall be binding upon the Borrower and its permitted
      successors and assigns and upon Lender and its permitted successors and
      assigns. Without the written consent of Lender, neither this Promissory
      Note nor the Borrower’s 3.97% common stock interest of Excalibur Marine
      Company is assignable or transferable by Borrower either in whole or in
      part. Lender may assign its rights under this Promissory Note for security
      purposes, and in such event the assignee of this Promissory Note shall be entitled to enforce the
      provisions hereof and shall be a third party beneficiary of this
      Promissory Note.

              
	 	 


      

      
        	
                7.  

              	
                This
      Promissory Note shall be construed and enforced in accordance with the
      laws of the State of California.

              


      

      


       

      
        
          	 
      	
                  Yeuh-Chi
      Liu

                
	 
      	
                  Borrower

                
	 
      	 
      
	 
      	
                  /s/ Jack
      Qin

                
	 
      	
                  Authorized
      Signature

                
	 
      	 
      
	 
      	
                  July 25,
      2008

                
	 
      	
                  Date

                


        

      

      
 

      
        
           

        

        
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