Unassociated Document


     

     

    
      Exhibit
10.1

       

    

    
      CELL-NIQUE
CORPORATION

       

      PROMISSORY
NOTE

       

       

      
        	
                August
      10, 2008

              	
                 
      

              


      

       

      Cell-nique
Corporation, a Delaware corporation (the “Company”), for value received hereby
promises to pay to Physicians Capital Corporation, Delaware corporation (the "
Lender"), such amount as shall equal the then outstanding principal amount
hereof, plus accrued and unpaid interest on such outstanding principal amount at
the rate of eight percent (8%) per annum (computed on a quarterly basis), as set
forth below.  Payment for all amounts due hereunder shall be made by wire
transfer in accordance with the Lender’s instructions. From time to time the
Company shall request a draw from the Lender and increase the principal amount
of the note.

       

      The
following is a statement of the rights of the Lender and the conditions to which
this Note is subject, and to which the Lender, by the acceptance of this Note,
agrees:

       

      1.   Payment of Principal
and Interest. 

       

               
(a)  Payment. 
This Note, all outstanding principal of and accrued but unpaid interest on this
Note shall be paid in full no later than on or before December 2010 (the
"Maturity").

       

               
(b) 
Interest.  Interest shall accrue on the outstanding principal amount
of this Note, at the rate of eight percent (8%) per annum (the “Coupon Rate”) computed on the
basis of an average the outstanding amount during each quarterly (90-day)
period, from the date such principal amount is advanced to the Company until the
earlier of (i) the payment in full of all outstanding principal of and
accrued interest on this Note.  All payments made under this Note shall be
applied first against accrued but unpaid interest and second against the
outstanding principal balance hereof. 

       

      2.   Events of
Default.  If one or more of the following events (each an “Event of Default”) shall
occur:

       

             
(a)  the Company shall fail to pay in full any principal, accrued
interest or other amounts due to Lender under this Note when due;

       

             
(b)  the Company shall default in the performance of or compliance
with any covenant, agreement or other obligation of the Company contained in
this Note that is not remedied, waived or cured within fifteen (15) days
following such default in performance or noncompliance;

       

             
(c)  any representation or warranty of the Company contained herein
shall prove to have been false or incorrect in any material respect as of the
date of this Note;

       

             
(d)  other than on terms approved beforehand by the Lender, the
Company shall institute proceedings to be adjudicated as bankrupt or insolvent,
or shall consent to institution of bankruptcy or insolvency proceedings against
it or the filing by it of a petition or answer or consent seeking reorganization
or release under Title XI of the United States Code, or any other applicable
federal or state law, or shall consent to the filing of any such petition or the
appointment of a receiver, liquidator, assignee, trustee or other similar
official of the Company, or of any substantial part of its property, or shall
make an assignment for the benefit of creditors, or shall take corporate action
in furtherance of any such action;

       

             
(e)  within thirty (30) days after the commencement of an action
against the Company (and service of process in connection therewith on the
Company) seeking any bankruptcy, insolvency, reorganization, liquidation,
dissolution, or similar relief under any present or future statute, law, or
regulation, such action shall not have been resolved in favor of the Company or
all orders or proceedings thereunder affecting the operations or the business of
the Company stayed, or the stay of any such order or proceeding shall thereafter
be set aside, or within thirty (30) days after the appointment without the
consent or acquiescence of the Company of any trustee, receiver or liquidator of
the Company, such appointment shall not have been vacated;

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

             
(f)  entry of a final judgment in excess of $200,000 (excluding
insured portions) against the Company or for which the Company is otherwise
responsible that is not stayed, bonded or discharged within thirty (30)
days;

       

             
(g)  any plan of liquidation or dissolution or winding up is adopted
by the Company’s board of directors or shareholders or the Company is
involuntarily dissolved or otherwise wound up; or

       

             
(h)  there shall occur, or the Company shall enter into any
agreement providing for, a Change of Control (as defined below) of the Company;
the term “Change of
Control” shall mean any transaction or series of related transactions
(including without limitation any reorganization, merger, consolidation, sale of
assets or sale of stock) that will result in (i) the sale of all or
substantially all of the assets of the Company, (ii) a change in ownership
of 50% or more of the Company’s then outstanding capital stock, in one or a
series of transactions occurring within a period of six (6) months, other than
any such change of ownership resulting from the sale by the Company of its
securities in connection with one or more financing transactions, or
(iii) a consolidation or merger of the Company with or into any other
corporation or corporations (or other corporate reorganization) immediately
after which the shareholders of the Company hold less than fifty percent (50%)
of the voting power of the surviving corporation;

       

      then,
upon the occurrence of any Event of Default described herein or (i) above, all
outstanding principal of this Note and all accrued but unpaid interest thereon
shall be accelerated automatically, without any further action by any party, and
shall become immediately due and payable notwithstanding any other provision of
this Note, without presentment, demand, protest, notice of protest or other
notice of dishonor of any kind, all of which are hereby expressly waived by the
Company; and upon the occurrence of any other Event of Default described in the
other paragraphs above, Lender may, at Lender’s option exercisable at any time
thereafter, by notice to the Company in writing, accelerate this Note and
declare the entire outstanding principal balance of this Note and all accrued
but unpaid interest thereon immediately due and payable, without presentment,
demand, protest, notice of protest or other notice of dishonor of any kind, all
of which are hereby expressly waived by the Company.  At any time following
any such acceleration as provided in the preceding sentence.  Lender may
enforce its rights under this Note and otherwise at law or in equity or both,
all remedies available to Lender under this Note or otherwise shall be
cumulative, and no course of dealing between the Company and Lender or any delay
or omission in exercising any power or right shall operate as a waiver
thereof.  The Company shall notify the Lender immediately in writing of the
occurrence of any Event of Default, which notification shall include a summary
of the material facts relating to such Event of Default and shall specify the
date on which such Event of Default occurred.

       

             
(i)  Notice to Lenders.  In the event the Company shall propose
to take any action of the type described herein, the Company shall give notice
to the Lender, which notice shall specify the record date, if any, with respect
to any such action and the approximate date on which such action is to take
place.  In the case of any action that would require the fixing of a record
date, such notice shall be given at least fifteen (15) days prior to the date so
fixed, and in case of all other action, such notice shall be given at least
twenty (20) days prior to the taking of such proposed action.  Failure to
give such notice, or any defect therein, shall not affect the legality or
validity of any such action.

       

         
     (j)  No Impairment.  The Company will
not, by amendment of its Amended and Restated Articles of Incorporation or
through any reorganization, transfer of assets, issuance or sale of securities
or otherwise, avoid or seek to avoid the observance or performance of any of the
terms herein or the other provisions of this Note and will at all times in good
faith assist in the carrying out of all provisions hereof and in the taking of
all actions as may be necessary in order to protect the conversion and other
rights of the Lender hereunder against impairment.

       

      4.  
Assignment.  Subject to the restrictions on transfer described
below, the rights and obligations of the Company and the Lender shall be binding
upon and benefit the successors, assigns, heirs, administrators and transferees
of the parties.

       

      5.   Waiver and
Amendment.  Any provision of this Note may be amended, waived or
modified upon the written consent of the Company and the Lender.  Any
amendment, waiver, modification or consent entered into pursuant to this Section
5 shall be effective only in the specific instance and for the specific purpose
for which it was given.

       

      6.   Transfer of this
Note.  This Note may not be transferred.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      7.   Notices. All
notices and other communications required or permitted hereunder shall be in
writing and shall be deemed effectively given upon personal delivery; upon
confirmed transmission by telecopy or telex if sent during normal business hours
of the recipient (or if not, on the next business day of the recipient); three
days after deposit with the United States Post Office, by registered or
certified mail, postage prepaid; or otherwise upon delivery by hand or by
messenger or one day after deposit with a nationally recognized courier service,
addressed (a) if to Lender, to the Lender’s address as set forth below, or
to such other address as such Lender shall have furnished to the Company in
writing, or (b) if to the Company, if to the Company, one copy shall be
sent to Cell-nique Corp PO Box 1131, Weston, CT 06883, Attention: Dan Ratner,
President, or to such other addresses as the Company shall have furnished to the
Lender.

       

      8.   Governing
Law.  The Agreement shall be governed by, and construed under, the
laws of the State of Connecticut as applied to agreements among Connecticut
residents, made and to be performed entirely within the State of
Connecticut

       

      10.  Collection
Costs.  The Company shall pay on demand all reasonable costs and
expenses, including without limitation reasonable fees and expenses of counsel,
incurred by Lender in connection with enforcement of its rights under this
Note.

       

      11.  Lost, Stolen or Mutilated
Note.  If this Note is lost, stolen, mutilated or destroyed, the
Company will, on such reasonable terms with respect to indemnity or otherwise as
it may in its discretion impose, issue a new note of like denomination, tenor,
and date as this Note.  Any such new note shall constitute an original
contractual obligation of the Company, and the lost, stolen, mutilated or
destroyed, as applicable, Note shall be null and void.

       

      12.  Counterparts. 
This Note may be executed in counterparts, each of which shall be enforceable
against the party actually executing such counterpart, and which together shall
constitute one instrument.

       

       

      SIGNATURE
PAGE

       

      PROMISSORY
NOTE

       

       

      This Note
has been executed and delivered as of the date first above written.

       

      COMPANY: Cell-nique
Corporation

       

      /s/  
Dan Ratner, President

       

      ACCEPTED
AND AGREED:

       

      LENDER: Physicians Capital
Corporation

       

      /s/  
Dan Ratner, President

       

      12 Old
Stage Coach Rd

      Weston,
CT 06883