ex10-3.htm


    Exhibit 10.3

     

    PROMISSORY
NOTE

    
 

    $100,000                                                                                                                     

    Tampa,
Florida

    March 30,
2009

    


    FOR VALUE RECEIVED, the undersigned,
DIATECT INTERNATIONAL CORPORATION, a California corporation, having its
principal place of business located at 875 Heber S. Industrial Parkway, Heber
City, Utah 84032, (hereinafter referred to as "MAKER"), promises to pay to the
order of JACKTONY MANAGEMENT CORPORATION, a Florida corporation having its
principal place of business at 1324 Seven Springs Blvd., Suite 363, New Port
Richey, FL, 34655 (hereinafter referred to as "HOLDER") the principal sum of One
Hundred Thousand Dollars ($100,000), together with interest at the rate of
twenty percent (20%) per annum. The principal balance plus accrued interest
shall be due and payable on April 30, 2009 (the “Maturity Date”).

    


    In
addition to accrued interest, the Holder will be entitled to 25% warrant
coverage representing 833,333 warrants with an exercise price of $0.03 per
share. The term of the warrants will be two (2) years with the expiry date of
March 30, 2011.

    


    All
payments shall apply first to accrued interest, and the remainder, if any, to
reduction of principal.  If the principal and accrued interest is not
paid when due, the whole indebtedness (including principal and interest)
remaining unpaid, shall, at the option of the Holder, become immediately due,
payable and collectible.

    


    If this Note shall not be paid at
maturity, it may be placed in the hands of any attorney at law for collection,
and in that event, the Maker hereby agrees to pay the holder hereof in addition
to the sums above stated, a reasonable sum as an attorney's fee, together with
all reasonable costs incurred.  After maturity or default, this Note
shall bear interest at the rate of twenty (20%) percent per annum.

    


    Time shall be of the essence as to the
Maker's obligations under this Note.

    


    If any provision or portion of this
Note is declared or found by a court of competent jurisdiction to be
unenforceable or null and void, such provision or portion of this Note shall be
deemed stricken and severed from this Note, and the remaining provisions and
portions of this Note shall continue in full force and effect.

    


    This Note
may not be amended, extended, renewed, or modified, and no waiver of any
provision of this Note shall be effective except by an instrument in writing
executed by the Holder.  Any waiver of any provision of this Note
shall be effective only in the specific instance and for the specific purpose
for which given.

    


    This Note is to be construed according
to the applicable laws of the State of Florida and the United States of
America.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    THE MAKER AND THE HOLDER HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER HAVE TO A TRIAL
BY JURY IN RESPECT TO ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR
IN CONNECTION WITH THIS NOTE.

     

    


    


    Agreed,
Accepted and Acknowledged,

    


    This
30th
day of March 2009

    


    


    


    DIATECT
INTERNATIONAL CORPORATION

    “Maker”

    


    


    


    ___________________________

    Robert
Rudman

    Chief
Financial Officer

    


    


    


    


    JACKTONY
MANAGEMENT CORPORATION

    “Holder”

    


    


    ___________________________

    


    Name:

    Title: