ex10-7.htm


    Exhibit 10.7

     

    PROMISSORY
NOTE

    


    $500,000                                                                                                                     

    Tampa,
Florida

    May 7,
2009

    


    FOR VALUE RECEIVED, 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 Carr &
Associates, Inc. having its principal address located at 16502 N. Dale Mabry
Hwy, Tampa, Florida, 33618 (hereinafter referred to as "HOLDER") the principal
sum of Five Hundred Thousand Dollars ($500,000), together with interest at the
rate of 18% per annum to be paid in lawful money of the United States of America
which shall be legal tender in the payment of all debts and dues, private and
public at the time of payment.

     

    MATURITY DATE AND
PAYMENT:

    


    The
entire principal balance plus accrued interest shall be due and payable on July
31, 2009, whichever occurs first (the “Maturity Date”).

    


    All payments shall apply first to
accrued interest, and the remainder, if any, to reduction of
principal.  If any installment of principal or interest is not paid
when due, or upon any default in the performance of any of the covenants or
agreements of this Note, or of any instrument now or hereafter evidencing or
securing this Note or the obligation represented hereby, the whole indebtedness
(including principal and interest) remaining unpaid, shall, at the option of the
Holder, become immediately due, payable and collectible.  Each maker,
guarantor and endorser severally waives demand, protest and notice of maturity,
non-payment or protest and all requirements necessary to hold each of them
liable as makers and endorsers.

    


    If this Note shall not be paid at
maturity or according to the tenor thereof and strictly as above provided, it
may be placed in the hands of any attorney at law for collection, and in that
event, each party liable for the payment thereof, as Maker, Endorser, Guarantor
or otherwise, hereby agrees to pay the holder hereof in addition to the sums
above stated, a reasonable sum as an attorney's fee, which shall include
attorney's fees at the trial level and on appeal, together with all reasonable
costs incurred.  After maturity or default, this Note shall bear
interest at the rate of eighteen (18%) percent per annum, further provided,
however, that in no event shall such rate exceed the highest rate permissible
under the applicable law.

    


    Nothing herein contained, nor in any
instrument or transaction related thereto, shall be construed or so operate as
to require the Maker, or any person liable for the payment of the loan made
pursuant to this Note, to pay interest in an amount or at a rate greater than
the highest rate permissible under applicable law.  Should any
interest or other charges paid by the Maker, or any parties liable for the
payment of the loan made pursuant to this Note, result in the computation or
earning of interest in excess of the highest rate permissible under applicable
law, then any and all such excess shall be and the same is hereby waived by the
holder hereof, and all such excess shall be automatically credited against and
in reduction of the principal balance, and any portion of said excess which
exceeds the principal balance shall be paid by the holder hereof to the Maker
and any parties liable for the payment of the loan made pursuant to this Note,
it being the intent of the parties hereto that under no circumstances shall the
Maker, or any parties liable for the payment of the loan hereunder, be required
to pay interest in excess of the highest rate permissible under applicable
law.

    


    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
7th
day of May 2009

    


    


    ___________________________

    


    


    


    ___________________________

    


    Larry
Carr

    Principal

    Carr
& Associates, Inc.

    


    


    


    ___________________________

    


    Robert
Rudman

    Chief
Financial Officer

    Diatect
International Corporation