ex10-5.htm

Exhibit
10.5 



    REVISED PROMISSORY
NOTE

    


    $100,000                                                                                                                     

    Tampa,
Florida

    April 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
original Promissory Note dated March 30, 2009 stated that the principal balance
plus accrued interest was due and payable on April 30, 2009. The HOLDER has
agreed to extend the due date until May 31, 2009 (the “Maturity Date”). It is
further agreed between the MAKER and the HOLDER that the original Promissory
Note dated March 30, 2009 is superseded by this Revised Promissory
Note.

    


    In
addition to accrued interest, the Holder will be entitled to two sets of
warrants. As reflected in the March 31, 2009 warrant agreement, the HOLDER will
be issued 833,333 two year warrants with an exercise price of $0.03 per share.
As compensation for the extension of the Maturity Date, the Holder will be
granted 1,250,000 additional two year warrants with an exercise price of $0.02
per share.

    


    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 April 2009

    


    


    


    DIATECT
INTERNATIONAL CORPORATION

    “Maker”

    


    


    


    ___________________________


    Robert
Rudman

    Chief
Financial Officer

    


    


    


    JACKTONY
MANAGEMENT CORPORATION

    “Holder”

    


    


    ___________________________


    Name:

    Title: