ex10-1.htm


    EXHIBIT
10.01

     

    THIS NOTE
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED OR
APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED OR OTHERWISE
DISPOSED OF UNLESS IT HAS BEEN REGISTERED UNDER SUCH ACT AND LAWS OR AN
EXEMPTION FROM REGISTRATION IS AVAILABLE.

     

    BIOXCELL,
INC.

     

    CONVERTIBLE
TERM NOTE

     

    
      	$96,462.00   	 Beverly,
      Massachusetts


    

     

    September
18, 2008

     

    FOR VALUE
RECEIVED, the undersigned, BioXcell, Inc. (“Maker”) a Massachusetts corporation
with its principal place of business in Beverly, Massachusetts promises to pay
to Claude Ranoux (“Holder”), at 8 Chestnut Street, Winchester, MA 01890 or at
such other place as Holder shall have designated to Maker in writing, a
principal amount equal to Ninety Six Thousand Four Hundred Sixty Two Dollars
($96,462.00) (the “Principal Amount”) together with interest thereon as set
forth below.

     

    
      	
              1)  

            	
              Repayment.  Maker
      promises to pay the entire Principal Amount plus accrued and unpaid
      interest thereon, and all other sums and charges due Holder hereunder on
      March 31, 2009 (the “Maturity Date”).  The Maturity Date is
      subject to acceleration as set forth
below.

            


    

    


    
      	
              2)  

            	
              Interest.  This
      Note shall bear interest at the rate of five percent (5%) per annum from
      the date hereof.  All interest shall accrue and be paid with the
      Principal Amount on the Maturity
Date.

            


    

    


    
      	
              3)  

            	
              Conversion.  The
      Principal Amount plus all accrued interest may be converted by Holder into
      shares of common stock of Maker (“Shares”) at any time prior to payment
      upon ten (10) days advance written notice by Holder to
      Maker.  The conversion price shall be the fair market value of a
      Share.  For purposes of this Note, fair market value shall
      mean:

            


    

     

    
      	
              a.  

            	
              The
      average of the closing bid and asked prices of the Shares quoted in the
      Over-The Counter Market Summary (if not on the NASDAQ system) or the
      closing price quoted o the Nasdaq Stock Market or any exchange on which
      the Shares are listed, whichever is applicable, as published in the Wall
      Street Journal for the ten (10) trading days prior to the date of
      determination of fair market value,
or

            


    

     

    
      	
              b.  

            	
              If
      the Shares are not traded over-the-counter or on an exchange, the fair
      market value of a Share shall be as determined by an independent appraiser
      appointed in good faith by the Maker’s Board of Directors.  The
      Principal Amount and all accrued interest must be converted at one
      time.

            


    

     

    
      	
              4)  

            	
              Application of
      Payments.  All payments shall be made in legal tender of
      the United States of America and shall be applied first to the payment of
      any sums or charges other than principal or interest due Holder; second,
      to the payment of accrued and unpaid interest on the unpaid Principal
      Amount; and third, the balance on account of the Principal
      Amount.

            


    

    


    
      	
              5)  

            	
              Payment of Charges and
      Expenses.  Maker agrees to pay the debt evidenced hereby,
      and, after default, to pay all reasonable costs, expenses and attorneys’
      fees incurred by the Holder in connection with any proceeding for
      collection of the debt evidenced hereby, or in any litigation or
      controversy arising from or connected with this Note.  The
      Maker’s obligation to pay such costs, expenses and attorneys’ fees of
      Holder after default in connection with the protecting, enforcing or
      realizing of the rights and remedies above described or otherwise set
      forth herein, shall exist whether or not proceedings are instituted or
      legal appearances made in any court of competent jurisdiction on behalf of
      the Holder.

            


    

    


    
      	
              6)  

            	
              Event of
      Default.  Upon the occurrence of any one or more of the
      following events Maker shall be in default hereunder and the entire
      indebtedness with accrued interest due thereon under this Note shall, at
      the option of Holder, accelerate and become immediately due and payable
      without demand or notice of any
kind:

            


    

     

    
      	
              a.  

            	
              Failure
      by Maker to pay (i) the outstanding Principal Amount of this Note,
      together with interest accrued thereon, at final maturity of this Note; or
      (ii) any other sums required to be paid by Maker hereunder;
    or

            


    

     

     

    
      	
              b.  

            	
              If
      (i) a petition is filed against Maker under any bankruptcy,
      reorganization, arrangement, composition, readjustment, liquidation,
      dissolution, or insolvency law, and is not dismissed within ninety (90)
      days after such filing; or (ii) Maker (x) files a petition in voluntary
      bankruptcy or seeks relief under any provision of any bankruptcy,
      reorganization, arrangement, insolvency, readjustment of debt, dissolution
      or liquidation law of any jurisdiction, whether now or hereafter in
      effect, or consents to the filing of any petition against it under any
      such law, or (y) makes any general assignment for the benefit of creditors
      or admits in writing its inability to pay, or fails to pay, its debts
      generally as they become due, or consents to or otherwise suffers the
      appointment of a receiver, custodian, liquidator or trustee for itself, or
      of all or any part of its property.

            


    

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              7)  

            	
              Waiver of
      Rights.  Maker hereby waives presentment, demand, notice,
      protest, and all other demands and notices in connection with the
      delivery, acceptance, performance and enforcement of this Note, and
      assents to extensions of the time of payment of forbearance or other
      indulgence without notice.

            


    

    


    
      	
              8)  

            	
              Holder’s
      Rights.  Holder’s rights hereunder shall be cumulative
      and not exclusive and may be exercised at the sole discretion of Holder
      until this Note and all accrued and unpaid interest and other sums and
      charges due hereunder shall have been paid in full.  Further, no
      failure on the part of Holder to exercise any right or remedy hereunder,
      whether before or after the occurrence of any event of default hereunder,
      shall constitute a waiver hereof, and no waiver of any past default shall
      constitute waiver of any future default or of any other
      default.  No failure to accelerate the indebtedness evidenced
      hereby by reason of default hereunder, or waiver granted from time to time
      shall be construed to be a waiver of the right to insist upon prompt
      payment thereafter or a waiver of any right of acceleration or any other
      right, or be construed so as to preclude the exercise of any right which
      Holder may have, whether by the laws of the Commonwealth of Massachusetts,
      by agreement or otherwise; and Maker hereby expressly waives the benefit
      of any statute or rule of law or equity which would produce a result
      contrary to or in conflict with the
foregoing.

            


    

    


    
      	
              9)  

            	
              Prepayment.  Maker
      shall not have the right to prepay this
Note.

            


    

    


    
      	
              10)  

            	
              Binding
      Effect.  This Note shall bind the successors and assigns
      of Maker and shall inure to the benefit of Holder, his heirs,
      administrators, representatives, trustees, successors and
      assigns.

            


    

    


    
      	
              11)  

            	
              Captions and Section
      Headings.  The captions and section headings used in this
      Note are for convenience only and shall not be used to interpret, modify
      or affect in any way the covenants and agreements herein
      contained.

            


    

    


    
      	
              12)  

            	
              Severability.  In
      the event that any one or more of the provisions of this Note shall for
      any reason be held to be invalid, illegal or unenforceable, in whole or in
      part, or in any respect, or in the event that any one or more of the
      provisions of this Note shall operate or would prospectively operate, to
      invalidate this Note, then the remaining provisions of this Note shall
      remain operative and in full force and effect, shall be valid, legal and
      enforceable and shall in no way be affected, prejudiced or disturbed
      thereby.

            


    

    


    
      	
              13)  

            	
              Governing
      Law.  This Note shall be governed by and construed in
      accordance with the laws of the Commonwealth of Massachusetts without
      reference to its conflict of laws
provisions.

            


    

     

    .

    
      
        
          	 MAKER:   
       	BIOXCELL,
      INC	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ Philip H.
      Warren                             
      	 
	 	 	Philip
      H. Warren	 
	 	 	Its
      President