exv10w17






Exhibit
10.17




Unsecured Promissory Note




			
	US $43,069.76
	 	Dated: December 31, 2007





FOR VALUE RECEIVED, XStream Systems, Inc, (the Borrower”) hereby promises to pay to Vince DeTurris
(the “Lender”), at such place that the Lender may designate in writing, in lawful money of the
United States of America and in immediately available funds, the principal amount of
forty-three thousand sixty-nine dollars and seventy-six cents. together with interest on
the unpaid principal amount owing pursuant to this Unsecured Promissory Note (the “Note”). The
Borrower and Lender acknowledge the principal amount of this Note is deferred Salary as of December
31, 2007 and represents deferred salary wages earned by Vince DeTurris prior to May 2006.





	 	1.	 	Payments. The Borrower shall pay principal and interest in monthly installments. The
first installment payment shall be $6,508.07 and shall be due and payable June 15, 2008.
Subsequent installment payments shall be due on the 15th day of each calendar month
beginning July 15, 2008, and are payable no later than the 30th day of each
month in accordance with the amortization schedule identified as Exhibit A to this Note.
Each monthly principal payment will be paid to the Lender in a payroll check with the gross
amount of earnings being the amount identified in Exhibit A as principal. The amount paid
to Lender will be net of all required employment related taxes. The related interest
payment will be paid in a separate check.
	 
	 	2.	 	Interest. Borrower promises to pay interest in arrears (calculated on the basis of a
365-day year for the actual number of days elapsed) on the daily principal balance at a
rate per annum, equal to eight percent (8.0%) but in no event greater than the maximum rate
of interest permitted by applicable law.
	 
	 	3.	 	Late Payments. Timely payments are required to be mailed and postmarked or paid via
direct deposit no later than the 30th day of each month. If any payment due is
not post marked by the 30th day of the month as required, a late payment fee
equal to $500.00 shall be due and payable with such payment.
	 
	 	4.	 	Default. In the event Borrower fails to make payment (postmarked or paid via direct
deposit) of principal, interest and late fees by the 10th day of the following month, then
Borrower shall be deemed to be in default under the terms of this Note, and the unpaid
principal and interest due on this Note shall accrue interest at the rate of 12% from the
date of this Note.
	 
	 	5.	 	Prepayment. Prepayment of this Note, in whole or in part, may be made on the
outstanding balance amount due and all accrued interest under this Note without penalty.
	 
	 	6.	 	Enforcement Costs. In case suit shall be brought for the collection of this Note, or
it is necessary to place this Note in the hands of an attorney for collection, Borrower
agrees to pay reasonable attorneys’ fees and costs for making such collection, including
but not limited to, all fees, taxes and costs incident to any appellate, post-judgment, or
bankruptcy proceedings which may result, whether the holder of the Note is obligated
therefor or not. Attorneys’ fees include paralegal fees, administrative costs and all
other charges whatsoever billed by counsel to Lender.
	 
	 	7.	 	Binding affect. All terms and provisions of the Note shall be binding upon, inure to
the benefit of, and be enforceable be the parties and their respective administrators,
executors, other legal representatives, heirs and permitted assigns, whether so expressed
or not.
	 
	 	8.	 	Amendments. Modifications and amendments of this Note may be made solely in a writing
signed by the Lender and the Borrower.




 









 






	 	9.	 	Governing Law. This Note and all trasactions contemplated by this Note shall be
governed by, and construed and enforced in accordance with, the interal laws of the State
of Florida, without regard to principles of conflicts of law.
	 
	 	10.	 	Jurisdiction and Venue. Any civil action or legal proceeding arising out of or relating
to this Note shall be brought in the courts of records of the State of Florida in Indian
River County. Each party consents to the jurisdiction or such court in any such civil
action or legal proceeding and waives any objections to the laying of venue of any such
civil action or legal proceeding in such court. Service of any court paper may be affected
on such party by mail, as provided in this Note, or in such other manner as may be provided
under applicable laws, rules of procedure or local rules.
	 
	 	11.	 	Waiver of a Jury Trial. The borrower acknowledges that any dispute or controversy
between the borrower and the lender would be based on difficult and complex issues of law
and fact. Accordingly, execution of acceptance hereof, as the case may be, each of the
lender and the borrower hereby waive trial by jury in any action or proceeding of any kind
or nature in any court or tribunal in which an action may be commenced by or against the
borrower arising out of this note.
	 
	 	12.	 	Entire Agreement. This agreement, and the Note represent the entire understanding and
agreement among the parties with respect to the subject matter of the same, and supersede
all other negotiations, understanding and representations (if any) made by and among such
parties.






IN WITNESS WHEREOF, the undersigned hereby executes this Note under seal as of the date written
above.



	 	 	 	 	 
	 	BORROWER:



XStream Systems, Inc.

a Delaware corporation

 	 
	 	By:  	/s/ Thomas W. Cook
 	 
	 	 	Name:  	Thomas W. Cook 	 
	 	 	Title:  	Chairman and Chief Executive Officer 	 
	 
	 	LENDER:

 	 
	 	By:  	/s/ Vince DeTurris
 	 
	 	 	Vince DeTurris 	 
	 	 	 	 



 









 






	 	 	 	 	 



AMENDMENT TO UNSECURED PROMISSORY NOTE




          THIS AMENDMENT is entered into as of this 30th day of May, 2008, between XStream Systems,
Inc., a Delaware corporation (the “Borrower”), and Vince DeTurris (the “Lender”) as defined in the
Unsecured Promissory Note dated December 31, 2007 (the “Promissory Note”)




          WHEREAS, the Borrower and Lender are parties to that certain Promissory Note providing for the
payment of principal and interest amounts owed to the Lender; and




          WHEREAS, the Borrower and the Lender desire to amend the provisions of the Promissory Note in
order to change the timing of payments made to the Lender;




          NOW, THEREFORE, in consideration of the foregoing, the parties hereto hereby agree that the
Promissory Note shall be amended as follows:





                    Section 1 thereof shall be amended to read in its entirety as follows:




	 	1.	 	Payments. The Borrower shall pay principal and interest in monthly installments. The
first installment payment shall be $7,799.46 and shall be due and payable November 1, 2008.
Subsequent installment payments shall be due on the 1st day of each calendar month
beginning December 1, 2008, and are payable no later than the 15th day of each
month in accordance with the amortization schedule identified as Revised Exhibit A to this
Note. Each monthly principal payment will be paid to the Lender in a payroll check with
the gross amount of earnings being the amount identified in Revised Exhibit A as principal.
The amount paid to Lender will be net of all required employment related taxes. The
related interest payment will be paid in a separate check.





IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the day and
year first above written.




	 	 	 	 	 
	 	BORROWER:



XSTREAM SYSTEMS, INC.

a Delaware corporation

 	 
	 	By:  	/s/ Chris Butler
 	 
	 	 	Name:  	Chris Butler 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	LENDER:



Vince DeTurris

 	 
	 	By:  	/s/ Vince DeTurris
 	 
	 	 	 	 
	 	 	 	 



 









 






	 	 	 	 	 



AMENDMENT TWO




TO UNSECURED PROMISSORY NOTE




          THIS AMENDMENT is entered into as of this 9th day of April, 2009, between XStream Systems,
Inc., a Delaware corporation (the “Borrower”), and Vince DeTurris (the “Lender”) as defined in the
Unsecured Promissory Note dated December 31, 2007 (the “Promissory Note”)




          WHEREAS, the Borrower and Lender are parties to that certain Promissory Note providing for the
payment of principal and interest amounts owed to the Lender; and




          WHEREAS, the Borrower and Lender have previously amended the terms of that Promissory Note as
of May 30th, 2008; and




          WHEREAS, the Borrower and the Lender desire to further amend the provisions of the Promissory
Note in order to change the timing of payments made to the Lender;




          NOW, THEREFORE, in consideration of the foregoing, the parties hereto hereby agree that the
Promissory Note shall be amended as follows:





                    Section 1 thereof shall be amended to read in its entirety as follows:




	 	1.	 	Payments. The Borrower shall pay principal and interest in monthly installments in
accordance with the attached schedule identified as Exhibit A to this Amendment. The first
installment payment shall be due and payable May 1, 2009. Subsequent installment payments
shall be due on the 1st day of each calendar month beginning June 1, 2009, and are payable
no later than the 15th day of each month. Each monthly principal payment will
be paid to the Lender in a payroll check with the gross amount of earnings being the amount
identified as Payroll on Exhibit A. The amount paid to Lender will be net of all required
employment related taxes. The related interest and penalties due will be paid in a
separate check.





IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the day and
year first above written.




	 	 	 	 	 
	 	BORROWER:



XSTREAM SYSTEMS, INC.

a Delaware corporation

 	 
	 	By:  	/s/ Chris Butler
 	 
	 	 	Name:  	Chris Butler 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	LENDER:



Vince DeTurris

 	 
	 	By:  	/s/ Vince DeTurris
 	 
	 	 	 	 
	 	 	 	 
	 




 











 





01/23/2008   Page 1




V. DeTurris Unsecured Promissory Note




	 	 	 	 	 	 	 	 	 
	Compound Period
	 	 	:	 	 	Monthly
	 
	 	 	 	 	 	 	 	 
	Nominal Annual Rate
	 	 	:	 	 	 	8.000	%
	Effective Annual Rate
	 	 	:	 	 	 	8.300	%
	Periodic Rate
	 	 	:	 	 	 	0.6667	%
	Daily Rate
	 	 	:	 	 	 	0.02192	%






CASH FLOW DATA




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Event	 	Start Date	 	Amount	 	Number	 	Period	 	End Date
	 
	 	1	 	 	Loan
	 	 	01/01/2008	 	 	 	43,069.76	 	 	 	1	 	 	 	 	 	 	 	 	 
	 	2	 	 	Payment
	 	 	06/15/2008	 	 	 	6,508.07	 	 	 	7	 	 	Monthly	 	 	12/15/2008	 






AMORTIZATION SCHEDULE — Normal Amortization




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Date	 	Payment	 	Interest	 	Principal	 	Balance
	 
	Loan	 	01/01/2008
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	43,069.76	 
	 	1	 	 	06/15/2008
	 	 	6,508.07	 	 	 	1,591.55	 	 	 	4,916.52	 	 	 	38,153.24	 
	 	2	 	 	07/15/2008
	 	 	6,508.07	 	 	 	254.35	 	 	 	6,253.72	 	 	 	31,899.52	 
	 	3	 	 	08/15/2008
	 	 	6,508.07	 	 	 	212.66	 	 	 	6,295.41	 	 	 	25,604.11	 
	 	4	 	 	09/15/2008
	 	 	6,508.07	 	 	 	170.69	 	 	 	6,337.38	 	 	 	19,266.73	 
	 	5	 	 	10/15/2008
	 	 	6,508.07	 	 	 	128.44	 	 	 	6,379.63	 	 	 	12,887.10	 
	 	6	 	 	11/15/2008
	 	 	6,508.07	 	 	 	85.91	 	 	 	6,422.16	 	 	 	6,464.94	 
	 	7	 	 	12/15/2008
	 	 	6,508.07	 	 	 	43.13	 	 	 	6,464.94	 	 	 	0.00	 
	 	2008	 	 	Totals
	 	 	45,556.49	 	 	 	2,486.73	 	 	 	43,069.76	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Grand Totals	 	 	45,556.49	 	 	 	2,486.73	 	 	 	43,069.76	 	 	 	 	 






 









 






01/23/2008 Page 2




V. DeTurris Unsecured Promissory Note




Last interest amount increased by 0.03 due to rounding.