EXHIBIT
10.17


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    LOAN
AGREEMENT-1st Extension

    


    This Loan
Agreement (the “Agreement”) is entered into, between the EFT Biotech Holdings,
Inc. (“Lender”), located in City of Industry, CA, EFT Investment Co., LTD., a
wholly owned subsidiary of Lender (Subsidiary), located in Taipei, Taiwan and
Excalibur International Marine Corporation (“Borrower”) located in Taipei,
Taiwan.

    


    AUTHORITY
AND LOAN

    


    
      	
               
      

            	
              ·

            	
              Pursuant
      to the Board’s resolution, Lender has approved Borrower’s loan dated May
      13, 2009. Lender’s approval of Borrower’s loan under this Agreement are
      made on reliance that borrower will pay back upon secure a loan from local
      banks in Taiwan. By executing this Agreement the Borrower represents under
      penalty of perjury are true and accurate in all
  respects.

            


    

    


    
      	
               
      

            	
              ·

            	
              Lender
      agrees to grant an extension (1st
      extension) for the note in the amount of US Six Hundred Thousand Dollars
      (US$600,000), evidenced by a Promissory Note (the “Promissory Note”)
      attached hereto as Exhibit A.

            


    

    


    
      	
               
      

            	
              ·

            	
              Lender
      has approved to extend the Loan for twelve (12) months due at November 13,
      2009 to November 13, 2010 with new interest rate of eight (8%) per annum
      under this Agreement.

            


    

    


    PURPOSE

    


    The
Borrower agrees to expend all funds disbursed pursuant to this Agreement only for the
purposes of its business operation and in the amounts set forth in the
Borrower’s Budget. Any other use of funds disbursed hereunder shall require
prior written approval by Lender.

    


    LOAN
REPAYMENT AND INTEREST

    


    All Loan
funds disbursed hereunder, together with all interest payable thereon, shall be
repaid to Lender in accordance with the terms of the Promissory Note. The Loan
shall bear simple interest at the annual rate set forth in the attached
Promissory Note on the principal balance of Loan funds disbursed to the
Borrower. Payment of said interest shall be due at the end of the loan term, and
interest shall accrue from the time of disbursement of Loan funds to the
Borrower until receipt of full Loan repayment to Lender.

    


    EFFECTIVE
DATE OF AGREEMENT

    


    This
Agreement shall become effective on the date it is approved and executed by
Lender at City of industry, California (the “Effective Date”).


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    The
Borrower agrees to complete performance of its obligations within the time
periods required by Lender and any fully executed documents, if
applicable.

    


    PREPAYMENT

    


    Borrower
shall have the right to prepay all or any part of the outstanding balance of
this Loan at any time without penalty. Any partial prepayment will not excuse
any later scheduled payments until the Loan is paid in full. Prepayments shall
be applied first to the payment of any outstanding late fees, then to interest
and then to principal installments.

    


    PROMISSORY
NOTE

    


    In order
to evidence its debt to Lender hereunder, the Borrower agrees to,
contemporaneously with the execution of this Agreement, execute and deliver to
Lender the Promissory Note (attached as Exhibit A hereto).

    


    ACCOUNTS

    


    
      	
               
      

            	
              A.

            	
              The
      Borrower agrees to establish on its books a separate account for this
      Loan. This account shall be maintained, and is subject to review and audit
      by Lender, as long as the Loan obligation remains
    unsatisfied.

            


    

    


    
      	
               
      

            	
              B.

            	
              The
      Borrower further agrees to maintain records that accurately and fully show
      the date, amount, purpose, and payee of all expenditures drawn on said
      account for three (3) years after the date Lender determines this Loan is
      repaid in full.

            


    

    


    
      	
               
      

            	
              C.

            	
              The
      Borrower further agrees to allow Lender, or its designated
      representatives, on written request, to have reasonable access to, and the
      right of inspection of, all books and records that pertain to the Loan
      account.

            


    

    


    DEFAULT

    


    The
Borrower’s failure to comply with any of the terms of the Agreement shall
constitute a breach of this Agreement and an Event of Default. In the event of
any default, Lender may, in its discretion, declare this Agreement to have been
breached and be released from any further performance hereunder. Events of
default are detailed in the Promissory Note and are incorporated herein by
reference.

    


    
      	
               
      

            	
              A.

            	
              In
      the event of any default or breach of this Agreement by the Borrower,
      Lender, without limiting any of its other legal rights or remedies, may
      accelerate the Loan and declare any remaining unpaid principal balance,
      along with accrued interest and late fees, immediately due and payable, as
      provided in the Promissory Note evidencing this
  Loan.

            


    


    
      
         


      

      
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              B.

            	
              In
      the event of any default or breach of this Agreement by the Borrower,
      Lender shall have priority right above any secured or unsecured creditor
      to declare any remaining unpaid principal balance, along with accrued
      interest and late fees, immediately due and payable, as provided in the
      Promissory Note evidencing this
Loan.

            


    

    


    GENERAL
TERMS

    


    A.           Indemnification
by Borrower

    


    The
Borrower agrees to indemnify, defend, and save harmless Lender and its officers,
agents, and employees from any and all claims, losses, or costs (including
reasonable attorney fees) arising out of, resulting from, or in any way
connected with the Loan or this Agreement, or the financing or the operation of
the business financed with the Loan.

    


    B.           Independent
Capacity

    


    The
Borrower, and the agents and employees of Borrower, in the performance of this
Agreement, shall and do act in an independent capacity, and they acknowledge and
agree that they are not officers or employees or agents of the Lender and
accordingly they are not authorized to act, and may not act, in such
capacity.

    


    D.           Assignment

    


    Without
the written consent of Lender, this Agreement is not assignable or transferable
by Borrower either in whole or in part. Lender may assign its rights under this
Agreement for security purposes, and in such event the assignee of this
Agreement shall be entitled to enforce the provisions hereof and shall be a
third party beneficiary of this Agreement.

    


    E.           Amendment

    


    No
amendment or variation of the terms of this Agreement shall be valid unless made
in writing and signed by the parties hereto, and no oral understanding or
agreement not incorporated herein shall be binding on any of the parties
hereto.

    


    G.           Severability

    


    In the
event that any provision of this Agreement is unenforceable or held to be
unenforceable, then the parties agree that all other provisions of this
Agreement continue to have force and effect and shall not be affected
thereby.


    
      
         


      

      
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    H.           Governing
Law and Venue

    


    This
Agreement is governed by and shall be interpreted in accordance with the laws of
the State of California. Venue shall be in Los Angeles County. In any contest
arising under the Loan Documents, Lender and the Borrower agree to waive a trial
by jury.

    


    I.            Borrower
Authorization

    


    The
Borrower certifies that it has full power and authority to enter into this
Agreement and this Agreement has been duly authorized, executed and delivered by
the Borrower. The Borrower acknowledges that the resolution of its governing
body or other official action authorizing it to enter into this Agreement
also authorizes such further acts as are necessary, including execution of the
Promissory Note as well as Security Agreement, if any, to implement and further
the intent of this Agreement.

    


    NOTICE

    


    Any
notice required to be given to Lender hereunder shall be sent to 17800 Castleton
St., Suite 300, City of Industry, California 91748, attention George Curry,
Secretary, or at such other address as Lender may designate in writing to the
Borrower. Any notice required to be given to the Borrower hereunder shall be
sent to the address shown below the Borrower’s execution of this Agreement, or
at such other address as the Borrower shall designate in writing to Lender.
Notice to either party may be given using the following delivery methods: U.S.
Mail, overnight mail, or personal delivery, providing evidence of receipt, to
the respective parties identified in this Agreement. Delivery by fax or e-mail
is not considered notice for the purposes of this Agreement. Notice shall be
effective when received, unless otherwise stated in this Agreement.

    


    IN
WITNESS WHEREOF, this Loan Agreement has been executed by the parties
hereto.

    


    
      
        
          	
                  Lender

                	 
      	
                  Borrower

                
	 
      	 
      	 
      
	
                  /s/ Jack Qin

                	 
      	
                  /s/ Pyng Soon

                
	
                  Jack
      Qin

                	 
      	
                  Pyng
      Soon

                
	
                  Executive
      Director

                	 
      	
                  Chairman

                
	
                  EFT
      BioTech Holdings, Inc.

                	
                    

                	
                  Excalibur
      International Marine
Corporation

                


        

      

    


    
      
         


      

      
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    EXHIBIT A

    


    PROMISSORY
NOTE

    


    
      	
              1.

            	
              For
      value received, the undersigned, (hereinafter referred to as the
      “Borrower”), promises to pay to the order of the EFT Investment Co., LTD,
      a wholly owned subsidiary of EFT BioTech Holdings, Inc. (hereinafter
      referred to as  “Lender”), at its principal place of business at
      17800 Castleton St., Suite 300, City of Industry, California 91748, or at
      such other place as Lender may designate, the principal sum of US Six
      Hundred Thousand Dollars (US$ 600,000) or such lesser amount as shall
      equal the aggregate amount disbursed to the Borrower by Lender pursuant to
      the Agreement between the Borrower and Lender, together with interest
      thereon at the rate of eight (8%) percent per
      annum on the unpaid principal balance, computed from the date of each
      disbursement to the Borrower, until the Loan is repaid by the Borrower.
      Principal, together with interest thereon, is due and payable at the end
      of the loan terms, until said principal and interest shall be paid in
      full.

            


    

    


    
      	
              2.

            	
              The
      Borrower may prepay this Promissory Note in full or in part, without
      penalty. Any partial prepayment will not excuse any later scheduled
      payments until the Loan is paid in full. Prepayments shall be applied
      first to the payment of any outstanding late fees, then to interest and
      then to principal installments.

            


    

    


    
      	
              3.

            	
              On
      the occurrence of any event of default, as defined in paragraph 4 of this
      Promissory Note, Lender, at its sole election, may take any or all of the
      following actions:

            


    

    


    
      	
               
      

            	
              A.

            	
              Declare
      all or any portion of the principal balance, along with accrued interest
      and late fees, under this Promissory Note to be immediately due and
      payable and may proceed to enforce this Promissory Note, upon the
      expiration of not less than thirty (30) days after the date written notice
      of Lender’s decision to accelerate is sent to Borrower. All amounts due
      after acceleration shall bear interest at the rate of eight percent (8%)
      per annum. Lender may exercise this option to accelerate during any
      default by Borrower regardless of any prior
  forbearance.

            


    

     

    
      	
               
      

            	
              B.

            	
              Require
      Borrower to take any and all action necessary, as security for the loan,
      to provide the Vessel as collateral under duly executed security documents
      and agrees to be bound by the terms contained therein to Lender as the
      Secured Party.

            


    

     

    
      	
               
      

            	
              C.

            	
              Exercise
      all of its rights and remedies enumerated herein, which rights are in
      addition to and not in limitation of any other rights Lender may have
      under the Agreement and applicable
law.

            


    

     

    
      	
              4.

            	
              Each
      of the following events and conditions shall constitute an event of
      default under this Promissory Note and the
  Agreements:

            


    


    
      
         


      

      
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              A.

            	
              Failure
      of the Borrower to repay any principal, accrued interest, and late fees,
      if applicable, when due under the terms of this Promissory
      Note.

            


    

    


    
      	
               
      

            	
              B.

            	
              Failure
      of the Borrower to comply with, and satisfy, all the terms, conditions,
      and obligations, required by the Loan Agreement as a condition for this
      Loan.

            


    

    


    
      	
               
      

            	
              C.

            	
              Termination
      of the Loan Agreement pursuant to the terms thereof or breach by the
      Borrower of any terms or conditions of said Loan
  Agreement.

            


    

    


    
      	
               
      

            	
              D.

            	
              Failure
      of the Borrower to obtain and maintain insurance for the
      vessel.

            


    

    


    
      	
               
      

            	
              E.

            	
              Occurrence
      of: (1) the Borrower becoming insolvent or bankrupt or being unable
      or admitting in writing its inability to pay its debts as they mature or
      making a general assignment for the benefit of or entering into any
      composition or arrangement with creditors; (2) proceedings for the
      appointment of a receiver, trustee, or liquidator of the assets of the
      Borrower or a substantial part thereof, being authorized or instituted by
      or against the Borrower; (3) proceedings under any bankruptcy,
      reorganization, readjustment of debt, insolvency, dissolution, liquidation
      or other similar law, or any jurisdiction being authorized or instituted
      against the Borrower; or (4) the Borrower ceases operations, is dissolved,
      or terminates its existence.

            


    

     

    
      	
               
      

            	
              F.

            	
              Discovery
      of any false or misleading statement, warranty, representation, or fact,
      whether or not contained in any other Loan Documents, that when made or
      furnished to the Lender by or on behalf of the Borrower was relied upon
      by  Lender and induced it to extend the Loan to
      Borrower.

            


    

    


    
      	
              5.

            	
              No
      delay or failure of Lender in the exercise of any right or remedy
      hereunder or under any other agreement which secures or is related hereto
      shall affect any such right or remedy, and no single or partial exercise
      of any such right or remedy shall preclude any further exercise thereof,
      and no action taken or omitted by Lender shall be deemed a waiver of any
      such right or remedy.

            


    

    


    
      	
              6.

            	
              Any
      notice required to be given to the Borrower hereunder shall be sent to the
      address shown on the Loan Agreement, or at such other address as the
      Borrower shall designate in writing to Lender. Notice to either party may
      be given using the following delivery methods: U.S. Mail, overnight mail,
      or personal delivery, providing evidence of receipt, to the respective
      parties identified in this Agreement. Delivery by fax or e-mail is not
      considered notice for the purposes of this Promissory
  Note.

            


    

    


    
      	
              7.

            	
              Borrower
      agrees to pay all costs and expenses, including reasonable attorney fees,
      which may be incurred by Lender in the enforcement and defense of the Loan
      Agreement, including such costs and expenses incurred in any
      appeal.

            


    

     

    
      
         

      

      
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              8.

            	
              This
      Promissory Note shall be binding upon the Borrower and its permitted
      successors and assigns and upon Lender and its permitted successors and
      assigns. Without the written consent of Lender, this Promissory Note is
      not assignable or transferable by Borrower either in whole or in part.
      Lender may assign its rights under this Promissory Note for security
      purposes, and in such event the assignee of this Promissory Note shall be entitled to enforce the
      provisions hereof and shall be a third party beneficiary of this
      Promissory Note.

            


    

    


    
      	
              9.

            	
              This
      Promissory Note shall be construed and enforced in accordance with the
      laws of the State of California.

            


    

    


    
      
        	
                Excalibur International Marine
      Corporation

              
	
                Borrower

              
	 
      
	
                   

              
	
                Name
      of Authorized Representative

              
	 
      
	
                   

              
	
                Authorized
      Signature

              
	 
      
	
                Chairman

              
	
                Title

              
	 
      
	
                   

              
	
                Date

              


      

    


    
      
         


      

      
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