Exhibit 10.3 Promissory Note WGN to WNG




PROMISSORY
NOTE

 

$1,100,000.00                                                                                         April 1,
2005




 

 

        FOR VALUE RECEIVED,
Weider Global Nutrition, LLC, a Nevada limited liability company (the
“Maker”), hereby promises
to pay to the order of Weider Nutrition Group, Inc., a Utah corporation (the
“Holder”), or the Holder’s
registered assigns, the principal sum of One Million One Hundred Thousand
Dollars (U.S. $1,100,000) in the manner set forth in this promissory note (this
“Note”).

 

1.  Interest. Interest on the
unpaid principal balance of this Note shall accrue at the rate of four percent
(4%) per annum from the date hereof through the date the principal of this Note
is paid in full, and such interest shall accrue on the basis of actual days
based on a 365-day year. Interest shall be payable in monthly installments in
accordance with the amortization schedule set forth on Exhibit A attached
hereto.

 

2.  Prepayment. This Note may be
prepaid at the option of Maker at any time in whole or in part from time to time
without premium or penalty. Any prepayment hereunder shall be credited first on
interest then accrued and the remainder on principal; and interest shall
thereupon cease to accrue upon the principal so credited.

 

3.  Payments. This Note shall
be payable in monthly installments of Fifty Thousand Dollars ($50,000) plus
interest accrued to date. Payments under this Note shall be due on the last
business day of each month.

 

4.  Payments. All payments of
principal due in respect of this Note shall be made without deduction, defense,
set off or counterclaim, in lawful money of the United States of America, and in
same day funds and delivered to the Holder by check or wire transfer (as
determined by Holder) to such place as shall be designated by written notice by
the Holder to Maker for such purpose.

 

5.  Events of
Default. If any Event of
Default (as defined below) occurs, the entire unpaid principal balance and
accrued interest payable hereunder shall automatically become immediately due
and payable without presentment, demand or notice of any kind, all of which are
hereby expressly waived by Maker. “Event of
Default” shall mean any of
the following events: 

 

(a)  If default shall be
made in the due and punctual payment of any principal on the Note when and as
the same shall become due and payable, and such default shall have continued for
a period of five (5) days following written notice by Holder to Maker of such
default in the punctual payment when due and payable; or

 

(b)  If Maker shall (i)
file a petition seeking relief for itself under Title 11 of the United States
Code, as now constituted or hereafter amended, or file an answer consenting to,
admitting the material allegations of, or otherwise not controverting, or fail
timely to controvert, a petition filed against it seeking relief under Title 11
of the United States Code, as now constituted or hereafter amended, or (ii) file
such a petition or answer with respect 

 






















to
relief under the provisions of any other now existing or future applicable
bankruptcy, insolvency, or other similar law of the United States of America, or
State thereof, or of any other country or jurisdiction providing for the
reorganization, winding-up or liquidation of corporations or an arrangement,
composition, extension or adjustment with its creditors; or

 

(c)  If an order for
relief shall be entered against Maker under Title 11 of the United States Code,
as now constituted or hereafter amended, which order is not stayed; or upon the
entry of an order, judgment or decree by operation of law, or by a court having
jurisdiction in the premises which is not stayed, adjudging it as bankrupt or
insolvent under, or ordering relief against it under, or approving as properly
filed a petition seeking relief against it under, the provisions of any other
now existing or future applicable bankruptcy, insolvency or other similar law of
the United States of America or any State thereof, or of any other country or
jurisdiction providing for the reorganization, winding-up or liquidation of
corporations or any arrangement, composition, extension or adjustment with
creditors, or appointing a receiver, liquidator, assignee, sequestrator, trustee
or custodian of Maker or any substantial part of its property, or ordering the
reorganization, winding-up or liquidation of its affairs or upon the expiration
of thirty (30) days after the filing of any involuntary petition against it
seeking any of the relief specified in paragraph (b) above or this paragraph (c)
without the petition being dismissed prior to that time; or

 

(d)  If Maker shall (i)
make a general assignment for the benefit of its creditors, (ii) consent to the
appointment of or taking possession by a receiver, liquidator, assignee,
sequestrator, trustee or custodian of Maker of all or a substantial part of its
property, or (iii) admit its insolvency or inability to pay its debts generally
as such debts become due, or (iv) fail generally to pay its debts as such debts
become due, or (v) take any action (or if such action is taken by its directors
or stockholders) looking to the dissolution or liquidation of
Maker.

 

6.  Full
Recourse. Maker
acknowledges and agrees that this Note is a “full recourse” promissory note.


 

7.  Enforcement. If any one or
more Events of Default shall have occurred, the Holder may proceed to protect
and enforce the rights of the Holder by suit in equity or action at law or the
employment of any other available right or remedy, as the Holder shall deem most
effective to protect and enforce any such rights. Maker promises to pay all
costs and expenses, including reasonable attorneys’ fees and expenses, incurred
in the collection and enforcement of this Note. Maker and endorsers of this Note
hereby consent to renewals and extensions of time at or after the maturity
hereof, without notice, and hereby waive diligence, presentment, protest, demand
and notice of every kind and, to the full extent permitted by law, the right to
plead any statute of limitations as a defense to any demand
hereunder.

 


8.  Expenses. If Holder brings
any successful action against Maker with respect to an Event of Default or any
of Holder’s other rights under this Note, Maker shall reimburse all of Holder’s
reasonable costs and expenses (including, without limitation, the payment of all
reasonable attorneys’ fees).


 




















 

 

9.  Waivers and
Amendments. This Note may be
amended only with the written consent of the Holder and Maker.

 

10.  
Usury
Limitation. If it is
determined by a court of competent jurisdiction that the interest payable
hereunder is in excess of the amount which the Holder may legally collect under
the then applicable usury laws, such amount which would be excessive interest
shall be applied to the payment of the unpaid principal balance due hereunder
and not to the payment of interest or, if all principal shall previously have
been paid, promptly repaid by the Holder to Maker.

 

11.  
Governing
Law. This Note shall
be governed by, and construed and enforced in accordance with, the internal laws
(but not the law of choice of laws) of the State of California.

 







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IN
WITNESS WHEREOF, Maker has caused this Note to be executed and delivered by as
of the day and year first written above.

 

WEIDER
GLOBAL NUTRITION, LLC







                            /s/:                         

                                            Name:

                                            Title: