ex10_3.htm


     

    
      


       

      THIS
CONVERTIBLE PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED. NO SALE OR DISPOSITION MAY BE EFFECTED EXCEPT IN COMPLIANCE
WITH RULE 144 UNDER SAID ACT OR AN EFFECTIVE REGISTRATION STATEMENT RELATED
THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER, SATISFACTORY TO THE COMPANY,
THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION
LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION.

       

       

      CONVERTIBLE PROMISSORY
NOTE

       

       

      $40,000.00                                                                                                                                       Date
of Note: December 4, 2009

       

       

      FOR VALUE RECEIVED, Dongguan Chditn
Printing Co., Ltd., a corporation organized under the laws of the Peoples’
Republic of China (“Payor”) promises to pay to the order of Linear Capital
Partners, LLC, or its assigns (“Holder”) the principal sum of FORTY
THOUSAND AND NO/00 ($40,000) DOLLARS plus interest of $3,200, or approximately
8% interest per annum. Interest
shall commence with the date hereof and shall continue on the outstanding
principal until paid in full.  The obligations of this Note are due in
full on December 4, 2010 (the “Maturity Date”).

       

      


      1.       Repayment.  All
payments of interest and principal shall be in lawful money of the United States
of America. All payments shall be applied first to accrued interest and
thereafter to principal. Payor may prepay this Note at any time without
penalty.

       

      2.       Place of
Payment. All
amounts payable hereunder shall be payable to Holder at the address it specifies
to Payor in writing.

       

       

      3.       Conversion.

       

       

      (a)           Automatic
Conversion. All
amounts of principal unpaid hereunder shall automatically be converted into
shares of common stock, $0.001 par value, of the Payor’s parent company, Décor
Products International, Inc. (F/K/A Murals by Maurice, Inc.) (“Stock”) at the
then effective Conversion Rate (as defined herein) upon the sale of all or
substantially all, of the assets of the Payor, or the merger, consolidation or
liquidation of Payor where the Payor is not in control of the merged,
consolidated or liquidated entity or other change in control of the Payor
(except for mergers such as those used to effect changes in the state of
incorporation or a conversion of the Payor to another legal entity) (any such
event, a “Change in Control”) where the valuation of the cash, securities and/or
other consideration received by the Payor or its stockholders in such
transaction exceeds $30,000,000.00.  Immediately upon such conversion,
Holder shall surrender this Note at the offices of Payor against delivery of
that number of shares of Stock of Payor equal to the quotient of (x) the
outstanding principal balance due and owing under this Note on the Conversion
Date, divided by (y) the Conversion Rate.

       

       

      (b)           Optional
Conversion by Holder.
All or any portion of the principal amount due and owing under this Note
may be converted at the option of Holder into fully paid and non-assessable
shares of Stock of Décor Products International, Inc. at any time prior to the
Maturity Date upon three (3) days written notice. No optional conversion may be
made if Holder is aware of, or if Payor notified Holder within 30 days of its
conversion election, any event which would require a conversion under section
3(a) above.

       

       

      (c)           Number of
Shares of Stock Converted and Conversion Rate. Upon any conversion of all
or any portion of the Note contemplated in sections 3(a) or (b) above, the
principal amount designated by Holder shall be converted into that number of
shares of Stock determined by dividing (i) the principal amount so elected to be
converted by Holder, by the (ii) then applicable Conversion Rate. If the
conversion is pursuant to section 3(b) and is prior to the Maturity Date, all
accrued interest will continue to accrue; if the conversion is on the Maturity
Date, then clause (i) of this section will include all accrued interest. If a
partial conversion by Holder occurs, Holder shall surrender this Note at the
offices of Payor in exchange for a new Note providing for the payment on the
Maturity Date of all remaining principal and accrued interest due and owing
subsequent to the optional conversion. As used herein, the term “Conversion
Rate” shall mean one dollar ($1.00) per share.  At such time as
such conversion has been effected, the rights of the holder of this Note will
cease with respect to the principal (and interest if applicable)
converted.

       

       

      (d)           Adjustments
to Conversion Rate for Certain Events. The Conversion Rate shall be
subject to adjustment if the number of outstanding shares of Stock of Payor is
increased by a stock dividend, split-up or by a subdivision of equity of Payor,
then, the Conversion Rate shall be appropriately decreased so that the number of
shares of Units issuable on conversion of this Note shall be increased in
proportion to such increase of outstanding shares of Stock.

       

       

      (e)           Fractional
Shares. No
fractional shares shall be issued upon the conversion of this Note. In lieu of
issuing any fractional shares, Payor shall pay to the Holder in cash any
remainder resulting after the number of whole shares is determined as a result
of the conversion.

       

       

      4.       Use of
Proceeds. This
Note represents the debt owed to Holder for unpaid consulting fees.

       

       

      5.       Due
Authorization.
The Payor has the full power and authority to execute and deliver this
Note and to consummate the transactions contemplated on its part hereby and
thereby. The execution, delivery (or filing or adoption, as the case may be),
and performance by the Payor of this Note have been duly authorized. This Note
is a valid and binding agreement of the Payor, enforceable against the Payor in
accordance with its terms, except as limited by bankruptcy, insolvency and other
laws affecting the enforcement of creditors’ rights generally and by equitable
principles in any action (legal or equitable) and by public policy.

       

       

      6.       Waiver. Payor waives presentment and
demand for payment, notice of dishonor, protest and notice of protest of this
Note, and shall pay all costs of collection when incurred, including, without
limitation, reasonable attorneys’ fees, costs and other expenses.

       

       

      7.       Attorney’s
Fees. If Payor
defaults in the payment of principal or interest due on this Note, Holder shall
be entitled to receive and Payor agrees to pay all reasonable costs of
collection incurred by Holder, including, without limitation, reasonable
attorney’s fees for consultation and suit.

       

       

      8.       Governing
Law. This Note
shall be governed by, and construed and enforced in accordance with, the laws of
the State of Florida, excluding conflict of laws principles that would cause the
application of laws of any other jurisdiction. Any action brought to
enforce or interpret this Note shall be brought in the courts located in Broward
County, Florida.

       

       

      9.       Successors
and Assigns. The
provisions of this Note shall inure to the benefit of and be binding on any
successors of Payor and shall extend to any holder hereof. Holder may assign this
Note (or any proceeds therefrom).

       

       

      10.  No
Security or Guaranty.  This Note is meant to be an unsecured
obligation of Payor and is not meant to be guaranteed by any third
party.

       

       

      11.
Event
of Default. Each payor, endorser, and guarantor
waives demand, notice of nonpayment and demand. If any payment due is not made
and remains unpaid for TEN (10) DAYS, it is in default hereof.  Any
such payment in default shall bear interest at 18% per annum.  Should
any payment not be made when due, there shall also be a late charge equal to 5%
of the amount of the installment of principal or interest which is paid after
the due date.  In the event of default hereunder, the entire unpaid
balance hereof shall, at the option of the holder, become due and payable upon
demand. All costs and fees (including reasonable fees and disbursements of legal
counsel) incurred by the holder as the result of any default by anyone liable
hereunder or as the result of any collection effort by the holder shall also be
due and owing to the holder. Failure to exercise any right shall not be deemed a
waiver of the right to exercise the same at any subsequent date, or
event.

       

       

       

       

       

      IN
WITNESS WHEREOF, the Payor has duly executed this Note as of the date first
written above.

       

       

      PAYOR:

       

       

      Dongguan
Chditn Printing Co., Ltd.

       

       

      


       

      ____________________________________

      Liu
Ruisheng, President

       

      


       

       

      Décor
Products International, Inc.

       

       

      


       

      ____________________________________

      Liu
Ruisheng, President

       

      


       

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