ex10_8.htm


     

    
      

      

    

    
      PROMISSORY
NOTE

      


      $30,000                                                                                      Cornelius,
North Carolina

      February 4, 2010

      


      


              FOR
VALUE RECEIVED, the undersigned, Natural Shrimp Holdings, Inc., a Delaware
corporation (the "Borrower"), promise to pay to JPF Securities Law, LLC, a
Nevada limited liability company (the "Lender"), the principal amount of THIRTY
THOUSAND ($30,000) DOLLARS, together with interest at the rate of six percent
(6%) per annum until paid.   All principal and interest, together
with any and all costs and expenses provided for under this Note, shall be due
and payable in full within ONE YEAR from the date hereof (the "Maturity
Date").

      


      Interest
shall be computed on the basis of a 365-day year or 366-day year as applicable
and actual days lapsed.  All interest due and payable hereunder which
is not paid when due for any reason shall be cumulated and accrue interest at
the rate hereunder.

      


              1.     This
Promissory Note (the “Note”) is issued to the Lender in connection with the
legal services provided to the Borrower for a going public
transaction.

      


              2.     Payment
under this Note shall be made to the Lender, in lawful money of the United
States of America and in immediately available funds delivered to the Lender at
the offices of the Lender at its then principal place of business or at such
other place as the Lender or any holder hereof shall designate in writing for
such purpose from time to time. If the payment under this Note otherwise would
become due and payable on a Saturday, Sunday or legal holiday, the due date
thereof shall be extended to the next day which is not a Saturday, Sunday or
legal holiday, and interest shall be payable thereon during such extension. All
amounts due under this Note shall be payable without defense, set off or
counterclaim.

      


              3.     Payment
under this Note shall be applied in the following order: (i) to the payment of
interest on the Note; (ii) to the payment of costs and expenses which the
Borrower is required to pay pursuant to the provisions of this Note; (iii) to
the payment of outstanding principal.

      


              4.     This
Note may be prepaid in whole, but not in part, at any time upon not less than
five (5) days written notice of the Borrower's intention to make any such
prepayment, which notice shall specify the date of such prepayment.

      


              5.     Upon
the occurrence of any of the following (each an "Event of Default"), all unpaid
principal, accrued interest and other amounts owing hereunder shall, at the
option of the Lender, and, in the case of an Event of Default pursuant to (a),
(b) or (c) below, automatically, be immediately due, payable and collectible by
the Lender pursuant to applicable law. The Lender shall have all rights and may
exercise any remedies available to it under law, successively or concurrently.
The Borrower expressly acknowledges and agrees that the Lender shall have the
right to offset any obligations of the Borrower hereunder against other amounts
that may be payable to the Borrower by the Lender:

      


              (a)   Failure
to make the principal or interest payment by the due date (whether by
acceleration or otherwise);

      


              (b)
The Borrower commences or proposes to commence any bankruptcy, reorganization,
arrangement or adjustment of debt, relief of debtors, dissolution, insolvency or
liquidation or similar proceeding under any federal, state or other law for the
relief of debtors (an "Insolvency Proceeding"); The Borrower fails to obtain the
dismissal, within thirty (30) days after the commencement thereof, of any
Insolvency Proceeding instituted by one or more third parties, fails actively to
oppose any such Insolvency Proceeding, or, in any such Insolvency Proceeding,
defaults or files an answer admitting the material allegations upon which such
Insolvency Proceeding was based or alleges its willingness to have an order for
relief entered;

      


              (c)  Any
receiver, trustee or custodian is appointed by a court of competent jurisdiction
to take possession of all or any substantial portion of the assets of the
Borrower, the holder of this Note may, at its option, without notice to or
demand upon the Borrower or any other party, declare immediately due and payable
the entire principal balance hereof together with all accrued and unpaid
interest thereon, plus any other amounts then owing pursuant to this Note,
whereupon the same shall be immediately due and payable; provided that upon the
occurrence of an Event of Default under clause (ii) above, the unpaid principal
amount hereof shall become immediately due and payable without presentment,
demand, protest of notice of any kind in connection with this Note. In addition,
upon the occurrence of an Event of Default, interest shall thereafter accrue on
the entire unpaid principal balance under this Note at the rate of eighteen
percent (18%) per annum (on the basis of a 360-day year and the actual number of
days elapsed) or the highest amount legally permissible. On each anniversary of
the date of any Event of Default, all interest which has become payable and is
then delinquent shall, without curing the default under this Note by reason of
such delinquency, be added to the principal amount due under this Note, and
shall thereafter bear interest at the same rate as is applicable to principal,
with interest on overdue interest to bear interest, in each case to the fullest
extent permitted by applicable law, both before and after default, maturity,
foreclosure, judgment and the filing of any petition in a bankruptcy proceeding.
In no event shall interest be charged under this Note which would violate any
applicable law. If the rate of interest provided for herein would otherwise
exceed the maximum rate permitted by applicable law, then the interest rate
shall be reduced to the maximum rate permitted by applicable law;

      


              6.     No
waiver or modification of any of the terms of this Note shall be valid or
binding unless set forth in a writing specifically referring to this Note and
signed by a duly authorized officer of the Lender or any holder of this Note,
and then only to the extent specifically set forth therein.

      


              7.     If
any default occurs in any payment due under this Note, the Borrower and all
guarantors and endorsers hereof, and their successors and assigns, promise to
pay all costs and expenses, including attorneys' fees, incurred by each holder
hereof in collecting or attempting to collect the indebtedness under this Note,
whether or not any action or proceeding is commenced. None of the provisions
hereof and none of the holder's rights or remedies under this Note on account of
any past or future defaults shall be deemed to have been waived by any
indulgence granted by the holder to the Borrower.

      


              8.     The
Borrower and all guarantors and endorsers hereof, and their successors and
assigns, hereby waive presentment, demand, diligence, protest and notice of
every kind, and agree that, they shall remain liable for all amounts due under
this Note notwithstanding any extension of time or change in the terms of
payment of this Note granted by any holder hereof, any change, alteration or
release of any property now or hereafter securing the payment hereof or any
delay or failure by the holder hereof to exercise any rights under this Note.
The Borrower and all guarantors and endorsers hereof, and their successors and
assigns, hereby waive the right to plead any and all statutes of limitation as a
defense to a demand under this Note to the full extent permitted by
law.

      


              9.   This
Note shall inure to the benefit of the Lender, its successors and assigns and
shall bind the heirs, executors, administrators, successors and assigns of the
Borrower. Each reference herein to powers or rights of the Lender shall also be
deemed a reference to the same power or right of such assignees, to the extent
of the interest assigned to them.

      


              10.   In
the event that any one or more provisions of this Note shall be held to be
illegal, invalid or otherwise unenforceable, the same shall not affect any other
provision of this Note and the remaining provisions of this Note shall remain in
full force and effect.

      


              11.   This
Note shall be governed by and construed in accordance with the laws of the State
of Delaware, without giving effect to the principles thereof relating to
conflicts of law; provided, that the Lender and each holder hereof reserves any
and all rights it may have under federal law, including without limitation those
relating to the charging of interest.

      


      IN WITNESS WHEREOF, the Borrower has
caused this Promissory Note to be duly executed the day and year first above
written.

      


      


      BORROWER,

      


      


      Natural
Shrimp Holdings, Inc.

      


      By: /s/ Bill Williams

      Bill
Williams

      CEO