exh101.htm


     

    Exhibit 10.1


    


    CONVERTIBLE DEMAND NOTE
entered into Liechtenstein

    


    


    BETWEEN

    


    


    CARNAVON
TRUST REG, a trust legally constituted, having its head office at Aeulestrasse
5, FL-9490 Vaduz, Liechtenstein  herein represented by Werner Keicher,
Director of the trust, duly authorized as he so declares;

    


    


    (the
“Lender”)

    


    AND:

    


    ECOLOCAP SOLUTIONS INC.,
corporation legally constituted under the State of Nevada Laws, having
its head office at 740 St-Maurice, suite 102, Montreal, Quebec, H3C 1L5, herein
represented by Dr. Tri Vu Truong, duly authorized as he so
declares;

    


    


    (the
“Borrower”)

    


    


    


    Make the
following declarations and covenants:

    


     

    LOAN

     

    1)           The
Lender has agreed to advance to the Borrower during the year 2008, a total of
Two Hundred and Fifty Thousand Dollars American ($250,000.00US) (the
“Loan”).

     

    2)           The
said Loan was granted as monetary advances;

     

    3)           The
Borrower recognises that the terms and conditions of the Loan are for the
exclusive benefit of the Lender, and the latter may renounce to it, in whole or
in part, at its sole discretion.

     

    4)           If
the Borrower defaults on any obligation whatsoever in favour of the Lender and,
if at the time of the default, the Lender has not yet paid out the entire
capital amount of the Loan, the Lender may, at its sole discretion and without
prior notice, temporarily delay or definitively cease to pay out any other
amount whatsoever to the Borrower, subject to its other rights and
recourses.

     

     

    INTERESTS, TERM AND REIMBURSEMENT

     

    5)           The
interest rate for the Loan is 10% year, and the amount of accrued interest as of
June 30th, 2009
is 37,500.00USD, said interests being capitalized and is part of the
Loan.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    6)           Interest
shall be calculated monthly, from the first disbursement, on the total capital
amount advance, as well after as before maturity, default or judgment, from the
date of full payment.  Such interest rate is determined upon the basis
of a three hundred and sixty-five (365) day year, the Lender's usual
practice.

     

    7)           The
Loan shall be reimbursable on demand (the “Loan Term”).

     

    8)           All
the payments required under the terms of the present Agreement that have not
been made on schedule shall be subject to the aforesaid interest rate from the
expiry date of all such payments and shall be payable on demand.

     

     

    LOCATION
OF THE PAYMENT

     

    9)           Any
payment to the Lender must be made in American currency at the address of the
Lender or to any other location that the Lender may designate in
writing.

     

     

    ASSIGNMENT OR TRANSFER

     

    10)          The  Borrower
shall  not assign, transfer,  hypothec or otherwise dispose
of the rights it has or may have in relation to the Loan.

    


    11)          The
Lender is allowed to assign, transfer, hypothec or otherwise dispose of the
rights it has or may have in relation to the Loan.

    


     

    TIME

     

    12)          Time
shall be of the essence of this Agreement and the agreement created by the
acceptance thereof.

     

     

    ELECTION
OF DOMICILE

     

    13)          Any
notice given to the Borrower shall be sent at the last address provided in
writing to the Lender.  If the Lender does not find the Borrower at
this address, the may serve or produce any notice or communication addressed to
him at the office of the Superior Court of the District of Montreal where the
Borrower has elected domicile.

     

     

    CONVERSION
OF LOAN

    


    14)          In
the next 90 days the Lender, or any beneficiary of the present agreement, will
have the exclusive right to convert the Loan or a portion of the Loan in
restricted shares of Common Stock (the “Shares”) of the Borrower at a fix
price.

     

     

    
      
        
        

      

      
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    15)          The
Conversion will process following the reception by the Borrower of a notice of
Conversion as provided in schedule 14, send by the Lender at the last known
address of the Borrower (the “Conversion Event”).

    


    16)          The
price for the Shares of the Borrower is equal to the average market closing
price of the Shares of the Borrower during the last 30 days, minus a 10%
discount.

    


    17)          Upon
the Conversion Event, the Borrower shall take all necessary actions to convert
the Loan into Restricted Shares of Common Stock of the Borrower.

     

     

    EFFECTIVE

    


    18)         
The present shall be effective as of its final execution by the
parties.

     

     

    GOVERNING LAW

    


    19)          The
present, as well as the interpretation or construction thereof, the execution or
performance thereof, the application and validity thereof, as well as the
effects thereof, are subject to the applicable laws in force and in effect in
the Liechtenstein, which govern all or part of the provisions
hereof.

     

     

    GENERAL

    


    20)          The
present hereby cancels all prior agreements between the parties relating to the
subject hereof.

    


    


     

    THE
PARTIES HAVE SIGNED THE PRESENT AGREEMENT AS OF ________, 2009.

     

     

    
      
        
          	 	 	 
	 	 	For
      the Borrower	 
	 	 	By:
      TRI VU TRUONG	 
	 	 	Dr.
      Tri Vu Truong, Chief Executive officer 	 
	 	 	 	 


        

      

    

    
      
        
          	 	 	 
	 	 	For
      the Lender	 
	 	 	By:
      WERNER
    KEICHER 	 
	 	 	Werner
      Keicher	 
	 	 	Representative
      of the Lender. 	 


        

      



    



    
      
         


      

      
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    SCHEDULE
14

    NOTICE OF
CONVERSION

    


    


               The
undersigned hereby irrevocably elects, as of ______________,  200_
to
convert $__________ of Convertible Loan into Common Stock of EcoloCap Solutions
Inc. (the "Company") according to the conditions set forth in the Memorandum of
Convertible Loan Agreement dated __________________, and issued by the
Company.

    


    Date of
Conversion________________________________________________

    


    Applicable
Conversion Price________________________________________

    


    Number of
Shares Issuable upon this conversion_______________________

    


    Name
(Print) ______________________________________________________

    


    Address__________________________________________________________

    


    _________________________________________________________________

    


    Phone______________________   Fax_________________________________

    


    


    


    By:
_______________________________

    


    


     

     

     

     

     

    
 


    
      
         


      

      
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