Unassociated Document


    Exhibit
10.5

     

    PREMIUM
SECURED CONVERTIBLE NOTE AGREEMENT

    
      
        

      

    

    


    


    This
Convertible Note Agreement ("Agreement") is made and effective on June 30, 2009,

    


    


    
      	
              BETWEEN:

            	
              GENMED HOLDING CORP.
      (the "Company"), a corporation organized and existing under the laws of
      the State of Nevada, with its head office located
  at:

            


    

    


    
      	
               
      

            	
              Röntgenlaan
      27

            


    

    
      	
               
      

            	
              2719
      DX  Zoetermeer

            


    

    
      	
               
      

            	
              Netherlands

            


    

    


    


    
      	
              AND:

            	
              G.M.W. HIBMA ("Note
      Holder 1"), an individual residing
at:

            


    

    


    
      	
               
      

            	
              Langestammerdijk
      31

            


    

    
      	
               
      

            	
              1109
      BL  Amsterdam

            


    

    
      	
               
      

            	
              Netherlands

            


    

    


    
      	
              AND:

            	
              TOTAL LOOK B.V. ("Note
      Holder 2"), a corporation organized and existing under the laws of the
      Netherlands, with its head office located
at:

            


    

    


    
      	
               
      

            	
              Langestammerdijk
      31

            


    

    
      	
               
      

            	
              1109
      BL  Amsterdam

            


    

    
      	
               
      

            	
              Netherlands

            


    

    


    WHEREAS,
as per June 30, 2009, the Company owes Note Holder 1, a total amount of $712,610.97 of which
$601,808.82 was lent by Note Holder 1 to the Company, during the period till
March 31, 2008, to fund the Company’s operations and $110,802.15 is for unpaid
interest for these loans. These loans are unsecured and bears an annual interest
of 8%.

    


    WHEREAS,
as per June 30, 2009, the Company owes Note Holder 2, a total amount of
€151,134.75 of which €143,636.47 was lent by Note Holder 2 to the Company to
fund the Company’s operations and €7,498.28 is for unpaid interest for this
loan. At June 30, 2009 these amounts were converted into US Dollars, according
Oanda’s EUR/USD exchange rate of 1,40484, which resulted in a total amount in US
Dollars owed to Note Holder 2 of $212,320.15 of which
$201,786.26 is for the loan and $10,533.89 for unpaid interest.

    


    WHEREAS,
as per June 30, 2009, both loans and interest payable are in default and due to
be repaid to the Note Holders

    


    WHEREAS,
both Note Holder 1 and Note Holder 2 are willing to combine and to consolidate
their loans and interest receivable, as per June 30, 2009, from the Company and
to enter into one Convertible Debenture for the sum of the total amounts
receivable by Note Holder 1 and Note Holder 2, together being $924,931.12.

    


    WHEREAS,
the Company is prepared to grant the request of the Note Holders to convert, to
combine and to consolidate their amounts receivable from the Company into one
new 100% Premium Secured Convertible Promissory Note and issue this to TOTAL
LOOK BV.

    


    In
consideration of the mutual covenants and conditions herein contained, the
parties hereby agree, represent and warrant as follows:

     

      
        

      

    

    
      	
              Convertible
      Note Agreement

            	
              Page
      1 of 6

            


    


    
      
         


      

      
         


        
        

      

      
         


      

    

    


    
      	
              1.

            	
              ISSUE
      OF NOTES

            


    

    


    
      	
               
      

            	
              a.

            	
              The
      Company will authorize the issuance of a 100% Premium Secured Convertible
      Note (hereinafter called "Note") in the aggregate principal amount of
      $925,000
      (nine-hundred and twenty-five thousand US Dollars)  to be dated
      JUNE 30, 2009 and to mature on JUNE 30, 2010, bearing interest on the
      unpaid principal thereof at the rate of 8% per annum until maturity,
      payable on JUNE 30, 2010.

            


    

    


    
      	
               
      

            	
              b.

            	
              For
      the purposes of calculating interest for any period for which the interest
      shall be payable, such interest shall be calculated on the basis of a 30
      day month and a 365 day year. The Company will promptly and punctually pay
      to Note Holder or its nominee the interest on the Note held by Note Holder
      without presentment of the Note. In the event the Company defaults on any
      installment of interest or principal, then the Holder of the Note may, at
      his option, without notice, declare the entire principal and the interest
      accrued thereon immediately due and payable and may proceed to enforce the
      collection thereof.

            


    

    


    
      	
               
      

            	
              c.

            	
              The
      Company will also authorize the issuance of 23,125,000 shares of its
      common stock (hereinafter called "The Stock") and will authorize the
      issuance of and reserve for such purchase such a number of additional
      shares of common stock (hereinafter called the "Conversion Stock") as may
      from time to time be the maximum number required for issuance upon
      conversion of the Notes pursuant to the conversion privileges hereinafter
      stated.

            


    

    


    


    
      	
              2.

            	
              SALE
      AND PURCHASE OF NOTES AND STOCK

            


    

    


    The
Company will sell the Note to the Note Holder, who agrees to have purchased the
principal amount of the Note, subject to the terms and conditions hereof and in
reliance upon the representations and warranties of the Company contained
herein.

    


    


    
      	
              3.

            	
              REPRESENTATIONS
      AND WARRANTIES BY THE COMPANY

            


    

    


    
      	
               
      

            	
              a.

            	
              Company
      is a corporation duly organized and existing in good standing under the
      laws of the State of NEVADA has the corporate power to own its own
      property and to carry on in the business as it is now being
      conducted.

            


    

    


    
      	
               
      

            	
              b.

            	
              There
      is no action or proceeding pending or, to the knowledge of the Company,
      threatened against the Company before any court or administrative agency,
      the determination of which might result in any material adverse change in
      the business of the Company.

            


    

    


    
      	
               
      

            	
              c.

            	
              The
      Company has title to the respective assets including the assets reflected
      on the financial statements for the period ending MARCH 31, 2009 and which
      assets are subject to no liens, mortgages, encumbrances or
      charges.

            


    

    


    
      	
               
      

            	
              d.

            	
              The
      Company is not a party to any contract or agreement or subject to any
      restriction which materially and adversely affects its business, property
      or assets, or financial condition, and neither the execution nor delivery
      of this Agreement, nor the confirmation of the transactions contemplated
      herein, nor the fulfillment of the terms hereof, nor the compliance with
      the terms and provisions hereof and of the Note, will conflict with or
      result in the breach of the terms, conditions or provisions or constitute
      a default, under the Articles of Incorporation or Code of Regulations of
      the Company or of any Agreement or instrument to which the Company is now
      a party.

            


    

    


    
      	
               
      

            	
              e.

            	
              The
      Company has not declared, set aside, paid or made any dividend or other
      distributions with respect to its capital stock and has not made or caused
      to be made directly or indirectly, any payment or other distribution of
      any nature whatsoever to any of the holders of its capital stock except
      for regular salary payments for services rendered and the reimbursement of
      business expenses.

            


    

     

    
      

    

    
      	
              Convertible
      Note Agreement

            	
              Page 2
      of 6

            


    


    
      
         


      

      
         


        
        

      

      
         


      

    


    
      	
               
      

            	
              f.

            	
              The
      Company owns or possesses adequate licenses or other rights to use, all
      patents, trademarks, trade names, trade secrets, and copyrights used in
      its business. No one has asserted to the Company that its operations
      infringe on the patents, trademarks, trade secrets or other rights
      utilized in the operation of its
business.

            


    

    
 

    
      	
              4.

            	
              REPRESENTATIONS
      AND WARRANTIES BY THE NOTE HOLDERS

            


    

    


    The Note
Holder represent and warrant that:

    


    
      	
               
      

            	
              a.

            	
              The
      Note Holder is subscribing for the Note and Stock for investment purposes
      and not with the view to or for sale in connection with any distribution
      thereof and that they have no present intent to sell, give or otherwise
      transfer the Notes or Stock.

            


    

    


    
      	
               
      

            	
              b.

            	
              The
      Note Holder state he is a resident of the
  NETHERLANDS.

            


    

    


    
      	
               
      

            	
              c.

            	
              The
      Note Holder understand that this is a highly speculative investment in a
      Company which is insolvent both from a legal and an equity
      standpoint.

            


    

    


    
      	
               
      

            	
              d.

            	
              Note
      Holder state that he will be active in the affairs of the business of the
      Company.

            


    

    


    


    
      	
              5.

            	
              PREPAYMENT
      OF THE NOTES

            


    

    


    The
Company shall have the right to make prepayments on principal of the Notes at
any time. Such prepayment shall be accompanied by a payment of all accrued
interest to date. There shall be no premium for the amount so
prepaid.

    


    


    
      	
              6.

            	
              CONVERSION

            


    

    


    
      	
               
      

            	
              a.

            	
              The
      Holder of the Note at any time up to and including the maturity date (or,
      as to the Note to which notice of prepayment shall have been given, at any
      time up to the close of business on the third business day prior to the
      day fixed for prepayment) but not thereafter may convert the Note in whole
      or in part into as many fully paid and non-assessable shares of Common
      Stock of the Company as the principal amount of the Note so converted at a
      multiple of $0.04 per share (“the Fixed Conversion Price”) upon surrender
      of the certificate representing the Note to the Company at its principal
      office in the City of ZOETERMEER. If the Note shall be converted in part,
      the Company shall, at its option and without charge to the Holder, either
      (I) execute and deliver to the Holder a Note for the balance of the
      principal amount so converted, or (ii) make note thereon of the principal
      of the amount converted.

            


    

    
        

    

    
      	
               
      

            	
              b.

            	
              Upon
      conversion of the Note, all accrued and unpaid interest on the principal
      amount converted shall be paid to the Holder by the
    Company.

            


    

    


    
      	
               
      

            	
              c.

            	
              The
      Company shall take all necessary steps to maintain the registration for
      the shares held subject to the conversion privilege as described in this
      section.

            


    

    


    
      	
               
      

            	
              d.

            	
              In
      the case the Company shall issue or sell any share of its Common Stock
      (other than the Stock Shares issued upon conversion of the Note) without
      consideration or for consideration per share less than the conversion
      price of $0,04 per share, then forthwith upon such issuance or sale, the
      conversion price of the Note shall be adjusted to the price equal to the
      price for which the Company shall issue or sell any share of its Common
      Stock.

            


    

    


    
      	
               
      

            	
              e.

            	
              In
      case the Company shall at any time divide its outstanding shares of Common
      Stock into a greater number of shares, the conversion price in effect
      immediately prior to such subdivision should be proportionately reduced,
      and, conversely, in the case of outstanding shares of Common Stock of the
      Company shall be combined into a smaller number of shares, the actual
      conversion price in effect immediately prior to such combination shall be
      proportionately increased.

            


    

     

    
      
        

      

      
        	
                Convertible
      Note Agreement

              	
                Page 3
      of 6

              


      

    

    
      
         


      

      
         


        
        

      

      
         


      

    

    


    
      	
               
      

            	
              f.

            	
              No
      fractional share of Common Stock shall be issued upon conversion of the
      Note. If any the Holder of the Note shall have converted the Note held by
      him other than a principal amount so small that less than a whole share of
      Common Stock would be issuable upon conversion thereof, the Company may
      elect to prepay such balance, with interest accrued thereon to the date
      fixed for prepayment, or  leave the same outstanding until the
      maturity of the Note.

            


    

    


    
      	
               
      

            	
              g.

            	
              In
      any reclassification or change of outstanding shares of Common Stock
      issuable upon conversion of the Note (other than a change in stated value
      or from no par to par value) or in the case of any consolidation or merger
      of the Company with any other corporation, or in the case of the sale and
      conveyance to another corporation or person of the property of the Company
      in its entirety or substantially as an entirety, the Company shall, as a
      condition precedent to such transaction, case effective provisions to be
      made that the Holder of the Note then outstanding shall have the right
      thereafter to convert the Note into the kind and amount of shares of Stock
      and other securities and property receivable upon such reclassification,
      change, consolidation, merger, sale or conveyance by a Holder of the
      number of shares of Common Stock in the Company into which the Note might
      have been converted immediately prior to such reclassification, change,
      consolidation, merger, sale or
conveyance.

            


    

    


    


    
      	
              7.

            	
              COVENANTS

            


    

    


    
      	
               
      

            	
              a.

            	
              The
      Company covenants that so long as the Note is in existence, it will
      deliver to the Holder thereof (i) as soon as practical, after the end of
      such quarterly period, in each fiscal year, consolidated income and
      surplus statements of the Company; (ii) as soon as practical , after the
      end of each fiscal year, a consolidated income and surplus statement of
      the Company, and (iii) with reasonable promptness, such other financial
      data as the Holder may request in
writing.

            


    

    
      	
               
      

            	
              b.

            	
              The
      Company covenants that, so long as the Note is outstanding, it will permit
      the Holder of the Note to visit and inspect, at the Holder's expense, any
      of the property of the Company, including its books and records, and to
      discuss affairs, finances and accounts with its
  officers.

            


    

    


    
      	
               
      

            	
              c.

            	
              The
      Company covenants that, without the written consent of the Holder of the
      principal amount of the Note, it will
not:

            


    

    


    
      	
               
      

            	
              i

            	
              Create
      or suffer to exist any mortgage, pledge, encumbrance, lien or charge of
      any kind on any of its properties or assets, whether now owned or
      hereafter acquired except for (i) mortgages, encumbrances, liens or
      charges which are now in existence; (ii) mortgages, liens, charges and
      encumbrances (a) for taxes, assessments or governmental charges or levies
      on property of the Company if the same shall not be due or delinquent or
      thereafter can be paid without penalty, or being contested in good faith
      and by appropriate proceedings; (b) of mechanics and material men for sums
      not yet due or being contested in good faith and by appropriate
      proceedings; or (c) in connection with workers' compensation, unemployment
      insurance and other state employment
  legislation.

            


    

    


    
      	
               
      

            	
              ii

            	
              Assume,
      guarantee, endorse or otherwise become liable in connection with the
      obligations, stock or dividends of any person, firm or corporation except
      in the ordinary course of business by endorsement of a negotiable
      instrument in the course of
collection.

            


    

    


    
      	
               
      

            	
              iii

            	
              Merge
      or consolidate with any other corporation or sell, lease or transfer or
      otherwise dispose of all or a substantial part of its assets to any
      person, firm or corporation.

            


    

     

    
      
        

      

      
        	
                Convertible
      Note Agreement

              	
                Page 4
      of 6

              


      

    

    
      
         


      

      
         


        
        

      

      
         


      

    

     

    
      	
              8.

            	
              EVENT
      OF DEFAULT

            


    

    


    
      	
               
      

            	
              a.

            	
              The
      breach of any of the events or conditions contained in Section 7 of this
      Agreement shall constitute an event of default under this Agreement. The
      Holders of the Note may give written notice of such breach and if the
      Company shall within 45 days after receipt of such written notice have
      failed to correct such occurrence or condition, then the Holder of the
      Note may, at its option and without notice, declare the entire principal
      and interest accrued thereon immediately due and payable and may proceed
      with collection.

            


    

    


    
      	
               
      

            	
              b.

            	
              If
      the Company has made a material misrepresentation in connection with this
      Agreement or with the transactions contemplated by this Agreement, or if
      the Company makes an assignment for the benefit of creditors, or a trustee
      or receiver is appointed for the Company; or if any proceeding involving
      the Company is commenced under any bankruptcy, reorganization,
      arrangement, insolvency, statute or law, such event shall be deemed a
      default which will immediately entitled the Holder of the Note, at their
      option and without notice, to declare the entire amount of interest
      accrued thereon immediately due and payable and proceed to enforce the
      collection thereof.

            


    

    


    
      	
               
      

            	
              c.

            	
              In
      case of default in the payment of any installment or principal, the Holder
      of the Note may, at their option and without notice, declare the entire
      principal and the interest accrued thereof immediately due and payable and
      may proceed to enforce the collection
thereof.

            


    

    


    


    
      	
              9.

            	
              MISCELLANEOUS

            


    

    


    
      	
               
      

            	
              a.

            	
              Any
      and all notices, approvals or other communications to be sent to the
      parties shall be deemed validly and properly given if made in writing and
      delivered by hand or by registered or certified mail, return receipt
      requested, and addressed to the Company at its principal office or to the
      Holder of the Note at the addresses given to the Company by the Note
      Holder.

            


    

    


    
      	
               
      

            	
              b.

            	
              This
      Agreement may not be modified, amended or terminated except by written
      agreement executed by all the parties
hereto.

            


    

    


    
      	
               
      

            	
              c.

            	
              The
      waiver of any breach or default hereunder shall not be considered valid
      unless in writing and signed by the party giving such notice and no waiver
      shall be deemed a waiver of any subsequent breach or default of
      same.

            


    

    


    
      	
               
      

            	
              d.

            	
              The
      paragraph headings contained herein are for the purpose of convenience
      only and are not intended to define or limit the contents of
      such.

            


    

    


    
      	
               
      

            	
              e.

            	
              The
      validity, construction, interpretation and enforceability of this
      Agreement and the Notes executed pursuant to this Agreement shall be
      determined and governed by the laws of the State of
      NETHERLANDS.

            


    

    


    
      	
               
      

            	
              f.

            	
              This
      Agreement shall be binding upon and inure to the benefit of the company
      and its successors and assigns.

            


    

    


    
      	
               
      

            	
              g.

            	
              This
      Agreement may be executed in one or more counterparts, each of which shall
      be deemed an original.

            


    

    


    
      

    

    
      	
              Convertible
      Note Agreement

            	
              Page 5
      of 6

            


      
        
           


        

        
           


          
          

        

        
           


        

      

    

     

    IN
WITNESS WHEREOF, Company and Note Holders have executed this agreement at
ZOETERMEER on JUNE 30, 2009.

    


    


    
      
        
          
            
              
                
                  
                    	
                            COMPANY

                          	 
      	
                            NOTE
      HOLDER 1

                          
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                            Authorized
      Signature

                          	 
      	
                            Authorized
      Signature

                          
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                            Print
      Name and Title

                          	 
      	
                            Print
      Name and Title

                          
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                            NOTE
      HOLDER 2

                          
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                            Authorized
      Signature

                          
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                            Print
      Name and
Title

                          


                  

                

              

            

          

        

      

    

    


    


    
      

    

    
      	
              Convertible
      Note Agreement

            	
              Page 6
      of 6