Line of Credit Promissory Note, dated 12/5/05



 EXHIBIT 10.1 
  
 SUMMIT BANK 
  
 PROMISSORY NOTE 
  

															
	Principal

	  	Loan Date

	  	Maturity

	  	Loan No.

	  	Call/Coll

	  	Account

	  	Officer

	  	Initials


	$900,000.00	  	12-05-2005	  	12-05-2006	  	14749501	  	4A/420	  	 	  	JBM	  	 

  
 References in the
shaded area are for Lender’s use only and do not limited the applicability of this document to any 
 particular loan or item. Any item
above containing “***” has been omitted due to text length limitations. 
  

							
	Borrower:	  	 Royal BodyCare, Inc.
 2301 Crown
Court
 Irving, TX 75038-4305
	  	Lender:        	  	 Summit Bank N.A.
 Euless
 350 Westpark Way, Suite 202
 Euless, TX
76040

				
	Principal Amount:	  	$900,000.00	  	 	  	Date of Note: December 5, 2005

  
 PROMISE TO PAY. ROYAL BODYCARE,
INC. (“Borrower”) promises to pay to SUMMIT BANK N.A. (“Lender”), or order, in lawful money of the United Stales of America, the principal amount of Nine Hundred Thousand & 00/100 Dollars ($900,000.00) or so much as may
be outstanding, together with Interest on the unpaid outstanding principal balance of each advance. Interest shall be calculated from the date of each advance until repayment of each advance or maturity, whichever occurs first. The interest rate
will not increase above 18.000%. 
  
 CHOICE OF USURY CEILING AND INTEREST
RATE. The interest rate on this Note has been implemented under the “Quarterly Ceiling” as referred to in Section 303.006 of the Texas Finance Code. The terms, including the rate, or index, formula, or provision of law used to
compute the rate on the Note, will be subject to revision as to current and future balances, from time to time by notice from Lender in compliance with Section 303.103 of the Texas Finance Code. 
  
 PAYMENT. Borrower will pay this loan in full immediately upon Lender’s demand. If no
demand is made, Borrower will pay this loan in one payment of all outstanding principal plus all accrued unpaid interest on December 5, 2006. In addition, Borrower will pay regular monthly payments of all accrued unpaid interest due as of each
payment date, beginning January 5, 2006, with all subsequent interest payments to be due on the same day of each month after that. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid
interest; then to principal; and then to any unpaid collection costs. The annual interest rate for this Note is computed on a 365/360 basis; that is, by applying the ratio of the annual interest rate over a year of 360 days, multiplied by the
outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding, unless such calculation would result in a usurious rate, in which case interest shall be calculated on a per diem basis of a year of 365 or
366 days, as the case may be. Borrower will pay Lender at Lender’s address shown above or at such other place as Lender may designate in writing. Notwithstanding any other provision of this Note, Lender will not charge interest on any
undisbursed loan proceeds. No scheduled payment, whether of principal or interest or both, will be due unless sufficient loan funds have been disbursed by the scheduled payment date to justify the payment. 
  
 VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from time
to time based on changes in an independent index which is the Wall Street Prime Rate as published in the Wall Street Journal (the “Index”). The Index is not necessarily the lowest rate charged by Lender on its loans. If the Index becomes
unavailable during the term of this loan, Lender may designate a substitute index after notice to Borrower. Lender will tell Borrower the current Index rate upon Borrower’s request. The interest rate change will not occur more often than each
day. Borrower understands that Lender may make loans based on other rates as well. The interest rate to be applied prior to maturity to the unpaid principal balance of this Note will be at a rate of 1.000 percentage point over the Index.
Notwithstanding the foregoing, the variable interest rate or rates provided for in this Note will be subject to the following maximum rate. NOTICE: Under no circumstances will the interest rate on this Note be more than (except for any higher
default rate or Post Maturity Rate shown below) the lesser of 18.000% per annum or the maximum rate allowed by applicable law. For purposes of this Note, the “maximum rate allowed by applicable law” means the greater of (A) the
maximum rate of interest permitted under federal or other law applicable to the indebtedness evidenced by this Note, or (B) the “Quarterly Ceiling” as referred to in Section 303.006 of the Texas Finance Code. 








 PROMISSORY NOTE 
 (Continued) 
  

 PREPAYMENT. Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the
date of the loan and will not be subject to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law. Except for the foregoing, Borrower may pay without penalty all or a portion of the amount owed
earlier than it is due. Prepayment in full shall consist of payment of the remaining unpaid principal balance together with all accrued and unpaid interest and all other amounts, costs and expenses for which Borrower is responsible under this Note
or any other agreement with Lender pertaining to this loan, and in no event will Borrower ever be required to pay any unearned interest. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower’s obligation
to continue to make payments of accrued unpaid interest. Rather, early payments will reduce the principal balance due. Borrower agrees not to send Lender payments marked “paid in full”, “without recourse”, or similar language. If
Borrower sends such a payment, Lender may accept it without losing any of Lender’s rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts,
including any check or other payment instrument that indicates that the payment constitutes “payment in full” of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be
mailed or delivered to: SUMMIT BANK N.A., P0 BOX 2348, FORT WORTH, TX 76113. 
  
 POST MATURITY RATE. The Post Maturity Rate on this Note is the lesser of the maximum rate allowed by law or 18.000% per annum. Borrower will pay interest on all sums due after final maturity, whether by acceleration or
otherwise, at that rate. 
  
 LENDER’S RIGHTS. Upon default, Lender may
declare the entire indebtedness, including the unpaid principal balance on this Note, all accrued unpaid interest, and all other amounts, costs and expenses for which Borrower is responsible under this Note or any other agreement with Lender
pertaining to this loan, immediately due, without notice, and then Borrower will pay that amount. 
  
 ATTORNEYS’ FEES; EXPENSES. Lender may hire an attorney to help collect this Note if Borrower does not pay, and Borrower will pay Lender’s reasonable attorneys’ fees. Borrower also will pay Lender
all other amounts Lender actually incurs as court costs, lawful fees for filing, recording, releasing to any public office any instrument securing this Note; the reasonable cost actually expended for repossessing, storing, preparing for sale, and
selling any security; and fees for noting a lien on or transferring a certificate of title to any motor vehicle offered as security for this Note, or premiums or identifiable charges received in connection with the sale of authorized insurance.

  
 GOVERNING LAW. This Note will be governed by federal law applicable to
Lender and, to the extent not preempted by federal law, the laws of the State of Texas without regard to its conflicts of law provisions. This Note has been accepted by Lender in the State of Texas. 
  
 CHOICE OF VENUE. If there is a lawsuit, and if the transaction evidenced by this Note
occurred in TARRANT County, Borrower agrees upon Lender’s request to submit to the jurisdiction of the courts of TARRANT County, State of Texas. 
  
 RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower’s accounts with Lender (whether checking,
savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff
would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the indebtedness against any and all such accounts. 
  
 COLLATERAL. Borrower acknowledges this Note is secured by the following collateral
described in the security instruments listed herein: inventory, chattel paper, accounts, equipment and general intangibles described in Commercial Security Agreements dated December 5, 2005. 
  
 LINE OF CREDIT. This Note evidences a revolving line of credit. Advances under this
Note, as well as directions for payment from Borrower’s accounts, may be requested orally or in writing by Borrower or by an authorized person. Lender may, but need not, require that all oral requests be confirmed in writing. Borrower agrees to
be liable for at sums either: (A) advanced in accordance with the instructions of an authorized person or (B) credited to any of Borrower’s accounts with Lender. The unpaid principal balance owing on this Note at any time may be
evidenced by endorsements 

  

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 PROMISSORY NOTE 
 (Continued) 
  

 
on this Note or by Lender’s internal records, including daily computer print-outs. Lender will have no obligation to advance funds under this Note if:
(A) Borrower or any guarantor is in default under the terms of this Note or any agreement that Borrower or any guarantor has with Lender, including any agreement made in connection with the signing of this Note; (B) Borrower or any
guarantor ceases doing business or is insolvent; (C) any guarantor seeks, claims or otherwise attempts to limit, modify or revoke such guarantor’s guarantee of this Note or any other loan with Lender; or (D) Borrower has applied funds
provided pursuant to this Note for purposes other than those authorized by Lender. This revolving line of credit shall not be subject to Ch. 346 of the Texas Finance Code. 
  
 SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower’s heirs, personal representatives,
successors and assigns, and shall inure to the benefit of Lender and its successors and assigns. 
  
 GENERAL PROVISIONS. If any part of this Note cannot be enforced, this fact will not affect the rest of the Note. Borrower does not agree or intend to pay, and Lender does not agree or intend to contract for,
charge, collect, take, reserve or receive (collectively referred to herein as “charge or collect”), any amount in the nature of interest or in the nature of a fee for this loan, which would in any way or event (including demand,
prepayment, or acceleration) cause Lender to charge or collect more for this loan than the maximum Lender would be permitted to charge or collect by federal law or the law of the State of Texas (as applicable). Any such excess interest or
unauthorized fee shall, instead of anything stated to the contrary, be applied first to reduce the principal balance of this loan, and when the principal has been paid in full, be refunded to Borrower. The right to accelerate maturity of sums due
under this Note does not include the right to accelerate any interest which has not otherwise accrued on the date of such acceleration, and Lender does not intend to charge or collect any unearned interest in the event of acceleration. All sums paid
or agreed to be paid to Lender for the use, forbearance or detention of sums due hereunder shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of the loan evidenced by this Note
until payment in full so that the rate or amount of interest on account of the loan evidenced hereby does not exceed the applicable usury ceiling. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them.
Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, notice of dishonor, notice of intent to accelerate the maturity of this Note, and notice of acceleration
of the maturity of this Note. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability.
All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Lender’s security interest in the collateral
without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Note are joint
and several. 
  
 PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL
THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE NOTE. 
  
 BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE. 
  


			
	BORROWER:
	
	ROYAL BODYCARE, INC.
		
	By:	 	/s/    STEVEN E. BROWN        
	 	 	STEVEN E. BROWN, VICE PRESIDENT-FINANCE of
	 	 	ROYAL BODYCARE, INC.

  

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