EXHIBIT 10.8
Loan Agreement between ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and USA Sunrise Beverages, Inc. dated
January 1, 1994
LOAN AGREEMENT
Between U.S.A. Sunrise Beverages, Inc., and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ as an individual.
U.S.A. Sunrise hereby agrees to accept from time to time monetary advances from
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, which shall be considered bonafide loans and not investment in
company. It is understood that the loans will not constitute a dilution to the
basis of shares of the company.
U.S.A. Sunrise Beverages, Inc., may from time to time disburse repayments to
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, any and all repayments shall be applied to principal arid
interest calculated to the dates of periodic repayments or end of period. If the
company is issuing payroll payments such shall not count as repayment of
advances.
The interest rate shall be simple interest at the rate of 7% A.P.R. computed at
360 days and calculated by the number of days between receipts of repayment and
last principal amount.
It is understood that the loans are unsecured, unless a provision in writing is
effected to any particular transaction. The balance of the loan agreement shall
be calculated in full at the end of each calendar year and a Note for such
balance (if any) shall be given from the company to ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with a due
date not to exceed one year.
It is understood that the loan balance amounts and interest rates, due dates,
etc. shall he disclosed on all financial statements of the company as an ongoing
liability, further it is understood that the company will disclose such
liability (if any) on all of its disclosures for the purpose of registrations
for any offerings and for the purpose of independent auditing by Certified
Public Accountants. For the purpose of any balances, the results of balance
figures resulting from such independent audits will prevail over any other
records maintained by the company or by ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇.
It is understood that this agreement constitutes an arms length transaction
between the parties. The position of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ as president of the company
being incidental and not permanent as the company is pursuing to become a public
entity and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ personally is not a majority shareholder and may be
replaced as president upon vote.
Time is of the essence of this agreement.
This agreement does not constitute a line of credit and the company shall keep
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ harmless and free of any consequential liabilities or damages of
any kind arising in the event of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ being unable to make any
advances upon request or ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ requesting repayments from time to
time.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals.
U.S.A. Sunrise Beverages, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
as its president ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, as individual
STATE OF SOUTH DAKOTA }
} SS
County of ▇▇▇▇▇▇▇▇▇▇ }
On this the 1st day of January, 1994, before me, the undersigned officer,
personally appeared ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, known to me or satisfactorily proven to be
the person whose name is subscribed to the within instrument and acknowledged
that he executed the same for the purposes therein contained.
In witness whereof I hereunto set my hand and official seal.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Notary Public
My commission expires 12/18/03
STATE OF SOUTH DAKOTA }
} SS
County of ▇▇▇▇▇▇▇▇▇▇ }
On this the 1st day of January, 1994, before me, the undersigned officer,
personally appeared ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, who acknowledged himself to be the
president of U.S.A. Sunrise Beverages, Inc., a corporation, and that he
personally and as such president, being authorized to do, executed the foregoing
instrument for the purposes therein contained by signing the name of the
corporation as president .
In witness whereof I hereunto set my hand and official seal.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Notary Public
My commission expires 12/18/03
NOTE
$50,967.00 DUE DATE December 31,1995
For valuable monetary advances as loans, received from ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇,
during 1994, U.S.A. Sunrise Beverages, Inc. promises to pay to ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇,
the sum of $50,967.00, plus accrued simple interest at the rate of 7% per annum
from December 31, 1994. The Principal and Interest accrued shall be reduced by
any amounts received by ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ from the company from the date herein,
except for payroll disbursements to ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇.
Any other form of payment must be agreed upon in writing. No
collateral is hereby granted.
This Document may not be re-negotiated by the Maker, except to comply
with the terms above. The Maker hereof waive presentment for payment, protest,
notice of non-payment and notice of protest.
Executed in Rapid City, South Dakota, this 31st day of Dec. 1994.
Maker:
U.S.A. SUNRISE BEVERAGES, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
President
Witnessed:
Calendar Year 1995
NOTE 2
$47,914.40 Due On or Before: December 31, 1996
For valuable monetary advances as loans, received from ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, started
1994, and continuing through 1995, to date. U.S.A. Sunrise Beverages, Inc.
(Maker), promises to pay to ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, as individual, the sum of
$47,914.40, plus accrued simple interest at the rate of 7% per annum from
December 31, 1995. This amount being the outstanding balance as to date of a
certain Loan Agreement entered between the parties on January 1,1994, a copy of
which is incorporated by reference hereto. This Note is governed by the terms of
said agreement and its addendum's thereto. The Principal and Interest accrued
shall be reduced by any amounts received by ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ from the company
from the date herein, except for payroll disbursements to ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇.
At his option ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ may accept partial or total payment in negotiated
stock.
This Document may be negotiated, altered or changed by the parties in writing
only. The Maker hereof waive presentment for payment, protest, notice of
nonpayment and notice of protest.
Executed in Rapid City. South Dakota, this 31st day of December, 1995.
Maker:
U.S.A. SUNRISE BEVERAGES, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
President
Calendar Year 1996
NOTE 3
$65,691 .24 Due on or Before: December 31, 1997
For valuable monetary advances as loans, received from ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, started
1994, and continuing through 1995, 1996, to date. U.S.A. Sunrise Beverages, Inc.
(Maker), promises to pay to ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, as individual, the sum of $
65,691.24, plus accrued simple interest at the rate of 7% per annum from
December 31, 1996. This amount being the outstanding balance as to date of a
certain Loan Agreement entered between the parties on January 1, 1994, a copy of
which is incorporated by reference hereto. This Note is governed by the terms of
said agreement and its addendum's thereto. The Principal and Interest accrued
shall be reduced by any amounts received by ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ from the company
from the date herein, except for payroll disbursements to ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇.
At his option ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ may accept partial or total payment in negotiated
stock.
This Document may be negotiated, altered or changed by the parties in writing
only. The Maker hereof waive presentment for payment, protest, notice of
nonpayment and notice of protest.
Executed in Rapid City, South Dakota, this the 31st day of December 1996.
Maker:
U.S.A. SUNRISE BEVERAGES, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
President
Calendar Year 1997
NOTE 4
$108,480.72 Due on or Before December 31, 1998
For valuable monetary advances as loans, received from ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇,
started 1994, and continuing through 1995, 1996, 1997, to date. U.S.A. Sunrise
Beverages, Inc. (Maker), promises to pay to ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, as individual, the
sum of $108,480.72, plus accrued simple interest at the rate of 7% per annum
from December 31, 1997. This amount being the outstanding balance as to date of
a certain Loan Agreement entered between the parties on January 1, 1994, a copy
of which is incorporated by reference hereto. This Note is governed by the terms
of said agreement and its addendum's thereto. The Principal and Interest accrued
shall be reduced by any amounts received by ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ from the company
from the date herein, except for payroll disbursements to ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇.
At his option ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ may accept partial or total payment in
negotiated stock.
This Document may be negotiated, altered or changed by the parties in
writing only. The Maker hereof waive presentment for payment, protest, notice of
nonpayment and notice of protest.
Executed in Rapid City, South Dakota this 31st day of Dec. 1997.
Maker:
U.S.A. SUNRISE BEVERAGES, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
President
