Convertible Promissory Note between Med-X Corporation and Hank Vanderkam dated March 31, 2002

Summary

Med-X Corporation has issued a convertible promissory note to Hank Vanderkam, agreeing to repay the principal amounts advanced as listed in Schedule A. The note does not accrue interest and is payable upon the company receiving at least $100,000 in funding, a change in control, or if Hank Vanderkam ceases to be president and sole director. The lender may convert the debt into common stock at a set rate. If the note is not paid on time, collection costs may apply. The agreement includes standard waivers and adjustment provisions for stock changes.

EX-10.17 9 ex10_17.txt EXHIBIT 10.17 CONVERTIBLE PROMISSORY NOTE ADVANCES PER SCHEDULE A MARCH 31,2002 FOR VALUE RECEIVED, Med-X Corporation (the "Borrower"), promises to pay to the order of Hank Vanderkam (the "Lender"), at 1301 Travis, #1200, Houston, TX 77002, or elsewhere as the holder hereof may designate in writing, such principal sum as is denoted on Schedule A attached, INTEREST. The unpaid balance of this Note from time to time outstanding -------- shall not bear interest. PAYMENT TERM. The Principal shall be due and payable upon the earlier of ------------- the following: a) The company receives funding of at least $100,000 or b) A change in control of the Company's common stock, or c) Hank Vanderkam ceases to be the president and sole director of the Borrower DEFAULT. The occurrence of any of the following events shall constitute a ------- Default hereunder: (1) Borrower's failure, refusal or neglect to pay, in full, the Indebtedness as and when the same shall become due and payable, at the due date stipulated herein, and such failure, refusal or neglect continues for a period of fifteen (15) days after written notice to Borrower of such failure, then this Note, together with all other sums owing to Lender shall, if not paid within five (5) days after written demand by Lender to Borrower shall be in default. COLLECTION COSTS. If this Note is placed in the hands of an attorney for ----------------- collection or if it is collected through any legal or court proceeding, the Borrower agrees to pay all reasonable costs of collection including but not limited to, all court costs and reasonable attorney's fees. WAIVER OF NOTICE AND CONSENT. Except as otherwise provided herein, the ----------------------------- Borrower and all other parties now or hereafter liable for the payment of this Note, whether as endorser, guarantor, surety, or otherwise, severally waiver demand, presentment, notice of dishonor, diligence in collecting, grace, notice of protest, notice of acceleration of maturity hereof, notice of intent to accelerate the maturity hereof, and all such parties consent to all extensions, whether one or more, which from time to time may bo granted by the holder hereof and all partial payments hereon, whether before or after maturity. CONVERTIBILITY. At the option of the Lender, this note may be converted at -------------- anytime, in whole or in part, into shares of common stock of the Borrower, at the rate of four hundred (400) shares of common stock for every one ($1.00) dollar of debt. 1 ADJUSTMENT OF SHARES. In the event that the number of outstanding shares is -------------------- changed by a stock dividend, recapitalization, stock split, reverse stock split, subdivision, combination, reclassification or similar change in the capital structure of the company without consideration, then (a) the number of Shares reserved for issuance under this Plan, (b) the Exercise Prices of and number of Shares subject to outstanding Options, and (c) the number of Shares subject to other outstanding Awards will be proportionately adjusted, subject to any required action by the Board or the stockholders of the Company and compliance with applicable securities laws; provided, however, that fractions of a Share will not be issued but will either be replaced by a cash payment equal to the Fair Market Value of such fraction of a Share or will be rounded up to the nearest whole Share, as determined by the Committee. BORROWER: MED-X CORPORATION /s/ HANK VANDERKAM BY: HANK VANDERKAM ITS: PRESIDENT 2 Schedule A