Ronnybrook Farm Dairy Inc – ‘SB-2’ on 2/26/98 – EX-10.9

As of:  Thursday, 2/26/98   ·   Accession #:  1005477-98-555   ·   File #:  333-46947

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Registration of Securities by a Small-Business Issuer   —   Form SB-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SB-2        Registration of Securities by a Small-Business        76    364K 
                          Issuer                                                 
 2: EX-1.1      Underwriting Agreement                                48    205K 
 3: EX-3.1      Restated Certificate of Incorpoation                   5     21K 
 4: EX-3.2      By-Laws of the Company                                 9     43K 
 5: EX-4.2      Warrant Agreement                                     21     74K 
 6: EX-5.1      Correspondence                                         1      9K 
 7: EX-10.1     Stock Option Plan                                      9     41K 
15: EX-10.10    Letter of Intent                                       1      8K 
 8: EX-10.2     Employment Agreement                                   6     22K 
 9: EX-10.3     Employment Agreement                                   6     22K 
10: EX-10.4     Employment Agreement                                   6     22K 
11: EX-10.5     Material Contract                                      2     11K 
12: EX-10.6     Lease Agreement                                        3     14K 
13: EX-10.8     Exclusive Output Agreement                             3     13K 
14: EX-10.9     Promissory Note                                        2     11K 
16: EX-11.1     Supplemental Net Loss Per Share Computation            1      8K 
17: EX-23.1     Consent of Independent Public Accountants              1      8K 

EX-10.9   —   Promissory Note

EX-10.9
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 PROMISSORY NOTE

$66,295.27                                                  Ancramdale, New York
                                                              September 30, 1997

RONNYBROOK FARM DAIRY, INC., a New York corporation (the "Maker"), FOR VALUE    
RECEIVED, hereby promises to pay on June 30, 1999 to the order of RICHARD       
OSOFSKY (the "Holder"), the principal amount of Sixty Six Thousand Two Hundred  
Ninety Five Dollars and Twenty Seven Cents ($66,295.27), plus Nine Thousand Two 
Hundred Eighty One Dollars and Thirty Four Cents ($9,281.34), representing      
simple interest on such principal amount at 8% per annum from September 30, 1997
to June 30, 1999.                                                               

The Maker may prepay this Note at any time without premium or penalty.          

All payments made hereunder shall first be applied to accrued and unpaid        
interest, if any, and the balance shall be applied to principal.                

The Maker waives presentment for payment, demand, notice of nonpayment, notice  
of protest and protest of this Note, and all of the notices not expressly       
provided for herein in connection with the delivery, acceptance, performance,   
default or enforcement of the payment of this Note.                             

Upon the occurrence of any of the following specified Events of Default (each an
"Event of Default"):                                                            

(1) the Maker shall default in the due and punctual payment of the  
principal or interest on this Note and such default shall remain uncured for a  
period of ten (10) days after written notice by the Holder to the Maker that    
such default has occurred and is continuing;                                    

     (2) the Maker pursuant to or within the meaning of Title 11, U.S. Code or
any similar federal or state law for the relief of debtors (a "Bankruptcy Law"):

(A)   commences a voluntary case or proceeding;         

           (B)   consents to the entry of an order for relief against it in an
involuntary case or proceeding;             

EX-10.9
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           (C)   consents to the appointment of a custodian, receiver or other
                  similar official for it or for all or substantially all of its
property; or                                

          (D)   makes a general assignment for the benefit of its creditors;
or                                          

     (3) a court of competent jurisdiction enters an order or decree under any
Bankruptcy Law that:                                                            

       (A)   is for relief against the Maker in an involuntary case or
proceeding;                                 

          (B)   appoints a custodian, receiver or other similar official for
                 the Maker or for all or substantially all of its property; or

          (C)   orders the liquidation of the Maker, and the order or decree
remains unstayed and in effect for 90 days. 

THEN, AND IN ANY SUCH EVENT, AND AT ANY TIME THEREAFTER IF ANY EVENT OF DEFAULT 
SHALL THEN BE CONTINUING, THE HOLDER BY WRITTEN NOTICE TO THE MAKER, MAY DECLARE
THE PRINCIPAL OF AND ACCRUED INTEREST ON THIS NOTE TO BE DUE, WHEREUPON THE SAME
SHALL FORTHWITH BECOME DUE AND PAYABLE.                                         

This Note has been executed and delivered and shall be construed and enforced in
accordance with the laws of the State of New York, including but not limited to 
matters of construction, validity and performance.                              

                                RONNYBROOK FARM DAIRY, INC.,

                              By:  /s/ R. Sidney Osofsky
                                               ---------------------------------
                                               R. Sidney Osofsky, Vice President

Dates Referenced Herein

				Referenced-On Page
This ‘SB-2’ Filing		Date		First		Last			Other Filings
		6/30/99		1					None on these Dates
Filed on:		2/26/98
		9/30/97		1
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