Current report Proteo Inc

8-K - Current report

Published: 2008-06-10 21:02:26
Submitted: 2008-06-11
Period Ending In: 2008-06-05
proteo_8k-060508.txt
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>proteo_8k-060508.txt
<TEXT>
<PAGE>

================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                             ----------------------

                                    FORM 8-K

                             ----------------------

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported): June 5, 2008

                                  PROTEO, INC.

             (Exact name of registrant as specified in its charter)

           Nevada                     000-32849                 88-0292249
(State of other jurisdiction         (Commission              (IRS Employer
      of incorporation)              File Number)           Identification No.)

              2102 Business Center Drive, Irvine, California 92612
                    (Address of Principal Executive Offices)

       Registrant's telephone number, including area code: (949) 253-4616

                                 Not Applicable
          (Former name or former address, if changed since last report)

                             ----------------------

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2 below):

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425).
|_| Soliciting material pursuant to Rule 14A-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))

================================================================================

<PAGE>

ITEM 1.01    ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

      On June 9, 2008, the Registrant entered into a Preferred Stock Purchase
Agreement (the "Agreement") with FIDEsprit AG, a Swiss corporation (the
"Investor"). Pursuant to the Agreement, the Registrant issued and sold to the
Investor 600,000 shares of the Registrant's Series A Preferred Stock at a price
of $6.00 per share, for an aggregate purchase price $3,600,000. In payment of
the purchase price, the Investor delivered to the Registrant a promissory note
in the principal amount of $3,600,000. The promissory note does not bear any
interest, and is payable as follows: (i) the first installment, in the amount of
$900,000, was due upon execution of the Agreement, (ii) the second installment,
in the amount of $450,000, is due on or before August 30, 2008, (iii) the third
installment, in the amount of $900,000, is due on or before November 30, 2008,
and (iv) the final installment, in the amount of $1,350,000, is due on or before
March 31, 2009. The promissory note is guaranteed by Axel J. Kutscher. The terms
of the Series A Preferred Stock are described in Item 5.03 below. Joerg Alte, a
director of the Registrant, is the Managing Director of the Investor.

ITEM 3.02    UNREGISTERED SALES OF EQUITY SECURITIES.

      On June 9, 2008 the Registrant entered into the Agreement described in
Item 1.01 above. Pursuant to the Agreement the Registrant issued to the Investor
600,000 shares of Series A Preferred Stock in a transaction exempt from the
registration requirements of the Securities Act of 1933, as amended, by virtue
of the exemptions available under Rule 506 of Regulation D and Regulation S and
the rules promulgated thereunder.

ITEM 5.03    AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
             YEAR.

      On June 5, 2008, the Registrant filed a Certificate of Designation with
the Secretary of State of the State of Nevada to designate 750,000 shares of its
authorized preferred stock as Series A Preferred Stock. The Certificate of
Designation, a copy of which is attached as Exhibit 3.9 to this Current Report
on Form 8-K and incorporated herein by reference, describes the rights,
preferences and privileges of the Series A Preferred Stock.

9.01         FINANCIAL STATEMENTS AND EXHIBITS.

      (c)   Exhibits. The following materials are filed as exhibits to this
            Current report on Form 8-K:

      Exhibit Number
      --------------
      3.9    Certificate of Designation of Series A Preferred Stock dated June
             5, 2008
      10.8   Preferred Stock Purchase Agreement dated June 9, 2008
      10.9   Promissory Note dated June 9, 2008

<PAGE>

                                    SIGNATURE

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                            PROTEO, INC.


Date: June 9, 2008                          By: /s/ BIRGE BARGMANN
                                                --------------------------------
                                                Birge Bargmann
                                                Chief Executive Officer
</TEXT>
</DOCUMENT>
proteo_8k-ex0309.txt
<DOCUMENT>
<TYPE>EX-3.9
<SEQUENCE>2
<FILENAME>proteo_8k-ex0309.txt
<TEXT>
<PAGE>

EXHIBIT 3.9


         ROSS MILLER
         Secretary of State
[SEAL]   204 North Carson Street, Ste 1
         Carson City, Nevada 89701-4299
         (775) 684-5708
         Website: secretaryofstate.biz

                                -----------------------------------------------
                                Filed in the office of    Document Number
                                /s/ Ross Miller           20080386820-67
                                Ross Miller               --------------------
                                Secretary of State        Filing Data and Time
                                State of Nevada           06/05/2008  4:03 PM
                                                          --------------------
                                                          Entity Number
                                                          C13879-1992
                                -----------------------------------------------


-------------------------------

  CERTIFICATE OF DESIGNATION
   (PURSUANT TO NRS 78.1955)

-------------------------------


USE BLACK INK ONLY - DO NOT HIGHLIGHT         ABOVE SPACE IS FOR OFFICE USE ONLY


                           CERTIFICATE OF DESIGNATION
                           --------------------------
                          FOR NEVADA PROFIT CORPORATION
                          -----------------------------
                            (PURSUANT TO NRS 78.1955)


1.       Name of corporation:

Proteo, Inc.

2.       By resolution of the board of directors pursuant to a provision in the
articles of incorporation, this certificate establishes the following regarding
the voting powers, designations, preferences, limitations, restrictions and
relative rights of the following class or series of stock.

Series A Preferred Stock, authorized number of shares constituting such series
shall be 750,000, with a par value of $0.001 per share.

Please see attached.




3.       Effective date of filing (optional):


4.       Officer Signature (Required):       X   /s/ Birge Bargmann
                                      ------------------------------------------


Filing fee: $175.00

IMPORTANT:  Failure to include any of the above information and submit the
proper fees may cause this filing to be rejected.

<PAGE>

             CERTIFICATE OF DESIGNATION OF SERIES A PREFERRED STOCK

                                       OF

                                  PROTEO, INC.
                              A NEVADA CORPORATION


         Proteo, Inc., a Nevada corporation (the "Corporation"), hereby
certifies that the following resolution was adopted by the Board of Directors of
the Corporation:

         RESOLVED, that pursuant to the authority vested in the Board of
Directors of this Corporation (the "Board of Directors") in accordance with the
provisions of the Articles of Incorporation of the Corporation, there is hereby
created, a series of Preferred Stock consisting of 750,000 shares, which series
shall have the following powers, designations, preferences and relative,
participating, optional and other special rights, and the following
qualifications, limitations and restrictions as follows:

         Section 1. DESIGNATION AND AMOUNT. The shares of Preferred Stock
created hereby shall be designated as "Series A Preferred Stock" and the
authorized number of shares constituting such series shall be 750,000.

         Section 2. DIVIDENDS AND DISTRIBUTIONS.

         (A) The holders of the then outstanding shares of Series A Preferred
Stock shall be entitled to receive, when, as and if declared by the Board of
Directors, out of funds of the Corporation legally available therefore,
preferential dividends at the per share rate of two (2) times the per share
amount of each and any cash and non-cash dividend distributed to holders of the
Corporation's Common Stock when, as and if declared by the Board of Directors.

         (B) No dividend shall be paid or declared on any share of Common Stock,
unless a dividend, payable in the same consideration and manner, is
simultaneously paid or declared, as the case may be, on each share of Series A
Preferred Stock in an amount determined as set forth in paragraph (A) above. For
purposes hereof, the term "dividends" shall include any pro rata distribution by
the Corporation, out of funds of the Corporation legally available therefore, of
cash, property, securities (including, but not limited to, rights, warrants or
options) or other property or assets to the holders of the Common Stock, whether
or not paid out of capital, surplus or earnings.

         (C) If no dividend is distributed according to Section 2 (A), the
holders of the then outstanding shares of Series A Preferred Stock shall be
entitled to an annual stock dividend, when, as and if declared by the Board of
Directors, payable at the rate of one (1) share of the Series A Preferred Stock
for each twenty (20) shares of Series A Preferred Stock then held by each holder
of Series A Preferred Stock. Such stock dividend shall be paid on June 30 of
each year, commencing with the first June 30 in the year subsequent to the
calendar year in which the shares of Series A Preferred Stock were issued and no
dividend was distributed according to Section 2 (A). No fractional shares of
Series A Preferred Stock shall be issued in connection with the payment of the
stock dividend. In lieu of fractional shares, the Corporation shall issue such
additional fraction of a share as is necessary to increase the fractional share
to a full share.


                                      -1-
<PAGE>

No stock dividend under this paragraph shall be paid after December 31, 2011.

         (D) The Board of Directors may fix a record date for the determination
of holders of shares of Series A Preferred Stock entitled to receive any
dividend or distribution as provided in Paragraph (A) or Paragraph (C) above.

         Section 3. VOTING RIGHTS. Except than otherwise provided herein or by
law, the shares of Series A Preferred Stock shall have no voting rights other
than on such matters submitted to a vote to the stockholders of Series A
Preferred Stock and such other stock designated to be the same class of the
Company's stock.

         Section 4. REACQUIRED SHARES. Any shares of Series A Preferred Stock
purchased or otherwise acquired by the Company in any manner whatsoever shall be
retired and cancelled promptly after the acquisition thereof. All such shares
shall upon their cancellation become authorized but unissued shares of Preferred
Stock and may be reissued as part of Series A Preferred Stock or of any other
series of Preferred Stock as designated by the Board of Directors from time to
time.

         Section 5. LIQUIDATION, DISSOLUTION OR WINDING UP. Upon any
liquidation, voluntary or otherwise, dissolution or winding up of the Company,
holders of Series A Preferred Stock shall be entitled to receive per share
distributions equal to two (2) times the rate of per share distributions to be
made to the holders of Common Stock. No distributions shall be made unless nay
accrued and unpaid dividends and distributions on the Series A Preferred Stock
have been made prior thereto. In the event, the Company shall have (i)
subdivided the outstanding Common Stock, or (ii) combined the outstanding Common
Stock into a smaller number of shares by a reverse stock split or otherwise,
after the issuance of Series A Preferred Stock, distributions payable to Series
A Preferred Stock under this Section 5 shall be adjusted accordingly.

         Section 6. CONSOLIDATION; MERGER; ETC. In the event the Company shall
enter into any consolidation, merger combination or other transaction in which
the shares of Common Stock are exchanged into other stock or securities, cash
and /or any other property, then in any such case each share of Series A
Preferred Stock shall automatically be simultaneously exchanged for or converted
into the same stock or securities, cash and/or other property at a rate per
share equal to 1.5 times the rate per share that the Common Stock is being
exchanged or converted.. In the event, the Company shall (i) subdivide the
outstanding Common Stock, or (ii) combine the outstanding Common Stock into a
smaller number of shares by a reverse stock split or otherwise, the amount set
forth in the preceding sentence shall be adjusted at the same rate.

         Section 7. REDEMPTION. The shares of Series A Preferred Stock shall not
be redeemable.

         Section 8. RANKING. The Series A Preferred Stock may rank junior to any
other series of the Corporation's Preferred Stock as to the payment of dividends
and the distribution of assets as may be determined in the designation of any
such series of Preferred Stock.


                                      -2-
<PAGE>

         Section 9. AMENDMENT. At any time when any shares of Series A Preferred
Stock are outstanding, neither the Articles of Incorporation of the Corporation
nor this Certificate of Designation shall be amended or altered in any manner
which would materially alter or change the powers, preferences or special rights
of the Series A Preferred Stock so as to affect them adversely without the
affirmative vote of holders representing a majority of the outstanding shares of
Series A Preferred Stock, voting separately as a class.


         IN WITNESS WHEREOF, the undersigned have executed this Certificate and
do affirm the foregoing as true and correct this 05 day of June 2008.



         /s/ Birge Bargmann
         -----------------------------
         Birge Bargmann
         President, CEO and CFO



                                                       Attest:

                                                       /s/ Barbara Kahlke
                                                       -------------------------
                                                       Barbara Kahlke, Ph.D.
                                                       Secretary



                                      -3-
</TEXT>
</DOCUMENT>
proteo_8k-ex1008.txt
<DOCUMENT>
<TYPE>EX-10.8
<SEQUENCE>3
<FILENAME>proteo_8k-ex1008.txt
<TEXT>
<PAGE>

EXHIBIT 10.8

                                  PROTEO, INC.

                       PREFERRED STOCK PURCHASE AGREEMENT
                       ----------------------------------

This Preferred Stock Purchase Agreement ("Agreement") is made this 9th day of
June, 2008 by and between PROTEO, INC., a Nevada corporation with its principal
place of business at 2102 Business Center Drive, Irvine, CA 92612 (the
"Company") and the Purchaser of its stock, FIDEsprit AG, a Swiss corporation
with its principal place of business at Rosengartenstr. 4, CH-8608 Bubikon,
Switzerland ("Purchaser").


                                    RECITALS
                                    --------

A.      The Company is engaged in research and development of pharmaceuticals.
        The Company now is willing to sell shares of its Series A Preferred
        stock, on terms as stated herein.

B.      The Company has authorized 300,000,000 shares of common stock and
        10,000,000 shares of preferred stock. Currently, 23,879,350 shares of
        the Company's common stock are issued and outstanding. As of the date
        hereof, no preferred stock has been issued.

C.      The Company has created a Series A Preferred Stock of and designated up
        to 750,000 shares of the Company's preferred stock which voting powers,
        preferences and relative, participating, optional and other special
        rights are defined in the Certificate of Designation of Series A
        Preferred Stock, a copy of which is attached hereto as Exhibit A.

D.      Purchaser and the Company now mutually desire for Purchaser to purchase
        600,000 shares of the Company's Series A Preferred Stock at the price
        per share determined herein, on the terms and conditions stated herein.

                                    AGREEMENT
                                    ---------

In consideration of the mutual promises, representations, warranties and
conditions set forth in this Agreement, the Company and Purchaser agree as
follows.

1. Purchase and Sale of Shares.


                                      -1-
<PAGE>

         1.1      SALE OF SHARES. The Company and its Board of Directors has
                  authorized the issuance and sale of 600,000 shares of Series A
                  Preferred stock (the "Purchase Shares") pursuant to the terms
                  of this Agreement, which Purchase Shares in accordance with
                  the Certificate of Designation, Preferences and Rights of
                  Series A Preferred Stock (the "Certificate"), a copy of which
                  is attached hereto as part of this Agreement.

         1.2      PRICE PER SHARE. The price per share shall be $6.00 per share,
                  totaling to $3,600,000 for the Purchase Shares.

                  In reliance upon Purchaser representations and warranties
                  contained in Section 4 hereof, and subject to the terms and
                  conditions set forth herein, the Company hereby agrees to sell
                  to Purchaser 600,000 shares of the Company's Series A
                  Preferred Stock.


2.       CLOSING: ISSUANCE AND DELIVERY OF SHARES: CONDITIONS.

         2.1      CLOSING(S). The closing of the sale under this Agreement (the
                  "Closing"), shall be held within five (5) working days
                  following the date of the Agreement ("Closing Date"), at the
                  offices of the Company or on such earlier date or at such
                  other place as the Parties may agree.

         2.2      PAYMENT OF PURCHASE PRICE. At the Closing, the Purchaser shall
                  deliver appropriate promissory note for the payment of the
                  purchase price as determined in paragraph 1.2. payable in four
                  (4) installments in such amount and at such date as following:
                  o        First installment of $900,000 falling due upon
                           execution;
                  o        Second installment of $450,000 falling due on or
                           before August 30, 2008;
                  o        Third installment of $900,000 falling due on or
                           before November 30, 2008;
                  o        Fourth and final installment of $1,350,000 falling
                           due on or before March 31, 2009.

                  Any payment shall be in United States funds by check, cash, by
                  wire transfer or by other means of payment as shall have been
                  agreed upon by the Purchaser and the Company prior to payment.


                                      -2-
<PAGE>

         2.3      ISSUANCE AND DELIVERY. At the Closing, subject to the terms
                  and conditions hereof, the Company shall deliver an
                  irrevocable instruction to the Company's secretary to issue
                  and deliver to Purchaser appropriate stock certificates,
                  registered in the name of the Purchaser for the Shares, or his
                  designee.

3.       REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

The Company hereby represents and warrants to Purchaser as of the date hereof as
follows, and all such representations and warranties shall be true and correct
as of any Closing Date as if then made and shall survive the Closing.

          3.1     ORGANIZATION. The Company is a corporation, duly incorporated,
                  validly existing and in good standing under the laws of
                  Nevada. The Company has all requisite power and authority to
                  own or lease its properties and to conduct its business as now
                  conducted. The Company holds all licenses and permits required
                  for the conduct of its business as now conducted, which, if
                  not obtained, would have a material adverse effect on the
                  business, financial condition or results of operations of the
                  Company taken as a whole. The Company is qualified as a
                  foreign corporation and is in good standing in any states
                  where the conduct of its business or its ownership or leasing
                  of property requires such qualification, except where the
                  failure to so qualify would not have a material adverse effect
                  on the business, financial condition or results of operations
                  of the Company taken as a whole.

         3.2      CAPITALIZATION. The Company is authorized to issue 300,000,000
                  shares of Common Stock of which 23,879,350 shares are
                  outstanding at the date of this Agreement. The Company is
                  authorized to issue 10,000,000 shares of Preferred Stock of
                  which no shares are outstanding at the date of this Agreement.
                  All of the issued and outstanding shares of Common Stock on
                  the Closing Date are or will have been duly authorized,
                  validly issued and then fully paid and non-assessable. The
                  Company's right to issue shares of its stock otherwise shall
                  not be limited by any provision herein.


                                      -3-
<PAGE>

         3.3      AUTHORITY. The Company has all requisite power and authority
                  to enter into this Agreement, and to consummate the
                  transactions contemplated hereby. The execution and delivery
                  of this Agreement, and the consummation of the transactions
                  contemplated hereby have been duly authorized by all necessary
                  corporate action on the part of the Company, and upon their
                  execution and delivery by the Company, such document will
                  constitute a valid and binding obligation of the Company,
                  enforceable against the Company in accordance with its terms.

         3.4      ISSUANCE OF SHARES. The Purchase Shares, when issued pursuant
                  to the terms of this Agreement, will be duly and validly
                  authorized and issued, fully paid and non-assessable.

         3.5      NO CONFLICT WITH LAW OR DOCUMENTS. The execution, delivery and
                  consummation of this Agreement, and the transactions
                  contemplated hereby, will not (a) conflict with any provisions
                  of the Articles of Incorporation or Bylaws of the Company; (b)
                  result in any violation of or default or loss of a benefit
                  under, or permit the acceleration of any obligation under (in
                  each case, upon the giving of notice, the passage of time, or
                  both), any mortgage, indenture, lease, agreement or other
                  instrument, permit, franchise license, judgement, order,
                  decree, law, ordinance, rule or regulation applicable to the
                  Company.

         3.6      CONSENTS, APPROVALS AND PRIVATE OFFERING. Except for any
                  filings required under Federal and applicable state securities
                  laws, all of which shall have been made as of the Closing Date
                  to the extent required as of such time, no permit, consent,
                  approval, order or authorization of, or registration,
                  declaration or filing with, any Federal, state, local or
                  foreign governmental authority is required to be made or
                  obtained by the Company in connection with the execution and
                  delivery of this Agreement, and the consummation of the
                  transactions contemplated hereby and thereby.

4.       REPRESENTATIONS AND WARRANTIES OF PURCHASER.

Purchaser hereby represents, warrants and covenants with the Company as follows:


                                      -4-
<PAGE>

         4.1      LEGAL POWER. Purchaser has the requisite power, as
                  appropriate, and is authorized to enter into this Agreement,
                  to purchase the Purchase Shares hereunder, and to carry out
                  and perform his, her or its obligations under the terms of
                  this Agreement.

         4.2      DUE EXECUTION. This Agreement has been duly authorized,
                  executed and delivered by Purchaser, and, upon due execution
                  and delivery by the Company, this Agreement will be a valid
                  and binding agreement of Purchaser.

         4.3       INVESTMENT REPRESENTATIONS.

                  Purchaser represents and agrees that:

                  4.3.1    Purchaser is acquiring the Purchase Shares for its
                           own account, not as a nominee or agent, for
                           investment and not with a view to or for resale in
                           connection with, any distribution or public offering
                           thereof within the meaning of the Securities Act of
                           1933, as amended (the "Act"), except pursuant to an
                           effective registration statement under the Act;

                  4.3.2    Purchaser is a professional and an 'accredited
                           investor,' as that term is defined in Rule 501 (a) of
                           Regulation D promulgated under the Act. Purchaser has
                           such knowledge and experience in financial and
                           business matters that it is fully able to evaluate
                           the merits and risks of the acquisition of the
                           Securities, and has conducted their own investigation
                           into the suitability of its investment, and reviewed
                           all the information that it considers necessary to
                           evaluate its acceptance of the Purchase Shares.
                           Purchaser is able to bear the risks associated with
                           accepting the Purchase Shares, including the risk of
                           loss of the entire investment in the Purchase Shares.
                           Purchaser has received and reviewed any and all
                           information Purchaser deemed necessary to evaluate
                           its investment.

                  4.3.3    Purchaser understands that the Purchase Shares have
                           not been registered under the Act by reason of a
                           specific exemption therefrom, and may not be
                           transferred or resold except pursuant to an effective
                           registration statement or exemption from registration
                           and each certificate representing the Purchase Shares
                           will be endorsed with the following legend:


                                      -5-
<PAGE>

                           (i)  THE SECURITIES REPRESENTED BY THIS CERTIFICATE
                                HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
                                ACT OF 1933, AS AMENDED (THE "ACT"). THE SHARES
                                HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE
                                SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE
                                DISPOSED OF IN THE ABSENCE OF A CURRENT AND
                                EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT
                                WITH RESPECT TO SUCH SHARES, OR AN OPINION OF
                                THE ISSUER'S COUNSEL TO THE EFFECT THAT
                                REGISTRATION IS NOT REQUIRED UNDER THE ACT; and

                           (ii) Any legend required to be placed thereon by
                                applicable federal or state securities laws.

                  4.3.4    Purchaser has read, and understands and agrees to the
                           Certificate of Designation for the Series A Preferred
                           Stock.

5.       TERM AND TERMINATION

         5.1      TERM. This Agreement shall expire upon total payment of the
                  Purchase Price and issuance of 600,000 shares of Preferred
                  Stock Class A to Purchaser.

         5.2.     The Company may cancel this agreement upon

                  (i)      any misrepresentation or omission of or on behalf of
                           the Purchaser made to the Company in connection with
                           this Agreement;
                  (ii)     adjudication of bankruptcy, or filing of a petition
                           under any bankruptcy or debtor's relief law by or
                           against the Purchaser, or failure of the Purchaser to
                           generally pay its debts as they become due;
                  (iii)    failure of the Purchaser to pay any installment
                           hereunder when due, which shall continue for ten (10)
                           days;
                  (iv)     termination of the Promissory Note given by the
                           Purchaser to the Company in accordance with paragraph
                           2.2;


                                      -6-
<PAGE>

6.       MISCELLANEOUS.

         6.1      GOVERNING LAW . This Agreement shall be governed by and
                  construed under the laws of the State of California.

         6.2      SUCCESSORS AND ASSIGNS. Except as otherwise expressly provided
                  herein, the provisions hereof shall inure to the benefit of,
                  and are binding upon, the successors, assigns, heirs,
                  executors, and administrators of the parties hereto.

         6.3      ENTIRE AGREEMENT. This Agreement and the other documents
                  delivered pursuant hereto, constitute the full and entire
                  understanding and agreement among the parties with regard to
                  the subjects hereof and no party shall be liable or bound to
                  any other party in any manner by a representations,
                  warranties, covenants, or agreements except as specifically
                  set forth herein or therein. Nothing in this Agreement,
                  express or implied, is intended to confer upon any party,
                  other than the parties hereto and their respective successors
                  and assigns, any rights, remedies, obligations, or liabilities
                  under or by reason of this Agreement, except as expressly
                  provided herein.

         6.4      SEVERABILITY. In case any provision of this Agreement shall be
                  invalid, illegal, or unenforceable, it shall to the extent
                  practicable, be modified so as to make it valid, legal and
                  enforceable and to retain as nearly as practicable the intent
                  of the parties and the validity, legality, and enforceability
                  of the remaining provisions shall not in any way be affected
                  or impaired thereby.

         6.5      AMENDMENT AND WAIVER. Except as otherwise provided herein, any
                  term of this Agreement may be amended, and the observance of
                  any term of this Agreement may be waived (either generally or
                  in a particular instance, either retroactively or
                  prospectively, and either for a specified period of time or
                  indefinitely), with the written consent of the Company and
                  Purchaser. Any amendment or waiver effected in accordance with
                  this Section shall be binding upon each future holder of any
                  security purchased under this Agreement (including securities
                  into which such securities have been converted) and the
                  Company.


                                      -7-
<PAGE>

         6.6      NOTICES. All notices and other communications required or
                  permitted hereunder shall be in writing and shall be effective
                  when delivered personally, or sent by telex or telecopier
                  (with receipt confirmed), provided that a copy is mailed by
                  registered mail, return receipt requested, or when received by
                  the addressee, if sent by Express Mail, Federal Express or
                  other express delivery service (receipt request) in each case
                  to the appropriate address set forth below.

If to the Company:                  PROTEO, INC.
                                    Birge Bargmann
                                    Proteo Biotech AG
                                    Am Kiel-Kanal 44
                                    D-24106 Kiel


If to Purchaser:                    FID Esprit AG
                                    Joerg Alte
                                    Rosengartenstr. 4
                                    CH-8608 Bubikon


         6.7      TITLES AND SUBTITLES. The titles of paragraphs and
                  subparagraphs of this Agreement are for convenience of
                  reference only and are not be not considered in construing
                  this Agreement.

         6.8      COUNTERPARTS. This Agreement may be executed in any number of
                  counterparts, each of which shall be deemed an original, but
                  all of which together shall constitute one instrument.


IN WITNESS WHEREOF, the parties have executed this Agreement the date first
above written.


"COMPANY"
PROTEO, INC. a Nevada Corporation


By:  /S/ BIRGE BARGMANN
     -----------------------------
     CEO:  Birge Bargmann


"PURCHASER"
FIDEsprit AG


By:  /S/ JOERG ALTE
     -----------------------------
     Managing Director: Joerg Alte


                                      -8-
</TEXT>
</DOCUMENT>
proteo_8k-ex1009.txt
<DOCUMENT>
<TYPE>EX-10.9
<SEQUENCE>4
<FILENAME>proteo_8k-ex1009.txt
<TEXT>
<PAGE>

EXHIBIT 10.9

                                 PROMISSORY NOTE

US $3,600,000.00

BUBIKON, SWITZERLAND

JUNE 9, 2008

         FOR VALUED RECEIVED, the undersigned, a corporation duly organized
under the laws of Switzerland, with its principal place of business at
Rosengartenstr. 4, CH-8608 Bubikon, Switzerland, (the "Maker"), unconditionally
promises to pay to the order of Proteo, Inc., a Nevada corporation, (the
"Holder"), at its principal place of business at 2102 Business Center Drive,
Suite 130, Irvine, CA 92612 or at such other place as may be designated in
writing by the Holder, the principal sum of $3,600,000.00, with no interest.

         Principal shall be payable in four installments as follows:

         o        First installment of $900,000 falling due upon execution;
         o        Second installment of $450,000 falling due on or before August
                  30, 2008;
         o        Third installment of $900,000 falling due on or before
                  November 30, 2008;
         o        Fourth and final installment of $1,350,000 falling due on or
                  before March 31, 2009

         All payments under this Note shall be in lawful money of the United
States.

         In no event shall the interest and other charges in the nature of
interest hereunder, if any, exceed the maximum amount of interest permitted by
law. Any amount collected in excess of the maximum legal rate shall be applied
to reduce the principal balance.

         All payments under this Note shall be applied first to the late fees
and costs, if any, and second to interest then due, if any, and to balance the
principal.

         The Maker agrees to pay to the holder all costs, expenses and
reasonable attorney's fees incurred in the collection of sums due hereunder,
whether through legal proceedings or otherwise, to the extent permitted by law.

         This Note may be prepaid at any time, in whole or in part, without
penalty or premium.

         If any installment hereunder is not paid within ten (10) days of the
date the same is due, the Maker shall pay to the holder a late charge equal to
three percent (3%) of the overdue payment as liquidated damages, and not as a
penalty.

         After the maturity of this Note, or upon any default, this Note shall
bear interest at the rate of ten percent (10%) per annum, at the option of the
Holder.


                                      -1-
<PAGE>

         At the option of the Holder, this entire Note shall become immediately
due and payable, without demand and notice, upon the occurrence of any one of
the following events:

         (a)      failure of the Maker to pay any installment hereunder when
                  due, which shall continue for ten (10) days;
         (b)      any misrepresentation or omission of or on behalf of Maker
                  made to the holder in connection with this loan;
         (c)      insolvency or failure of the Maker or any guarantor to
                  generally pay its debts as they become due;
         (d)      assignment for the benefit of creditors of, or appointment of
                  a receiver or other officer for, all or any part of Maker's or
                  any guarantor's property;
         (e)      adjudication of bankruptcy, or filing of a petition under any
                  bankruptcy or debtor's relief law by or against Maker or any
                  guarantor;
         (f)      death of Maker or any guarantor;
         (g)      sale or transfer, whether voluntary or involuntary, of all or
                  any interest in the property which is security for this Note;
                  or
         (h)      default under any mortgage, trust deed, security agreement or
                  other instrument securing this note, if any.

                  The Maker expressly waives presentment, demand, notice,
         protest, and all other demands and notices in connection with this
         Note. No renewal or extension of this Note, or release of any
         collateral or party liable hereunder, will release the liability of the
         Maker.

                  Failure of the Holder to exercise any right or option shall
         not constitute a waiver, nor shall it be a bar to the exercise of any
         right or any option at nay future time.

                  If any provision of this Note shall be invalid or
         unenforceable, the remaining provisions shall remain in full force and
         effect.

                  This Note shall be governed by the laws of the state of
         California.


                  IN WHITNESS WHEREOF, this Promissory Note is executed under
         seal on the day and year first above written.

Executed:                                                FIDEsprit AG:



                                                         /s/ Joerg Alte
                                                         -----------------------
                                                         Joerg Alte
                                                         Managing Director


                                      -2-
<PAGE>

GUARANTY

FOR VALUE RECEIVED, the undersigned Axel J. Kutscher, living at Oetwilerstr. 29,
CH-8634 Hombrechtikon, Switzerland, as primary obligor, hereby unconditionally
guarantees the prompt payment of principal and interest when due and all other
obligations contained in the Promissory Note as of June 9, 2008 given by
FIDESprit AG to Proteo, Inc. The undersigned accepts and agrees to be bound by
all terms, conditions and waivers contained in the Note. The undersigned waives
notice of acceptance of this guarantee and suretyship defenses of all kinds. The
Holder may extend the time of payment, release any collateral or party reliable
on the Note, or grant any indulgence to any party without releasing the
liability of the undersigned. The Holder need not proceed against Maker or any
other party or collateral prior to proceeding against the undersigned. The
undersigned agrees to pay all costs, expenses and attorney's fees incurred by
the Holder in enforcing the Note and this Guaranty.


Dated June 9, 2008.


Executed:                                               Guarantor




                                                        /s/ Axel J. Kutscher
                                                        ------------------------
                                                        Axel J. Kutscher


                                      -3-
</TEXT>
</DOCUMENT>
Additional Files
FileSequenceDescriptionTypeSize
0001019687-08-002618.txt   Complete submission text file   44392

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