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BRIDGE LOAN NOTE

Bridge Loan Agreement

BRIDGE LOAN NOTE | Document Parties: Aurelio Resource Corporation | Telifonda (Cayman) Ltd You are currently viewing:
This Bridge Loan Agreement involves

Aurelio Resource Corporation | Telifonda (Cayman) Ltd

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Title: BRIDGE LOAN NOTE
Governing Law: New York     Date: 10/2/2008
Industry: Metal Mining     Sector: Basic Materials

BRIDGE LOAN NOTE, Parties: aurelio resource corporation , telifonda (cayman) ltd
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EXHIBIT 10.23

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE BLUE SKY LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNDER SAID ACT AND COMPLIANCE WITH THE REQUIREMENTS OF ANY APPLICABLE BLUE SKY LAWS OR AN EXEMPTION THEREFROM.

BRIDGE LOAN NOTE

$2,000,000       September 30, 2008

FOR VALUE RECEIVED, Aurelio Resource Corporation , a Nevada corporation (the " Company "), promises to pay to the order of Telifonda (Cayman) Ltd. , a Cayman Island corporation (together with its successors, the " Holder "), the principal amount of Two Million and 00/100 Dollars ($2,000,000) on the Maturity Date (or, if such day is not a business day, on the next succeeding business day). This Note shall bear no interest. Except as provided in Section 6 below, all unpaid principal, together with other amounts payable hereunder shall be due and payable on the earliest to occur of (i) the date the Transaction is consummated, (ii) December 30, 2009 if (A) the Stock Purchase Agreement is terminated by the Company pursuant to Section 10(a)(iii) of the Stock Purchase Agreement (B) the Security Agreement is terminated pursuant to Section 10(c) of the Security Agreement or (C) if neither party is in breach of the Stock Purchase Agreement but the transactions contemplated by the Stock Purchase Agreement are not consummated on or before December 30, 2008, as that date may be extended in accordance with the terms of the Stock Purchase Agreement, or (iii) December 30, 2008, if the Stock Purchase Agreement is terminated by the Lender pursuant to Section 10(a)(ii), as such date may be extended also in accordance with the terms of the Stock Purchase Agreement (such earliest date, the " Maturity Date ").

This Note is issued to the Holder pursuant to terms of that certain Bridge Loan Agreement, dated as of September 30, 2008 (as amended or modified, the "Bridge Loan Agreement"), between the Company and the Holder.

The following is a statement of the rights of the Holder and the conditions to which this Note is subject, and to which the Holder hereof, by the acceptance of this Note, agrees:

    1. Definitions . Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Bridge Loan Agreement. As used in this Note, the following capitalized terms have the following meanings:

" Business Day " shall mean any day other than a day on which commercial banks in New York are authorized or required by law to close.

" Common Stock " shall mean shares of the Company's common stock, par value $.001 per share.

" Obligations " shall mean all principal and other amounts due hereunder.

    1. Events of Default . The occurrence of any of the following shall constitute a "Default" under this Note:
      1. Failure to Pay . The Company shall fail to pay (i) when due any principal payment on the due date hereunder or (ii) any other payment required under the terms of this Note on the date due and any such payment shall not have been made within three (3) Business Days after the Company's receipt of Holder's written notice to the Company of such failure to pay; or
      2. Voluntary Bankruptcy or Insolvency Proceedings . The Company shall (i)  prepare to apply for, apply for or consent to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property, (ii) be unable, or admit in writing its inability, to pay its debts generally as they mature, (iii) prepare to make or make a general assignment for the benefit of its or any of its creditors, (iv) prepare to be, or be dissolved or liquidated in full or in part, (v) become insolvent (as such term may be defined or interpreted under any applicable statute), (vi) prepare to commence or commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consent to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it, or (vii) take any action for the purpose of effecting any of the foregoing; or
      3. Involuntary Bankruptcy or Insolvency Proceedings . Proceedings for the appointment of a receiver, trustee, liquidator or custodian of the Company or of all or a substantial part of the property thereof, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to the Company or the

 
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