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CONVERTIBLE DEMAND PROMISSORY
NOTE
AMOUNT:
US$100,000
DATE OF ISSUE:
January 24, 2008
FOR VALUE RECEIVED in respect of a loan
of US$100,000 made by EH&P Investment AG (the
"Holder" ) to Geocom Resources Inc. (the
"Company" ) dated January 24 2008, the Company promises to
pay on demand to or to the order of the Holder the principal sum of
US$100,000 in lawful currency of the United Stated (the
"Principal Sum"
) with interest accruing at the rate of
10% per annum. The Principal Sum together with accrued interest is
repayable by the Company to the Holder in full on demand, subject
to the following terms and conditions:
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1.
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MATURITY: If the Company fails to pay
on demand any payment of the balance of the Principal Sum on this
promissory note (the ”
Note" ) shall become
immediately due and payable, or convertible to common shares of the
Capital of the Company at the election of Holder.
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2.
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ISSUANCE OF REPLACEMENT NOTE: The
Company hereby covenants and agrees with the Holder that upon
receipt of evidence satisfactory to the Company of the loss, theft,
destruction or mutilation of this Note, the Company shall issue and
deliver to the Holder a new promissory note of like date and tenor
as the one mutilated, lost, destroyed or stolen, in exchange for
and in place of and upon cancellation of such mutilated, lost,
destroyed or stolen promissory note.
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3.
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HOLDER'S NON-WAIVER OF RIGHTS: Failure
of the Holder to enforce any of its rights or remedies under this
Note will not constitute a waiver of the rights of the Holder to
enforce such rights and remedies thereafter.
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4.
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COMPANY'S WAIVER: The Company hereby
waives demand and presentment for payment, notice of non-payment,
protest and notice of protest of this Note.
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5.
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ENFORCEMENT EXPENSES: In the event of
demand by the Holder under this Note, then the Company will pay all
costs and expenses incurred by the Holder, including, without
limitation, legal fees and expenses on a solicitor and own client
basis, in pursuing the Holder's remedies against the
Company.
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6.
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GOVERNING LAW: This Note (and any
transactions, documents, instruments or other agreements
contemplated in this Note) shall be construed and governed
exclusive
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