CONVERTIBLE NOTE AGREEMENT DATED JANUARY 14, 2005

Convertible Promissory Note

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This Convertible Promissory Note involves

ENCORE CLEAN ENERGY, INC

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Title: CONVERTIBLE NOTE AGREEMENT DATED JANUARY 14, 2005
Governing Law: Washington Date: 1/18/2005
Industry: CMPSRV Sector: TECHNO

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Filed by Automated Filing Services Inc. (604) 609-0244 - Encore Clean Energy, Inc. - Exhibit 10.1

CONVERTIBLE NOTE

THIS CONVERTIBLE NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS CONVERTIBLE NOTE MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1993, AS AMENDED, OR (ii) AN EXEMPTION FROM REGISTRATION UNDER SAID ACT WHERE THE HOLDER HAS FURNISHED TO THE COMPANY AN OPINION OF ITS COUNSEL, IF SUCH OPINION SHALL BE SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.

6 % CONVERTIBLE NOTE

$375,000.00

January 14, 2005

FOR VALUE RECEIVED, the undersigned, ENCORE CLEAN ENERGY, INC., a Delaware corporation (the “Payor” or the “Company”), having its executive offices located at Suite 610-375 Water Street, Vancouver, BC, Canada, V6B 5C6 hereby promises to pay to Robert D. Hunt, an individual residing at 23707 Redfish Lane, Pass Christian, Mississippi 39571 (the “Payee”), on December 31, 2009 (the “Maturity Date”) at the Payee’s address set forth hereinabove or, at such other place as the Payee shall hereafter specify in writing, the principal sum of Three Hundred Seventy-Five Thousand Dollars ($375,000), in such coin or currency of the United States of America as at the time shall be legal tender for the payment of public and private debts.

1.	Maturity Date. This Convertible Note shall mature on December 31, 2009 (the “Maturity Date”) unless earlier terminated by prepayment as provided herein.

2.	Interest and Payment

	2.1.	The unpaid principal amount hereof shall bear no interest through December 31, 2006 and thereafter shall bear simple interest from January 1, 2007 at the rate of 6 % per annum until the Maturity Date (or until any such earlier date of payment if this Convertible Note is prepaid as hereinafter provided).

	2.2.	Interest shall be payable in full on the Maturity Date (or on any such earlier date of payment if this Convertible Note is prepaid as hereinafter provided).

	2.3.	If payment of the principal amount hereof and interest accrued thereon is not made when due and payable, at the Maturity Date or upon acceleration, then interest shall accrue on such unpaid amount from the date of nonpayment to the date of payment at the lesser interest rate of 12 % simple interest per annum or the maximum interest rate permitted by applicable law.

3.	Prepayment. At the option of the Payor, and with not less than ten days prior notice to the registered holder hereof, this Convertible Note may be prepaid in whole or in part at any time or from time to time, without penalty or premium. Each partial prepayment of this Convertible Note shall first be applied to interest accrued through the date of prepayment and then to principal.

4.	Conversion Privilege.

	4.1	At any time prior to payment of this Convertible Note in full by the Company, the registered holder of this Convertible Note may convert the principal balance and any accrued and unpaid interest then owing on this Convertible Note, into shares of the common stock of the Company (no par value) at a price per share of US$0.50, provided that the Company may elect to pay all or a portion of any accrued interest in cash, and if such payment is elected by the Company, such interest will not be converted into stock. This conversion right must be exercised at or prior to the date of Maturity or, if a Conversion Effective Time has been set as provided for under Sections 3.1 and 4.2, at or prior to the Conversion Effective Time.

	4.2	The Conversion Effective Time shall be any prepayment date established by Payor under Section 3, Prepayment.

	4.3	This conversion privilege may be exercised as to amounts less than the full face value of this Convertible Note, provided however, that such incremental amounts of exercise and conversion shall be in amounts evenly divisible by $1,000.00

4.4

The registered holder of this Convertible Note shall have no anti-dilution rig

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