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DEMAND PROMISSORY NOTE
----------------------
$500,000.00
September 14, 2006
FOR VALUED
RECEIVED, Smart Energy Solutions, Inc., a Nevada corporation
("Payor"), promises to pay to EGFE, Ltd. ("Payee") the principal
sum of Five
Hundred Thousand and 00/100 ($500,000.00) Dollars with interest
accruing on the
unpaid principal balance commencing the date hereof at the rate of
twelve (12%)
percent. The principal and accrued interest under this promissory
note (the
"Note") shall, at the election of Payee, become immediately due and
payable in
full ten (10) business days after Payor's receipt of written demand
for payment
from Payee.
Each of
the following events shall constitute an event of default
hereunder: (a) Payor's failure to make payment of any amount due
hereunder after
the same shall become due and payable in accordance with the terms
hereof and
such failure continues for twenty (20) business days after Payor
receives from
Payee written notice of such failure; (b) Payor files a voluntary
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