EXHIBIT
10.1
THE
SECURITIES REPRESENTED BY THIS NOTE HAVE NOT BEEN REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
“1933 ACT”), OR UNDER THE PROVISIONS OF ANY APPLICABLE
STATE SECURITIES LAWS, BUT HAVE BEEN ACQUIRED BY THE REGISTERED
HOLDER HEREOF FOR PURPOSES OF INVESTMENT AND IN RELIANCE ON
STATUTORY EXEMPTIONS UNDER THE 1933 ACT, AND UNDER ANY APPLICABLE
STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD,
PLEDGED, TRANSFERRED OR ASSIGNED, EXCEPT IN A TRANSACTION WHICH IS
EXEMPT UNDER THE PROVISIONS OF THE 1933 ACT AND ANY APPLICABLE
STATE SECURITIES LAWS OR PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT.
ADVANCED
VOICE RECOGNITION SYSTEMS, INC.
$80,000
October 9, 2009
FOR
VALUE RECEIVED, Advanced Voice Recognition Systems, Inc., a Nevada
corporation (the “Company”), hereby promises to pay to
the order of Walter Geldenhuys (“Geldenhuys”), in
lawful money of the United States at the address of the Payee set
forth below, the principal amount of $80,000 (Eighty Thousand and
No/One Hundred Dollars), together with Interest (as defined in
Section 1 below).
1.
Interest
. Interest shall accrue on the principal amount advanced
pursuant to this Note at the rate of 4% per annum commencing on the
date of this Note.
2.
Maturity
. The entire balance of principal advanced and accrued
interest and other amounts then outstanding on this Note are due
and payable on April 9, 2010 (the “Maturity
Date”). Upon the occurrence of an Event of Default (as
hereinafter defined), all unpaid principal advanced and accrued
Interest on this Note shall immediately become
due.
3.
Application of Payments
.
3.1.
Except as otherwise expressly provided herein, each payment under
this Note shall be applied (i) first to the repayment of any sums
incurred by Payee for the payment of any expenses in enforcing the
terms of this Note, (ii) then to the payment of Interest, and (iii)
then to the reduction of the principal.
3.2.
Upon payment in full of the principal of, and accrued and unpaid
Interest on, this Note, this Note shall be marked "Paid in Full"
and returned to the Company.
4.
Prepayment
. This Note may be prepaid in part or in full at any
time.
5.
Events of Default
. The occurrence of any of following events (each an
“Event of Default”) shall constitute an Event of
Default of the Company:
5.1.
A failure by the Company to make any payment under this
