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PROMISSORY
NOTE
July 1, 2008
Subject to the
terms and conditions of this Note and for good and valuable
consideration received, Island Scallops Limited, a British Columbia
Company (the “ Borrower ”), promises to pay to
the order of Leslie I. Rombough or its assignee (the “
Lender ”), the principal amount of
thirty thousand ($30,000.00) (the
“Principal”) Dollars. The Principal shall be paid by
Borrower to Lender in equal monthly payments in the amount of
$5,000.00 each, commencing the last day of September 30, 2008 and
continuing on the same date of each and every consecutive month
until fully paid.
This Note may
be prepaid in whole or in part at any time without premium or
penalty.
1.
Interest Rate.
There shall be no interest
due to Lender on the Principal.
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Principal . All
payments of the Principal payable on or in respect of this Note
shall be made to Lender in Canadian dollars, by wire transfer,
certified check or other “immediately available” funds.
Borrower shall make such payments of the Principal to Lender at the
address of Lender set forth hereto or at such other place as Lender
shall have notified Borrower in writing.
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No
Set-off . All payments on or in respect of
this Note shall be made to Lender without set-off or counterclaim
and free and clear of and without any deductions of any
kind.
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Release
Upon Payment In Full . Upon
payment in full of the Principal, Borrower shall be forever
released from all its obligations and liabilities under this
Note.
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Event of
Default . Notwithstanding the foregoing, this
Note shall be immediately due and payable, in the event of the
occurrence and continuation of any of the following (each an
“ Event of Default ”):
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Insolvency . Borrower becomes insolvent or makes any
assignment for the benefit of its creditors.
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Bankruptcy . Borrower files (or consents to the filing of)
any petition or complaint pursuant to federal or state bankruptcy
or insolvency laws seeking the appointment of a receiver or trustee
for any of its assets, seeking the adjudication of Borrower as
bankrupt or insolvent, seeking an “order for relief”
under such statutes, or seeking a reorganization of or a plan of
arrangement for Borrower and such petition is not dismissed within
60 days after the filing thereof, or
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Default . (a) Borrower materially defaults in the due
observance or performance of any covenant, condition or agreement
on the part of Borrower to be observed or performed pursuant to the
terms of this Note, (b) Lender gives written demand to Borrower,
and Borrower(c) such default or breach remains uncured ten (10)
days after Borrower receives such written demand.
Security
Interest . Borrower shall have a security
interest in the SC170 commercial vessel until such time as the
principal amount of this Note has been repaid in full.
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Notices . All
notices (including other communications required or permitted)
under this Note must be in writing and must be delivered
(a) in person, (b) by registered or certified mail,
postage prepaid, return receipt requested, (c) by a generally
recognized courier or messenger service that provides written
acknowledgement of receipt by the addressee, or (d) by
facsimile or oth
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