THE
SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES
LAWS OF ANY STATE, MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED
OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND/OR
APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE ISSUER HAS RECEIVED
AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO
THE ISSUER AND ITS
COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.
IX ENERGY, INC.
PROMISSORY NOTE
(non-negotiable)
$110.000.-
[12-30-07 was advanced by Dr. Schlesinger for Warwick
Township]
FOR VALUE RECEIVED IX Energy. Inc..
a Delaware corporation (the " Company "), promises to pay to
Scott Schlesinger, MD (the " Holder "), the principal amount
of One Hundred Ten Thousand Dollars ($110.000._), or such lesser
amount as shall equal the outstanding principal amount hereof.
together with simple interest from the date of this Note on the
unpaid principal balance at a rate equal to twelve percent (12%)
per annum. computed on the basis of the actual number of days
elapsed and a year of 365 days. All unpaid principal. together with
any then accrued but unpaid interest and any other amounts payable
hereunder, shall be due and payable on or before the third business
day following the final payment to the Company by the Town of
Warwick in connection with the Company's solar panel installation
project at 132 Kings Highway in Warwick. New York.
The following is a statement of the
rights of the Holder of this Note and the conditions to which this
Note is subject, and to which the Holder, by the acceptance of this
Note, agrees:
1. Event of
Default.
(a) For purposes
of this Note, an " Event of Default " means:
(i) the Company
shall default in the payment of interest and/or principal on this
Note; or
(ii) the Company shall
fail to materially perform any covenant, term, provision,
condition, agreement or obligation of the Company under this Note
(other than for non-payment) and such failure shall continue
uncured for a period of ten (10) business days after notice from
the Holder of such failure; or
(iii) the Company shall
(1) become insolvent; (2) admit in writing its inability to pay its
debts generally as they mature; (3) make an assignment for the
benefit of creditors or commence proceedings for its dissolution;
or (4) apply for or consent to the appointment of a trustee,
liquidator or receiver for it or for a substantial part of its
property or business; or
(iv) a trustee.
liquidator or receiver shall be appointed for the Company or for a
substantial part of its property or business without its consent
and shall not be discharged within thirty (30) days after such
appointment; or
(v) any
governmental agency or any court of competent jurisdiction at the
insistence of any governmental agency shall assume custody or
control of the whole or any substantial portion of the properties
or assets of the Company and shall not be dismissed within thirty
(30) days thereafter: or
(vi) the Company shall
sell or otherwise transfer all or substantially all of its assets:
or
(vii) bankruptcy,
reorganization, insolvency or liquidation proceedings or other
proceedings, or relief under any bankruptcy law or any law for the
relief of debt shall be instituted by or against the Company and,
if instituted against the Company shall not be dismissed within
thirty (30) days after such institution, or the Company shall by
any action or answer approve of, consent to, or a
