Exhibit 10.14
PROMISSORY NOTE
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$473,556.00
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January 29, 2009
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Brooklyn, New York
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FOR VALUE
RECEIVED, Softdiffusion S.A. (“Maker”) hereby promises
to pay to Methes Energies International Ltd., a Nevada corporation
(“Methes”), at Methes’s principal office,
Attention: Chief Financial Officer, or at such other place as
Methes may designate in writing from time to time, the principal
sum of four-hundred seventy-three thousand five-hundred fifty-six
DOLLARS ($473,556.00) in lawful money of the United States of
America.
1.
Maturity . The principal amount of this Note
shall be due and payable on March 8, 2010.
2.
Pledge . This Note is executed and delivered to
Methes in payment of the aggregate purchase price for 236,778
shares of Methes’s common stock (the “Shares”)
pursuant to that certain subscription agreement between Maker and
Methes dated January 29, 2009. To secure payment of this
Note, Maker hereby grants to Methes a security interest in, and
pledges with and delivers to Methes, the Shares.
3.
Prepayment . Maker may prepay all or any portion
of this Note at any time without penalty. Any such
prepayment shall reduce the principal balance hereof. Upon such
prepayment, Methes shall release to Maker that portion of the
Shares equal to the amount of any such prepayment at $2.00 per
share. The unpaid principal balance of this obligation at any time
shall be the principal amount of this Note less the amount of
prepayments made thereon by or for the benefit of Maker, which
balance shall be set forth and updated from time to time as
appropriate on Exhibit A hereto.
4.
Cancellation . In the event that this Note is not
paid in full when due, Methes, in its sole discretion (and without
limiting any other rights or remedies available to Methes
hereunder, at law or in equity), may cancel the Shares, excepting
that portion of
