THIS NOTE
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY STATE SECURITIES LAW, AND IT MAY NOT BE SOLD OR
OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT UNDER SAID ACT OR STATE LAW OR AN EXEMPTION FROM SUCH
REGISTRATION REQUIREMENTS; AND THE COMPANY MAY REQUIRE AN OPINION
OF COUNSEL AS TO THE AVAILABILITY OF SUCH EXEMPTION.
Portland, Oregon
$150,000 July 13, 2009
GOLDEN KEY INTERNATIONAL
INC.
SECURED PROMISSORY
NOTE
FOR VALUE RECEIVED, Golden Key International
Inc., a Nevada corporation (the “Company”), hereby
promises to pay to the order of NORMAN BLAIR or his assigns
(“Holder”), the principal amount of $150,000 on
September 13, 2009 (“Maturity Date”), or earlier as
hereinafter provided, together with interest on the principal
amount outstanding from time to time at the annual rate of
4.0%. Accrued interest shall also be payable at such
time as any prepayment of principal of this Note is
made. Interest shall be computed on the basis of a
365-day year, using the number of days actually elapsed.
(a) Fees
. The Company will pay all document stamps on this
Note.
(b) Prepayments
. The Company may, at its discretion, may prepay this
Note at any time, or from time to time, in whole or in part, with
accrued interest.
(c) Time
. Time is of essence as to all matters in and related to
this Note.
(d) Order of
Payments . All payments made by the Company
hereunder (including, without limitation, any prepayments) shall be
applied, first, to the payment of costs or expenses payable by the
Company hereunder, second, to the payment of accrued but unpaid
interest (including default interest), and last, to the reduction
of the outstanding principal balance thereof.
(e) No Setoff or
Counterclaim . All payments under this Note shall be
made to the Holder without set-off, recoupment, counterclaim or
other deduction whatsoever.
(f) Waiver or
Presentment and Enforcement . All parties now or
subsequently liable with respect to this Note, whether maker,
principal, surety, guarantor, endorser or otherwise, hereby waive
presentation for payment, demand, notice of nonpayment or dishonor,
protest and notice of protest and any and a
|
