Exhibit 10.1
PROMISSORY NOTE
$10,000 USD Vancouver, British Columbia
March 10, 2003
FOR VALUE RECEIVED, the undersigned, promises to pay to the order of 396147 B.C.
Ltd. at, or at such other place as the holder of this Note may from time to time
designate, the principal sum of TEN THOUSAND DOLLARS ($10,000) with interest on
the unpaid principal balance from time to time outstanding at the rate of THREE
PERCENT (3%) per annum until paid, commencing on the date hereof.
Principal and interest under this Note shall be due and payable on March 3,
2005, on which day all principal then remaining unpaid and all accrued but
unpaid interest shall be payable in full.
The undersigned agrees that time is of the essence and that in the event payment
of principal under this Note is not made when due, giving effect to any grace
period which may be applicable, the outstanding principal balance hereof shall
immediately bear interest at the rate of THREE PERCENT (3%) per annum for so
long as such event of default continues.
All agreements between the undersigned and the holder of this Note are expressly
limited so that in no contingency or event whatsoever shall the amount paid or
agreed to be paid to the holder hereof for the use, forbearance or detention of
money advanced hereunder exceed the highest lawful rate permissible under any
law which a court of competent jurisdiction may deem applicable hereto. If, from
any circumstances whatsoever, fulfillment of any provision hereof or any
instrument securing this Note or any other agreement referred to herein, at the
time performance of such provision shall be due, shall involve transcending the
limit of validity prescribed by law which a court of competent jurisdiction may
deem applicable hereto, then, ipso facto, the obligation to be fulfilled shall
be reduced to the limit of such validity, and if from any circumstances the
holder hereof shall ever receive as interest an amount which would exceed the
highest lawful rate, such amount which would be excessive interest shall be
applied to the reduction of the unpaid principal balance due hereunder and not
to the payment of interest. This provision shall control every other provision
of all agreements between the undersigned and the holder hereof.
If this Note is not paid when due, whether at maturity or by acceleration, the
undersigned promises to pay all costs of collection by the holder hereof on
account of such collection, whether or not suit is filed hereon or thereon; such
costs and expenses shall include, without limitation, all costs, expenses and
attorneys' fees actually incurred by the holder hereof in connection with any
insolvency, bankruptcy, arrangement or other similar proceedings involving the
undersigned, or involving any endorser or guarantor hereof, which in any way
affects the exercise by the holder hereof of its rights and remedies under this
Note or under any mortgage, deed of trust, security agreement, guaranty or other
agreement securing or pertaining to this Note. As used herein, "actual
attorneys' fees" or "attorneys' fees actually incurred" means the full and
actual cost of any legal services actually performed in connection with the
matter for which such fees are sought calculated on the basis of the usual fees
charged by the attorneys performing such services, and shall not be limited to
"reasonable attorneys' fees" as that term may be defined in statutory or
decisional authority.
Presentment, demand, protest, notices of protest, dishonor and nonpayment of
this Note and all notices of every kind are hereby waived by all parties to this
Note, whether the undersigned, principal, surety, guarantor or endorser, except
as provided herein. To the extent permitted by applicable law, the defense of
the statute of limitations is hereby waived by the undersigned.
Principal and interest evidenced hereby are payable only in lawful money of the
United States. The receipt of a cheque shall not, in itself, constitute payment
hereunder unless and until paid in good funds.
This Note is to be governed by and construed in accordance with the laws of the
Province of British Columbia and the laws of Canada as they may apply therein.
In any action brought under or arising out of this Note, the undersigned hereby
consents to the in personam jurisdiction of the Supreme Court of British
Columbia sitting in Vancouver, British Columbia, waives any claim or defense
that such forum is not convenient or proper, and consents to service of process
by any means authorized by British Columbia law.
THE UNDERSIGNED HEREBY WAIVES, AND COVENANTS THAT THE UNDERSIGNED WILL NOT
ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY
JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, CLAIM, DEMAND, ACTION OR CAUSE OF
ACTION ARISING OUT OF OR BASED UPON THIS NOTE, THE SUBJECT MATTER HEREOF OR ANY
DOCUMENT RELATING HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING
OR WHETHER IN CONTRACT OR IN TORT OR OTHERWISE.
IN WITNESS WHEREOF, Payor has caused this Promissory Note to be signed on the
date first above written.
SIGNED SEALED and DELIVERED by )
AMP Productions, Ltd. in the presence of: ) AMP Productions, Ltd.
)
Name: Fidel Thomas )
)
Address: 8-534 Cambie Street, )
Vancouver, BC V6B 2N7 ) per: /s/Thomas Mills
) Thomas Mills
Occupation: Businessman ) President