PROMISSORY NOTE
$650,000 November 13, 2006
FOR VALUE RECEIVED, HALO Investments Ltd., a Belize international business
corporation with a registered address at Jasmine Court, 35A Regent Street, PO
Box 1777, Belize City, Belize (the "Maker"), hereby promises to pay to Averox
Inc., a Nevada corporation (the "Company"), the principal sum of Six Hundred
Fifty Thousand Dollars ($650,000), which will be paid in lawful money of the
United States of America, without interest thereon as set forth herein. The
principal amount outstanding under this Note shall be paid in full to the
Company on November 12, 2008 (the "Maturity Date"). This Note is being furnished
to the Seller in connection with the transactions contemplated by that certain
Stock Purchase Agreement entered into as of November 13, 2006 by and between the
Company and the Maker and certain other purchasers of the Company's common
stock.
1. Payment of Principal. From the date hereof until the Maturity
Date, the Maker hereby agrees to pay the principal sum outstanding under this
Note as follows: within fifteen (15) business days after the Company provides
the Maker with invoices for legal, accounting and investor relations services
incurred by the Company the Maker shall make a principal payment equal to the
aggregate amount of such invoices; provided, however, in no event shall the
Maker be required to make more than one principal payment per month.
2. Non-Interest Bearing Note. This Note shall be non-interest
bearing.
3. Voluntary Prepayments. Notwithstanding the required payments of
outstanding principal to be made in accordance with Section 1 above, Maker may
make optional prepayments of all or any portion of the then outstanding
principal under this Note, without premium or penalty of any kind.
4. Payments to the Company. Payments under this Note shall be made
in lawful money of the United States of America and in immediately available
funds by wire transfer or certified check as directed by the Company.
5. Events of Default. The occurrence of any one or more of the
following events shall constitute an "Event of Default" hereunder:
(a) the Maker shall fail to make any payment due according to
the payment schedule set forth in Section 1 above (or upon acceleration of the
payment due under this Note pursuant to Section 5) of the outstanding principal
on this Note and such failure shall have continued for a period of ten (10) days
after written notice by the Company to the Maker that such payment is due and
unpaid;
(b) the Maker shall fail to make any payment due under the
terms of that certain Promissory Note dated the date hereof in the principal
amount of $1,850,000 of the Maker to the Company and such failure shall have
continued for a period of ten (10) days after written notice by the Company to
the Maker that such payment is due and unpaid;
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(c) the commencement of any proceedings (i) in bankruptcy by
or against the Maker, (ii) for the dissolution, full or partial liquidation or
reorganization of the Maker, (iii) alleging that the Maker is insolvent or
unable to pay its debts as they mature, or (iv) for the readjustment or
arrangement of the Maker's debts, whether under the United States Bankruptcy
Code or under any other law relating to creditors' right, whether state, federal
or foreign, now or hereafter existing for the relief of debtors, or the
commencement of any analogous statutory or non-statutory proceedings involving
the Maker; provided, however, that if such commencement of proceedings against
the Maker is involuntary, such action shall not constitute an Event of Default
unless such proceedings are not dismissed within thirty (30) days after the
commencement of such proceedings; or
(d)(i) the appointment of a receiver or trustee for the Maker,
or for any substantial part of the Maker's assets, (ii) a general assignment for
the benefit of creditors of the Maker, (iii) the Maker having been adjudicated
bankrupt or insolvent or (iv) the Maker filing a petition seeking to take
advantage of any other law providing for the relief of debtors. Notwithstanding
the foregoing, if such appointment or commencement of proceedings against the
Maker is involuntary, such action shall not constitute an Event of Default
unless such appointment is not revoked or such proceedings are not dismissed
within thirty (30) days after the commencement of such proceedings; or
(e) the entry or filing of any judgment or order in excess of
$100,000 against the Maker which remains unsatisfied or undischarged and in
effect for thirty (30) days after such entry or filing without a stay of
enforcement or execution.
6. Remedies. If at any time an Event of Default shall have occurred,
then at the sole discretion of the Maker all outstanding principal shall
immediately become due and payable, together with reasonable attorneys' fees if
the collection hereof is placed in the hands of an attorney to obtain or enforce
payment hereof.
7. Miscellaneous.
(a) Binding Effect; Assignment. This Note shall be binding
upon the Maker and its successors and assigns. This Note may not be assigned by
the Maker to any Person. This Note may be assigned by the Company to any
affiliate of the Company.
(b) Remedies Not Waived. No course of dealing between the
Maker and the Company or any delay on the part of the Company in exercising any
rights hereunder shall operate as a waiver of any right. Any waiver by the
Company of any default under this Note shall not operate as or be construed to
be a waiver of any other default of such provision or of any default of any
other provision of this Note. All rights and remedies of the Company hereunder
are cumulative.
(c) Suits for Enforcement. Upon the occurrence and during the
continuation of any one or more Events of Default, the Company may proceed to
protect and enforce its rights hereunder by suit in equity, action at law or by
other appropriate proceeding, whether for the specific performance of any
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covenant or agreement contained in this Note or in aid of the exercise of any
power granted in this Note, or may proceed to enforce the payment of this Note,
or to enforce any other legal or equitable right of the Company.
(d) Collection Costs. In case of any default under this Note,
the Maker will pay to the Company such amounts as shall be sufficient to cover
the costs and expenses of Company including reasonable attorney's fees and
expenses actually incurred due to such Event of Default.
(e) Amendments. This Note may not be amended except by an
instrument in writing signed by the Maker and the Company.
(f) Waivers. The Maker expressly waives any presentment,
demand, protest, notice of protest, or notice of any kind except as expressly
provided in this Note.
(g) GOVERNING LAW. THIS NOTE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE
TO PRINCIPLES OF CONFLICTS OF LAWS.
(h) JURISDICTION; SERVICE; WAIVERS. ANY ACTION OR PROCEEDING
IN CONNECTION WITH THIS NOTE MAY BE BROUGHT IN A COURT OF RECORD OF THE STATE OF
NEW YORK IN THE COUNTY OF NEW YORK. THE MAKER AND THE COMPANY HEREBY CONSENT TO
THE EXCLUSIVE JURISDICTION OF SUCH COURTS OF THE STATE OF NEW YORK, AND SERVICE
OF PROCESS MAY BE MADE UPON THE MAKER OR THE COMPANY BY MAILING A COPY OF THE
SUMMONS AND ANY COMPLAINT TO SUCH PERSON, BY REGISTERED OR CERTIFIED MAIL,
RETURN RECEIPT REQUESTED, AT ITS ADDRESS TO BE USED FOR THE GIVING OF NOTICES
UNDER THIS NOTE. THE COMPANY, BY ACCEPTANCE HEREOF, AND THE MAKER EACH HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION, INCLUDING, WITHOUT
LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF
FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OR
MAINTAINING OF ANY SUCH ACTION OR PROCEEDING IN SUCH JURISDICTION.
(i) WAIVER OF JURY TRIAL. THE COMPANY, BY ACCEPTANCE HEREOF,
AND THE MAKER EACH HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL
RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM ARISING
IN CONNECTION WITH, OUT OF OR OTHERWISE RELATING TO THIS NOTE.
[Balance of page intentionally left blank; signature page follows.]
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IN WITNESS WHEREOF, the Maker has caused this Promissory Note to be
signed in its name effective this 13th day of November, 2006.
HALO Investments Ltd.
By: /s/ Rocky Shek
---------------------------
Name: Rocky Shek
Title: Authorized Signatory