Exhibit 10.1


 


PROMISSORY NOTE


 


	
  $7,500

  	
   

  	
  Dated: November 12, 2003

  



 


1.                                       Principal.  FOR VALUE RECEIVED, Nucotec, Inc., a Nevada
corporation (“Maker”), promises to pay to the order of Earl T. Shannon
(“Holder”),
at the address of Holder known to Maker or at such other place as Holder may
from time to time designate in writing, the principal sum of seven thousand
five hundred dollars ($7,500) (the “Obligation”), which represents the
principal amount to be advanced by Holder to Maker.


 


2.                                       Interest.  Interest on the unpaid principal amount of
the Obligation outstanding from time to time shall accrue at the annualized
rate of ten percent (10%).  Computations
of interest shall be made on the basis of a 365 day year, and the actual number
of days elapsed.


 


3.                                       Payments.  Maker shall pay to Holder the Obligation in
the following manner:


 


(a)                                  One payment
consisting of principal and interest on the Maturity Date (as defined below).


 


(b)                                 “Maturity
Date” shall mean the date which is one year from the date of
this Note.


 


4.                                       Transaction.  This Note is the promissory note issued by
Maker to Holder to evidence a loan.


 


5.                                       Prepayment.  Maker shall be entitled to prepay this Note
prior to the Maturity Date without premium or penalty.


 


6.                                       Applications of
Payments.  Payments received by Holder
pursuant to the terms hereof shall be applied in the following manner:  first, to the payment of all expenses,
charges, late payment fees, costs and fees incurred by or payable to Holder and
for which Maker is obligated pursuant to the terms of this Note, second, to the
payment of all interest accrued to the date of such payment; and third, to the
payment of principal.


 


7.                                       Events of Default.  The occurrence of any of the following
events shall constitute an Event of Default hereunder


 


(a)                                  Failure of Maker
to pay the principal and interest upon the Maturity Date;


 


(b)                                 Failure of Maker
to pay any amount or perform any other obligation under the Agreement;


 


(c)                                  Maker shall admit
in writing its inability to, or be generally unable to, pay its undisputed
debts as such undisputed debts become due;


 


(d)                                 Maker shall: (i)
apply for or consent to the appointment of, or the taking of possession by, a
receiver, custodian, trustee, examiner or liquidator of all or a substantial
part of its property, (ii) make a general assignment for the benefit of its
creditors, (iii) commence a voluntary case under the United States Bankruptcy 


 


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Code, (iv) file a petition seeking to take
advantage of any other law relating to bankruptcy, insolvency, reorganization,
liquidation, dissolution, arrangement or winding-up, or composition or
readjustment of debts; (v) fail to controvert in a timely and appropriate
manner, or acquiesce in writing to, any petition filed against him in an
involuntary case under the United States Bankruptcy Code; or (vi)take any
action for the purpose of effecting any of the foregoing;


 


(e)                                  A proceeding or
case shall be commenced, without the application or consent of Maker, in any
court of competent jurisdiction, seeking: (i) its financial reorganization,
liquidation or arrangement, or the composition or readjustment of its debts;
(ii) the appointment of a receiver, custodian, trustee, examiner, liquidator or
the like of Maker or of all or any substantial part of its property; or (iii)
similar relief in respect of Maker under any law relating to bankruptcy,
insolvency, reorganization or composition or adjustment of debts, and such
proceeding or case shall continue undismissed, or an order, judgment or decree
approving or ordering any of the foregoing shall be entered and continue
unstayed and in effect, for a period of 30 or more days; or an order for relief
against Maker shall be entered in an involuntary case under the United States
Bankruptcy Code; or


 


(f)                                    A final judgment
or judgments issued by a court of competent jurisdiction for the payment of
money in excess of $25,000 in the aggregate (exclusive of judgment amounts
fully covered by insurance where the insurer has admitted liability in respect
of such judgment) or in excess of $50,000 in the aggregate (regardless of
insurance coverage) shall be rendered by a one or more governmental persons
having jurisdiction against Maker and the same shall not be discharged (or
provision shall not be made for such discharge), or a stay of execution of the
relevant judgment shall not be procured, within 30 days from the date of entry
of such judgment and Maker shall not, within that 30-day period, or such longer
period during which execution of the same shall have been stayed, appeal from
and cause the execution of such judgment to be stayed during such appeal.


 


8.                                       Remedies; Late
Payment Penalty.  Upon the occurrence of an
Event of Default and without demand or notice, Holder may declare the principal
amount then outstanding of, and the accrued interest on, the Obligation of
Maker to be forthwith due and payable, whereupon such amounts shall be
immediately due and payable without presentment, demand, protest or other
formalities of any kind, all of which are hereby expressly waived by Maker and
Maker may exercise all rights and remedies available to it under the Agreement
or any succeeding agreement).


 


9.                                       Waiver.  Maker hereby waives diligence, presentment,
protest and demand, notice of protest, dishonor and nonpayment of this Note and
expressly agrees that, without in any way affecting the liability of Maker
hereunder, Holder may extend any maturity date or the time for payment of any
installment due hereunder, accept security, release any party liable hereunder
and release any security now or hereafter securing this Note.  Maker further waives, to the full extent
permitted by law, the right to plead any and all statutes of limitations as a
defense to any demand on this Note, or on any deed of trust, security agreement,
lease assignment, guaranty or other agreement now or hereafter securing this
Note.


 


10.                                 Attorneys’ Fees;
Costs.  Maker agrees to pay to Holder
all costs and expenses including attorneys’ fees and costs, incurred by Holder
in connection with the negotiation, preparation or execution of the loan and
this Note.  If this Note is not paid
when due or if any 


 


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Event of Default
occurs, Maker promises to pay all costs of enforcement and collection,
including but not limited to, Holder’s attorneys’ fees, whether or not any
action or proceeding is brought to enforce the provisions hereof.


 


11.                                 Severability.  Every provision of this Note is intended to
be severable.  In the event any term or
provision hereof is declared by a court of competent jurisdiction, to be
illegal or invalid for any reason whatsoever, such illegality or invalidity
shall not affect the balance of the terms and provisions hereof, which terms
and provisions shall remain binding and enforceable.


 


12.                                 Interest Rate
Limitation.  Holder and Maker stipulate and
agree that none of the terms and provisions contained herein or in the
Agreement shall ever be construed to create a contract for use, forbearance or
detention of money requiring payment of interest at a rate in excess of the
maximum interest rate permitted to be charged by the laws of the State of
California.  In such event, if any
Holder of this Note shall collect monies which are deemed to constitute interest
which would otherwise increase the effective interest rate on this Note to a
rate in excess of the maximum rate permitted to be charged by the laws of the
State of Nevada, all such sums deemed to constitute interest in excess of such
maximum rate shall, at the option of Holder, be credited to the payment of the
sums due hereunder or returned to Maker.


 


13.                                 Number and Gender.  In this Note the singular shall include the
plural and the masculine shall include the feminine and neuter gender, and vice
versa, if the context so requires.


 


14.                                 Headings.  Headings at the beginning of each numbered
paragraph of this Note are intended solely for convenience and are not to be
deemed or construed to be a part of this Note.


 


15.                                 Choice of Law.  This Note shall be governed by and construed
in accordance with the laws of the State of California.  Any action to enforce this Note shall be
brought in state or federal courts located in Orange County, California.


 


16.                                 Miscellaneous.


 


(a)                                  All notices and
other communications provided for hereunder shall be in writing and shall be
delivered by United States mail, certified or registered, return receipt
requested to the respective party at the address provided in the Agreement or
otherwise provided for such purpose.


 


(b)                                 No failure or
delay on the part of Holder or any other holder of this Note to exercise any
right, power or privilege under this Note and no course of dealing between
Maker and Holder shall impair such right, power or privilege or operate as a
waiver of any default or an acquiescence therein, nor shall any single or
partial exercise of any such right, power or privilege preclude any other or
further exercise thereof or the exercise of any other right, power or
privilege.  The rights and remedies
herein expressly provided are cumulative to, and not exclusive of, any rights
or remedies, which Holder would otherwise have.  No notice to or demand on Maker in any case shall entitle Maker
to any other or further notice or demand in similar or other circumstances or
constitute a waiver of the right of Holder to any other or further action in
any circumstances without notice or demand.


 


(c)                                  Maker and any
endorser of this Note hereby consent to renewals and extensions of time at or
after the maturity hereof, without notice, and hereby waive diligence,
presentment, protest, demand and notice of every kind.


 


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(d)                                 Maker may not
assign its rights or obligations hereunder without prior written consent of
Holder.  Subject to compliance with
applicable federal and state securities laws, Holder may (i) assign all or any
portion of this Note without the prior consent of Maker or (ii) sell or agree
to sell to one or more other persons a participation in all or any part of the
Note without the prior consent of Maker. 
Upon surrender of the Note, Maker shall execute and deliver one or more
substitute notes in such denominations and of a like aggregate unpaid principal
amount or other amount issued to Holder and/or to Holder’s designated
transferee or transferees.  Holder may furnish
any information in the possession of Holder concerning Maker, or any of its
respective subsidiaries, from time to time to assignees and participants
(including Prospective assignees and participants).


 


IN WITNESS WHEREOF, Maker has caused this Note to
be duly executed and delivered as of the day and year and at the place first
above written.


 


	
   

  	
  MAKER:

  
	
   

  	
   

  
	
   

  	
  Nucotec, Inc.,

  
	
   

  	
  a Nevada corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Earl T. Shannon

  	
   

  
	
   

  	
  BY: Earl T. Shannon

  
	
   

  	
  ITS: President

  
	
   

  	
   

  
	
   

  	
  CERTIFIED AS AUTHORIZED BY BOARD
  OF

  DIRECTORS OF NUCOTEC, INC.:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Steven W. Hudson

  	
   

  
	
   

  	
  BY: Steven W. Hudson

  
	
   

  	
  ITS: Secretary

  
	
   

  	
   

  
	
   

  	
  HOLDER:

  
	
   

  	
   

  
	
   

  	
  Earl T. Shannon

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Earl T. Shannon

  	
   

  
	
   

  	
  Earl T. Shannon, an individual

  



 


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