Exhibit 10.5


FORM OF 8% DEMAND NOTE MADE TO EACH OF WORLD ASSET MANAGEMENT, INC. AND
MICHEL G. LAPORTE


PROMISSORY NOTE


Dated: 


          FOR
VALUE RECEIVED, the undersigned, Methes Energies Canada Inc., a corporation
organized under the laws of Ontario (“Borrower”), hereby promises to pay to the
order of _________ (“Lender”), the principal sum of ____________ Dollars US
($_______), (the “Note”) which Lender has funded to Borrower (the “Loan”) from
the date hereof until payment in full at the rates and in the manner described
herein. Payments shall be made in immediately available United States dollar
funds on the day of payment.


This Note
along with its interest shall be due and payable on demand (the “Maturity
Date”). On the Maturity Date, the principal of this Note and all accrued and
unpaid interest thereon shall be paid to the Lender. 


          1.
The Note shall bear interest at the rate of 8 % per annum “Interest Rate” and
shall commence accruing on the first day after the date hereof on the principal
amount of the Loan and thereafter until full payment.


          2.
All notices, demands, approvals and other communications provided for herein
shall be in writing and may be delivered by personal delivery, by prepaid
overnight courier service or by facsimile, addressed to the intended recipient
at the address specified below, or at such other address as my be specified in
a written notice delivered by registered mail or courier. Any notice shall be
deemed delivered upon actual receipt by the party to whom it is address after
personal delivery or by registered mail or courier on the date on which a
signed delivery receipt is given.


	
  

 	
  

 
	
  

 	
 To the
 Borrower:

 
	
  

 	
  

 
	
  

 	
 Methes
 Energies Canada Inc.

 
	
  

 	
 4170
 Sladeview Crescent (Unit 5)

 
	
  

 	
 Mississauga,
 Ontario L5L 0A1

 
	
  

 	
 FAX: (866)
 276-9589

 
	
  

 	
  

 
	
  

 	
 To the
 Lender:

 
	
  

 	
  

 
	
  

 	
 [                              ]

 



          3.
Borrower hereby waives presentment and demand for payment, notice of dishonor,
protest and notice of protest of this Note and agrees to perform and comply
with each of the terms, covenants and provisions contained in this Note on the
part of Borrower to be observed or performed. No release of any security for
the principal sum due under this Note or extension of time for payment of this
Note, or any installment hereof, shall release, discharge, modify, change or
affect the liability of Borrower under this Note.





          4.
The terms of this Note shall be governed and construed under the laws of the
Province of Ontario. Borrower hereby agrees that, in the event Borrower
breaches its obligations hereunder, any court located in the Province of
Ontario shall have jurisdiction to hear any suit, action or proceeding brought
by Lender arising out of or in connection with such breach. Borrower hereby
acknowledges and irrevocably consents and submits to the jurisdiction of such
courts in any such suit, action or proceeding.


          5.
Time is of the essence with respect to every provision hereof. This Note shall
inure to the benefit of Lender, its successors, heirs, and representatives and
shall binding on Borrower and its successors, heirs, and representatives. 


          6.
This Note may not be modified or terminated orally but only by an agreement in
writing signed by the party against whom enforcement of such change or
termination is sought until paid in full.


          IN
WITNESS WHEREOF, this Note has been duly executed by the Borrower as of the
____ day of _____.


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Methes
 Energies Canada Inc.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	

 


 	
  

 	

 


 
	
  

 	
 Witness

 	
  

 	
  

 
	
  

 	
 Name: