exv10w32



 





Exhibit 10.32




PROMISSORY NOTE

(Line of Credit)




March 7, 2007




	 	 	 
	Borrower:

	 	Oceanic Exploration Company
	 
	 	 
	Lender:

	 	NWO Resources, Inc.
	 
	 	 
	Amount:

	 	$4,000,000.00 






     For value received, Borrower promises to pay to the order of Lender at Denver, Colorado, the
sum of four million dollars ($4,000,000.00) or such other principal balance as may be outstanding
hereunder in lawful money of the United States with interest thereon at a rate, computed on the
basis of a three hundred sixty (360) day year, of two (2)% over the prime lending rate of U.S. Bank
per annum. Interest shall be fixed and set on each draw as of the date of such draw.



     Interest shall accrue from the date of disbursement of the principal amount or portion thereof
until paid, both before and after judgment, in accordance with the terms set forth herein.



     All principal and interest shall be paid upon the earlier of the following: (i) obtaining
alternative financing in an amount of not less than $4,000,000, or (ii) resolution of the lawsuit
to the benefit of the plaintiffs for an amount not less than $4,000,000 or (iii) payment within one
year of the original loan date. All payments shall be applied first to accrued interest and the
remainder, if any, to principal.



     This Promissory Note shall be a revolving line of credit under which Borrower may repeatedly
draw and repay funds, so long as the aggregate, outstanding principal balance at any time does not
exceed the principal amount of this Promissory Note. Disbursements under this Promissory Note
shall be made upon request from Borrower.



     If, at any time prior to the maturity of this Promissory Note, this Promissory Note shall have
a zero balance owing, this Promissory Note shall not be deemed satisfied or terminated but shall
remain in full force and effect for future draws unless terminated upon other grounds or unless the
right to future borrowings is waived in writing by Borrower.



     Borrower may prepay all or any portion of this Promissory Note at any time without penalty.



     If a default occurs in the payment of any principal or interest when due, Lender shall give
notice to Borrower and the opportunity to cure such default within five (5) days. If such default
is not cured within such five-day period, time being the essence hereof, then the entire unpaid



 









 






balance, with interest as aforesaid, shall, at the election of the holder hereof and without
notice of such election, become immediately due and payable in full.



     Upon default in payment of any principal or interest when due, all outstanding principal shall
bear interest at a default rate from the date when due until paid, both before and after judgment,
which default rate shall be five (5)% over the prime lending rate of U.S. Bank per annum.



     If this Promissory Note becomes in default, Borrower agrees to pay to the holder hereof all
collection costs, including reasonable attorney fees and legal expenses, in addition to all other
sums due hereunder.



     This Promissory Note shall be governed by and construed in accordance with the laws of the
State of Colorado.



     Borrower hereby waives presentment for payment, protest, notice of protest and of non-payment
and of dishonor, and consent to extensions of time, renewal, waivers or modifications without
notice.



	 	 	 	 	 
	 	Borrower:



OCEANIC EXPLORATION COMPANY

 	 
	 	By:  	/s/ Charles N. Haas
 	 
	 	 	Charles N. Haas, President 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	Lender:





NWO RESOURCES, INC.

 	 
	 	By:  	/s/ Joseph E. Maskalenko
 	 
	 	 	Joseph E. Maskalenko, Asst. Secretary 	 
	 	 	 	 
	 




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