Filed by Automated Filing Services Inc. (604) 609-0244 - Encore Clean Energy, Inc. - Exhibit 10.1





 CONVERTIBLE NOTE

 THIS CONVERTIBLE NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
  ACT OF 1933, AS AMENDED. THIS CONVERTIBLE NOTE MAY NOT BE OFFERED OR SOLD EXCEPT
  PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
  OF 1993, AS AMENDED, OR (ii) AN EXEMPTION FROM REGISTRATION UNDER SAID ACT WHERE
  THE HOLDER HAS FURNISHED TO THE COMPANY AN OPINION OF ITS COUNSEL, IF SUCH OPINION
  SHALL BE SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION FROM REGISTRATION UNDER
  SUCH ACT IS AVAILABLE. 

 6 % CONVERTIBLE NOTE

	  $375,000.00  	 January 14, 2005  


 FOR VALUE RECEIVED, the undersigned, ENCORE CLEAN ENERGY,
  INC., a Delaware corporation (the “Payor” or the “Company”),
  having its executive offices located at Suite 610-375 Water Street, Vancouver,
  BC, Canada, V6B 5C6 hereby promises to pay to Robert D. Hunt, an individual
  residing at 23707 Redfish Lane, Pass Christian, Mississippi 39571 (the “Payee”),
  on December 31, 2009 (the “Maturity Date”) at the Payee’s
  address set forth hereinabove or, at such other place as the Payee shall hereafter
  specify in writing, the principal sum of Three Hundred Seventy-Five Thousand
  Dollars ($375,000), in such coin or currency of the United States of America
  as at the time shall be legal tender for the payment of public and private debts.


	 1.      	 Maturity Date. This Convertible
        Note shall mature on December 31, 2009 (the “Maturity Date”)
        unless earlier terminated by prepayment as provided herein. 

	 
	 2.      	 Interest and Payment 
	 
	 	 2.1.      	 The unpaid principal amount hereof shall bear no
        interest through December 31, 2006 and thereafter shall bear simple interest
        from January 1, 2007 at the rate of 6 % per annum until the Maturity Date
        (or until any such earlier date of payment if this Convertible Note is
        prepaid as hereinafter provided). 

	 





 

	 	 2.2.      	 Interest shall be payable in full on the Maturity
        Date (or on any such earlier date of payment if this Convertible Note
        is prepaid as hereinafter provided). 

	 
	 	 2.3.      	 If payment of the principal amount hereof and interest
        accrued thereon is not made when due and payable, at the Maturity Date
        or upon acceleration, then interest shall accrue on such unpaid amount
        from the date of nonpayment to the date of payment at the lesser interest
        rate of 12 % simple interest per annum or the maximum interest rate permitted
        by applicable law. 

	 


	 3.      	 Prepayment. At the option of the
        Payor, and with not less than ten days prior notice to the registered
        holder hereof, this Convertible Note may be prepaid in whole or in part
        at any time or from time to time, without penalty or premium. Each partial
        prepayment of this Convertible Note shall first be applied to interest
        accrued through the date of prepayment and then to principal. 

	 
	 4.      	 Conversion Privilege. 
	 
	 	 4.1      	 At any time prior to payment of this Convertible
        Note in full by the Company, the registered holder of this Convertible
        Note may convert the principal balance and any accrued and unpaid interest
        then owing on this Convertible Note, into shares of the common stock of
        the Company (no par value) at a price per share of US$0.50, provided
        that the Company may elect to pay all or a portion of any accrued interest
        in cash, and if such payment is elected by the Company, such interest
        will not be converted into stock. This conversion right must be exercised
        at or prior to the date of Maturity or, if a Conversion Effective Time
        has been set as provided for under Sections 3.1 and 4.2, at or prior to
        the Conversion Effective Time. 

	 
	 	 4.2      	 The Conversion Effective Time shall be any prepayment date established
      by Payor under Section 3, Prepayment. 
	 
	 	 4.3      	 This conversion privilege may be exercised as to
        amounts less than the full face value of this Convertible Note, provided
        however, that such incremental amounts of exercise and conversion shall
        be in amounts evenly divisible by $1,000.00 

	 





 

	 	 4.4      	 The registered holder of this Convertible Note shall have no anti-dilution
      rights. 
	 
	 	 4.5      	 Payor shall at all times while any portion of this
        Convertible Note remains outstanding reserve for issuance from the authorized
        and un-issued common stock of the Company sufficient shares to honor any
        conversion request by the holder of the Convertible Note as may be received
        from time to time. 

	 


	 5.      	 Events of Default. The occurrence
        of each or any of the following conditions, events or acts shall constitute
        an “Event of Default:” 

	 	 
	 	5.1. 	The dissolution of the Payor; or 

	 	 	

	 	5.2. 	The Payor’s assignment for the benefit of creditors,
        application for or appointment of a receiver, filing of a voluntary or
        involuntary petition under any provision of the Federal Bankruptcy Code
        or amendments thereto or any other federal or state statute affording
        relief to debtors; or if there shall be commenced against the Payor any
        such proceeding or filed against the Payor any such application or petition
        which proceeding, application or petition is not dismissed or withdrawn
        within thirty (30) days of commencement or filing as the case may be;
        or

	 	 	

	 	5.3. 	The failure of Payor to hold in reserve sufficient
        authorized but un-issued shares of the Company’s common stock to
        honor any conversion request that may be tendered by the holder of this
        Convertible Note as provided under Section 4 above.

	 	 	

	 	5.4. 	 The failure by the Payor to make any payment of any
        amount of principal on, or accrued interest under, this Convertible Note,
        as and when the same shall become due and payable. 

	 


	 6.      	 Suits for Enforcement and Remedies. If any
        one or more Events of Default shall occur and be continuing, the holder
        of this Convertible Note may proceed to protect and enforce such holder’s
        rights either by suit in equity or by action at law, or both, whether
        for the specific performance of any covenant, condition or agreement contained
        in this Convertible Note or in any agreement or document referred to herein
        or in aid of the exercise of any power granted in this Convertible Note
        or in 

	 







	 	any agreement or document referred to herein, or proceed to enforce the
      payment of this Convertible Note or to enforce any other legal or equitable
      right of the holder of this Convertible Note. No right or remedy herein
      or in any other agreement or instrument conferred upon the holder of this
      Convertible Note is intended to be exclusive of any other right or remedy,
      and each and every such right or remedy shall be cumulative and shall be
      in addition to every other right and remedy given hereunder or now or hereafter
      existing at law or in equity or by statute or otherwise. 
	 	 
	7.  	Fees, Waivers, Other. 


	 	 	 
	 	7.1. 	 If the holder of this Convertible Note shall institute
        any action to enforce the collection of any amount of principal of and/or
        interest on this Convertible Note, and there shall be any amount of principal
        of and/or interest on this Convertible Note owed to the holder, then there
        shall be immediately due and payable from the Payor, in addition to the
        then unpaid sum of this Convertible Note, all reasonable costs and expenses
        incurred by the Payee in connection therewith, including, without limitation,
        reasonable attorneys’ fees and disbursements. 

	 	 	 
	 	7.2. 	 No forbearance, indulgence, delay or failure to exercise
        any right or remedy with respect to this Convertible Note shall operate
        as a waiver, nor as an acquiescence in any default, nor shall any single
        or partial exercise of any right or remedy preclude any other or further
        exercise thereof or the exercise of any other right or remedy. 

	 	 	 
	 	7.3. 	This Convertible Note may not be modified or discharged
        except by a writing duly executed by the Payor and the Payee. 

	 	 	 
	 	7.4. 	The Payor hereby expressly waives demand and presentment
        for payment, notice of nonpayment, notice of dishonor, protest, notice
        of protest, bringing of suit, and diligence in taking any action to collect
        amounts called for hereunder, and shall be directly and primarily liable
        for the payment of all sums owing and to be owing herein, regardless of
        and without any notice, diligence, act or omission with respect to the
        collection of any amount called for hereunder or in connection with any
        right, lien, interest or property at any and all times which the Payee
        had or is existing as security for any amount called for hereunder. 

	 	 	 






	 	7.5. 	The Payor shall bear all of its expenses, including
        attorneys’ fees incurred in connection with the preparation of this
        Convertible Note. 

	 	 	 
	8.  	 Miscellaneous. 

	 	 	 
	 	8.1. 	 The headings of the various paragraphs of this Convertible
        Note are for convenience of reference only and shall in no way modify
        any of the terms or provisions of this Convertible Note. 

	 	 	 
	 	8.2. 	 All notices required or permitted to be given hereunder
        shall be in writing and shall be deemed to have been duly given when personally
        delivered or sent by registered or certified mail, return receipt requested,
        postage prepaid, to the address of the intended recipient set forth in
        the preamble to this Convertible Note or at such other address as the
        intended recipient shall have hereafter given to the other party hereto
        pursuant to the provisions hereof. 

	 	 	 
	 	8.3. 	 This Convertible Note shall be governed by the laws
        of the State of Washington without reference to or application of its
        conflicts of laws provisions. 



 ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND
  CREDIT, OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE
  UNDER WASHINGTON LAW. 

	 ATTEST:  	 ENCORE CLEAN ENERGY, INC.  
	 	 
	 /signed/Robert Hunt  	 /signed/Dan Hunter  
	 Name: Robert Hunt  	 Name: Dan Hunter  
	  	 Title: CEO and Director