exh10-35_note.htm


     

    
      

      

    

     

     

     

     

     

     

     

     

    EXHIBIT 10.35

     

    FIRST AMENDED AND RESTATED CONVERTIBLE
PROMISSORY NOTE 

    ISSUED TO ESTATE OF BERNIE DUNLAP DATED JANUARY
1, 2008

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    F
I R S T   A M E N D E D   A N D   R E S T A T E
D

    C
O N V E R T I B L E   P R O M I S S O R Y   N O T
E

    


    $41,206.79                                                                                                                                   

    January
1, 2008

    Denver, Colorado

    


    FOR VALUE RECEIVED, PARK-PREMIER MINING
COMPANY, a Utah corporation ("Maker"), hereby promises to pay to the order of
the Estate of Bertie Dunlap or its assigns ("Holder"), at 32391 Horseshoe Drive,
Evergreen, Colorado 80439 or at such other place Holder may from time to time
designate in writing, in lawful money of the United States of America, the
principal sum of Forty One Thousand Two Hundred Six and 29/100 US Dollars
($41,206.29), together with interest commencing January 1, 2007 on the unpaid
balance at the rate of Twelve Percent (12%) per annum. “Maturity Date” means
December 31, 2009.  This instrument amends, restates and replaces in
full the Convertible Promissory Note by Maker dated January 1, 2007 in the face
amount of $41,206.79.

    


    This Note
may be converted, in whole or in part, into shares of Maker's common stock at
the conversion price of $.10 per share or such other conversion price as the
board of directors of Maker may deem appropriate, not in excess of $.10 per
share, at any time prior to the full payment hereof, at the Holder's
option.

    


    This Note
is subject to prepayment in whole or in part, upon ten (10) days prior written
notice to Holder, at the option of Maker without penalty but subject to exercise
of Holder’s conversion rights.  Prepayments shall be applied first to
collection expenses, interest accrued and then to principal due
hereunder.

    


    In case
this Note shall not be paid in full whenever it shall become due, the Maker
agrees to pay all costs and expenses of collection, including reasonable
attorney's fees, not to exceed 15% of the unpaid balance.

    


    All
rights and obligations hereunder shall be governed by the laws of the State of
Colorado, without application of its choice or conflict of law principles. If
any part of the assets or capital stock of Maker is sold or transferred without
Holder’s prior written consent, except sales and transfers in the ordinary
course of business and except transfers by devise, descent or by operation of
law upon the death of a joint tenant: (1) Holder may, at Holder’s option,
declare all the sums due under this Note to be immediately due and payable, and
(2) if the sale or transfer involves substantially all of the assets of Maker,
the transferee shall be deemed to have assumed all of the obligations of Maker
under this Note. This Note is unsecured.

    


    IN
WITNESS WHEREOF, the Maker has signed this Note effective as of the date first
above written.

    


    Description:  Cash
Advances

    PARK-PREMIER
MINING COMPANY

    


    


    By:   /s/ Jeffrey L.
Lee                                      


    Jeffrey L. Lee,
Vice-President