ex10_5.htm


     

    
      PROMISSORY
NOTE

       

      $1,750,000 April
9, 2010

       

      FOR VALUE
RECEIVED, undersigned, Teen Glow Makeup, Inc. (name change to American Power
Corp. in process), a Nevada corporation, hereby promises to pay to the order of
JBM Energy Company, LLC, a Delaware limited liability company ("JBM"), the
principal sum of One Million Seven Hundred Fifty Thousand U.S. Dollars
($1,750,000), to be payable according to the following schedule and
terms.

       

      1.
Principal payments shall be made in the following amounts on the following
dates:

       

      
        	
                a.  

              	
                $200,000
      on July 9, 2010.

              


      

       

                  
b. $200,000
on January 9, 2011.

       

      
        	
                c.  

              	
                $100,000
      90 days following completion of the Reserve Study and Mining Plan by
      undersigned as required by undersigned's agreement with JBM, but in no
      event later than on April 9, 2012.

              


      

       

      
        	
                d.  

              	
                Commencing
      on April 9, 2014, the remaining principal balance of One Million Two
      Hundred Fifty Thousand U.S. Dollars ($1,250,000) shall be paid in eight
      (8) equal quarterly installments plus all accrued interest on the unpaid
      principal balance due on the date of each installment payment of
      principal. Said quarterly installments of $156,250 each, plus the accrued
      interest, shall be paid on April 9, 2014, July 9, 2014, October 9, 2014,
      January 9, 2015, April 9, 2015, July 9, 2015, October 9, 2015 and January
      9, 2016.

              


      

       

      
        	
                 
      

              	
                2.
      This Note shall bear interest at the rate of five percent (5%) per annum,
      but no interest shall be due and payable by undersigned during the first
      two (2) years following April 9, 2010. Interest shall commence to accrue
      starting on April 9, 2012, and interest only payments of $15,625 each
      shall be paid quarterly on the ninth (9th)
      day of each following July, October, January and April of every year
      through April 9, 2014 when thereafter quarterly interest payments are
      calculated on unpaid principal balances through the end of each
      quarter.

              


      

       

      
        	
                 
      

              	
                3.
      Undersigned shall have the right to prepay all or any .part of the
      principal balance at any time without
penalty.

              


      

       

      
        	
                 
      

              	
                4.
      All payments of principal and interest shall be made in cash by bank wire
      according to bank wire instructions given by JBM to undersigned from time
      to time.

              


      

       

      
        	
                 
      

              	
                5.
      All payments shall be first applied to interest and the balance to
      principal. All prepayments shall be applied in reverse order of
      maturity.

              


      

       

      
        	
                 
      

              	
                6.
      This Note is secured by a Mortgage of even date herewith (the "Mortgage")
      which constitutes a first lien upon coal and other mineral rights located
      in Judith Basin County, Montana.

              


      

       

      7. This
Note shall become due and payable at the option of the holder hereof,
immediately upon default in payment of any installment of principal or interest
payable hereunder, or any part thereof, or upon failure to comply with any of
the terms, covenants, conditions or agreements contained in the Mortgage or
other security instrument securing this Note, or upon the dissolution or
liquidation of the undersigned, or upon the filing by undersigned of an
assignment for the benefit of creditors, a petition in bankruptcy or other
relief under the Bankruptcy Code, or by suffering an involuntary petition in
bankruptcy or receivership not vacated within 30 days.

       

      
        	
                8.  

              	
                The
      undersigned agrees to pay all costs of collection, including reasonable
      attorney and paralegal fees, if this Note is placed in the hands of an
      attorney for collection after default, and hereby waives demand,
      presentment for payment, protest, notice of protest, and notice of
      dishonor.

              


      

       

      
        	
                9.  

              	
                Waiver
      by the holder hereof of any default by the undersigned shall not
      constitute a waiver by the holder of a subsequent default. Failure by the
      holder to exercise any right, power or privilege which it may have by
      reason of a default by the undersigned, shall not preclude the exercise of
      such right, power or privilege, so long as such default remains uncured or
      if a subsequent default occurs.

              


      

       

      
        	
                10.  

              	
                If
      the coal or other mineral rights encumbered by the Mortgage, or any
      portion thereof, or any interest therein, are sold, mortgaged, or conveyed
      or become subject to an agreement to sell, mortgage, or convey prior to
      the time this Note shall have been paid in full, then the entire balance
      of principal and accrued interest hereunder shall at the option of the
      holder hereof become immediately due and
  payable.

              


      

       

      
        	
                11.  

              	
                If
      Buyer makes timely all payments provided for hereunder, and if Buyer
      becomes entitled to receive the 40% equity interest in JBM as provided for
      in paragraph 10.a. of the Coal Buy and Sell Agreement between Buyer and
      JBM, this Promissory Note for the remaining balance of $1,250,000 shall be
      cancelled.

              


      

       

      
        	
                12.  

              	
                This
      note is made and executed under, and is in all respects to be governed by,
      the laws of the State of Montana.

              


      

       

      This Note
is being executed this 9th day
of April, 2010.

       

      TEEN GLOW
MAKEUP, INC. (name change to American Power Corp. in process)

      By: /s/ Johannes
Petersen

      President

      Undersigned
Maker

      


      Signed in
the presence of:

      


      


      /s/ Robin
Fleming

      Witness