ex10_4.htm


     

    
      PROMISSORY
NOTE

       

      $1,950,000 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
Russell B. Pace, Jr. ("Pace") the principal sum of One Million Nine Hundred
Fifty Thousand U.S. Dollars ($1,950,000), 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 October 9, 2010.

              


      

       

                   
b. $200,000
on April 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 Pace, but in no
      event later than on April 9, 2012.

              


      

       

      
        	
                d.  

              	
                $200,000
      180 days following completion of the Reserve Study and Mining Plan by
      undersigned as required by undersigned's agreement with Pace, but in no
      event later than April 9, 2012.

              


      

       

      
        	
                e.  

              	
                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.

              


      

       

      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 Pace 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 he 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