ex4two.htm


     

     

    
      

      

    

    
 

    PROMISSORY
NOTE

     

    July 1, 2008

     

     

    Subject
to the terms and conditions of this Note and for good and valuable consideration
received, Island Scallops Limited, a British Columbia Company (the “Borrower”), promises to pay to
the order of Leslie I. Rombough or its assignee (the “Lender”), the principal amount
of thirty  thousand ($30,000.00) (the “Principal”) Dollars. The
Principal shall be paid by Borrower to Lender in equal monthly payments in the
amount of $5,000.00 each, commencing the last day of September 30, 2008 and
continuing on the same date of each and every consecutive month until fully
paid.

     

    This Note
may be prepaid in whole or in part at any time without premium or
penalty.

    


    1.  Interest
Rate. There
shall be no interest due to Lender on the Principal.

     

    
      	
              2.  

            	
              Payments.

            


    

     

    
      	 	
              Principal. All payments of the
      Principal payable on or in respect of this Note shall be made to Lender in
      Canadian dollars, by wire transfer, certified check or other “immediately
      available” funds. Borrower shall make such payments of the Principal to
      Lender at the address of Lender set forth hereto or at such other place as
      Lender shall have notified Borrower in
writing.

            


    

     

    
      	 	
              No
      Set-off.  All
      payments on or in respect of this Note shall be made to Lender without
      set-off or counterclaim and free and clear of and without any deductions
      of any kind.

            


    

     

    
      	 	
              Release
      Upon Payment In Full. Upon payment in full
      of the Principal, Borrower shall be forever released from all its
      obligations and liabilities under this
Note.

            


    

     

    
      	
              3.  

            	
              Event
      of Default.  Notwithstanding the foregoing, this Note
      shall be immediately due and payable, in the event of the occurrence and
      continuation of any of the following (each an “Event of
      Default”):

            


    

     

    
      	 	
              Insolvency.
      Borrower becomes insolvent or makes any assignment for the benefit of its
      creditors.

            


    

     

    
      	 	
              Bankruptcy.
      Borrower files (or consents to the filing of) any petition or complaint
      pursuant to federal or state bankruptcy or insolvency laws seeking the
      appointment of a receiver or trustee for any of its assets, seeking the
      adjudication of Borrower as bankrupt or insolvent, seeking an “order for
      relief” under such statutes, or seeking a reorganization of or a plan of
      arrangement for Borrower and such petition is not dismissed within 60 days
      after the filing thereof, or

            


    

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    Default.
(a) Borrower materially defaults in the due observance or performance of any
covenant, condition or agreement on the part of Borrower to be observed or
performed pursuant to the terms of this Note, (b) Lender gives written demand to
Borrower, and Borrower(c) such default or breach remains uncured ten (10) days
after Borrower receives such written demand.

    


     

    Security
Interest.  Borrower shall
have a security interest in the SC170 commercial vessel until such time as the
principal amount of this Note has been repaid in full.

     

    
      	
              4.  

            	
              Miscellaneous.

            


    

     

    
      	 	
              Notices. All notices (including
      other communications required or permitted) under this Note must be in
      writing and must be delivered (a) in person, (b) by registered
      or certified mail, postage prepaid, return receipt requested, (c) by
      a generally recognized courier or messenger service that provides written
      acknowledgement of receipt by the addressee, or (d) by facsimile or
      other generally accepted means of electronic transmission with a
      verification of delivery.  Notices are deemed delivered when
      actually delivered to the address for notices as
  follows:

            


    

     

    To
Lender:

    


    Leslie I.
Rombough

    Box
375

    Quathiaski
Cove, BC  V0P 1N0

    


    


    To
Borrower:

    


    Island
Scallops, Ltd.

    5552 West
island Highway

    Qualicum
Beach, British Columbia

    Canada
V9K 2C8

    Attn:
Lisa Vernon

    


    With a
copy, which shall not constitute notice, to:

    


    Leser,
Hunter, Taubman & Taubman

    17 State Street, 16th
Floor

    New York, New York 10004

    Attn:   Louis
Taubman

    


     

    
 

    
      
         

      

      
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    Any party
may by written notice as set forth herein change the address or telephone/fax
numbers to which notices or other communications to it are to be delivered or
mailed.

    


    
      	 	
              Attorneys’
      Fees and Costs.  If any legal
      action, arbitration or other proceeding is brought to collect or enforce
      this Note, Lender will be entitled to recover reasonable attorneys’ fees
      and expenses and other costs incurred in such action, arbitration or
      proceeding from Borrower, in addition to any other relief, if Lender is
      the prevailing party.

            


    

     

    
      	 	
              Severability.  The
      provisions of this Note are severable.  The invalidity, in whole
      or in part, of any provision of this Note shall not affect the validity or
      enforceability of any other of its provisions. If one or more provisions
      hereof shall be declared invalid or unenforceable, the remaining
      provisions shall remain in full force and effect and shall be construed in
      the broadest possible manner to effectuate the purposes
      hereof.  The parties further agree to replace such void or
      unenforceable provisions of this Note with valid and enforceable
      provisions which will achieve, to the extent possible, the economic,
      business and other purposes of the void or unenforceable
      provisions.

            


    

     

    
      	 	
              Headings;
      Exhibits; References. The headings in this
      Note are only for convenience and ease of reference and are not to be
      considered in construction or interpretation of this Note, nor as evidence
      of the intention of the parties hereto.  All exhibits, schedules
      and appendices attached to this Note are incorporated herein. Except where
      otherwise indicated, all references in this Note to Sections refer to
      Sections of this Note.

            


    

     

    
      	 	
              Amendments.  Any
      provision of this Note may be amended or modified upon the written consent
      of all parties to this Note.

            


    

     

    
      	 	
              Delays
      or Omissions.  No delay or
      failure by any party to insist on the strict performance of any provision
      of this Note, or to exercise any power, right or remedy, will be deemed a
      waiver or impairment of such performance, power, right or remedy or of any
      other provision of this Note nor shall it be construed to be a waiver of
      any breach or default, or an acquiescence therein, or of or in any similar
      breach or default thereafter
occurring.

            


    

     

    
      	 	
              Interpretation.  If any
      claim is made by a party relating to any conflict, omission or ambiguity
      in the provisions of this Note, no presumption or burden of proof or
      persuasion will be implied because this Note was prepared by or at the
      request of any party or its
counsel.

            


    

     

    
      	
               
      

            	
              5.9

            	
              Governing
      Law; Venue.
      This Note shall be governed by and be construed in accordance with the
      laws of British Columbia, Canada without regard to the conflicts of law
      rules of such state.

            


    

     

     

     

    
      
         

      

      
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              5.10

            	
              Binding
      Effect; Parties in Interest. This Note is binding
      upon and benefits only the parties and their respective permitted
      successors and assigns.  Nothing in this Note gives any rights
      or remedies to any person other than the parties and their respective
      permitted successors and assigns, nor does anything in this Note relieve
      or discharge any obligation or liability of any third person to any
      party.  No provision of this Note gives any third person any
      right of subrogation or action over or against any party to this
      Note.

            


    

     

    
      	 	
              Replacement
      of Note.  Upon
      receipt of evidence reasonably satisfactory to Borrower of the loss,
      theft, destruction or mutilation of this Note and (in the case of loss,
      theft or destruction) upon delivery of an indemnity agreement (with surety
      if reasonably required) in an amount reasonably satisfactory to Borrower,
      or (in the case of mutilation) upon surrender and cancellation of this
      Note, Borrower will issue, in lieu thereof, a new Note of like
      tenor.

            


    

     

    
      	 	
              Counsel.  Each party
      to this Note represents and warrants that it has received the advice and
      counsel of an attorney in connection with the negotiation, preparation and
      execution of this Agreement.

            


    

     

    
      	 	
              Miscellaneous.  Borrower
      hereby waives presentment, demand, notice, protest and all other demands
      and notices in connection with the delivery, acceptance, performance and
      enforcement of this Note, except as specifically provided herein, and
      assent to extensions of the time of payment, or forbearance or other
      indulgence without notice.

            


    

     

    


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    IN
WITNESS WHEREOF, the parties have caused this Note to be issued as of the date
first written above.

     

    


     

    BORROWER

    


    Island
Scallops Ltd.

    


    


    By:      ________________________                                                          

    (Signature)

    


    Name:
Robert Saunders

    


    


    Title:
CEO

    


    


     

    LENDER

    


    LESLIE
I. ROMBOUGH

    


    


    By:   ________________________                                                             

    (Signature)

    


     

    
    

    


    
    

    



    
      
        
          


           

        

         


      

      
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