ex42.htm


    Exhibit
      4.2

     

     

    THIS
      NOTE
      HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
      "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE. THIS
      NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS TI-IIS NOTE IS
      REGISTERED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR
      ANY
      SUCH OFFER, SALE OR TRANSFER IS MADE UNDER AN AVAILABLE EXEMPTION FROM THE
      REGISTRATION REQUIREMENTS OF THOSE LAWS.

     

    PROMISSORY
      NOTE

    US$97,500                                                                                             JULY
      20,
      2007

     

    FOR
      VALUE
      RECEIVED and in full satisfaction of debt pursuant to a Convertible Debenture
      Purchase and Sale Agreement dated March 14, 2007, the undersigned promises
      to
      pay to the order of NP CAPITAL CORP., the principal sum of $97,500 in
      lawful money of the United States, with interest as
      described in Schedule "A" to this Promissory Note ("Note") and to be
      repaid according to Schedule "B" (the "Repayment Schedule") to this Note.
      However, the undersigned will receive a discount for early payment, and an
      option of Alternate Repayment of the Promissory Note, both as set out in
      Schedule "C" to this Note, which modifies the Repayment Schedule.

     

    The
      undersigned, when not in default hereunder, will have the privilege of prepaying
      in whole or in part the principal sum, together with interest accrued to
      the date of such payment, without notice or
      bonus,

     

    The
      undersigned acknowledges and agrees that further terms to this Note arc set
      out
      in Schedule "D" hereto_

     

    THIS
      PROMISSORY NOTE IS NOT A NEGOTIABLE INSTRUMENT.

     

    
      
        	 	 	 	 	 
	
                /s/

              	 	 	
                 

              	 
	
                Authorized
                  Signatory

              	 	 	
                 

              	 
	
                 

              	 	 	
                 

              	 


      

       

      Accepted:

       

    

    
      	 NP
              CAPITAL CORP.	 	 	 	 
	 	 	 	 	 
	
              /s/

            	 	 	
               

            	 
	
              Authorized
                Signatory

            	 	 	
               

            	 
	
               

            	 	 	
               

            	 


    

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    Schedule
      "A"

    Calculation
      and Payment of Interest

     

    Interest
      on the unpaid principal balance hereofwill be calculated as
      follows:

     

    1.  6%
      annual
      simple interest, paid every six months. The interest is to be calculated on
      the
      remaining outstanding Principal as of one day before the interest and principal
      bi-annual payment is made.

     

    2.  There
      is
      no penalty for early payment.

     

    3.
      110784655 B.C. LTD fails to make a payment, and provided the Note has not
      otherwise been paid, the amount remaining unpaid will continue to accrue annual
      simple interest.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    Schedule
      "B"

     

    Repayment
      Table

     

    The
      Principal of $97,500, less the discount set out in Schedule C 1.0, hereto
      (the "Principal") plus interest calculated pursuant to Schedule "A" above
      ("Interest") shall be repaid by 0784655 B.C. LTD to NP Capital Corp. on the
      dates and in the amounts provided in the table, below unless otherwise paid
      or
      altered by the provisions of Schedule "C" to this Note:

     

    
      	
              Payment

            	
              Date
                of Payment

            
	
              $10,000
                plus Interest

            	
              6
                months after Closing Date

            
	
              $17,240
                plus Interest

            	
              12
                months after Closing Date

            
	
              $31,780
                plus Interest

            	
              1.8
                months after Closing Date

            
	
              $31,780
                plus Interest

            	
              24
                months after Closing Date

            


    

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    Schedule
      "C"

    Discounts
      and Alternative Repayment

     

    1.0
      Discount for outstanding receivables:

     

    NP
      Capital Corp. and 0784655 B,C. L fll agree that the principal sum amount of
      the
      Note shall hereby be discounted by $6,700, thus adjusting the total payable
      amount of this Promissory Note to $90,800. Any other discounts or alternative
      repayments set out in this Note shall be applied to this discounted principal
      sum total of $90,800.

     

    2,0
      Discount for Early Payment

     

    NP
      Capital Corp. and 0784655 B.C. LTD agree that:

     

    
      	
              (a) 
                

            	
              if,
                within 90 days from the Closing Date, 0784655 B.C. LTD pays $68,100
                to NP
                Capital Corp., then the entire amount of the Principal and Interest
                owing
                under this Note will be forgiven and 0784655 B.C. LTD's obligation
                under
                this Agreement will be paid in
                full;

            


    

     

    
      	
              (a)  

            	
              if,
                within 180 days from the Closing Date, 0784655 B.C. LTD pays $72,640
                to NP
                Capital Corp., then the entire amount of the Principal and Interest
                owing
                under this Note will be forgiven and 0784655 B.C. LTD's obligation
                under
                this Note will be paid in full;
                and,

            


    

     

    
      	
              (b)  

            	
              if,
                within 270 days from the Closing Date, 0784655 B.C. LTD pays $77,180
                to NP
                Capital Corp., then the entire amount of the Principal and Interest
                owing
                under this Note will be forgiven and 0784655 B.C. LTD's obligation
                under
                this Note will be paid in full.

            


    

     

    3.0
      Alternate Repayment of the Promissory Note

     

    NP
      Capital Corp. acknowledges and agrees that it will use its best efforts to
      have
      the common shares of its capital stock quoted on the OTC BB (becoming an "OTC
      BB
      company"). If NP Capital Corp. does not become an OTC BB company within eighteen
      (18) months of the date of this Note, then 0784655 B.C.
      Ltd.
      has the option of calling for full reimbursement of this Note through the
      transfer by Paul Cox of a
      number
      of NP Capital Corp. common shares owned by Paul Cox, calculated as
      follows: the outstanding amount of the Note, including principal and interest,
      remaining due divided by the NP Capital Corp. common share
      price, such share price being the greater of a) $0.35 per share or; b) the
      last
      priced used to raise funds from third parties into NP Capital Corp.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    Schedule
      "0" Further Terms

     

    Assignment
      by Borrower

     

    This
      Note
      will be binding upon and inure to the benefit of the parties and their
      successors and permitted assigns. 0784655 B.C. LTD may assign its rights under
      this Agreement without notice to or authorization from NP Capital
      Corp.

     

    Resignation
      of David Farm.

     

    NP
      Capita! Corp. and 0784655 B.C. LTD understand that within five business days
      of
      the delivery of this Note, David Farm will resign from the board of directors
      of
      Envortus Inc and any officer positions held at Envortus Inc and will submit
      his
      resignation to Envortus Inc in a form substantially similar to Exhibit "A"
      to
      this Note.

     

     

     

     

     

     

     

    5