exh10-10.htm


     

    
      

      

    

     

     

     

     

     

     

     

     

     

    EXHIBIT
      10.10

     

    CONVERTIBLE
      PROMISSORY NOTES ISSUED TO ROBERT W. DUNLAP

    DATED
      JANUARY 1, 2004

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    CONVERTIBLE
      PROMISSORY NOTE

    


    $9,592.78                                                                                                                       Denver,
      Colorado

                     January
      1,
      2004

    


     

                 
      FOR VALUE RECEIVED, PARK-PREMIER MINING COMPANY, a Utah corporation (the
“Maker”), herby promises to pay to the order of Robert W. Dunlap (the “Holder”),
      the principal sum of Nine Thousand Five Hundred Ninety Two and 78/100 US Dollars
      ($9,592.78), together with interest on the unpaid balance at the rate of Twelve
      Percent (12%) per annum, on or before January 1, 2007, subject to conversion
      as
      described below.  Accrued interest will be added to the principal of
      the note on each annual anniversary date if not paid.

     

                  
      This Note may be converted 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
      may deem appropriate, not in excess of $.10 per share, until the due date
      hereof, at the Holder’s option.

    


    This
      Note is subject to prepayment, in
      whole or in part, at the option of the Maker without penalty.  Such
      prepayments shall be applied first to interest accrued and then to the principal
      due hereunder.

    


    In
      case the 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.  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 his Note effective as of the date first above written.

    


    PARK-PREMIER
      MINING
      COMPANY

    


    By:     /s/
      Jeffery L. Lee

    Its:     Vice
      President

    Description:  Unreimbursed
      Expenses

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    CONVERTIBLE
      PROMISSORY NOTE

    


    $345,589.97                                                                                                                   
Denver,
      Colorado

                                                              
January
      1, 2004

    


     

                 
      FOR VALUE RECEIVED, PARK-PREMIER MINING COMPANY, a Utah corporation (the
“Maker”), herby promises to pay to the order of Robert W. Dunlap (the “Holder”),
      the principal sum of Three Hundred Forty Five Thousand Five Hundred Eighty
      Nine
      and 97/100 US Dollars ($345,589.97), together with interest on the unpaid
      balance at the rate of Twelve Percent (12%) per annum, on or before January
      1,
      2007, subject to conversion as described below.  Accrued interest will
      be added to the principal of the note on each annual anniversary date if not
      paid.

     

                 
      This Note may be converted 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
      may deem appropriate, not in excess of $.10 per share, until the due date
      hereof, at the Holder’s option.

    


    This
      Note is subject to prepayment, in
      whole or in part, at the option of the Maker without penalty.  Such
      prepayments shall be applied first to interest accrued and then to the principal
      due hereunder.

    


    In
      case the 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.  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 his Note effective as of the date first above written.

    


    PARK-PREMIER
      MINING
      COMPANY

    


    By:     /s/
      Jeffery L. Lee

    Its:     Vice
      President

    Description:  Accrued
      Interest

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    CONVERTIBLE
      PROMISSORY NOTE

    


    $80,399.62                                                                                                                      Denver,
      Colorado

                      January
      1,
      2004

    


     

                  
      FOR VALUE RECEIVED, PARK-PREMIER MINING COMPANY, a Utah corporation (the
“Maker”), herby promises to pay to the order of Robert W. Dunlap (the “Holder”),
      the principal sum of Eighty Thousand Three Hundred Ninety-Nine and 62/100 US
      Dollars ($80,399.62), together with interest on the unpaid balance at the rate
      of Twelve Percent (12%) per annum, on or before January 1, 2007, subject to
      conversion as described below.  Accrued interest will be added to the
      principal of the note on each annual anniversary date if not paid.

     

                   This
      Note may be converted 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
      may deem appropriate, not in excess of $.10 per share, until the due date
      hereof, at the Holder’s option.

    


    This
      Note is subject to prepayment, in
      whole or in part, at the option of the Maker without penalty.  Such
      prepayments shall be applied first to interest accrued and then to the principal
      due hereunder.

    


    In
      case the 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.  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 his Note effective as of the date first above written.

    


    PARK-PREMIER
      MINING
      COMPANY

    


    By:     /s/
      Jeffery L. Lee

    Its:     Vice
      President

    Description:  Fees
      Earned


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    CONVERTIBLE
      PROMISSORY NOTE

    


    $66,728.03                                                                                                                       Denver,
      Colorado

                       January
      1,
      2004

    


     

                 
      FOR VALUE RECEIVED, PARK-PREMIER MINING COMPANY, a Utah corporation (the
“Maker”), herby promises to pay to the order of Robert W. Dunlap (the “Holder”),
      the principal sum of $Sixty Six Thousand Seven Hundred Twenty Eight and 03/100
      US Dollars ($66,728.03), together with interest on the unpaid balance at the
      rate of Twelve Percent (12%) per annum, on or before January 1, 2007, subject
      to
      conversion as described below.  Accrued interest will be added to the
      principal of the note on each annual anniversary date if not paid.

     

    This
      Note may be converted 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 may deem appropriate, not in excess
      of $.10 per share, until the due date hereof, at the Holder’s
      option.

    


    This
      Note is subject to prepayment, in
      whole or in part, at the option of the Maker without penalty.  Such
      prepayments shall be applied first to interest accrued and then to the principal
      due hereunder.

    


    In
      case the 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.  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 his Note effective as of the date first above written.

    


    PARK-PREMIER
      MINING
      COMPANY

    


    By:     /s/
      Jeffery L. Lee

    Its:     Vice
      President

    Description:  Cash
      Advances