exh10-17.htm


     

    
      

      

    

     

     

     

     

     

     

     

     

    EXHIBIT
      10.17

     

    CONVERTIBLE
      PROMISSORY NOTES ISSUED TO

    ROBERT
      W. DUNLAP DATED JANUARY 1, 2007

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    C
      O N V E R T I B L E   P R O M I S S O R Y   N O T
      E

    


    $31,048.62

                                                                                                                                                   January
      1,
      2007

                                                             
  Denver,
      Colorado

    


    FOR
      VALUE RECEIVED, PARK-PREMIER MINING
      COMPANY, a Utah corporation ("Maker"), hereby promises to pay to the order
      of
      Robert W. Dunlap or his assigns ("Holder"), at 32391 Horseshoe Drive, Evergreen,
      Colorado 80439 or at such other place Holder may from time to time designate
      in
      writing, in lawful money of the United States of America, the principal sum
      of
      Thirty One Thousand Forty Eight and 62/100 US Dollars ($31,048.62), together
      with interest on the unpaid balance at the rate of Twelve Percent (12%) per
      annum, on demand of Holder; provided, however, if not sooner paid, the entire
      principal amount outstanding and accrued interest thereon, shall be due and
      payable on December 31, 2007.

    


    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 of
      Maker
      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, upon ten (10) days prior written
      notice to Holder, at the option of Maker without penalty but subject to exercise
      of Holder’s conversion rights.  Prepayments shall be applied first to
      interest accrued and then to principal due hereunder.

    


    In
      case
      this 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, without application of its choice or conflict of law principles.
      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 this Note effective as of the date first
      above written.

    


    Description:  Unreimbursed
      Expenses

    PARK-PREMIER
      MINING COMPANY

    


    


    By:   /s/
      Jeffrey L.
      Lee                                                                        

    Jeffrey
      L. Lee,
      Vice-President

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    C
      O N V E R T I B L E   P R O M I S S O R Y   N O T
      E

    


    $132,728.03

                                                        January
      1,
      2007

                                                        Denver,
      Colorado

    


    FOR
      VALUE RECEIVED, PARK-PREMIER MINING
      COMPANY, a Utah corporation ("Maker"), hereby promises to pay to the order
      of
      Robert W. Dunlap or his assigns ("Holder"), at 32391 Horseshoe Drive, Evergreen,
      Colorado 80439 or at such other place Holder may from time to time designate
      in
      writing, in lawful money of the United States of America, the principal sum
      of
      One Hundred Thirty Two Thousand Seven Hundred Twenty Eight and 03/100 US Dollars
      ($132,728.03), together with interest on the unpaid balance at the rate of
      Twelve Percent (12%) per annum, on demand of Holder; provided, however, if
      not
      sooner paid, the entire principal amount outstanding and accrued interest
      thereon, shall be due and payable on December 31, 2007.

    


    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 of
      Maker
      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, upon ten (10) days prior written
      notice to Holder, at the option of Maker without penalty but subject to exercise
      of Holder’s conversion rights.  Prepayments shall be applied first to
      interest accrued and then to principal due hereunder.

    


    In
      case
      this 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, without application of its choice or conflict of law principles.
      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 this Note effective as of the date first
      above written.

    


    Description:  Cash
      Advanced

    PARK-PREMIER
      MINING COMPANY

    


    


    By:    /s/
      Jeffrey L.
      Lee                                                                         

    Jeffrey
      L. Lee,
      Vice-President


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    C
      O N V E R T I B L E   P R O M I S S O R Y   N O T
      E

    


    $559,618.50

                                                            January
      1,
      2007

                                                            Denver,
      Colorado

    


    FOR
      VALUE RECEIVED, PARK-PREMIER MINING
      COMPANY, a Utah corporation ("Maker"), hereby promises to pay to the order
      of
      Robert W. Dunlap or his assigns ("Holder"), at 32391 Horseshoe Drive, Evergreen,
      Colorado 80439 or at such other place Holder may from time to time designate
      in
      writing, in lawful money of the United States of America, the principal sum
      of
      Five Hundred Fifty Nine Thousand Six Hundred Eighteen and 50/100 US Dollars
      ($559,618.50), together with interest on the unpaid balance at the rate of
      Twelve Percent (12%) per annum, on demand of Holder; provided, however, if
      not
      sooner paid, the entire principal amount outstanding and accrued interest
      thereon, shall be due and payable on December 31, 2007.

    


    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 of
      Maker
      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, upon ten (10) days prior written
      notice to Holder, at the option of Maker without penalty but subject to exercise
      of Holder’s conversion rights.  Prepayments shall be applied first to
      interest accrued and then to principal due hereunder.

    


    In
      case
      this 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, without application of its choice or conflict of law principles.
      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 this Note effective as of the date first
      above written.

    


    Description:  Accrued
      Interest

    PARK-PREMIER
      MINING COMPANY

    


    


    By:     /s/
      Jeffrey L.
      Lee                                                                        

    Jeffrey
      L. Lee,
      Vice-President


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    C
      O N V E R T I B L E   P R O M I S S O R Y    N O T
      E

    


    $121,510.68

                                                            January
      1,
      2007

                                                            Denver,
      Colorado

    


    FOR
      VALUE RECEIVED, PARK-PREMIER MINING
      COMPANY, a Utah corporation ("Maker"), hereby promises to pay to the order
      of
      Robert W. Dunlap or his assigns ("Holder"), at 32391 Horseshoe Drive, Evergreen,
      Colorado 80439 or at such other place Holder may from time to time designate
      in
      writing, in lawful money of the United States of America, the principal sum
      of
      One Hundred Twenty One Thousand Five Hundred Ten and 68/100 US Dollars
      ($121,510.68), together with interest on the unpaid balance at the rate of
      Twelve Percent (12%) per annum, on demand of Holder; provided, however, if
      not
      sooner paid, the entire principal amount outstanding and accrued interest
      thereon, shall be due and payable on December 31, 2007.

    


    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 of
      Maker
      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, upon ten (10) days prior written
      notice to Holder, at the option of Maker without penalty but subject to exercise
      of Holder’s conversion rights.  Prepayments shall be applied first to
      interest accrued and then to principal due hereunder.

    


    In
      case
      this 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, without application of its choice or conflict of law principles.
      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 this Note effective as of the date first
      above written.

    


    Description:  Fees
      Earned

    PARK-PREMIER
      MINING COMPANY

    


    


    By:      /s/
      Jeffrey L.
      Lee                                                                     

    Jeffrey
      L. Lee,
      Vice-President