exh10-7_note.htm


     

    
      

      

    

     

     

     

     

     

     

     

    EXHIBIT 10.7

     

    NOVATION AND MUTUAL/PARTIAL RELEASE AND
      PROMISSORY NOTE

    DATED OCTOBER 4, 2007

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    NOVATION
      AND MUTUAL/PARTIAL RELEASE

    


    


    


    THIS
      NOVATION AND MUTUAL/PARTIAL
      RELEASE is entered into this 4th
      of
      October, 2007 between Alpen  Construction & Development Co., Inc.,
      a Colorado corporation (“Alpen”) and V2K Window Fashions, Inc., a Colorado
      corporation (“V2K”).

    


    WHEREAS,  V2K
      on January
      8th,
      2002 entered into a lease agreement with Alpen for offices located at 1127
      Auraria Parkway, suites 203 and 203 and the lease provided for deferral of
      rent
      including the terms of a $140,000.00  Conversion
      Note  providing for  payment by conversion at the election
      of the holder to convert said note  into V2K stock; and

    


    WHEREAS,
      Alpen has elected not to
      exercise its conversion rights and the principal of the note was due and
      owing  as of September 15, 2007; and

     

    WHEREFORE,
      for good and valuable consideration the parties have agreed as
      follows:

    


    
      	
              1.  

            	
              V2K
                shall pay  the aforesaid $140,000.00 by delivery and
                payment  of  a check in the amount of $51,583.00
                (includes interest to date and $1,000.00 in payment of outstanding
                late
                fees ) on this date plus the execution and delivery  of a
                promissory note executed by V2K in the amount of $92,367.12 with
                interest
                at the rate of 8% payable in monthly installments of  $8034.87
                commencing February 4, 2008 and continuing on the 4th
                day of each and every month thereafter for twelve (12) consecutive
                months
                until paid. (V2K will assist Alpen in setting up an ACH account that
                can
                be originated by Alpen for the application of each monthly installment
                payment, if so desired.)

            


    

    


    
      	
              2.  

            	
              The
                parties agree to settle in full any and all  damage claims
                arising out of the lease and occupancy by agreeing that Alpen may
                retain
                the $3000.00 Security Deposit.

            


    

     

    
      	
              3.  

            	
              In
                consideration of the aforesaid, Alpen  hereby releasesV2K, its
                officers, directors, successors and assigns from any and all actions,
                causes of action, claims,  demands, damages, costs which it now
                has or may hereafter have on account of  or arising out of the
                terms of the aforesaid Lease, EXCEPT this
                release shall not
                apply to the aforesaid $92,367.12 Promissory Note which shall be
                fully
                enforceable under all its terms and
                conditions.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              4.  

            	
              And
                in consideration for the  aforesaid release,  the
                receipt of which is hereby acknowledged, V2K does hereby releases
                Alpen,
                its officers, directors, successors and assigns from any and all
                actions,
                causes of action, claims demands damages, costs which it now has
                or may
                hereafter have on account or arising out of the terms of the aforesaid
                Lease.

            


    

    
      	
              5.  

            	
              This
                Mutual release is intended to release not only claims made or which
                might
                have been made, but any and all claims of any kind or nature, including
                any and all manner of actions, cases of action, suits, debts, dues,
                covenants, liabilities, contracts, promises, damages, controversies,
                claims  and demands whatsoever, in law or equity, which each
                party to this Mutual Release has ever had or may have, EXCEPT this release
                shall not apply to the aforesaid $92,367.12 Promissory Note which
                shall be
                fully enforceable under its terms.

            


    

    


    


    


    This
      Novation and Partial Release is binding upon  and inure to the benefit
      of the parties hereto and their respective successors and assigns.

    


    Dated
      this 4th
      day of
      October, 2007

    Alpen
      Construction & Development
      Co., Inc

    


    by: 
/s/
      Tony
      Brake                                           

    Tony
      Brake          as      
President                  

    


    V2K
      Window Fashions, Inc.

    


    /s/
      Samuel
      Smith                                               

    Samuel
      Smith         as   Vice
      President           

    


    STATE
      OF
      COLORADO      )

     
0
      ss.

    COUNTY
      OF
      JEFFERSON  )

    


    The
      foregoing instrument was subscribed
      and sworn to before me this 4th
      day of
      October 2007 by ___________________ as _________________ of  Alpen
      Construction & Development Co., Inc. and by  _________________ as
      ____________________ of V2K Window Fashions, Inc.

    


    


    Witness
      my hand and official
      seal.

    


    (SEAL)                                                                
      ______________________________

    


    My
      Commission  Expires:

     

                _____________________

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 


    

    


    PROMISSORY
      NOTE

    


     

    


    U.S.
      $
92,367.12                                                                                                                            
Lakewood,
      Colorado

                                                                                                                              
      Date:  October
      4, 2007

    


    
      	
              1.

            	
              FOR
                VALUE RECEIVED, the undersigned promise(s) to pay to Alpen Construction
                & Development Co., Inc. 

            


    

     

    or
      order, (Note Holder) the principal sum of NINETY-TWO THOUSAND THREE HUNDRED
      SIXTY-SEVEN AND
      -----------------------------------------12/100THS


     

    U.S.
      Dollars, with interest on the unpaid principal balance from October 4, 2007
      until paid, at the rate of eight (8) percent
      per
      annum. Principal and interest shall be payable at 1700 Chamber Road,
      Aurora,
      Colorado 80011-4618, or such other place as the Note Holder may
      designate, in monthly
payments
      of Eight Thousand Thirty-Four
      and 87/100ths Dollars (U.S.$8,034.87), due on the first day
      of each
month,
      beginning February 1,
      2008. Such payments shall continue until the entire indebtedness
      evidenced by this Note is fully paid; provided, however, if not sooner paid,
      the
      entire principal amount outstanding and accrued interest thereon, shall be
      due
      and payable on January
      1, 2009.

     

    2.            Borrower
      shall pay to the Note Holder a late charge of five (5)% of any
      payment not received by the Note Holder within ten (10) days after
      the payment is due.

    


    3.           
      Payments received for application to this Note shall be applied first to the
      payment of late charges, if any, second to the payment of accrued interest
      specified above, and the balance applied in reduction of the principal amount
      hereof.

    


    4.           
      If any payment required by this Note is not paid when due, the entire principal
      amount outstanding and accrued interest thereon shall become due and payable
      at
      the option of the Note Holder (Acceleration) twenty days after notice of
      Acceleration has been given; and the indebtedness shall bear interest at the
      rate of twelve (12) percent per annum from the date of default. The Note Holder
      shall be entitled to collect all reasonable costs and expense of collection
      and/or suit, including, but not limited to reasonable attorneys'
      fees.

    


    5.           
      Borrower may prepay the principal amount outstanding under this Note, in whole
      or in part, at any time without penalty. Any partial prepayment shall be applied
      against the principal amount outstanding and shall not postpone the due date
      of
      any subsequent payments or change the amount of such payments.

    


    6.           
      Borrower and all other makers, sureties, guarantors, and endorsers hereby waive
      presentment, notice of dishonor and protest, and they hereby agree to any
      extensions of time of payment and partial payments before, at, or after
      maturity. This Note shall be the joint and several obligation of Borrower and
      all other makers, sureties, guarantors and endorsers, and their successors
      and
      assigns.

    


    7.           
      Any notice to Borrower provided for in this Note shall be in writing and shall
      be given and be effective upon (1) delivery to Borrower or (2) mailing such
      notice by first-class U.S. mail, addressed to Borrower at the Borrower's address
      stated below, or to such other address as Borrower may designate by notice
      to
      the Note Holder. Any notice 

     

     

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    to
      the
      Note Holder shall be in writing and shall be given and be effective upon (1)
      delivery to Note Holder or (2) by mailing such notice by first-class U.S. mail,
      to the Note Holder at the address stated in the first paragraph of this Note,
      or
      to such other address as Note Holder may designate by notice to
      Borrower.

    


    


     (CAUTION:
      SIGN ORIGINAL NOTE ONLY/RETAIN COPY)

    


    IF
      BORROWER IS CORPORATION:

     

    
      
        	ATTEST: 	 	 	V2K
                Window Fashions,
                Inc. 	 
	 	 	 	Name
                of Corporation 	 
	 	 	 	 	 
	
                /s/ 
                  R.J. Wittenbrink

              	 	 	
                by 
                  /s/ Sam Smith 

              	 
	
                R.J.
                  Wittenbrink       Secretary

              	 	 	
                     
                  Sam Smith Vice-President

              	 
	
                 

              	 	 	
                 

              	 


      

    

    
(SEAL)

    


    Borrower’s
      address:  13949 West Colfax Ave., #250, Lakewood, CO
      80401

    


    


     

     

     

     

     

     

     

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