exh10-1_note.htm


     

    
      

      

    

     

     

     

     

     

     

     

     

     

     

    EXHIBIT 10.1

     

    UNSECURED PROMISSORY NOTE 

    DATED MARCH 13, 2008

    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    This Security has not been registered
under the Securities Act of 1933 (hereinafter the “1933 Act”) or under
applicable state securities law (hereinafter the “State Acts”) and may not be
sold, assigned, pledged, transferred or hypothecated, whether or not for
consideration, by the holder except upon issuance to the Company of a favorable
written opinion of Counsel for the Company or upon submission to the Company of
such other evidence as may be satisfactory to counsel to the Company to the
effect that any such sale, assignment, pledge, transfer or hypothecation will
not be in violation of the 1933 Act or the State Acts.

    


    


    GALAXY
ENERGY CORPORATION

     

    Unsecured
Promissory Note

    


    March 13,
2008

    $145,000.00                                                                                                                                                  
Denver, Colorado

    


    FOR VALUE RECEIVED, Galaxy Energy Corporation, a
Colorado corporation (hereinafter the “Company”) promises to pay to the order of
Bruner Family Trust UTD March
28, 2005 (hereinafter the “Holder”), the principal sum of One Hundred
Forty-Five Thousand Dollars ($145,000.00), together with interest at the rate of
eight percent (8.0%) per annum (hereinafter “Interest”), such principal and
Interest to be payable one hundred twenty (120) days from the date hereof in
lawful money of the United States of America.  Holder shall advance
the principal amount of this Note to the Company in one or more advances and
interest shall accrue from the date of each such advance.

    


    1. EVENTS OF DEFAULT.

    


    If one or more of the following events
(hereinafter “events of default”) shall occur:

     

    (a) default in the payment of any
principal of or interest on this Note and the continuation of such default for a
period of 10 days;

     

    (b) breach of any covenant contained in
this Note and the continuation of such breach for a period of 30 days or more
after written notice thereof;

     

    (c) the Company or any of its
subsidiaries files or is served with any petition for relief under the
Bankruptcy Code or any similar federal or state statute (the “Code”) or the
entry by a court of competent jurisdiction of a decree or order adjudging the
company or the subsidiary, as the case may be, a bankrupt or insolvent or
approving as properly filed a petition seeking reorganization, arrangement,
adjustment or composition of or in respect of the Company or the subsidiary
under the Code or appointing a receiver, trustee or other similar official of
the Company or the subsidiary or all or substantially all of its assets or the
subsidiary’s assets, or ordering the winding up or liquidation of its affairs or
the subsidiary’s affairs, and the continuation of such decree or order unstayed
and in effect for a period of 60 consecutive days;

     

    
      Galaxy
Energy Corporation Unsecured Promissory Note - Page 1 of
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    (d) the institution by the Company or
any of its subsidiaries or the consent to the institution by the Company or its
subsidiary of proceedings to adjudicate the Company or its subsidiary a bankrupt
or insolvent or the filing or consent by the Company or its subsidiary to the
filing of a petition or answer seeking reorganization or relief under the Code,
the consent by the Company or its subsidiary to the appointment of a receiver,
trustee or other similar official of the Company or its subsidiary or of any
substantial part of its property of its subsidiary’s property, an assignment by
the Company or its subsidiary for the benefit of creditors or the admission by
the Company or its subsidiary in writing of its inability to pay its debts
generally as they become due; or

     

    (e) a default by the Company in any of
its obligations under any other promissory note or any mortgage, credit
agreement or other facility, indenture agreement, factoring agreement or other
instrument under which there may be issued, or by which there may be secured or
evidenced any indebtedness for borrowed money or money due under any long term
leasing or factoring arrangement of the Company in an amount exceeding $50,000,
whether such indebtedness now exists or shall hereafter be created and such
default shall result in such indebtedness becoming or being declared due and
payable prior to the date on which it would otherwise become due and
payable;

    


    then, the
Holder of this Note may, by written notice to the Company, declare the entire
unpaid principal of and accrued and unpaid Interest on this Note to be due and
payable and, upon such declaration, the same shall become due and payable
forthwith without further demand or notice.

    


    2. MISCELLANEOUS.

     

    2.1. All powers and remedies given by
this Note to the Holder hereof shall, to the extent permitted by law, be deemed
cumulative and not exclusive of any other power or remedy or of any other powers
and remedies available to the Holder hereof, by judicial proceedings or
otherwise, to enforce the performance or observance of the covenants and
agreements contained in this Note.  No delay or omission of the Holder
hereof to exercise any right or power accruing upon any default occurring and
continuing as aforesaid shall impair any such right or power or shall be
construed to be a waiver of any such default or any acquiescence
therein.  Every power and remedy given by this Note or by law to the
Holder hereof may be exercised from time to time, and as often as shall be
deemed expedient, by the Holder hereof, all subject, as hereinabove provided, to
the payment of the principal of and the interest on this Note being expressly
subordinated in right of payment to the prior payment in full of all Senior
Indebtedness.

     

    2.2. In addition to the payments
provided for above, the Company agrees to pay all expenses incurred, including
reasonable attorneys’ fees, if this Note is placed in the hands of an attorney
for collection or if it is collected through bankruptcy or other judicial
proceedings.

     

    2.3. The Company, to the extent
permitted by law, waives notice, demand, presentment for payment, protest, the
filing of suit or the taking of any other action by any Holder hereof for the
purpose of fixing its liability hereon.

     

    
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    2.4. This Note has been executed and
delivered in and shall be governed by and construed in accordance with the laws
of the State of Colorado.

    


     

    IN WITNESS WHEREOF, the Company has
executed this Note under seal on the day and year first above
written.

    


    
      	 
      	
              GALAXY
      ENERGY CORPORATION

            
	 
      	
               

               

              By:  /s/ Christopher S.
      Hardesty                          
      

              Christopher S.
      Hardesty

                            
      Chief Financial Officer

            


    

    


    


    


    


    


    


    
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