ex10-2.htm


     Exhibit
10(ii) 

    


    CONVERTIBLE
NOTE


     

    
      	$5,000	
                November
      28, 2006 

            


    

     

    


     FOR
VALUE RECEIVED, Oiltek, Inc., a Delaware corporation with an address at 7000
Flour Exchange Building, 310 Fourth Avenue South, Minneapolis, MN 55415
(hereinafter referred to as the “Payor”), agrees to pay to the order of Michael
L. Ray with an address at 108 Parkway Plaza, Madill, Oklahoma 73446 (hereinafter
referred to as the “Payee”), on the Maturity Date set forth in Article “2” of
this Convertible Note (the “Note”), unless earlier accelerated in accordance
with the terms of this Note, the principal sum of five thousand ($5,000)
dollars, with interest on the aforesaid amount as calculated in Article “1” of
this Note. 

    


    
      	
               1.   

            	
              Interest . 

            


    

    


     (A) Interest
on the unpaid principal balance shall be accrued and calculated from the date
the loan is received by the Payor (the “Loan Date”) to and including the date of
repayment at an interest rate equal to eight (8%) percent per
annum. 

    


     (B) Payment
of the accrued and unpaid interest shall be due and payable on the Maturity
Date. 

    


    
      	
               2.   

            	
              Maturity . 

            


    

    


     Payment
of the principal balance of this Note, together with any unpaid and accrued
interest thereon, shall be due and payable in full on October 1, 2007 (the
“Maturity Date”), unless earlier (A) accelerated in accordance with the terms of
this Note or (B) converted in accordance with the provisions of Article “3” of
this Note. 

    


    
      	
               3.   

            	
              Conversion . 

            


    

    


     (A) The
principal of this Note plus any unpaid and accrued interest shall be convertible
into common stock, par value $.001 (“Common Stock”) of the Payor, at any time
on, or prior to, the Maturity Date, at a conversion rate of one cent ($0.02) per
share. 

     

     (B) The Payee
shall provide the Payor with written notice pursuant to Paragraph “(C)” of
Article “13” of this Note of its intention to convert this Note (the “Conversion
Notice”) pursuant to Paragraph “(A)” of this Article “3” of this
Note.  Upon receipt of the Conversion Notice, the Payor shall notify
the Payee of the date and place of the closing which shall be held within ten
(10) business days after receipt of the Conversion Notice at which time the
Payee shall surrender this Note to the Payor marked “cancelled” and the Payor
shall deliver to the Payee the shares of Common Stock to be issued upon
conversion pursuant to Paragraph “(A)” of this Article “3” of this
Note. 

    


     4. Registration. 

    


     (A)           If
the Payor shall at any time seek to register or qualify any of its capital stock
or the securities holdings of any of its controlling shareholders, on each such
occasion it shall include all of the Payee’s shares issuable pursuant to Article
“3” of this Note in such registration or qualification.  The Payor
shall keep the registration effective until such time as the Payee has sold or
transferred its shares or until such time as the shares are authorized to be
sold or transferred pursuant to Rule 144(k) which was promulgated pursuant to
the Securities Act of 1933, as amended. 

    


     (B)           All
expenses in connection with preparing and filing any registration statement
under Paragraph “A” of this Article “4” of this Note (and any registration or
qualification under the securities or “Blue Sky” laws of states in which the
offering will be made under such registration statement) shall be borne in full
by the Payor. 

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
   

    
      	
               5.   

            	
              Events of
      Default . 

            


    

    


     The
term “Event of Default” as used herein shall mean the occurrence of any one or
more of these following events: 

    


     (A) The
failure of the Payor to make payment of principal or interest on the Maturity
Date and after the Payee has given the Payor ten (10) business days written
notice of such default pursuant to Paragraph “(C)” of Article “13” of this
Note; 

    


     (B) The
filing by the Payor of a petition in bankruptcy; 

    


     (C) The
making of an assignment by the Payor for the benefit of its
creditors; 

    


     (D) Consent
by the Payor to the appointment of, or possession by, a custodian for itself or
for all or substantially all of its property; 

    


     (E) The
filing of a petition in bankruptcy against the Payor with the consent of the
Payor; 

    


     (F) The
filing of a petition in bankruptcy against the Payor without the consent of the
Payor, and the failure to have such petition dismissed within one hundred eighty
(180) days from the date upon which such petition is filed; 

    


     (G) Notwithstanding
the one hundred eighty (180) day provision in Paragraph “(F)” of this Article
“5” of this Note, on a petition in bankruptcy filed against Payor, Payor is
adjudicated bankrupt; and 

    


     (H) The entry
by a court of competent jurisdiction of a final non-appealable order, judgment
or decree appointing, without the consent of the Payor, a receiver, trustee or
custodian for the Payor or for all or substantially all of the property or
assets of the Payor. 

    


    
      	
               6.   

            	
              Remedies Upon
      Default . 

            


    

    


     Upon
the occurrence of an Event of Default and any time thereafter while such Event
of Default is continuing, the entire unpaid principal balance which is due
pursuant to this Note shall, at the Payee’s option, be accelerated and become
and be immediately due and payable without presentment, demand, protest or
further notice of any kind, all of which are expressly waived by the Payor,
except as set forth in Paragraph “(A)” of Article “5” of this
Note. 

    


    
      	
               7.   

            	
              Non-Exclusive
      Remedy . 

            


    

    


     Any
remedy that is set forth in this Note is not exclusive of any remedies that are
provided by law. 

    


    
      	
               8.   

            	
              Liability Upon
      Default . 

            


    

    


     The
liability of the Payor upon default shall be unconditional and shall not be in
any manner affected by any indulgence whatsoever granted or consented to by the
Payee including, but not limited to, any extension of time, renewal, waiver or
other modification. 

    


    
      	
               9.   

            	
              Exercise of Remedy
      Upon Default . 

            


    

    


     No
failure on the part of the Payee to exercise, and no delay in exercising, any
right hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any right hereunder preclude any other or further exercise
thereof or the exercise of any other right. 

    


    
      	
               10.   

            	
              Collection
      Costs . 

            


    

    


     The
Payor agrees to pay all reasonable costs of collection, including reasonable
attorney’s fees and costs, which may be paid or incurred by the Payee in
connection with the Payee’s exercise of its rights or remedies under this Note;
provided, however, that the Payor’s obligation pursuant to this Article “10” of
this Note shall not exceed twenty (20%) percent of the value of the amount
determined to be due to the Payee 

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
   

    
      	
               11.   

            	
              Full
      Recourse . 

            


    

    


     Anything
in this Note to the contrary notwithstanding, the Payor hereunder shall be
liable on this Note for the full amount of the principal and interest due
pursuant to this Note. 

    


    
      	
               12.   

            	
              Prepayment . 

            


    

    


     The
Payor may not, without the prior written consent of the Payee, prepay all or any
part of the principal or interest of this Note. 

    


    
      	
               13.   

            	
              Miscellaneous . 

            


    

    


     (A) Headings.  Headings
contained in this Note are for reference purposes only and shall not affect in
any way the meaning or interpretation of this Note. 

    


     (B) Enforceability.  If
any provision which is contained in this Note should, for any reason, be held to
be invalid or unenforceable in any respect under the laws of any jurisdiction,
such invalidity or unenforceability shall not affect any other provision of this
Note and this Note shall be construed as if such invalid or unenforceable
provision had not been contained herein. 

    


     (C) Notices.  Any
notice or other communication required or permitted hereunder shall be
sufficiently given if sent by (i) mail by (a) certified mail, postage prepaid,
return receipt requested and (b) first class mail, postage prepaid (ii)
overnight delivery with confirmation of delivery or (iii) facsimile transmission
with an original mailed by first class mail, postage prepaid, addressed as
follows: 

    


     To the
Payee:                                                                   
    Michael L. Ray 

     108 Parkway Plaza 

     Madrill,
OK  73446 

    


     To the
Payor:                                                              
         Oiltek, Inc. 

     7000 Flour Exchange
Building 

     310 Fourth Avenue
South 

     Minneapolis, MN
55415 

     Attn: Mr. Kent
Rodriguez 

     Fax No.: (612)
359-9017 

    


     With a
copy
to:                                                                    Mintz
& Fraade, P.C. 

     488 Madison Avenue, Suite
1100 

     New York,
NY  10022 

     Attn: Frederick M. Mintz,
Esq. 

     Fax No.: (212)
486-0701 

    


     or in
each case to such other address and facsimile number as shall have last been
furnished by like notice.  If all of the methods of notice set forth
in this Paragraph “(C)” of this Article “13” of this Note are impossible for any
reason, notice shall be in writing and personally delivered to the aforesaid
addresses.  Each notice or communication shall be deemed to have been
given as of the date so mailed or delivered as the case may be; provided,
however, that any notice sent by facsimile shall be deemed to have been given as
of the date so sent if a copy thereof is also mailed by first class mail on the
date sent by facsimile.  If the date of mailing is not the same as the
date of sending by facsimile, then the date of mailing by first class mail shall
be deemed to be the date upon which notice is given; provided further, however,
that any notice sent by overnight delivery shall be deemed to have been given as
of the date of delivery. 

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     (D) Governing Law;
Disputes.  This Note shall in all respects be construed,
governed, applied and enforced in accordance with the laws of the State of New
York applicable to contracts made and to be performed therein, without giving
effect to the principles of conflicts of law.  The parties hereby
consent and submit to the exclusive jurisdiction of the courts of the State of
New York in any action or proceeding and submit to personal jurisdiction over
each of them by such courts.  The parties hereby waive trial by jury
and personal service of any and all process and specifically consent that in any
such action or proceeding brought in the courts of the State of New York, any
service of process may be effectuated upon any of them by certified mail, return
receipt requested, in accordance with Paragraph “(C)” of this Article “13” of
this Note.  Nothing contained herein shall be deemed to limit in any
way any right to serve process in any manner permitted by law. 

    


     (E) Assignment.  This
Note may not be assigned or transferred by the Payee without the prior written
consent of the Payor. 

    


     (F) Construction.  Each
of the parties hereto hereby further acknowledges and agrees that (i) each has
been advised by counsel during the course of negotiations and (ii) each counsel
has had significant input in the development of this Note and (iii) this Note
shall not, therefore, be construed more strictly against any party responsible
for its drafting regardless of any presumption or rule requiring construction
against the party whose attorney drafted this Note. 

    


     (G) Entire
Agreement.  This Note and all documents and instruments
referred to herein (i) constitute the entire agreement and supersede all prior
agreements and understandings, both written and oral, among the parties with
respect to the subject matter hereof and thereof, and (ii) are not intended to
confer upon any person other than the parties hereto any rights or remedies
hereunder. 

    


     (H) Further
Assurances.  The parties agree to execute any and all such
other further instruments and documents, and to take any and all such further
actions which are reasonably required to effectuate this Note and the intents
and purposes hereof. 

    


     (I) Binding
Agreement.  This Note shall be binding upon and inure to the
benefit of the parties hereto and their heirs, executors, administrators,
personal representatives, successors and assigns. 

    


     (J) Non-Waiver.  Except
as otherwise expressly provided herein, no waiver of any covenant, condition, or
provision of this Note shall be deemed to have been made unless expressly in
writing and signed by the party against whom such waiver is charged; and (i) the
failure of any party to insist in any one or more cases upon the performance of
any of the provisions, covenants or conditions of this Note or to exercise any
option herein contained shall not be construed as a waiver or relinquishment for
the future of any such provisions, covenants or conditions, (ii) the acceptance
of performance of anything required by this Note to be performed with knowledge
of the breach or failure of a covenant, condition or provision hereof shall not
be deemed a waiver of such breach or failure, and (iii) no waiver by any party
of one breach by another party shall be construed as a waiver of any other or
subsequent breach. 

    


     (K) Modifications.  This
Note may not be changed, modified, extended, terminated or discharged orally,
except by a written agreement specifically referring to this Note which is
signed by the Payor and the Payee of this Note. 

    


     (L) Severability.  The
provisions of this Note shall be deemed separable.  Therefore, if any
part of this Note is rendered void, invalid or unenforceable, such rendering
shall not affect the validity or enforceability of the remainder of this Note;
provided, however, that if the part or parts which are void, invalid or
unenforceable as aforesaid shall substantially impair the value of this whole
Note to any party, that party may cancel, and terminate this Note by giving
written notice to the other party. 

    


     IN WITNESS WHEREOF, the Payor has executed this
Note as of the 29th day of
November, 2006. 

    


     OILTEK, INC. 

     

    


    


     By:  /s/ Jill
Allison, Vice President_________ 

            Jill Allison, Vice
President 

     Payee: 

    


    


    /s/
Michael L. Ray ______________ 

     Michael
L. Ray