form8k112709ex10-2.htm


    
      

      

    

     

    NON-INTEREST
BEARING PROMISSORY NOTE

    


    THIS
AGREEMENT
entered as of the     th day of November,
2009.

    


    BETWEEN:

    MinQuest
Inc.

    4235
Christy Way, Reno, Nevada, 89519, U.S.A.

    


    (herein
called the “Holder”)

    OF
THE FIRST PART

    


    AND:

    Fenario,
Inc.

    2533 N.
Carson Street, Suite 5018, Carson City, Nevada, 89706, U.S.A.

    


    (herein
called the “Issuer”)

    OF
THE SECOND PART

    


    WHEREAS:

    


    A.     The
Issuer has optioned the CX Project from the Holder.

    


    B.      In
contemplation of the Issuer requiring time to complete a financing in order to
make the initial payment under the CX Property Option Agreement, the Holder has
agreed to accept a USD $20,000.00, 90-day, non-interest bearing promissory note
(the “Note’) from the Issuer on the terms and conditions detailed
herein.

    


    NOW THEREFORE THIS AGREEMENT
WITNESSES that for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows.

    


    1.      THE
NOTE

     

    
      


      
        	
                1.1

              	
                The
      Holder hereby agrees to accept a USD $20,000.00 Note from the Issuer and,
      by execution of this Non-Interest Bearing Note Payable Agreement, the
      Holder acknowledges receipt of the Note from the
  Issuer.

              


      

      


      
        	
                1.2

              	
                The
      Note will be non-interest bearing.

              


      

      


      
        	
                1.3  

              	
                The
      Note or such amount as is then due and payable is due 90 days from the
      date of this agreement, herein referred to as the “Due
    Date”.

              


      

       

    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    2.     GENERAL

    


    
      	
              2.1  

            	
              The
      laws of the state of Nevada and the federal laws of the United States
      shall cover this Agreement herein.

            


    

    


    
      	
              2.2  

            	
              Time
      shall be of the essence of this
Agreement.

            


    

    


    
      	
              2.3  

            	
              The
      parties hereto shall execute all such further documents and instruments
      and do all such acts and things as shall be necessary to give full effect
      to the intent and meaning of this
Agreement.

            


    

    


    
      	
              2.4  

            	
              This
      Agreement may not be modified or amended except by an instrument in
      writing signed by both parties
hereto.

            


    

    


    
      	
              2.5  

            	
              This
      Agreement shall endure to the benefit of and be binding upon the parties
      hereto, their heirs, successors and
assigns.

            


    

    


    
      	
              2.6  

            	
              This
      Agreement may be executed in several counterparts each of which shall be
      deemed to be an original and all of which shall together constitute one
      and the same instruments.

            


    

    


    
      	
              2.7  

            	
              Delivery
      of an executed copy of this Agreement by facsimile transmission shall be
      deemed to be execution and delivery of this Agreement on the date of such
      transmission by the party so delivering such
  copy.

            


    

    


    


    IN WITNESS WHEREOF the parties
have executed this Agreement as of the day and year first above
written.

    


    MinQuest
Inc.:

    


    _/s/_ Richard Kern
__________________________

    Richard
Kern

    


    


    Fenario,
Inc.:

    


    


    _/s/_ Gurpartap Singh Basrai
__________________________

    Gurpartap
Singh Basrai

    President