exhibit10-10.htm


     

    PROMISSORY
NOTE

    


    DATED as of May 15,
2009.

    


    


    TO:                      Blue
Cove Holdings Inc., # 4
Beaufort Road Nassau Bahamas

    


    
      	
               
      

            	
              (the
      “Creditor")

            


    

    


    WHEARAS, we, Pioneer
Exploration Inc, are indebted to the Creditor in the amount of $36,000.00 for
funds that the Creditor advanced to us:

    


    WE, Pioneer Exploration Inc,
Inc, of 750 West Pender Street, Suite 202, Vancouver, British Columbia, V6C 2T7
(the "Company"), promise to pay to the Creditor, at the address specified above,
the principal amount specified below ("Principal").

    


    The
following are the terms and conditions of the Note:

    


    
      	
               
      

            	
              1.

            	
              Principal
      amount:

            	
              $36,000.00
      due and payable from the Company to the
Creditor

            


    

    


    
      	
               
      

            	
              2.

            	
              Maturity
      date:

            	
              This
      Note shall be payable on demand.

            


    

    


    
      	
               
      

            	
              3.

            	
              Interest:

            	
              No
      interest shall accrue on the outstanding
amount.

            


    

    


    
      	
               
      

            	
              4.

            	
              Conversion:

            	
              At
      any time prior to the date that the Principal is repaid, the Creditor, at
      his sole option, may convert a portion or all of the Principal amount
      outstanding into shares of common stock (the “Shares”) in the capital
      stock of the Company. Each $1.80 of Principal outstanding may be converted
      in to one Share.

            


    

    


    
      	
               
      

            	
              5.

            	
              Currency:

            	
              All
      funds and dollar amounts referred to in this Note are in the lawful
      currency of the United States of
America.

            


    

    


    
      	
               
      

            	
              6.

            	
              Jurisdiction:

            	
              This
      Note shall be interpreted in accordance with the laws in effect from time
      to time in the Province of British
Columbia.

            


    

    


    
      	
               
      

            	
              7.

            	
              Resale
      Restrictions:

            	
              If
      the Creditor chooses to convert the Principal into Shares of the Company
      pursuant to paragraph 4, the Creditor agrees and acknowledges that he will
      comply with all securities laws relating to resale
      restrictions.

            


    

    


    


    


    IN WITNESS WHEREOF this
Promissory Note has been executed as of the day and year first above
written.

    


    Pioneer
Exploration Inc.

    


    Per:           /s/ Tom Brady

    


    _______________________________

    Tom
Brady, Director