f8kjuly3009ex10iii_grnenergy.htm


     

    Exhibit
10.3

     

    PROMISSORY
NOTE

    


    In regards
to

    STOCK
PURCHASE ACQUISITION AGREEMENT

    OF
COMANCHE LIVESTOCK EXCHANGE, LLC BY GREEN ENERGY LIVE, INC.

    
    

    


    
      	
              $950,000.00

            	
              July
      24, 2009

            


    

    


    
    

    


    FOR VALUE
RECEIVED  GREEN ENERGY LIVE,
INC., a Nevada
Corporation ("Maker"), promises to pay to the order of DEAN CAGLE, and their successors and
assigns (hereinafter collectively referred to as "Payee"), at the office of
Payee or its agent, designee, or assignee at 7456 Highway 67 East, Comanche,
Texas 76442, or at such place as Payee or its agent, designee, or
assignee may from time to time designate in writing, the principal sum of
NINE HUNDRED
FIFTY THOUSAND DOLLARS ($950,000.00), in
lawful money of the United States of America, as set forth below at all times
prior to the occurrence of an "Event of Default" (hereinafter
defined).

    


    Associated
Agreement.  The Payee is entitled to the benefits of the “STOCK
PURCHASE ACQUISITION AGREEMENT Of COMANCHE LIVESTOCK EXCHANGE, LLC By GREEN
ENERGY LIVE, INC.” (the ”Acquisition Agreement”) executed simultaneous
herewith by Payee and Maker.

    


    Payment
Schedule.  According to the Acquisition Agreement, this Note
shall be paid in the following manner:

    


    
      	
              1.  

            	
              US$450,000
      paid approximately 60 days after effective SEC registration of
      GELV;

            


    

    
      	
              2.  

            	
              US$250,000
      within 12 months of Closing Date;
and

            


    

    
      	
              3.  

            	
              Balance
      of US$250,000 within 24 months of Closing
Date.

            


    

    Payments
notated in Items 2 and 3 above may be revised to include stock in lieu of cash
payments, either for the full amount, or a combination of cash and GELV Stock at
the discretion of Dean Cagle.

    


    Security.  This Note is secured by the
property, as described under Section 1 of the Acquisition
Agreement.  A Deed of Trust and Security Agreement shall be filed with
the State of Texas.

    


    Default.  Maker
shall be in default under this Note upon the happening of any of the following
events or conditions (an "Event of Default" herein) before full payment of this
Note:

    


    
      	
              (i)  

            	
              default
      in the punctual performance of any covenant or agreement contained or
      referred to herein or in the Acquisition
  Agreement.

            


    

    


    
      	
              (ii)  

            	
              filing
      of a petition in bankruptcy or the institution of any proceeding for
      reorganization under the Federal Bankruptcy Code or any similar state or
      federal statute or law; and

            


    

    


    
      	
              (iii)  

            	
              the
      filing of any proceeding by or against the Maker for appointment of a
      receiver, dissolution or
liquidation.

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
 

    A default shall not be
committed in the any event under Section 11 of the Acquisition
Agreement.  This Note shall follow Section 11 of the Acquisition
Agreement if the Acquisition Agreement is terminated.

    


    Notice.  In the
event that Maker shall default in the performance or observation of any
agreement, covenant or condition required to be performed or observed by Maker
under the terms of this Note, other than default in payment under (i) above,
Payee agrees to give Maker notice of the default and ten (10) days thereafter in
which to cure the default; provided, however, that if said default cannot
reasonably be cured within said ten (10) day period, that Maker
commences to the cure thereof within said ten (10) day period and prosecutes
said cure diligently and in good faith, said period shall be extended for a
period of time reasonably required to cure the same, not to exceed and
additional thirty (30) days.

    


    All notices or other communications
required or permitted to be given pursuant hereto shall be given in the manner
and be effective as specified in the Acquisition Agreement, directed to the
parties at their respective addresses as provided therein.

    


    Remedies.  All
remedies hereunder, under the afore-referenced Acquisition Agreement and at law
or in equity shall be cumulative. In the event that it should become necessary
to employ counsel to collect the amounts due by Maker hereunder or to enforce
the obligations of Maker hereunder or under the afore-referenced security
agreements, or to protect or foreclose the security for this Note or to defend
against any claims asserted by Maker arising from or related to this Note or the
afore-referenced security agreements, Maker also agrees to and shall pay to
Payee on demand all costs of collection or defense incurred by Payee, including
reasonable attorneys’ fees and legal expenses for the services of counsel
whether or not suit be brought.

    


    No Waiver.  Failure
of Payee to exercise any of the options granted herein to Payee upon the
happening of one or more of the events giving rise to such options shall not
constitute a waiver of the right to exercise the same or any other option at any
subsequent time in respect to the same or any other event.  The
acceptance by Payee of any payment hereunder that is less than payment in full
of all amounts due and payable at the time of such payment shall not constitute
a waiver of the right to exercise any of the options granted herein to Payee at
that time or at any subsequent time or nullify any prior exercise of any such
option without the express written acknowledgment of Payee.

    


    Prepayment
Option.  Maker shall have the right to prepay, at any time and
from time to time without premium or penalty, the entire unpaid principal
balance of this Note or any portion thereof.  Any such partial
prepayments of principal shall be applied in inverse order of maturity to the
last maturing installment(s) of principal.

    


    Authority.  Maker
(and the undersigned representative of Maker, if any) represents that Maker has
full power, authority and legal right to execute, deliver and perform her
obligations pursuant to this Note and the Acquisition Agreement and that this
Note and the Acquisition Agreement constitute legal; valid and binding
obligations of Maker.  Maker further represents that the loan
evidenced by this Promissory Note was made for business or commercial purposes
and not for personal, family or household use.

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    


    No Trial by
Jury.  MAKER HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY
ISSUE TRIABLE OF RIGHT BY JURY; AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO
THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS
NOTE OR THE OTHER LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION
ARISING IN CONNECTION THEREWITH INCLUDING, BUT NOT LIMITED TO, THOSE RELATING TO
(A) ALLEGATIONS THAT A PARTNERSHIP EXISTS BETWEEN PAYEE AND MAKER; (B) USURY OR
PENALTIES OR DAMAGES THEREFOR; (C) ALLEGATIONS OF UNCONSCIONABLE ACTS, DECEPTIVE
TRADE PRACTICE, LACK OF GOOD FAITH OR FAIR DEALING, LACK OF COMMERCIAL
REASONABLENESS, OR SPECIAL RELATIONSHIPS (SUCH AS FIDUCIARY, TRUST OR
CONFIDENTIAL RELATIONSHIP); (D) ALLEGATIONS OF DOMINION, CONTROL, ALTER EGO,
INSTRUMENTALITY, FRAUD, REAL ESTATE FRAUD, MISREPRESENTATION, DURESS, COERCION,
UNDUE INFLUENCE, INTERFERENCE OR NEGLIGENCE; (E) ALLEGATIONS OF TORTIOUS
INTERFERENCE WITH PRESENT OR PROSPECTIVE BUSINESS RELATIONSHIPS OR OF ANTITRUST;
OR (F) SLANDER, LIBEL OR DAMAGE TO REPUTATION. THIS WAIVER OF RIGHT TO TRIAL BY
JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY MAKER, AND IS INTENDED TO ENCOMPASS
INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY
JURY WOULD OTHERWISE ACCRUE.  PAYEE IS HEREBY AUTHORIZED TO FILE A
COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER
BY MAKER.

    


    Initials
of Maker

    


    __________

    


    Governing Law.  THIS
NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF TEXAS.

    


    Initials
of Maker

    


    __________

    


    Amendment; Final
Agreement.  PROVISIONS OF THIS NOTE AND THE LOAN DOCUMENTS MAY
BE AMENDED OR REVISED ONLY BY AN INSTRUMENT IN WRITING SIGNED BY MAKER AND
PAYEE. THIS NOTE AND ALL THE OTHER LOAN DOCUMENTS EMBODY THE FINAL, ENTIRE
AGREEMENT OF MAKER AND PAYEE AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS,
AGREEMENTS. REPRESENTATIONS AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL RELATING
TO THE SUBJECT MATTER HEREOF AND THEREOF AND MAY NOT BE CONTRADICTED OR VARIED
BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR
DISCUSSIONS OF MAKER AND PAYEE.  THERE ARE NO ORAL AGREEMENTS BETWEEN
MAKER AND PAYEE

    


    Initials
of Maker

    


    __________

    


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
 

    


    Executed
as of the day and year first above written.

    


    


    MAKER:

    

 

    GREEN ENERGY LIVE, INC.

    A Nevada Corporation

    
 

    /s/ KarenClark                                                                


    Karen Clark, President

    Green Energy Live, Inc.

     

     

    
 

    PAYEE:

    
DEAN CAGLE, Individual

     

    
 

    /s/ Dean Cagle