Lithium Exploration Group, Inc.: Exhibit 10.28 - Filed by newsfilecorp.com






THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND
EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON
AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO
AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO
THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY
ACCEPTABLE TO THE COMPANY. 

ALTA DISPOSAL LTD. 

20% SECURED NOTE 

Due Date: June 1, 2014 

	CDN$330,000.00 	Issue Date: 	March 3, 2013


                     FOR VALUE RECEIVED, Alta
Disposal Ltd., an Alberta corporation (the “Company”), hereby promises to
pay to the order of 514742 B.C LTD. or its assigns (the “Holder”)
Three Hundred and Thirty Thousand Dollars ($330,000.00) (the “Principal”)
when due, whether upon the Maturity Date (as defined below) or otherwise (in
each case in accordance with the terms hereof) and to pay interest
(“Interest”) on any outstanding Principal at the applicable Interest Rate
(as defined below), from the date set out above as the Issuance Date (the
“Issuance Date”) until the same becomes due and payable, whether
upon the Maturity Date otherwise (in each case in accordance with the terms
hereof). The Principal is comprehensive of the aggregate principal sum of Two
Hundred and Ninety-Three Thousand Dollars ($293,00 ) advanced by the Holder,
Four Thousand ($4,000) in expenses incurred by the Holder, and third party
commission of Thirty-Three Thousand Dollars ($33,000) payable by the Holder to
Forefront Advisors. 

                     1.                      Principal. Unless
otherwise provided herein, on the Maturity Date, the Company shall pay to the
Holder an amount in cash representing all outstanding Principal and accrued and
unpaid Interest (as defined below), if any. The “Maturity Date” shall be
90 days from the Issuance Date. The Company may prepay any portion of the
outstanding Principal, accrued and unpaid Interest, if any, without penalty.


                     2.                      Transaction Fee. In
addition to the Principal, the Company shall pay to the Holder by the Maturity
Date a transaction fee (the “Transaction Fee”) of Six Thousand Six
Hundred Dollars ($6,600) (being Two Percent (2%) of the Principal). The
Transaction Fee shall be non-interest bearing until the Maturity Date, whereupon
it shall accrue interest until paid at the Default Interest Rate (as define
below). 

                     3.                      Interest; Interest
Rate. The Interest Rate (the “Interest Rate”) on this Note shall be
twenty percent (20%) per annum, accruing from the Issuance Date, computed daily
on the basis of a 365-day year and payable on the Maturity Date. Any portion of
the Principal, Transaction Fee and accrued Interest not paid when due hereunder
shall bear interest at the default interest rate (the “Default Interest
Rate”) of forty percent (40%) per annum accruing from the Maturity Date,
computed daily on the basis of a 365-day year. Interest shall be payable to the
record holder of this Note in cash.

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                     4.                      Default Penalty. If the
Company fails to pay any portion of the Principal, Transaction Fee, or Interest
when due hereunder, the Company shall pay to the Holder a default penalty (the
“Default Penalty”) of Eighty-Two Thousand Five Hundred Dollars ($82,500),
being twenty-five percent (25%) of the Principal. Any unpaid portion of the
Default Penalty not paid when due hereunder shall bear interest at the Default
Interest Rate until paid.

                     5.                      Manner of Payment. The
payment of Principal, Interest, of the Transaction Fee, or, if applicable, the
Default Penalty in respect this Note shall be paid by the Company to the Holder
by wire transfer of immediately available funds to an account or accounts
designated by Holder in writing. If any payment in respect of this Note is due
on a day which is not a Business Day, such payment shall be due on the next
succeeding Business Day. “Business Day” means any day other than a
Saturday, Sunday or legal holiday in the City of Vancouver.

                     6.                      Prepayment by Company.
The Company may prepay all or any portion of the Principal, Transaction Fee, or
Interest at any time prior to the Maturity Date, provided that this Note shall
bear minimum aggregate interest of Sixteen Thousand Two Hundred and Seventy Four
Dollars ($16,274) (being 90 days interest accruing at the Interest Rate),
notwithstanding any prepayment of the Principal Amount.

                     7.                      Security. Payment of
the principal of, and interest on, this Note, is secured by all present and
after acquired property of the Company (the “Security”). The Company and
the Holder shall execute the General Security Agreement, annexed hereto as
Exhibit A, which, along with Section 8B of this Note, shall govern the
release of the Security upon an Event of Default (as defined below). The Company
further agrees that it will not transfer, assign, pledge or provide a negative
pledge to any third party with respect to the Security while the Note is
outstanding.

                     8.                      Events of Default 

                                               A.                The term “Event of
Default” shall mean any of the events set forth in this Section 8A (the term
“Company” for this purpose shall include all subsidiaries of the Company): 

                                                                   i.                      Non-Payment of
Obligations. The Company shall default in the payment of the Principal,
Interest, or the Transaction Fee in respect of this Note, as and when the same
shall become due and payable, whether by acceleration or otherwise. 

                                                                   ii.                      Bankruptcy, Insolvency,
etc. The Company shall: 

                                                                                        a)                      admit in writing its inability to
pay its debts as they become due; 

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                                                                                        b)                      apply for, consent to, or
acquiesce in, the appointment of a trustee, receiver, sequestrator or other
custodian for the Company or any of its property, or make a general assignment
for the benefit of creditors; 

                                                                                      c)                      in the absence of such
application, consent or acquiesce in, permit or suffer to exist the appointment
of a trustee, receiver, sequestrator or other custodian for the Company or for
any part of its property and that is not dismissed within sixty (60) days; 

                                                                                        d)                      permit or suffer to exist the
commencement of any bankruptcy, reorganization, debt arrangement or other case
or proceeding under any bankruptcy or insolvency law, or any dissolution,
winding up or liquidation proceeding, in respect of the Company, and, if such
case or proceeding is not commenced by the Company or converted to a voluntary
case, such case or proceeding is consented to or acquiesced in by the Company or
results in the entry of an order for relief; or 

                                                                                         e)                      take any corporate or other
action authorizing any of the foregoing. 

                                               B.                      Action Upon Default;
Consent to Judgment. If any Event of Default described in Section 8A above
shall occur, the entire Principal Amount and any Interest due under this Note
shall become due and payable immediately at the election of the Holder. Upon
default of any of the obligations set forth in this Note, the Company and the
Holder, authorize and empower any attorney, Justice of the Peace, or Clerk of
Court of Record in any of the jurisdictions in which the makers or endorsers
reside, work or own property in the Province of British Columbia, or in any
other jurisdiction, to enter judgment by confession against such makers and
endorsers, jointly and severally, in favor of the Holder or its assigns, for (i)
the release of the Security; or (ii) the full amount due plus all costs of
collection, including without limitation court costs and reasonable attorney's
fees. The Company expressly waives any summons or other process, consents to
immediate execution of said judgment, and expressly waives benefit of all
exemption laws and presentment, demand, protest, and notice of maturity, and/or
protest, and also waives benefit of any other requirements necessary to hold
each of them liable as makers and endorsers. 

9.                      Miscellaneous. 

                                               A.                      Parties in Interest.
All covenants, agreements and undertakings in this Note binding upon the Company
or the Holder shall bind and inure to the benefit of the successors and
permitted assigns of the Company and the Holder, respectively, whether so
expressed or not. 

                                               B.                      Construction; Headings.
This Note shall be deemed to be jointly drafted by the Company, the Holder and
the Security Holder, and shall not be construed against any person as the
drafter hereof. The headings of this Note are for convenience of reference and
shall not form part of, or affect the interpretation of, this Note. 

                                               C.                      Notices. All notices,
demands, consents, requests, instructions and other communications to be given
or delivered or permitted under or by reason of the provisions of this Agreement
or in connection with the transactions contemplated hereby shall be in writing
and shall be deemed to be delivered and received by the intended
recipient as follows: (i) if personally delivered, on the Business Day of such
delivery (as evidenced by the receipt of the personal delivery service), (ii) if
mailed certified or registered mail return receipt requested, two (2) Business
Days after being mailed, (iii) if delivered by overnight courier (with all
charges having been prepaid), on the Business Day of such delivery (as evidenced
by the receipt of the overnight courier service of recognized standing), or (iv)
if delivered by facsimile transmission or other electronic means, including
email, on the Business Day of such delivery if sent by 6:00 p.m. in the time
zone of the recipient, or if sent after that time, on the next succeeding
Business Day. If any notice, demand, consent, request, instruction or other
communication cannot be delivered because of a changed address of which no
notice was given, or the refusal to accept same, the notice, demand, consent,
request, instruction or other communication shall be deemed received on the
second business day the notice is sent (as evidenced by a sworn affidavit of the
sender). All such notices, demands, consents, requests, instructions and other
communications will be sent to the following addresses or facsimile numbers as
applicable:

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	 	If to the Company, to: 	Alta Disposal Ltd. 
	 	  	200 N. Hayden Road, Suite 235, 
	 	  	Scottsdale, Arizona 858251 
	 	  	Attention: Alex Walsh, Chief Executive Officer
    
	 	  	Telephone No.: (800) 508-6149 
	 	  	Facsimile No.: (480) 641-4794 
	 	  	 
	 	With copies to: 	MacDonald Tuskey 
	 	  	4th Floor - 570 Granville Street 
	 	  	Vancouver BC V6C 3P1 
	 	  	Attn: Robert Galletti 
	 	  	Telephone No.: (604) 689-1022 
	 	  	Facsimile No.: (604) 681-4760 
	 	  	 
	 	  	 
	 	If to the Holder, to: 	514742 B.C LTD 
	 	 	 
	 	  	Coquitlam, British Columbia V3C 3P5 
	 	  	Attention: Wan Jung 
	 	  	2956 Starlight Way  
	 	With copies to: 	McMillan LLP 
	 	  	Royal Centre, 1055 W. Georgia Street, Suite
      1500 
	 	  	PO Box 11117 
	 	  	Vancouver, BC V6E 4N7 
	 		Attn: Grant
Wong  
	 	  	Telephone No.: (604)691.6848 
	 	  	Facsimile No.: (604) 893.7627



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                                               D.                      Cancellation. After all
Principal, accrued Interest and other amounts at any time owed on this Note have
been paid in full, this Note shall automatically be deemed canceled, shall be
surrendered to the Company for cancellation and shall not be reissued. 

                                               E.                      Governing Law;
Jurisdiction; Severability; Jury Trial. This Note shall be construed and
enforced in accordance with, and all questions concerning the construction,
validity, interpretation and performance of this Note shall be governed by, the
internal laws of the Province of Alberta, without giving effect to any choice of
law or conflict of law provision or rule (whether of the Province of Alberta or
any other jurisdictions) that would cause the application of the laws of any
jurisdictions other than the Province of Alberta. The Company hereby irrevocably
submits to the exclusive jurisdiction of the state and federal courts sitting in
the Province of Alberta, for the adjudication of any dispute hereunder or in
connection herewith or with any transaction contemplated hereby or discussed
herein, and hereby irrevocably waives, and agrees not to assert in any suit,
action or proceeding, any claim that it is not personally subject to the
jurisdiction of any such court, that such suit, action or proceeding is brought
in an inconvenient forum or that the venue of such suit, action or proceeding is
improper. Nothing contained herein shall be deemed to limit in any way any right
to serve process in any manner permitted by law. In the event that any provision
of this Note is invalid or unenforceable under any applicable statute or rule of
law, then such provision shall be deemed inoperative to the extent that it may
conflict therewith and shall be deemed modified to conform with such statute or
rule of law. Any such provision which may prove invalid or unenforceable under
any law shall not affect the validity or enforceability of any other provision
of this Note. Nothing contained herein shall be deemed or operate to preclude
the Holder from bringing suit or taking other legal action against the Company
in any other jurisdiction to collect on the Company's obligations to the Holder,
to realize on any collateral or any other security for such obligations, or to
enforce a judgment or other court ruling in favor of the Holder. THE COMPANY
HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A
JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH
OR ARISING OUT OF THIS NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY. 

                                               F.                      No Waiver. No delay in
exercising any right hereunder shall be deemed a waiver thereof, and no waiver
shall be deemed to have any application to any future default or exercise of
rights hereunder. 

                                               G.                      Modification and
Severability. If, in any action before any court or agency legally empowered
to enforce any provision contained herein, any provision hereof is found to be
unenforceable, then such provision shall be deemed modified to the extent
necessary to make it enforceable by such court or agency. If any such provision
is not enforceable as set forth in the preceding sentence, the unenforceability
of such provision shall not affect the other provisions of this Warrant, but
this Warrant shall be construed as if such unenforceable provision had never
been contained herein. 

                                               H.                      Currency. All references to currency hereunder shall
be in Canadian Dollars.

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                     IN WITNESS WHEREOF, this Note has been
executed and delivered on the date specified above by the duly authorized
representative of the Company. 


	COMPANY: 
	 	  
	Alta Disposal Ltd. 
	 	  
	 	  
	 	  
	By:  	
	 	Alex Walsh 
	 	Chief Executive Officer



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	EXHIBIT A 
	 
	[GSA] 


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