Exhibit 10.1


 


PROMISSORY NOTE


 


	
  $7,500

  	
   

  	
  Dated: November 12, 2003

  



 


1.             Principal.  For
value received, Nucotec, Inc., a Nevada corporation (“Maker”),
promises to pay to the order of Earl T. Shannon (“Holder”), at the
address of Holder known to Maker or at such other place as Holder may from time
to time designate in writing, the principal sum of seven thousand five hundred
dollars ($7,500) (the “Obligation”), which represents the
principal amount to be advanced by Holder to Maker.


 


2.             Interest.  Interest on the unpaid principal amount of
the Obligation outstanding from time to time shall accrue at the annualized
rate of ten percent (10%).  Computations
of interest shall be made on the basis of a 365 day year, and the actual number
of days elapsed.


 


3.             Payments.  Maker shall pay to Holder the Obligation in
the following manner:


 


(a)           One payment consisting of principal and
interest on the Maturity Date (as defined below).


 


(b)           “Maturity Date” shall mean the date
which is one year from the date of this Note.


 


4.             Transaction.  This Note is the promissory note issued by
Maker to Holder to evidence a loan.


 


5.             Prepayment.  Maker shall be entitled to prepay this Note
prior to the Maturity Date without premium or penalty.


 


6.             Applications of
Payments.  Payments received by Holder
pursuant to the terms hereof shall be applied in the following manner:  first, to the payment of all expenses,
charges, late payment fees, costs and fees incurred by or payable to Holder and
for which Maker is obligated pursuant to the terms of this Note, second, to the
payment of all interest accrued to the date of such payment; and third, to the
payment of principal.


 


7.             Events of Default.  The occurrence of any of the following
events shall constitute an Event of Default hereunder


 


(a)           Failure of Maker to pay the principal and
interest upon the Maturity Date;


 


(b)           Failure of Maker to pay any amount or
perform any other obligation under the Agreement;


 


(c)           Maker shall admit in writing its inability
to, or be generally unable to, pay its undisputed debts as such undisputed
debts become due;


 


(d)           Maker shall: (i) apply for or consent to the
appointment of, or the taking of possession by, a receiver, custodian, trustee,
examiner or liquidator of all or a substantial part of its property, (ii) make
a general assignment for the benefit of its creditors, (iii) commence a
voluntary case under the United States Bankruptcy


 

















 


Code, (iv) file a petition seeking to take
advantage of any other law relating to bankruptcy, insolvency, reorganization,
liquidation, dissolution, arrangement or winding-up, or composition or
readjustment of debts; (v) fail to controvert in a timely and appropriate
manner, or acquiesce in writing to, any petition filed against him in an
involuntary case under the United States Bankruptcy Code; or (vi)take any
action for the purpose of effecting any of the foregoing;


 


(e)           A proceeding or case shall be commenced,
without the application or consent of Maker, in any court of competent
jurisdiction, seeking: (i) its financial reorganization, liquidation or
arrangement, or the composition or readjustment of its debts; (ii) the
appointment of a receiver, custodian, trustee, examiner, liquidator or the like
of Maker or of all or any substantial part of its property; or (iii) similar
relief in respect of Maker under any law relating to bankruptcy, insolvency,
reorganization or composition or adjustment of debts, and such proceeding or
case shall continue undismissed, or an order, judgment or decree approving or
ordering any of the foregoing shall be entered and continue unstayed and in
effect, for a period of 30 or more days; or an order for relief against Maker
shall be entered in an involuntary case under the United States Bankruptcy
Code; or


 


(f)            A final judgment
or judgments issued by a court of competent jurisdiction for the payment of
money in excess of $25,000 in the aggregate (exclusive of judgment amounts
fully covered by insurance where the insurer has admitted liability in respect
of such judgment) or in excess of $50,000 in the aggregate (regardless of
insurance coverage) shall be rendered by a one or more governmental persons
having jurisdiction against Maker and the same shall not be discharged (or
provision shall not be made for such discharge), or a stay of execution of the
relevant judgment shall not be procured, within 30 days from the date of entry
of such judgment and Maker shall not, within that 30-day period, or such longer
period during which execution of the same shall have been stayed, appeal from
and cause the execution of such judgment to be stayed during such appeal.


 


8.             Remedies; Late
Payment Penalty.  Upon the occurrence of an
Event of Default and without demand or notice, Holder may declare the principal
amount then outstanding of, and the accrued interest on, the Obligation of
Maker to be forthwith due and payable, whereupon such amounts shall be
immediately due and payable without presentment, demand, protest or other
formalities of any kind, all of which are hereby expressly waived by Maker and
Maker may exercise all rights and remedies available to it under the Agreement
or any succeeding agreement).


 


9.             Waiver.  Maker hereby waives diligence, presentment,
protest and demand, notice of protest, dishonor and nonpayment of this Note and
expressly agrees that, without in any way affecting the liability of Maker
hereunder, Holder may extend any maturity date or the time for payment of any
installment due hereunder, accept security, release any party liable hereunder
and release any security now or hereafter securing this Note.  Maker further waives, to the full extent
permitted by law, the right to plead any and all statutes of limitations as a
defense to any demand on this Note, or on any deed of trust, security
agreement, lease assignment, guaranty or other agreement now or hereafter
securing this Note.


 


10.           Attorneys’ Fees;
Costs.  Maker agrees to pay to Holder
all costs and expenses including attorneys’ fees and costs, incurred by Holder
in connection with the negotiation, preparation or execution of the loan and
this Note.  If this Note is not paid
when due or if any


 


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Event of Default
occurs, Maker promises to pay all costs of enforcement and collection,
including but not limited to, Holder’s attorneys’ fees, whether or not any
action or proceeding is brought to enforce the provisions hereof.


 


11.           Severability.  Every provision of this Note is intended to
be severable.  In the event any term or
provision hereof is declared by a court of competent jurisdiction, to be illegal
or invalid for any reason whatsoever, such illegality or invalidity shall not
affect the balance of the terms and provisions hereof, which terms and
provisions shall remain binding and enforceable.


 


12.           Interest Rate
Limitation.  Holder and Maker stipulate and
agree that none of the terms and provisions contained herein or in the
Agreement shall ever be construed to create a contract for use, forbearance or
detention of money requiring payment of interest at a rate in excess of the
maximum interest rate permitted to be charged by the laws of the State of
California.  In such event, if any
Holder of this Note shall collect monies which are deemed to constitute
interest which would otherwise increase the effective interest rate on this
Note to a rate in excess of the maximum rate permitted to be charged by the
laws of the State of Nevada, all such sums deemed to constitute interest in
excess of such maximum rate shall, at the option of Holder, be credited to the
payment of the sums due hereunder or returned to Maker.


 


13.           Number and Gender.  In this Note the singular shall include the
plural and the masculine shall include the feminine and neuter gender, and vice
versa, if the context so requires.


 


14.           Headings.  Headings at the beginning of each numbered
paragraph of this Note are intended solely for convenience and are not to be
deemed or construed to be a part of this Note.


 


15.           Choice of Law.  This Note shall be governed by and construed
in accordance with the laws of the State of California.  Any action to enforce this Note shall be
brought in state or federal courts located in Orange County, California.


 


16.           Miscellaneous.


 


(a)           All notices and other communications
provided for hereunder shall be in writing and shall be delivered by United
States mail, certified or registered, return receipt requested to the
respective party at the address provided in the Agreement or otherwise provided
for such purpose.


 


(b)           No failure or delay on the part of Holder or
any other holder of this Note to exercise any right, power or privilege under
this Note and no course of dealing between Maker and Holder shall impair such
right, power or privilege or operate as a waiver of any default or an
acquiescence therein, nor shall any single or partial exercise of any such right,
power or privilege preclude any other or further exercise thereof or the
exercise of any other right, power or privilege.  The rights and remedies herein expressly provided are cumulative
to, and not exclusive of, any rights or remedies, which Holder would otherwise
have.  No notice to or demand on Maker
in any case shall entitle Maker to any other or further notice or demand in
similar or other circumstances or constitute a waiver of the right of Holder to
any other or further action in any circumstances without notice or demand.


 


(c)           Maker and any endorser of this Note hereby
consent to renewals and extensions of time at or after the maturity hereof,
without notice, and hereby waive diligence, presentment, protest, demand and
notice of every kind.


 


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(d)           Maker may not assign its rights or
obligations hereunder without prior written consent of Holder.  Subject to compliance with applicable
federal and state securities laws, Holder may (i) assign all or any portion of
this Note without the prior consent of Maker or (ii) sell or agree to sell to
one or more other persons a participation in all or any part of the Note
without the prior consent of Maker. 
Upon surrender of the Note, Maker shall execute and deliver one or more
substitute notes in such denominations and of a like aggregate unpaid principal
amount or other amount issued to Holder and/or to Holder’s designated
transferee or transferees.  Holder may
furnish any information in the possession of Holder concerning Maker, or any of
its respective subsidiaries, from time to time to assignees and participants
(including Prospective assignees and participants).


 


IN WITNESS WHEREOF, Maker has caused this Note to
be duly executed and delivered as of the day and year and at the place first
above written.


 


	
   

  	
  MAKER:

  
	
   

  	
   

  
	
   

  	
  Nucotec, Inc.,

  
	
   

  	
  a Nevada corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Earl T. Shannon

  	
   

  
	
   

  	
  BY: Earl T. Shannon

  
	
   

  	
  ITS: President

  
	
   

  	
   

  
	
   

  	
  CERTIFIED AS AUTHORIZED BY BOARD
  OF DIRECTORS OF NUCOTEC, INC.:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Steven W. Hudson

  	
   

  
	
   

  	
  BY: Steven W. Hudson

  
	
   

  	
  ITS: Secretary

  
	
   

  	
   

  
	
   

  	
  HOLDER:

  
	
   

  	
   

  
	
   

  	
  Earl T. Shannon

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Earl T. Shannon

  	
   

  
	
   

  	
  Earl T. Shannon, an individual

  



 


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