yoo_8k-ex1016.htm


     

    EXHIBIT
10.16

     

    THE SECURITIES REPRESENTED BY
THIS INSTRUMENT HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE
SECURITIES LAWS OF ANY STATE, MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR
HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND/OR APPLICABLE STATE
SECURITIES LAWS, OR UNLESS THE ISSUER HAS RECEIVED AN OPINION OF COUNSEL OR
OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE ISSUER AND ITS
COUNSEL, THAT SUCH REGISTRATION IS NOT
REQUIRED.

     

    IX ENERGY,
INC.

     

    PROMISSORY
NOTE

    (non-negotiable)

     

     

    $110.000.-    [12-30-07 was
advanced by Dr. Schlesinger for Warwick Township]

     

    FOR VALUE
RECEIVED IX Energy. Inc.. a Delaware corporation (the "Company"), promises
to pay to Scott Schlesinger, MD (the "Holder"), the
principal amount of One Hundred Ten Thousand Dollars ($110.000._), or such
lesser amount as shall equal the outstanding principal amount hereof. together
with simple interest from the date of this Note on the unpaid principal balance
at a rate equal to twelve percent (12%) per annum. computed on the basis of the
actual number of days elapsed and a year of 365 days. All unpaid principal.
together with any then accrued but unpaid interest and any other amounts payable
hereunder, shall be due and payable on or before the third business day
following the final payment to the Company by the Town of Warwick in connection
with the Company's solar panel installation project at 132 Kings Highway in
Warwick. New York.

     

    The
following is a statement of the rights of the Holder of this Note and the
conditions to which this Note is subject, and to which the Holder, by the
acceptance of this Note, agrees:

     

    1.    Event of
Default.

     

    (a)    For purposes
of this Note, an "Event of Default"
means:

     

    (i)    the
Company shall default in the payment of interest and/or principal on this Note;
or

     

    (ii)   the
Company shall fail to materially perform any covenant, term, provision,
condition, agreement or obligation of the Company under this Note (other than
for non-payment) and such failure shall continue uncured for a period of ten
(10) business days after notice from the Holder of such failure; or

     

    
      
        
        

      

      
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    (iii)   the
Company shall (1) become insolvent; (2) admit in writing its inability to pay
its debts generally as they mature; (3) make an assignment for the benefit of
creditors or commence proceedings for its dissolution; or (4) apply for or
consent to the appointment of a trustee, liquidator or receiver for it or for a
substantial part of its property or business; or

     

    (iv)   a
trustee. liquidator or receiver shall be appointed for the Company or for a
substantial part of its property or business without its consent and shall not
be discharged within thirty (30) days after such appointment; or

     

    (v)    any
governmental agency or any court of competent jurisdiction at the insistence of
any governmental agency shall assume custody or control of the whole or any
substantial portion of the properties or assets of the Company and shall not be
dismissed within thirty (30) days thereafter: or

     

    (vi)   the
Company shall sell or otherwise transfer all or substantially all of its assets:
or

     

    (vii)   bankruptcy,
reorganization, insolvency or liquidation proceedings or other proceedings, or
relief under any bankruptcy law or any law for the relief of debt shall be
instituted by or against the Company and, if instituted against the Company
shall not be dismissed within thirty (30) days after such institution, or the
Company shall by any action or answer approve of, consent to, or acquiesce in
any such proceedings or admit to any material allegations of, or default in
answering a petition filed in any such proceeding: or

     

    (viii)   the
Company shall be in material default of any of its indebtedness that gives the
holder thereof the right to accelerate such indebtedness.

     

    (b)    Upon the
occurrence of an Event of Default, the principal and unpaid interest under
this Note shall bear interest at the lesser of 24.00% per annum or the
maximum lawful rate authorized under applicable law, and the entire indebtedness
with accrued interest thereon due under this Note shall. at the option of the
Holder, be immediately due and payable. Failure to exercise such option shall
not constitute a waiver of the right to exercise the same in the event of any
subsequent Event of Default.

     

    2.    Prepayment. The
Company may prepay this Note at any time. in whole or in part, provided any such
prepayment will be applied first to the payment of expenses due under this Note,
second to interest accrued on this Note and third, if the amount of prepayment
exceeds the amount of all such expenses and accrued interest. to the payment of
principal of this Note.

     

    3.    Miscellaneous.

     

    (a)    Loss, Theft, Destruction or Mutilation of
Note. Upon
receipt of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Note and, in the case of loss, theft or
destruction, deliver of an indemnity agreement reasonably satisfactory in form
and substance to the Company or, in the case of mutilation, on surrender and
cancellation of this Note, the Company shall execute and deliver, in lieu of
this Note, a
new note executed in the same manner as this Note, in the same principal amount
as the unpaid principal amount of this Note and dated the date to
which interest shall have been paid on this Note or, if no interest
shall have yet been so paid, dated the date of this Note.

     

    
      
        
        

      

      
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    (b)    Payment. All payments under this Note
shall be made in lawful tender of the United States.

     

    (c)    Waivers. The Company
hereby waives notice of default, presentment or demand for payment, protest or
notice of nonpayment or dishonor and all other notices or demands relative to
this instrument.

     

    (d)    Usury. In the
event that any interest paid on this Note is deemed to be in excess of the then
legal maximum rate. then that portion of the interest payment representing an
amount in excess of the then legal maximum rate shall be deemed a payment of
principal and applied against the principal of this Note.

     

    (e)    Waiver and
Amendment. Any provision of this Note may be amended. waived or
modified only by an instrument in writing signed by the party against which
enforcement of the same is sought.

     

    (f)    Notices. Any notice
or other communication required or permitted to be given hereunder shall be in
writing sent by mail, facsimile with printed confirmation, nationally recognized
overnight carrier or personal delivery and shall be effective upon actual
receipt of such notice, to the following addresses until notice is received that
any such address or contact information has been changed:

     

    To the
Company:

     

    IX
Energy, Inc.

    419
Lafayette Street 6th Floor 

    New York.
NY 10003

    


    To
Holder:

     

    Scott
Schlesinger, MD 

    218 Hon
Street 

    Hoboken,
NJ 07030

    


    (g)    Expenses; Attorneys'
Fees. If action is instituted to enforce or collect this Note, the
Company promises to pay all reasonable costs and expenses, including, without
limitation, reasonable attorneys' fees and costs, incurred by the Holder in
connection with such action.

     

    (h)    Successors and Assigns. This
Note may not be assigned or transferred by the Holder without the prior written
consent of the Company. Subject to the preceding sentence. the rights and
obligations of the Company and the Holder of this Note shall be
binding upon and benefit the successors, permitted assigns, heirs,
administrators and permitted
transferees of the parties.

     

    
      
        
        

      

      
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    (i)    Governing Law: Jurisdiction. THIS
NOTE SHALL BE GOVERNED BY. AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS
OF THE STATE OF NEW YORK WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAWS.
EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE PERSONAL AND
SUBJECT MATTER JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK
LOCATED IN THE BOROUGH OF MANHATTAN OVER ANY SUIT. ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO THIS NOTE. EACH PARTY HEREBY IRREVOCABLY WAIVES TO THE
FULLEST EXTENT PERMITTED BY LAW, (A) ANY OBJECTION THAT THEY MAY NOW OR
HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN
ANY SUCH COURT; AND (B) ANY CLAIM THAT ANY SUCH SUIT. ACTION OR PROCEEDING HAS
BEEN BROUGHT IN AN INCONVENIENT FORUM. FINAL JUDGMENT IN ANY SUIT, ACTION OR
PROCEEDING BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON EACH
PARTY DULY SERVED WITH PROCESS THEREIN AND MAY BE ENFORCED IN THE COURTS OF THE
JURISDICTION OF WHICH EITHER PARTY OR ANY OF THEIR PROPERTY IS SUBJECT, BY A
SUIT UPON SUCH JUDGMENT.

    


    [SIGNATURE
PAGE FOLLOWS]

     

     

     

    
      
        
        

      

      
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    IN
WITNESS WHEREOF, the Company has caused this Note to he executed as of the date
first above written by its duly authorized officer.

     

    
      
        	 	IX
      ENERGY, INC.	 
	 	 	
                 

                 

              	 
	
                 

              	
                By:
      

              	/s/
      Steven Hoffman 	 
	 	 	

                Name:
      Steven Hoffman

              	 
	 	 	Title:
      President	 
	 	 	 	 


      

    

     

     

     

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