yoo_8k-ex1015.htm


    EXHIBIT
10.15

     

     

    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, AND 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
      money was advanced by Dr. Schlesinger for Prodell
  Project]


    

     

    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 final payment to the Company by Johnson Controls, Inc. in connection
with the Company's solar panel installation project at the Albert G Prodell
Middle School in Shoreham, 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

     


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


     

    (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 proceeding’s
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 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, delivery 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.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


     

    (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.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


     

    


     (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]

     

     

     

     

     

     

    
 

    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the Company has caused this Note to be 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

               

            


    

    


    


                              


     

     

    5