yoo_8k-ex1012.htm


    
       

      EXHIBIT
10.12

      
      

       

      
        THE
SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF STATE, AND MAY NOT
BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED HYPOTHECATED UNLESS AND UNTIL REGISTERED
UNDER SUCH ACT AND/OR APPLICABLE STATE SECURITIES LAWS, OR
UNLESS THE ISSUER HAS RECEIVED A 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)

       

      
        	$     
       200,000      	
                     May 6,
      2008    

              


      

       

      FOR VALUE
RECEIVED IX Energy, Inc., a Delaware corporation (the "Company”), promises to
pay to Steven Hoffman (the “Holder”), the
principal amount of Two Hundred Thousand
Dollars ($200,000.__ ), 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 five percent
(5%) 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 the earlier of (i) the closing of a transaction (or series of
transactions, whether or not related) in which the Company issues and sells
shares of its capital stock or securities convertible into shares of capital
stock in exchange for aggregate gross proceeds of more than $1.5 million that
occur after May 5, 2008, (ii) the consummation of a merger, shares exchange or
other business combination with a company subject to the reporting requirements
of section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, or
(iii) December 31, 2008 (the “Maturity
Date”).

       

      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 shoal
(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 al of its assets;
or

       

      (vi)    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 o r 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

       

      (vi)    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 a n 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 al 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 ye t 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:

       

      Steven
Hoffman

      IX
Energy, Inc.

      419
Lafayette Street 6th Floor 

      New York,
NY 10003

       

      (g)    Expenses; Attorneys’
Fees. If
action is instituted to enforce or collect this Note, the Company promises to
pay al 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 o f
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. FIENAL 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 be executed as of the date
first above written by its duly authorized officer.

       

       

      
        
          	 	
                  IX ENERGY,
      INC.

                   

                	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/
      Steve Hoffman 	 
	 	 	Name:
      Steve Hoffman	 
	 	 	Title:
      CEO	 
	 	 	 	 


        

      

    

     

     

     

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