yoo_8k-ex1014.htm


    EXHIBIT 10.14

     

    
      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)

       

      $3,000.00[11-01-07
money was advanced by Dr. Schlesinger for Burke Residence, Northport
LI]

       

      FOR VALUE
RECEIVED IX Energy, Inc., a Delaware corporation (the "Company"), promises
to pay to Scott Schlesinger, MD (the “Holder”), the
principal amount of Three Thousand Dollars ($3,000.00), 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 [3 days after final payment on
contract] in connection with the Company's solar panel installation project at
the Burke residence in Northport, 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 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, 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.

       

      (a)            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