yoo_8k-ex1017.htm


    EXHIBIT
10.17

     

    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)

     

    
    

     

    
      	$ 900,000	
              July 21,
      2008

            


    

     

    FOR VALUE
RECEIVED IX Energy, Inc., a Delaware corporation (the "Company"), promises to pay to IX Energy Investment,
LLC (the "Holder"), the
principal amount of Nine-Hundred Thousand Dollars ($900,000), 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 eighteen percent (18%) 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
City of New Orleans, or any affiliate thereof, in connection with the Company's
solar panel installation project at the following schools: International School
of Louisiana, New Orleans Charter Science and Mathematics High School, Pierre A
Capdau - UNO Charter School, Warren Easton Senior High School and John Dibert
School, as set forth in the agreements attached hereto as Exhibit A.

     

    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 or
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.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    (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.

     

    (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.

    711 3rd
Ave. #1505

    New York,
NY 10017

    


    To
Holder:

     

    IX Energy
Investment, LLC

    c/o 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.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    (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.

     

    (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
JUDGEMENT 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 SLIT 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/
      Joseph
      Earle                                        

              Name: Joseph
Earle

              Title: Chief Financial
      Officer

            


    

     

     

     

     

    -5-