Exhibit 4.6


 


THIS NOTE HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND MAY NOT BE SOLD,
PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED, DISPOSED OF OR OFFERED FOR
SALE, IN WHOLE OR IN PART, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT UNDER THAT ACT COVERING THIS NOTE OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE CORPORATION THAT AN EXEMPTION FROM REGISTRATION IS
AVAILABLE.


 


UNSECURED PROMISSORY NOTE


 


CASCADE SLED DOG ADVENTURES, INC.


 


Date: August
   , 2004


 


Principal Sum: $


 


Holder:


 


FOR VALUE RECEIVED, CASCADE
SLED DOG ADVENTURES, INC., a Nevada corporation (hereinafter called the “Corporation”),
hereby promises to pay the Principal Sum set forth above to the order of the
above-referenced holder (the AHolder@) in accordance with the terms and
provisions of this Unsecured Promissory Note (the “Note”).


 


1.             Issuance.  This Note is being issued pursuant to the
terms of an Agreement and Plan of Merger, dated as of August 25, 2004, among
the Corporation, Low Carb Creations, Inc., a Washington corporation (“LCC”),
Cascade LCC Merger Sub, Inc., a Washington corporation (the “Merger Sub”),
Sunset Brands, Inc., a Nevada corporation (“Sunset”), and the
shareholders of LCC (together with any amendments thereto, the “Merger Agreement”).  The merger of LCC and the Merger Sub is
referred to herein as the “Merger.” This Note is one of a series of
Notes (collectively, the “Notes”) issued to the shareholders of LCC
pursuant to the terms of the Merger Agreement. The Merger Agreement contains,
among other things, certain representations by the Holder as to (i) Holder=s
status as an “accredited investor” under the Securities Act of 1933, as amended
(the “Act”), (ii) Holder’s ownership of the shares of LCC, (iii)
Holder’s understanding of the restricted nature of this Note.  In addition, Holder has been informed and is
aware that the Note is unsecured and that the Corporation’s ability to repay
the Note on a timely basis will depend on the Corporation’s ability to
successfully implement its business plan and raise additional equity and/or
debt financing, of which there can be no assurance.  Holder has been provided a copy of a Confidential Term Sheet,
dated as of August 6, 2004, of Sunset Brands, Inc. which describes various
risks associated with the actual and proposed business of the Corporation and
ownership of securities in the Corporation.


 

















 


2.             Interest Rate.  This Note shall bear simple interest at an
annual rate of six percent (6.0%).


 


3.             Payments.


 


(a)  Accrued interest on this Note shall be
payable annually on the first business day of each calendar year commencing
January 2005.  Subject to early
repayment in accordance with the provisions of Section 3(b) or 4 below, the
principal balance of this Note and any accrued but unpaid interest hereon shall
be due and payable two (2) years following the date of this Note (the “Maturity
Date”).  All payments due hereunder,
shall be made by check, wire transfer or other customary method of payment to
the holder of this Note in United States Dollars.


 


a.             (b)  A principal prepayment equal to (i) the
lesser of (1) $1,000,000 or (2) the aggregate remaining balance of principal
and accrued interest on all outstanding Notes at the time of such prepayment,
multiplied by (ii) the Pro Rata Fraction (as defined below), shall be due and
payable at such time as the gross proceeds to the Corporation from the sale of
its capital stock in financing transactions completed after the date of the
closing of the Merger equals at least $5,500,000 (but inclusive of any proceeds
from the sale by Sunset of Units consisting of Series A Redeemable Convertible
Preferred Stock and Warrants (“Sunset Units”) prior its merger with a
wholly-owned subsidiary of Parent).  For
purposes of this Note the term “Pro Rata Fraction” shall mean a
fraction, the numerator of which is the aggregate remaining balance of
principal and accrued interest on this Note at the time of the prepayment and
the denominator of which is the aggregate remaining balance of principal and
accrued interest on all outstanding Notes at the time of the prepayment;


 


(c)  a principal prepayment equal to (i) the
lesser of (1) $1,000,000 or (2) the aggregate remaining balance of principal
and accrued interest on all outstanding Notes at the time of such prepayment,
multiplied by (ii) the Pro Rata Fraction, shall be due and payable at such time
as the gross proceeds to the Corporation from the sale of its capital stock in
financing transactions completed after the date of the closing of the Merger
equals at least $10,000,000 (inclusive of any proceeds from the sale by Sunset
of Sunset Units).


 


4.             Prepayment.  This Note may be prepaid by the Corporation
at any time without the prior written consent of the Holder.


 


5.             Events of Default
and Acceleration of the Note.


 


(a)           An “event of default” with respect to
this Note shall exist if any of the following shall occur:


 


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(i)            The Corporation shall breach or fail
to comply with any material provision of this Note and such breach or failure
shall continue for fifteen (15) days after written notice thereof to the
Corporation by Holder.


 


(ii)           A receiver, liquidator or trustee of
the Corporation or of a substantial part of its properties shall be appointed
by court order and such order shall remain in effect for more than fifteen (15)
days; or the Corporation shall be adjudicated bankrupt or insolvent; or a
substantial part of the property of the Corporation shall be sequestered by
court order and such order shall remain in effect for more than fifteen (15)
days; or a petition to reorganize the Corporation under any bankruptcy,
reorganization or insolvency law shall be filed against the Corporation and
shall not be dismissed within forty-five (45) days after such filing.


 


(iii)          The Corporation shall file a petition
in voluntary bankruptcy or request reorganization under any provision of any
bankruptcy, reorganization or insolvency law, or shall consent to the filing of
any petition against it under any such law.


 


(iv)          The Corporation shall make an
assignment for the benefit of its creditors, or consent to the appointment of a
receiver, trustee or liquidator of the Corporation, or of all or any
substantial part of its properties.


 


(b)           If an event of default shall occur,
the Holder may, in addition to such remedies available to Holder under
applicable law, by written notice to the Corporation, declare the principal
amount of this Note, together with all interest accrued thereon, to be due and
payable immediately.


 


6.             Miscellaneous.


 


(a)           All notices and other communications
required or permitted to be given hereunder shall be in writing and shall be
given (and shall be deemed to have been duly given upon receipt) by delivery in
person, by telegram, by facsimile, recognized overnight mail carrier, telex or
other standard form of telecommunications, or by registered or certified mail,
postage prepaid, return receipt requested, addressed as follows: (a) if to the
Holder, to the record address specified in the stock records of the Corporation,
or such other address as such Holder shall furnish to the Corporation in
writing in accordance with this Section, or (b) if to the Corporation, to it at
its headquarters office, or to such other address as the Corporation shall
furnish to the Holder in accordance with this Section.


 


(b)           This Note and all transactions
hereunder and/or evidenced hereby shall be governed by, construed under and
enforced in accordance with the laws of the State of California.  Each of the Corporation and Holder agrees that
any dispute, controversy or claim arising out of, relating to, or in connection
with, this Note shall be finally settled by binding arbitration in accordance
with the provisions of the Merger Agreement. 
The seat of the arbitration shall be in Los Angeles, California.  Each of the Holder and the Corporation
hereby irrevocably submits to the jurisdiction of the arbitrator in Los
Angeles, California and waives any defense in an arbitration based upon any
claim that such party is not subject personally to the


 


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jurisdiction of such arbitrator, that such arbitration is brought in an
inconvenient forum or that such venue is improper.


 


(c)           The Corporation waives protest,
notice of protest, presentment, dishonor, notice of dishonor and demand.


 


(d)           If any provision of this Note shall
for any reason be held to be invalid or unenforceable, such invalidity or
unenforceability shall not affect any other provision hereof, but this Note
shall be construed as if such invalid or unenforceable provision had never been
contained herein.


 


(e)           The waiver of any event of default or
the failure of the Holder to exercise any right or remedy to which it may be
entitled shall not be deemed a waiver of any subsequent event of default or of
the Holder’s right to exercise that or any other right or remedy to which the
Holder is entitled.


 


(f)            In addition to all other remedies to
which the Holder may be entitled hereunder, Holder shall also be entitled to
decrees of specific performance without posting bond or other security.


 


(g)           Neither this Note nor any rights or
obligations of the Holder hereunder may be assigned without the express written
consent of the Corporation.  Subject to
the foregoing, all the covenants, stipulations, promises, and agreements in
this Note contained by or in behalf of Holder or the Corporation shall bind
their respective successors and assigns, whether so expressed or not.


 


(h)           No waiver or modification of any of
the terms or provisions of this Note shall be valid or binding unless set forth
in a writing signed by Holder and the Corporation and then only to the extent
therein specifically set forth.


 


IN WITNESS
WHEREOF, the Corporation has caused this Note to be duly executed on the date
set forth below


 


 


Dated: August   ,
2004


 


CASCADE SLED DOG, INC., a
Nevada corporation


 


	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title:

  



 


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