Loan Agreement




Loan Agreement


 


THIS LOAN AGREEMENT, dated as of
December 1, 2001, by and between Neutron Enterprises, Inc., a corporation
organized and existing under the laws of the State of Nevada, and Nanuk Warman,
an individual ("Lender").

W I T N E S S E T H :

WHEREAS, the Borrower desires to
borrow up to fifty thousand dollars ($50,000) from the Lender in order to pay
certain amounts for equipment due; and

WHEREAS, the Lender desire to
loan up to fifty thousand dollars ($50,000) to the Borrower upon the terms and
conditions set forth herein;

NOW, THEREFORE, in consideration
of the premises and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:

1. The Loan. Subject to
the terms and conditions hereof, the Lender agrees to loan to the Borrower the
principal sum of up to fifty thousand dollars ($50,000) (the "Loan")
which principal sum, together with interest and premium if any accrued thereon
as herein provided, shall be due and payable in a single installment on or
before December 31, 2002.

2. The Note. The Loan
shall be evidenced by a promissory note of the Borrower, substantially in the
form of Exhibit A attached hereto and made a part hereof (the "Note").

3. Interest. Interest on
the Note shall accrue at a rate per annum equal to six percent (6%) per annum,
provided that upon the occurrence of an Event of Default, including without
limitation the failure of the Borrower to pay any amount of principal or
interest as and when due and payable hereunder or under the Note, such amount
shall thereafter bear interest at a rate per annum equal to eight percent (8%)
per annum, payable upon demand until such overdue principal and interest are
paid in full (both before and after judgment).

4. Prepayments. The
Borrower may, at its option, at any time prepay the Note in whole, without
penalty, together with accrued interest (including overdue interest) to the date
of prepayment, upon at least five days' prior written notice to the Lender,
specifying the date of prepayment. Such notice shall be irrevocable and the
payment amount specified in such notice shall be due and payable on the date
specified.

5. Payments. All payments
(including prepayments) by the Borrower shall be made without setoff or
counterclaim to the Lender at the address of the Lender as provided to the
Borrower, or such other location which may from time to time be designated in
writing by the Lender, in lawful money of the United States of America, by wire
transfer of immediately available funds on the due date thereof.

6. Use of Proceeds. The
proceeds of the Loan shall be used to develop the business of the Borrower,
including its web address and contents thereof. No portion of the proceeds of
the Loan shall be used by the Borrower in any manner which might cause the Loan
or the application of its proceeds to violate Regulation G, Regulation U,
Regulation T, or Regulation X of the Board of governors of the Federal Reserve
System or any other regulation promulgated by such Board of governors or to
violate the Securities Exchange Act of 1934, as amended.

7. Conditions Precedent.
The obligation of the Lender to make the Loan shall be subject to the
fulfillment prior to or contemporaneously with the making of such Loan of the
following conditions precedent: (a) each of this Loan Agreement and the Note
(collectively, the "Loan Documents") shall have been executed and
delivered by the respective parties thereto; and (b) all proceedings and all
other documents and legal matters in connection with the transactions
contemplated by this Loan Agreement and the other Loan Documents shall be
satisfactory in form and substance to the Lender and its counsel.

8. Events of Default.
Upon the occurrence and during the continuance of any of the following events:

(a) the Borrower shall fail to
pay the principal of or interest on the Note, or any other amount payable
hereunder, when due, whether by acceleration, by nature of prepayment or
otherwise; or

(b) an Event of Default under
any of the Loan Documents shall have occurred and be continuing;

then, and in any such event,
automatically the Loan shall immediately terminate and the Loan with accrued
interest thereon and all other amounts owing under this Loan Agreement and the
other Loan Documents shall immediately become due and payable.

9. Amendments and Waivers.
No amendments to this Loan Agreement or any other loan Document shall be
effective without a written agreement signed by authorized officers of both the
Lender and the Borrower. No waiver of any provision of this Loan Agreement or
any other Loan Document shall be effective without a written waiver signed by an
authorized officer of the party making such waiver.

10. Notices. Except as
otherwise provided herein, all notices, requests and demands to or upon the
respective parties hereto to be effective shall be transmitted in writing by
hand delivery, by first class certified or registered mail, or by overnight
courier service, addressed to the Lender or the Borrower, as the case may be, at
the address for such person set forth in the first paragraph of this Loan
Agreement or at such other address as may be subsequently submitted by written
notice of either party. Notice given pursuant to this paragraph 10 shall be
deemed effective upon receipt.

11. No Waiver; Remedies
Cumulative. No failure to exercise and no delay in exercising on the part of
the Lender any right, remedy, power or privilege under this Loan Agreement or
the other Loan Documents, shall operate as a waiver thereof; nor shall any
single or partial exercise of any right, remedy, power or privilege under this
Loan Agreement or any other Loan Document preclude any other or further exercise
thereof; nor shall any single or partial exercise of any right, remedy, power or
privilege under this Loan Agreement or any other Loan Document preclude any
other or further exercise thereof or the exercise of any other right, remedy,
power or privilege. The rights, remedies, powers and privileges herein provided
are cumulative and shall be in addition to all other remedies of Lender existing
at law or in equity and not exclusive of any other rights, remedies, powers and
privileges provided by law or in equity or in this Loan Agreement or the other
Loan Documents.

12. Survival. All
representations and warranties made under this Loan Agreement and the other Loan
Documents and in any document, instrument or certificate delivered pursuant
thereto or in connection therewith shall survive the execution and delivery of
this Loan Agreement and the other Loan Documents.

13. Payment of Expenses and
Taxes. The Borrower agrees to promptly pay or reimburse the Lender for all
its costs and expenses incurred in connection with this Loan Agreement or the
other Loan Documents or in collecting any payments due under this Loan Agreement
or any other Loan Document, including without limitation reasonable fees and
disbursements of counsel and costs of settlement to the Lender, any recording or
filing fees and any and all liabilities with respect to stamp, excise and other
taxes, if any, which may be payable or determined to be payable in connection
with the transactions contemplated hereby.

14. Successors and Assigns.
This Loan Agreement and the other Loan Documents shall be binding upon and inure
to the benefit of the Borrower, the Lender and their respective successors and
assigns.

15. Counterparts. This
Loan Agreement may be executed by one or more of the parties on any number of
separate counterparts, and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.

16. Governing Law. This
Loan Agreement and the other Loan Documents shall be governed by, and construed
and interpreted in accordance with, the laws of the State of Nevada.

17. Miscellaneous.
Section or paragraph headings in this Loan Agreement are for convenience of
reference only and do not affect the rights or obligations of any party hereto.
In the event that any one or more of the provisions contained in this Loan
Agreement or any other Loan Document shall, for any reason, be held invalid,
illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions in this Loan Agreement or
such other Loan Document. This Loan Agreement together with the exhibits hereto,
and those portions of the Loan Documents incorporated by reference herein,
embody the entire agreement and understanding between the parties hereto and
supersede all other agreements and understandings relating to the subject matter
hereof.

IN WITNESS WHEREOF, the parties
hereto have caused this Loan Agreement to be duly executed and delivered by
their duly authorized officers as of the day and year first above written.

NEUTRON ENTERPRISES, INC.

By: Nanuk Warman

Its: President

Signature: /s/ Nanuk Warman


 


Name of Lender: Nanuk Warman

Signature: /s/ Nanuk Warman