Promissory Note


    
      

      

    

    Exhibit 10.1

     

     

    

      PROMISSORY
        NOTE

      


               April
        12,
        2007

      Golden,
        Colorado

      


      WHEREAS,
        the undersigned, Bella Trading Company, Inc., a Colorado corporation (“Maker”),
        received Five Hundred Fifty Thousand Dollars ($550,000.00) (“Principal”) from
        Berigan Portfolio, Inc. (“Payee”) as of the date of this Promissory Note.


      


      FOR
        VALUE
        RECEIVED, the receipt and sufficiency of which are hereby acknowledged, the
        undersigned, the Maker hereby promises to pay to Payee the Principal and
        any
        accrued interest, in lawful money of the United States of America. 

      


      ARTICLE
        I.

      PAYMENTS

      


      1.1
        Principal and Interest.
        There
        shall be annual interest of eight percent (8%) on the Principal evidenced
        by
        this Promissory Note. Such interest shall accrue as of the date that those
        funds
        were received by the Maker. The Principal evidenced by this Promissory Note
        together with any accrued interest shall be due and payable on demand by
        Payee.
        In the event that the Payee advances additional funds to the Maker subsequent
        to
        the date of this Promissory Note, then those additional funds shall be added
        to
        the Principal and shall due and payable on the terms and subject to the
        conditions of this Promissory Note. All payments shall be made in lawful
        money
        of the United States of America. 

      


      1.2
        Manner of Payment. Payment
        of the indebtedness evidenced by this Promissory Note shall be paid by check
        at
        such place as Payee shall designate to Maker in writing. If payment of the
        indebtedness evidenced by this Promissory Note is due on a day which is not
        a
        Business Day, such payment shall be due on the next succeeding Business Day.
        “Business Day” means any day other than a Saturday, Sunday or legal holiday in
        the State of Colorado. 

      


      1.3
        Prepayment.
        Maker
        may prepay this Note in whole or in part on any date without premium or penalty.
        

      


      ARTICLE
        II.

      DEFAULTS

      


      2.1
        Events of Default.
        The
        occurrence of any one or more of the following events with respect to Maker
        shall constitute an event of default (“Event of Default”):

      


      (a)
        In
        the
        event, pursuant to or within the meaning of the United States Bankruptcy
        Code or
        any other federal or state law relating to insolvency or relief of debtors
        (a
“Bankruptcy Law”), Maker shall (i) commence a voluntary proceeding; (ii) consent
        to the entry of an order for relief against Maker in an involuntary proceeding;
        (iii) consent to the appointment of a trustee, receiver, assignee, liquidator
        or
        similar official; (iv) make an assignment
        for the benefit of its creditors; or (v) admit in writing Maker’s inability to
        pay its debts as those debts become due.


      
        
           

        

        
          1

          
            

          

        

        
           

        

      


      


      (b)
        In
        the
        event, a court of competent jurisdiction enters an order or decree pursuant
        to
        any Bankruptcy Law that (i) is for relief against Maker in an involuntary
        proceeding; (ii) appoints a trustee, receiver, assignee, liquidator or similar
        official for Maker or substantially all of Maker’s properties; or (iii) orders
        the liquidation of Maker, and in each event the order or decree is not dismissed
        within one hundred twenty (120) days.

      


      (c) In
        the
        event Maker fails to pay the Principal and any accrued interest (and any
        additional amounts provided for under Article I, Section 1.1 of this Agreement)
        evidenced by this Promissory Note upon demand by Payee.

      


      2.2
        Notice by Maker.
        Maker
        shall notify Payee in writing within ten (10) days after the occurrence of
        any
        Event of Default of which Maker acquires knowledge.

      


      2.3
        Remedies.
        Upon the
        occurrence of an Event of Default (unless all Events of Default have been
        cured
        or waived by Payee), Payee may, at its option, (i) by written notice to Maker,
        declare the entire unpaid principal balance evidenced by this Promissory
        Note
        immediately due and payable regardless of any prior forbearance, and (ii)
        exercise any and all rights and remedies available to Payee pursuant to
        applicable law, including, without limitation, the right to collect from
        Maker
        the amount due pursuant to this Promissory Note. Maker shall pay all reasonable
        costs and expenses incurred by or on behalf of Payee in connection with Payee’s
        exercise of any or all of its rights and remedies pursuant to this Promissory
        Note, including, without limitation, reasonable attorneys’ fees.

      


      ARTICLE
        III.

      MISCELLANEOUS

      


      3.1
        Severability.
        If any
        provision in this Promissory Note is determined by a court of competent
        jurisdiction to be invalid or unenforceable, the other provisions of this
        Promissory Note will remain in full force and effect. Any provision of this
        Promissory Note determined by a court of competent jurisdiction invalid or
        unenforceable only in part will remain in full force and effect to the extent
        not determined to invalid or unenforceable.

      


      3.2
        Governing Law. This
        Promissory Note will be governed by the laws of the State of Colorado, without
        regard to conflicts of laws principles.

      


      3.3
        Parties in Interest.
        This
        Promissory Note shall not be assigned or transferred by Payee without the
        express prior written consent of Maker, except by operation of law.

      


      3.4
        Section Headings, Construction.
        The
        headings of sections in this Promissory Note are provided for convenience
        only
        and will not affect the construction or interpretation of the provisions
        of this
        Promissory Note. All references to “section” or “sections” refer to the
        corresponding section or sections of this Promissory Note unless otherwise
        specified. All words
        used in this Promissory Note will be construed to be of such gender or number
        as
        the circumstances require. 


      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

      3.5
        Entire Agreement.
        The
        Maker and Payee acknowledge and agree that this Promissory Note is the complete
        and exclusive statement of the mutual understanding of the parties and that
        it
        supersedes and cancels all previous written and oral agreements and
        communications relating to the subject matter of this Promissory
        Note.

      


      IN
        WITNESS WHEREOF, Maker has executed and delivered this Promissory Note as
        of the
        date first specified above.

      


      Bella
        Trading Company, Inc.,

      a
        Colorado corporation,

      located
        at 2119 Arapahoe St.

      Golden,
        CO 80401

       

      
        	 	 	 	 
	By:
                /s/ Sara
                Preston	 	 	 
	
                
Name:
                Sara Preston	 	 	
              
	Its:
President	 	 	
              




       

       

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