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EXHIBIT 99.5
[PROMISSORY NOTE DATED MAY 4, 2001]
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DEMAND PROMISSORY NOTE
AMOUNT: US$22,500
DATE OF ISSUE: MAY 4, 2001
FOR VALUE RECEIVED in respect of an Assignment Agreement dated May 4 2001
between Geocom Resources Inc. (the "Company") and Xxxxx Xxxxxx (the "Holder"),
the Company promises to pay on demand to or to the order of the Holder the
principal sum of US$22,500 in lawful currency of the United States (the
"Principal Sum") with interest accruing at the rate of 10% per annum. The
Principal Sum together with accrued interest is repayable by the Company to the
Holder in full on demand, subject to the following terms and conditions.
1. MATURITY: If the Company fails to pay on demand any payment of the
Principal Sum the balance of the Principal Sum on this promissory note (the
"Note") shall become immediately due and payable.
2. ISSUANCE OF REPLACEMENT NOTE: The Company hereby covenants and agrees with
the Holder that upon receipt of evidence satisfactory to the Company of the
loss, theft, destruction or mutilation of this Note, the Company shall
issue and deliver to the Holder a new promissory note of like date and
tenor as the one mutilated, lost, destroyed or stolen, in exchange for and
in place of and upon cancellation of such mutilated, lost, destroyed or
stolen promissory note.
3. XXXXXX'S NON-WAIVER OF RIGHTS: Failure of the Holder to enforce any of its
rights or remedies under this Note will not constitute a waiver of the
rights of the Holder to enforce such rights and remedies thereafter.
4. COMPANY'S WAIVER: The Company hereby waives demand and presentment for
payment, notice of non-payment, protest and notice of protest of this Note.
5. ENFORCEMENT EXPENSES: In the event of demand by the Holder under this Note,
then the Company will pay all costs and expenses incurred by the Holder,
including, without limitation, legal fees and expenses on a solicitor and
own client basis, in pursuing the Holder's remedies against the Company.
6. GOVERNING LAW: This Note (and any transactions, documents, instruments or
other agreements contemplated in this Note) shall be construed and governed
exclusively by the laws in force in British Columbia and the laws of Canada
applicable therein, and the courts of British Columbia (and Supreme Court
of Canada, if necessary) shall have exclusive jurisdiction to hear and
determine all disputes arising hereunder. The undersigned irrevocably
attorns to the jurisdiction of said courts and consents to the commencement
of proceedings in such courts. This provision shall not be constructed to
affect the rights of the Holder to enforce a judgment or award outside said
province, including the right to record and enforce a judgment or award in
any other jurisdiction.
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IN WITNESS WHEREOF the Company has caused its duly authorized signatory to
execute and deliver this Note to the Holder as of the day and year first above
written.
THE COMMON SEAL of GEOCOM )
RESOURCES INC. was hereunto affixed in the )
presence of: )
) c/s
/s/ XXXXXX XXXXXXX )
------------------------------------------ )
Authorized Signatory (Xxxxxx Xxxxxxx) )
Secretary )
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Authorized Signatory
SIGNED, SEALED & DELIVERED )
by XXXXX XXXXXX on the 4th day of May, )
2001, in the presence of: )
)
/s/ XXXXXX XXXXXX ) /s/ XXXXX XXXXXX
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Signature of Witness ) XXXXX XXXXXX
)
Name: XXXXXX XXXXXX )
)
Address: 0000 Xxxxxxxx Xx. )
)
Xxxx Xxxxxxxxx )
)
Occupation: Student )
