Exhibit 10.7
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NON-NEGOTIABLE DEMAND PROMISSORY NOTE
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CDN$10,000.00 October 20, 2003
FOR VALUE RECEIVED, the undersigned, STELLAR RESOURCES LTD, a Nevada corporation
("Maker"), hereby promises to pay to XXXXX XXXXXXX (referred to herein as
"Payee"), the principal amount of Ten Thousand Dollars ($10,000.00), in lawful
money of the Canada, together with interest (calculated on the basis of a 365 or
366-day year, as appropriate), on the unpaid principal balance from day-to-day
remaining, computed from the date of this Promissory Note until that principal
amount is paid completely, at the rate per annum which shall from day-to-day be
equal to the variable rate of interest per annum established on the date of this
Promissory Note by Bank of Canada as its prime rate per annum less two percent
(2%).
This Promissory Note has been executed and delivered and is subject to the terms
and conditions of this Promissory Note. Capitalized terms used in this
Promissory Note without definition shall have the respective meanings set forth
herein.
ARTICLE I.
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PAYMENTS
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1.1 Principal and Interest. The principal amount evidenced by this
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Promissory Note and all interest accrued thereon shall be due and payable upon
demand.
1.2 Manner of Payment. Payment of the indebtedness evidenced by this
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Promissory Note shall be paid by certified cheque, bank draft or money order, 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, and such
extension of time shall be taken into account in calculating the amount of
interest payable pursuant to this Promissory Note. "Business Day" means any day
other than a Saturday, Sunday or legal holiday in the State of Nevada.
1.3 Prepayment. Maker may, without premium or penalty, at any time and
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from time to time, prepay all or any portion of the outstanding principal
balance due pursuant to this Promissory Note, provided that each such prepayment
is accompanied by accrued interest on the amount of principal prepaid calculated
to the date of such prepayment.
ARTICLE II.
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DEFAULTS
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2.1 Events of Default. The occurrence of any one or more of the following
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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
case or proceeding; (ii) consent to the entry of an order for relief against
Maker in an involuntary case; (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.
(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 case; (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 120 days.
2.2 Notice by Maker. Maker shall notify Payee in writing within ten (10)
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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
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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, together with all accrued interest thereon,
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 Xxxxx's
exercise of any or all of its rights and remedies pursuant to this Promissory
Note, including, without limitation, reasonable attorneys' fees.
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ARTICLE III.
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MISCELLANEOUS
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3.1 Severability. If any provision in this Promissory Note is determined
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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
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the State of Nevada, without regard to conflicts of laws principles.
3.3 Parties in Interest. This Promissory Note shall not be assigned or
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transferred by Payee without the express prior written consent of Maker, except
by Xxxx or, in default thereof, by operation of law.
3.4 Section Headings, Construction. The headings of sections in this
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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.
IN WITNESS WHEREOF, Maker has executed and delivered this Promissory Note as of
the date first specified above.
STELLAR RESOURCES LTD.
By: /s/ Xxxxxx Xxxx
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Its: President
By: /s/ Xxxxxxx Xxxxx
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Its: Secretary
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