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PROMISSORY NOTE
PRINCIPAL SUM: $54,000 USD INTEREST RATE: 20%
FOR VALUE RECEIVED from Aberfoyle Investments Limited Partnership (the "Payee"),
Northridge Ventures Inc. (the "Payor") hereby acknowledges itself indebted and
promises pay on October 8, 2011 (the "Redemption Date"), to or to the order of
the Payee the sum of $54,000 in lawful money of the United States of America
(the "Principal") upon presentation and surrender of this Promissory Note at
2325 Hurontario Street, Suite 204, Oakville, ON L5A 4K4 (or at such other place
as the Payee may designate by notice in writing to Payor), and to pay interest
thereon, calculated semi-annually from the date hereof at a rate equal to TWENTY
PER CENT (20%), calculated semi-annually, payable in like money at the same
place on the Redemption Date.
1. EXPENSES
The Payor agrees to pay to the Payee forthwith on demand all costs, charges and
expenses, including all legal fees (on a solicitor and own client basis),
incurred by the Payee in connection with the preparation and registration of
this Promissory Note, or notice hereof, and the recovery or enforcement of
payment of any moneys owing hereunder whether by realization of the Security or
otherwise. All such sums shall be secured hereby and shall be added to the
principal hereof and bear interest at the rate hereinbefore provided for.
2. PREPAYMENT
Payor may, at any time prepay the amount outstanding hereunder without penalty.
3. WAIVER
No consent or waiver by the Payee shall be effective unless made in writing and
signed by an authorized officer of the Payee.
4. NOTICE
Any demand, notice or other communication in connection with this Promissory
Note shall be in writing and shall be personally delivered to an officer or
other responsible employee of the addressee, mailed by registered mail or sent
by telefacsimile or other direct written electronic means, charges prepaid, at
or to the address or telefacsimile number of the addressee set out opposite its
name below or to such other address or addresses, telex or telefacsimile number
or numbers as either Payor or the Payee may from time to time designate to the
other party in such manner.
In the case of Payor: In the case of the Payee:
Northridge Ventures Inc. Aberfoyle Investments L.P.
2325 Hurontario Street, Suite 204 1040-3044 Bloor Street West
Oakville, ON L5A 4K4 Toronto, ON M8X 2Y8
ATTENTION: CAROLINE RECHIA ATTENTION: GENERAL PARTNER
Any communication which is personally delivered as aforesaid shall be deemed to
have been validly and effectively given on the date of such delivery if such
date is a business day and such delivery was made during normal business hours
of the recipient; otherwise, it shall be deemed to have been validly and
effectively given on the business day next following such date of delivery. Any
communication mailed as aforesaid shall be deemed to have been validly and
effectively given on the fifth business day following the date of mailing
provided that, in the event of an interruption in postal services before such
fifth business day, such communication shall be given by one of the other means.
Any communication which is transmitted by telefacsimile or other direct written
electronic means as aforesaid shall be deemed to have been validly and
effectively given on the date of transmission if such date is a business day and
such transmission was made during normal business hours of the recipient;
otherwise, it shall be deemed to have been validly and effectively given on the
business day next following such date of transmission.
6. GOVERNING LAW
This Promissory Note shall be interpreted in accordance with the laws of the
Province of Ontario.
IN WITNESS WHEREOF Payor has duly executed this Promissory Note this 8th day of
October, 2010.
NORTHRIDGE VENTURES INC.
per:/s/ Caroline Rechia
Caroline Rechi