MARICULTURE SYSTEMS INC
10SB12G/A, EX-4.9, 2000-12-21
AGRICULTURAL PROD-LIVESTOCK & ANIMAL SPECIALTIES
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Exhibit 4.9

                                 PROMISSORY NOTE
$5,000.00                                               Date:  November 15, 2000

For value received, the undersigned  MariCulture Systems, Inc. (the "Borrower"),
at PO Box 968, Lake Stevens, Washington 98258-0968, promises to pay to the order
of Elaine  Louise  Meilahn,  (the  "Lender"),  at 7219 196th  Street  SW,  #C-3,
Lynnwood,  Washington  98036-4402,  (or at such  other  place as the  Lender may
designate in writing) the sum of $5,000.00 with interest  calculated  separately
on the unpaid  principal of the loan dating from the date of  inception,  at the
rate of 12.00% per annum.

The individual loan that have been made to the Borrower is itemized as follows:
           $5,000.00 on 11/15/2000.

The unpaid principal and accrued interest shall be payable in full on any future
date on which the Lender demands repayment (the "Due Date").

All payments on this Note shall be applied first in payment of accrued  interest
and any remainder in payment of principal.

The Borrower  reserves the right to prepay this Note (in whole or in part) prior
to the Due Date with no prepayment penalty.

If any payment  obligation  under this Note is not paid when due,  the  Borrower
promises to pay all costs of  collection,  including  reasonable  attorney fees,
whether or not a lawsuit is commenced as part of the collection process.

If any  one or  more  of the  provisions  of  this  Note  are  determined  to be
unenforceable,  in whole or in part,  for any reason,  the remaining  provisions
shall remain fully operative.

All payments of  principal  and interest on this Note shall be paid in the legal
currency of the United  States.  The Borrower  waives  presentment  for payment,
protest, and notice of protest and nonpayment of this Note.

No renewal or extension of this Note, delay in enforcing any right of the Lender
under this Note, or assignment by Lender of this Note shall affect the liability
or the obligations of the Borrower. All rights of the Lender under this Note are
cumulative and may be exercised  concurrently or  consecutively  at the Lender's
option.

This  Note  shall be  construed  in  accordance  with  the laws of the  State of
Washington.

Signed this 1st day of December, 2000, at Lake Stevens, WA

Borrower:
MariCulture Systems, Inc.
By: /s/ David E. Meilahn
     President






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