WESTLINK RESOURCES LTD
F-1, EX-10.2, 2000-06-21
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<PAGE>   1

                                                                    Exhibit 10.2

                                PROMISSORY NOTE

                                                              DATE: JUNE 5, 2000

     FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby
acknowledged, the undersigned acknowledges itself indebted and promises to pay
ON OR BEFORE FEBRUARY 5, 2001, to or to the order of PATRICK WILLIAMS ADVISORS
at 3105 West Sierra Drive, Westlake Village, California 91362 the sum of NINE
HUNDRED AND TWENTY-FIVE THOUSAND UNITED STATES DOLLARS (US$925,000) (the
"Principal Sum"), and to pay interest from the date hereof on the said sum or
the amount from time to time remaining unpaid at the rate of twelve percent
(12%) per annum, both before and after maturity and before and after default or
judgment with interest on overdue interest at the same rate.

     The principal of and interest on this promissory note shall be paid in
United States dollars without set-off or counterclaim.

     Repayments may be made at any time and from time to time without notice or
penalty. Any prepayments hereunder shall be applied firstly on account of
interest accrued to the date of such prepayment and secondly on account of
principal.

     The undersigned hereby waives the benefit of division and discussion,
presentment for payment, notice of non-payment, protest and notice of protest of
this promissory note.

     This promissory note shall be governed by the laws of the Province of
Alberta and shall not be changed, modified, discharged or cancelled orally or in
any manner other than by agreement in writing signed by PATRICK WILLIAMS
ADVISORS or its successors or assigns.

     DATED as of the date first above written at the City of Calgary, in the
Province of Alberta.


                                     WESTLINKS RESOURCES LTD.

                                     Per: /s/ Peter R. Sekera
                                          --------------------------------------
                                          President and Chief Executive Officer


                                     Per: /s/ Lynn W. Thurlow
                                          --------------------------------------
                                          Vice-President, Finance and CFO
<PAGE>   2

                                PROMISSORY NOTE

                                                              DATE: JUNE 5, 2000

     FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby
acknowledged, the undersigned acknowledges itself indebted and promises to pay
ON OR BEFORE FEBRUARY 5, 2001, to or to the order of GLENN RUSSELL at 544
Fairview Place, Augoura, California 91301 the sum of TWO HUNDRED THOUSAND UNITED
STATES DOLLARS (US$200,000) (the "Principal Sum"), and to pay interest from the
date hereof on the said sum or the amount from time to time remaining unpaid at
the rate of twelve percent (12%) per annum, both before and after maturity and
before and after default or judgment with interest on overdue interest at the
same rate.

     The principal of and interest on this promissory note shall be paid in
United States dollars without set-off or counterclaim.

     Repayments may be made at any time and from time to time without notice or
penalty. Any prepayments hereunder shall be applied firstly on account of
interest accrued to the date of such prepayment and secondly on account of
principal.

     The undersigned hereby waives the benefit of division and discussion,
presentment for payment, notice of non-payment, protest and notice of protest of
this promissory note.

     This promissory note shall be governed by the laws of the Province of
Alberta and shall not be changed, modified, discharged or cancelled orally or in
any manner other than by agreement in writing signed by GLENN RUSSELL or his
successors or assigns.

     DATED as of the date first above written at the City of Calgary, in the
Province of Alberta.


                                     WESTLINKS RESOURCES LTD.

                                     Per: /s/ Peter R. Sekera
                                          --------------------------------------
                                          President and Chief Executive Officer


                                     Per: /s/ Lynn W. Thurlow
                                          --------------------------------------
                                          Vice-President, Finance and CFO
<PAGE>   3

                                PROMISSORY NOTE

                                                              DATE: JUNE 5, 2000

     FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby
acknowledged, the undersigned acknowledges itself indebted and promises to pay
ON OR BEFORE FEBRUARY 5, 2001, to or to the order of F. JACK WRIGHT at P.O. Box
14283, 242 Rainbow Drive, Livingston, Texas 77399-2042, the sum of ONE HUNDRED
AND FIFTY THOUSAND UNITED STATES DOLLARS (US$150,000) (the "Principal Sum"), and
to pay interest from the date hereof on the said sum or the amount from time to
time remaining unpaid at the rate of twelve percent (12%) per annum, both before
and after maturity and before and after default or judgment with interest on
overdue interest at the same rate.

     The principal of and interest on this promissory note shall be paid in
United States dollars without set-off or counterclaim.

     Repayments may be made at any time and from time to time without notice or
penalty. Any prepayments hereunder shall be applied firstly on account of
interest accrued to the date of such prepayment and secondly on account of
principal.

     The undersigned hereby waives the benefit of division and discussion,
presentment for payment, notice of non-payment, protest and notice of protest of
this promissory note.

     This promissory note shall be governed by the laws of the Province of
Alberta and shall not be changed, modified, discharged or cancelled orally or in
any manner other than by agreement in writing signed by F. JACK WRIGHT or his
successors or assigns.

     DATED as of the date first above written at the City of Calgary, in the
Province of Alberta.


                                     WESTLINKS RESOURCES LTD.

                                     Per: /s/ Peter R. Sekera
                                          --------------------------------------
                                          President and Chief Executive Officer


                                     Per: /s/ Lynn W. Thurlow
                                          --------------------------------------
                                          Vice-President, Finance and CFO
<PAGE>   4

                                PROMISSORY NOTE

                                                              DATE: JUNE 5, 2000

     FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby
acknowledged, the undersigned acknowledges itself indebted and promises to pay
ON OR BEFORE FEBRUARY 5, 2001, to or to the order of WILLIAM J. GORDICA at 135
Eagle Ridge Drive S.W., Calgary, Alberta, T2V 2V6 the sum of SEVENTY-FIVE
THOUSAND UNITED STATES DOLLARS (US$75,000) (the "Principal Sum"), and to pay
interest from the date hereof on the said sum or the amount from time to time
remaining unpaid at the rate of twelve percent (12%) per annum, both before and
after maturity and before and after default or judgment with interest on overdue
interest at the same rate.

     The principal of and interest on this promissory note shall be paid in
United States dollars without set-off or counterclaim.

     Repayments may be made at any time and from time to time without notice or
penalty. Any prepayments hereunder shall be applied firstly on account of
interest accrued to the date of such prepayment and secondly on account of
principal.

     The undersigned hereby waives the benefit of division and discussion,
presentment for payment, notice of non-payment, protest and notice of protest of
this promissory note.

     This promissory note shall be governed by the laws of the Province of
Alberta and shall not be changed, modified, discharged or cancelled orally or in
any manner other than by agreement in writing signed by WILLIAM J. GORDICA or
his successors or assigns.

     DATED as of the date first above written at the City of Calgary, in the
Province of Alberta.


                                     WESTLINKS RESOURCES LTD.

                                     Per: /s/ Peter R. Sekera
                                          --------------------------------------
                                          President and Chief Executive Officer


                                     Per: /s/ Lynn W. Thurlow
                                          --------------------------------------
                                          Vice-President, Finance and CFO
<PAGE>   5

                                PROMISSORY NOTE

                                                              DATE: JUNE 5, 2000

     FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby
acknowledged, the undersigned acknowledges itself indebted and promises to pay
ON OR BEFORE FEBRUARY 5, 2001, to or to the order of LAWRENCE W. UNDERWOOD at
2921 Cliffside Court, Castlerock, CO 80104 the sum of SEVENTY-FIVE THOUSAND
UNITED STATES DOLLARS (US$75,000) (the "Principal Sum"), and to pay interest
from the date hereof on the said sum or the amount from time to time remaining
unpaid at the rate of twelve percent (12%) per annum, both before and after
maturity and before and after default or judgment with interest on overdue
interest at the same rate.

     The principal of and interest on this promissory note shall be paid in
United States dollars without set-off or counterclaim.

     Repayments may be made at any time and from time to time without notice or
penalty. Any prepayments hereunder shall be applied firstly on account of
interest accrued to the date of such prepayment and secondly on account of
principal.

     The undersigned hereby waives the benefit of division and discussion,
presentment for payment, notice of non-payment, protest and notice of protest of
this promissory note.

     This promissory note shall be governed by the laws of the Province of
Alberta and shall not be changed, modified, discharged or cancelled orally or in
any manner other than by agreement in writing signed by LAWRENCE W. UNDERWOOD or
his successors or assigns.

     DATED as of the date first above written at the City of Calgary, in the
Province of Alberta.


                                     WESTLINKS RESOURCES LTD.

                                     Per: /s/ Peter R. Sekera
                                          --------------------------------------
                                          President and Chief Executive Officer


                                     Per: /s/ Lynn W. Thurlow
                                          --------------------------------------
                                          Vice-President, Finance and CFO
<PAGE>   6

                                PROMISSORY NOTE

                                                              DATE: JUNE 5, 2000

     FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby
acknowledged, the undersigned acknowledges itself indebted and promises to pay
ON OR BEFORE FEBRUARY 5, 2001, to or to the order of SAPPHIRE CAPITAL INC. c/o
2921 Cliffside Court, Castlerock, CO 80104 the sum of SEVENTY-FIVE THOUSAND
UNITED STATES DOLLARS (US$75,000) (the "Principal Sum"), and to pay interest
from the date hereof on the said sum or the amount from time to time remaining
unpaid at the rate of twelve percent (12%) per annum, both before and after
maturity and before and after default or judgment with interest on overdue
interest at the same rate.

     The principal of and interest on this promissory note shall be paid in
United States dollars without set-off or counterclaim.

     Repayments may be made at any time and from time to time without notice or
penalty. Any prepayments hereunder shall be applied firstly on account of
interest accrued to the date of such prepayment and secondly on account of
principal.

     The undersigned hereby waives the benefit of division and discussion,
presentment for payment, notice of non-payment, protest and notice of protest of
this promissory note.

     This promissory note shall be governed by the laws of the Province of
Alberta and shall not be changed, modified, discharged or cancelled orally or in
any manner other than by agreement in writing signed by SAPPHIRE CAPITAL INC. or
its successors or assigns.

     DATED as of the date first above written at the City of Calgary, in the
Province of Alberta.


                                     WESTLINKS RESOURCES LTD.

                                     Per: /s/ Peter R. Sekera
                                          --------------------------------------
                                          President and Chief Executive Officer


                                     Per: /s/ Lynn W. Thurlow
                                          --------------------------------------
                                          Vice-President, Finance and CFO


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