UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C., 20549

 

Form 8-K

 

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date Of Report (Date Of Earliest Event Reported):   10/12/2010


Commission file number: 000-53632


  [MLTX8K_111810APG001.JPG]

MULTISYS LANGUAGE SOLUTIONS, INC.

(Exact name of small business issuer as specified in its charter)

 

Nevada

 

29-2973652

(State or other jurisdiction

 

(IRS Employer

of incorporation or organization)

 

Identification No.)

 

8045 Dolce Volpe Ave.,  Las Vegas, NV 89178

(Address of principal executive offices)


702-499-3990

(Registrant’s telephone number)


_________________________________

(Former name or former address, if changed since last report)

  

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act(17CFR240.14a-12)

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act(17CFR240.14d-2(b))

[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act(17CFR240.13e-4(c))

   





Items to be Included in this Report


Item 1.01

Entry into a Material Definitive Agreement.


On November 12, 2010, the board of directors authorized the company to accept five, 30 day, non-interest bearing loans in the total amount of $525,000, with a due date of December 11, 2010.  The lenders have the option to convert their promissory note concurrent with the closing date of the current private offering.  The conversion terms are the same as the offering and will be attributed to the offering’s total investment amount.   These private loans totaling $525,000 were closed on November 12, 2010 with three accredited individuals and two entities; promissory notes, (see Exhibit 10.1) were executed by the Company.  The board of directors authorized these loaned funds to be partially utilized for a non-interest bearing 30-day loan of $485,000 to Holms Energy, LLC (Holms) under certain stipulations:  1) $100,000 of which Holms agreed to apply to the pending Asset Purchase Agreement between Holms and the Company upon the successful completion of the Company current private placement; and 2) the exercise of the Option to Purchase Assets Agreement with between Holms, in the amount of $385,000 which Holms agreed to use on or before November 15, 2010, to exercise the Option to Purchase Mineral Rights Agreement with the Rocky and Evenette Greenfield.  The Option to Exercise was executed between the parties on November 12, 2010.   A condition of the promissory note, Exhibit 10.2, was that upon the successful completion of the current private placement and the exercise of the Option to Purchase Assets Agreement pertaining to the Greenfield mineral rights would be assigned to the Company and on an interim basis, the Greenfield mineral rights were pledged as collateral for the loan to Holms.  



Item 8.01. 

Other Information


Reporting the proxy vote outcome at the Special Meeting of Shareholders of Multisys Language Solutions, Inc., held on November 12, 2010.


Four Issues for consideration were:


1.

Ratify the Board Resolution authorizing the issuance of forty million (40,000,000) shares as partial consideration, in addition to $100,000 cash compensation and the 5% over-riding 10-year royalty to purchase certain mineral rights from Holms Energy, LLC, a transaction which will involve a change in control of our company.


2.

Ratify the Board Resolution authorizing an amendment of the 2008 Non-Statutory and Non-Qualified Stock Option and Stock Appreciation Rights Plan to increase the stock options available under the Plan from 1,000,000 shares to 5,000,000 shares.


3.

To ratify the Board Resolution authorizing the amendment of our Articles of Incorporation changing the name of the corporation to Bakken Resources, Inc. upon successful completion of the June 28, 2010 Private Placement.


4.

To consider and act upon such other matters as may properly come before the Meeting and any adjournment thereof.


Of the outstanding 6,157,500 shares at October 1, 2010, 81.4% of shares and their holders voted for all four issues presented and all four issues were passed.


On November 12, 2010, the board of directors executed a corporate resolution whereby the current private offering would be extended and closed on or before November 30, 2010.  Holms Energy, LLC, agreed to extend the expiration date of the Option to Purchase Assets Agreement until November 30, 2010.



Item 9.01. 

Financial Statements and Exhibits


  

(c)

Exhibits


10.1

Form of Promissory Note between Multisys Language Solutions, Inc. and private lenders.

10.2

Form of Promissory Note between Holms Energy, LLC, and Multisys Language Solutions, Inc.





Signature(s)


Pursuant to the Requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the Undersigned hereunto duly authorized.


Dated:  November 18, 2010


  MULTISYS LANGUAGE SOLUTIONS, INC.



By:

/s/  Janelle Edington

Janelle Edington

President & CEO




EXHIBIT 10.1

CONVERTIBLE PROMISSORY NOTE

$___________

November 12, 2010


FOR VALUE RECEIVED, Multisys Language Solutions, Inc., a Nevada Corporation, ("Borrower"), promises to pay to the order of  ___________, (the "Holder"), the sum of _____________ Thousand Dollars ($_________) in legal and lawful money of the United States of America, together with interest from the date hereof on the principal amount from time to time remaining unpaid as provided below, pursuant to the terms and condition below.  Payment for all amounts due hereunder shall be made at the principal office of Holder at ____________________, _____________ , __________, _______ or such other address as the Holder may hereafter direct in writing.


The following is a statement of the rights of the Holder of this Promissory Note and the conditions to which this Note is subject, and to which the Holder hereof, by the acceptance of this Note agree:


1. Interest/Debt Service .  This Note shall bear simple interest at the rate of 0% per annum on the unpaid principal balance of this Note from the date of this Note until the first anniversary date hereof (the "Maturity Date").


Except as otherwise provided herein, the principal amount of this Note shall be due and payable on the Maturity Date.  All past due principal and interest shall bear simple interest from maturity until paid at the rate of 0% per annum.  Payments hereunder shall be applied first to the accrued and unpaid interest and then to the unpaid principal balance of this Note.  The Maturity date will be December 11, 2010.


2.  Terms and Conditions.   Holder is making a loan in the amount of _______ Thousand ($____________) Dollars and will have the right to convert this loan and participate in the current private placement being undertaken by Multisys Language Solutions, Inc., dated June 28, 2010 and extended to November 30, 2010.  In the even the Holder converts this promissory note and participates in the private placement, the investment will result in the issuance of __________ Hundred Thousand (________) Units consisting of Two (2) Two Shares of restricted common stock and One (1) three year stock purchase warrant to purchase one additional share of common stock at Fifty ($.50)  


3.  Events of Default.  If any of the events specified in this Section 2 shall occur (herein individually referred to as an "Event of Default"), the Holder of this Note may, at the Holder’s option, in addition to any other rights the Holder may have in equity or at law, declare this Note mature, and all sums owing hereon and under any instrument or agreement executed in connection with this Note shall be due and payable immediately without presentment, protest, demand, notice of intention to accelerate, notice of acceleration, notice of non-payment, notice of protest, or other notice of any kind, all of which are hereby expressly waived by Borrower:


(i)

The institution by Borrower of proceedings to be adjudicated as bankrupt or insolvent, or the consent by it to institution of bankruptcy or insolvency proceedings against it or the filing by it of a petition or answer or consent seeking reorganization or release under the federal Bankruptcy Act, or any other applicable federal or state law, or the consent by it to the filing of any such petition or the appointment of a receiver, liquidator, assignee, trustee or other similar official of Borrower, or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the taking of corporate action by Borrower in furtherance of any such action; or


(ii)

If, within sixty (60) days after the commencement of an action against Borrower (and service of process in connection therewith on Borrower) seeking any bankruptcy, insolvency,




reorganization, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such action shall not have been resolved in favor of Borrower or all orders or proceedings thereunder affecting the operations or the business of Borrower stayed, or if the stay of any such order or proceeding shall thereafter be set aside, or if, within sixty (60) days after the appointment without the consent or acquiescence of Borrower of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower, such appointment shall not have been vacated; or


4.  Waivers .  Unless otherwise specifically set forth in this Note, Borrower waives (i) all  notices, demands and presentments for payments, (ii) all notices of non-payment, default, intention to accelerate maturity, acceleration of maturity, protest and dishonor, and (iii) diligence in taking any action to collect amounts hereunder and in the handling of any collateral securing this Note.


5.  Prepayment .  Borrower shall have the right to prepay some or all of the outstanding principal and interest due on this Note at any time prior to the Maturity Date.  In the event that Borrower prepays principal prior to the due date hereof, Borrower shall not be required to pay any interest in connection with such prepayment.  In the event that Borrower prepays the principal after the first anniversary date hereof but prior to the Maturity Date, Borrower shall be required to pay interest only through the first anniversary date hereof, but shall not be required to pay any further interest.  


6.  Conversion.


6.1  Voluntary Conversion .  The Holder has the right, at their option, at any time prior to payment in full of the principal balance of this Note, to convert this Note, in accordance with the provisions of Section 2 hereof, in whole or in part, into fully paid and non-assessable shares of Restricted Common Stock, $.001 par value per share of Multisys Language Solutions, Inc. the predecessor of  Bakken Resources, Inc. (the "Common Stock").  The number of shares of Common Stock into which this Note may be converted ("Conversion Shares") will be calculated at the rate of the $.25 per share.  In the event the Holder converts all or a portion of their principal balance to restricted common stock, these shares will have piggy-back registration rights.  


6.2

  Delivery of Stock Certificates .  As promptly as practicable after the conversion of this Note by the Holder, Borrower, at its expense, will issue and deliver to the Holder of this Note a certificate or certificates for the number of full shares of Common Stock  and stock purchase warrants issuable upon such conversion.  The Holder acknowledges that such shares will be legended, if and as required by applicable state and federal securities laws.


6.3  Mechanics and Effect of Conversion .  No fractional shares of Common Stock shall be issued upon conversion of this Note.  In lieu of Borrower granting any fractional shares to the Holder upon the conversion of this Note, Borrower shall, except in the event of a partial conversion, pay to the Holder the amount of outstanding principal and accrued and unpaid interest that is not so converted, such payment to be in the form as provided below.  Upon conversion of the Note, Borrower shall deliver, in addition to the certificates referenced in Sections 5.1 and 5.2 above, (i) in the event of a conversion of the entire principal balance and accrued and unpaid interest hereon (a "Complete Conversion"), a check payable to the Holder of any cash amounts payable as described above or (ii) in the event of  a partial conversion of the Note, a new Note in the form and having the same terms hereof, dated as of the date of the conversion of this Note and having an original principal balance equal to the outstanding principal balance and accrued and unpaid interest hereon, after giving effect to such partial conversion.  Upon a Complete Conversion of this Note, Borrower shall be forever released from all of his obligations and liabilities under this Note, except Borrower shall be obligated to pay the Holder, within ten (10) days after the date of such conversion, any interest accrued and unpaid or unconverted to and including the date of such conversion, and no more.


7.  Conversion Price Adjustments.  Adjustments for Stock Splits and Subdivisions .  In the event that Bakken Resources, Inc. should at any time or from time to time after the date of issuance hereof fix a record date




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for the effectuation of a split or subdivision of the outstanding shares of Common Stock or the determination of Holder of Common Stock entitled to receive a dividend or other distribution payable in additional shares of Common Stock or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly, additional shares of Common Stock (hereinafter referred to as "Common Stock Equivalents") without payment of any consideration by such holder of the additional shares of Common Stock or the Common Stock Equivalents (including the additional shares of Common Stock issuable upon conversion or exercise thereof), then, as of such record date (or the date of such dividend distribution, split or subdivision if no record date is fixed), the Conversion Price shall be decreased or increased as may be appropriate.


7.1  Adjustments for Reverse Stock Splits .  If the number of shares of Common Stock outstanding at any time after the date hereof is decreased by a combination of the outstanding shares of Common Stock, then, following the record date of such combination, the Conversion Price shall be appropriately increased.


8.  Assignment .  This Note shall be binding upon Borrower and its successors, assigns, heirs and representatives, and shall inure to the benefit of the Holder and its successors and assigns.


9.  Waiver and Amendment .  Any provision of this Note may be amended, waived or modified upon the written consent of Borrower and the Holder of this Note.  Borrower hereby waives any and all defenses it may have to the enforcement by the Holder of this Note.


10.  Transfer of this Note or Securities Issuable on Conversion Hereof .  This Note may be sold, transferred, assigned or otherwise disposed of by the Holder.  With respect to any proposed sale, transfer, assignment or other disposition of this Note or securities into which such Note may be converted, the Holder will give written notice to Borrower prior thereto, describing briefly the manner thereof, together with a written opinion of the Holder’s counsel, if Borrower should require, to the effect that such offer, sale or other distribution may be effected without registration or qualification (under any federal or state law then in effect).


It is the intention of the parties that this Note shall be a negotiable instrument.  Any provision of this Note which precludes this Note from being a negotiable instrument shall be deemed waived.


Each Note thus transferred and each certificate representing the Notes thus transferred shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with the Act, unless in the opinion of counsel for Bakken Resources, Inc., such legend is not required in order to ensure compliance with the Act.


11.  Notices .  Any notice, request or other communication required or permitted hereunder shall be in writing and shall be deemed to have been duly given if personally delivered or if mailed by registered or certified mail, postage prepaid, at the respective addresses of the parties as set forth below:


If to the Borrower:

Multisys Language Solution, Inc.

8045 Dolce Volpe Ave.

Las Vegas, NV 89178

If to the Holder:

___________________

______________________

 

Any party hereto may by notice so given change its address for future notice hereunder.  Notice shall conclusively be deemed to have been given when personally delivered or when deposited in the mail or fax in the manner set forth above and shall be deemed to have been received when delivered.


12.  No Stockholder Rights.  Nothing contained in this Note shall be construed as conferring upon the Holder or any other person the right to vote or to consent or to receive notice as a stockholder in respect of




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meetings of stockholders for the election of directors of Bakken Resources, Inc. or any other matters or any rights whatsoever as a stockholder of Bakken Resources, Inc., and no dividends shall be payable or accrued in respect of this Note or the interest represented hereby or the Conversion Shares obtainable hereunder until, and only to the extent that, this Note shall have been converted.


13.  Failure or Indulgency Not Waiver.  No failure or delay on the part of the Holder hereof in the exercise of any power, right, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right of privilege preclude other or further exercise thereof or of any other right, power or privilege.  All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.


14.  Attorneys’ Fees.  If (i) this Note is not paid at maturity, howsoever such maturity may be brought about, and the same is placed in the hands of an attorney for collection, and/or if this Note is collected by suit or through bankruptcy, probate, or other legal proceedings, and/or (ii) Borrower in any other way breaches any obligation(s) hereunder, Borrower agrees to pay all attorneys’ fees and other costs incurred by the Holder in connection therewith.


15.  Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, excluding that body of law relating to conflict of laws.


16.  Usury Laws.  This Note shall at all times be in strict compliance with applicable usury laws.  If at any time any interest contracted for, charged or received under this Note or otherwise in connection with this Note would be usurious under applicable law, then regardless of the provisions of this Note or any action or event (including, without limitation, prepayment of principal hereunder  or acceleration of maturity) which may occur with respect to this Note, it is agreed that all sums that would otherwise be usurious shall be immediately credited as a payment of principal hereunder, or if this Note has already been paid, immediately refunded to Borrower.  All compensation which constitutes interest under applicable law in connection with this Note shall be amortized, prorated, allocated and spread over the full period of time any indebtedness that is owing under this Note, to the greatest extent permissible without exceeding the maximum rate of interest allowed by applicable law from time to time during such period.


17.  Headings; References.  All headings used herein are used for convenience only and shall not be used to construe or interpret this Note.  Except where otherwise indicated, all references herein to Sections refer to Sections hereof.


18.  Arbitration.  Any controversy or claim related to or arising out of this transaction shall be settled by arbitration, conducted on a confidential basis, under the U.S. Arbitration Act, if applicable, or the Uniform Arbitration Act as adopted in Illinois, and the then current Commercial Arbitration Rules of the American Arbitration Association ("Association") strictly in accordance with the terms of this Agreement and the substantive law of Illinois.


The arbitration shall be conducted at the Association’s regional office in Las Vegas, Nevada by three arbitrators.  Judgment upon the arbitrators’ award may be entered and enforced in any court of competent jurisdiction.  


Neither party shall institute a proceeding hereunder unless at least fifteen days prior thereto such party shall have furnished to the other written notice by registered mail of its intent to do so.  Neither party shall be precluded hereby from seeking provisional remedies in the courts of any jurisdiction including, but not limited to, temporary restraining orders and preliminary injunctions, to protect its rights and interests, but such shall not be sought as a means to avoid or stay arbitration.





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Borrower


By:_____________________________________

Janelle L. Edington, President





Repaid in Full



By:_____________________________________





Action to Convert into Private Placement units



By:_____________________________________




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EXHIBIT 10.2

PROMISSORY NOTE

  $485,000                                                                                                                                                November 12, 2010

 

FOR VALUE RECEIVED, Holms Energy, LLC, a Nevada company ("Borrower"), promises to pay to the order of Multisys Language Solutions, Inc., a Nevada Corporation, (the "Holder"), the sum of Four Hundred and Eighty-Five Thousand Dollars ($485,000) in legal and lawful money of the United States of America, together with interest from the date hereof on the principal amount from time to time remaining unpaid as provided below, pursuant to the terms and condition below.  Payment for all amounts due hereunder shall be made at the principal office of Holder at 8045 Dolce Volpe Ave, Las Vegas, NV 89178, or such other address as the Holder may hereafter direct in writing.


The following is a statement of the rights of the Holder of this Promissory Note and the conditions to which this Note is subject, and to which the Holder hereof, by the acceptance of this Note agree:


1.  Interest/Debt Service .  This Note shall bear simple interest at the rate of 0% per annum on the unpaid principal balance of this Note from the date of this Note until the first anniversary date hereof (the "Maturity Date").


Except as otherwise provided herein, the principal amount of this Note shall be due and payable on the Maturity Date.  All past due principal and interest shall bear simple interest from maturity until paid at the rate of 0% per annum.  Payments hereunder shall be applied first to the accrued and unpaid interest and then to the unpaid principal balance of this Note.  The Maturity date will be December 11, 2010.


2.   Terms and Conditions.   Holder is making a loan in the amount of Four Hundred, Eighty-Five Thousand ($485,000) Dollars to the Borrower, and the Borrower will be required to apply $100,000 of the loan to the pending Asset Purchase Agreement between the Borrower and the Holder upon; 1) the successful completion of the Holder in its current private placement, dated June 28, 2010 and extended to November 30, 2010, and 2) the exercising of the Option to Purchase Assets Agreement with Holms.


It is mandatory that $385,000 of the loan must be used by the Borrower on or before November 15, 2010, to exercise the Option to Purchase Mineral Rights Agreement between the Borrower and Rocky and Evenette Greenfield.  Upon the successful completion of the Holder in it’s current private placement and the exercising of the Option to Purchase Assets Agreement with the Borrower, Borrower will assign these full Greenfield mineral rights to the Holder evenly in exchange of the $385,000 loan owed.


3.  Events of Default.  If any of the events specified in this Section 2 shall occur (herein individually referred to as an "Event of Default"), the Holder of this Note may, at the Holder’s option, in addition to any other rights the Holder may have in equity or at law, declare this Note mature, and the acquired Greenfield mineral rights held by the Borrower, used as collateral, will be assigned to the Holder.  The Greenfield mineral rights shall be due and owed immediately without presentment, protest, demand, notice of intention to accelerate, notice of acceleration, notice of non-payment, notice of protest, or other notice of any kind, all of which are hereby expressly waived by Borrower:


(i)

The institution by Borrower of proceedings to be adjudicated as bankrupt or insolvent, or the consent by it to institution of bankruptcy or insolvency proceedings against it or the filing by it




of a petition or answer or consent seeking reorganization or release under the federal Bankruptcy Act, or any other applicable federal or state law, or the consent by it to the filing of any such petition or the appointment of a receiver, liquidator, assignee, trustee or other similar official of Borrower, or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the taking of corporate action by Borrower in furtherance of any such action; or


(ii)

If, within sixty (60) days after the commencement of an action against Borrower (and service of process in connection therewith on Borrower) seeking any bankruptcy, insolvency, reorganization, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such action shall not have been resolved in favor of Borrower or all orders or proceedings thereunder affecting the operations or the business of Borrower stayed, or if the stay of any such order or proceeding shall thereafter be set aside, or if, within sixty (60) days after the appointment without the consent or acquiescence of Borrower of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower, such appointment shall not have been vacated; or


4.  Waivers .  Unless otherwise specifically set forth in this Note, Borrower waives (i) all  notices, demands and presentments for payments, (ii) all notices of non-payment, default, intention to accelerate maturity, acceleration of maturity, protest and dishonor, and (iii) diligence in taking any action to collect amounts hereunder and in the handling of any collateral securing this Note.


5.  Prepayment .  Borrower shall have no right to prepay some or all of the outstanding principal and interest due on this Note at any time prior to the Maturity Date.


6.  Assignment .  This Note shall be binding upon Borrower and its successors, assigns, heirs and representatives, and shall inure to the benefit of the Holder and its successors and assigns.


7.  Waiver and Amendment .  Any provision of this Note may be amended, waived or modified upon the written consent of Borrower and the Holder of this Note.  Borrower hereby waives any and all defenses it may have to the enforcement by the Holder of this Note.


8.  Transfer of this Note or Securities Issuable on Conversion Hereof .  This Note may be sold, transferred, assigned or otherwise disposed of by the Holder.  With respect to any proposed sale, transfer, assignment or other disposition of this Note or securities into which such Note may be converted, the Holder will give written notice to Borrower prior thereto, describing briefly the manner thereof, together with a written opinion of the Holder’s counsel, if Borrower should require, to the effect that such offer, sale or other distribution may be effected without registration or qualification (under any federal or state law then in effect).


It is the intention of the parties that this Note shall be a negotiable instrument.  Any provision of this Note which precludes this Note from being a negotiable instrument shall be deemed waived.


Each Note thus transferred and each certificate representing the Notes thus transferred shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with the Act, unless in the opinion of counsel for Bakken Resources, Inc., such legend is not required in order to ensure compliance with the Act.


9.  Notices .  Any notice, request or other communication required or permitted hereunder shall be in writing and shall be deemed to have been duly given if personally delivered or if mailed by registered or certified mail, postage prepaid, at the respective addresses of the parties as set forth below:


If to the Borrower:

Holms Energy, LLC

470 Holms Gulch Rd.

Helena , MT 59601





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If to the Holder:

Multisys Language Solution, Inc.

8045 Dolce Volpe Ave.

Las Vegas, NV


Any party hereto may by notice so given change its address for future notice hereunder.  Notice shall conclusively be deemed to have been given when personally delivered or when deposited in the mail or fax in the manner set forth above and shall be deemed to have been received when delivered.


10.  No Stockholder Rights.  Nothing contained in this Note shall be construed as conferring upon the Holder or any other person the right to vote or to consent or to receive notice as a stockholder in respect of meetings of stockholders for the election of directors of Bakken Resources, Inc. or any other matters or any rights whatsoever as a stockholder of Bakken Resources, Inc., and no dividends shall be payable or accrued in respect of this Note or the interest represented hereby or the Conversion Shares obtainable hereunder until, and only to the extent that, this Note shall have been converted.


11.  Failure or Indulgency Not Waiver.  No failure or delay on the part of the Holder hereof in the exercise of any power, right, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right of privilege preclude other or further exercise thereof or of any other right, power or privilege.  All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.


12.  Attorneys’ Fees.  If (i) this Note is not paid at maturity, howsoever such maturity may be brought about, and the same is placed in the hands of an attorney for collection, and/or if this Note is collected by suit or through bankruptcy, probate, or other legal proceedings, and/or (ii) Borrower in any other way breaches any obligation(s) hereunder, Borrower agrees to pay all attorneys’ fees and other costs incurred by the Holder in connection therewith.


13.  Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, excluding that body of law relating to conflict of laws.


14.  Usury Laws.  This Note shall at all times be in strict compliance with applicable usury laws.  If at any time any interest contracted for, charged or received under this Note or otherwise in connection with this Note would be usurious under applicable law, then regardless of the provisions of this Note or any action or event (including, without limitation, prepayment of principal hereunder  or acceleration of maturity) which may occur with respect to this Note, it is agreed that all sums that would otherwise be usurious shall be immediately credited as a payment of principal hereunder, or if this Note has already been paid, immediately refunded to Borrower.  All compensation which constitutes interest under applicable law in connection with this Note shall be amortized, prorated, allocated and spread over the full period of time any indebtedness that is owing under this Note, to the greatest extent permissible without exceeding the maximum rate of interest allowed by applicable law from time to time during such period.


15.  Headings; References.  All headings used herein are used for convenience only and shall not be used to construe or interpret this Note.  Except where otherwise indicated, all references herein to Sections refer to Sections hereof.


16.  Arbitration.  Any controversy or claim related to or arising out of this transaction shall be settled by arbitration, conducted on a confidential basis, under the U.S. Arbitration Act, if applicable, or the Uniform Arbitration Act as adopted in Illinois, and the then current Commercial Arbitration Rules of the American Arbitration Association ("Association") strictly in accordance with the terms of this Agreement and the substantive law of Illinois.


 


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The arbitration shall be conducted at the Association’s regional office in Las Vegas, Nevada by three arbitrators.  Judgment upon the arbitrators’ award may be entered and enforced in any court of competent jurisdiction.


Neither party shall institute a proceeding hereunder unless at least fifteen days prior thereto such party shall have furnished to the other written notice by registered mail of its intent to do so.  Neither party shall be precluded hereby from seeking provisional remedies in the courts of any jurisdiction including, but not limited to, temporary restraining orders and preliminary injunctions, to protect its rights and interests, but such shall not be sought as a means to avoid or stay arbitration.


                                                                        Borrower


By: /s/Val M. Holms ________________________

Val M. Holms, Managing Member

Holms Energy, LLC





Loan Fully Satisfied



By:_____________________________________

Janelle Edington, President

Multisys Language Solutions, Inc.




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