All Energy Corp Watch

from 10-K ~10 pages Neither the Issuance and Sale of the Securities Represented by This Certificate Nor the Securities Into Which These Securities Are Convertible Have Been Registered Under the Securities Act of 1933, as Amended, or Applicable State Securities Laws. the Securities May Not Be Offered for Sale, Sold, Transferred or Assigned (I) in the Absence of (A) an Effective Registration Statement for the Securities Under the Securities Act of 1933, as Amended, or (B) an Opinion of Counsel (Which Counsel Shall Be Selected by the Holder), in a Generally Acceptable Form, That Registration Is Not Required Under Said Act or (II) Unless Sold Pursuant to Rule 144 or Rule 144a Under Said Act. Notwithstanding the Foregoing, the Securities May Be Pledged in Connection With a Bona Fide Margin Account or Other Loan or Financing Arrangement Secured by the Securities. Principal Amount: $65,000.00 Issue Date: January 16, 2010 Purchase Price: $65,000.00 Convertible Promissory Note