exh10.htm


    
       

      
        
          

        

      

      
         

              

                  Exhibit
            10.70      
    

      

    


    PROMISSORY
      NOTE

     

    $166,828.00                                                                                                                     August
      1, 2007

    


    


    FOR
      VALUE RECEIVED, Transworld
      Assets, LLC, a Delaware limited liability company (the “Maker”),
      promises to pay to the order of Green-Tech Assets,
      Inc., a Washington corporation (the “Payee”), the
      principal sum of One Hundred Sixty-Six Thousand Eight Hundred Twenty-Eight
      Dollars ($166,828), in lawful money of the United States of America, in
      thirty-six (36) monthly installments as provided below.

    


    1.  Interest.  Interest
      shall accrue on the unpaid principal balance of this Promissory Note (the
“Note”) at the rate of five percent (5%) per annum.

     

    2.  Installment
      Payments.  Payments of principal and interest under this Note
      shall be due and payable in Thirty-Six (36) equal monthly installments of Five
      Thousand Dollars ($5,000), beginning on September 1, 2007 and continuing each
      month thereafter until August 1, 2010, when the entire principal balance shall
      be due and payable.  Payments shall be applied to principal and
      interest in accordance with the amortization schedule attached as Exhibit A
      hereto.

     

     

    3.  Default.  If
      (i) there should be a default in the payment of any amount due hereunder and
      the
      same shall continue for a period of ten (10) days or more after written notice
      of the default from Payee to Maker or (ii) the Maker should make an assignment
      for the benefit of creditors or (iii) a receiver, trustee or liquidator is
      appointed over or execution levied upon any property of the Maker or (iv) any
      proceeding is instituted by or against the Maker under any bankruptcy,
      insolvency, reorganization or other law relating to the relief of debtors,
      including without limitation the United States Bankruptcy Code, as amended,
      then, and in each such event (each an "Event of Default") and during the
      continuance of such Event of Default, the Payee may, at its option, declare
      the
      remaining unpaid principal balance of this Note immediately due and payable
      in
      full.

     

    4.  Waiver
      of Presentment, Etc.  Presentment, demand, protest or notice of
      any kind are hereby waived by the Maker.  Maker may not set off
      against any amounts due to Payee hereunder any claims against Payee or other
      amounts owed by Payee to Maker.

     

    5.  Attorney’s
      Fees.  The Maker agrees to pay all reasonable costs of collection,
      including attorneys’ fees which may be incurred in the collection of this Note
      or any portion thereof, and in case an action is instituted for such purposes,
      the amount of all attorneys’ fees shall be such amount as the court shall
      adjudge reasonable.

     

    6.  Governing
      Law.  This Note is made and delivered in, and shall be governed,
      construed and enforced under the laws of the State of Delaware.

     

    7.  Waiver.  No
      delay or omission of the Payee to exercise any right hereunder, whether before
      or after the happening of any event of default, shall impair any such right
      or
      shall operate as a waiver thereof or of any event of default hereunder nor
      shall
      any single or partial exercise thereof preclude any other or further exercise
      thereof, or the exercise of any other right.

     

    8.  Prepayment.  This
      Note shall be subject to prepayment, at the option of the Maker, in whole or
      in
      part, at any time and from time to time, without premium or
      penalty.

     

    9.  Assignment.  This
      Note or any benefits or obligations hereunder may not be assigned or transferred
      by the Maker.

     

    MAKER:

    


    TRANSWORLD
      ASSETS, LLC

    By:  Stratus
      Services Group,
      Inc.

    Manager

     

    


    


    By:
/s/
      Joseph J.
      Raymond

    Joseph
      J. Raymond

    President