ex10_1.htm


    
      

    

    Exhibit
10.1

    
      


      


      This
note has not been registered under the Securities Act of 1933, As amended, or
under any state securities law.  It may not be sold, offered for sale,
pledged or hypothecated in the absence of a registration statement in effect
with respect to the securities under such act and any applicable state
securities laws or an opinion of counsel satisfactory to the maker that such
registration is not required.

      


      


      PROMISSORY
NOTE

      


      


      
        	
                $
      5,100,000

              	
                New
      York, New York

              
	 
      	
                September
      30, 2009

              


      

      


      


      FOR VALUE RECEIVED, the
undersigned, Lapolla
Industries, Inc., a Delaware corporation, currently having its principal
place of business located at Intercontinental Business Park, 15402 Vantage
Parkway East, Suite 322, Houston, Texas 77032 (the “Maker”), promises to pay to
Richard
J. Kurtz an individual currently residing at Nine Duck Pond Road, Alpine,
New Jersey 07632 (the “Holder”), the principal sum of Five
Million One Hundred Thousand ($5,100,000) and 00/100 Dollars, bearing
interest thereon, at the rate of seven percent (7%) per annum together with any
costs, expenses and attorney fee’s incurred for the collection of this note
before and after maturity, by acceleration or otherwise, principal to be paid on
December 31, 2011 (the “Maturity Date”) when the entire amount outstanding
hereunder shall be due and payable in full; provided, however,
that if the Maker subsequent to the date hereof, but prior to the Maturity Date,
shall have successfully completed a private debt or equity financing yielding
gross proceeds to the Maker of not less than Twelve
Million 00/100 Dollars ($12,000,000)
(hereinafter, the “Financing”) then the unpaid principal balance of this note
shall immediately become due and payable concurrently with the closing of the
Financing.

      


      No delay or omission by the Holder in
exercising any right hereunder, nor failure by the Holder to insist upon the
strict performance of any terms herein, shall operate as a waiver of such right,
any other right hereunder, or any terms herein.  No waiver of any
right shall be effective unless in writing and signed by the Holder, nor shall a
waiver on one occasion be constituted as a bar to, or waiver of, any such right
on any future occasion.

      


      The rights and obligations under this
note shall be construed in accordance with the laws of the State of New
York.

      


      Maker waives the right of presentment,
demand for payment, notice of dishonor, notice of protest, protest and all other
notices or demands of any kind in connection with the delivery, acceptance,
performance, default, endorsement or guarantee of this instrument.

      


      
        	 
      	
                Maker:

              
	 
      	 
      
	 
      	
                Lapolla
      Industries, Inc.

              
	 
      	
                A
      Delaware Corporation

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:    /s/  Michael T. Adams,
      EVP          
      

              
	 
      	
                Name:   Michael
      T. Adams

              
	 
      	
                Title:    
      Executive Vice President