f8k0210ex10vi_envision.htm


     

    Exhibit 10.6

     

    
      	 		 


    

     

    PROMISSORY
NOTE

    


     

    
      
        	
                Borrower
      Information

              
	
                Name:

              	
                Date:

              
	
                Envision
      Solar International, Inc.

              	
                6/1/08

              
	
                Street
      Address:

              	
                Date
      of Birth:

              
	
                4225
      Executive Square Suite 1000

              	
                N/A

              
	
                City:

              	
                Telephone
      Number:

              
	
                La
      Jolla

              	
                858.799.4583

              
	
                State:

              	
                Driver's
      License Number:

              
	
                California

              	
                N/A

              
	
                Zip
      Code:

              	
                Social
      Security Number:

              
	
                92037

              	
                N/A

              


      

       

       

      
        
          	
                  Lender
      Information

                
	
                  Name:

                	
                  Telephone
      Number:

                
	
                  William
      S. Adelson

                	
                  760-994-8780

                
	
                  Street
      Address:

                	 
      
	
                  19503
      Vista Del Otero

                
	
                  City:

                	
                  Make
      Check Payable To:

                
	
                  Ramona

                	
                  William
      S. Adelson

                
	
                  State:

                	 
      
	
                  California

                
	
                  Zip
      Code:

                
	
                  92065

                


        

         

         

        
          	
                  Loan
      Information

                
	
                  Loan
      Amount & Interest Due:

                	
                  Loan
      Period

                
	
                  1/5/2009
      $18,380.40  Jan 09 Rent + bank fee

                	
                  Due
      on 12/31/09

                
	
                  1/12/2009
      $12,860.30  Archicad payoff

                	 
      
	
                  1/16/2009
      $ 2,053.14  Payroll for J Lindenfeld

                
	
                  6/30/2009
      $    136.07  Additional Monthly
      Interest

                
	
                  7/31/09
      $    136.07  Additional Monthly
      Interest

                
	
                  8/31/09
      $    136.07  Additional Monthly
      Interest

                
	
                  9/30/09
      $    136.07  Additional Monthly
      Interest

                
	
                  10/31/09
      $    136.07  Additional Monthly
      Interest

                
	
                  11/30/09
      $    136.07  Additional Monthly
      Interest

                
	
                  12/31/09
      $    136.07  Additional Monthly
      Interest

                	 
      
	
                  Total        $
      34,246.32

                	 
      
	
                  Interest
      Rate:

                	
                  Payment
      Schedule:

                
	
                  5%

                	
                  Payment
      of $32,246.32 due on
12/31/09

                


        

      

    


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

    1.           Promise to Pay. For value
received, Envision Solar
International, Inc. promises to pay William S. Adelson
$32655.86
and interest at the yearly rate of 5% on the unpaid balance as specified
below.

     

    2.           Installments.

     

       o  Borrower will
pay__________________payments of $__________________each at
monthly/yearly/__________________ntervals on the____________ay of the
month.

     

      x Borrower will
pay one lump payment of $34,884.30 on 12/31/09.

     

      o Borrower will
pay____________payments of $_______________each at
monthly/yearly/________________ntervals with a final balloon payment
of__________at the end of the loan term on______________date.

     

    3.  Application of Payments.
Payments will be applied first to interest and then to
principal.

     

    4.     
Prepayment. Borrower may
prepay all or any part of the principal without penalty.

     

    5.      Loan Acceleration. It borrower is more
than______________days late in making any payment. Lender may declare that
the
entire balance of unpaid principal is due immediately, together with the
interest that has accrued.

     

    7.      Security

     

     o  This is an
unsecured note.

    
       

       x  Borrower
agrees that until the principal and interest owed under this promissory note are
paid in full, this note will be secured by a security agreement and Uniform
Commercial Code Financing statement giving Lender a 

                        security
interest in the equipment, fixtures, inventory and accounts receivable of the
business known as Envision Solar International, Inc.

    

    
    

    
      
         

         o 
Borrower agrees that until the principal and interest owed under
this promissory note are paid in full, this note will be secured by
the

      

    

    
    

     

    o mortgage__________________________

     

    o deed of
trust covering the real estate commonly known as and more
fully described as
follows:____________________________                                                                                                

     

    8.    Collection Costs. If Lender
prevails in a lawsuit to collect on this note, Borrower will pay Lender's costs
and

     

    lawyer's
fees in an amount the court finds to be reasonable.

     

    The
undersigned and all other parties to this note, whether as endorsers, guarantors
or sureties, agree to remain fully bound until this note shall be fully paid and
waive demand, presentment and protest and all notices hereto and further agree
to remain bound notwithstanding any extension, modification, waiver, or other
indulgence or discharge or release of any obligor hereunder or exchange,
substitution, or release of any collateral granted as security for this note. No
modification or indulgence by any holder hereof shall be binding unless in
writing; and any indulgence on any one occasion shall not be an indulgence for
any other or future occasion. Any modification or change in terms, hereunder
granted by any holder hereof, shall be valid and binding upon each of the
undersigned, notwithstanding the acknowledgement of any of the undersigned, and
each of the undersigned does hereby irrevocably grant to each of the others a
power of attorney to enter into any such modification on their behalf. The
rights of any holder hereof shall be cumulative and not necessarily successive.
This note shall take effect as a sealed instrument and shall be construed,
governed and enforced in accordance with the laws of the State of
California

     

    
      	 		 


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    Adelson
Note Payable 

     

       5%

    5/1/2009 

     

    
      	Date 	 	Amount	 	 	
              Annual

               Interest

            	 	 	# Days	 	 	Interest	 	 	Total	 	Description
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1/5/2009 	 	 	18,020.00	 	 	 	901.00	 	 	 	146	 	 	 	360.40	 	 	 	18,380.40	 	Jan 09 Rent + bank
      fee
	1/12/2009	 	 	12,620.00	 	 	 	631.00	 	 	 	139	 	 	 	240.30	 	 	 	12,860.30	 	Arch
      icad payoff
	1/16/2009	 	 	2,015.86	 	 	 	100.79	 	 	 	135	 	 	 	37.28	 	 	 	2,053.14	 	 Payroll for J
      Lindenfeld
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	32,655.86	 	 	 	 	 	 	 	 	 	 	 	637.98	 	 	$	33,293.84	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6/30/2009	 	 	 	 	 	 	 	 	 	 	 	 	 	 	136.07	 	 	 	 	 	 
	7/31/09	 	 	 	 	 	 	 	 	 	 	 	 	 	 	136.07	 	 	 	 	 	 
	8/31/09	 	 	 	 	 	 	 	 	 	 	 	 	 	 	136.07	 	 	 	 	 	 
	9/30/09	 	 	 	 	 	 	 	 	 	 	 	 	 	 	136.07	 	 	 	 	 	 
	10/31/09 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	136.07	 	 	 	 	 	 
	11/30/09	 	 	 	 	 	 	 	 	 	 	 	 	 	 	136.07	 	 	 	 	 	 
	12/31/09	 	 	 	 	 	 	 	 	 	 	 	 	 	 	136.07	 	 	 	 	 	 
	Total
      Due 	 	 	32,655.86	 	 	 	 	 	 	 	 	 	 	 	1,590.46	 	 	 	34,246.32	 	 


    

                                                                

     

    3