ecobluform10qex106.htm


    
      

    

    
      

    

    Exhibit 10.6

    
 

    PROMISSORY/
CONVERTABLE NOTE

    


    Three hundred sixty thousand
dollars and no cents ($360,000.00)

    (Principal
Amount)

    


    Dated:           February
11th,
2010

     

    
      	 Executed at:
       	Vista,
      California 	 
	 	(City,
      State) 	 


    

    


    

    

    FOR THE
FOLLOWING: Loan of  Three hundred sixty thousand dollars and no cents
($360,000.00) and other good and valuable consideration, the receipt of which is
hereby acknowledged, EcoBlu Products, Inc., (“EcoBlu”) promises to pay to Lanham
& Lanham, LLC, located at 28562 Oso Parkway, Unit D, Rancho Santa Margarita,
CA 92688; or such address as may be designated in writing by Randall J. Lanham,
Esq. or by any holder of this Note, the sum of Three hundred sixty thousand
dollars and no cents ($360,000.00).  The repayment of this Note
(including principal and interest, if any) is due in full on or before February
11th 2013
and thereafter upon demand.

    


    This Note
shall bear a compounded interest rate of 5 percent (5%) per annum beginning
February 11th 2010
and continuing until principal and interest are fully paid.  Until
such time there will be no interest accruing.

    


    TERMS OF
REPAYMENT:

    


    
      	
              1.  

            	
              This
      Note may be prepaid in whole or in part without
  penalty.

            


    

    


    2.           The
company may have the right at its sole discretion to pay this note back in cash
at any time prior to the holder exercising the warrants. If the company chooses
to settle this note in whole or in part utilizing cashless warrants the company
may issue the note holder 110% of the amount pledged towards warrants. The
cashless warrants will have a 5-year life with a Strike Price of fifty cents
(.50) a share.

    


    3.           All
parties to this Note, including the Undersigned jointly and severally waive
presentment, notice or dishonor and diligence in collecting and all agree to
remain fully obligated under the terms of this Note even if, without notice, the
time for payment is extended; or the Note is renewed or modified; or one of the
parties is released or discharged; or the release or substitution of any
collateral given as security for the payment of the Note.

    


    4.           If
any provision herein is be determined to be unlawful, it is hereby agreed that
this Note shall remain in full force and effect and shall be construed as if the
provision determined to be unlawful was never contained herein and a reasonable
provision shall be substituted therein.  This Agreement shall be
construed and interpreted in accordance with the laws of the State of
California.

     

    


    


    
      
         

      

      
        1

        
          

        

      

      
         

      

    

    


    TERMS OF
CONVERSION:

    


    5. After February 11th,
2011, the Holder may
make up to three demands (or, if Form S-1 or any similar short-form registration
statement is available, an unlimited number of demands) to register his/her/its
Common Stock.  The Holder will pay all registration, underwriting,
legal and other expenses, up to relating to the demand registrations, and will
provide appropriate indemnification.  Lanham & Lanham, LLC shall
have unlimited piggyback rights, subject to the Company having first priority to
issue primary shares on Company-initiated registrations. The Company will pay
all expenses, etc. relating to the piggyback registrations, and will provide
appropriate indemnification.

    


    


    AGREED:                                                                           WITNESS:

    ECOBLU PRODUCTS, INC.

    


    


    


    


    /s/ Steve
Conboy                                                            
/s/Mark
Vuozzo                        
                                           

    Steve Conboy, President

    


    


    AGREED:

    LANHAM & LANHAM, LLC

    


    


    


    


    /s/ Randall J.
Lanham                                            

    Randall J. Lanham 

     

    2