ex10_4.htm


    


     

    PROMISSORY
NOTE

     

    

      
        	 
      	
                Denver,
      Colorado

              
	
                $375,000.00

              	
                August
      11, 2009

              


      



    Vista
International Technologies, Inc., a Delaware corporation with its principal
place of business at 4704 Harlan Street, Suite 685, Denver, Colorado 80212 (the
"Payor"), for value received, hereby unconditionally promises to pay to the
order of RICHARD C. STRAIN,
an individual residing at 15 Loockerman Avenue, Poughkeepsie, New York
12601 (the "Payee"), on the
earlier of (i) the date of commencement of any bankruptcy, insolvency or similar
proceedings in respect of the Payor and (ii) December 31, 2011, in lawful money
of the United States of America, the maximum principal sum of THREE HUNDRED
SEVENTY- FIVE THOUSAND and 00/100 ($375,000.00) DOLLARS (the “Maximum Principal
Amount”) or such lesser amount as shall have been advanced by Payee to Payor,
together with interest thereon as hereinafter provided.

     

    SECTION
1.  Interest. Interest
shall accrue on the outstanding principal amount of this Promissory Note at the
rate of nine percent (9%). Interest shall be computed based upon a 365 day
year.

     

    SECTION
2.  Advances. From time
to time, Payee may make advances, or loans, to Payor up to the Maximum Principal
Amount to enable Payor to repay certain of its trade creditors on teiins
favorably negotiated by Payor. Each such advance will be subject to the terms
and conditions of this Note. Each advance will be supported by submission
of a Request for Advance in the form annexed as Exhibit A hereto.

     

    SECTION
3.  Repayments.
Repayments of principal and interest shall be made by Payor monthly beginning on
October 1, 2009 in monthly installments of $8,000.00, with a final repayment of
all outstanding principal and accrued interest, if any, due and payable on
December 31, 2011. In addition, ten (10%) of all equity funds raised by the
Payor during the term hereof shall be used to repay outstanding principal and
interest hereunder, if any. All repayments shall be applied in the following
order of priority: (i) outstanding unpaid fees and costs for which Payee may be
responsible pursuant to the Security Agreement referenced in Section 5 herein,
(ii) accrued and unpaid interest and (iii) principal.

     

    SECTION
4.  Priority. This
Promissory Note shall not be subordinated or junior in right of payment or
distribution to any other indebtedness, liabilities or obligation of any kind or
nature whatsoever and shall be senior or pari passu in right
of payment and distribution to any and all such other indebtedness, liabilities
and obligations of the Payor.

     

    SECTION
5.  Security. The
obligations under this Note are secured by the Security Agreement between Payor
and Payee of even date herewith.

     

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    SECTION
6.  Equity
Redemption; Salary Reduction. As additional consideration for the loan
evidenced by this Note, (i) Payor shall provide Payee with certain equity
redemption rights with respect to Payor's stock owned by Payee, on terms and
conditions to be agreed upon by the parties and (ii) Payor's officers and
directors, Barry Kemble and Timothy Peach, shall agree to a reduction of both
accrued, unpaid salary and ongoing salary on tellus and conditions to be agreed
upon by the parties.

     

    SECTION
7.  Miscellaneous. (a)
The Payor hereby waives presentment, demand, protest and notice of any kind
whatsoever in connection with this Promissory Note. The nonexercise by the
holder of any of its rights hereunder in any particular instance shall not
constitute a waiver thereof in that or any subsequent instance.

     

    (b) The Payor
may prepay all or part of the principal hereof at any time without
penalty.

     

    (c) This
Promissory Note shall be construed in accordance with and governed by the law of
the State of New York.

     

    (d) All
borrowings evidenced by this Promissory Note and all payments and prepayments of
the principal hereof and interest hereon shall be recorded by such holder in its
internal records, provided, however,
that the failure of the holder hereof to make such a notation or any
error in such a notation shall not affect the obligation of the Payor under this
Promissory Note. All payments and prepayments payments received by the Payee
shall be applied first to accrued interest and, thereafter, to
principal.

     

    IN
WITNESS WHEREOF, the undersigned has caused this Promissory Note to be duly
executed as of the day and year first above written.

     

    
      
        	 	
              	 
	 	 	VISTA
      INTERNATIONAL TEHNOLOGIES, 

                INC.

                 

              	 
	
                 

              	
                 

              	/s/ Barry
      J. Kemble	 
	 	 	By:
      Barry J. Kemble	 
	 	 	Title:
      CEO