Exhibit 10.9


FIRST AMENDMENT TO 

PROMISSORY NOTE DATED APRIL 22, 2009

BETWEEN

WILLIAM J. MARSHALL

AND

GREEN EARTH TECHNOLOGIES, INC.


This First
Amendment to Promissory Note (“First Amendment”) is hereby executed this 1st
day of August, 2009 by and between William J. Marshall (“Lender”) and Green
Earth Technologies, Inc. (“Borrower”) 


WHEREAS, the
Borrower is indebted to Lender for a aggregate principal sum of one hundred and
twenty-five thousand dollars ($125,000.00) pursuant to that certain Promissory
Note (“Note”) dated as of April 22, 2009; 


WHEREAS, the
Note provides that the entire unpaid principal balance of this Note, together
with all accrued and unpaid interest, shall be immediately due and payable in
full on July 31, 2009; and 


WHEREAS,
Borrower and Lender wish to amend the term of the Note as set forth herein. 


NOW,
THEREFORE, in consideration of the foregoing and the mutual promises and
agreements contained herein, and for other good and valuable consideration, the
receipt and adequacy of which is expressly acknowledged, the parties agree as
follows: 


	
  

 	
  

 
	
 1.

 	
 The “July
 31, 2009” maturity date in section (2) of the Note is deleted and is replaced
 with “January 4, 2010”. 

 
	
  

 	
  

 
	
 2.

 	
 Except as
 expressed contrary herein, all provisions and terms and conditions of the Note
 continue in full force and effect. 

 
	
  

 	
  

 
	
 3.

 	
 This First
 Amendment has been executed in Connecticut, and all rights and obligations
 hereunder shall be governed by the laws of the State of Connecticut (without
 regard to its conflicts of laws principle). 

 
	
  

 	
  

 
	
 4.

 	
 The above
 Recitals are incorporated into this First Amendment and made a part hereof by
 reference. 

 






	
  

 	
  

 	
  

 	
  

 
	
 BORROWER:

 	
 LENDER:

 
	
  

 	
  

 
	
 GREEN EARTH
 TECHNOLOGIES, INC.

 	
 WILLIAM J.
 MARSHALL

 
	
  

 	
  

 
	
 /s/ Greg D.
 Adams

 	
 /s/ William
 J. Marshall

 
	

 


 	
  

 	

 


 	
  

 
	
 Greg D.
 Adams

 	
 William J.
 Marshall

 
	
 Chief
 Financial Officer

 	
  

 









PROMISSORY NOTE


	
  

 	
  

 
	
 $125,000

 	
 April 22, 2009

 



          1.
Principal. FOR VALUE RECEIVED, the undersigned, Green Earth
Technologies, Inc., a Delaware corporation (the “Maker”), hereby
unconditionally promises to pay to William J. Marshall (the “Payee”) in
legal tender in the United States of America the aggregate principal sum of one
hundred and twenty-five thousand and 00/100 U.S. Dollars (US$125,000.00). 


          2.
Due Date: The Note matures on July 31, 2009. Principal and interest
shall be due and payable on the stated Due Date. 


          3.
Mandatory Repayment. The entire outstanding balance payable under the
Note shall become immediately due and payable upon the earlier of (a) the Due
Date, or (b) the occurrence of an Event of Default. 


          4.
Method of Payment. The principal on this Note shall be payable to the
Payee at such place as may be designated by the Payee or the holder hereof, by
written notice to the Maker. 


          5.
Optional Prepayments. The Maker shall have the right to prepay this Note
in whole or in part at any time prior to the Maturity Date, without premium or
penalty. All partial prepayments shall be applied first to the accrued interest
and then to the payment of the principal due on this Note. 


          6.
Events of Default. For purposes of this Note, “Event of Default”
shall mean the occurrence of any of the following: 


                    (a)
If Maker fails to pay any or all of the principal amount of this Note when due;
or 


                    (b)
If the Maker becomes insolvent (where insolvency means either the excess of
liabilities over assets or the inability to pay debts as they come due) or
makes a general assignment for the benefit of creditors, or files a petition in
bankruptcy, or if a petition in bankruptcy should hereafter be filed against
it, or if a receiver of substantially all its property or assets should
hereafter be appointed and such petition or appointment is not vacated or
otherwise stayed within sixty (60) days thereafter. 


          7.
Interest. This Note shall bear interest at a rate of twelve percent
(12%) per annum. Interest shall be calculated retroactive to the actual loan
dates as noted below: 


                    (a)
January 28, 2009 - $100,000 


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                    (b)
February 24, 2009 - $25,000 


          8.
Expenses for Collection. In case of any proceedings to collect when due
the principal or interest of this Note, the Maker shall be responsible for
payment of all costs and expenses for such collection, including reasonable
attorneys’ fees. 


          9.
Governing Law and Submission to Jurisdiction. This Note shall be
governed by and construed in accordance with the laws of the State of New York.
By execution of this Note the Maker hereby agrees that any legal action or
proceeding arising out of this Note may be instituted in the State or federal
courts sitting in the County and State of New York, and in connection
therewith, Maker hereby irrevocably submits to the jurisdiction of any such court
in any action, suit or proceeding. 


          10.
Waiver of Presentment, etc. The Maker hereby waives presentment, demand
for payment, notice of dishonor, notice of protest and protest, and all other
notices or demands in connection with the delivery, acceptance, performance or
default of this Note, except as herein set forth. 


          11.
No Waiver. No course of dealings between Maker (or either of them) and
Payee or the holder hereof or any delay on the part of Payee or the holder
hereof in exercising any rights hereunder shall operate as a waiver of any
rights of Payee or the holder hereof, except to the extent expressly waived in
writing by Payee or the holder hereof. 


          IN
WITNESS WHEREOF, the undersigned has duly executed this Note on the day and
year first above written. 


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 GREEN EARTH
 TECHNOLOGIES, INC.

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 Greg D.
 Adams

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
 Name: 

 	
 Greg D.
 Adams

 
	
  

 	
 Title:

 	
 Chief
 Financial Officer

 


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