Filed by Bowne Pure Compliance






Exhibit 10.2




PROMISSORY NOTE





			
	Cupertino, California
	 	October 22, 2008








For value received, the undersigned, CleanTech Biofuels, Inc. (“Borrower”), hereby promises to pay
to the order of World Waste Technologies, Inc. or its assigns (“Lender”), $450,000.00 together,
with interest from the date hereof until this Note is fully paid, on the principal amount hereunder
remaining unpaid from time to time, at such rates as set forth below. All unpaid principal hereof
and any unpaid interest accruing thereon shall be due and payable on the 22nd day of
July, 2009.



The principal amount outstanding under this Note shall accrue interest daily (calculated on the
basis of the actual number of days elapsed over a year of 365 days) at the rate of six percent
(6.00%) per annum. Upon the occurrence of an Event of Default (as defined in the Security
Agreement between Borrower and Lender of even date herewith), and the expiration of any applicable
grace period, the entire unpaid principal balance of this Note will bear interest at the rate of
nine percent (9.00%) per annum, until such time, if any, as the Event of Default is cured. The
interest payable under this Note shall in no event exceed the maximum rate permissible under
applicable law. All payments on this Note (including, without limitation, any and all prepayments
on this Note, and any and all proceeds applied to this Note from any foreclosure against the
property that has been pledged as security for this Note) shall be applied in the following order:
(i) first to the accrued and unpaid costs and expenses under the Note, (ii) then to accrued but
unpaid interest, and (iii) lastly to the outstanding principal hereunder.



This Note is secured with the pledge of certain assets of Borrower pursuant to a Security Agreement
of even date herewith (the “Security Agreement”). Upon the occurrence of an Event of Default
under this Note or the Security Agreement, and after the lapse of any applicable period of cure,
the outstanding principal balance hereunder, together with any accrued but unpaid interest, shall
become immediately due and payable and without demand or notice of every kind (which are hereby
expressly waived by Borrower). Borrower hereby agrees to pay all costs of collection, including
reasonable attorneys’ fees, if this Note is not paid when due, whether or not legal proceedings are
commenced. Presentment or other demand for payment, protest, notice of dishonor, notice of
protest, notice of acceleration of maturity, or right to notice of any other kind are expressly
waived by Borrower. The remedies of Lender as provided herein shall be cumulative and concurrent,
and may be pursued singularly, successively or together, in the sole discretion of Lender, and may
be exercised as often as occasion therefor shall arise.



THIS NOTE HAS BEEN DELIVERED AND ACCEPTED AT AND SHALL BE DEEMED TO HAVE BEEN MADE AT CUPERTINO,
CALIFORNIA. THIS NOTE SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF CALIFORNIA (WITHOUT
REFERENCE TO CONFLICTS OF LAW PRINCIPLES).



 


 









 





Any term of this Note may be amended or modified only with the written consent of Borrower and
Lender. No failure or delay on the part of Lender in exercising any right, power or privilege
hereunder and no course of dealing between Lender and Borrower shall operate as a waiver thereof;
nor shall any single or partial exercise of any right, power or privilege hereunder preclude any
other or further exercise thereof or the exercise of any other right, power or
privilege. A waiver of any right under this Note shall be effective against Lender if and only if
such waiver is in writing. Any waiver, express or implied, of any breach or default shall not be
considered a waiver of any subsequent breach or default. Whenever possible each provision of this
Note shall be interpreted in such manner as to be effective and valid under applicable law, but if
any provision of this Note shall be or become prohibited or invalid under applicable law, such
provision shall be ineffective to the extent of such prohibition or invalidity without invalidating
the remainder of such provision or the remaining provisions of this Note.



In Witness Whereof, Borrower has caused this Note to be executed and delivered by its duly
authorized officer as of the day and year and at the place set forth above.



	 	 	 	 	 
	 	CLEANTECH BIOFUELS, INC.

 	 
	 	By:  	 	 
	 	 	Edward P. Hennessey, President