EXHIBIT 10.20


 


 


THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“ACT”), OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW
TO ITS DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE DEBTOR TO THE EFFECT THAT SUCH
REGISTRATION IS NOT REQUIRED.


 


 


UNSECURED PROMISSORY NOTE


 


	$273,500.00	September 17, 2010


 


FOR VALUE RECEIVED,
the undersigned, GreenMan Technologies, Inc., 7 Kimball Lane, Lynnfield, MA 01940, a Delaware corporation (the “Debtor”),
hereby promises to pay to Dr. Allen Kahn, Apt. 7808, 175 East Delaware Place, Chicago, IL 60611 (the “Holder”),
the principal sum of Two Hundred and Seventy Three Thousand and Five Hundred Dollars ($273,500.00) or such lesser principal amount
then outstanding, together with all accrued and unpaid interest thereon, by no later March 17, 2011. Interest on the principal
amount of this Note will accrue from and including the date hereof until and including the date such principal amount is paid,
at a rate equal to twelve percent (12%) per annum. Interest only shall be payable, in monthly installments commencing on October
1, 2010 in lawful money of the United States of America, in immediately available funds. Interest shall be computed on the basis
of a 360-day year and a 30-day month.


The outstanding balance
of this Note shall be rendered immediately due and payable, without the necessity of a Demand Notice, in case of any of the following
acts (individually, an “Event of Default”): (a) entry of any judgment or order against the Debtor for the payment of
money, if the same is not satisfied or enforcement proceedings are not stayed within sixty (60) days or if, within sixty (60) days
after the expiration of any such stay, the judgment or order is not dismissed, discharged or satisfied; (b) appointment of a receiver,
trustee, custodian or similar official, for the Debtor or any property or assets of the Debtor; (c) conveyance of any or all assets
to a trustee, mortgagee or liquidating agent or assignment for the benefit of creditors by the Debtor; or (d) commencement of any
proceeding under any law or any jurisdiction, now or hereafter in force, relating to bankruptcy, insolvency, renegotiation of outstanding
indebtedness, arrangement or otherwise to the relief of debtors or the readjustment of indebtedness, by or against the Debtor.
Notwithstanding anything contained herein to the contrary, upon the occurrence of an Event of Default, the entire outstanding amount
of principal and interest of this Note shall become immediately due and payable, without presentment, demand, protest or other
notice of any kind, all of which are hereby expressly waived.


The Debtor may prepay
this Note, in whole or in part, at any time prior to demand or acceleration, and without discount, premium or penalty. Any permitted
payment of principal by the Debtor will be accompanied by payment of all accrued and unpaid interest on the principal sum being
repaid.



     

     

    

The Debtor agrees
to pay all costs, charges and expenses incurred by the Holder and its assigns (including, without limitation, costs of collection,
court costs, and reasonable attorneys' fees and disbursements) in connection with the successful enforcement of the Holder's rights
under this Note (all such costs, charges and expenses being herein referred to as “Costs”). Presentment for
payment, demand, protest, notice of protest and notice of nonpayment are hereby waived. The Debtor agrees that any delay on the
part of the Holder in exercising any rights hereunder will not operate as a waiver of such rights, and further agrees that any
payments received hereunder will be applied first to Costs, then to interest, and the balance to principal. The Holder shall not
by any act, delay, omission, or otherwise be deemed to waive any of its rights or remedies, and no waiver of any kind to enforce
this Note shall be valid unless in writing and signed by the Holder. This Note is payable in any event and is not subject to offset
or reduction because of any other claims of Debtor against the Holder.


 


This Note applies to, inures
to the benefit of, and binds the successors and assigns of the parties hereto. This Note is not negotiable or transferable to any
other holder without the written consent of the Debtor. This Note is made under and shall be governed by the internal laws of the
Commonwealth of Massachusetts.


 


IN WITNESS WHEREOF, the
Debtor has executed this Note as an instrument under seal as of the date first written above.


 


DEBTOR


 


GREENMAN TECHNOLOGIES, INC.


 


By:  /s/ Charles E. Coppa


Charles E. Coppa


Chief Financial Officer