Filed by sedaredgar.com - Environmental Control Corp. - Exhibit 10.2






CONVERTIBLE LOAN AGREEMENT

THIS CONVERTIBLE LOAN AGREEMENT made as of the 16th day of
October, 2008 (the "Effective Date").

BETWEEN:

ENVIRONMENTAL CONTROL
CORPORATION, with an 
address at 85 Kenmount Road, St. John’s NL A1B
3N7

(hereinafter referred to as the
"Company")

AND:

Albert E. Hickman, with
an address at 85 Kenmount Road, St. 
Johns, Newfoundland A1B 3N7

(hereinafter referred to as the
"Lender")

WHEREAS:

A. The Company wishes to borrow from the Lender, and the Lender
wishes to lend to the Company, certain funds (defined herein as the "Loan") upon
the terms and conditions set forth herein;

B. The Loan is convertible (the "Conversion") into securities
of the Company consisting of common shares of the Company with a par value of
$0.001 (the "Shares") upon the terms and conditions set forth herein; and

C. The Lender understands and acknowledges to the Company that
this Agreement is being made pursuant to an exemption (the "Exemption") from
registration provided by Section 4(2) of the United States Securities Act of
1933, as amended (the "Securities Act") and Rule 903 of Regulation S of the
Securities Act for the private offering of securities.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of
the mutual covenants and agreements herein contained, the receipt of which is
hereby acknowledged by each of the parties hereto, the parties hereto covenant
and agree each with the other (the "Agreement") as follows:

1. Representations and Warranties of the Lender

(a) The Lender represents and warrants to, and covenants and
agrees with the Company that:

	 	(i) 	
      the Lender makes the Loan to the Company and acquires the
      Conversion Right (as defined herein) in reliance upon the Exemption from
      registration provided by Section 4(2) of the Securities Act and Rule 903
      of Regulation S of the Securities Act for the private offering of
      securities;







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	 	(ii) 	
      the Lender is eligible to make the Loan to the Company
      and acquire the Conversion Right in the Company under Regulation S, and
      all statements set forth in the Declaration of Regulation S Eligibility,
      attached hereto as Schedule A, are true and correct and may be relied upon
      by the Company; further, all information, representations and warranties
      contained in this Agreement, or that have been otherwise given to the
      Company, are correct and complete as of the date hereof, and may be relied
      upon by the Company;

	 	 	 	 
	 	(iii) 	
      the Lender is aware of the significant economic and other
      risks involved in making the Loan to the Company and in acquiring and/or
      exercising the Conversion Right;

	 	 	 	 
	 	(iv) 	
      the Lender has consulted with its own securities advisor
      as to its eligibility to acquire and/or exercise the Conversion Right
      under the laws of its home jurisdiction and acknowledges that the Company
      has made no effort and takes no responsibility for the consequences to the
      Lender as a non-U.S. investor acquiring this Conversion right and, in
      particular, in purchasing U.S.-based securities upon exercise, if any, of
      the Conversion Right;

	 	 	 	 
	 	(v) 	
      no federal or state agency has passed upon, or make any
      finding or determination as to the fairness of this investment, and that
      there have been no federal or state agency recommendations or endorsements
      of the investment made hereunder;

	 	 	 	 
	 	(vi) 	
      the Lender acknowledges that:

	 	 	 	 
	 		A. 	
      there are substantial restrictions on the sale or
      transferability of any Shares acquired upon exercise of the Conversion
      Right and understands that, although the Company is a reporting company,
      the Lender is, upon exercising the Conversion Rights, purchasing
      unregistered securities;

	 	 	 	 
	 		B. 	
      the Lender may not be able to liquidate this investment
      in the event of any financial emergency and will be required to bear the
      economic risk of this investment for a lengthy or even indefinite period
      of time;

	 	 	 	 
	 		C. 	
      the Company is not contractually obligated to register
      under the Securities Act any Shares acquired upon an exercise of the
      Conversion Right; and

	 	 	 	 
	 		D. 	
      any Shares acquired by the Lender upon exercise of the
      Conversion Right may never be sold or otherwise transferred without
      registration under the Securities Act, unless an exemption from
      registration is available.

	 	 	 	 
	 	(vii) 	
      the Lender, alone or with its advisor, has enough
      knowledge and experience in financial and business matters to make it
      capable of evaluating the merits and risks of investing in the
    Company;

	 	 	 	 
	 	(viii) 	
      the Lender makes the Loan to the Company and acquires the
      Conversion Right as principal for its own account and not for the benefit
      of any other person;







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	 	(ix) 	
      the Lender understands that any Certificates representing
      Shares acquired by the Lender upon exercise of the Conversion Right will
      have a resale legend on them that will read substantially as
    follows:

	 	 	 	 
	 		 	
      THE SECURITIES COVERED HEREBY HAVE NOT BEEN REGISTERED
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"). THE SECURITIES
      REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT, AND NOT
      WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISPOSITION THEREOF,
      AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO OR FOR THE
      ACCOUNT OR THE BENEFIT OF U.S. PERSONS (I) AS PART OF THEIR DISTRIBUTION
      AT ANY TIME OR (ii) OTHERWISE UNTIL ONE YEAR AFTER THE LATER OF THE
      COMMENCEMENT OF THE OFFERING OF SUCH SECURITIES OR THE CLOSING DATE OF THE
      SALE AND TRANSFER THEREOF, EXCEPT IN EITHER CASE IN ACCORDANCE WITH
      REGULATION S (OR RULE 144A, IF AVAILABLE) UNDER THE ACT. TERMS USED ABOVE
      HAVE THE MEANING GIVEN TO THEM BY REGULATION S.

	 	 	 	 
	 	(x) 	
      the Lender has good and sufficient right and authority to
      enter into this Agreement and to carry out the transactions contemplated
      by this Agreement on the terms and conditions contained
  herein.



(b) The representations, warranties, covenants and agreements
of and by the Lender contained in, or delivered pursuant to, this Agreement
shall be true at and as of the Effective Date and shall remain in full force and
effect throughout the term of this Agreement.

2. The Loan

(a) Subject to the terms of this Agreement, the Lender hereby
agrees to loan to the Company, and the Company hereby agrees to borrow from the
Lender, the sum of up to US$50,000 (the "Loan"), which shall be advanced in one
instalment by the Lender.

(b) The proceeds of the loan are to be used to repay an
outstanding loan of $25,000 owing to 51644 Newfoundland and Labrador Inc., and
to further business development and research and development activities.

(c) Immediately following the execution of this Agreement, the
Lender shall deliver to the Company the Loan amount by certified cheque or money
order made payable to the Company, or by wire transfer to the Company's bank
account (the "Advancement Date").

(d) The principal amount of the Loan, and any accrued and
unpaid interest calculated in accordance with section 2.5, shall be due and
payable in full by 5:00 p.m. local time in St. John's, Newfoundland, five (5)
years from the Advancement Date (the “Due Date”). If such day falls on a Sunday
or statutory holiday, then by 5:00 p.m. local time in St. John's, Newfoundland,
on the first business day thereafter the Due Date.

(e) The Loan shall bear interest at a rate of 10% per annum
(the "Interest") calculated in arrears on the principal amount of the Loan
outstanding. No Interest shall be payable for the first year from the
Advancement Date but shall accrue and all accrued interest shall be payable on
the 




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second anniversary of the Advancement Date. Thereafter Interest
shall be payable annually, on the subsequent anniversaries of the Advancement
Date.

(f) The Company shall be entitled to prepay any sum up to the
full amount of the Loan and accrued interest then outstanding at any time
without penalty or bonus.

(g) At any time after the Advancement Date, the Lender may by
written notice (the "Notice") to the Company along with the Declaration attached
hereto as Schedule A, exercise its rights of Conversion in respect of either a
portion of or the total outstanding amount of the Loan plus accrued Interest as
of that date into Shares of the Company, at the price of US$0.07 per Share (the
“Conversion Right”).

(h) Within seven (7) days of Notice by the Lender exercising
its Conversion Rights hereunder, the Company shall cause to be delivered a Share
Certificate to the Lender representing the number of Shares acquired by the
Lender pursuant to the calculation set out in subparagraph 2.7 of this
Agreement.

(i) Notwithstanding any of the foregoing, Interest shall be
calculated and included in any Conversion of the Loan.

3. Covenants and Agreements of the Lender

(a) The Lender covenants and agrees with the Company that the
Lender shall not make demand for payment of the Loan prior to the Due Date
unless the Loan has become due and payable in accordance with the provisions of
this Agreement.

4. Security Interest/Waiver of Automatic Stay

(a) The Loan is secured by a security interest granted to the
Lender for the benefit of the Lender pursuant to a Security Agreement, as
delivered by the Lender to the Company. The Company acknowledges and agrees that
should a proceeding under any bankruptcy or insolvency law be commenced by or
against the Company, or if any of the Collateral (as defined in the Security
Agreement which is to be comprised of the patents described herein) should
become the subject of any bankruptcy or insolvency proceeding, then the Lender
should be entitled to, among other relief to which the Lender may be entitled
under this Agreement and any other agreement to which the Company and Lender are
parties (collectively, "Loan Documents") and/or applicable law, an order from
the court granting immediate relief from the automatic stay pursuant to 11
U.S.C. Section 362 to permit the Lender to exercise all of its rights and
remedies pursuant to the Loan Documents and/or applicable law. TO THE EXTENT
PERMITTED BY LAW, THE COMPANY EXPRESSLY WAIVES THE BENEFIT OF THE AUTOMATIC STAY
IMPOSED BY 11 U.S.C. SECTION 362. FURTHERMORE, THE COMPANY EXPRESSLY
ACKNOWLEDGES AND AGREES THAT NEITHER 11 U.S.C. SECTION 362 NOR ANY OTHER SECTION
OF THE BANKRUPTCY CODE OR OTHER STATUTE OR RULE (INCLUDING, WITHOUT LIMITATION,
11 U.S.C. SECTION 105) SHALL STAY, INTERDICT, CONDITION, REDUCE OR INHIBIT IN
ANY WAY THE ABILITY OF THE LENDER TO ENFORCE ANY OF ITS RIGHTS AND REMEDIES
UNDER THE LOAN DOCUMENTS AND/OR APPLICABLE LAW. The Company hereby consents to
any motion for relief from stay that may be filed by the Lender in any
bankruptcy or insolvency proceeding 




- 5 -

initiated by or against the Company and, further, agrees not to
file any opposition to any motion for relief from stay filed by the Lender. The
Company represents, acknowledges and agrees that this provision is a specific
and material aspect of the Loan Documents, and that the Lender would not agree
to the terms of the Loan Documents if this waiver were not a part of the
Agreement. The Company further represents, acknowledges and agrees that this
waiver is knowingly, intelligently and voluntarily made, that neither the Lender
nor any person acting on behalf of the Lender has made any representations to
induce this waiver, that the Company has been represented (or has had the
opportunity to be represented) in the signing of this Agreement and the Loan
Documents and in the making of this waiver by independent legal counsel selected
by the Company and that the Company has discussed this waiver with counsel.

5. Default

(a) If one or more of the following events shall occur,
namely:

	 	(i) 	
      the Company fails to repay the Loan or the Interest
      thereon on the Due Date;

	 	 	 
	 	(ii) 	
      the Company makes an assignment for the benefit of its
      creditors or files a petition in bankruptcy or is adjudicated insolvent or
      bankrupt or petitions or applies to any tribunal for any receiver,
      receiver manager, trustee, liquidator or sequestrator of or for the
      Company or any of the Company's assets or undertaking, or the Company
      makes a proposal or compromise with its creditors or if an application or
      a petition similar to any of the foregoing is made by a third party
      creditor and such application or petition remains unstayed or undismissed
      for a period of thirty (30) days;

	 	 	 
	 	(iii) 	
      an order of execution against any of the Company's assets
      remains unsatisfied for a period of ten (10) days;

	 	 	 
	 	(iv) 	
      the Company fails to observe and comply with any material
      term, condition or provision of this Agreement or any other agreement or
      document delivered hereunder, and such failure continues unremedied for a
      period of thirty (30) days;

	 	 	 
	 	(v) 	
      any representations, warranties, covenants or agreements
      contained in this Agreement or any document delivered to the Lender
      hereunder are found to be untrue or incorrect as at the date thereof;
      or

	 	 	 
	 	(vi) 	
      the holder (including the Lender) of any mortgage, charge
      or encumbrance on any of the Company's assets and undertaking does
      anything to enforce or realize on such mortgage, charge or
    encumbrance;



then the Loan and all accrued Interest to the date of such
default shall, at the option of the Lender, immediately become due and payable
without presentment, protest or notice of any kind, all of which are waived by
the Company.

6. Independent Legal Advice 

(a) The Lender acknowledges that:




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	 	(i) 	
      Macdonald Tuskey, Corporate and Securities Lawyers
      received instructions from the Company and does not represent the
      Lender;

	 	 	 
	 	(ii) 	
      the Lender has been requested to obtain its own
      independent legal advice on this Agreement prior to signing this
      Agreement;

	 	 	 
	 	(iii) 	
      the Lender has been given adequate time to obtain
      independent legal advice;

	 	 	 
	 	(iv) 	
      by signing this Agreement, the Lender confirms that it
      fully understands this Agreement; and

	 	 	 
	 	(v) 	
      by signing this Agreement without first obtaining
      independent legal advice, the Lender waives its right to obtain
      independent legal advice.



7. General

(a) For the purposes of this Agreement, time is of the
essence.

(b) The parties hereto shall execute and deliver all such
further documents and instruments and do all such acts and things as may either
before or after the execution of this Agreement be reasonably required to carry
out the full intent and meaning of this Agreement.

(c) This Agreement shall be construed in accordance with the
laws of the State of Nevada.

(d) This Agreement may be assigned by the Lender subject to any
assignee making requisite representations to meet applicable securities law
exemptions; this Agreement may not be assigned by the Company.

(e) This Agreement may be signed by the parties in as many
counterparts as may be deemed necessary, each of which so signed shall be deemed
to be an original, and all such counterparts together shall constitute one and
the same instrument.

(f) All notices, requests, demands or other communications
hereunder shall be in writing and shall be "deemed delivered" to a party on the
date it is hand delivered to such party's address first above written, or to
such other address as may be given in writing by the parties hereto.

IN WITNESS WHEREOF the parties have hereunto set their hands
effective as of the date first above written.

ENVIRONMENTAL CONTROL CORPORATION

	Per: 	/s/ Albert Hickman 
	  	Authorized Signatory 


ALBERT E. HICKMAN

	Per: 	/s/ Albert Hickman







Schedule A

DECLARATION OF REGULATION S ELIGIBILITY

Regulation S of the Securities Act is available for the use of
non-U.S. Persons only. This Declaration must be answered fully and returned to
ENVIRONMENTAL CONTROL CORPORATION with your subscription agreement to
ensure the Company is in compliance with the Securities Act. All information
will be held in the strictest confidence and used only to determine investor
status. No information will be disclosed other than as required by law or
regulation, other demand by proper legal process or in litigation involving the
company or its affiliates, controlling persons, officers, directors, partners,
employees, shareholders, attorneys or agents.

I, ALBERT HICKMAN, HEREBY AFFIRM AND DECLARE THAT:

1. I am not a resident of the United States of America.

2. I am not purchasing securities for the benefit of a resident
of the United States of America.

3. I am not purchasing securities in the name of a company
incorporated in the United States of America or for the benefit of a company
incorporated in the United States of America.

4. I am not purchasing securities in my capacity as Trustee for
a U.S.-based Trust.

5. I am not purchasing securities in my capacity as the
Executor or Administrator of the Estate of a U.S. resident.

6. I am not a U.S. resident purchasing securities through a
brokerage account located outside of the United States of America, nor am I
using a non-U.S. brokerage account to purchase securities for the benefit of
individuals or corporate entities resident within the United States of
America.

7. I am not purchasing the securities in an attempt to create
or manipulate a U.S. market.

8. I am purchasing the securities as an investment and not with
a view towards resale.

9. I will only resell the securities to other non-U.S.
residents in accordance with Rule 905 of Regulation S, or to U.S. residents in
accordance with the provisions of Rule 144 following the expiration of one year
from the date of acquiring the securities.

10. I am permitted to purchase the securities under the laws of
my home jurisdiction.

11. I have attached a photocopy of my passport or other
identification evidencing my status as a non-U.S. resident.

12. I understand that if I knowingly and willingly make false
statements as to my eligibility to purchase or resell securities under
Regulation S, I may become subject to civil and criminal proceedings being taken
against me by the United States Securities and Exchange Commission.

	DATED: October 16, 2008 	/s/
      Albert Hickman 
	  	  
	  	  
	  	Signature 
	  	Print Name