Canterbury Resources, Inc.: Exhibit 10.2 - Filed by newsfilecorp.com






	 PROMISSORY NOTE  
	 
	$300,000.00 	Scottsdale, Arizona 	May 16, 2012 


     For value received, Canterbury
Resources, Inc., a Nevada corporation (“Payee”) agrees to fund, in
immediately available funds, within 3 business days of the date hereof, to
Controlled Carbon, LLC dba Echo Automotive (“Maker”) the principal
sum of Three Hundred Thousand and No/100 Dollars ($300,000) and Maker promises
to pay to Payee such principal sum of Three Hundred Thousand and No/100 Dollars
($300,000) plus the principal amount of any additional advances made by or on
behalf of Payee to Maker under this note, in legal and lawful money of the
United States of America.

     This note is issued pursuant to
that certain Letter of Intent of even date herewith between Maker and Payee (the
“LOI”). Capitalized terms not otherwise defined herein have the
meaning ascribed to such terms in the LOI. Pursuant to the LOI, Payee has agreed
to advance to Maker the LOI Advance of $300,000.00 evidenced by this note. In
the event the Closing contemplated by (and defined in) the LOI does not occur,
the principal amount of the LOI Advance together with accrued interest thereon
at the rate of five percent (5%) per annum shall become due and payable upon on
the earlier of (i) receipt by Maker of proceeds from a financing in an amount
not less than $1 million, (ii) when, upon the occurrence and during the
continuance of an Event of Default (as defined below), such amounts are declared
due and payable by Payee or made automatically due and payable, in each case, in
accordance with the terms hereof, or (iii) a change of control of Maker. In the
event of the Closing, this note will become an intercompany loan and Payee
agrees to waive all of its rights hereunder to any balance owed by Maker. 

     Interest shall be computed on the
basis of a year of 365 days for the actual number of days elapsed. Interest not
paid when due shall thereafter bear like interest as the principal.

     No interest shall be payable on
this note if the Closing of the Plan of Reorganization occurs.

     Each maker, surety and endorser
of this note expressly waives all notices, demands for payment, presentations
for payment, notices of intention to accelerate the maturity, protest and notice
of protest, as to this note and as to each, every and all installments
hereof.

     All notices must be in writing. A
notice may be delivered to Maker or Payee at the address set forth under the
signature of each party below, or to a new address that Maker or Payee has
designated in writing. Notices are deemed received on the date of delivery if
proper documentation of delivery is obtained by delivering party. A notice may
be delivered in person, by certified mail, return receipt requested, or by
overnight courier. All payments shall be made by Maker to Payee at Payee’s
address set forth below.

     If any court determines that any
provision of this note is invalid or unenforceable, any invalidity or
unenforceability will affect only that provision and will not make any other
provision of this note invalid or unenforceable and such provision shall be
modified, amended or limited only to the extent necessary to render it valid and
enforceable.




     The occurrence of any of the
following shall constitute an “Event of Default” under this note:

     A. Maker shall fail to pay (i) when due any principal payment on the due date
  hereunder or (ii) any interest payment or other payment required under the terms
  of this note on the date due and such payment shall not have been made within
  thirty (30) days of Maker’s receipt of written notice from Payee of such failure
  to pay; or

     B. Maker shall (i) apply for or
consent to the appointment of a receiver, trustee, liquidator or custodian of
itself or of all or a substantial part of its property, (ii) make a general
assignment for the benefit of its or any of its creditors, (iii) be dissolved or
liquidated, or (iv) commence a voluntary case or other proceeding seeking
liquidation, reorganization or other relief under any bankruptcy, insolvency or
other similar law now or hereafter in effect or consent to any such relief or to
the appointment of or taking possession of its property by any official in an
involuntary case or other proceeding commenced against it.

     Upon the occurrence of any Event
of Default and at any time thereafter during the continuance of such Event of
Default, Payee may, by written notice to Maker, declare all unpaid outstanding
principal and accrued interest payable by Maker hereunder to be immediately due
and payable without presentment, demand, protest or any other notice of any
kind, all of which are hereby expressly waived, anything contained herein to the
contrary notwithstanding. In addition to the foregoing remedies, upon the
occurrence and during the continuance of any Event of Default, Payee may
exercise any other right power or remedy permitted to it by law, either by suit
in equity or by action at law, or both.

     Maker agrees to reimburse Payee
for all reasonable costs of collection or enforcement of this note (including,
but not limited to, reasonable attorneys' fees) incurred by Payee. Neither this
note nor any rights hereunder may be assigned, conveyed or transferred, in whole
or in part, by Maker without Payee’s prior written consent. The rights and
obligations of Maker and Payee under this note shall be binding upon and benefit
their respective permitted successors, assigns, heirs, administrators and
transferees.

     This note shall be governed by
the laws of the State of Arizona. The federal and state courts of competent
jurisdiction located in Maricopa County, Arizona shall have personal
jurisdiction over Maker and no action to interpret or enforce this note shall be
instituted in any other jurisdiction.

	 	MAKER: 
	 	  	 
	 	CONTROLLED CARBON,
      LLC 
	 	DBA ECHO
      AUTOMOTIVE 
	 	  	 
	 	By: 	 
	 	Name: 	 
	 	Title: 	 
	 	  	 
	 	Address: 	 
	 	 	 







	ACKNOWLEDGED AND AGREED: 	 
	 	 
	CANTERBURY RESOURCES, INC. 	 
	 	 
	  	 	 
	By: 	 	 
	Name: 	 	 
	Title: 	 	 
	 	 	 
	Address: