Exhibit
10.10


 


THE SECURITIES
REPRESENTED BY THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED, SOLD TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF
EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE LAWS, (ii) OR RULE 144 UNDER
THE ACT (OR ANY SIMILAR RULES UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH
OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL TO AMERICA GREENER TECHNOLOGIES CORPORATION THAT AN EXEMPTION FROM REGISTRATION
UNDER THE ACT AND APPLICABLE STATE LAW IS AVAILABLE.


                


3% CONVERTIBLE
NOTE


 





	$36,000.00	March 17,
    2014





 


               FOR
VALUE RECEIVED, the undersigned, AMERICA GREENER TECHNOLOGIES CORPORATION, an Arizona corporation (the “Company”),
hereby promises to pay to the order of PACIFIC VENTURE MARKETING CORPORATION (the “Noteholder”),
in lawful money of the United States of America, and in immediately payable funds, the principal amount of Thirty-six thousand
dollars ($36,000) on June 30, 2014 (the “Maturity Date”), together with interest on the unpaid principal
balance hereof from the date of this Note at rate of 3% per annum, unless theretofore converted as set forth herein. This Note
is being issued to evidence advances previously provided by the Noteholder to the Company.


 


               1.            Application
of Payments. All payments received on account of this Note shall first be applied to the reduction of the unpaid principal
balance of this Note. Interest shall be computed on the basis of a year of 360 days, for the actual number of days elapsed. Payment
of all amounts due hereunder shall be made at the address of the Noteholder as set forth herein.


 


               2.            Prepayment.
This Note may be prepaid, in whole or in part, without penalty with five (5) days prior written notice to the Noteholder.


 


               3.            Conversion.


 


                              (a)          Conversion
at the Option of the Holder. At any time prior to the Maturity Date, the outstanding principal amount of this Note, together
with all accrued but unpaid interest hereunder (the “Outstanding Balance”), is convertible at the option
of the Holder in whole and not in part into shares of the Company’s common stock (the “Company Shares”)
at a conversion price of $0.40 per share (the “Conversion Price”); provided, however,
that should the Company have closed the pending Share Exchange Agreement dated February 25, 2014 by and among the Company, Osler
Incorporated, a Nevada corporation (“Osler”) and the Company’s shareholders, this Note shall then
become convertible into shares of the common stock of Osler (the “Osler Shares”) in lieu of Company
Shares.


 


                              (b)          Conversion
at the Option of the Company. At any time prior to the Maturity Date, the Outstanding Balance is convertible at the option
of the Company in whole and not in part into Company Shares at the Conversion Price; provided, however, that should
the Company have closed the pending Share Exchange Agreement dated February 25, 2014 by and among the Company, Osler and the Company’s
shareholders, this Note shall then be convertible into Osler Shares in lieu of Company Shares.



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                              (c)          In
order to convert the Outstanding Balance, the Noteholder shall deliver to the Company a written Election to Convert, a form of
which is attached hereto as Exhibit A. Upon receipt of the written Election to Convert, the Company shall issue and cause
to be delivered with all reasonable dispatch to or upon the written order of the Noteholder, and in such name or names as the
Noteholder may designate, a certificate or certificates for the full number of Company Shares or Osler Shares, as the case may
be, so purchased upon conversion of the Note. Such certificate or certificates shall be deemed to have been issued and any person
so designated to be named therein shall be deemed to have become a holder of record of such securities as of the date of delivery
of the Election to Convert, notwithstanding that the certificate or certificates representing such securities shall not actually
have been delivered or that the stock transfer books of the Company shall then be closed.


                               


                              (d)          In
the event that the outstanding Company Shares or Osler Shares, as the case may be, is revised by recapitalization, reclassification,
combination of shares, stock split or split-up or stock dividend, the aggregate number and kind of shares subject to conversion
under this Note shall be adjusted proportionally, both as to the number of shares and the Conversion Price. No fractional shares
will be issued upon conversion, but any fractional share will be rounded up to the nearest whole share.


 


               4.            Default.
  The occurrence of any one of the following events shall constitute an Event of Default upon notice thereof as hereinafter provided:


 


                              (a)          The
non-payment, when due, of any principal or interest pursuant to this Note, and such failure continues unremedied for a period
of ten (10) days after written or facsimile notice from Noteholder to the Company of such failure;


 


                              (b)          The
commencement against the Company of any proceeding relating to the Company under any bankruptcy, reorganization, arrangement,
insolvency, adjustment of debt, receivership, dissolution or liquidation law or statute or any jurisdiction, whether now or hereafter
in effect, provided, however, that the commencement of such a proceeding shall not constitute an Event of Default
unless the Company consents to the same or admits in writing the material allegations of same, or said proceeding shall remain
undismissed for thirty (30) days; or the issuance of any order, judgment or decree for the appointment of a receiver or trustee
for the Company or for all or a substantial part of the property of the Company, which order, judgment or decree remains undismissed
for thirty (30) days; or a warrant of attachment, execution, or similar process shall be issued against any substantial part of
the property of the Company.


 


               Upon
the occurrence of any Event of Default, the Noteholder may, by written notice to the Company, declare all or any portion of the
unpaid principal amount due to Noteholder, together with all accrued interest thereon, immediately due and payable.


 


               5.            Notices.
  Any notice, request, instruction, or other document required by the terms of this Note, or deemed by any of the parties hereto
to be desirable, to be given to any other party hereto shall be in writing and shall be given by personal delivery, overnight
delivery, mailed by registered or certified mail, postage prepaid, with return receipt requested, or sent by facsimile transmission
to the addresses of the parties set forth below


 




	If
    to the Company:	254
    South Mulberry Street
	 	Suite
    113
	 	Meza,
    AZ 85202
	 	Attention:
    Chief Executive Officer
	 	Telecopier:
    (480) 664-4595
	 	 
	If to the Noteholder:	36 - 5531 Cornwall
    Drive
	 	Richmond, BC ,
    Canada V7C 5N7
	 	Telecopier: (604)
    278-3372





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              These
addresses may be changed from time to time by a notice sent as aforesaid. If notice is given by personal delivery or overnight
delivery in accordance with the provisions of this Section, such notice shall be conclusively deemed given at the time of such
delivery provided a receipt is obtained from the recipient. If notice is given by mail in accordance with the provisions of this
Section, such notice shall be conclusively deemed given upon receipt and delivery or refusal. If notice is given by facsimile
transmission in accordance with the provisions of this Section, such notice shall be conclusively deemed given at the time of
delivery if during business hours and if not during business hours, at the next business day after delivery, provided a confirmation
is obtained by the sender.


 


               6.            Governing
Law. This Note shall be governed by and construed and interpreted in accordance with the laws of the State of Nevada
applicable to contracts made and to be performed entirely therein, without giving effect to the rules and conflicts of
law.


 


               7.            Conformity
with Law. It is the intention of the Company and of the Noteholder to conform strictly to applicable usury and similar
laws. Accordingly, notwithstanding anything to the contrary in this Note, it is agreed that the aggregate of all charges which
constitute interest under applicable usury and similar laws that are contract for, chargeable or receivable under or in respect
of this Note, shall under no circumstances exceed the maximum amount of interest permitted by such laws, and any excess, whether
occasioned by acceleration or maturity of this Note or otherwise, shall be canceled automatically, and if theretofore paid, shall
be either refunded to the Company or credited on the principal amount of this Note.


 


               IN WITNESS
WHEREOF, the Company has signed and sealed this Note and delivered as of the day and date first above written.


 



	 	America Greener Technologies Corporation
	 	 	 
	 	By:	/s/ Michael C. Boyko
	 	 	Michael C. Boyko, Chief Executive Officer







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EXHIBIT A


 


FORM OF ELECTION
TO CONVERT


 


               The
undersigned, the holder of the attached Note, hereby irrevocably elects to exercise their right to convert the Note into shares
as more fully described in the Note, and requests that the certificates for such securities be issued in the name of, and delivered
to, ________________________, whose address is ___________________________________.



 



	Dated:______________________,
    2014	SIGNATURE:
	 	 
	 	(Signature
    must conform in all respects to name
	 	of
    Noteholder as specified in the Note)
	 	 
	 	(Insert
    Social Security or Federal Tax I.D.
	 	Number
    of Noteholder)