EX-10.1



 







EXHIBIT 10.1




PROMISSORY NOTE




			
	$250,000
	 	May 17, 2006






     FOR VALUE RECEIVED, the undersigned Wellstone Filters, Inc., a Delaware corporation (“Maker”)
promises to pay to the order of Carlson Group, Ltd. (“Lender”), at its principal office, or at such
other place as may be designated in writing by the holders of this Promissory Note (“Note”), the
principal sum of TWO HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS ($250,000.00) (the “Principal Sum”).
The unpaid Principal Sum shall bear interest at the rate of 8% per annum, and shall be due in
full, along with the additional amount set forth in the fifth paragraph of this Note, on December
31, 2007.



     All payments to be made under this Note shall be payable in lawful money of the United States
of America which shall be legal tender for public and private debts at the time of payment.



     In the event that an action is instituted to collect this Note, or any portion thereof, Maker
promises to pay all costs of collection, including but not limited to reasonable attorneys’ fees,
court costs, and such other sums as the court may establish.



     In the event of a default under this Note when due, then the holder of this Note, at its
election, may declare the entire unpaid Principal Sum and all accrued but unpaid interest thereon
immediately due and payable.



     Lender shall receive as additional interest on this Note an amount equal to the lesser of (a)
$25,000 or (b) 3% of the net profit after taxes of Maker as of September 30, 2007, such net profits
to be calculated on a consolidated basis and before adjustments for the cumulative effects of
accounting changes or extraordinary charges. Such additional interest amount shall be paid
simultaneously with the payment of the Principal Sum and interest set forth in the first paragraph
of this Note on December 31, 2007. For purposes of this Note, the Maker shall calculate the amount
payable under clause (b) above in accordance with GAAP as modified by financial accounting
requirements of the Securities and Exchange Commission. If a portion of the Principal Sum or
interest set forth in paragraph one of this Note is paid



 









 







prior to December 31, 2007, the
calculation of the additional interest set forth in this paragraph, to be paid on December 31,
2007, shall be adjusted pro-rata.



     Every provision hereof is intended to be several. If any provision of this Note is
determined, by a court of competent jurisdiction to be illegal, invalid or unenforceable, such illegality, invalidity or
unenforceability shall not affect the other provisions hereof, which shall remain binding and
enforceable.



     This Note is made in the State of North Carolina and it is mutually agreed that North Carolina
law shall apply to the interpretation of the terms and conditions of this Note.



     All agreements between the holder of this Note and Maker are hereby expressly limited so that
in no contingency or event whatsoever, whether by reason of deferment or acceleration of the
maturity of this Note or otherwise, shall the rate of interest hereunder exceed the maximum
permissible under applicable law with respect to the holder. If, from any circumstances
whatsoever, the rate of interest resulting from the payment and/or accrual of any amount of
interest hereunder, at any time that payment of interest is due and/or at any time that interest is
accrued, shall exceed the limits prescribed by such applicable law, then the payment and/or accrual
of such interest shall be reduced to that resulting from the maximum rate of interest permissible
under such applicable law. This provision shall never be superseded or waived.



     IN WITNESS WHEREOF, this instrument is executed as of the date first hereinabove set forth.



	 	 	 	 	 
	 	WELLSTONE FILTERS, INC.

 	 
	 	By:  	/s/ Learned Hand
 	 
	 	 	Name:  	Learned Hand 	 
	 	 	Title:  	CEO