ex10_21.htm


    
      

    

    PROMISSORY
      NOTE

    


    
      	
              PRINCIPAL
                AMOUNT:  $500,000.00

            	
              DATE
                OF NOTE: FEBRUARY 28, 2007

            


    

    


    AS
      HEREINAFTER PROVIDED, for value received EARTH SEARCH SCIENCES,
      INC., whose address is 306 Stoner Loop Road, #6, Lakeside, MT 59922,
      (“Maker”), severally promises to pay to the order of LARRY F. VANCE AND
      TAMI J. VANCE, whose mailing address is POB 763, Lakeside, MT 59922,
      (“Holder”), the sum of FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($500,000.00) in
      lawful money of the United Sates of America, together with interest on the
      unpaid principal balance at the rate of FIFTEEN PERCENT (15%) per annum
      compounded monthly commencing February 28, 2007, until paid in
      full.  Holder transfers TWO HUNDRED THOUSAND AND NO/100 DOLLARS
      ($200,000.00) today February 28, 2007 and the balance of the THREE HUNDRED
      THOUSAND AND NO/100 DOLLARS ($300,000.00) will be transferred on or about March
      15, 2007.

    


    COLLATERAL:  This
      note is secured by TEN MILLION (10,000,000) shares of Earth Search Sciences,
      Inc. common stock (ESSE.OB).

    


    PAYMENT:
      Maker shall pay this loan in one (1) payment of FIVE HUNDRED THOUSAND
      FIGHTY-FIVE THOUSAND FIFTY-FOUR AND 52/100 DOLLARS
      ($585,754.52).  this payment is due February 28, 2008.  If
      not paid this Note automatically extends for 2 years.  The new
      principal amount will be due in twenty-four (24) regular monthly payments of
      SEVEN THOUSAND THREE HUNDRED TWENTY-ONE AND 93/100 DOLLARS ($7,321.93) each
      payment, the first on March 28, 2008, and all subsequent payments are due on
      the
      same day of each month thereafter.  The final payment will be due on
      February 28, 2010, and will for all principal and all accrued interest not
      yet
      paid, together will all unpaid amounts under this Note.  Pay are
      interest-only until such time the principal balance is reduced.  In
      the event the principal balance is reduced, payments will remain the same
      monthly amount and will include both principal and interest.  Unless
      otherwise required by applicable law, payment will be applied first to any
      unpaid collection costs, prepayment fees and late charges, then to any unpaid
      interest and any remaining amount to principal.  Interest is
      calculated on a 360-day simple interest basis unless the principal balance
      is
      reduced.  In the event the principal balance is reduced, interest will
      be calculated on a 365-day simple interest basis.  This is by applying
      the ratio of the annual interest rate over the number of days in a year,
      multiplied by the outstanding principal balance, multiplied by the actual number
      of days the principal balance is outstanding.  Acceleration of the
      payments under this Note shall not relieve the Maker of making the regularly
      scheduled payments.  Payment will be made to Larry F. Vance and/or
      Tami J. Vance, at POB 763, Lakeside, MT 59922, or at such other place the Holder
      may designate in writing.

    


    LATE
      CHARGE:  If a payment is more than seven (7) days late, a
      late charge of THREE HUNDRED SISTY-SIX AND 100/100 DOLLARS ($366.10) shall
      be
      due.  The late charge is in addition to actual costs of collection
      and/or legal fees for preparing and sending notice of default, and/or any other
      legal action and expenses related to default that may be incurred by the
      Holder.

    


    STOCK
      REDEMPTION:  In order to redeem TEN MILLION (10,000,000)
      shares of Earth Search Sciences, Inc. common stock (ESSE:OB) held as collateral,
      a fee of ONE HUNDRED THOUSAND AND NO/100 DOLLARS ($100,000.00) must be paid
      AND
      the Note dated February 28, 2007 much be paid in full.  ALSO, THREE
      MILLION (3,000,000) shares of Earth Search Sciences, Inc. common stock (ESSE:OB)
      must be issued to Donald R. Dammel and Steve Bryan.  Mr. Dammel’s and
      Mr. Bryan’s stock can be piggybacked with any other Earth Search Sciences, Inc.
      stock registration.

    


    DUE
      ON SALE:  In the event of a transfer, sale or assignment of
      any of the secured property, full payment of all amounts owing under this Note
      and related loan documents, both principal and accrued interest, including
      penalties and/or fees owing, shall be due and payable on closing of said
      sale.

    


    DEFAULT:  Maker
      will be in default if any of the following occurs:  (i) failure to
      make any payment when due, (ii) failure to comply with or to perform when due
      any other term, obligation, promise, covenant, or condition contained in this
      Note or any agreement related to this Note, (iii)  default under any
      loan, security agreement, purchase or sales agreement, or any other agreement,
      in favor of any other creditor or person that may materially affect any of
      the
      collateral described herein or Maker’s ability to repay this Note or perform
      Maker’s obligations under this Note or any of the Related Documents, (iv) any
      representation or statement made or furnished  to Holder by maker or
      on Maker’s behalf is false or misleading in any material respect either now or
      at the time made or furnished, (v) any creditor tries to take any of Makers
      property on or in which Holder has a lien or security interest, (vi) any of
      the
      events described in this default section occurs with respect to any guarantor
      of
      this Note, (vii) a material adverse change occurs in Maker’s financial
      condition, or Holder believes the prospect of payment or performance of the
      indebtedness is impaired, (viii) Holder in good faith deems itself
      insecure.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Upon
      default, Earth Search Sciences, Inc. will surrender the TEN MILLION (10,000,000)
      shares of Earth Search Sciences, Inc. common stock (ESSE.OB).  The
      stock will be sold to satisfy the terms of this Note.  If the sale
      does not satisfy the Note the Holder may declare the entire principal balance
      and accrued unpaid interest immediately due, without notice.  Failure
      to exercise this option shall not constitute a waiver of the right to exercise
      the option in the event of any subsequent default.  Maker agrees to
      pay all costs and expenses, subject to any limits under applicable law, incurred
      by Holder, including attorneys’ fees and legal expenses whether or not there is
      a lawsuit.  This includes attorneys’ fees and legal expenses incurred
      in collecting any delinquent payments, enforcing other covenants, for suit
      or
      foreclosure proceedings, for any bankruptcy proceedings (including efforts
      to
      modify or vacate any automatic stay or injunction), for appeals, and for any
      anticipated post-judgement collection services.  In the event the
      Maker, any or all, file bankruptcy and Holder is required to incur attorneys
      fees and costs relative to the bankruptcy, Holder’s attorney fees and costs
      shall be allowed by Title 11 of the United States Code Chapter 506 and related
      provisions.

    


    GENERAL
      PROVISIONS:  Notwithstanding any other provision in this Note
      or in any instrument given to evidence or secure the obligations evidenced
      hereby, (I) the rates of interest and the charges provided herein and therein
      shall in no event exceed the rates and charges which result in interest being
      charged at a rate equaling the maximum allowed by law, and (ii) if for any
      reason whatsoever, the Holder hereof receives as interest in connection with
      the
      transaction of which this Note is a part an amount which would result in
      interest being charged at a rate exceeding the maximum rate allowed by law,
      such
      amount or portion thereof as would otherwise be excessive interest shall
      automatically be applied toward the reduction of the unpaid principal balance
      then outstanding hereunder and not toward the payment of interest.

    


    The
      maker, sureties, guarantors, and endorsers hereof, to the extent allowed by
      law,
      severally waive presentment, demand for payment, protest and notice of dishonor,
      and consent to any and all extensions of time renewals, waivers, or
      modifications that may be granted by the Holder with respect to the payment
      or
      other provisions of this Note, and to the release of any security or any part
      thereof with or without substitution.  Presentment, notice and protest
      are waived.  The obligations under this Note are joint and
      several.

    


    MATURITY
      DATE: February 28, 2008

    


    IN
      WITNESS WHEREOF, the undersigned has caused this instrument to be
      executed this 28th day of
      February,
      2007, at Flathead County, Montana.

    


    


    
      	
              /s/
                Larry F. Vance

            	
              /s/
                Larry F. Vance

            
	
              Larry
                F Vance, Maker

            	
              Larry
                F Vance, Holder

            
	
              Earth
                Search Sciences, Inc.

            	 
	
              Chairman/CEO

            	 
	 	
              /s/
                Tami J. Story

            
	 	
              Tami
                J. Story, Holder