EXHIBIT
      10.01

     

    THE
      SECURITIES REPRESENTED BY THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE UNITED
      STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR UNDER THE
      PROVISIONS OF ANY APPLICABLE STATE SECURITIES LAWS, BUT HAVE BEEN ACQUIRED
      BY
      THE REGISTERED HOLDER HEREOF FOR PURPOSES OF INVESTMENT AND IN RELIANCE ON
      STATUTORY EXEMPTIONS UNDER THE 1933 ACT, AND UNDER ANY APPLICABLE STATE
      SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR
      ASSIGNED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER THE PROVISIONS OF THE
      1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EFFECTIVE
      REGISTRATION STATEMENT.


    


    PROMISSORY
      NOTE

    


    San
      Francisco, California

    Date
      of
      Issuance: July 24, 2007

    


    FOR
      VALUE
      RECEIVED, ECO2
      PLASTICS, INC.,
      a
      Delaware corporation (the “Promisor”)
      hereby
      promises to pay to the order of ____________________ (“Promisee”),
      (the
“Holder”),
      in
      lawful money of the United States at the address of the Holder set forth herein,
      the principal amount of Seven Hundred Fifty Thousand Five Hundred Dollars
      ($750,500) (the “Note
      Amount”),
      together with Interest, as defined below. This Promissory Note (“Note”)
      has
      been executed by the Promisor on the date set forth above (the “Effective
      Date”).
      

    


    1. Interest.
      Interest shall accrue at fifteen percent (15%) per annum on the outstanding
      principal amount of this Note (the “Interest”). Upon the occurrence of an Event
      of Default and for so long as such Event of Default continues, Interest shall
      accrue on the outstanding Note Amount at the rate of fifteen percent (15%)
      per
      annum (the “Default
      Interest Rate”).
      

    


    2. Maturity
      Date.
      All
      or
      any portion of the Note Amount, any accrued Interest thereon and all other
      sums
      due hereunder, shall be due and payable on demand ninety (90) days from the
      Effective Date (the “Maturity
      Date”).

    


    3.   Payments.
      

    


    3.1.  The
      Promisor shall make equal monthly installment payments beginning on the Maturity
      Date in accordance with the terms and conditions of this Note.

    


    3.2.  Borrower
      will make an installment payment on or prior to the sixth (6th)
      day of
      each month beginning on the Maturity Date until the principal and Interest
      have
      been paid in full.

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    4. Application
      of Payments.
      

    


    4.1. Except
      as
      otherwise expressly provided herein, payments under this Note shall be applied,
      (i) first to the repayment of any sums incurred by the Holder for the payment
      of
      any expenses in enforcing the terms of this Note, (ii) then to the payment
      of
      the Default Interest Rate, and (iii) then to the reduction of the Note
      Amount.

    


    4.2.   The
      Promisor may prepay all or any part of the principal without
      penalty.

    


    4.3. Upon
      payment in full of the Note Amount and applicable accrued and unpaid Interest
      thereon, this Note shall be marked “Paid in Full” and returned to the
      Promisor.

     

    5. Waiver
      of Notice.
      The
      Promisor hereby waives diligence, notice, presentment, protest and notice of
      dishonor.

    


    6. Transfer.
      This
      Note may not be transferred by the Holder at any time without the written
      consent of the Promisor.

    


    7. Events
      of Default.
      The
      occurrence of any of the following events (each an “Event
      of Default”),
      not
      cured in any applicable cure period, shall constitute an Event of Default of
      the
      Promisor:

    


    7.1. a
      breach
      of any representation, warranty, covenant or other provision of this Note,
      which, if capable of being cured, is not cured within three (3) days following
      notice thereof to the Company; and

     

    7.2. the
      application for the appointment of a receiver or custodian for the Promisor
      or
      the property of the Promisor, (ii) the entry of an order for relief or the
      filing of a petition by or against the Promisor under the provisions of any
      bankruptcy or insolvency law, (iii) any assignment for the benefit of creditors
      by or against the Promisor, or (iv) the insolvency of the
      Promisor.

    


    Upon
      the
      occurrence of any Event of Default that is not cured within any applicable
      cure
      period, if any, the Holder may elect, by written notice delivered to the
      Promisor, to take at any time any or all of the following actions: (i) declare
      this Note to be forthwith due and payable, whereupon the entire unpaid Note
      Amount, together with all accrued and unpaid Interest thereon (including the
      Default Interest Rate), and all other cash obligations hereunder, shall become
      forthwith due and payable, without presentment, demand, protest or any other
      notice of any kind, all of which are hereby expressly waived by the Promisor,
      anything contained herein to the contrary notwithstanding, and (ii) exercise
      any
      and all other remedies provided hereunder or available at law or in
      equity. 

    


    If
      an
      Event of Default occurs by the Promisor, the Promisor agrees to pay, in addition
      to the Note Amount, reasonable attorneys' fees and any other reasonable costs
      incurred by the Holder in connection with its pursuit of its remedies under
      this
      Note.

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    8. Miscellaneous.

    


    8.1 Successors
      and Assigns.
      Subject
      to the exceptions specifically set forth in this Note, the terms and conditions
      of this Note shall inure to the benefit of and be binding upon the respective
      executors, administrators, heirs, successors and permitted assigns of the
      parties. This Note (or a portion hereof) may be assigned by the Holder without
      the consent of the Promisor.

    


    9.2 Loss
      or Mutilation of Note.
      Upon
      receipt by the Promisor of evidence satisfactory to the Promisor of the loss,
      theft, destruction or mutilation of this Note, together with indemnity
      reasonably satisfactory to the Promisor, in the case of loss, theft or
      destruction, or the surrender and cancellation of this Note, in the case of
      mutilation, the Promisor shall execute and deliver to the Holder a new
      promissory note of like tenor and denomination as this Note.

    


    9.3 Notices.
      Any
      notice, demand, offer, request or other communication required or permitted
      to
      be given pursuant to the terms of this Note shall be in writing and shall be
      deemed effectively given the earlier of, (i) when received, (ii) when delivered
      personally, (iii) one business day after being delivered by facsimile (with
      receipt of appropriate confirmation), (iv) one (1) business day after being
      deposited with an overnight courier service, or (v) four (4) days after being
      deposited in the Global Priority Mail with postage prepaid, and addressed to
      the
      recipient at the addresses set forth below unless another address is provided
      to
      the other party in writing:

     

    If
      to
      Promisee, to:


    ________________________

    ________________________

    ________________________

    ________________________

    


    if
      to
      the Promisor, to:


    ________________________

    ________________________

    ________________________

    ________________________

    


    with
      a
      copy to:

    


    The
      Otto
      Law Group, PLLC

    601
      Union
      Street, Suite 4500

    Seattle,
      WA 98101

    Attn:
       David
      M.
      Otto

    Fax: (206)
      262-9513

    


    9.4 Governing
      Law.
      This
      Note shall be governed in all respects by the laws of the State of California
      as
      applied to agreements entered into and performed entirely within the State
      of
      California by residents thereof, without regard to any provisions thereof
      relating to conflicts of laws among different jurisdictions.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    9.5 Waiver
      and Amendment.
      Any
      term of this Note may be amended, waived or modified only with the written
      consent of the Promisor and the Holder.

    


    9.6 Remedies;
      Costs of Collection; Attorneys' Fees.
      No
      delay or omission by the Holder in exercising any of its rights, remedies,
      powers or privileges hereunder or at law or in equity and no course of dealing
      between the Holder and the undersigned or any other person shall be deemed
      a
      waiver by the Holder of any such rights, remedies, powers or privileges, even
      if
      such delay or omission is continuous or repeated, nor shall any single or
      partial exercise of any right, remedy, power or privilege preclude any other
      or
      further exercise thereof by the Holder or the exercise of any other right,
      remedy, power or privilege by the Holder. The rights and remedies of the Holder
      described herein shall be cumulative and not restrictive of any other rights
      or
      remedies available under any other instrument, at law or in equity. If an Event
      of Default occurs, the Promisor agrees to pay, in addition to the Note Amount
      and any Interest payable thereon, reasonable attorneys' fees and any other
      reasonable costs incurred by the Holder in connection with its pursuit of its
      remedies under this Note.

    


    [Signature
      page to follow]

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

       

    

    IN
      WITNESS WHEREOF, Promisee and the Promisor has caused this Note to be signed
      on
      the Effective Date.

     

    
      	 	 	 
	 	
              ECO2
                PLASTICS, INC.

            
	 
 	 
  
              	 
 
	
            	
            	 
	 	
              
Name:
              Rodney S. Rougelot
	 	Title:
              Chief Executive Officer



      	 	 	 
	 	THE
              HOLDER
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Its:

            


    

    


    
      
        
        

      

      
        5