ex10-5.htm


     

    
      

      

    

    
      
        	
                USD$250,000

              	
                  

              	
                San
      Diego, California

              
	 
      	
                  

              	
                January
      ___, 2009

              


      

       

      PROMISSORY
NOTE

       

          FOR VALUE RECEIVED,
Ethos Environmental, Inc., a Nevada corporation (the “Payor”) hereby
unconditionally promises to pay to the order of Dick F. Chase (the “Payee”), the
principal amount of TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000). All amounts
payable hereunder shall be payable to Payee in United States dollars at such
bank account as shall be designated by the Payee in immediately available funds
or as otherwise specified to Payor in writing. The principal amount is due and
payable on December 31, 2009 (the “Maturity Date”).

       

          INTEREST
RATE:  The Promissory Note (the “Note”) shall bear interest an
annual rate of 12% payable monthly in arrears and be payable in monthly
installments of two thousand five hundred dollars ($2500.00) beginning January
1, 2009 and continuing the Maturity Date.

       

          BORROWER'S PRE-PAYMENT
RIGHT:  Payor may at any time and from time to time prepay the
principal amount, in whole or in part, without premium or penalty.

       

          PLACE FOR PAYMENT. 
Borrower promises to pay to the order of Payee at the place for payment and
according to the terms for payment the principal amount plus interest at the
rates stated above. All unpaid amounts shall be due by the final scheduled
payment date.

       

          DEFAULT AND ACCELERATION
CLAUSE.  If Borrower defaults in the payment of this Note or in the
performance of any obligation, and the default continues after Payee gives
Borrower notice of the default, all sums owing on this Note shall bear interest
until paid in full at a rate per annum equal to the Interest Rate plus ten
percent (10.00%) (the “Default Rate”).

       

          FORM OF PAYMENT. 
Any check, draft, Money Order, or other instrument given in payment of all or
any portion hereof may be accepted by the holder and handled in collection in
the customary manner, but the same shall not constitute payment hereunder or
diminish any rights of the holder hereof except to the extent that actual cash
proceeds of such instruments are unconditionally received by the payee and
applied to this indebtedness in the manner elsewhere herein
provided.

       

          ATTORNEY'S FEES. 
If this Note is given to an attorney for collection or enforcement, or if suit
is brought for collection or enforcement, or if it is collected or enforced
through probate, bankruptcy, or other judicial proceeding, then Borrower shall
pay Payee all costs of collection and enforcement, including reasonable
attorney's fees and court costs in addition to other amounts due.

       

      SEVERABILITY.  If any
provision of this Note or the application thereof shall, for any reason and to
any extent, be invalid or unenforceable, neither the remainder of this Note nor
the application of the provision to other persons, entities or circumstances
shall be affected thereby, but instead shall be enforced to the maximum extent
permitted by law.

       

      BINDING EFFECT.  The
covenants, obligations and conditions herein contained shall be binding on and
inure to the benefit of the heirs, legal representatives, and assigns of the
parties hereto.

       

      DESCRIPTIVE HEADINGS. 
The descriptive headings used herein are for convenience of reference only and
they are not intended to have any effect whatsoever in determining the rights or
obligations under this Note.

       

      CONSTRUCTION.  The
pronouns used herein shall include, where appropriate, either gender or both,
singular and plural.

       

      GOVERNING LAW.  This Note
shall be governed, construed and interpreted by, through and under the Laws of
the State of California.  

       IN
WITNESS THEREOF, each of the undersigned has executed this Promissory Note in
favor of the Payee.

      


      ETHOS
ENVIRONMENTAL, INC.

      


      


      Dated:
_______________                                                _______________________________

      By: Corey
Schlossmann

      Its:
President

      

        
          
             


          

          
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