EX-4.12






Exhibit 4.12




EXECUTION COPY




CHANGING WORLD TECHNOLOGIES, INC.




PROMISSORY NOTE




			
	$400,000
	 	As of December 30, 2008






     FOR VALUE RECEIVED, Changing World Technologies, Inc., a Delaware corporation (the
“Obligor”), hereby unconditionally promises to pay to Eizel 33, LLC (the “Payee”),
the principal amount set forth in Section 2 hereto, as the same may be modified or amended from
time to time with the consent of the Obligor and the Payee, together with interest thereon as
provided in Section 1 hereto, on the Maturity Date (as defined below), on the terms and subject to
the conditions provided herein. Reference is made to that certain Collateral, Agency and
Intercreditor Agreement dated on or about the date hereof (as the same may be amended, modified,
supplemented or restated from time to time, the “Agreement”) among the Obligor, Resource
Recovery Corporation, a Delaware corporation, the Payee, certain other creditors of the Obligor
party thereto (together with the Payee, collectively, the “Secured Creditors” and each,
individually, a “Secured Creditor”), and Ira B. Silver, in his capacity as collateral agent
for the Secured Creditors (in such capacity, the “Agent”). The Obligor agrees, the Payee,
by accepting this Note, agrees, and all subsequent holders of this Note each agree, that certain
rights and obligations of the Obligor and the Payee hereunder are governed by and are subject to
the terms of the Agreement, to the extent set forth therein, and in the event that there is any
inconsistency between the terms contained in this Note and the terms contained in the Agreement,
the terms contained in the Agreement shall prevail.



     1. Interest. From the date hereof until (but not including) the date this Note is paid
in full, interest shall accrue on the outstanding principal amount of this Note at a rate per annum
equal to eighteen 18% percent (the “Rate”) compounded annually on each anniversary of the
date hereof. The payment of accrued interest hereunder shall be deferred to the Maturity Date or to
any other date when the unpaid principal amount hereof is declared or becomes due and payable. The
amount of accrued interest so deferred will bear interest at the Rate, to the extent that payment
of such interest is lawful, until paid in full. Upon the occurrence and during the continuance of
an Event of Default (as defined below), the unpaid principal amount of this Note and, to the extent
permitted by applicable law, any interest payments or any fees or other amounts owed hereunder,
shall thereafter bear interest (including post petition interest in any proceeding under any
applicable bankruptcy laws, whether or not allowed in such a proceeding) payable on demand at a
rate that is two percent (2.0%) per annum in excess of the Rate otherwise applicable thereto
pursuant to the first sentence of this Section 1 (the “Default Rate”). Interest payable pursuant
hereto shall be calculated on the basis of a 360-day year for the actual days elapsed.



     2. Loan. On the terms and subject to the conditions contained in this Note, the
principal amount of this Note shall be made available to the Obligor in a single drawing on the



[Signature Page to Promissory Note]




 









 







day hereof in the aggregate principal amount equal to Four Hundred Thousand $400,000 Dollars (the
“Loan”).



By executing and delivering this Note, the Obligor hereby certifies that all conditions
precedents set forth in Section 3 have been satisfied and requests the Payee to make the Loan under
this Note on the date hereof and to deposit the proceeds thereof to the following account:




	 	 	 
	Company Name:

	 	 Changing World Technologies, Inc.
	 
	 	 
	Company Address:

	 	 460 Hempstead Avenue
	 

	 	 West Hempstead, NY 11552
	 
	 	 
	Phone Number:

	 	 516-486-0100
	 
	 	 
	Fax Number:

	 	 516-486-0460
	 
	 	 
	EMAIL Address:

	 	 clane@changingworldtech.com
	 
	 	 
	Authorized Person:

	 	 Christopher Lane
	 
	 	 
	Title:

	 	 Director of Financial Planning
	 
	 	 
	Bank Name:

	 	 JPMorgan Chase
	 
	 	 
	ABA (Bank Routing) Number:

	 	 021000021
	 
	 	 
	Account Number:

	 	 957218400






     3. Conditions to Loan. The obligation of the Payee to make the Loan hereunder is
subject to the satisfaction of the following conditions precedent:




     (a) Note. The Payee shall have received this Note, duly executed and delivered by the
Obligor;




     (b) Agreement. Each party to the Agreement shall have executed same, and the Payee
shall have received a true and complete copy thereof;




     (c) Other Loan Documents. The Payee shall have received a true and complete, fully
executed copy of each other Loan Document to be executed and delivered on or about the date hereof;




     (d) Perfection of Liens. The Agent shall have obtained a perfected first priority lien
on and security interest in all Collateral as to which perfection may be obtained by the filing of
a UCC financing statement;



 









 







     (e) Consummation of Other Loans. Each other Secured Creditor that is
lending money to the Obligor concurrently with the extension of the Loan shall have
consummated such transaction and the Obligor shall have received all
of the proceeds of such other
loans; and




     (f) Compliance. Both before and after giving effect to the Loan, (i) no Default or
Event of Default shall have occurred and be continuing, and (ii) each of the representations and
warranties made by the Obligor herein or in any other Loan Document shall be true and correct in
all material respects (to the extent not otherwise qualified by materiality) on and as of such
date, except for representations and warranties expressly stated to relate to a specific earlier
date, in which case such representations and warranties shall be true and correct as of such
earlier date.



     4. Representations and Warranties. To induce the Payee to make the Loan, the Obligor
hereby represents and warrants to the Payee that:




     (a) Corporate Existence; Compliance with Law. The Obligor (i) is duly organized,
validly existing and in good standing under the laws of the jurisdiction of its organization, (ii)
has the corporate power and authority, and the legal right, to own and/or lease and operate its
property and to conduct the business in which it is currently engaged, (iii) is duly qualified to
do business as a foreign entity and is in good standing under the laws of each jurisdiction where
its ownership, lease or operation of property or the conduct of its business requires such
qualification, (iv) is in material compliance with all
requirements of law and (v) has all consents,
licenses and authority necessary to execute this Note.




     (b) Corporate Power; Authorization; Enforceable Obligations. The Obligor has the
corporate power and authority, and the legal right, to make, deliver and perform the Loan Documents
and to borrow hereunder. The Obligor has taken all necessary corporate or other necessary actions
to authorize the execution, delivery and performance of the Loan Documents and to authorize the
borrowing on the terms and conditions of this Note. All consents or authorization of, filing with,
notice to or other act by or in respect of, any governmental authority or any other person, to the
extent required in connection with the borrowings hereunder or the execution, delivery,
performance, validity or enforceability of this Note or any of the other Loan Documents have been
obtained or made, as applicable. Each Loan Document has been duly executed and delivered on behalf
of the Obligor. This Note constitutes, and each other Loan Document upon execution will constitute,
a legal, valid and binding obligation of the Obligor, enforceable against the Obligor in accordance
with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally
and by general equitable principles (whether enforcement is sought by proceedings in equity or at
law).




     (c) No Default; Non-Contravention. The Obligor is not in violation or default of any
provisions of its Certificate of Incorporation or Bylaws or, to its knowledge, of any instrument,
judgment, order, writ, decree, mortgage, indenture, lease, license or contract to which it is a
party or by which it is bound, except as would not reasonably be expected to have, either
individually or in the aggregate, a material adverse effect on the condition, business, assets,
properties, rights, results of operations or prospects of the Obligor or any of its subsidiaries (a
“Material Adverse Effect”). The execution, delivery,
and performance of the Loan Documents and the



 









 







consummation of the transactions contemplated thereby will not result in any such violation or
be in conflict with or constitute, with or without the passage of time and giving of notice, either
a default under any such provision, instrument, judgment, order, writ, decree or contract, or an
event which results in the creation of any lien, charge, or encumbrance upon any assets of the
Obligor or the suspension, revocation, impairment, forfeiture, or nonrenewal of any material
permit, license, authorization, or approval applicable to the Obligor, its business or operations,
or any of its assets or properties, except as would not reasonably be expected to have, either
individually or in the aggregate, a Material Adverse Effect.




     (d) Title to Assets; No Encumbrances. With respect to the property and assets it owns,
the Obligor owns such property and assets free and clear of all mortgages, liens, loans, pledges,
security interests, claims, equitable interests, charges, and encumbrances, except such
encumbrances and liens which arise in the ordinary course of business and do not impair in any
material respect the Obligor’s ownership or use of such property or assets. With respect to the
property and assets it leases, the Obligor is in compliance with such leases and, to its knowledge,
holds a valid leasehold interest free of any liens, claims, or encumbrances.




     (e) Securities Matters. Neither the Obligor nor any of its agents has engaged in any
form of general solicitation or general advertising (within the meaning of Regulation D promulgated
under the Securities Act of 1933, as amended) in connection with the transactions contemplated by
the Loan Documents.




     (f) Indebtedness. As of the date hereof, the Obligor has no indebtedness for borrowed
money, other than the indebtedness owing to the other Secured Creditors and evidenced by the
promissory notes executed by the Obligor on or about the date hereof and payable to each such other
Secured Creditor, nor has it guaranteed or agreed to be liable for the payment of any such
indebtedness of any other person or entity and the Obligor has no obligation or agreement to incur
any indebtedness for borrowed money.




     (g) No Legal Bar. The execution, delivery and performance of this Note and the other
Loan Documents, the borrowing hereunder and the use of the proceeds thereof will not violate any
requirement of law.




     (h) Use of Proceeds. The proceeds from the Loan will be used by the Obligor for
general corporate purposes.



     5. Payment. The full outstanding principal amount of this Note, together with all
accrued and unpaid interest hereunder, shall become due and payable on the Maturity Date. All
monies due hereunder shall be paid in the currency in which this Note is denominated. If any
payment on this Note shall be due on a Saturday, Sunday or public holiday, it shall be payable on
the next succeeding Business Day. Upon final payment of the full outstanding principal amount of
this Note, together with all accrued and unpaid interest hereunder, this Note shall be surrendered
to the Obligor for cancellation. Subject to the terms of the Agreement, all payments hereunder
shall be applied to accrued and unpaid interest and to outstanding principal in such order as
determined by Payee in its sole discretion.



 









 





     6. Prepayment. Subject to the terms of the Agreement, the Obligor may, at its option,
prepay this Note, in whole or in part, at any time or from time to time without penalty or premium.
Any prepayment of any portion of the principal amount of this Note shall be accompanied by payment
of accrued and unpaid interest through the date of prepayment with respect to the principal amount
being prepaid.



     7. Security. This Note and payments of principal and interest and all other
obligations with respect to this Note are secured to the extent provided by the Agreement.



     8. Taxes. The Obligor shall make all payments, whether on account of principal,
interest, fees or otherwise, free of and without deduction or withholding for any present or future
taxes, duties or other charges (“Taxes”). If the Obligor is compelled by law to deduct or withhold
any Taxes it shall promptly pay to the Payee such additional amount as is necessary to ensure that
the net amount received by the Payee is equal to the amount payable by the Obligor had there been
no deduction or withholding.



     9. Definitions. In this Note, the following terms shall have the
following meanings:




     (a) “Business Day” means any day other than a Saturday, Sunday or other day on which
commercial banks in New York City are authorized or required by law to close.




     (b) “Collateral” shall mean, collectively, “Collateral” as such term is defined in the
Agreement, and all other property and interests in property in which the Agent shall have been
granted a lien or security interest to secure the Obligations.




     (c) “Dollars” and “$” means the lawful currency of the United States of America.




     (d) “Loan Documents” means the Note, the Agreement, and each other document, instrument or
agreement nor or hereafter executed or delivered by the Obligor in connection with the Obligations,
as each may be amended, modified, supplemented or restated from time to time.




     (e) “Maturity Date” means the earlier to occur of March 31, 2009 and the date on which the
consummation of an initial public offering of the Obligor’s securities shall have occurred.




     (f) “Obligations” shall mean all obligations, liabilities and indebtedness of the Obligor to
the Payee or the Agent, in each case arising from or relating to the Note, the Agreement or any of
the other Loan Documents, including without limitation interest on and principal of the Note, all
fees payable in connection therewith, and all out-of-pocket costs and expenses (including
reasonable attorney’s fees and disbursements) paid or incurred by the Payee or the Agent in
connection therewith, or in enforcing any rights hereunder or thereunder, whether absolute or
contingent, secured or unsecured, matured or unmatured.




     (g) “Proceeding” means any voluntary or involuntary insolvency, bankruptcy, receivership,
custodianship, liquidation, dissolution, reorganization, assignment for the benefit of creditors,
appointment of a custodian, receiver, trustee or
other officer with similar powers or any other proceeding for the liquidation, dissolution or
other winding up of a person.



 









 





     10. Events of Default.




     (a) The occurrence of any one or more of the following events shall constitute an Event of
Default (an “Event of Default”) under this Note: (i) the failure to pay principal of or interest on
this Note when due; (ii) any representation or warranty made by the Obligor herein or in any other
Loan Document shall be inaccurate in any material respect (or, to the extent such representation or
warranty is by its terms subject to a materiality standard, in all respects) on or as of the date
made or deemed made or furnished, (iii) the commencement of a proceeding against the Obligor for
dissolution or liquidation, or the voluntary or involuntary termination or dissolution of the
Obligor; (iv) insolvency of, the appointment of a custodian, trustee, liquidator or receiver for
any of the property of, an assignment for the benefit of creditors by, or the filing of a petition
under any bankruptcy, insolvency or debtor’s relief law, or for any readjustment of indebtedness,
composition or extension by or against the Obligor; or (v) any failure by the Obligor to perform or
comply with any material term or condition contained in the Agreement or in any of the other Loan
Documents, any breach or default thereunder or written repudiation or assertion of the invalidity
of the liens granted therein. The Obligor agrees that upon an Event of Default under this Note,
then, subject to the terms of the Agreement, the entire unpaid principal balance of and interest on
this Note, after written notice by the Agent to the Obligor, shall immediately become due and
payable; provided, however, that upon the occurrence of an Event of Default described in any of
clauses (i), (iii) and (iv) above the unpaid balance and accrued but unpaid interest shall become
due and payable without notice or demand.




     (b) If an Event of Default occurs, the Obligor agrees to pay to the Agent, for the ratable
benefit of the Payee, all expenses of the Payee, or incurred by the Agent on behalf of the Payee,
including reasonable attorneys’ fees, in enforcing and collecting this Note. The Obligor shall
reimburse the Agent for any and all costs and expenses, including reasonably attorneys fees and
expenses, incurred by the Agent in taking any action to collect or otherwise enforce this Note or
the Agreement against the Obligor or any other person who is or may become liable thereunder. All
such costs and expenses shall be repayable to the Agent on demand within reasonable period of time
but in any event not later than three (3) Business Days from the date of demand thereof, with
interest at the Default Rate from the date incurred by the Agent to the date paid.



     11. Assignment. Subject to the compliance with requirements of law, including, without
limitation, any applicable securities law, the Payee shall have the right at any time to sell,
assign, transfer, negotiate or pledge, all or any part of the Payee’s interest in this Note,
provided any such assignee or transferee acknowledges in writing that certain of the terms and
conditions contained herein are subject to the terms of the Agreement, and the Obligor hereby
acknowledges and consents to any such sale, assignment, transfer, negotiation or pledge. From and
after the date of any such sale, assignment, transfer or negotiation, the party holding this Note
shall be deemed for all purposes to be the Payee hereunder and shall possess all rights as such,
including the right to further sell, assign, transfer, negotiate or pledge all or any part of its
interest in
this Note or any portion thereof held by such party, provided the same condition described in
the preceding proviso shall have been satisfied.



     12. No Waiver by Payee. No delay or omission of Payee or any other holder hereof to
exercise any power, right or remedy accruing to Payee or any other holder hereof shall impair



 









 







any
such power, right or remedy or shall be construed to be a waiver of the right to exercise any such
power, right or remedy. Subject to the terms of the Agreement, Payee’s right to cause an
acceleration of this Note for any late payment or Obligor’s failure to timely fulfill its other
obligations hereunder shall not be waived or deemed waived by Payee by Payee’s having accepted a
late payment or late payments in the past or Payee otherwise not causing an acceleration of this
Note or the Agent’s not exercising other remedies for Obligor’s failure to timely perform its
obligations hereunder. Payee shall not be obligated or be deemed obligated to notify Obligor that
Payee is requiring Obligor to strictly comply with the terms and provisions of this Note before
causing an acceleration of this Note and causing an exercise of its other remedies hereunder
because of Obligor’s failure to timely perform its obligations under this Note.



     13. Obligor Waiver; Indemnity. The Obligor hereby forever waives presentment,
presentment for payment, demand, protest, notice of protest, notice of dishonor of this Note and
all other demands and notices in connection with the delivery, acceptance, performance and
enforcement of this Note. The Obligor further agrees to indemnify and hold harmless the Payee from
any and all damages, losses, reasonable costs and expenses (including, without limitation,
attorneys’ fees and expenses) which the Payee may incur by reason of the Obligor’s failure promptly
to pay when due the indebtedness evidenced by this Note.



     14. Section Headings. Section headings appearing in this Note are for convenient
reference only and shall not be used to interpret or limit the meaning of any provision of this
Note.



     15. VENUE; CHOICE OF LAW. THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF. ALL JUDICIAL
PROCEEDINGS BROUGHT AGAINST THE OBLIGOR OR THE PAYEE ARISING OUT OF OR RELATING HERETO SHALL BE
BROUGHT IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, BOROUGH OF
MANHATTAN OR, IF THAT COURT DOES NOT HAVE SUBJECT MATTER JURISDICTION, IN ANY STATE COURT LOCATED
IN THE CITY OF NEW YORK. BY EXECUTING AND DELIVERING THIS NOTE, THE OBLIGOR, FOR ITSELF AND IN
CONNECTION WITH ITS PROPERTIES, IRREVOCABLY (A) ACCEPTS GENERALLY AND UNCONDITIONALLY THE
JURISDICTION AND VENUE OF SUCH COURTS; (B) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS; (C) AGREES
THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR
CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE ADDRESS PROVIDED NEXT TO ITS NAME ON THE SCHEDULE
I; (D) AGREES THAT SERVICE AS PROVIDED IN CLAUSE (C) ABOVE IS SUFFICIENT TO CONFER PERSONAL
JURISDICTION
OVER THE OBLIGOR IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE
AND BINDING SERVICE IN EVERY RESPECT; AND (E) AGREES THAT THE PAYEE, AND THE AGENT ON ITS BEHALF,
RETAINS THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS
AGAINST



 









 







THE OBLIGOR IN THE COURTS OF ANY OTHER JURISDICTION TO THE EXTENT THAT THE COURTS SPECIFIED ABOVE
DO NOT HAVE SUBJECT MATTER JURISDICTION.



     16. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS
RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER
OR UNDER ANY OF THE OTHER LOAN DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT
MATTER OF THIS NOTE OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF
THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY
COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS NOTE, INCLUDING CONTRACT CLAIMS, TORT CLAIMS,
BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES
THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS
ALREADY RELIED ON THIS WAIVER IN ENTERING INTO OR ACCEPTING THIS NOTE (AS THE CASE MAY BE), AND
THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO
FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT
KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.
THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER
THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 16 AND EXECUTED BY EACH OF
THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS,
SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR
AGREEMENTS RELATING TO THE LOAN MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS NOTE MAY BE FILED
AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.



     17. Successors and Assigns. This Note and all the covenants and agreements contained
herein shall be binding upon, and shall inure to the benefit of, the respective legal
representatives, heirs, successors and assigns of Obligor and Payee.



     18. No Recourse. Notwithstanding any provision of this Note to the contrary, no direct
or indirect holder of any equity interests of the Obligor (whether such holder is a limited or
general partner or otherwise), nor any affiliate of the Obligor nor any of its directors, officers,
employees, representatives, agents or other controlling persons and their respective affiliates
shall have any liability or obligation arising under this Note or
the transactions contemplated hereby.



     19. Records of Payments. The records of Payee shall be prima facie evidence of the
amounts owing on this Note.



     20. Severability. In the event any one or more of the provisions contained in this Note
should be held invalid, illegal or unenforceable in any respect, the validity, legality and



 









 







enforceability of the remaining provisions contained herein and therein shall not in any way be
affected or impaired thereby (it being understood that the invalidity of a particular provision in
a particular jurisdiction shall not in and of itself affect the validity of such provision in any
other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid,
illegal or unenforceable provisions with valid provisions the economic effect of which comes as
close as possible to that of the invalid, illegal or unenforceable provisions. Each waiver in this
Note is subject to the overriding and controlling rule that it shall be effective only if and to
the extent that (a) it is not prohibited by applicable law and (b) applicable law neither provides
for nor allows any material sanctions to be imposed against Payee for having bargained for and
obtained it.



     21. Notices. Any notice, request or other communication required or permitted to be
given hereunder shall be given in writing by delivering it against receipt for it, by depositing it
with an overnight delivery service or by depositing it in a receptacle maintained by the United
States Postal Service, postage prepaid, registered or certified mail, return receipt requested,
addressed to the respective parties as reflected in Schedule I, and will be deemed received within
three (3) business days after mailing. Obligor’s address for notice may be changed at any time and
from time to time, but only after five (5) calendar days advance written notice to the Agent and
shall be the most recent such address furnished in writing by Obligor to the Agent. Payee’s address
for notice may be changed at any time and from time to time, but only after five (5) calendar days
advance written notice to Obligor and shall be the most recent such address furnished in writing by
the Agent to the Obligor. Actual notice, however and from whomever given or received, shall always
be effective when received.



 









 





     22. ENTIRE AGREEMENT. THIS NOTE, THE AGREEMENT AND THE OTHER LOAN DOCUMENTS EMBODY THE
ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN PAYEE AND OBLIGOR WITH RESPECT TO THEIR SUBJECT MATTER
AND SUPERSEDE ALL PRIOR CONFLICTING OR INCONSISTENT AGREEMENTS, CONSENTS AND UNDERSTANDINGS
RELATING TO SUCH SUBJECT MATTER. OBLIGOR ACKNOWLEDGES AND AGREES THAT THERE IS NO ORAL AGREEMENT
BETWEEN OBLIGOR AND PAYEE WHICH HAS NOT BEEN INCORPORATED IN THIS NOTE, THE AGREEMENT, OR THE OTHER
LOAN DOCUMENTS.



     IN WITNESS WHEREOF, the undersigned has executed this Note as of the date first written above.



	 	 	 	 	 
	 	CHANGING WORLD TECHNOLOGIES, INC., as Obligor

 	 
	 	By:  	                                                  Michael J. McLaughlin
 	 
	 	 	Name:  	Michael J. McLaughlin 	 
	 	 	Title:  	CFO 	 



 









 






	 	 	 	 	 



SCHEDULE I




Notices



If to the Obligor:



Changing World Technologies, Inc.

460 Hempstead Avenue
 West
Hempstead, New York 11552

Attention: Steven A. Carlson



with a copy to:



Sam P. Israel,

Sam P. Israel, P.C.

1 Liberty Plaza

23rd floor

New York, NY 10006



If to the Payee:



                    
                                 
                              
          

(name of Payee)



then to the Agent, care of

Ira B. Silver

7 Evergreen Lane

Larchmont, NY 10538



With a copy to:



(a) for Harold Finkelstein,

Jerome Finkelstein and

Eizel 33, LLC:



Martin Luskin, Esq.

Blank Rome LLP
 405
Lexington Avenue
 New
York, NY 10174




 









 







(b) for Sterling Acquisitions, LLC:

111 Great Neck Road

Great Neck, NY 11021

Attn: Gregory P. Nero, Esq.



(c) for Gas Technology Institute:

1700 S. Mount Prospect Road

Des Plaines, IL 60018

Attn: Paul Chromek, Corporate Secretary



(d) for Weil, Gotshal & Manges LLP:

767 Fifth Avenue

New York, NY 10153

Attn: Michael King, Esq.