ex10-7.htm


     

    
      

      

    

    
      THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A
VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE
OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT
RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY
THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF
1933.

       

      SECURED CONVERTIBLE
PROMISSORY NOTE


      
        
          	
                  $_______

                	
                                  __________,200__

                
	 	
                  San
      Diego, California

                


        

      

                  

      For value
received, Ethos Environmental, Inc., a Nevada corporation (the “Company”),
promises to pay to __________________ (the “Holder”), theprincipal  of
__________ ($_______). Interest shall accrue from the date of this Note on the
unpaid principal amount at 12% per annum. This Note is one of a series of
Secured Convertible Promissory Notes (the “Notes”) containing substantially
identical terms and conditions issued under that certain Securities Purchase
Agreement dated concurrently herewith (the “Purchase
Agreement”).

       

      1. Maturity. Unless converted, this
Note will be due and payable on ____________ (the “Maturity Date”).
Accrued interest shall be due and payable on the Maturity Date. Notwithstanding
the foregoing, the unpaid principal of this Note, and any interest, shall become
immediately due and payable upon the insolvency of the Company, the commission
of any act of bankruptcy by the Company, the execution by the Company of a
general assignment for the benefit of creditors, the filing by or against the
Company of a petition in bankruptcy, or the appointment of a receiver or trustee
to take possession of the assets of the Company.

       

             
2. Conversion.

       

              (a)          Conversion
by Holder. The entire principal
amount of this Note and any accrued interest may be converted into shares of the
Company’s common stock by election of the Holder at any time during the term of
this Note. The number of shares to be issued upon such conversion shall be
determined by dividing (i) the entire principal amount of this Note plus any
accrued interest by (ii) 0.25, rounded up to the nearest whole
share.

       

              (b)           Conversion
by the Company. The Company may convert
the entire principal amount of this Note, including accrued interest into shares
of the Company’s common stock if the closing price of the Company’s stock as
reported on the Over the Counter Markets is $0.50 or more for 15 consecutive
trading days. The number of shares to be issued upon such conversion shall be
determined by dividing (i) the entire principal amount of this Note plus any
accrued interest by (ii) 0.25, rounded up to the nearest whole
share.

       

              (c)    Mechanics
and Effect of Conversion. Upon conversion of this
Note, the Holder shall surrender this Note at the principal offices of the
Company or any transfer agent of the Company. At its expense, the Company will,
as soon as practicable issue and deliver to Holder, a certificate or
certificates for the number of shares to which such Holder is entitled upon
conversion. Upon conversion of this Note, the Company will be released from all
of its obligations under this Note.

       

      
        
           

        

        
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      4. Payment. All payments shall be
made in lawful money of the United States of America at such place as the Holder
hereof may from time to time designate in writing to the Company. Payment shall
be credited first to the accrued interest and the remainder applied to
principal.

       

      5. Transfer;
Successors and Assigns.  The Holder may not
assign, pledge, or otherwise transfer this Note without the prior written
consent of the Company.

       

      6. Governing
Law. This
Note and the rights and obligations of the parties hereto shall be governed in
accordance with the laws of the State of California.

       

      7.  Notices. Any notice required or
permitted by this Agreement shall be in writing and shall be deemed sufficient
upon receipt, when delivered personally or by courier, overnight delivery
service or confirmed facsimile, or 48 hours after being deposited in the U.S.
mail as certified or registered mail with postage prepaid, if such notice is
addressed to the party to be notified at such party’s address or facsimile
number as set forth below or as subsequently modified by written
notice.

       

      8.  Amendments
and Waivers. This Note may be amended
only with the written consent of the Company.

       

      9. Security
Interest. This Note is secured by
certain assets of the Company in accordance with a separate security agreement
(the “Security
Agreement”) of even date herewith between the Company and the Holder. In
case of an Event of Default (as defined in the Security Agreement), the Holder
shall have the rights set forth in the Security Agreement.

       

      10.  Action to
Collect on Note. If action is instituted
to collect on this Note, the Company promises to pay all costs and expenses,
including reasonable attorney’s fees, incurred in connection with such
action.

       

      11.  Loss of
Note. Upon
receipt by the Company of evidence satisfactory to it of the loss, theft,
destruction or mutilation of this Note or any Note exchanged for it, and
indemnity satisfactory to the Company (in case of loss, theft or destruction) or
surrender and cancellation of such Note (in the case of mutilation), the Company
will make and deliver in lieu of such Note a new Note of like
tenor.

       

       

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      COMPANY:

       

      ETHOS
ENVIRONMENTAL, INC.

       

       

      By:
_________________________________

             Corey
Schlossmann, CEO

       

       

      Address
& Fax for Notice:

       

      6800
Gateway Park Drive

      San
Diego, Ca 92154

      Fax:
619.575.9300

      

        
          
             


          

          
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