Exhibit 10.20








Exhibit 10.20




PROMISSORY NOTE




	 	 	 
	St. Louis, Missouri

	 	September 1, 2010






For value received, the undersigned, CleanTech Biofuels, Inc. (“Borrower”), hereby promises to pay to the order of CMS
Acquisition, LLC. or its assigns (“Lender”), One Hundred Thousand Dollars and no cents ($100,000.00) together, with
interest from the date hereof until this Note is fully paid, on the principal amount hereunder remaining unpaid from
time to time, at such rates as set forth below. All unpaid principal hereof and any unpaid interest accruing thereon
shall be due and payable at the first to occur of (i) the 28th day of February, 2011 or (ii) the date that Borrower
obtains Five Hundred Thousand Dollars ($500,000.00) in borrowings or new investment (the first to occur is hereinafter
referred to as the “Maturity Date”).



The principal amount outstanding under this Note shall accrue interest daily (calculated on the basis of the actual
number of days elapsed over a year of 365 days) at the rate of six percent (6.00%) per annum. Upon the occurrence of
an Event of Default (as defined in the Security Agreement between Borrower and Lender of even date herewith), and the
expiration of any applicable grace period and/or if sooner the occurrence of the Maturity Date, the entire unpaid
principal balance of this Note will bear interest at the rate of nine percent (9.00%) per annum, until such time, if
any, as the Event of Default is cured. The interest payable under this Note shall in no event exceed the maximum rate
permissible under applicable law. All payments on this Note (including, without limitation, any and all prepayments on
this Note, and any and all proceeds applied to this Note from any foreclosure against the property that has been
pledged as security for this Note) shall be applied in the following order: (i) first to the accrued and unpaid costs
and expenses under the Note, (ii) then to accrued but unpaid interest, and (iii) lastly to the outstanding principal
hereunder.



This Note is secured with the pledge of certain assets of Borrower pursuant to a Security Agreement of even date
herewith (the “Security Agreement”). Upon the occurrence of an Event of Default under this Note or the Security
Agreement, and after the lapse of any applicable period of cure, the outstanding principal balance hereunder, together
with any accrued but unpaid interest, shall become immediately due and payable and without demand or notice of every
kind (which are hereby expressly waived by Borrower). Borrower hereby agrees to pay all costs of collection, including
reasonable attorneys’ fees, if this Note is not paid when due, whether or not legal proceedings are commenced.
Presentment or other demand for payment, protest, notice of dishonor, notice of protest, notice of acceleration of
maturity, or right to notice of any other kind are expressly waived by Borrower. The remedies of Lender as provided
herein shall be cumulative and concurrent, and may be pursued singularly, successively or together, in the sole
discretion of Lender, and may be exercised as often as occasion therefore shall arise.


 


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THIS NOTE HAS BEEN DELIVERED AND ACCEPTED AT AND SHALL BE DEEMED TO HAVE BEEN MADE AT ST. LOUIS, MISSOURI. THIS NOTE
SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF MISSOURI (WITHOUT REFERENCE TO CONFLICTS OF LAW PRINCIPLES).



Any term of this Note may be amended or modified only with the written consent of Borrower and Lender. No failure or
delay on the part of Lender in exercising any right, power or privilege hereunder and no course of dealing between
Lender and Borrower shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or
privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or
privilege. A waiver of any right under this Note shall be effective against Lender if and only if such waiver is in
writing. Any waiver, express or implied, of any breach or default shall not be considered a waiver of any subsequent
breach or default. Whenever possible each provision of this Note shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this Note shall be or become prohibited or invalid under
applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity without
invalidating the remainder of such provision or the remaining provisions of this Note.



The undersigned, individual by signing this Note represents and warrants that he has been duly authorized to enter
into this Note on behalf of Borrower and that Borrower has authorized the borrowing evidenced by this Note.



This Note and all other written agreements between the parties hereto constitute the entire agreement between the
parties and there are no oral agreements between the parties. Said written agreements may only be amended by written
amendments signed by the parties to be bound by such amendments. The following is added pursuant to Section 432.045,
R.S.Mo., and as used below “borrower(s)” shall mean Maker and “creditor” shall mean Holder:




“Oral agreements or commitments to loan money, extend credit or to forbear from enforcing repayment
of a debt including promises to extend or renew such debt are not enforceable. To protect you
(borrower(s)) and us (creditor) from misunderstanding or disappointment, any agreements we reach
covering such matters are contained in this writing (and in any other written agreements between the
parties), which is the complete and exclusive statement of the agreement between us, except as we may
later agree in writing to modify it.”



In Witness Whereof, Borrower has caused this Note to be executed and delivered by its duly authorized officer as
of the day and year and at the place set forth above.



CLEANTECH BIOFUELS, INC.




By:                                                                

Edward P. Hennessey, President





 


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