Exhibit 10.5




PROMISSORY/
CONVERTABLE NOTE
 
 One hundred twenty seven
thousand dollars and no cents ($127,000.00)
 (Principal
Amount)
 
 Dated:
December 22, 2009
    Executed at:
              Vista,
      California(City,
      State)
 
 FOR THE
FOLLOWING:  Loan of One hundred twenty seven thousand and no cents
($127,000.00) and other good and valuable consideration, the receipt of which is
hereby acknowledged, EcoBlu Products, Inc., (“EcoBlu”) promises to pay to Lanham
& Lanham, LLC, located at 28562 Oso Parkway, Unit D, Rancho Santa Margarita,
CA 92688; or such address as may be designated in writing by Randall J. Lanham,
Esq. or by any holder of this Note, the sum of One hundred twenty seven thousand
dollars and no cents ($127,000.00).  The repayment of this Note
(including principal and interest, if any) is due in full on or before December
22, 2012 and thereafter upon demand.
 
 This Note
shall bear a compounded interest rate of 5 percent (5%) per annum beginning
December 22, 2009 and continuing until principal and interest are fully
paid.  Until such time there will be no interest
accruing.
 
 TERMS OF
REPAYMENT:
 
 1.
              This
      Note may be prepaid in whole or in part without
  penalty.
 
 2.           The
company may settle this note by authorizing six hundred thousand (600,000) rule
144 restricted shares.
 
 3.           All
parties to this Note, including the Undersigned jointly and severally waive
presentment, notice or dishonor and diligence in collecting and all agree to
remain fully obligated under the terms of this Note even if, without notice, the
time for payment is extended; or the Note is renewed or modified; or one of the
parties is released or discharged; or the release or substitution of any
collateral given as security for the payment of the Note.
 
 4.           If
any provision herein is be determined to be unlawful, it is hereby agreed that
this Note shall remain in full force and effect and shall be construed as if the
provision determined to be unlawful was never contained herein and a reasonable
provision shall be substituted therein.  This Agreement shall be
construed and interpreted in accordance with the laws of the State of
California.
  1
  TERMS OF
CONVERSION:
 
 5.After December 22,
2011,the Holder may
make up to three demands (or, if Form S-1 or any similar short-form registration
statement is available, an unlimited number of demands) to register his/her/its
Common Stock.  The Holder will pay all registration, underwriting,
legal and other expenses, up to relating to the demand registrations, and will
provide appropriate indemnification.  Lanham & Lanham, LLC shall
have unlimited piggyback rights, subject to the Company having first priority to
issue primary shares on Company-initiated registrations. The Company will pay
all expenses, etc. relating to the piggyback registrations, and will provide
appropriate indemnification.
 
 
 AGREED:                                                                           WITNESS:
 ECOBLU PRODUCTS, INC.
 
  
 /s/ Steve
Conboy                                
/s/Mark
Vuozzo
 Steve Conboy, President
 
 
 AGREED:
 LANHAM & LANHAM, LLC
 
 
 
 
 /s/ Randall J.
Lanham
 Randall J. Lanham