**EXHIBIT 10.20**

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THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE“ACT”), OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEWTO ITS DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENTUNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE DEBTOR TO THE EFFECT THAT SUCHREGISTRATION IS NOT REQUIRED.

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**UNSECURED PROMISSORY NOTE**

 

 

FOR VALUE RECEIVED,the undersigned, GreenMan Technologies, Inc., 7 Kimball Lane, Lynnfield, MA 01940, a Delaware corporation (the “Debtor”),hereby promises to pay to Dr. Allen Kahn, Apt. 7808, 175 East Delaware Place, Chicago, IL 60611 (the “Holder”),the principal sum of Two Hundred and Seventy Three Thousand and Five Hundred Dollars ($273,500.00) or such lesser principal amountthen outstanding, together with all accrued and unpaid interest thereon, by no later March 17, 2011. Interest on the principalamount of this Note will accrue from and including the date hereof until and including the date such principal amount is paid,at a rate equal to twelve percent (12%) per annum. Interest only shall be payable, in monthly installments commencing on October1, 2010 in lawful money of the United States of America, in immediately available funds. Interest shall be computed on the basisof a 360-day year and a 30-day month.

The outstanding balanceof this Note shall be rendered immediately due and payable, without the necessity of a Demand Notice, in case of any of the followingacts (individually, an “Event of Default”): (a) entry of any judgment or order against the Debtor for the payment ofmoney, if the same is not satisfied or enforcement proceedings are not stayed within sixty (60) days or if, within sixty (60) daysafter the expiration of any such stay, the judgment or order is not dismissed, discharged or satisfied; (b) appointment of a receiver,trustee, custodian or similar official, for the Debtor or any property or assets of the Debtor; (c) conveyance of any or all assetsto a trustee, mortgagee or liquidating agent or assignment for the benefit of creditors by the Debtor; or (d) commencement of anyproceeding under any law or any jurisdiction, now or hereafter in force, relating to bankruptcy, insolvency, renegotiation of outstandingindebtedness, arrangement or otherwise to the relief of debtors or the readjustment of indebtedness, by or against the Debtor.Notwithstanding anything contained herein to the contrary, upon the occurrence of an Event of Default, the entire outstanding amountof principal and interest of this Note shall become immediately due and payable, without presentment, demand, protest or othernotice of any kind, all of which are hereby expressly waived.

The Debtor may prepaythis Note, in whole or in part, at any time prior to demand or acceleration, and without discount, premium or penalty. Any permittedpayment of principal by the Debtor will be accompanied by payment of all accrued and unpaid interest on the principal sum beingrepaid.

The Debtor agreesto pay all costs, charges and expenses incurred by the Holder and its assigns (including, without limitation, costs of collection,court costs, and reasonable attorneys' fees and disbursements) in connection with the successful enforcement of the Holder's rightsunder this Note (all such costs, charges and expenses being herein referred to as “Costs”). Presentment forpayment, demand, protest, notice of protest and notice of nonpayment are hereby waived. The Debtor agrees that any delay on thepart of the Holder in exercising any rights hereunder will not operate as a waiver of such rights, and further agrees that anypayments received hereunder will be applied first to Costs, then to interest, and the balance to principal. The Holder shall notby any act, delay, omission, or otherwise be deemed to waive any of its rights or remedies, and no waiver of any kind to enforcethis Note shall be valid unless in writing and signed by the Holder. This Note is payable in any event and is not subject to offsetor reduction because of any other claims of Debtor against the Holder.

 

This Note applies to, inuresto the benefit of, and binds the successors and assigns of the parties hereto. This Note is not negotiable or transferable to anyother holder without the written consent of the Debtor. This Note is made under and shall be governed by the internal laws of theCommonwealth of Massachusetts.

 

IN WITNESS WHEREOF, theDebtor has executed this Note as an instrument under seal as of the date first written above.

 

**DEBTOR**

 

GREENMAN TECHNOLOGIES, INC.

 

By:  /s/ Charles E. Coppa

Charles E. Coppa

Chief Financial Officer