Unassociated Document


     

    SECURED
PROMISSORY NOTE

     

    
      	
              $3,608,457.38

            	
              August
      18, 2009

            


    

    


    FOR VALUE
RECEIVED, the undersigned, ecoSolutions, Intl., a Nevada corporation, (the “Borrower”), promises to pay
to the order of William C. Patridge (the “Holder”) (at such place as
the Holder may from time to time designate to the Borrower), in lawful money of
the United States, the principal sum of Three Million Six Hundred and Eight
Thousand Four Hundred and Fifty Seven Dollars and Thirty Eight Cents
($3,608,457.38), together with accrued interest on the unpaid principal balance
thereof from and after the date of this Secured Promissory Note at the rate of
ten percent (10.0%) per annum.  This Secured Promissory Note
represents the aggregate amount of the Borrower’s indebtedness to the Holder
(whether or not evidenced by any instrument, promissory note or agreement,
written or otherwise) as of the date hereof.  This Secured Promissory
Note is issued in lieu of, and replaces, any and all prior instruments,
promissory notes and agreements, written or otherwise, evidencing Borrower’s
indebtedness to Secured Party, including, without limitation, that certain
Convertible Promissory Note, dated as of December 31, 2008.

    


    On
December 31, 2009, the entire unpaid principal balance of this Secured
Promissory Note and all accrued interest shall be due and payable.

    


    The
payment of this Secured Promissory Note is secured by a pledge of, and security
interest in, all of the assets of Borrower.  The terms and conditions
are set forth in the Security Agreement, dated as of August 18, 2009 (the “Agreement”).  Notwithstanding
the existence of security for the payment of this Secured Promissory Note, the
Borrower shall at all times remain liable to the Holder for the full and
punctual payment of all principal, interest and other amounts that are owned
under this Secured Promissory Note.

    


    Any
principal, interest or other amount payable under this Secured Promissory Note
that is not paid when due shall bear interest from and after the date when due
until paid in full at the rate of twelve per cent (12.0%) per annum (the “Default Rate”).

    


    If the
Borrower is not in default under this Secured Promissory Note, the Borrower
shall have the privilege of prepaying without penalty or premium, the
outstanding principal balance hereof in whole or in part at any time or from
time to time.  Any such prepayment must be accompanied by full payment
of all interest then accrued and unpaid on the principal amount being
prepaid.

    


    The
Borrower’s failure to pay when due any principal or accrued interest owed under
this Secured Promissory Note shall constitute an “Event of
Default.”  Upon the occurrence of an Event of Default, the
Holder shall have the right, at his sole option, at any time thereafter, (i) to
declare the entire balance of principal and accrued interest on this Secured
Promissory Note to be immediately due and payable, (ii) to exercise all of his
rights as a secured party under the Agreement, and (iii) to exercise any and all
of his other rights and remedies that are provided under the Agreement and
applicable law.  All rights and remedies of the Holder are cumulative
and concurrent and may be pursued singularly, successively or together at the
sole discretion of the Holder, and whenever and as often as the Holder deems
necessary or appropriate.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    If any
attorney is engaged by the Holder to enforce or construe any provision of this
Secured Promissory Note or the Agreement as a consequence of the occurrence of
an Event of Default, with or without the filing of any arbitration proceeding or
legal action by the Holder, then the Borrower shall pay immediately on demand
all attorneys’ fees and other costs and expenses incurred by the Holder in
connection therewith, together with interest thereon from the date of such
demand until paid in full at the Default Rate as if such unpaid fees, costs and
expenses had been added to the principal amount of this Secured Promissory
Note.

    


    The
Borrower waives presentment and demand for payment, notice of dishonor, protest
and notice of protest, notice of default and all lack of diligence or delay by
the Holder in the collection or enforcement of this Secured Promissory
Note.  The Holder shall not be deemed to have waived any right or
remedy that he has under this Secured Promissory Note, the Agreement or
applicable law unless he has expressly waived the same in writing or unless this
Secured Promissory Note or the Agreement expressly provides a period of time in
which the right or remedy must be exercised.  The waiver by the Holder
of a right or remedy shall not be construed as a waiver of any other right or
remedy or of any subsequent right or remedy of the same kind.

    


    If any
provision of this Secured Promissory Note is determined by an arbitrator or a
court of competent jurisdiction to be invalid, illegal or unenforceable, that
provision shall be deemed severed from this Secured Promissory Note, and the
validity, legality and enforceability of the remaining provisions of this
Secured Promissory Note shall remain in full force and effect.  If the
Holder ever receives any interest payment on this Secured Promissory Note in
excess of the maximum interest permitted by applicable law, such excess amount
shall, at the Holder’s option, be applied to the reduction of the unpaid
principal balance of this Secured Promissory Note or returned to the
Borrower.  Time is of the essence with respect to every provision
hereof.  This Secured Promissory Note shall be governed by the
internal laws of the State of Nevada without giving effect to conflict-of-law
principles.

    


    IN
WITNESS WHEREOF, the Borrower has executed and delivered this Secured Promissory
Note as of the date first written above.

     

    
      
        
          	 	
                  ecoSolutions
      Intl

                	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/
      WILLIAM PATRIDGE	 
	 	 	 	 
	 	Its: 	Chief
      Executive Officer