NOTE PURCHASE
AGREEMENT

    


    This Note
Purchase Agreement (this “Agreement”)
made as of June 15, 2009 by and between Plastinum Polymer Technologies
Corp., a Delaware corporation (the “Company”),
and Richard von
Tscharner, a natural person (the “Investor”).

    


    In
consideration of the mutual covenants and agreements set forth herein and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and intending to be legally bound hereby, the parties
hereto agree as follows:

    


    1.           Purchase
and Sale of Securities.

     

    1.1           Sale and
Issuance of Note; Closing.  Subject to the
terms and conditions of this Agreement and in reliance on the representations
and warranties set forth or referred to herein, the Company hereby agrees to
sell and issue to the Investor, and the Investor hereby agrees to purchase from
the Company, at the Closing (as hereinafter defined), (i) a Convertible
Promissory Note in the principal amount of $3,000,000 (the “Purchase
Price”), such Convertible Promissory Note to be in the form attached
hereto as Exhibit A
with a maturity date of June 15, 2012 (the "Note").  The
Note, including accrued but unpaid interest thereon, will be convertible into
shares of Common Stock of the Company, par value $.01 per share (“Common
Stock”; the “Shares”),
at an initial conversion price of $0.28 per Share, subject to
adjustment as provided therein.

     

    1.2           Closing.  The closing of
the purchase, sale and issuance of the Note shall take place at the offices of
Westerman Ball Ederer Miller & Sharfstein, LLP (“WBEMS”),
170 Old Country Road, Fourth Floor, Mineola, New York 11501, simultaneous with
the execution hereof (the "Closing").  At
the Closing, the Company shall deliver to the Investor the duly executed Note
against delivery by the Investor to the Company of the Purchase Price by wire
transfer of the amount thereof to the Company’s account or by such other method
agreed to between the Investor and the Company.

     

    1.3           Defined
Terms Used in this Agreement.  In addition to
the terms defined elsewhere in this Agreement, the following terms used in this
Agreement shall be construed to have the meanings set forth below.

     

    “Approvals”
means, collectively, all actions, approvals, consents, waivers, exemptions,
Orders, authorizations, registrations, declarations, filings and
recordings.

    


    “Business
or Condition” of the Company means the business, operations, assets,
properties, earnings, prospects or condition (financial or other) of the
Company.

    


    “Exchange
Act” means the Securities Exchange Act of 1934, as amended.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    “Governmental
Body” means any federal, state, municipal, local or other governmental
department, commission, board, bureau, agency, instrumentality, political
subdivision or taxing authority, of any country.

    


    “Material
Adverse Change; Material Adverse Effect; Materially Adverse” in, on or
with respect to, the Company, shall mean a material adverse change in the
Company’s Business or Condition, a material adverse effect on the Company’s
Business or Condition or an event which is materially adverse to the Company's
Business or Condition.

    


    “Order”
means any order, writ, injunction, decree, judgment, award, determination,
direction or demand by a Governmental Body, arbitrator or court.

    


    “Person”
means any individual, corporation, association, partnership, joint venture,
limited liability company, trust or estate, organization, business, government
or agency or political subdivision thereof, or any other entity.

    


    “Securities
Act” means the Securities Act of 1933, as amended.

     

    2.           Representations
and Warranties of the Company.  The Company
hereby represents and warrants to the Investor that:

     

    2.1           Organization,
Good Standing and Qualification.  The Company is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware and has all requisite corporate power and authority to
carry on its business as presently conducted or proposed to be
conducted.  The Company is duly qualified to transact business and is
in good standing in each jurisdiction in which the failure so to qualify would
have a Material Adverse Effect.

     

    2.2           Authorization.  All company
action on the part of the Company necessary for the authorization, execution and
delivery of this Agreement and the authorization, issuance and delivery of the
Note has been taken and this Agreement, when executed and delivered by the
Company and assuming due execution and delivery by the Investor, shall
constitute the valid and legally binding obligation of the Company, enforceable
against the Company in accordance with its terms, except as limited by
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance, or other laws of general application relating to or affecting the
enforcement of creditors’ rights generally, and as limited by laws relating
to the availability of specific performance, injunctive relief, or other
equitable remedies.

     

    2.3           Valid
Issuance of Note.  The Note when
issued, sold and delivered in accordance with the terms hereof for the
consideration expressed herein, will be duly and validly issued, fully paid and
nonassessable and free of restrictions on transfer other than restrictions on
transfer under applicable state and federal securities laws.

     

    2.4           Consents
and Approvals.  No Approval by,
from or with and no other action in respect of, any Governmental Body or any
other Person (including any trustee or holder of any indebtedness, securities or
other obligations of the Company) is required (a) for or in
connection with the valid execution and/or delivery by the Company of
or the performance by the Company of its obligations under this Agreement
or the consummation by the Company of the transactions contemplated hereby,
including the offer, issuance, sale and delivery by the Company of the Note, or
(b) as a
condition to the legality, validity or enforceability as against the Company of
this Agreement.

     

    
      
         

      

      
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    3.           Representations
and Warranties of the Investor.  The Investor
hereby represents and warrants to the Company that:

     

    3.1           Authorization.  The Investor has
full power and authority to enter into this Agreement.  This
Agreement, when executed and delivered by the Investor, assuming due execution
and delivery by the other parties hereto, will constitute a valid and legally
binding obligation of the Investor, enforceable in accordance with its terms,
except as limited by applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance, and any other laws of general application
affecting enforcement of creditors’ rights generally, and as limited by laws
relating to the availability of a specific performance, injunctive relief, or
other equitable remedies.

     

    3.2           Restricted
Security.  The Investor
understands that the Note is a “restricted security” under applicable U.S.
federal and state securities laws and that, pursuant to these laws, the Investor
must hold the Note indefinitely unless it is registered with the Securities and
Exchange Commission (“SEC”)
and qualified by state authorities, or an exemption from such registration and
qualification requirements is available.

     

    3.3           Foreign
Investor.  If the Investor
is not a United States person (as defined by Section 7701(a)(30) of the
Internal Revenue Code of 1986, as amended), the Investor hereby represents that
he has satisfied himself as to the full observance of the laws of his
jurisdiction in connection with this Agreement and the purchase of the Note and
such purchase will not violate any applicable securities or other laws of the
Investor’s jurisdiction.

     

    4.           Registration. The Company shall
prepare and file with the SEC a Form S-1 registration statement under the
Securities Act covering the resale of the number of shares of Common Stock
issuable upon conversion of the Note on or prior to September 30, 2009 and
shall use commercially reasonable efforts to cause the registration statement to
be declared effective under the Securities Act as promptly as possible after the
filing thereof.  In addition, the Company shall prepare and file with
the SEC another registration statement under the Securities Act covering
the resale of any additional shares of Common Stock which may be issuable under
the Note; provided, however, that the
Company shall not be required to file such additional registration statement if
such additional shares of Common Stock could otherwise be sold freely under Rule
144 under the Securities Act upon issuance.  

     

    5.           Miscellaneous.

     

    5.1           Use of
Proceeds.  The parties agree
that the net proceeds from the issuance of the Notes will be used as set forth
on Schedule
5.1.

    


    5.2           Successors
and Assigns.  This Agreement
may not be assigned by the Company without the prior written consent of the
Investor.  The terms and conditions of this Agreement shall inure to
the benefit of and be binding upon the respective successors and permitted
assigns of the parties.  Nothing in this Agreement, express or
implied, is intended to confer upon any party other than the parties hereto or
their respective successors and assigns any rights, remedies, obligations,
or liabilities under or by reason of this Agreement, except as expressly
provided in this Agreement.

     

    
      
         

      

      
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    5.3           Governing
Law; Forum.  This Agreement
and all acts and transactions pursuant hereto and the rights and obligations of
the parties hereto shall be governed, construed and interpreted in accordance
with the laws of the State of New York, without giving effect to principles of
conflicts of law.  Each of the parties hereto submits to the personal
jurisdiction of and each agrees that all proceedings relating hereto shall be
brought in federal or state courts located within the State of New
York.

     

    5.4           Counterparts.  This Agreement
may be executed in any number of counterparts, each of which shall be deemed an
original and all of which together shall constitute one instrument.

     

    5.5           Titles
and Subtitles.  The titles and
subtitles used in this Agreement are used for convenience only and are not to be
considered in construing or interpreting this Agreement.

     

    5.6           Notices.  Any notice
required or permitted by this Agreement shall be in writing and shall be deemed
sufficient upon delivery, when delivered personally or by overnight courier or
sent by fax (upon customary confirmation of receipt) addressed to the party to
be notified at such party’s address as set forth on the signature page hereto,
or as subsequently modified by written notice, and if to the Company, with a
copy to Westerman Ball Ederer Miller and Sharfstein, LLP, 170 Old Country
Road, Suite 400, Mineola, New York 11501, Attn: Alan C. Ederer,
Esq.

     

    5.7           Confidentiality.  This Agreement is
confidential, and none of its provisions or terms shall be disclosed to anyone
who is not an Investor or an officer or director of the Company or their agents,
advisers or legal counsel, unless required by law.

     

    5.8           Entire
Agreement.  This Agreement
constitutes the entire agreement between the parties hereto pertaining to the
subject matter hereof, and any and all other written or oral agreements relating
to the subject matter hereof existing between the parties hereto are expressly
canceled.  This Agreement may be modified or amended only with the
written consent of all of the parties hereto.

     

    


    [Remainder of Page
Intentionally Left Blank]

     

    
      
         

      

      
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    IN
WITNESS WHEREOF, the parties have duly executed this Note Purchase Agreement as
of the date first written above.

     

    
      
        
          
            	 	PLASTINUM
      POLYMER TECHNOLOGIES CORP.	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ Jacques Mot	 
	 	 	Name:
      Jacques Mot	 
	 	 	Title:
      CEO	 
	 	 	 	 
	 	Address:
      
                    10100
      Santa Monica Blvd., Suite 300

                    Los
      Angeles, CA 90067

                  	 


          

        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	 	 	 
	 	 	 	 
	
                                   

                                	/s/ Richard von Tscharner	 
	 	Richard
      von Tscharner	 
	 	 	 
	 	      
                                  Address:

                                  87
      Route de Suisse

                                  Coppet
      1296

                                  Switzerland

                                	 


                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         

      

      
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    SCHEDULE
5.1

    


    USE OF
PROCEEDS

    


    The net
proceeds from the issuance of the Note will be used for general working capital
purposes.

     

    
      
         

      

      
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    EXHIBIT
A

    


    FORM OF CONVERTIBLE
NOTE

    


    NEITHER
THIS NOTE NOR ANY SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER
THE SECURITIES LAWS OF ANY STATE. NEITHER THIS NOTE NOR ANY SECURITIES ISSUABLE
UPON CONVERSION OF THIS NOTE MAY BE SOLD, OFFERED FOR SALE, PLEDGED OR
HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT
TO THIS NOTE OR SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE UNDER SUCH ACT
UNLESS SUCH REGISTRATION IS NOT REQUIRED PURSUANT TO A VALID EXEMPTION THEREFROM
UNDER THE ACT.

    


    PLASTINUM
POLYMER TECHNOLOGIES CORP.

    


    Convertible
Promissory Note

     

    
      
        
          	
                  $3,000,000.00

                	
                  June
      15, 2009

                


        

      

    

    


    FOR VALUE
RECEIVED, the undersigned Plastinum Polymer Technologies
Corp., a Delaware corporation (referred to herein as "Borrower"
or the "Company"),
promises to pay to the order of Richard von Tscharner, his
successors or permitted assigns (the "Lender"),
the principal sum of Three Million Dollars ($3,000,000.00) (the "Principal
Amount") on June 15, 2012 (the "Maturity
Date"), together with interest on the unpaid Principal Amount of this
Note at a rate equal to ten percent (10%) per annum calculated on the basis of a
360 day year (the "Interest
Rate").  Interest accrued hereunder shall be due and payable
annually on the first and second anniversaries of the date hereof and on the
Maturity Date.

    


    Principal
and interest payments due hereunder are payable in lawful money of the United
States of America to the Lender at the address set forth in that certain Note
Purchase Agreement between the Borrower and the Investor identified therein of
even date herewith, as amended from time to time (the "Note
Purchase Agreement") and pursuant to which this Note is
issued.  The terms and conditions of the Note Purchase Agreement and
all other loan documents executed in connection therewith ("Loan
Documents") are incorporated by reference herein and made a part
hereof.  All capitalized terms used but not otherwise defined herein
shall have the respective meanings as set forth in the Note Purchase
Agreement.

    


    Section
1.  Conversion.

    


    (a)           At
any time from the original issue date hereof through the date that this Note is
paid in full, Lender shall have the right, in its sole discretion, to convert
the then outstanding Principal Amount of this Note (the “Convertible
Principal Balance”) plus accrued but unpaid interest under this Note, in
whole or in part, into Shares at an initial conversion price equal to $0.28 per Share, subject to
adjustment as provided in Section 2 herein (the “Conversion
Price”).  Any accrued but unpaid interest on any portion of the
Note that is converted into Shares wherein such interest is not converted into
Shares shall be paid by the Company at the time of such Conversion.

     

    
      
         

      

      
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    (b)           Lender
may convert this Note at the then applicable Conversion Price by the surrender
of this Note (properly endorsed) to the Company at the principal office of the
Borrower, together with the form of Notice of Conversion attached hereto as
Annex
A (a “Notice of
Conversion”) duly completed, dated and executed, specifying therein the
principal amount of this Note and/or outstanding interest to be
converted.  The “Conversion Date” shall be the date that such Notice
of Conversion and this Note is duly provided to Borrower hereunder (or, at
Lender's option, the next interest payment date with respect to Lender's
conversion of any scheduled interest payment).  In the event that the
Lender shall specify a name or names other than that of the Lender to receive
any of the Shares issuable upon such exercise of the conversion option, the
Notice of Conversion also shall be accompanied by payment of all transfer taxes
payable upon the issuance of the Shares to such specified
person(s).

    


    (c)           On
the date of receipt by the Company of the duly completed, dated and executed
Notice of Conversion, this Note and applicable transfer taxes, if any, all in
accordance with Section 1(b) with respect to a conversion of any portion of this
Note, the Lender (and any person(s) receiving Shares in lieu of the Lender)
shall be deemed to have become the holder of record for all purposes of the
Shares to which such valid conversion relates.

    


    (d)           As
soon as practicable, but not in excess of five business days, after the valid
conversion of any portion of this Note, the Company, at the Company’s expense
(including the payment by the Company of any applicable issuance and similar
taxes, but excluding the transfer taxes referred to in Section 1(b)), will cause
to be issued in the name of and delivered to the Lender (and/or such other
person(s) identified in the Notice of Conversion with respect to such
conversion), certificates evidencing the number of duly authorized, validly
issued, fully paid and non-assessable Shares to which the Lender (and/or such
other person(s) identified in such Notice of Conversion), shall be entitled to
receive upon the conversion, as adjusted to reflect the effects, if any, of the
anti-dilution provisions of Section 2, such certificates to be in such
reasonable denominations as Lender may request when delivering the Notice of
Conversion.

    


    (e)           If
less than the entire Convertible Principal Balance of this Note is being
converted, the Company shall execute and deliver to the Lender a new replacement
Note (dated as of the date hereof) evidencing a principal amount which is the
percentage of the original Principal Amount equal to the portion of the
Convertible Principal Balance that has not been so converted.

    


    Section 2.  Conversion Price
Adjustment.

    


    The
initial Conversion Price as stated above shall be subject to adjustment from
time to time and such Conversion Price as adjusted shall likewise be subject to
further adjustment, all as hereinafter set forth.

     

    
      
         

      

      
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    (a)           If
the Company shall effect a subdivision of the Common Stock, the Conversion Price
then in effect immediately before such subdivision shall be proportionately
decreased.  If the Company shall combine the outstanding Common Stock,
the Conversion Price then in effect immediately before the combination shall be
proportionately increased.  If the Company shall make or issue a
dividend or other distribution payable in securities, then and in each such
event provision shall be made so that the holder of this Note shall receive upon
conversion hereof, in addition to the number of Shares receivable thereupon, the
amount of securities that the holder of this Note would have received had this
Note been converted into Shares on the date of such event and had such holder
thereafter during the period from the date of such event to and including the
date of conversion of this Note retained such securities receivable by such
holder as aforesaid during such period, giving effect to all adjustments called
for during such period under this paragraph.  If the Company shall
reclassify its Common Stock (including any reclassification in connection with a
consolidation or merger in which the Company is the surviving entity), then and
in each such event provision shall be made so that such holder shall receive
upon conversion hereof the amount of such reclassified shares of Common Stock
that such holder would have received had this Note been converted into Shares
immediately prior to such reclassification and had such holder thereafter,
during the period from the date of such event to and including the date of
conversion of this Note, retained such reclassified shares of Common Stock,
giving effect to all adjustments called for during such period under this
paragraph with respect to the rights of the holder of this Note.  The
form of this Note need not be changed because of any adjustment in the number of
Shares subject to this Note pursuant to this Section.

    


    (c)           Whenever
the Conversion Price shall be adjusted as provided in this Section 2, the
Company shall reasonably promptly provide notice of such adjustment to the
Lender together with a written statement from an authorized officer of the
Company, showing in reasonable detail the facts requiring such adjustment and
the Conversion Price that shall be in effect after such
adjustment.  Notwithstanding the foregoing, no adjustment in the
Conversion Price shall be required unless such adjustment would require a change
of at least 1% in such Conversion Price; provided, however, that any
adjustments which by reason of this Section are not required to be made shall be
carried forward and taken into account in any subsequent
adjustment.

    


    (d)           In
case of any consolidation or merger of the Company with or into another entity
or the conveyance of all or substantially all of the assets of the Company to
another entity (collectively, an “Organic
Change”), this Note shall thereafter be convertible (to the extent such
conversion is permitted hereunder) into the number of shares of common stock or
other securities or property to which a holder of the number of shares of Common
Stock of the Company deliverable upon conversion of this Note would have been
entitled had this Note been converted immediately prior to such Organic Change
and held until after the closing of such Organic Change; and, in any such case,
appropriate adjustment shall be made in the application of the provisions herein
set forth with respect to the rights and interest thereafter of the holder of
this Note, to the end that the provisions set forth herein shall be thereafter
applicable, as nearly as reasonably may be, in relation to any shares of Common
Stock or other property thereafter deliverable upon the conversion of this
Note.

     

    
      
         

      

      
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    Section
3.  Reservation of Common
Stock.  The Borrower covenants that it will at all times
reserve and keep available solely for the purpose of issuance upon conversion of
this Note as herein provided, free from preemptive rights or any other actual
contingent purchase rights of persons other than the Lender, not less than such
number of shares of Common Stock as shall be issuable upon the conversion of the
outstanding Principal Amount of this Note and accrued and unpaid interest
hereunder and, from time to time, will take all steps necessary to provide
sufficient reserves of Shares issuable upon conversion of this
Note.  The Borrower covenants that all Shares that may be issuable
upon conversion of this Note shall, upon issue, be duly and validly authorized,
issued and fully paid and nonassessable.  No consent of any other
party and no consent, license, approval or authorization of, or registration or
declaration with, any governmental authority, bureau or agency is required in
connection with the execution, delivery or performance by the Borrower, or the
validity or enforceability of this Note other than such as have been met or
obtained. The execution, delivery and performance of this Note and all other
agreements and instruments executed and delivered or to be executed and
delivered pursuant hereto or thereto or the securities issuable upon conversion
of this will not violate any provision of any existing law or regulation or any
order or decree of any court, regulatory body or administrative agency or the
Certificate of Incorporation or Bylaws of the Borrower or any mortgage,
indenture, contract or other agreement to which the Borrower is a party or by
which the Borrower or any property or assets of the Borrower may be
bound.

    


    Section
4.  Voluntary
Prepayments.  The Principal Amount of this Note may be
voluntarily prepaid by the Company, either in full or in part, at any time prior
to the Maturity Date; provided, however, that the
Company shall give the Lender two (2) months’ prior notice of any such
prepayment and the Lender shall remain permitted to convert all or any portion
of this Note as permitted herein prior to the prepayment.

    


    Section
5.  Transferability.  This
Note and any of the rights granted hereunder are freely transferable by the
Lender, in its sole discretion, subject to federal and state securities law
restrictions, if any.

    


    Section
6.  Event of
Default.

    


    (a)           An
"Event of Default", wherever used herein, means any one of the following events
(whatever the reason and whether it shall be voluntary or involuntary or
effected by operation of law or pursuant to any judgment, decree or order of any
court, or any order, rule or regulation of any administrative or governmental
body), and solely with respect to the events described in clauses (ii) and (iv)
such events having not been cured after 10 days notice thereof:

    


    (i)           Any
default in the payment of the principal of, interest on or other charges in
respect of this Note as and when the same shall become due and payable (whether
the Maturity Date or by acceleration or otherwise);

     

    
      
         

      

      
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    (ii)           The
Borrower or any subsidiary shall fail to observe or perform any other material
covenant, agreement or warranty contained in, or otherwise commit any breach or
default of any provision of this Note or any Loan Document to which it is a
party;

    


    (iii)           The
Borrower or any subsidiary shall commence, or there shall be commenced against
the Borrower or any subsidiary, a proceeding under any applicable bankruptcy or
insolvency laws as now or hereafter in effect or any successor thereto, or the
Borrower or any subsidiary commences any other proceeding under any
reorganization, arrangement, adjustment of debt, relief of debtors, dissolution,
insolvency or liquidation or similar law of any jurisdiction whether now or
hereafter in effect relating to the Borrower or subsidiary or there is commenced
against the Borrower or subsidiary any such bankruptcy, insolvency or other
proceeding which remains undismissed for a period of 90 days; or the Borrower or
subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other
order approving any such case or proceeding is entered; or the Borrower or
subsidiary suffers any appointment of any custodian, private or court appointed
receiver or the like for it or any substantial part of its property which
continues undischarged or unstayed for a period of 90 days; or the Borrower or
subsidiary makes a general assignment for the benefit of creditors; or the
Borrower or subsidiary shall fail to pay, or shall state that it is unable to
pay, or shall be unable to pay, its debts generally as they become due; or the
Borrower or subsidiary shall by any act or failure to act expressly indicate its
consent to, approval of or acquiescence in any of the foregoing; or any
corporate or other action is taken by the Borrower or subsidiary for the purpose
of effecting any of the foregoing; or

    


    (iv)           The
Borrower or any subsidiary shall default in any of its obligations under any
other note or any mortgage, credit agreement or other facility, indenture
agreement, factoring agreement or other instrument under which there may be
issued, or by which there may be secured or evidenced any indebtedness for
borrowed money or money due under any leasing or factoring arrangement of the
Borrower, whether such indebtedness now exists or shall hereafter be created and
such default shall result in such indebtedness becoming or being declared due
and payable prior to the date on which it would otherwise become due and
payable.

    


    (b)           Following
an uncured Event of Default, the Interest Rate shall increase to fifteen percent
(15%) per annum immediately following such Event of Default; provided, that the
Interest Rate shall thereafter revert back to the prior Interest Rate upon all
Events of Default being cured. Upon
the occurrence of an Event of Default hereunder, the entire Principal Amount of
this Note together with any accrued but unpaid interest shall automatically
become due and payable.  The failure of the Lender to exercise any of
its rights hereunder in any particular instance shall not constitute a waiver of
the same or of any other right in that or any subsequent instance with respect
to the Lender or any subsequent holder.  The Lender need not provide
and the Borrower hereby waives any presentment, demand, protest or other notice
of any kind, and the Lender may immediately and without expiration of any grace
period enforce any and all of its rights and remedies hereunder and all other
remedies available to it under applicable law.

     

    
      
         

      

      
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    Section
7.  Notices.  Any
and all notices, requests, documents or other communications or deliveries
required or permitted to be given or delivered hereunder shall be delivered in
accordance with the notice provisions of the Note Purchase
Agreement.

     

    Section
8.  Usury.  It
is expressly agreed and provided that the total liability of the Company under
the Loan Documents for payments in the nature of interest shall not exceed the
maximum lawful rate authorized under applicable law (the “Maximum Rate”), and,
without limiting the foregoing, in no event shall any rate of interest or
default interest, or both of them, when aggregated with any other sums in the
nature of interest that the Company may be obligated to pay under the Loan
Documents exceed such Maximum Rate.  It is agreed that if the maximum
contract rate of interest allowed by law and applicable to the Loan Documents is
increased or decreased by statute or any official governmental action subsequent
to the date hereof, the new maximum contract rate of interest allowed by law
will be the Maximum Rate applicable to the Loan Documents from the effective
date forward, unless such application is precluded by applicable
law.  If under any circumstances whatsoever, interest in excess of the
Maximum Rate is paid by the Company to Lender with respect to indebtedness
evidenced by the Loan Documents, such excess shall be applied by Lender to the
unpaid principal balance of any such indebtedness or be refunded to the Company,
the manner of handling such excess to be at Lender’s election.

    


    Section
9.  Governing Law;
Forum.  This Note and the provisions hereof are to be construed
according to and are governed by the laws of the State of New York, without
regard to principles of conflicts of laws thereof.  The Company
submits to the personal jurisdiction of and agrees that all proceedings relating
hereto shall be brought in federal or state courts located within the State of
New York.

    


    Section 10.  Successors and
Assigns.  Subject to applicable securities laws, this Note and
the rights and obligations evidenced hereby shall inure to the benefit of and be
binding upon the successors of the Company and the successors and assigns of
Lender.

    


    Section 11.  Amendment.  This
Note may be modified or amended or the provisions hereof waived only with the
written consent of the Lender and the Company.

    


    Section 12.  Severability.  Wherever
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 prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provisions or the remaining provisions of
this Note.

    


    [Remainder
of Page Intentionally Left Blank; Signature Page Follows]

     

    
      
         

      

      
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    IN
WITNESS WHEREOF, the Borrower has caused this Convertible Promissory Note to be
duly executed by a duly authorized officer as of the date first above
indicated.

     

    
      
        	 	PLASTINUM
      POLYMER TECHNOLOGIES CORP.	 
	 	 	 	 
	
                 

              	
                By:
      

              	 	 
	 	 	Name:	 
	 	 	Title:	 


      

    

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

    


    ANNEX
A

    


    NOTICE OF
CONVERSION

    To Be
Executed by the Lender

    in Order
to Convert Promissory Note

    


    The
undersigned Lender hereby elects to convert $__________ principal and $_____
interest currently outstanding and owed under the Convertible Promissory Note
issued to Richard von
Tscharner at a Conversion Price of $___ (the “Note”)
and to purchase ___________ shares of Common Stock of Plastinum Polymer Technologies Corp.
issuable upon conversion of such Note, and requests that certificates for
such securities shall be issued in the name of:

    


    


    ___________________________________________________________

    (please
print or type name and address)

    


    ___________________________________________________________

    (please
insert social security or other identifying number)

    


    and be
delivered as follows:

    


    


    ___________________________________________________________

    please
print or type name and address)

    


    ___________________________________________________________

    (please
insert social security or other identifying number)

    


    


    Lender
Name:_______________________________________________

    


    By:________________________________________________________

          Name:

          Title:

    


    Conversion
Date:___________________________________________

     

    
      
         

      

      
        14