form8kexhibit.htm


    
      
         


      

       

      
         


      

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

     

     

    


    
      	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              US
    $20,000

            	 
      	
              December
      24, 2008

            


    

    PROMISSORY NOTE

         FOR VALUE
RECEIVED, the
undersigned, Ecology Coatings, Inc., a Nevada corporation (the “The Maker”),
promises to pay to the order of Seven Industries (the “Holder”), the principal
amount Twenty Thousand and 00/100 dollars ($20,000.00), together with interest
thereon as provided below.

    ARTICLE
I

    TERMS OF
REPAYMENT

    


    
      	
              1.  

            	
              Interest.
      The Note shall bear interest (“Interest”) equal to five (5%)
      percent per annum on the unpaid principal balance, computed on a three
      hundred and sixty-five (365) day year, during the term of the Note.
      The Maker shall pay all Interest on or before the Maturity Date. In no
      event shall the rate of Interest payable on this Note exceed the maximum
      rate of interest permitted to be charged under applicable
    law.

            


    

    


    
      	
              2.  

            	
              Payments.
      All payments by the Maker under this Note shall first be credited
      against costs and expenses provided for hereunder, second to the payment
      of any penalties, third to the payment of accrued and unpaid interest, if
      any, and the remainder shall be credited against principal. All payments
      due hereunder shall be payable in legal tender of the United States of
      America, and in same day funds delivered to the Holder by cashier’s check,
      certified check, or any other means of guaranteed funds to the mailing
      address provided below, or at such other place as the Holder or any holder
      hereof shall designate in writing for such purpose from time to time. If a
      payment hereunder otherwise would become due and payable on a Saturday,
      Sunday or legal holiday, the due date thereof shall be extended to the
      next succeeding business day, and Interest, if any, shall be payable
      thereon during such extension.

            


    

    


     

    


    
      	
              3.  

            	
              Maturity
      Date. All outstanding principal and interest shall be payable on
      June 30, 2009 (the “Maturity Date”). At its sole option, the Maker
      may extend the Maturity Date for an additional thirty (30) days upon
      delivery to Holder of an option to purchase fifteen thousand (15,000)
      shares of the Maker’s Common Stock (the “Extension Option”). The Company
      shall pay the Note on or before the Maturity Date on a pro rata basis with
      all three (3) Notes on even date
herewith.

            


    

    


    
      	
              4.  

            	
              Pre-Payment
      Demand. If at any time before the Maturity Date the Maker completes
      an underwritten public offering of its common stock or other form of
      security convertible into common stock pursuant to an effective
      registration statement under the Securities Act of 1933 (the “Act”), as
      amended, or a managed private offering exempt from registration under
      Section 4(2) of the Act and Regulation D promulgated thereunder
      (collectively, a “New Offering”) which results in proceeds received by the
      Maker net of underwriting discounts and commissions, of at least One
      Million and 00/100 dollars ($1,000,000.00) (a “Pre-Payment Event”), then
      at the sole and absolute discretion of the Holder, and upon written demand
      to the Maker (the “Pre-Payment Notice”), all amounts owed under this Note
      shall become due and payable within fifteen (15) days following
      Maker’s receipt of the Pre-Payment
Notice.

            


    

    


     

    


    
      	
              5.  

            	
              Exemption
      from Restrictions. It is the intent of the Maker and the Holder in
      the execution of this Note that the indebtedness hereunder be exempt from
      the restrictions of the usury laws of any applicable jurisdiction. The
      Maker and the Holder agree that none of the terms and provisions contained
      herein shall be construed to create a contract for the use, forbearance or
      detention of money requiring payment of interest at a rate in excess of
      the maximum interest rate permitted to be charged by the laws of any
      applicable jurisdiction. In such event, if any holder of this Note shall
      collect monies which are deemed to constitute interest which would
      otherwise increase the effective interest rate on this Note to a rate in
      excess of the maximum rate permitted to be charged by the laws of any
      applicable jurisdiction, all such sums deemed to constitute interest in
      excess of such maximum rate shall, at the option of such holder, be
      credited to the payment of this principal amount due hereunder or returned
      to the Maker.

            


    

    


    ARTICLE
II

    COVENANTS

    


    
      	
              6.  

            	
              Conversion
      into Common Stock. If at any time before the Maturity Date, the
      Maker completes a New Offering, the Maker shall give the Holder the option
      to convert this Note, in whole or in part, into Common Stock of the Maker
      based on a conversion price equal to the lower of: (a) the closing
      bid price per share of the Common Stock on the date first above written as
      reported on the Over-The-Counter Bulletin Board, or if there is not such
      price on the Effective Date, then the last bid price on the date nearest
      preceding the date first above written, or; (b) the average price at
      which the Maker sells its Common Stock in the New Offering (the
      “Conversion Price”)(the “Conversion
Shares”).

            


    

    


    
      	
              7.  

            	
              Piggyback
      Registration. If the Conversion Shares and the Underlying Shares
      (collectively, the “Shares”) have not been otherwise registered and at any
      time the Maker proposes to file a registration statement, whether or not
      for sale for the Maker’s own account, on a form and in a manner that would
      also permit registration of shares (other than in connection with a
      registration statement on Forms S-4 or S-8 or any similar or successor
      form) the Maker shall give to Holder, written notice of such proposed
      filing promptly, but in any case at least twenty (20) days before the
      anticipated filing. The notice referred to in the preceding sentence shall
      offer the holder(s) holding the Shares the opportunity to register such
      amount of the Shares as he may request (a “Piggyback Registration”).
      Subject to this Section, the Maker will include in each such Piggyback
      Registration (and any related qualification under state blue sky laws and
      other compliance filings, and in any underwriting involved therein) that
      portion of the Shares with respect to which the Maker has received written
      requests for inclusion therein within twenty (20) days after the
      written notice from the Maker is given. The holders holding any portion of
      the Shares will be permitted to withdraw all or part of the Shares from a
      Piggyback Registration at any time prior to the effective date of such
      Piggyback Registration. Notwithstanding the foregoing, the Maker will not
      be obligated to effect any registration of shares under this
      Paragraph 7 as a result of the registration of any of its securities
      solely in connection with mergers effected pursuant to a Form S-4
      Filing.

            


    

    


    
      	
              8.  

            	
               Covenants
      Regarding Registration

            


    

    
      	 
      	
              a.

            	 
      	
              The
      Maker shall use its best efforts to have any registration statement
      declared effective at the earliest possible time, and shall furnish such
      number of prospectuses as shall be reasonably required.

               

            
	 
      	
              b.

            	 
      	
              The
      Maker shall bear all costs, fees and expenses in connection with a
      Piggyback Registration,

            
	 
      	 
      	 
      	 
      
	 
      	
              c.

            	 
      	
              The
      Maker will take all necessary action which may be required in qualifying
      qualifying or registering the Shares included in any Piggyback
      Registration for offering and sale under the securities or blue sky laws
      of such states as are requested by the holders of such Shares, provided
      that the Maker shall not be obligated to execute or file any general
      consent to service or process or to qualify as a foreign corporation to do
      business under the laws of any such jurisdiction.

               

            


    

    
      	
              9.  

            	
              Indemnification.
      The Maker shall, at The Maker’s expense, protect, defend,
      indemnify, save and hold Holder harmless against any and all claims,
      demands, losses, expenses, damages, causes of action (whether legal or
      equitable in nature) asserted by any person or entity arising out of,
      caused by or relating to the Note, including without limitation the
      construction of the Note and the use or application of the proceeds of the
      Note, and The Maker shall pay Holder upon demand all claims, judgments,
      damages, losses and expenses (including court costs and reasonable
      attorneys’ fees and expenses) incurred by Holder as a result of any legal
      or other action arising out of the Note as
  aforesaid.

            


    

    


    
      	
              10.  

            	
              Attorneys
      Fees. The Maker shall reimburse Holder for all reasonable costs,
      attorney’s fees, and all other expenses in connection with this
      Note.

            


    

    


    
      	
              11.  

            	
              Notice of
      Default. So long as any amount under this Note shall remain unpaid,
      the Holder will, unless the Maker otherwise consents in writing, promptly
      give written notice to the Maker in reasonable detail of the occurrence of
      any Event of Default, or any condition, event or act which with the giving
      of notice or the passage of time or both would constitute an Event of
      Default.

            


    

    


     

    ARTICLE
III

    DEFAULT

    


    
      	
              12.  

            	
               Events
      of Default. Any of the following events shall constitute an “Event
      of Default” hereunder:

            


    

    


    
      	 
      	
              a.

            	 
      	
              Failure
      by the Maker to pay the principal or Interest, if any, of this Note when
      due and payable on the Maturity Date.

            
	 
      	 
      	 
      	 
      
	 
      	
              b.

            	 
      	
              The
      entry of an order for relief under Federal Bankruptcy Code as to the Maker
      or approving a petition in reorganization or other similar relief under
      bankruptcy or similar laws in the United States of America or any other
      competent jurisdiction, and if such order, if involuntary, is not
      satisfied or withdrawn within sixty (60) days after entry thereof; or
      the filing of a petition by the Maker seeking any of the foregoing,
      or

            
	 
      	 
      	 
      	
              consenting
      thereto; or the filing of a petition to take advantage of any debtor’s
      act; or making a general assignment for the benefit of creditors; or
      admitting in writing inability to pay debts as they mature;
    or

            
	 
      	 
      	 
      	 
      
	 
      	
              c.

            	 
      	
              Failure
      by the Maker to pay the principal and Interest, if any, of this Note
      concurrent with a Pre-Payment Event; or

            
	 
      	 
      	 
      	 
      
	 
      	
              d.

            	 
      	
              The
      breach of any covenant made by the Maker in this
  Note.

            


    

         

    
      	
              13.  

            	
              Acceleration.
      Upon any Event of Default (in addition to any other rights or
      remedies provided for under this Note), at the option of the Holder or any
      holder hereof, all sums evidenced hereby, including all principal, accrued
      but unpaid Interest, fees and all other amounts due hereunder, shall
      become immediately due and payable. If an Event of Default relating to
      certain events of bankruptcy or insolvency of the Maker occurs and is
      continuing, the principal of and interest, if any, on this Note will
      become and be immediately due and payable without any declaration or other
      act on the part of the Holder or any holder hereof. This Note shall bear
      interest at the rate of ten (10%) percent per annum upon the occurrence of
      an Event of Default (“Default Interest”). Payments of the Default Interest
      shall be due every thirty (30) days following the occurrence Event of
      Default.

            


    

    


    
      	
              14.  

            	
              No Waiver.
      Failure of the Holder or any holder hereof to exercise any option
      hereunder shall not constitute a waiver of the right to exercise the same
      in the event of any subsequent Event of Default, or in the event of
      continuance of any existing Event of Default after demand or performance
      thereof.

            


    

    


    
      	
              15.  

            	
               Pursuit
      of any Remedy. The Holder or holder hereof may pursue any remedy
      under this Note without notice or presentment. The Holder or any holder
      hereof has the right to direct the time, method and place of conducting
      any proceeding for exercising any remedy available to the Holder or any
      such holder hereof under this Note.

            


    

    


    ARTICLE
IV

    MISCELLANEOUS

    


    
      	
              16.  

            	
              Amendments.
      No amendment or waiver of any provision of this Note, nor consent
      to any departure by the Maker herefrom, shall in any event be effective
      unless the same shall be in writing and signed by the Holder, and then
      such waiver or consent shall be effective only in the specific instance
      and for the specific purpose for which
given.

            


    

    


    
      	
              17.  

            	
              Notices.
      All notices and other communications provided for hereunder shall
      be in writing (including telecopier communication) and mailed, telecopied,
      or delivered, to the Maker or the Holder, as applicable, at their
      respective addresses specified on the signature pages hereof, or, as to
      each party, at such other address as shall be designated by such party in
      a written notice to the other party. All such notices and communications
      shall, when mailed or telecopied, be effective when deposited in the mails
      or telecopied with receipt confirmed,
  respectively.

            


    

    


     

    


    
      	
              18.  

            	
              No Waiver;
      Remedies. No failure on the part of the Holder to exercise, and no
      delay in exercising, any right hereunder shall operate as a waiver
      thereof, nor shall any single or partial exercise of any right hereunder
      preclude any other or further exercise thereof or the exercise of any
      other right. All rights, powers and remedies of the Holder in connection
      with this Note are cumulative and not exclusive, and shall be in addition
      to any other rights, powers or remedies provided by law or
      equity.

            


    

    


    
      	
              19.  

            	
              Severability;
      Headings. If any one or more provisions of this Note shall be held
      to be illegal, invalid or otherwise unenforceable, the same shall not
      affect any other provisions of this Note and the remaining provisions of
      this Note shall remain in full force and effect. Article and paragraph
      headings in this Note are included herein for convenience of reference
      only and shall not constitute a part of this Note for any other purpose or
      be given any substantive effect.

            


    

    


     

    


    
      	
              20.  

            	
              Binding
      Effect; Transfer. This Note shall be binding upon and inure to the
      benefit of the Maker and the Holder and their respective successors and
      assigns. The Holder may not assign or otherwise transfer, or grant
      participations in, this Note or all or any portion of its rights hereunder
      or its interest herein to any person or entity, without the prior written
      consent of the Maker which consent shall not be unreasonably withheld. The
      Maker may not assign or otherwise transfer its rights or obligations
      hereunder or any interest herein without the prior written consent of the
      Holder. Any attempted assignment by the Maker or the Holder in
      contravention of this paragraph shall be null and void and of no force or
      effect.

            


    

    


    
      	
              21.  

            	
              Enforcement.
      It is agreed that time is of the essence of this Note and in the
      event of default of the terms of this Note, the Maker agrees to pay all
      costs of collection or enforcement, including reasonable attorneys’ fees
      and if there is a default in payment of any sum due
    hereunder.

            


    

    


    
      	
              22.  

            	
              Governing
      Law. This Note shall be governed by, and shall be construed and
      enforced in accordance with, the internal laws of the State of Michigan
      without regard to conflicts of laws principles. The venue of any legal
      proceeding taken in connection with this Note will be in Pontiac,
      Michigan.

            


    

    


    
      	
              23.  

            	
              Independence
      of Covenants. All covenants hereunder shall be given independent
      effect so that if a particular action or condition is not permitted by any
      of such covenants, the fact that it would be permitted by an exception to,
      or be otherwise within the limitations of, another covenant shall not
      avoid the occurrence of an Event of Default or event which with notice or
      lapse of time or both would become an Event of Default if such action is
      taken or condition exists.

            


    

    


    
      	
              24.  

            	
               Interpretation.
      The Holder and the Maker hereby waive the benefit of any statute or
      rule of law or judicial decision which would otherwise require that the
      provisions of this Note be construed or interpreted more strongly against
      the party responsible for the drafting
thereof.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

     

     

         IN WITNESS
WHEREOF, this Note has been issued as of date first written
above.

    
      
        	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                MAKER:

              	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                Ecology
      Coatings, Inc.

              	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                 /s/Robert
      G. Crockett

              	 
      	 
      
	 
      	 
      	
                 

                Robert
      G. Crockett

              	 
      	 
      
	 
      	 
      	
                Chief
      Executive Officer

              	 
      	 
      


      

    

    


    
      	 
      	 
      	 
      
	
              Mailing
      Address of Holder:

            	 
      	 
      
	
               Seven
      Industries

            	 
      	 
      
	
              2701
      Cambridge Court

            	 
      	 
      
	
              Suite
      425, Auburn Hills, MI  48326

            	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      


    

    Mailing
Address of Maker:

    Ecology
Coatings, Inc.

    2701
Cambridge Court

    Suite
100

    Auburn
Hills, MI  48326