amendpromnote.htm


     

    


    
      	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
              January
      8, 2008

            


    

    


    AMENDMENT TO DECEMBER 24, 2008
PROMISSORY NOTE

    


         FOR VALUE
RECEIVED, the
undersigned, Ecology Coatings, Inc., a Nevada corporation (the “The Maker”),
amends the December 24, 2008 Promissory Note payable to the order of Seven
Industries, Ltd. (the “Holder”), the principal amount of Twenty Thousand and
00/100 dollars ($20,000.00) (“Promissory Note”), together with interest thereon
as provided below.

    


    
      	
              1.  

            	
              Section 3,
      Maturity.  Section 3 of the Promissory Note is hereby
      amended as follows:

            


    

    


    
      	
              1.  

            	
              All
      of the outstanding principal and interest shall be payable within fifteen
      (15) days following receipt of a written payment demand from the
      Holder.

            


    

    


    
      	
              2.  

            	
              Section 4,
      Pre-Payment Demand.  Section 4 of the Promissory Note is
      hereby amended as follows:

            


    

    


    If at any
time 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 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.

    


    
      	
              3.  

            	
              Section 6,
      Conversion into Common Stock.  Section 6 of the
      Promissory Note is hereby amended as
follows:

            


    

    


    If 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”).

    


    
      	
              4.  

            	
              Section 12,
      Events of Default.  Section 12 of the Promissory Note is
      hereby amended as follows:

            


    

    


    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.

            
	 
      	 
      	 
      	 
      
	 
      	
              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.

            


    

    


    


    
      	
              5.  

            	
              In
      all other respects, the terms of the December 24, 2008 Promissory Note
      shall remain in full force and
effect.

            


    

    


    


    


    


    


         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

            	 
      	 
      


    

    


    
      	 
      	 
      	 
      
	 
      	 
      	
               HOLDER:

            
	 
      	 
      	 
      
	 
      	 
      	
               Seven Industries,
      Ltd.

            
	 
      	 
      	 
      
	 
      	 
      	
               /s/
      J.B. Smith

            
	 
      	 
      	
               J.B.
      Smith

            
	 
      	 
      	 
      
	 
      	 
      	
               Its:  CEO

            


    

    Mailing
Address of Maker:

    


    Ecology
Coatings, Inc.

    2701
Cambridge Court

    Suite
100

    Auburn
Hills, MI  48326