2007, and which leasewas later amended by that that certain Second Amendment to Agreement of Lease dated June 30, 2008andthat certain Third Amendment of Lease of even date herewith (collectively the “**Lease**”).Lender and Borrower agree that the Indebtedness constitutes “Additional Rent” pursuant to the Leaseand that this Promissory Note is deemed to be “another agreement with Landlord” for all purposes ofthe Lease.5. If any Event of Default (as defined in the Lease) has occurred and is continuing under theLease, or Borrower fails to perform any of its obligations under this Promissory Note, theIndebtedness, whether or not otherwise then due, shall at the option of Lender, become immediatelydue and payable without demand or notice, and whether or not Lender has exercised said option,interest shall accrue on the Indebtedness at a rate equal to the Interest Rate plus five percent(5%), until fully paid.6. Notwithstanding anything herein or in the Lease, no provision contained herein or therein whichpurports to obligate Borrower to pay any amount of interest or any fees, costs or expenses whichare in excess of the maximum permitted by applicable law, shall be effective to the extent it callsfor the payment of any interest or other amount in excess of such maximum. All agreements betweenBorrower and Lender, whether now existing or hereafter arising and whether written or oral, arehereby limited so that in no contingency, whether by reason of demand for payment or accelerationof the maturity hereof or otherwise, shall the interest contracted for, charged or received byLender exceed the maximum amount permissible under applicable law. If, from any circumstancewhatsoever, interest would otherwise be payable to Lender in excess of the maximum lawful amount,the interest payable to Lender shall be reduced to the maximum amount permitted under applicablelaw; and if from any circumstance Lender shall ever receive anything of value deemed interest byapplicable law in excess of the maximum lawful amount, an amount equal to any excessive interestshall, at the option of Lender, be refunded to Borrower or be applied to the reduction of theIndebtedness, if such excessive interest exceeds the Indebtedness, such excess shall be refunded toBorrower.7. Borrower waives presentment, demand for payment, protest, notice of dishonor and notice ofnonpayment, and agrees the Maturity Date of this Promissory Note or any installment may be extendedby Lender without affecting any liability hereunder, and further promises to pay all reasonablecosts and expenses, including but not limited to, attorney’s fees, costs and expenses incurred byLender in connection with any default or in any proceeding to interpret and/or enforce thisPromissory Note or any provision of the Lease.8. This Promissory Note is executed in connection with debt arising in pursuant to the Lease. Anydefault in the covenants and conditions of the Lease (which covenants and conditions are made apart hereof as though set forth herein at length), shall be a default under this Promissory Note.In no event shall the Lease be construed inconsistently with the terms of this Promissory Note, andin the event of any discrepancy between the Lease and this Promissory Note, the terms hereof shallgovern.9. All obligations and agreements of Borrower hereunder are joint and several.
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10. This Promissory Note may not be changed or terminated orally, but only by an agreement inwriting and signed by the party against whom enforcement of any waiver, change, modification ordischarge is sought. All of the rights, privileges and obligations hereunder shall inure to thebenefit of the heirs, successors and assigns of Lender and shall bind the heirs and permittedsuccessors and assigns of Borrower.11. The remedies of Lender, as provided herein, shall be cumulative and concurrent and may bepursued singly, successively or together, at the sole discretion of Lender, and may be exercised asoften as occasion therefore shall occur; and the failure to exercise any such right or remedy shallin no event be construed as a waiver or release thereof.12. This Promissory Note shall be construed and enforced in accordance with the substantive law ofthe State of New Jersey; the Courts of New Jersey shall have exclusive jurisdiction over suits asto this Promissory Note; and Borrower hereby consents to the jurisdiction of the courts of thestate of New Jersey.13. If any provision of this Promissory Note shall, for any reason, be held to be invalid orunenforceable, such invalidity or unenforceability shall not affect any other provision hereof, butthis Promissory Note shall be construed as if such invalid or unenforceable provision had neverbeen contained herein.14. WAIVER OF JURY TRIAL     BORROWER HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT BORROWER MAY HAVE TOTRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, OR COUNTERCLAIM, WHETHER IN CONTRACT, TORT OROTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THE INDEBTEDNESS EVIDENCED BY THIS PROMISSORY NOTE,THE INTERPRETATION, CONSTRUCTION, VALIDITY, ENFORCEMENT OR PERFORMANCE OF THIS PROMISSORY NOTE; ORANY ACTS OR OMISSION OF LENDER IN CONNECTION WITH ANY OF THE FOREGOING.15. This Promissory Note may be executed in counterparts, each of which shall be deemed anoriginal; and such counterparts when taken together shall constitute but one agreement.(Signatures on next page)
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     IN WITNESS WHEREOF, Borrower, intending to be legally bound, has caused this Promissory Noteto be duly executed and delivered as of the date first written above.      CONVERTED ORGANICS, INC.,