PROMISSORY
NOTE


 


 


	$55,000	July
                                                                      1, 2009

         

	 	Charlotte,
    North Carolina
	 	 


 


FOR
VALUE RECEIVED, Organic Plant Health, LLC, a North Carolina limited
liability company with its principal place of business in Mecklenburg County, North Carolina (the "Maker"), promises
to pay to the order of DAVID BLANKENBERG (the "Payee"), his, heirs, successors and/or assigns, the principal
amount of FIFTY-FIVE Thousand and NO/100 U.S. DOLLARS ($55,000) (the "Principal
Amount"), together with interest thereon from July 1, 2009, in accordance with the terms of this Note, as hereafter set forth.


 


1.Interest.
Interest will accrue on the unpaid balance of the Principal Amount from July 1, 2009 until the maturity of this Note at
the floating interest rate of Prime (as published in the Money Rates section of The Wall Street Journal) plus 2
and 1⁄2 percent (2.50%), calculated on the basis of the actual days elapsed but computed as if
each year consisted of 360 days. The initial interest rate is Wall Street Journal
Prime as of July 1, 2009 plus 2 and 1⁄2 percent (2.50%). The initial interest rate will remain in effect until the
first change period begins. The interest rate will be adjusted each calendar quarter on January 1, April 1, July 1, and October
1 (the "change period"). The adjusted interest rate will be 2.250% above the Wall
Street Journal Prime Rate. The Payee will adjust the interest rate on the first calendar day of each change period. The
change in interest rate is effective on that day whether or not the Payee gives the Maker notice of the change.


 


2.Payment
of Principal and Interest. All interest accrued and outstanding shall be due and payable
by the Maker on a quarterly basis, on the first day of each calendar quarter (January 1, April 1, July 1, and October 1),
unless payment is waived by the Payee (the “Payment Installments”). If not sooner paid, the Principal Amount and all
interest then outstanding shall be paid in full on or before July 1, 2012 (the “Maturity Date”).
The Maker may prepay the unpaid balance of the Principal Amount in whole at any time or in part from time to time without
premium or penalty. Such payments shall be credited to payment of this Note on the date
that such payment is physically received by the Payee. Partial prepayments of this Note shall be applied first to accrued
and unpaid interest, and then to the Principal Amount. If a payment on this Note
is received more than fifteen (15) days late, the Payee may charge the Maker a late fee of up to four percent (4%) of the unpaid
portion of the regularly scheduled Payment Installment.


 


3.
Subordination.  PAYMENT OF THIS NOTE IS SUBORDINATED TO THE REVOVLING LOAN AND SECURITY AGREEMENT IN
THE MAXIMUM PRINCIPAL AMOUNT OF $100,000 OWED BY MAKER TO MARK BLUMBERG AND PAUL K. DIFRAIA (the “BLUMBER/DEFRAIA REVOLVING
LOC”) AND TO THE UCC FINANCING STATEMENTS AND OTHER SECURITY INTERESTS THAT SECURE THE BLUMBER/DEFRAIA REVOLVING LOC.


 


4.Default.
The term "Default," as used herein, means the occurrence of any one or more of the following events:


 


(a)Maker
shall fail to make any payment of the principal of or interest on this Note when such payment shall become due within fifteen
(15) days after the due date thereof (whether at the Maturity Date, a date set or established for payment or prepayment, by acceleration
or otherwise); or


 


(b)Maker
shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to Maker
or any of its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment
of a trustee, receiver, liquidator, custodian or other similar official of its, or any substantial part of its, property, or shall
consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other
proceeding commenced against Maker, or shall make a general assignment for the benefit of creditors, or shall fail generally,
or shall admit in writing its inability to pay its debts as they become due, or shall take any other action to authorize any of
the foregoing; or


 


(c)An
involuntary case or other proceeding shall be commenced against Maker seeking liquidation, reorganization or other relief with
respect to Maker or any of its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking
the appointment of a trustee, receiver, liquidator, custodian or other similar official of, or any substantial part of the property
of, Maker, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of sixty (60) days;
or an order for relief shall be entered against Maker under the federal bankruptcy laws as now or hereafter in effect; or


 


(d)The
dissolution or the suspension of Maker; or


 


(e)Default
in any obligation of the Maker for borrowed money, other than this Note, which shall continue for a period of sixty (60) days;
or


 


(f)Maker
shall be in default of the Blumberg/DiFraia Revolving LOC beyond any applicable notice and cure period provided with respect to
the Blumberg/DiFraia Revolving LOC.


 


Upon
the occurrence of a Default, the maturity of this Note may be accelerated and the unpaid balance of the Principal Amount then
outstanding together with interest accrued and unpaid thereon declared to be immediately due and payable at the option of the
Payee or other holder of this Note.


 


Upon
Default, the holder of this Note may employ an attorney to enforce the holder’s rights and remedies (being the same rights
and remedies of Payee in the event the holder is some person or entity other than Payee) and the Maker, principal, surety, guarantors
and endorsers of this Note hereby agree to pay to the holder reasonable attorneys fees, plus all other reasonable expenses incurred
by the holder in exercising any of the holder’s rights and remedies upon default. The rights and remedies of the Payee and
any holder as provided in this Note and any instrument securing this Note shall be cumulative and may be pursued singly, successively,
or together against any property that is collateral for this Note, or any other funds, property or security held by the holder
for payment or security, in the sole discretion of the holder. The failure to exercise any such right or remedy shall not be a
waiver or release of such rights or remedies or the right to exercise any of them at another time.


 


5.Non-Assignable
by Maker; Due on Sale. This Note and the obligations of the Maker hereunder are not assignable by the Maker. In addition to
the Payee’s right to accelerate in the event of Default as provided in Section 4, the maturity of this Note may be accelerated
and the unpaid balance of the Principal Amount then outstanding together with interest and/or late fees accrued and unpaid thereon
declared to be immediately due and payable at the option of the Payee or other holder of this Note upon the occurrence of either
of the following events: sale or transfer of substantially all of the business assets or a majority of the equity ownership interest
of the Maker.


 


6.Address
for Payments. All payments of the unpaid balance of the Principal Amount and interest thereon shall be paid in lawful money
of the United States of America to the Payee at _______________________, NC 282__, or at such other place or places as the Payee,
and/or any other holder of this Note may at any time or from time to time designate in writing to the Maker.


 


7.Remedies
Cumulative. Each right, power and remedy of the Payee as provided for in this Note or now or hereafter existing at law or
in equity or by statute or otherwise shall be cumulative and concurrent and shall be in addition to every other right, power,
or remedy provided for in this Note or now or hereafter existing at law or in equity or by statute or otherwise, and the exercise
or beginning of the exercise by the Payee of any one or more of such rights, powers, or remedies shall not preclude the simultaneous
or later exercise by the Payee of any or all such other rights, powers, or remedies. No failure or delay by the Payee to insist
upon the strict performance of any term, condition, covenant, or agreement of this Note, or to exercise any right, power, or remedy
consequent upon a breach thereof, shall constitute a waiver of any such term, condition, covenant, or agreement or of any such
breach, or preclude the Payee from exercising any such right, power, or remedy at any later time or times. By accepting payment
after the due date of any amount payable under this Note, the Payee shall not be deemed to waive the right either to require prompt
payment when due of all other amounts payable under this Note or to declare an event of default for failure to effect such prompt
payment of any such other amount.


 


8.Governing
Law. This Note shall be governed by and construed under the laws of the State of North Carolina.


 


9.Waivers,
Etc. All parties to this Note, including endorsers, sureties and guarantors, if any, hereby waive presentment for payment,
demand, protest, notice of non-payment or dishonor, and of protest, and any and all other notices and demands whatsoever and agree
to remain bound hereunder until the interest and Principal Amount are paid in full notwithstanding any (a) release, surrender,
waiver, addition, substitution, exchange, compromise, modification of or to or indulgence granted with respect to this Note or
all or any part of any collateral or security for this Note; (b) extension or extensions of time for payment which may be granted,
even though the period of extension may be indefinite; and (c) inaction by, or failure to assert any legal right available to
the holder of this Note.


 


 


 


Signature
and Acknowledgement on following page.


 


 



    	(1)



    	 



    

 


 


IN
WITNESS WHEREOF, the Maker has executed this instrument under seal, the day and year first above written.





 


MAKER:


 


ORGANIC
PLANT HEALTH, LLC


 


By:_______________________________[SEAL]


Name:


Title:


 


 


NORTH
CAROLINA


MECKLENBURG
COUNTYAcknowledgement


 


 


I,
James R. Hood, Jr., Notary Public, certify that ___________________________, __ personally known to me or __ proven by satisfactory
evidence (said evidence being ______________________________), personally appeared before me this day and acknowledged that he
is ___________ of Organic Plant Health, LLC, a North Carolina manager-managed limited liability company, and that he, as ___________,
being authorized to do so, voluntarily executed the foregoing Promissory Note on behalf of and as the act and deed of the company.


 


Witness
my hand and official stamp or seal, this the ____ day of June, 2009.


 


 


My
commission expires: Nov. 13, 2010________________________________


 


(OFFICIAL
SEAL)