PROMISSORY NOTE


 


 


	$27,500	
        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 JOHN ALAN TALBERT (the "Payee"),
his, heirs, successors and/or assigns, the principal amount of TWENTY-seven Thousand five
hUNDRED and NO/100 U.S. DOLLARS ($27,500) (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)