Exhibit
10.2


AMENDED
AND RESTATED PROMISSORY NOTE


	
  US $5,600,000

  	
  March 31, 2007

  



 


FOR VALUE RECEIVED,
Commodore Resources, Inc., a Delaware corporation (“Maker”), promises to pay to
the order of The John Buckman and Jan Hanford Trust (“Payee”), at the address
for Payee set forth in Section 9 or at such address as the holder of this
Promissory Note (this “Note”) may designate from time to time in writing to
Maker, the principal amount of FIVE MILLION SIX HUNDRED THOUSAND DOLLARS (US$5,600,000.00);
provided, that by accepting this Note
Payee acknowledges that the principal amount stated above has been and will be
offset as set forth in Section 6 below such that, as of the date of this Note,
the principal amount outstanding is FIVE MILLION THREE HUNDRED NINETY SIX THOUSAND
FOUR HUNDRED EIGHTY FOUR DOLLARS AND TWENTY FIVE CENTS (US $5,396,484.25).


1.             Interest.  For the period beginning on and including May
12, 2005, and ending on but excluding November 12, 2008 (the “Maturity Date”),
interest on the principal balance hereof shall accrue at the lesser of ten
percent (10%) per annum or the Maximum Lawful Rate (as hereinafter defined); provided, that if Maker fails to make any payment required
pursuant to Section 2 below on or before the due date of such payment (any such
payment being referred to herein as a “Late Payment”), interest on the
principal balance outstanding under this Note for the period beginning on and
including May 12, 2007 (the “Initial Payment Date”), and ending on but excluding
the Maturity Date, shall accrue at the lesser of twelve percent (12%) per annum
or the Maximum Lawful Rate, regardless of whether such Late Payment applies to
the payment due on the Initial Payment Date, the Second Payment Date (as
defined in Section 2 below) or the Maturity Date.  Interest shall be calculated hereunder on the
basis of actual days elapsed and computed as if each calendar year consisted of
365 days.


2.             Payment Schedule.  The outstanding principal balance of this
Note and interest thereon shall be paid as follows:


(a)           a payment in the amount of ONE MILLION DOLLARS ($1,000,000) (the “Initial
Payment Amount”), to be applied to the accrued but unpaid interest on the Note
up to and including May 11, 2007 (the “Initial Payment Date Interest”), shall
be paid by Maker to Payee on the Initial Payment Date; provided,
however, that in the event the Initial
Payment Date Interest exceeds the amount of the Initial Payment Amount, such
excess shall thereafter be added to the principal amount outstanding under the
Note (the “First Additional Principal Amount”) and interest shall begin
accruing on such First Additional Principal Amount, at the appropriate rate set
forth in Section 1 above, for the period beginning on and including the Initial
Payment Date, and ending on but excluding the Maturity Date; provided, further, that
in the event the Initial Payment Date Interest is less than the amount of the
Initial Payment Amount, the outstanding principal amount under the Note on the
Initial Payment Date shall be reduced by the amount by which the Initial
Payment Amount exceeds the Initial Payment Date Interest.


(b)           a payment in an amount equal to one-quarter of the outstanding
principal and accrued but unpaid interest on the Note up to and including
February 11, 2008 (the “Second Payment Amount”), to be applied to the accrued
but unpaid interest on the Note













outstanding
up to and including February 11, 2008 (the “Second Payment Date Interest”),
shall be paid by Maker to payee on February 12, 2008 (the “Second Payment Date”);
provided, however,
that in the event the Second Payment Date Interest exceeds the amount of the
Second Payment Amount, such excess shall thereafter be added to the principal
amount outstanding under the Note (the “Second Additional Principal Amount”)
and interest shall begin accruing on such Second Additional Principal Amount,
at the appropriate rate set forth in Section 1 above, for the period beginning
on and including the Second Payment Date, and ending on but excluding the
Maturity Date; provided, further,
that in the event the Second Payment Date Interest is less than the amount of
the Second Payment Amount, the outstanding principal amount under the Note on
the Second Payment Date shall be reduced by the amount by which the Second
Payment Amount exceeds the Second Payment Date Interest.


(c)           a final payment of all principal and accrued but unpaid interest
remaining outstanding on the Note up to but excluding the Maturity Date, to be
paid by Maker to Payee on the Maturity Date.


3.             Prepayment Option.  Maker shall have the right to prepay this
Note in whole or in part at any time without penalty or premium.  The payments on this Note shall be applied
first to accrued but unpaid interest, if any, and then to principal.


4.             Related Agreements.  This Note is being entered into in connection
with that certain Stock Purchase Agreement, dated as of May 6, 2005 (the “Purchase
Agreement”), by and among Maker, Payee, Lyris Technologies, Inc., a Delaware
corporation (the “Company”), John Buckman, Jan Hanford and J.L. Halsey
Corporation (for certain limited purposes contained therein), pursuant to
which, among other things, Maker is purchasing all of the outstanding capital
stock of the Company from Payee.  This
Note and the Purchase Agreement are collectively referred to herein as the “Transaction
Documents.”  Terms having their initial
letters capitalized and not defined herein have the meanings ascribed to them
in the Purchase Agreement.


5.             Subordination.


(a)           Payee (by its
acceptance hereof) acknowledges and agrees that the indebtedness evidenced by
this Note is subordinate and subject in right of payment, priority and
collection to any secured indebtedness of Maker (the “Senior Indebtedness”).  Notwithstanding the immediately preceding
sentence, Payee shall be entitled to receive the payment of principal and
interest under and in strict accordance with the terms and conditions of this
Note, provided that no Event of Default (as defined in the agreements governing
the Senior Indebtedness) has occurred under the agreements governing the Senior
Indebtedness which is continuing or would exist immediately after giving effect
to such payment.  Maker agrees promptly
to notify Payee of the occurrence of any Event of Default upon receipt of
notice of the Event of Default from the lender under the Senior Indebtedness.


(b)           Maker covenants and
agrees that it will not incur Senior Indebtedness that exceeds 3.5 times the
trailing twelve month EBITDA of the Company. 
As used in this Note, “EBITDA” means the consolidated earnings of the
Company before interest, taxes, depreciation



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and amortization, as derived from the Financial
Statements; provided, that any calculation of EBITDA for purposes of this Note
shall exclude (without duplication):  (i)
any expenses incurred in connection with the transactions contemplated by the
Purchase Agreement; (ii) any payments (whether in the form of principal,
interest or otherwise) to any provider to the Company of financing in
connection with (A) the consummation of the transactions contemplated by the
Purchase Agreement, (B) any recapitalization or reorganization of the Company,
(C) any merger or acquisition transaction, or (D) providing working capital
following the closing of the transactions contemplated by the Purchase
Agreement (the “Closing”), and any expenses incurred in connection with any of
the foregoing; (iii) any extraordinary expenses and losses; (iv) if, after the
Closing, new accounting, computer or other office information technology
systems, or major changes in any existing information technology systems or
operations, are introduced, the cost of such systems or changes and any
expenses associated therewith; (v) any net losses in respect of asset
dispositions other than sales of inventory in the ordinary course of business;
(vi) any charges for equity-based compensation (including, without limitation,
for employee stock options); and (vii) any Indemnifiable Losses incurred by
Purchaser pursuant to Article 11 of the Purchase Agreement and any
indemnification payments received related thereto.  As used in this Note, “incur” means, with
respect to any debt or other obligation of any Person, to create, issue, incur
(by merger, conversion, exchange or otherwise), extend, assume, guarantee or
become liable in respect of such debt or other obligation or the recording, as
required pursuant to GAAP or otherwise, of any such debt or obligation on the
balance sheet of such Person; provided, however, that a change in GAAP that
results in an obligation of such Person that exists at such time, and is not
theretofore classified as debt, becoming debt shall not be deemed an incurrence
of such debt.


6.             Right of Offset.  Payee (by its acceptance hereof) acknowledges
and agrees that Maker (i) has offset the principal amount outstanding under the
Note by amounts paid on March 30, 2006, October
16, 2006 and January 19, 2007,  pursuant to
that certain License Agreement between Digital Impact, Inc. and Maker dated May
6, 2005 (the “License Agreement”), in the amounts of  one
hundred three thousand seven hundred sixty dollars ($103,760),
twenty three thousand two hundred fifty five dollars ($23,255) and seventy-six
thousand five hundred dollars and twenty-five cents ($76,500.25), respectively,
and (ii) shall have the further right at any time and from time to time to
set-off any and all indebtedness owing to Payee then outstanding under this
Note against, and reduce the amount of indebtedness owing to Payee then
outstanding under this Note by an amount equal to ninety four thousand nine
hundred fifty three dollars ($94,953), which amount is acknowledged and agreed
to by Payee and Maker as the total to be paid by the Company through the period
ending March 31, 2007, pursuant to the License Agreement.


7.             Unsecured Note.  Maker and Payee (by its acceptance hereof)
acknowledge and agree that this Note is not secured by any mortgage, lien,
pledge, charge, financing statement, security interests, hypothecation, or
other security device of any type, other than the Guaranty of Payment executed
as of the date hereof by J.L. Halsey Corporation.


8.             Assignment
Prohibited.  Payee may not assign its
interest in this Note; provided, however, that Payee may assign its interest in
this Note to John Buckman or Jan Hanford.


9.             Notices.  All notices and other communications required
or permitted hereunder will be in writing and will be deemed to have been duly
given when delivered in person or when



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dispatched by electronic facsimile transfer or one
business day after having been dispatched by an internationally recognized
overnight courier service to the appropriate person at the address specified
below:


	
   

  	
  If to Payee:

  	
  c/o John Buckman

  
	
   

  	
   

  	
  2735 Fulton Street

  
	
   

  	
   

  	
  Berkeley, California 94705-1031

  
	
   

  	
   

  	
   

  
	
   

  	
  with a copy to:

  	
  Higham, McConnell & Dunning LLP

  
	
   

  	
   

  	
  15 Enterprise, Suite 360

  
	
   

  	
   

  	
  Aliso Viejo, CA 92656

  
	
   

  	
   

  	
  Attention:   Curt C. Barwick

  
	
   

  	
   

  	
  Telecopy No.: 949-900-4403

  
	
   

  	
   

  	
   

  
	
   

  	
  If to Maker:

  	
  J. L. Halsey Corporation

  
	
   

  	
   

  	
  103 Foulk Road, Suite 205-Q

  
	
   

  	
   

  	
  Wilmington, Delaware 19803

  
	
   

  	
   

  	
  Attention: Richard A. McDonald

  
	
   

  	
   

  	
  Telecopy No.:  (978) 945-5992

  
	
   

  	
   

  	
   

  
	
   

  	
  with a copy to:

  	
  Vinson & Elkins L.L.P.

  
	
   

  	
   

  	
  3700 Trammell Crow Center

  
	
   

  	
   

  	
  2001 Ross Avenue

  
	
   

  	
   

  	
  Dallas, Texas 75201

  
	
   

  	
   

  	
  Attention:   Michael D. Wortley

  
	
   

  	
   

  	
  Telecopy No.:  (214) 999-7732

  
	
   

  	
   

  	
   

  
	
   

  	
  with a copy to:

  	
  Lyris Technologies, Inc.

  
	
   

  	
   

  	
  5858 Horton St., Suite 270

  
	
   

  	
   

  	
  Emeryville, CA 94608

  
	
   

  	
   

  	
  Attention: Luis Rivera

  
	
   

  	
   

  	
  Telecopy No. 510-844-1598

  



 


or to such other address or addresses as any such
Person may from time to time designate as to itself by like notice to the other
party.


10.           Governing Law;
Jurisdiction.  This Note shall be
governed by and construed in accordance with the laws of the State of Delaware
without regard to the conflicts of laws provisions thereof.  Maker hereby irrevocably and unconditionally
consents to submit to the exclusive jurisdiction of the courts of the State of
California and the courts of the United States of America located in Alameda
County, State of California for any litigation arising out of or relating to
this Note or the transactions contemplated hereby or any of the other
transactions contemplated hereby (and agrees not to commence any litigation
relating hereto except in such courts), and further agrees that service of any
process, summons, notice or document by U.S. registered mail to its respective
address set forth in Section 9 shall be effective service of process for any
litigation brought against it in any such court.  Maker hereby irrevocably and 



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unconditionally waives any objection to the laying of
venue of any litigation arising out of this Note or the transactions
contemplated hereby or any of the other transactions contemplated hereby in the
courts of the State of California or the courts of the United States of America
located in Alameda County, State of California and hereby further irrevocably and
unconditionally waives and agrees not to plead or claim in any such court that
any such litigation brought in any such court has been brought in an
inconvenient forum.  Each of Maker and
Payer hereby irrevocably and unconditionally waives any right it may have to
trial by jury in connection with any litigation arising out of or relating to
this Note, the transactions contemplated hereby or any of the other
transactions contemplated hereby. 
Reasonable attorneys’ fees and out-of-pocket costs incurred by Payee in
the event of the initiation of any suit by Payee under or in connection with
this Note shall be paid by Maker if such action is successful; provided
that, if such action is not successful, reasonable attorneys’ fees and
out-of-pocket costs incurred by Maker in connection therewith shall be paid by
Payee.


11.           Compliance with Laws.  It is expressly stipulated and agreed to be
the intent of Maker and Payee to at all times comply with the usury and other
laws applicable to the Transaction Documents and any subsequent revisions,
repeals, or judicial interpretations thereof, to the extent any of the same are
applicable hereto.  If such laws are ever
revised, repealed, or judicially interpreted so as to render usurious any
amount called for under the Transaction Documents, or contracted for, charged,
or received with respect to the indebtedness evidenced by this Note, then it is
Maker’s and Payee’s express intent that all excess amounts theretofore
collected by Payee be credited on the principal balance of this Note (or, if
this Note has been paid in full, refunded to Maker), and the provisions of the
Transaction Documents immediately be deemed reformed and the amounts thereafter
collectable hereunder and thereunder reduced, without the necessity of the execution
of any new document, so as to comply with the then applicable law, but so as to
permit the recovery of the fullest amount otherwise called for hereunder and
thereunder.  As used herein, “Maximum
Lawful Rate” means the maximum rate (or, if the context so permits or requires,
an amount calculated at such rate) of interest which, at the time in question
would not cause the interest charged on this Note at such time to exceed the
maximum amount which the Payee would be allowed to contract for, charge, take,
reserve, or receive under applicable law (including the “Cost of Money”
limitations pursuant to Section 107.855 of Title 13 of the United States Code
of Federal Regulations) after taking into account, to the extent required by
applicable law, any and all relevant payments or charges under the Transaction
Documents.


12.           Amendment
and Restatement.  This Note amends
and restates in its entirety that certain promissory note, dated May 12, 2005,
made by Maker to Payee (the “Original Note”), and such Original Note is
hereinafter cancelled and of no force or effect.


[Remainder of Page
Intentionally Left Blank]



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EXECUTED as of the date first written above.


	
   

  	
  MAKER:

  
	
   

  	
   

  
	
   

  	
  COMMODORE RESOURCES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard A. McDonald

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title: 

  	
  President

  
					



 



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