ADVANCED GROWING SYSTEMS, INC. SENIOR SECURED CONVERTIBLE PROMISSORY NOTE

EXHIBIT 4.1

Senior Secured Convertible Promissory Note

THIS NOTE AND THE SHARES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF UNLESS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT COVERING SUCH SECURITIES OR THE COMPANY RECEIVES AN OPINION OF COUNSEL STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR DISPOSAL IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT.

ADVANCED GROWING SYSTEMS, INC.

SENIOR SECURED CONVERTIBLE PROMISSORY NOTE

Advanced Growing Systems, Inc., a Nevada corporation (the “Company”), for value received HEREBY PROMISES TO PAY to the order of Lamassu Capital Management, LLC, together with its successors, representatives, and permitted assigns (the “Noteholder”) the maximum principal sum of ONE MILLION DOLLARS ($1,000,000.00), or such lesser amount as shall equal the then outstanding principal amount hereof, plus accrued and unpaid interest on such outstanding principal amount as set forth below, on the Maturity Date.

All payments under or pursuant to this Note shall be made in United States Dollars in immediately available funds to the Noteholder at the address of the Noteholder set forth on Exhibit A attached hereto or at such other place as the Noteholder may designate from time to time in writing to the Company or by wire transfer of funds to the Noteholder’s account, instructions for which are attached hereto as Exhibit A .

The Noteholder will receive 888,890 “E” warrants (the “E Warrants”), 666,666 “F” warrants (the “F Warrants”), and 444,444 “G” warrants (the “G Warrants,” and together with the E Warrants and F Warrants, the “Warrants”) to purchase that number of shares of common stock, par value $0.001 per share of the Company (the “Common Stock”) as set forth in such Warrants issued in connection with this Note and dated the Closing Date. The Warrants shall be exercisable for a period of three (3) years from the Closing Date. The E Warrants shall have an exercise price of $0.375 per share, the F Warrants shall have an exercise price of $0.50 per share, and the G Warrants shall have an exercise price of $0.75 per share, subject to certain adjustments. The Common Stock issueable in respect of the Warrants are herein referred to as the “Warrant Shares.”

The following is a statement of the rights of the Noteholder and the conditions to which this Note is subject, and to which the Noteholder, by the acceptance of this Note, agrees:

SECTION 1. Certain Terms Defined . The following terms for all purposes of this Note shall have the respective meanings specified below

“Affiliate” has the meaning set forth in Section 11.

“Board” has the meaning set forth in Section 6(d).

“Business Day” means any day except a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized by law to close.

“Closing Date” has the meaning set forth in Section 2(a).

“Collateral” has the meaning set forth in Section 8(a).

“Commission Documents” has the meaning set forth in Section 6(g)

“Common Stock” has the meaning set forth in the introductory paragraphs.

“Company” has the meaning set forth in the introductory paragraphs.

“Conversion Option” has the meaning set forth in Section 5(a).

“Conversion Shares” has the meaning set forth in Section 5(b)(i).

“E Warrants” has the meaning set forth in the introductory paragraphs.

“Event of Default” has the meaning set forth in Section 4.

“Exchange Act” has the meaning set forth in Section 6(g).

“F Warrants” has the meaning set forth in the introductory paragraphs.

“G Warrants” has the meaning set forth in the introductory paragraphs

“GAAP” has the meaning set forth in Section 6(g).

“Indebtedness” has the meaning set forth in Section 6(j).

“ Intellectual Property Rights ” has the meaning set forth in Section 6(p).

“Material Adverse Effect” has the meaning set forth in Section 6(e).

“Maturity Date” means the date which is one year after the Closing Date (i.e. August 20, 2009).

“Note” shall mean this Senior Secured Convertible Promissory Note, as amended, from time to time, in accordance with the terms hereof.

“Noteholder” has the meaning set forth in the introductory paragraphs.

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“Nursery Business” shall mean the business of Advanced Nurseries, Inc.

“Prepayment Premium” has the meaning set forth in Section 3(b).

“Proceeds” has the meaning set forth in Section 7(f).

“Qualified Financing” means the net proceeds received by the Company from the issuance of any debt or equity securities (including upon the exercise of any warrants) of greater than $250,000.00 after the Closing Date.

“Securities Act” has the meaning set forth in the introductory paragraphs.

“Subsidiary” has the meaning set forth in Section 6(b).

“Warrants” has the meaning set forth in the introductory paragraphs.

“Warrant Shares” has the meaning set forth in the introductory paragraphs.

SECTION 2. AMOUNT; ADDITIONAL AMOUNTS.

(a) Amount of Note . The Noteholder shall provide the above stated principal amount via wire transfer within twenty-four (24) hours of the execution of this Note (the “Closing Date”).

SECTION 3. PAYMENT OF PRINCIPAL AND INTEREST.

(a) Payment in Full on Maturity . Unless this Note is sooner prepaid pursuant to clauses (b) or (c) below or converted pursuant to Section 5 hereof or sooner becomes due and payable under Section 4 hereof, all outstanding principal of and accrued but unpaid interest on this Note shall be paid in full on the Maturity Date, provided that if any such date is not a Business Day, then such date shall be the next succeeding Business Day.

(b) Optional Prepayments . The Company may prepay this Note, upon five (5) days prior written notice to the Noteholder, in whole or in part, in minimum increments of $50,000.00, at any time prior to the Maturity Date at a price equal to the outstanding principal amount of this Note being prepaid together with accrued interest thereon to the date of prepayment, plus a Prepayment Premium to the Noteholder upon making such prepayment. “Prepayment Premium” shall mean (i) twelve percent (12%) on all principal amounts prepaid after the Closing Date up to and including the 90 ^th day after the Closing Date; (ii) nine percent (9%) on all principal amounts prepaid on the 91 ^st day after the Closing Date up to and including the 180 ^th day after the Closing Date; (iii) six percent (6%) on all principal amounts prepaid on the 181 ^st day after the Closing Date up to and including the 270 ^th day after the Closing Date; and (iv) three percent (3%) on all principal amounts prepaid thereafter.

(c) Prepayment Upon a Qualified Financing. In addition to all other rights of the Noteholder contained herein, upon the occurrence of a Qualified Financing, the Noteholder shall have the right, at the Noteholder’s option, to require the Company to prepay in cash that portion of the Note together with accrued interest thereon to the date of prepayment, plus a Prepayment Premium to the Noteholder upon making such prepayment, in the aggregate equal to any net proceeds raised in such Qualified Financing.

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(d) Interest . Interest shall accrue monthly on the outstanding principal amount of this Note, at the rate of the lesser of: (x) eighteen percent (18%) per annum, or (y) the highest rate permitted by applicable law, in each case computed on the basis of a 360-day year (twelve thirty-day months), from the date such principal amount is advanced to the Company until the earlier of (i) the payment in full of all outstanding principal of and accrued interest on this Note, or (ii) the conversion of this Note pursuant to Section 5 hereof.

(e) Payment of Interest . Interest shall be paid by the Company in cash.

(f) General Payment Provisions .

(i) Interest shall be payable quarterly in arrears on the last day of the Company’s fiscal quarter (or if any such day is not a Business Day, then on the next succeeding Business Day).

(ii) All cash payments of principal and interest on this Note by the Company hereunder shall be made not later than 5:00 p.m. (New York City time) on the date when due either by cashier’s check, certified check or by wire transfer of immediately available funds to the Noteholder’s account at a bank in the United States specified by the Noteholder in writing to the Company without reduction by reason of any set-off or counterclaim.

(g) Order of Payments . All payments made under this Note shall be applied first against any costs and expenses related to the collection or enforcement of this Note, second against accrued but unpaid interest and third against the outstanding principal balance hereof.

SECTION 4. EVENTS OF DEFAULT.

If one or more of the following events (each an “Event of Default”) shall occur:

(a) the Company shall fail to pay in full any (i) principal or (ii) accrued interest due to the Noteholder under this Note when due and such default is not fully cured within five (5) business days after the occurrence thereof;

(b) except for a payment obligation which is governed under clause (a) above, the Company shall default in the performance of or compliance with any covenant, agreement or other obligation of the Company contained in this Note or the Warrants that is not remedied, waived or cured within thirty (30) days following such default in performance or noncompliance;

(c) any representation or warranty of the Company contained herein shall prove to have been false or incorrect in any material respect as of the Closing Date;

(d) a court shall enter a decree or order for relief in respect of the Company in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company or for any substantial part of the property of the Company or ordering the winding up or liquidation of the affairs of the Company, and such decree or order shall remain unstayed and in effect for a period of sixty (60) consecutive days; and

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(e) the Company shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company or for any substantial part of the property of the Company, or the Company shall make any general assignment for the benefit of creditors;

then, upon the occurrence of any Event of Default described in paragraph (d) or (e) above, all outstanding principal of this Note and all accrued but unpaid interest thereon shall be accelerated automatically, without any further action by any party, and shall become immediately due and payable notwithstanding any other provision of this Note, without presentment, demand, protest, notice of protest or other notice of dishonor of any kind, all of which are hereby expressly waived by the Company; and upon the occurrence of any other Event of Default described in the other paragraphs above, the Noteholder may, at the Noteholder’s option exercisable at any time thereafter, by notice to the Company in writing, accelerate this Note and declare the entire outstanding principal balance of this Note and all accrued but unpaid interest thereon immediately due and payable, without presentment, demand, protest, notice of protest or other notice of dishonor of any kind, all of which are hereby expressly waived by the Company. The Noteholder may enforce its rights under this Note and otherwise at law or in equity or both, all remedies available to the Noteholder under this Note or otherwise shall be cumulative, and no course of dealing between the Company and the Noteholder or any delay or omission in exercising any power or right shall operate as a waiver thereof. The Company shall notify the Noteholder immediately in writing of the occurrence of any Event of Default, which notification shall include a summary of the material facts relating to such Event of Default and shall specify the date on which such Event of Default occurred.

SECTION 5. CONVERSION.

All amounts outstanding under this Note (including all principal, interest and other amounts therein) shall be converted into Common Stock of the Company as follows:

(a) Optional Conversion. On the Maturity Date, if an Event of Default under Section 4(a)(i) shall have occurred and be continuing, and the Company and the Noteholder have not mutually agreed to extend the Maturity Date or waive such Event of Default (which waiver may only be in writing signed by both parties), this Note and all amounts outstanding thereof (including all principal, interest and other amounts therein) shall be convertible (in whole only) at the election of the Noteholder, into such number of fully paid and nonassessable shares of Common Stock that represent fifty-one percent (51%) of the outstanding voting securities of the Company on a fully diluted, fully converted basis. For the avoidance of doubt, conversion under this Section 5(a) shall be deemed to occur at the date and time specified in the election delivered by the Noteholder to the Company, or if no date and time is specified, it will be effective immediately.

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(b) Mechanics of Conversion .

(i) Upon the conversion of this Note into Common Stock under paragraph 5(a) above, all amounts due and owing under this Note shall be converted into fully paid and nonassessable voting shares of Common Stock, as applicable, which shall be deemed issued and outstanding for all purposes immediately from and after Noteholder’s election of such conversion as specified in paragraph 5(a) above. As promptly as possible after such conversion, the Company shall issue to the Noteholder a certificate representing the number of shares of Common Stock (the shares of Common Stock actually issuable hereunder being referred to as the “Conversion Shares”), as applicable, issuable upon such conversion in accordance with the terms of this Note and a cash payment in lieu of any fractional security otherwise issuable upon such conversion, in accordance with paragraph 5(c) below; provided, however , that the Company shall not be obligated to issue to the Noteholder such certificate or check unless and until this Note, or an appropriate affidavit of loss, is delivered to the Company.

(ii) In the event of any conversion of this Note under this Section 5 (and without requiring the delivery of the Note or the issuance of the Conversion Shares as condition precedent), the person in whose name the certificate for the Conversion Shares is to be issued shall be deemed to have become a holder of record of such Conversion Shares on the date as of which conversion is deemed to occur as specified in paragraphs 5(a) above and shall be entitled to all rights and privileges thereof, including without limitation, the right to vote such shares in any matter presented to the stockholders of the Company.

(c) Costs. The Company shall pay all documentary, stamp, transfer or other taxes attributable to the issuance or delivery of Conversion Shares upon conversion of this Note; provided, however, that the Company shall not be required to pay any taxes which may be payable in respect of any transfer involved in the issuance or delivery of any certificate for such shares in a name other than that of the Noteholder.

(d) Reservation of Shares . The Company shall take all necessary action to reserve, and shall reserve at all times so long as any principal amount under this Note or the Warrants remain outstanding, free from statutory or contractual preemptive rights, out of its authorized but unissued capital stock, solely for the purpose of effecting the conversion of this Note and the issuance of Common Stock upon exercise of the Warrants, sufficient shares of Common Stock, to provide for the conversion of this Note and the exercise of the Warrants.

(e) Ownership Caps and Certain Conversion Restrictions . Notwithstanding anything to the contrary set forth in Section 5 of this Note, at no time may the Noteholder convert this Note if the number of shares of Common Stock to be issued pursuant to such conversion would exceed, when aggregated with all other shares of Common Stock owned by the Noteholder at such time (including pursuant to the Warrants), the number of shares of Common Stock which would result in the Noteholder beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) more than 4.99% of all of the Common Stock outstanding at such time; provided, however , that upon the holder providing the Company with written notice (pursuant to Section 5(a) hereof) that the Noteholder would like to waive this Section 5(e) with regard to any or all shares of Common Stock issuable upon conversion of this Note, this Section 5(e) will be waived as of the effective date specified in such notice, provided that such effective date shall not be less than thirty (30) days after such notice.

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SECTION 6. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

The Company hereby represents and warrants to the Noteholder, as follows:

(a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Nevada and has the requisite corporate power to own, lease and operate its properties and assets and to conduct its business as it is now being conducted.

(b) Each Subsidiary of the Company is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of organization and has the requisite corporate power to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. For the purposes of this Agreement, “Subsidiary” shall mean any corporation or other entity of which at least a majority of the securities or other ownership interest having ordinary voting power (absolutely or contingently) for the election of directors or other persons performing similar functions are at the time owned directly or indirectly by the Company and/or any of its other Subsidiaries.

(c) The Company and each Subsidiary is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary.

(d) The Company has the requisite legal and corporate power and authority to enter into, issue and perform this Note (including the Conversion Shares issuable upon conversion thereof) and the Warrants in accordance with the terms hereof and thereof. The execution, delivery and performance of this Note and the Warrants by the Company and the consummation by it of the transactions contemplated hereby or thereby, including the conversion thereof, have been duly and validly authorized by all necessary corporate action, and no further consent or authorization o