Exhibit 10
NOTE PAYMENT
AGREEMENT
This Agreement
is made and entered into this 11th day of August, 2009 between
United EcoEnergy Corporation (“UEEC”), a Nevada
Corporation with its principal offices in Florida
(“UEEC”), and City24/7 (“CITY”), a New York
Limited Liability Company (“CITY”).
WHEREAS, UEEC
has advanced the total sum of $250,000 to CITY as secured
promissory notes to assist CITY with its operating expenses;
and
WHEREAS, CITY
is now in default on repayment of the total sum advanced to it by
UEEC; and
WHEREAS, CITY
and UEEC have agreed to the terms of repayment and satisfaction of
the total sum advanced to CITY by UEEC;
NOW, THEREFORE,
for valuable consideration the receipt and sufficiency of which are
expressly agreed to and acknowledged by CITY and UEEC, the parties
hereby agree as follows:
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In exchange for
the delivery to UEEC by CITY of fully signed documents in a form
reasonably acceptable to UEEC that admits UEEC as a member of CITY
with a resulting ten percent (10%) interest in CITY, UEEC shall
deliver the following to CITY:
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the Senior
Secured Note dated September 8, 2008 in the principal amount of
$100,000 payable to the order of UEEC (“Note 1”) and
the senior secured note dated October 8, 2008 in the principal
amount of $150,000 payable to the order of UEEC (“Note
2”) (together, the “NOTES”) both marked as
“paid in full”;
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all security
agreements as security for the repayment of the Notes marked as
“paid in full”;
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a properly
executed UCC-3 releasing the security interest granted to UEEC in
the UCC-1 that CITY executed and delivered to UEEC for filing in
connection with the Notes; and
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a duly signed
instrument confirming that all interest accrued on the Notes as
of August 11, 2009 is also paid in full.
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Closing of the
transaction contemplated in Item 1 above shall occur immediately
upon the tender by CITY of the appropriate fully executed documents
to admit UEEC as a 10 percent member of CITY in form acceptable to
UEEC, upon which Note 1, Note 2 and all accrued interest thereon
shall be deemed to be paid in full, satisfied and
retired.
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Closing the
transaction as provided herein shall be and constitute a full and
complete release, accord and satisfaction and discharge of any and
all claims, liability, demands, actions or causes of action
existing or arising out of prior actions of the parties relating to
Note 1 or Note 2, or any agreements, understandings, writings,
contracts or other documents between the parties prior to the date
of Agreement,
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Notices . Notice given pursuant to any of the provisions
of this Agreement shall be in writing and shall be mailed or
delivered as follows:
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if to UEEC,
at
United
EcoEnergy Corporation
1365 N.
Courtenay Parkway, Suite a
Cocoa, FL
32922
Telephone
321-452-9091
Facsimile 321-452-9093
if to CITY,
at:
City 24/7,
LLC
161 East
82 nd Street
New York, NY
10028
Telephone
212-229-1414
Facsimile
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