NOTE PURCHASE AGREEMENT

This Note Purchase Agreement (this “ Agreement ”) made as of June 15, 2009 by and between Plastinum Polymer Technologies Corp. , a Delaware corporation (the “ Company ”), and Richard von Tscharner , a natural person (the “ Investor ”).

In consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

1.            Purchase and Sale of Securities .

1.1            Sale and Issuance of Note; Closing .   Subject to the terms and conditions of this Agreement and in reliance on the representations and warranties set forth or referred to herein, the Company hereby agrees to sell and issue to the Investor, and the Investor hereby agrees to purchase from the Company, at the Closing (as hereinafter defined), (i) a Convertible Promissory Note in the principal amount of $3,000,000 (the “ Purchase Price ”), such Convertible Promissory Note to be in the form attached hereto as Exhibit A with a maturity date of June 15, 2012 (the " Note ").  The Note, including accrued but unpaid interest thereon, will be convertible into shares of Common Stock of the Company, par value $.01 per share (“ Common Stock ”; the “ Shares ”), at an initial conversion price of $0.28 per Share, subject to adjustment as provided therein.

1.2            Closing .   The closing of the purchase, sale and issuance of the Note shall take place at the offices of Westerman Ball Ederer Miller & Sharfstein, LLP (“ WBEMS ”), 170 Old Country Road, Fourth Floor, Mineola, New York 11501, simultaneous with the execution hereof (the " Closing ").  At the Closing, the Company shall deliver to the Investor the duly executed Note against delivery by the Investor to the Company of the Purchase Price by wire transfer of the amount thereof to the Company’s account or by such other method agreed to between the Investor and the Company.

1.3            Defined Terms Used in this Agreement .   In addition to the terms defined elsewhere in this Agreement, the following terms used in this Agreement shall be construed to have the meanings set forth below.

“ Approvals ” means, collectively, all actions, approvals, consents, waivers, exemptions, Orders, authorizations, registrations, declarations, filings and recordings.

“ Business or Condition ” of the Company means the business, operations, assets, properties, earnings, prospects or condition (financial or other) of the Company.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ Governmental Body ” means any federal, state, municipal, local or other governmental department, commission, board, bureau, agency, instrumentality, political subdivision or taxing authority, of any country.

“ Material Adverse Change; Material Adverse Effect; Materially Adverse ” in, on or with respect to, the Company, shall mean a material adverse change in the Company’s Business or Condition, a material adverse effect on the Company’s Business or Condition or an event which is materially adverse to the Company's Business or Condition.

“ Order ” means any order, writ, injunction, decree, judgment, award, determination, direction or demand by a Governmental Body, arbitrator or court.

“ Person ” means any individual, corporation, association, partnership, joint venture, limited liability company, trust or estate, organization, business, government or agency or political subdivision thereof, or any other entity.

“ Securities Act ” means the Securities Act of 1933, as amended.

2.            Representations and Warranties of the Company .   The Company hereby represents and warrants to the Investor that:

2.1            Organization, Good Standing and Qualification .   The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as presently conducted or proposed to be conducted.  The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to qualify would have a Material Adverse Effect.

2.2            Authorization .   All company action on the part of the Company necessary for the authorization, execution and delivery of this Agreement and the authorization, issuance and delivery of the Note has been taken and this Agreement, when executed and delivered by the Company and assuming due execution and delivery by the Investor, shall constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

2.3            Valid Issuance of Note .   The Note when issued, sold and delivered in accordance with the terms hereof for the consideration expressed herein, will be duly and validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under applicable state and federal securities laws.

2.4            Consents and Approvals .   No Approval by, from or with and no other action in respect of, any Governmental Body or any other Person (including any trustee or holder of any indebtedness, securities or other obligations of the Company) is required ( a ) for or in connection with the valid execution and/or delivery by the Company of or the performance by the Company of its obligations under this Agreement or the consummation by the Company of the transactions contemplated hereby, including the offer, issuance, sale and delivery by the Company of the Note, or ( b ) as a condition to the legality, validity or enforceability as against the Company of this Agreement.

3.            Representations and Warranties of the Investor .   The Investor hereby represents and warrants to the Company that:

3.1            Authorization .   The Investor has full power and authority to enter into this Agreement.  This Agreement, when executed and delivered by the Investor, assuming due execution and delivery by the other parties hereto, will constitute a valid and legally binding obligation of the Investor, enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of a specific performance, injunctive relief, or other equitable remedies.

3.2            Restricted Security .   The Investor understands that the Note is a “restricted security” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Investor must hold the Note indefinitely unless it is registered with the Securities and Exchange Commission (“ SEC ”) and qualified by state authorities, or an exemption from such registration and qualification requirements is available.

3.3            Foreign Investor .   If the Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), the Investor hereby represents that he has satisfied himself as to the full observance of the laws of his jurisdiction in connection with this Agreement and the purchase of the Note and such purchase will not violate any applicable securities or other laws of the Investor’s jurisdiction.

4.            Registration .  The Company shall prepare and file with the SEC a Form S-1 registration statement under the Securities Act covering the resale of the number of shares of Common Stock issuable upon conversion of the Note on or prior to September 30, 2009 and shall use commercially reasonable efforts to cause the registration statement to be declared effective under the Securities Act as promptly as possible after the filing thereof.  In addition, the Company shall prepare and file with the SEC another registration statement under the Securities Act covering the resale of any additional shares of Common Stock which may be issuable under the Note; provided , however , that the Company shall not be required to file such additional registration statement if such additional shares of Common Stock could otherwise be sold freely under Rule 144 under the Securities Act upon issuance.  

5.            Miscellaneous .

5.1            Use of Proceeds .   The parties agree that the net proceeds from the issuance of the Notes will be used as set forth on Schedule 5.1 .

5.2            Successors and Assigns .   This Agreement may not be assigned by the Company without the prior written consent of the Investor.  The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties.  Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

5.3            Governing Law; Forum .   This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of New York, without giving effect to principles of conflicts of law.  Each of the parties hereto submits to the personal jurisdiction of and each agrees that all proceedings relating hereto shall be brought in federal or state courts located within the State of New York.

5.4            Counterparts .   This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

5.5            Titles and Subtitles .   The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

5.6            Notices .   Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon delivery, when delivered personally or by overnight courier or sent by fax (upon customary confirmation of receipt) addressed to the party to be notified at such party’s address as set forth on the signature page hereto, or as subsequently modified by written notice, and if to the Company, with a copy to Westerman Ball Ederer Miller and Sharfstein, LLP, 170 Old Country Road, Suite 400, Mineola, New York 11501, Attn: Alan C. Ederer, Esq.

5.7            Confidentiality .   This Agreement is confidential, and none of its provisions or terms shall be disclosed to anyone who is not an Investor or an officer or director of the Company or their agents, advisers or legal counsel, unless required by law.

5.8            Entire Agreement .   This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof, and any and all other written or oral agreements relating to the subject matter hereof existing between the parties hereto are expressly canceled.  This Agreement may be modified or amended only with the written consent of all of the parties hereto.

IN WITNESS WHEREOF, the parties have duly executed this Note Purchase Agreement as of the date first written above.

The net proceeds from the issuance of the Note will be used for general working capital purposes.

NEITHER THIS NOTE NOR ANY SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. NEITHER THIS NOTE NOR ANY SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE MAY BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THIS NOTE OR SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE UNDER SUCH ACT UNLESS SUCH REGISTRATION IS NOT REQUIRED PURSUANT TO A VALID EXEMPTION THEREFROM UNDER THE ACT.

FOR VALUE RECEIVED, the undersigned Plastinum Polymer Technologies Corp. , a Delaware corporation (referred to herein as " Borrower " or the " Company "), promises to pay to the order of R