18% SUBORDINATED SECURED PROMISSORY NOTE

Exhibit 4.2

Neither the offer nor sale of the securities represented by this certificate has been registered under the Securities Act of 1933, as amended, (the “Act”).  The securities may not be sold, transferred or assigned in the absence of an effective registration statement for the securities under the Act, or an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, that registration is not required under the Act or unless sold pursuant to Rule 144 or Regulation S under the Act.

18% SUBORDINATED SECURED PROMISSORY NOTE

FOR VALUE RECEIVED, the undersigned, ADVANCED GROWING SYSTEMS, INC., a Nevada corporation, (the “ Company ”), promises to pay to the order of CCM PARTNERS FUND, LP , a Cayman Islands Exempted Limited Partnership, (the “ Holder ”) or registered assigns, the principal sum of Two Hundred Fifty Thousand Dollars (US$250,000.00) plus accrued and unpaid interest, on the earlier (the “ Maturity Date ”) of (i) June 10, 2009 (the “ Final Maturity Date ”), or (ii) the date that this Note may otherwise be due, by acceleration or otherwise, pursuant to this Note or the Note Purchase Agreement dated December 10, 2008 by and between the Company and the Holder (as from time to time amended, the “ Note Purchase Agreement ”).  Capitalized terms not otherwise defined herein shall be as defined in the Note Purchase Agreement.

1.   Interest .  The outstanding principal amount of this Note shall bear simple interest at a rate of eighteen percent (18%) per annum from the date of this Note above until the Maturity Date.  Such interest will be based on a 360-day year and calculated for the actual number of days elapsed in which interest is being calculated.

2.   Interest Payments .  The Company shall pay the Holder all accrued but unpaid interest on the first Business Day of each calendar month commencing the month of January 2009 and the Maturity Date.  The Holder shall have no obligation to deliver to the Company any invoice or other statement setting forth the amount of principal, interest or any other amounts due on any payment date, and any absence by the Holder to provide any such invoice or statement shall not reduce or otherwise impair the Company’s obligation to pay any amounts payable hereunder.  The Company shall make all interest payments under this Note to the Holder by 2:00 p.m. on the date when due unless the date is not a Business Day.  If the due date is not a Business Day, payment is due on, and interest will accrue to, the next Business Day.  The Company shall make all payments in United States Dollars in immediately available funds transferred by wire transfer to an account designated by the Holder.

3.   Default Interest .  If a Default or an Event of Default, as such terms are defined in the Note Purchase Agreement, has occurred and is continuing, interest shall accrue, in addition to interest under Section 1 above, at the Default Rate, as defined in the Note Purchase Agreement.

4.   Seniori