PROMISSORY NOTE

THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR UNDER THE PROVISIONS OF ANY APPLICABLE STATE SECURITIES LAWS, BUT HAVE BEEN ACQUIRED BY THE REGISTERED HOLDER HEREOF FOR PURPOSES OF INVESTMENT AND IN RELIANCE ON STATUTORY EXEMPTIONS UNDER THE 1933 ACT, AND UNDER ANY APPLICABLE STATE SECURITIES LAWS.  THESE SECURITIES MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR ASSIGNED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER THE PROVISIONS OF THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT.

           FOR VALUE RECEIVED, ECO ₂ PLASTICS, INC. , a Delaware corporation (the “ Promisor ”) hereby promises to pay to the order of __________________________, (the “ Promisee ” or the “ Holder ”), in lawful money of the United States at the address of the Holder set forth herein, the principal amount of ________________________ dollars and _______ cents ($____________) (the “ Note Amount ”), together with Interest, as defined below.  This Promissory Note (“ Note ”) has been executed by the Promisor on the date set forth above (the “ Effective Date ”).

1.               Interest .  Interest shall accrue at eight percent (8%) per annum on the outstanding principal amount of this Note (the “ Interest ”).  Upon the occurrence of an Event of Default and for so long as such Event of Default continues, Interest shall accrue on the outstanding Note Amount at the rate of eight percent (8%) per annum (the “ Default Interest Rate ”).

2.               Maturity Date .  The Note Amount, any accrued Interest thereon and all other sums due hereunder, shall be due and payable October 31, 2009 (the “ Maturity Date ”).

3.   Application of Payments .

3.1.              Except as otherwise expressly provided herein, payments under this Note shall be applied, (i) first to the repayment of any sums incurred by the Holder for the payment of any expenses in enforcing the terms of this Note, (ii) then to the payment of any accrued but unpaid Interest under this Note, and (iii) then to the reduction of the Note Amount.

3.2.              The Promisor may prepay all or any part of the principal without penalty.

3.3.              Upon payment in full of the Note Amount, any applicable accrued and unpaid Interest thereon, and any other sums due hereunder, this Note shall be marked “Paid in Full” and returned to the Promisor.

4.               Waiver of Notice .  The Promisor hereby waives presentment for payment, demand, notice of nonpayment, notice of protest and protest of this Note, and all other notices in connection with the delivery, acceptance, performance, default or enforcement of the payment of this Note, and agrees that the liability of the Promisor shall be unconditional without regard to the liability of any other party and shall not be in any manner affected by any indulgence, extension of time, renewal, waiver or modification granted or consented to by the Promisee.

5.               Events of Default .  The occurrence of any of the following events (each an “ Event of Default ”) shall constitute an Event of Default of the Promisor:

5.1.   the failure of the Promisor to make any payment due hereunder within three (3) days after the due date thereof; and

5.2.              (i) the application for the appointment of a receiver or custodian for the Promisor or the property of the Promisor, (ii) the entry of an order for relief or the filing of a petition by or against the Promisor under the provisions of any bankruptcy or insolvency law, (iii) any assignment for the benefit of creditors by or against the Promisor, or (iv) the Promisor’s insolvency (which term is defined for purposes of this paragraph as the failure or inability of the Promisor to meet its obligations as the same fall due).

           Upon the occurrence of any Event of Default that is not cured within any applicable cure period, if any, the Holder may elect to take at any time any or all of the following actions: (i) declare this Note to be forthwith due and payable, whereupon the entire unpaid Note Amount, together with all accrued and unpaid Interest thereon (including the Default Interest Rate), and all other cash obligations hereunder, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Promisor, anything contained herein to the contrary notwithstanding, (ii) set-off any amounts owed by the Promisee or any Affiliate of the Promisee (each of which is an intended third party beneficiary hereunder), to the Promisor whatsoever against any amounts owed by the Promisor to the Promisee hereunder; and (iii) exercise any and all other remedies provided hereunder or available at law or in equity.  For purposes of this Note, “ Affiliate ” means any other party that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is un