Exhibit
10.2
PROMISSORY
NOTE
PRINCIPAL
AMOUNT :
$80,000.00
INTEREST
RATE :
10.00%
BORROWER :
ETHOS ENVIRONMENTAL,
INC.
LENDER :
MKM OPPORTUNITY MASTER
FUND, LIMITED
DUE
DATE :
ON OR BEFORE THE SIX
MONTH ANNIVERSARY HEREOF
PAYMENT :
$80,000 AND ANY ACCRUED
INTEREST SHALL BE DUE BY 5:00PM PACIFIC TIME ON OR BEFORE THE DUE
DATE
DATE OF
EXECUTION :
October 13,
2009
1.
Principal
Repayment .
For value received, Borrower hereby promises to pay to Lender the
principal amount of $80,000 (the “Principal Amount”)
with 10% simple interest thereon.
2.
Payment
Terms .
Borrower shall pay the principal as follows:
(a)
Initial
Payment .
Borrower acknowledges that Lender has advanced total consideration
valued at $80,000 on or prior to the date of execution hereof;
and,
(b)
Balloon
Payment . The
Borrower shall repay the Principal Amount plus the accrued interest
on or before the six (6) month anniversary of the date of execution
of this Note.
3.
Default
. Borrower will be in
default if any of the following occur:
(a)
Borrower breaks any
promise Borrower has made to Lender in this Note or Borrower fails
to perform promptly at the time and strictly in the manner provided
in this Note;
(b)
Any representation or
statement made or furnished to Lender by Borrower or on Borrower's
behalf in connection with this Note is false or misleading in any
material respect; or,
(c)
A receiver is appointed
for any part of Borrower's property, Borrower makes an assignment
for the benefit of creditors, or any proceeding is commenced either
by Borrower or against Borrower under any Bankruptcy or insolvency
laws seeking the liquidation or reorganization of Borrower and such
proceeding is not dismissed within 60 days after such
filing.
4.
Borrower’s
Right to Prepay . Borrower may pay without penalty,
all or a portion of the amount owed earlier that it is due. Any
prepayment shall be first applied against any accrued and unpaid
interest and then to reduce the amount of principal due under this
Note.
5.
Waiver of Demand,
Presentment, etc . The Borrower hereby expressly
waives demand and presentment for payment, notice of nonpayment,
protest, notice of protest, notice of dishonor, notice of
acceleration or intent to accelerate, bringing of suit and
diligence in taking any action to collect amounts called for
hereunder and shall be directly and primarily liable for the
payment of all sums owing and to be owing hereunder, regardless of
and without any notice, diligence, act or omission as or with
respect to the collection of any amount called for
hereunder.
6.
Payment
. Except as otherwise
provided for herein, all payments with respect to this Note shall
be made in lawful currency of the United States of America by check
or wire transfer of immediately available funds, at the option of
the Lender, at the principal
