EXHIBIT 10.1
THE SHARES REPRESENTED BY THIS
CONVERTIBLE NOTE AND THE CONVERTIBLE NOTE HAVE NOT BEEN REGISTERED
UNDER THE FEDERAL OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD,
TRANSFERRED OR HYPOTHECATED IN ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT UNDER SUCH LAWS AS MAY BE APPLICABLE OR, AN OPINION OF
COUNSEL, SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION FROM SUCH
APPLICABLE LAWS EXIST.
SECURED NOTE
$54,945.00
February 25, 2009
FOR VALUE RECEIVED, Ecosphere
Technologies, Inc. (the “Company”), a Delaware
corporation, hereby promises to pay to the order of G3PRA LLC, a
Florida limited liability company (the “Holder”), at
7111 CUTTER COURT, PARKLAND FL 33067, or at such other office as
Holder designates in writing to the Company, the principal sum of
fifty thousand and xx/100 Dollars ($54,945.00) which amount
includes interest computed at the annual rate of eighteen percent
(18%). The principal shall be due and payable six months from
the date of this Note. While in default, this Note shall bear
interest at the rate of 18% per annum. Payments shall be made in
lawful money of the United States. This Note is secured by
the obligations under that certain Secured Line of Credit Agreement
dated February 25, 2009 (the “Agreement”).
Capitalized terms used, but not otherwise defined herein,
shall have the meaning ascribed to such terms in the Agreement.
1. Event of Default . In the
event the Company shall commence any case, proceeding or other
action under any existing or future law of any jurisdiction,
domestic or foreign, relating to bankruptcy, insolvency,
reorganization, or relief of debtors, seeking to have an order for
relief entered with respect to it, or seeking to adjudicate it as
bankrupt or insolvent, or seeking reorganization, arrangement,
adjustment, winding-up, liquidation, dissolution, composition or
other relief with respect to its debts, or seeking appointment of a
receiver, custodian, trustee or other similar official for it or
for all or any substantia
