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Exhibit 10.55
UNSECURED PROMISSORY NOTE
July 7, 2006
FOR VALUE RECEIVED, the undersigned, GreenMan Technologies Inc.,
(the
"Debtor"), hereby promises to pay to the order of Maurice E.
Needham, an
individual residing at 80 Bridge Street, Manchester, MA 01944 (the
"Holder") on
or before, June 30, 2009 the principal sum of Twenty Thousand, Two
Hundred and
Sixty Dollars ($20,260) or such lesser principal amount then
outstanding,
together with all accrued and unpaid interest thereon. Interest on
the principal
amount of this Note will accrue from and including the date hereof
until and
including the date such principal amount is paid, at a rate equal
to twelve
percent (12%) per annum. Interest only shall be payable, in
quarterly
installments commencing on October 1, 2006 in lawful money of the
United States
of America, in immediately available funds. Interest shall be
computed on the
basis of a 360-day year and a 30-day month.
The outstanding balance of this Note shall be rendered immediately
due and
payable, without the necessity of a Demand Notice, in case of any
of the
following acts (individually, an "Event of Default"): (a) entry of
any judgment
or order against the Debtor for the payment of money, if the same
is not
satisfied or enforcement proceedings are not stayed within sixty
(60) days or
if, within sixty (60) days after the expiration of any such stay,
the judgment
or order is not dismissed, discharged or satisfied; (b) appointment
of a
receiver, trustee, custodian or similar official, for the Debtor or
any property
or assets of the Debtor; (c) conveyance of any or all assets to a
trustee,
mortgagee or liquidating agent or assignment for the benefit of
creditors by
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