Lender : TBeck Capital, Inc.
Borrower : Advanced Growing Systems, Inc.
FOR VALUE RECEIVED, Advanced Growing Systems, Inc., a Nevada corporation, (“Borrower”) promises to pay to the order of
TBeck Capital, Inc. (“Lender”), the principal sum of $750,000, or so much as may be disbursed to, or for the benefit of the
Borrower by Lender. The principal balance of this note includes all amounts advanced from Lender since December 15, 2006, as
well as amounts advanced after the date of this Note.
December 20, 2006
I. Future Advances. Future advances shall be made upon application by Borrower.
Interest & Principal. The unpaid principal of this note shall bear simple interest at the rate ten percent (10.0%) per annum.
Interest shall be calculated based on the principal balance as may be adjusted from time to time to reflect additional
advances made hereunder. Interest on the unpaid balance of this Note shall accrue and be paid quarterly or upon payment
of the note, whichever is earlier. This note becomes due and payable on the earlier of.
i. December 31, 2010.
A change of control of Borrower, i.e., change in ownership in over 50% of Borrower’s common stock.
iii. The sale of substantially all Borrower’s assets.
III. Prepayment. This note is closed to prepayment.
IV. Conversion Feature. The Lender shall have the right to convert all or a portion of this note to common shares of the
Borrower at $.50 per share, and at any time from the date of this note for 5 years by giving written notice to the Borrower.
V. Earned Warrant. For each dollar advanced under this note, Lender shall receive a warrant to purchase one share of
Borrowers’ common stock for $1.00 at any time from the date of this note for 5 years by giving written notice to the
Borrower. Such warrants shall be issued every two weeks from the date of the first advance for each advance or cumulative