PROMISSORY NOTE $300,000 THREE HUNDRED THOUSAND DOLLARS FOR VALUE RECEIVED, Cloudtech Sensors, Inc., formerly known as Advanced Products Group, Inc., corporation formed under the laws of the State of Delaware, (hereinafter " PAYOR" or " Cloudtech" ) does hereby promise to pay to Edward J. da Parma his legal representatives, successors, and/or assigns or to bearer (hereinafter, the " PAYEE" ) THREE HUNDRED THOUSAND ($300,000.00) DOLLARS, pursuant to the terms of this Note, in conjunction with the Amended and Restated Agreement and Plan of Merger, dated as of May 31, 2007, entered into by and between the PAYOR and Cloudtech Sensors, Inc., a corporation formed under the laws of the State of Delaware, which merged with and into the PAYOR, effective May 31, 2007 (" Old Cloudtech" ) (the " Amended Merger Agreement" ) (the terms and conditions thereof to be incorporated herein by reference), for the payment of any remaining liabilities or obligations of the PAYOR, prior to the Effective Date of the Merger Agreement. PAYOR agrees to pay in conformity with the following terms:1. Revokes Prior Notes. This Note hereby replaces and supersedes the Old Cloudtech promissory note, dated February 27, 2007, which was terminated by operation of law in the Amended Merger Agreement.2. Payments and Maturity Date . 2.1 Payment Structure. Payment shall be made in a lump-sum payment due within five (5) business days after PAYOR raises at least one-million three hundred thousand dollars ($1,300,000) in a private transaction from third party sources in net sales of equity after payment of transaction fees (the " Maturity Date" ). 2.2 Prepayment: Prepayment may be made under this Note i ...
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