Exhibit 10
NOTE PAYMENT
AGREEMENT
This Agreement
is made and entered into this 11th day of August, 2009 between
United EcoEnergy Corporation (“UEEC”), a Nevada
Corporation with its principal offices in Florida
(“UEEC”), and City24/7 (“CITY”), a New York
Limited Liability Company (“CITY”).
WHEREAS, UEEC
has advanced the total sum of $250,000 to CITY as secured
promissory notes to assist CITY with its operating expenses;
and
WHEREAS, CITY
is now in default on repayment of the total sum advanced to it by
UEEC; and
WHEREAS, CITY
and UEEC have agreed to the terms of repayment and satisfaction of
the total sum advanced to CITY by UEEC;
NOW, THEREFORE,
for valuable consideration the receipt and sufficiency of which are
expressly agreed to and acknowledged by CITY and UEEC, the parties
hereby agree as follows:
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In exchange for
the delivery to UEEC by CITY of fully signed documents in a form
reasonably acceptable to UEEC that admits UEEC as a member of CITY
with a resulting ten percent (10%) interest in CITY, UEEC shall
deliver the following to CITY:
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the Senior
Secured Note dated September 8, 2008 in the principal amount of
$100,000 payable to the order of UEEC (“Note 1”) and
the senior secured note dated October 8, 2008 in the principal
amount of $150,000 payable to the order of UEEC (“Note
2”) (together, the “NOTES”) both marked as
“paid in full”;
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all security
agreements as security for the repayment of the Notes marked as
“paid in full”;
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a properly
executed UCC-3 releasing the security interest granted to UEEC in
the UCC-1 that CITY executed and delivered to UEEC for filing in
connection with the Notes; and
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a duly signed
instrument confirming that all interest accrued on the Notes as
of August 11, 2009 is also paid in full.
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Closing of the
transaction contemplated in Item 1 a
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