X0303 4 2008-08-22 0 0000855372 ECO2 PLASTICS INC ECOO.0B 0001196460 HUTTON GEORGE THOMPSON C/O WHITE MOUNTAINS INSURANCE GROUP, LTD 80 SOUTH MAIN STREET HANOVER NH 03755 1 0 0 0 Series B-2 Convertible Preferred 2008-06-04 4 P 0 5250000 0.025 A Common Stock 5250000 5250000 I Trustee, Hutton Living Trust Ltd. dtd. 12-10-96 Convertible Secured Promissory Note 2008-08-22 4 P 0 3333333 50000 A 2009-03-31 Common Stock 3333333 3333333 I Trustee, Hutton Living Trust Ltd. dtd. 12-10-96 Common Stock Purchase Warrant 0.015 2008-08-22 4 P 0 1666667 0 A 2008-08-22 2015-04-14 Common Stock 1666667 1666667 I Trustee, Hutton Living Trust Ltd. dtd. 12-10-96 Convertible Secured Promissory Note 2008-08-28 4 P 0 3333333 50000 A 2009-03-31 Common Stock 3333333 6666666 I Trustee, Hutton Living Trust Ltd. dtd. 12-10-96 Common Stock Purchase Warrant 0.015 2008-08-28 4 P 0 1666667 0 A 2008-08-22 2015-04-14 Common Stock 1666667 3333334 I Trustee, Hutton Living Trust Ltd. dtd. 12-10-96 Once issued, the Series B-2 Preferred Stock will be convertible at any time, at the holder's election and will have no expiration date. Mr. Hutton has the option, at his sole discretion, to purchase the shares of Series B-2 Preferred Stock from the Issuer at any time on or prior to September 30, 2008 or at such other date as Mr. Hutton and the other purchasers in the transaction agree upon (the "Closing Date"). The Closing Date may be extended upon the occurrence of certain conditions. In the event the Promisor has consummated a new equity financing in a single transaction or a series of related transactions yielding gross proceeds of at least $1,000,000.00 in the aggregate (the "Next Equity Financing"), then the underlying securities shall consist of equity securities issued in such Next Equity Financing, at a price per share equal to the lesser of (x) 80% of the purchase price paid by the purchasers of other securities sold in such Next Equity Financing or (y) $0.015. If the Next Equity Financing has not occurred, then the Conversion Securities will be convertible at a price per share of $0.015. The Convertible Secured Promissory Note represents a principal investment of $50,000. The title and amount of underlying securities will be dependent upon the conversion requirements set forth in footnote (3) listed above. In addition, Hutton Living Trust Ltd. dtd. 12-10-96, of which Mr. Hutton is a trustee, holds 12,613,013 shares of Series B-1 Convertible Preferred Stock. Hutton Living Trust Ltd. dtd. 12-10-96 also holds 10,918,072 common stock purchase warrant shares. As of the date of filing, the conversion price of the Notes is $0.015 and the Notes are convertible into an aggregate of 3,333,333 shares of Series C Convertible Preferred Stock. Each share of Series C Convertible Preferred Stock is convertible into one share of Common Stock as of the date of filing. The Convertible Secured Promissory Note has no expiration date. The warrants to purchase Common Stock were received in exchange for $50.00, for a price equivalent to $0.00003 per share. G. Thompson Hutton 2008-10-10