Attached files

file filename
EX-14 - CODE OF ETHICS - Ciralight Global, Inc.ex14.txt
EX-21 - SUBSIDIARIES - Ciralight Global, Inc.ex21.txt
EX-5.1 - OPINION & CONSENT OF COUNSEL - Ciralight Global, Inc.ex5-1.txt
EX-4.4 - CONVERTIBLE NOTE - Ciralight Global, Inc.ex4-4.txt
EX-4.1 - CONVERTIBLE NOTE - Ciralight Global, Inc.ex4-1.txt
EX-4.2 - CERTIFICATE OF DESIGNATION - Ciralight Global, Inc.ex4-2.txt
EX-4.5 - CONVERTIBLE NOTE - Ciralight Global, Inc.ex4-5.txt
EX-4.6 - SPECIMAN STOCK SUBSCRIPTION AGREEMENT - Ciralight Global, Inc.ex4-6.txt
EX-3.2 - BYLAWS - Ciralight Global, Inc.ex3-2.txt
EX-3.1.3 - CERTIFICATE OF AMENDMENT - Ciralight Global, Inc.ex3-13.txt
EX-10.6 - NON-EXCLUSIVE DEALER AGREEMENT - Ciralight Global, Inc.ex10-6.txt
EX-10.5 - NON-EXCLUSIVE DEALER DIST. AGREEMENT - Ciralight Global, Inc.ex10-5.txt
EX-3.1.2 - CERTIFICATE OF AMENDMENT - Ciralight Global, Inc.ex3-12.txt
EX-3.1.1 - ARTICLES OF INCORPORATION - Ciralight Global, Inc.ex3-11.txt
EX-23.2 - CONSENT OF ACCOUNTANTS - Ciralight Global, Inc.ex23-2.txt
EX-10.3 - ASSIGNMENT OF PATENTS - Ciralight Global, Inc.ex10-3.txt
EX-10.9 - FINANCIAL CONSULTING AGREEMENT - Ciralight Global, Inc.ex10-9.txt
EX-23.3 - CONSENT OF ACCOUNTANTS - Ciralight Global, Inc.ex23-3.txt
EX-10.2 - AMENDMENT TO EXCHANGE AGREEMENT - Ciralight Global, Inc.ex10-2.txt
EX-10.7 - NON-EXCLUSIVE DEALER AGREEMENT - Ciralight Global, Inc.ex10-7.txt
EX-10.1 - EXCHANGE AGREEMENT - Ciralight Global, Inc.ex10-1.txt
EX-10.10 - REPLACEMENT PROMISSORY NOTE - Ciralight Global, Inc.ex10-10.txt
S-1 - FORM S-1 OF CIRALIGHT GLOBAL, INC. - Ciralight Global, Inc.g3802.txt
EX-10.4 - NON-EXCLUSIVE DEALER AGREEMENT - Ciralight Global, Inc.ex10-4.txt

                                                                    Exhibit 10.8

PROMISSORY NOTE

     THIS PROMISSORY NOTE HAS BEEN ACQUIRED BY PAYEE FOR INVESTMENT AND NOT WITH
A VIEW TO, OR FOR SALE IN CONNECTION WITH, ANY  DISTRIBUTION  THEREOF WITHIN THE
MEANING OF THE SECURITIES ACT OF 1933, AS AMENDED.  THIS PROMISSORY NOTE HAS NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  OR THE SECURITIES
LAWS OF ANY STATE, AND IS SUBJECT TO RESTRICTION ON TRANSFERABILITY  AND RESALE,
AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED  UNDER SAID ACT OR LAWS
PURSUANT  TO  REGISTRATION  OR  EXEMTION  THEREFROM.   NO  COMMISSION  OR  OTHER
REMUNERATION  IS BEING PAID OR GIVEN  DIRECTLY OR INDIRECTLY  FOR SOLICITING ANY
PROSPECTIVE  PURCHASER  OF THIS  PROMISSORY  NOTE.  NO GENERAL  SOLICITATION  OR
ADVERTISING  HAS BEEN USED IN  CONNECTION  WITH THE ISSUANCE OF THIS  PROMISSORY
NOTE.


$69,865.00                                                      January 15, 2010

     FOR VALUE  RECEIVED,  the  undersigned,  Randall  Letcavage  with principal
offices at 2603 Main Street, Suite 1150, Irvine, CA 92614 ("Maker"), promises to
pay to the order of Ciralight Global Inc. ("Payee"),  at 2603 Main Street, Suite
1150,  Irvine,  CA 92614 or at such other  address as may be  designated  by the
holder of this  unsecured  Promissory  Note  ("Note"),  the sum of $69,865.00 in
lawful money of the United States  (receipt of which is hereby  acknowledged  by
Maker),  together with simple  interest  accruing on the  outstanding  principal
balance  hereof at the annual  rate of Eight  percent  (8.0%) from and after the
date hereof.  The outstanding  principal  balance  hereof,  plus all accrued and
unpaid interest, shall be due and payable on July 15, 2010.

     Maker shall have the privilege of prepaying the outstanding balance of this
Note in whole,  at any time, or in part,  from time to time,  without premium or
penalty.  Any prepayment  shall be applied first to accrued and unpaid  interest
and, thereafter, to the outstanding principal of this Note.

     Upon the  occurrence of any of the following  events  ("Event of Default"),
the holder  hereof shall have the option to declare Maker to be in default under
this Note and shall  have the power to  declare  the  unpaid  principal  balance
hereof to be immediately due and payable:

          (a) Maker's failure to make any payment when due and payable hereunder
and failure to cure such  non-payment  within thirty (30) days after the receipt
by Maker of written notice thereof.

(b) The occurrence of any of the following events with respect to Maker: (i) the making of an assignment for the benefit of creditors, or (ii) the commencement of proceedings in bankruptcy or any other proceedings for arrangement or reorganization of Maker's debts under any state or federal law, whether instituted by or against Maker (if proceedings are commenced against Maker, Maker shall have sixty (60) days to obtain dismissal of the proceedings). Except as otherwise provided herein, Maker waives presentment, demand, notice of dishonor, notice of protest and all other demands or notices with respect to the delivery, acceptance, performance and enforcement of this Note. This Note shall be deemed executed and delivered in the State of Utah, and shall be governed by and construed in accordance with the internal laws of the State of Utah, without regard to the laws of conflicts. All notices which may be given under this Note shall be made in writing and either delivered in person or sent by registered or certified mail, return receipt requested, or by a nationally recognized overnight courier, addressed to the parties hereto at their respective addresses set forth above or to such other address as Maker or Payee may from time to time designate by notice hereunder. Maker or Payee may specify in writing a different address for such purposes by notice to the other. Notices shall be deemed to have been delivered upon the earlier of actual receipt or two business days after deposit in the United States mail or the second business day following the day notice is given by said overnight courier. The provisions of this Note are severable and the invalidity or unenforceability of any provisions hereof shall not alter or impair the remaining provisions of this Note. IN WITNESS WHEREOF, Maker has executed this Note as of the day and year first above written. Randall Letcavage /s/ Randall Letcavage ----------------------------------- Print name: Randall Letcavage -2