Attached files

                                                                    Exhibit 10.3

                           RENAISSANCE BIOENERGY INC.
                                 PROMISSORY NOTE

US$ 88,635.00                                                       May 25, 2010
                                                           Los Angeles, CA 90067

1. Loan Amount.  FOR VALUE RECEIVED (1),  Renaissance  BioEnergy  Inc., a Nevada
corporation  ("Borrower"),  hereby  promises  to pay to the order of Point North
Investments,  LLC ("Lender"),  the principal sum of Eighty-eight  Thousand,  Six
Hundred Thirty-five and 00/100 Dollars ($88,635.00) (2), at the place and in the
manner  hereinafter  provided,  together  with  interest  thereon  at the  rates
described below.

2.  Payment of Interest.  Interest  shall be paid at maturity at the rate of 10%
per annum in cash,  payable at  maturity  or upon  conversion  as  described  in
section 4.

3.  Payments of  Principal.  The unpaid  principal  balance of this Note, if not
sooner declared to be due in accordance with the terms hereof,  shall be due and
payable in full on the sale of the  material  assets of the  Borrower or May 30,
2011 (the "Maturity  Date").  However,  the Borrower has the right to repay this
Note at any time upon five (5) days notice to Lender.

4. Method of  Payments.  All payments of  principal  hereunder  shall be paid by
check,  wire  transfer  or in coin or  currency  which,  at the time or times of
payment,  is the legal tender for public and private  debts in the United States
of  America  and  shall be made at such  place as  Lender  may from time to time
appoint.  Lender,  at its own option,  shall be  permitted to convert all or any
portion  of the Note in any  amount  and as often as  Lender  desires  to common
shares of the Borrower's  common stock.  The number of shares to be issued shall
be determined by dividing the amount submitted for conversion

5. Covenants and Waivers.  Borrower expressly agrees hereby to be bound and: (i)
waives  presentment  and  demand  for  payment,  notices  of  nonpayment  and of
dishonor,  protest of dishonor,  and notice of protest;  (ii) waives any and all
notices in  connection  with the  delivery and  acceptance  hereof and all other
notices in connection  with the  performance,  default,  or  enforcement  of the
payment hereof or hereunder;  and (iii) waives any and all lack of diligence and
delays in the enforcement of the payment hereof.

6. Notices.  All notices and communications  under this Note shall be in writing
and shall be delivered to the addresses set forth below.

7.  Governing  Law.  This  Note  is  governed  and  controlled  as to  validity,
enforcement,  interpretation,  construction, effect and in all other respects by
the  statutes,  laws  and  decisions  of  the  State  of  Nevada  applicable  to
transactions to be performed entirely within the State of Nevada.

8. Waiver and  Amendment.  Any provision of this Note may be amended,  waived or
modified upon the written agreement of Borrower and Lender.

9. Binding  Obligations.  The obligations and liabilities of Borrower under this
Note shall be binding upon and enforceable  against  Borrower and its successors
and  assigns.  This Note shall  inure to the  benefit of and may be  enforced by
Lender and its successors and assigns.

10.  Liquidation  of the  Borrower.  In the  event  of  the  liquidation  of the
Borrower,  this Note shall be treated  pari passu with all other Notes issued up
to and including the issue date of this Note.

IN WITNESS WHEREOF, Borrower has executed this Note as of the day and year first
written above.

                                           Renaissance BioEnergy Inc.


                                           By: /s/ Scott Pummill
                                              ----------------------------------
                                           Name:    Scott Pummill
                                           Title:   Chief Executive Officer
                                           Address: 1875 Century Park East
                                                    Suite 700
                                                    Los Angeles, CA 90067
                                                    Fax: 310-861-1171

Name of Lender: Point North Investments, LLC

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1)   VALUE RECEIVED:  As partial  consideration,  this note replaces  promissory
     notes  payable to Lender,  dated  February 1, 2010 and February 25, 2010 in
     the amounts of US$50,000 and US$15,000 which are hereby cancelled.

2)   NET PURCHASE  PRICE:  The Note  carries a $7,500  original  issue  discount
     (OID).  In  addition,  the  Borrower  agrees to pay $6,135 to the Lender to
     cover the Lender's legal fees, accounting costs, due diligence,  monitoring
     and other  transaction  costs incurred in connection  with the purchase and
     sale of this Note (the "Transaction  Expenses").  The Lender at the Closing
     withheld the Transaction  Expenses.  Accordingly,  the "Net Purchase Price"
     shall be  $75,000,  computed as  follows:  $ 88,635 less the OID,  less the
     Transaction Expenses