Attached files

                                                                    Exhibit 10.5

                           RENAISSANCE BIOENERGY INC.
                                 PROMISSORY NOTE

US$11,818.00                                                        May 26, 2010
                                                           Los Angeles, CA 90067

     1. LOAN AMOUNT.  FOR VALUE RECEIVED,  RENAISSANCE  BIOENERGY INC., a Nevada
corporation ("Borrower"), hereby promises to pay to the order of James F. Franco
or his assignees ("Lender"), the principal sum of Eleven Thousand, Eight Hundred
Eighteen  and 00/100  Dollars  ($11,818.00)  (1), 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 by $0.02,  subject
to stock splits.

     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.


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1.   NET PURCHASE  PRICE.  The Note carries a $1,000.00  original issue discount
     ("OID").  In addition,  the Borrower agrees to pay $818.00 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 $10,000.00,  computed as follows: $11,818.00 LESS the OID LESS the
     Transaction Expenses.

     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: James F. Franc