1847 (EFSH) 8-K Entry into a Material Definitive Agreement

Exhibit 10.4

PROMISSORY NOTE

$655,000 Sonoma County, California

May 28, 2020

FOR VALUE RECEIVED, the undersigned, 1847 Asien Inc., a Delaware corporation having a mailing address at 1801 Piner Road, Santa Rosa, California 94501 (the “Maker”), unconditionally promises to pay to the order of Joerg Christian Wilhelmsen and Susan Kay Wilhelmsen, as Trustees of the Wilhelmsen Family Trust, U/D/T dated May 1, 1992 (the “Lender”), the principal sum of Six Hundred Fifty-Five Thousand Dollars ($655,000), at an interest rate of one percent (1%) computed on the basis of a 360 day year. The Maker further agrees to pay all costs of collection, including reasonable attorneys' fees, incurred by the Lender or by any other holder of this Note in any action to collect this Note, whether or not suit is brought.

Principal and accrued interest shall be payable 24 hoursAFTER WRITTEN DEMAND.

Maker shall have the right at any time to prepay, in whole or in part, the principal without penalty, subject to the qualification, however, that no partial prepayment of the original sum shall in any way release, discharge or affect the obligation of the Maker to make full payment in the amount of the balance of said principal sum plus accrued interest thereon at the time of demand.

The amounts due hereunder are payable in lawful money of the United States of America to the Lender at is address as specified above or at such other place as the holder of this Note shall from time to time designate, in immediately available funds.

No failure on the part of the Lender or any other holder of this Note to exercise and no delay in exercising any right, remedy or power hereunder or under any other document or agreement executed in connection herewith shall operate as a waiver thereof, nor shall any single or partial exercise by the Lender or any other holder of this Note of any right, remedy or power hereunder preclude any other or future exercise of any other right, remedy or power.

This Note shall be binding upon the Maker and the Maker’s successors and assigns.

This Note is executed and delivered in the State of New York and is to be governed by and construed in accordance with the laws of the State of New York.

In the event that any one or more of the provisions of this Note shall for any reason be held to be invalid, illegal or unenforceable, in whole or in part, or in any respect, or in the event that any one or more of the provisions of this Note shall operate, or would prospectively operate, to invalidate this Note, then, and in any such event, such provision or provisions only shall be deemed null and void and of no force or effect and shall not affect any other provision of this Note, and the remaining provisions of this Note shall remain operative and in full force and effect, shall be valid, legal and enforceable, and shall in no way be affected, prejudiced or disturbed thereby.

1847 ASIEN INC.
By:	/s/ Robert Patterson
Name:	Robert Patterson
Title:	Chief Executive Officer