Unassociated Document


    


    


    EXHIBIT
      10.28

    


    


     

    THIS
      NOTE
      HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
      QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND HAS BEEN TAKEN FOR
      INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH
      ANY DISTRIBUTION THEREOF. THIS NOTE MAY NOT BE SOLD OR OTHERWISE TRANSFERRED
      IN
      THE ABSENCE OF SUCH REGISTRATION AND QUALIFICATION WITHOUT, EXCEPT UNDER CERTAIN
      SPECIFIC LIMITED CIRCUMSTANCES, AN OPINION OF COUNSEL FOR THE LENDER, REASONABLY
      ACCEPTABLE TO THE COMPANY, THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT
      REQUIRED.

     

     

    


    HYBRID
      TECHNOLOGIES, INC.

    


     

    PROMISSORY
      NOTE

     

    
      	
              $________

               

            	
              ___________,
                2008

               

            
	 	
              Las
                Vegas, Nevada

               

            


    

    


    FOR
      VALUE
      RECEIVED, HYBRID TECHNOLOGIES, INC., a Nevada corporation (the "Company"),
      with
      a mailing address at 5841 East Charleston, Suite 230-145, Las Vegas, Nevada
      89142, promises to pay to Crystal Capital Ventures Inc. (the "Lender"), in
      lawful money of the United States of America, the principal sum of
      ______________Dollars ($__________), together with simple interest from the
      date
      of this Note on the unpaid principal balance at a rate equal to ten (10.0%)
      percent per annum, computed on the basis of the actual number of days elapsed
      and a year of 365 days. All unpaid principal, together with any then unpaid
      and
      accrued interest and other amounts payable hereunder, shall be due and payable
      at any time after the earlier of (i)
      the
      Maturity Date (as defined below), or (ii)
      when,
      upon or after the occurrence of an Event of Default (as defined below), such
      amounts are declared due and payable by the Lender or made automatically due
      and
      payable in accordance with the terms hereof.

     

    This
      Note
      is issued pursuant to the Loan Agreement (defined below), the terms and
      conditions of which are hereby incorporated herein by reference. The following
      is a statement of the rights of the Lender and the conditions to which this
      Note
      is subject, and to which the Lender, by the acceptance of this Note,
      agrees:

     

    Definitions. 
      As used in this Note, the following capitalized terms have the following
      meanings:

     

    "Company"
      includes the corporation initially executing this Note and any Person which
      shall succeed to or assume the obligations of the Company under and subject
      to
      the conditions set forth in this Note.

     


    
      
         

      

      
        
        

        
          

        

      

      
         

      

    


    


     

     

    1.2 "Event
      of
      Default" has the meaning given in Article 8 of the Loan Agreement.

     

    1.3 "Lender"
      shall mean the Person specified in the introductory paragraph of this Note
      or
      any Person who shall at the time be the registered holder of this Note.


     

    1.4 “Loan
      Agreement” shall mean that certain Loan Agreement, dated October 29, 2007,
      between the Lender and the Company.

     

    1.5
      “Maturity Date" shall mean three years from the date of issuance set forth above
      of this Note.

     

    1.6
      “Obligations" shall mean all obligations, owed by the Company to the Lender,
      now
      existing or hereafter arising under or pursuant to the terms of this Note or
      under the Loan Agreement. 

     

    1.7 
      "Person"
      shall mean and include an individual, a partnership, a corporation (including
      a
      business trust), a joint stock company, a limited liability company, an
      unincorporated association, a joint venture or other entity or a governmental
      authority.

     

    Interest.
      Interest shall be payable monthly in arrears on the first banking day of the
      following month. 

     

    Prepayment .
      The
      Company may not, without the Lender’s permission, prepay all or any part of this
      Note.

    


    4.
       Successors
      and Assigns.
      Subject
      to the restrictions on transfer described in Sections 6 and 7 below, the
      rights and obligations of the Company and the Lender of this Note shall be
      binding upon and benefit the successors, assigns, heirs, administrators and
      transferees of the parties.

     

    5.
      Waiver
      and Amendment.
      Any
      provision of this Note may be amended, waived or modified upon the written
      agreement of the Company and the Lender.

     

    6.
      Transfer
      of this Note by Lender.
      The
      Company acknowledges and agrees that the Lender may assign all or any portion
      of
      its interest in this Note, and its rights, obligations, and benefits under
      the
      Loan Agreement, without the consent of the Company. The Company will execute
      such assurances and conveyances as may be reasonably required by the Lender
      in
      order to give effect to such assignment, including executing additional
      documents to facilitate assignment thereof by the Lender. 

    


    7.  Assignment
      by The Company.
      Neither
      this Note nor any of the rights, interests or obligations hereunder may be
      assigned, by operation of law or otherwise, in whole or in part, by the Company
      without the prior written consent of the Lender.

    


    Notices.
      All
      notices, requests, demands, consents, instructions or other communications
      required or permitted hereunder shall in writing and faxed, mailed or delivered
      to each party at the respective addresses or facsimile numbers of the parties.
      All such notices and communications shall be effective (a)
      when
      sent by Federal Express or other overnight service of recognized standing,
      on
      the business day following the deposit with such service; (b)
      when
      mailed, by registered or certified mail, first class postage prepaid and
      addressed as aforesaid through the United States Postal Service, upon receipt;
      (c)
      when
      delivered by hand, upon delivery; and (d)
      when
      faxed, upon confirmation of receipt.

     


    
      
         

      

      
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    Usury.
      In the
      event any interest is paid on this Note that is deemed to be in excess of the
      then legal maximum rate, then that portion of the interest payment representing
      an amount in excess of the then legal maximum rate shall be deemed a payment
      of
      principal and applied against the principal of this Note.

     

    Waivers.
      The
      Company hereby waives notice of default, presentment or demand for payment,
      protest or notice of nonpayment or dishonor and all other notices or demands
      relative to this instrument.

     

    Governing
      Law.
      This
      Note and all actions arising out of or in connection with this Note shall be
      governed by and construed in accordance with the laws of the State of Nevada,
      without regard to the conflicts of law provisions of the State of Nevada, or
      of
      any other state.

     

    


    IN
      WITNESS WHEREOF, The Company has caused this Note to be issued as of the date
      first written above.

     

    
      

      
        	 	 	
                HYBRID
                  TECHNOLOGIES, INC.

              
	 	
                (a
                  Nevada corporation)

              
	 	 	 
	 	 	 
	 	
                By:

              	
                 
                  

              
	 	
                Name:

              	
                 Holly
                  Roseberry

              
	 	
                Title:

              	
                 Chief
                  Executive Officer

              


      

      




    


    
      
         

      

      
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