Unassociated Document


    


    


    EXHIBIT
      10.27

    LOAN
      AGREEMENT

    
 

    THIS
      LOAN
      AGREEMENT is made as of the 5th day of May, 2008.

    


    


    AMONG:

    


    CRYSTAL
      CAPITAL VENTURES INC.,
      a
      corporation having an office located at 1274 Sundial Ave, Coral Grove, P.O.
      Box
      2135, Belize City, Belize;

    


    (the
      "Lender")

    


    AND:

    


    HYBRID
      TECHNOLOGIES, INC.,
      a
      corporation incorporated pursuant to the laws of Nevada having a mailing address
      at 5841 East Charleston, Suite 230-145, Las Vegas, Nevada 89142;

    


    (the
      "Borrower")

    


    WHEREAS:

    


    
      	 	
              A.

            	
              The
                Lender has agreed to lend up to $3,000,000 (“the Loan”), to be evidenced
                by 10% Promissory Notes, due three (3) years from the date of issuance
                (substantially in the form of Exhibit A hereto, the “Notes”), to the
                Borrower to be used by the Borrower for development of its business
                assets
                and for general working capital; 

            


    

    


    
      	 	
              B.

            	
              The
                Borrower has agreed to grant to the Lender certain shares described
                in
                this Agreement to be held in escrow by Lender in order to secure
                the
                repayment of the Loan and the performance of the Borrower's obligations;
                and

            


    

    


    
      	 	
              C.

            	
              The
                sole recourse of the Lender in the event of a default on the Loan
                is to
                the shares held in escrow by Lender to secure repayment of the
                Loan.

            


    

    


    In
      consideration of the premises, covenants, and agreements hereinafter set forth,
      and each party legally intending to be bound hereby, the parties hereby
      represent, warrant, covenant, and agree as follows:

    


    


    Article
      1-Definitions & Interpretation

    


    1.1 Definitions

    


    In
      this
      Agreement:

    


    "Banking
      Day" means any day on which United States banks are generally open to the public
      for business in Las Vegas, Nevada; and


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    


    
      	 	
              “Interest”
                means simple interest
                at a rate of 10% per annum calculated on the
                Loan.

            


    

    


    1.2 Headings

    


    Headings
      have been inserted into this Agreement for reference only and they do not
      define, limit, alter, or enlarge the meaning of any provision of this
      Agreement.

    


    1.3 Recitals

    


    The
      recitals set out above form a part of this Agreement.

    


    1.4 Currency

    


    Unless
      otherwise specified, a statement of, or reference to, a dollar amount in this
      Loan Agreement without currency specification will mean United States
      dollars.

    


    Article
      2-Terms of Loan

    


    2.1 Loan
      Amount

    


    On
      and
      subject to the terms of this Agreement, the Lender hereby agrees to lend and
      the
      Borrower hereby agrees to borrow the principal sum of up to $3,000,000 from
      the
      Lender, evidenced by Notes in the aggregate principal amount borrowed, issuable
      upon the following terms and conditions:

    


    
      	 	
              (a)

            	
              $500,000
                principal amount of Notes to be purchased from the Borrower by Lender
                at a
                closing (“Closing”) to be held within fifteen (15) days of the execution
                of this Agreement; and

            


    

    


    
      	 	
              (b)

            	
              up
                to an additional $2,500,000 principal amount to the Borrower in additional
                installments (each an “Installment”) to be advanced by Lender to Borrower
                within one hundred eighty (180) days of execution of this
                Agreement;

            


    

    


    


    The
      Loan
      advances are subject to the Borrower satisfying all of its covenants and
      agreements. Upon receipt of each Installment of the Loan, a 10% finders fee
      (“Finders Fee”) shall be paid to Kisumu S.A. that the Lender will deduct from
      the Loan proceeds as they are advanced, the Borrower shall be bound to accept
      the Loan upon the terms described herein. 

    


    2.2 Expenses

    


    Each
      party shall be responsible for its own costs related to the preparation and
      execution of this Agreement and any related documentation. 

    


    2.3 Non-Revolving
      Facility

    


    The
      Loan
      will be a non-revolving facility and any principal of it that the Borrower
      repays will not be available for re-advance under this
      Agreement.


    
      
         

      

      
        2

        
          

        

      

      
         

      

    


    


    2.4 Promise
      to Pay

    


    The
      Borrower hereby promises to make Loan payments to the Lender at its address
      shown on the first page of this Agreement, or at any other address directed
      by
      the Lender from time to time, in accordance with the schedule provided in
      paragraph 3.1. 

    


    Article
      3-Repayment of Loan

    


    3.1 Repayment
      of Principal; Interest

    


    Subject
      to section 8.2, the Borrower hereby promises to repay the principal of each
      Loan
      Installment evidenced by a Note on the date that is three (3) years from the
      date on which the Installment is advanced to the Borrower. The Interest on
      the
      Loan shall be payable monthly in arrears on the first day of the following
      month.

    


    3.2 Prepayment

    


    The
      Borrower may not, without the Lender’s permission, prepay all or any part of the
      Loan.

    


    Article
      4-General Payment Provisions

    


    4.1 Payment
      Dates

    


    If
      the
      date upon which any act or payment under this Agreement is required to be done
      or made falls on a day that is not a Banking Day, then such act or payment
      will
      be performed or made on the immediate subsequent Banking Day.

    


    4.2 Receipt
      of Payments

    


    All
      payments required to be made under this Agreement and received by the Lender
      after 3:00 pm Pacific Time will be deemed for all purposes of this Agreement
      to
      have been received by the Lender on the Banking Day following the date of
      payment.

    


    4.3 Overdue
      Amounts

    


    In
      addition to any other interest payable pursuant to this Agreement, any amount
      payable by the Borrower to the Lender in connection with this Agreement, and
      not
      paid when due, will bear interest at 15% per annum calculated from the date
      such
      amount first becomes due until paid in full.

    


    


    Article
      5-Security

    


    5.1  Equity
      Security 

    


    As
      security for the indebtedness, liabilities and obligations of the Borrower
      to
      the Lender under this Agreement, upon the Lender delivering the Loan funds
      to
      the Borrower, the Borrower shall issue and deliver to the Lender 7,500,000
      shares of restricted common stock in its capital (the “Shares” or “Share
      Collateral”), deliverable proportionately to delivery of funds (i.e. 1,250,000
      shares when the first $500,000 of the Loan is advanced, and a further 6,250,000
      shares upon delivery of the balance of the Loan at the rate of 2.5 shares for
      each dollar advanced); provided, that, upon the initial delivery of funds
      totaling $1,000,000 by Lender, Borrower shall deliver to Lender, in addition
      to
      the certificate or certificates representing the 2,500,000 Shares that
      collateralize such $1,000,000, a certificate or certificates representing the
      additional 5,000,000 Shares (the “Advance Collateral Shares”) that are to
      collateralize the additional $2,000,000 principal amount of Installments of
      the
      Loan and that will bear an appropriate legend to the effect that such Shares
      are
      issued subject to the terms of this Agreement. To the extent the Advance
      Collateral Shares held by the Lender are not allocated to collateralize further
      Installments of the Loan pursuant to this Agreement, the Lender hereby agrees
      that the Borrower, without any further consent of the Lender, may cancel,
      pursuant to Nevada Revised Statutes 78.250, the certificate or certificates
      representing such outstanding Advance Collateral Shares that are not so
      allocated to collateralize the Loan hereunder and the Lender will forthwith
      redeliver the certificates representing such Advance Collateral Shares to
      Borrower or Borrower’s transfer agent, as requested. The Shares shall be
      represented by stock certificates issued by the Borrower’s registrar and
      transfer agent in the name of the Lender, to be held in escrow by the Lender.
      


    
      
         

      

      
        3

        
          

        

      

      
         

      

    


    


    


    5.2 Anti-Dilution
      Protection; Dividends on Shares

    


    The
      Share
      Collateral shall have customary anti-dilution protection for forward stock
      splits, stock dividends and major corporate transactions. In the event of a
      reverse stock split or combination of shares, the number of shares of common
      stock constituting the Share Collateral will, immediately following such reverse
      stock split or combination of shares, be increased by a new issuance of common
      stock of the Company to that number of shares constituting the Share Collateral
      immediately prior to such reverse stock split or combination of shares.
The
      certificates representing any share dividends that the Borrower pays during
      the
      term of the Loan with respect to the Shares being held in escrow shall be
      credited and delivered to the Lender and held by the Lender pursuant to the
      terms of this Agreement. 

    


    5.3 Cancellation
      of Shares

    


    After
      a
      Note and all accrued Interest thereon are repaid in full, the Lender shall
      deliver the Shares that are the designated collateral for such Note to the
      Borrower for return to Borrower’s treasury. In such circumstances, the Lender
      shall provide the Borrower with such documentation as it may reasonably require
      for the cancellation and return to treasury of such Shares. 

    


    5.4 Disposal
      of Shares

    


    The
      Lender shall not have the right to dispose of all or part of its interest in
      the
      Shares, except in accordance with the provisions of Article 8 of this Agreement
      upon the occurrence of an Event of Default. 

    


    5.5 Voting
      Rights

    


    Unless
      a
      voting trust is signed, the Lender shall vote the Shares held by it in escrow.
      

    


    



    
      
         

      

      
        4

        
          

        

      

      
         

      

    


    


    Article
      6-Conditions of Lending

    


    6.1 Conditions
      Precedent to Advance

    


    The
      obligations of the Lender to advance the Loan proceeds to the Borrower is
      subject to the satisfaction or waiver of following conditions precedent on
      or
      before the advance:

    


    
      	 	
              (a)

            	
              receipt
                by the Lender of certified copies of all documents evidencing all
                corporate action taken by the Borrower authorizing the execution
                and
                delivery of this Agreement and the issuance of the Shares as security,
                all
                to be satisfactory in form and substance to the
                Lender;

            


    

    


    
      	 	
              (c)

            	
              no
                Event of Default will have occurred or no event which, with the lapse
                of
                time or with notice and lapse of time specified herein would become
                an
                Event of Default, will have occurred and be
                continuing;

            


    

    


    
      	 	
              (d)

            	
              no
                action, proceeding, or investigation will be pending or threatened
                against
                the Borrower which would, if successful, have a material adverse
                effect on
                the financial condition of the Borrower or its ability to observe
                and
                perform its covenants under this Agreement;
                and

            


    

    


    
      	 	
              (e)

            	
              all
                representations and warranties contained in Article 7 of this Agreement
                will be true on and as of the date of any advance under the Loan
                with the
                same effect as if such representations and warranties had been made
                on and
                as of the date of such advance.

            


    

    


    6.2 Waiver
      of
      Conditions Precedent

    


    The
      above
      conditions precedent are for the sole benefit of the Lender. The Lender may
      in
      its sole discretion, waive by notice in writing any condition precedent, in
      whole or in part, without incurring any liability therefor.

    


    


    Article
      7-Representations & Warranties

    


    The
      Borrower hereby represents and warrants to and in favor of and covenants with
      the Lender as follows:

    


    7.1 General

    


    All
      representations and warranties made under this Agreement will survive the
      advance of the Loan and the delivery of the Shares, and no investigation at
      any
      time made by or on behalf of the Lender will diminish in any respect whatsoever
      its rights to rely upon them. All statements contained in any certificate or
      other instrument delivered by or on behalf of the Borrower under or pursuant
      to
      this Agreement will constitute representations and warranties made by the
      Borrower under this Agreement.

    


    7.2 Binding
      Effect

    


    This
      Agreement, upon execution by the Lender, will be duly and validly authorized
      by
      all necessary corporate action, will have been validly executed, and will be
      legal, valid, and binding obligations of the Borrower enforceable in accordance
      with its terms.


    
      
         

      

      
        5

        
          

        

      

      
         

      

    


    


    


    7.3 Contravention
      of Law

    


    Neither
      the execution and delivery of this Agreement and the issuance of the Shares,
      nor
      performance in accordance therewith, is or will contravene any provision of
      any
      law, regulation, order, license, permit, or consent applicable to each, or
      conflict with or result in a breach, or constitute a default under, or require
      any consent under the terms or conditions of any agreement or instrument to
      which the Borrower is a party or by which the Borrower is bound.

    


    7.4 No
      Default Under Agreements

    


    The
      Borrower is not in default under any agreement or instrument to which it is
      a
      party and which default may materially adversely affect its ability to observe
      and perform its covenants under this Agreement.

    


    7.5 No
      Claims

    


    There
      are
      no actions, claims, or proceedings pending or, to the knowledge of the Borrower,
      threatened against the Borrower or its directors or officers before any court,
      administrative board, or other tribunal, which if decided against the Borrower
      or its directors or officers would materially or adversely affect its business
      or financial status and there is no unsatisfied claim or outstanding judgment
      or
      writ of execution against the Borrower. 

    


    The
      Lender hereby represents and warrants to and in favor of and covenants with
      the
      Borrower as follows:

    


    7.6 Sales
      of
      the Notes will be made only to "accredited investors", as such term is defined
      in Rule 501(a) under the Securities Act of 1933, as amended.

    


    


    


    


    


    Article
      8-Events of Default & Remedies

    


    8.1 Events
      of
      Default

    


    Any
      one
      or more of the following events will constitute an Event of Default, whether
      any
      such Event of Default is voluntary or involuntary or effected by operation
      of
      law or pursuant to or in compliance with any judgment, decree, or order of
      any
      court or any order, rule, or regulation of any administrative or governmental
      body:

    


    
      	 	
              (a)

            	
              default
                by the Borrower in the due payment of any amount payable under this
                Agreement or in the due and complete observance or performance of
                any
                other condition, covenant, or provision of this
                Agreement;

            


    

    


    
      	 	
              (b)

            	
              the
                occurrence of a material adverse change in the financial position
                of the
                Borrower or in the value of the security held by the Lender for the
                Loan;

            


    


    
      
         

      

      
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              (c)

            	
              any
                action by the Borrower that constitutes a denial of the Lender's
                rights
                set forth in this Agreement;

            


    

    


    
      	 	
              (d)

            	
              an
                order is made or a petition is filed for the bankruptcy of the
                Borrower;

            


    

    


    
      	 	
              (e)

            	
              the
                Borrower commits an act of bankruptcy or makes a general assignment
                for
                the benefit of its creditors or otherwise acknowledges its
                insolvency;

            


    

    


    
      	 	
              (f)

            	
              the
                appointment of a receiver, receiver-manager, or receiver and manager
                of
                any part of the properties or assets of the
                Borrower;

            


    

    


    
      	 	
              (g)

            	
              the
                enforceability of any execution, or any other process of any court
                against
                the Borrower, or the levy of a distress or analogous process upon
                the
                properties or assets or any part thereof of the
                Borrower;

            


    

    


    
      	 	
              (h)

            	
              default
                by the Borrower in the performance of any contractual obligation
                to the
                Lender under any other agreement or legal instrument, whether or
                not
                collateral or supplemental to this
                Agreement;

            


    

    


    
      	 	
              (i)

            	
              the
                holder of any mortgage, charge, or encumbrance on any of the properties
                or
                assets or any part thereof of the Borrower does anything to enforce
                or
                realize on such mortgage, charge, or
                encumbrance;

            


    

    


    
      	 	
              (j)

            	
              if,
                at any time during the term of this Agreement, the Borrower is subject
                to
                a change of control. For the purposes of this subparagraph, a "change
                of
                control" shall be deemed to occur
                if:

            


    

    


    
      	 	
              (i)

            	
              any
                person, or group of persons acting in concert, other than any current
                control person(s), hold greater than 20% of the issued and outstanding
                shares in the capital stock of the Borrower;


            


    

    


    
      	 	
              (ii)

            	
              there
                is a 50% or greater change in the composition of the Borrower’s Board of
                Directors, effected by stockholders of the Borrower other than with
                the
                consent of the current control person(s);
                or

            


    

    


    
      	 	
              (iii)

            	
              if
                a takeover bid is issued with respect to the Borrower's securities;
                

            


    

    


    
      	 	
              (k)

            	
              if
                any representation or warranty made in writing to the Lender by the
                Borrower made in this Agreement or in any certificate or other instrument
                delivered or to be delivered by or on behalf of the Borrower to the
                Lender
                in contemplation of this Agreement is incorrect in any material respect
                on
                the date as of which such representation or warranty was made or
                purported
                to be made; or

            


    

    


    
      	
            	(l)	
              trading
                in the shares of common stock of the Borrower is suspended by a regulatory
                authority.

            


    


    
      
         

      

      
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    8.2 Remedies
      on Default

    


    After
      any
      Event of Default has occurred and continues for seven (7) days and at any time
      thereafter, provided that the Borrower has not theretofore remedied all
      outstanding Events of Default, the Lender may, in its discretion, declare this
      Agreement to be in default. At any time thereafter while the Borrower has not
      remedied all outstanding Events of Default, the Lender may, at its discretion
      and subject to compliance with any mandatory requirements of applicable law
      then
      in effect, exercise one or more of the following remedies:

    


    
      	 	
              (a)

            	
              declare
                the then outstanding balance of the Loan, Interest, costs, and all
                money
                owing by the Borrower to be immediately due and payable and such
                funds and
                liabilities will forthwith become due and payable without presentment,
                demand, protest, or other notice of any kind to the Borrower, all
                of which
                are hereby expressly waived; and/or


            


    

    


    
      	 	
              (b)

            	
              as
                Lender’s sole recourse, take possession of the Shares designated as
                collateral for the principal amount of the Loan that is in default
                for its
                sole benefit; provided, that, in the event of a trading halt in the
                common
                stock of Borrower or upon the occurrence of an Event of Default under
                Section 8.1 (d), (e) or (f), the Loan shall be full recourse, and
                the
                Lender shall have all remedies available under applicable laws to
                enforce
                payment of amounts due under this Agreement, including a security
                interest
                in all of the assets of Borrower. Upon the occurrence of any Event
                of
                Default or a trading halt in the common stock of Borrower, the Lender
                shall be deemed to be the registered and beneficial owner of a 100%
                right,
                interest and title to the Shares free of all charges, liens and
                encumbrances, other than any resale or other restrictions imposed
                by
                law.

            


    

    


    8.3 Other
      Securities

    


    The
      rights and powers conferred by section 8.2 are in addition to and not in
      substitution for any other security which the Lender now or from time to time
      may hold or take from the Borrower in relation to this Agreement.

    


    8.4 Remedies
      Non-Exclusive

    


    No
      remedy
      set out in this Agreement is intended to be exclusive of each and every remedy
      given hereunder or now or hereafter existing at law or in equity or by statute
      or otherwise. The exercise or commencement of exercise by the Lender of any
      one
      or more of such remedies will not preclude the simultaneous or later exercise
      by
      the Lender of any or all other such remedies.

    


    8.5 Set-Off
      or Counterclaim

    


    The
      obligation of the Borrower to make all payments under this Agreement will be
      absolute and unconditional and will not be affected by any circumstance,
      including, without limitation, any set-off, compensation, counterclaim,
      recoupment, defense, or other right which the Borrower may have against the
      Lender, or anyone else for any reason whatsoever and any insolvency, bankruptcy,
      reorganization, or similar proceedings by or against the
      Borrower.


    
      
         

      

      
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    Article
      9-General

    


    9.1 Entire
      Agreement

    


    This
      Agreement embodies the entire agreement and understanding between the parties
      with respect to the Loan and supersedes all prior agreements and undertakings,
      whether oral or written, relative to the subject matter hereof.

    


    9.2 Amendments

    


    This
      Agreement shall not be amended, waived, discharged, or terminated orally, but
      only by an instrument in writing signed by the party against whom enforcement
      of
      the amendment, waiver, discharge, or termination is sought.

    


    9.3 Waiver

    


    Every
      condition and covenant, and each and every representation and warranty contained
      in this Agreement has been inserted for the sole benefit of the Lender and
      any
      breach of any such conditions, covenants, representations, and warranties may,
      at the Lender's discretion, be waived or partially waived by the Lender. No
      failure or delay on the part of the Lender to exercise any right, power, or
      remedy given herein or by statute or at law or in equity or otherwise will
      operate as a waiver thereof, nor will any single or partial exercise of any
      right preclude any other exercise thereof or the exercise of any other right,
      power, or remedy.

    


    9.4 Forbearance

    


    No
      condonation, forgiveness, waiver, or forbearance by the Lender of any
      non-observance or non-performance by the Borrower of any of the provisions
      of
      this Agreement will operate as a waiver or estoppel by or against the Lender
      in
      respect of any provision, or any subsequent non-observance or non-performance
      by
      the Borrower of any of the provisions of this Agreement.

    


    9.5 Approvals

    


    The
      acceptance or approval by the Lender of any matter required hereunder will
      be of
      no force and effect unless given in writing, and given prior to the event or
      thing for which it is required.

    


    9.6 Lender's
      Discretion

    


    The
      Lender may grant extensions of time, take and give up securities, accept
      compositions, grant releases and discharges, and otherwise deal with the
      Borrower and other parties, sureties, or securities as the Lender may see fit
      without prejudice to the liability of the Borrower, to the Lender and without
      prejudice to the Lender's rights under this Agreement.

    


    9.7 No
      Merger
      of Judgment

    


    Neither
      the taking of any judgment nor the exercise of any power of seizure and sale
      will operate to extinguish the obligation of the Borrower to pay its debts
      and
      liabilities under this Agreement or operate as a merger of any covenant in
      this
      Agreement, and the acceptance of any payment or alternate security will not
      constitute or create a novation, and the taking of a judgment or judgments
      under
      a covenant in this Agreement contained will not operate as a merger of those
      covenants or affect the Lender's rights to interest at the rate and times
      provided in this Agreement.


    
      
         

      

      
        9

        
          

        

      

      
         

      

    


    


    9.8 Other
      Indebtedness

    


    Nothing
      contained in this Agreement will prejudice or impair any rights or remedies
      the
      Lender may have with respect to other loans which the Lender may make with
      the
      Borrower.

    


    9.9 Notices

    


    Any
      notice, direction, or other instrument required or permitted to be given under
      this Agreement will be in writing and may be delivered, sent by registered
      mail,
      or transmittal by facsimile machine to the respective addresses set out on
      the
      first page of this Agreement.

    


    9.10 Effect
      of
      Notice

    


    Any
      notice, direction, or instrument given will:

    


    
      	 	
              (a)

            	
              if
                delivered, be deemed to have been given or made at the time of
                delivery;

            


    

    


    
      	 	
              (b)

            	
              if
                mailed by registered mail and properly addressed, be deemed to have
                been
                given or made on the fourth Banking Day following the day on which
                it was
                so mailed, provided that should there be at the time of mailing or
                between
                the time of mailing and the actual receipt of the notice a mail strike,
                slowdown, or other labour dispute which might affect the delivery
                of that
                notice, then the notice will be only effective if actually delivered;
                and

            


    

    


    
      	 	
              (c)

            	
              if
                sent by facsimile machine, be deemed to have been given or made on
                the
                Banking Day immediately following the day on which it was
                transmitted.

            


    

    


    9.11 Notice
      of
      Change of Address

    


    Any
      party
      may give written notice of change of address in the same manner in which event
      notice will thereafter be given at that changed address.

    


    9.12 Further
      Assurances

    


    As
      and so
      often as the Lender may require, the Borrower will execute and deliver to the
      Lender, at the expense of the Borrower, such further and other assurances and
      conveyances as may be necessary to properly carry out the intention of this
      Agreement.

    


    9.13 Severability

    


    If
      any
      term, covenant, or condition of this Agreement or application thereof to any
      person or circumstance is found to any extent to be invalid, illegal, or
      unenforceable in any respect, the remainder of this Agreement or application
      of
      such term, covenant, or condition to such person or circumstance other than
      those as to which it is held invalid, illegal, or unenforceable will not be
      affected thereby, and each term, covenant, and condition of this Agreement
      will
      be valid and legal and will be endorsed to the fullest extent permitted by
      law.


    
      
         

      

      
        10

        
          

        

      

      
         

      

    


    


    


    9.14 No
      Partnership

    


    The
      parties specifically acknowledge that the Borrower and the Lender are not
      partners, that the Borrower has no right or authority to obligate the Lender
      and
      the Lender has no right to obligate the Borrower (except in the manner and
      to
      the extent provided in this Agreement), and that nothing contained in this
      Agreement, nor any acts of the parties in fulfilling their respective rights
      and
      obligations under this Agreement will be construed so as to create a partnership
      relationship between the Borrower and the Lender.

    


    9.15 Assignment
      by Lender

    


    The
      Borrower acknowledges and agrees that the Lender may assign all or any portion
      of its interest in the Loan, and its rights, obligations, and benefits under
      this Agreement, without the consent of the Borrower. The Borrower 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. The Lender will be
      fully released from its obligations hereunder upon any assignment of all the
      Loan and in respect of any partial assignment, will be fully released in respect
      of such assigned part of the Loan.

    


    9.16 Access
      to
      Documentation

    


    On
      execution of this Agreement, the Lender, at its own expense and
      at
      reasonable intervals and times, shall upon two Business Days’ notice have access
      to the Borrower’s minute book, corporate records, accounting files and to all
      technical records and other factual engineering data and information relating
      to
      the Borrower’s assets which are in the possession of the Borrower.

    


    9.17 Time
      of
      the Essence

    


    Time
      will
      be of the essence of this Agreement in respect of all payments to be made under
      this Agreement and all covenants and agreements to be performed and fulfilled.
      Any extension of time under this Agreement will not be deemed to be or operate
      in law as a waiver on the part of the Lender that time is to be of the essence
      of this Agreement.

    


    9.18 Jurisdiction

    


    The
      Borrower hereby irrevocably agrees that any legal action or proceedings against
      it with respect to this Agreement may be brought in the courts of Nevada or
      in
      such other court as the Lender may elect and, by execution and delivery of
      this
      Agreement, the Borrower hereby irrevocably submits to each such
      jurisdiction.

    


    9.19 Governing
      Law

    


    This
      Agreement, and the rights and obligations of the parties will be governed by
      and
      be construed in accordance with the laws of Nevada. The parties hereby attorn
      to
      the non-exclusive jurisdiction of the Courts of Nevada.


    
      
         

      

      
        11

        
          

        

      

      
         

      

    


    


    9.20 Counterparts

    


    This
      Agreement may be signed in counterparts and by facsimile machine, and when
      a
      counterpart of this Agreement has been executed by each of the parties, such
      counterparts will be treated as one and the same Agreement, as if each such
      counterpart had been executed by all of the parties.

    


    9.21 Enurement

    


    This
      Agreement will be binding upon and enure to the benefit of the Borrower and
      the
      Lender and each of their respective successors and permitted
      assigns.

    


    AS
      EVIDENCE OF THEIR AGREEMENT the parties have executed this Loan Agreement on
      the
      date appearing on page 1, above.

    


    


    
      	
              CRYSTAL
                CAPITAL VENTURES INC.

            	
              HYBRID
                TECHNOLOGIES, INC.

            
	 	 
	
              /s/
                Glenna Fey Bengey

            	
              /s/
                Holly Roseberry

            
	
              By:
                _______________________

            	
              By:
                _____________________

            
	
              Authorized
                Signatory

            	
              Authorized
                Signatory

            


    

    



    
      
         

      

      
        12

        
          

        

      

      
         

      

    


    EXHIBIT
      A

     

    


     

    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.
      

     


    
      
         

      

      
        13

        
          

        

      

      
         

      

    


     

    


     

     

    1.4 “Loan
      Agreement” shall mean that certain Loan Agreement, dated ___________, 2008,
      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.

     


    
      
         

      

      
        14

        
          

        

      

      
         

      

    


    


     

    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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