exhibit10_2.htm

                                                                                        Exhibit
    10.2


    NEITHER
      THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY
      APPLICABLE STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD,
      TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT
      (A)
      PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND, TO THE EXTENT
      REQUIRED, ANY APPLICABLE STATE SECURITIES LAWS OR (B) UPON DELIVERY OF AN
      OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE ISSUER THAT AN EXEMPTION FROM
      REGISTRATION UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS IS
      AVAILABLE.

    


    CONVERTIBLE
      PROMISSORY NOTE

    


    HORIZON
      FUEL CELL TECHNOLOGIES PTE LTD.

    


    Due
      November 18, 2007

    


    U.S.
      $5,000,000 October 19, 2007

    


    Horizon
      Fuel Cell Technologies Pte
      Ltd., a company limited by shares duly organized and existing under the laws
      of
      the Republic of Singapore (herein referred to as the “Company”) for value
      received, hereby promises to pay to Millennium Cell Inc. or its permitted
      assigns (the “Holder”), the principal sum of FIVE MILLION U.S. DOLLARS
      ($5,000,000) (the “Principal Amount”) on November 18, 2007 (subject to
      acceleration as provided herein, the “Maturity Date”) in the manner set
      forth herein.

    


    PREAMBLE

    


    WHEREAS,
      on the date hereof, the
      Company and the Holder have entered into a Securities Purchase and Sale
      Agreement (the “Agreement”), whereby (i) the Holder has agreed to issue
      to the Company a number of shares of the Holder’s common stock, par value $0.001
      per share with an agreed value of U.S. $5,000,000 and (ii) the Company has
      agreed to issue to the Holder and the Holder has agreed to accept this
      Convertible Promissory Note (this “Note”) which, subject to the Horizon
      Shareholder Approval, shall be automatically convertible into a number of the
      Company’s ordinary shares of S$1.00 each in the share capital (“Horizon
      Ordinary Shares”) with an agreed value of U.S. $5,000,000;

    


    WHEREAS,
      the issuance by the Company of
      the Horizon Ordinary Shares to the Holder upon conversion of this Note requires
      the Horizon Shareholder Approval; and

    


    WHEREAS,
      capitalized terms used and not
      otherwise defined herein shall have the meanings assigned to such terms in
      the
      Agreement.

     

     

     

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

    

     

    


    Section
      1                      Payment
      of Principal Amount.  The Principal Amount shall be payable in
      full on the Maturity Date, unless the Conversion Date occurs on or prior to
      the
      Maturity Date.  All sums payable hereunder shall be payable in lawful
      money of the United States of America, to the Holder.  If any
      withholding or other taxes are imposed on the payment of any sums hereunder,
      the
      Company shall pay such additional amounts to the Holder as are necessary for
      the
      Holder to receive the entire Principal Amount.

    


    Section
      2                      Automatic
      Conversion of Note into Horizon Shares.  This Note shall
      automatically, and without action on the part of the Holder, be converted into
      an aggregate of 33,740 Horizon Ordinary Shares (which number of Horizon Ordinary
      Shares is subject to ratable adjustment for any stock split, stock dividend,
      reverse stock split, subdivision, combination, capital reorganization or
      reclassification, or any other similar change in the capitalization of the
      Company effected during the period commencing on the date hereof and ending
      on
      the Conversion Date (as defined below)) (the “Horizon Shares”) on the
      date the Horizon Shareholder Approval is obtained (the “Conversion
      Date”), provided that the Conversion Date occurs on or prior to the Maturity
      Date.  As promptly as practicable after the Conversion Date, but in no
      event later than five (5) Business Days after the later of (x) the Conversion
      Date and (y) the date upon which the Holder shall have delivered to the Company
      such documents as the Company shall have reasonably requested from the Holder
      which are necessary to register the Holder as a shareholder of the Company
      (such
      date, the “Settlement Date”) (i) the Company shall issue to the Holder a
      certificate representing the Horizon Shares registered in the name of the Holder
      and endorsed with the legend referenced in Section 3.8 of the Agreement
      and (ii) the Holder shall surrender this Note to the Company for
      cancellation.  Notwithstanding the foregoing, as of the Conversion
      Date, the right of the Holder to receive the Principal Amount shall cease and
      the Holder shall be deemed to have become the holder of record of the Horizon
      Shares.  The Company covenants that it will (i) at all times reserve
      and keep available out of its authorized share capital, a sufficient number
      of
      Horizon Ordinary Shares for issuance upon conversion of this Note, (ii) upon
      issuance of the Horizon Shares on the Settlement Date, the Horizon Shares will
      be duly and validly issued, fully paid and nonassessable, (iii) use its
      reasonable best efforts to obtain the Horizon Shareholder Approval as soon
      as
      practicable after the date hereof and (iv) notify the Holder in writing (or
      via
      email transmission) promptly after the receipt of the Horizon Shareholder
      Approval.

    


    Section
      3                      Events
      of Default.

    


    (a)           Either
      of the following shall constitute an “Event of Default” under this
      Note:

    


    (i)           a
      decree or order by a court of competent jurisdiction shall have been entered
      adjudging the Company bankrupt or insolvent, or approving as properly filed
      a
      petition seeking reorganization of the Company under any applicable law; or
      a
      decree or order of a court of competent jurisdiction shall have been entered
      appointing a receiver, liquidator, sequestrator, trustee or assignee (or other
      similar official) in bankruptcy or insolvency of the Company or all or a major
      part of its property, or for the winding-up or liquidation of its affairs;
      or

     

     

    
      
        
        

      

      
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    (ii)           the
      Company shall institute proceedings under any applicable law to be adjudicated
      a
      bankrupt, or shall consent to the institution of any such proceedings against
      it, or shall file a petition or consent seeking reorganization under any
      applicable law, or shall consent to the filing of any such petition, or shall
      consent to the appointment of a receiver, liquidator, sequestrator, trustee
      or
      assignee (or other similar official) in bankruptcy or insolvency of it or all
      or
      a major part of its property, or shall make an assignment for the benefit of
      creditors or shall admit in writing its inability to pay its debts generally
      as
      they become due or shall take corporate action directed toward any such
      action.

    


    (b)  Whenever
      any Event of Default shall have occurred and be continuing the Holder may
      declare, by notice in writing to the Company, the entire unpaid Principal Amount
      to be immediately due and payable, and upon any such declaration the same shall
      become and shall be immediately due and payable, anything contained in this
      Note
      to the contrary notwithstanding; and the Holder shall be entitled in its
      discretion to proceed to protect and enforce its rights by any lawful
      means.

    


    (c)  From
      and
      after the Maturity Date, interest on the Principal Amount shall accrue at the
      rate of 10% per annum until such time as the entire Principal Amount and accrued
      and unpaid interest has been paid in full.  If it shall be found that
      any interest payable under this Note shall violate applicable laws governing
      usury, the applicable rate of interest due hereunder shall be reduced to the
      maximum permitted rate of interest under such laws.

    


    Section
      4                      Waivers;
      No Setoff.  The Company hereby waives presentment, demand for
      payment, notice of dishonor and protest, and all other notices or demands under
      applicable law in connection with the delivery, acceptance, default or
      enforcement of this Note.  The payment obligations of the Company
      under this Note shall not be subject to any set-off, counterclaim, reduction
      or
      defense which the Company has or may have against the Holder.

    


    Section
      5                      Costs.  If
      the Holder initiates legal action to enforce rights hereunder, the Holder shall
      be entitled to be reimbursed by the Company for its reasonable attorneys’ fees
      and costs related to such enforcement action.

    


    Section
      6                      Governing
      Law.  The validity, construction and interpretation of this Note,
      and the rights of the Holder and the obligations of the Company hereunder,
      shall
      be governed by the substantive laws of the State of New York without regard
      to
      the conflict of law rules thereof.

    


    Section
      7                      Consent
      to Jurisdiction and Service of Process.  The Company hereby
      irrevocably (a) agrees that any suit, action or other proceeding arising out
      of
      this Note shall be brought in the United States District Court for the Southern
      District of New York or in any courts of the State of New York sitting in the
      borough of Manhattan, (b) consents to the jurisdiction of such courts in any
      such suit, action or proceeding, (c) waives any objection which it may have
      to
      the laying of venue of any such suit, action or proceeding in any of such
      courts, and (d) agrees that service of process by overnight courier or
      registered or certified mail, at the address listed in Section 7.6 of the
      Agreement shall be good and sufficient service of process.  The
      Company hereby irrevocably waives any and all right to trial by jury in any
      legal proceeding arising out of or related to this Note.

     

     

    
      
        
        

      

      
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    Section
      8                      Notices.  All
      notices, requests, demands and other communications relating to this Note shall
      be in writing, and sufficient if delivered in the manner and to the addresses
      set forth in Section 7.6 of the Agreement.

    


    Section
      9                      Headings.  The
      section headings herein are for convenience only and shall not affect the
      construction hereof.

    


    Section
      10                                Successors
      and Assigns.  All covenants and agreements in this Note by the
      Company shall bind its successors and assigns.

    


    Section
      11                                Severability.  In
      case any provision in this Note shall be invalid, illegal or unenforceable,
      the
      validity, legality, and enforceability of the remaining provisions shall not
      in
      any way be affected or impaired thereby.

    


    Section
      12                                Modification.  The
      Company may not amend or modify this Note in any manner without the prior
      written consent of the Holder.

    


    


    


    **
      Remainder of Page Intentionally Blank, Signature Page Follows **

    
 

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the Company has
      caused this Note to be duly executed as of the day and year above
      written.

    


    


    


                                HORIZON
        FUEL CELL TECHNOLOGIES
        PTE LTD.

      


      


      


      By:  Taras
        Wankewycz                                                                                     

              Director

      


      


      By:  Zhijun
        Gu                                                                                     

              Director,
        Chief Executive Officer

      





    
 

    
      
        
        

      

      
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