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                PARATRANSIT, INC. AND HYBRID TECHNOLOGIES, INC.
                  JOINT VENTURE AND VEHICLE PURCHASE AGREEMENT

This  agreement  is  between  Paratransit,  Inc.  ("Paratransit"),  a  nonprofit
corporation  established  and existing under the laws of the State of California
having  its  principal  place  of  business  at 2501  Florin  Road,  Sacramento,
California,  and Hybrid  Technologies,  Inc.  ("Hybrid"),  a Nevada  corporation
having its principal place of business at East Bonanza Road, Suite 144-145-5001,
Las Vegas,  Nevada  89110 and its  development  facility in  Mooresville,  North
Carolina.

WHEREAS,  Paratransit has developed considerable expertise in the transportation
service  industry,  advocating  for a fully  accessible  and  integrated  public
transportation system. Starting with just two vehicles,  Paratransit's fleet now
operates over 150. The  Paratransit  maintenance  shop services  vehicles for 40
other agencies in the region.  Paratransit  provides planning and services to 24
community  partners  ranging from United Cerebral Palsy to Health For All to the
Women's Civic Improvement Center.

WHEREAS,  Hybrid has developed  considerable  expertise in the  distribution  of
various  products  propelled  by  lithium  ion,  and is a leader in the field of
development  and  manufacturing  of cutting edge  lithium ion powered  vehicles.
Hybrid has secured  partnerships  with leaders in the industry that manufactures
electric motors and the controllers required for powering lithium vehicles,  and
has  pioneered  production  of  electric  powered  conversions  of four  wheeled
vehicles  as well as a host  of  other  products  such as  motorbikes,  electric
bicycles  and lawn  mowers.  Hybrid has  proprietary  interests  in valuable and
confidential  related technology,  including methods for processing,  as well as
operational  and  manufacturing  know-how,  and experience in operating the said
processes.

WHEREAS, both parties desire to work together, calling on their respective areas
of  expertise,  in order to  develop  a  long-term  relationship  to  produce  a
lithium-powered  "community  transportation  network".  The initial relationship
shall be the  purchase  of two (2)  Daimler  Chrysler  PT  cruisers  and one (1)
Chrysler/Dodge  transport  family van full lithium version for use in service of
Paratransit.  The vehicles  shall serve as a unique pilot project and options to
purchase  ten (10)  additional  vehicles  shall be entered into should the pilot
project  meet  or  exceed  Paratransit  executives'  expectations.  Purchase  of
additional vehicles shall be based on Paratransit budget and requirements.

NOW, THEREFORE, the parties hereto agree as follows: A. Definitions

1. When used in this  agreement,  each of the terms set forth in this  paragraph
   shall, respectively, have the following meanings:

2. "Developed Product" shall mean a product  jointly  developed  by  Hybrid  and
   Paratransit under this Agreement.

3. "Effective Date" shall mean the last date this contract is signed  by  either
   party.

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4. "Evaluation  Period" means  the period during which the parties will continue
   to work  together to  identify and determine the  commercial  feasibility  of
   potential products,  as  agreed between them, beginning on the Effective Date
   of this contract  until a  party notifies the other party,  in writing,  that
   they no longer wish to participate, in no case less than six (6) months

5. "Process" shall mean the methods now owned, controlled or employed  by Hybrid
   and or its affiliated companies and battery suppliers.

6. "Know-How"  means  secret  processes,  technical   data,  drawings,  designs,
   illustrations,  information  and all other types  of  knowledge  now owned or
   controlled  by  Hybrid  and  Paratransit,   respectively,   including   their
   respective  systems,  whether   written  or  otherwise,  that are  reasonably
   connected  with the Process and  reasonably  necessary to the  manufacture of
   the Developed Products.

7. "R&D  Expense"  shall  mean  the  required  cost of  developing  the  various
   Developed  Products,  including  sample products  supplied  to  Hybrid during
   Evaluation Period.

B. Price

1. The total  purchase  price for the vehicles  shall be  Eighty-Eight  Thousand
   Seven Hundred Fifty Dollars ($88,750.00) as follows:

    Vehicle 1:        Chrysler PT Cruiser full  lithium  version ($39,000 less
                      50% discount) Total Vehicle 1 cost - $19,500 [Exhibit A]

    Vehicle 2:        Chrysler  PT  Cruiser  full lithium version ($39,000 less
                      25% discount) Total Vehicle 2 cost - $ 29,250 [Exhibit A]

    Vehicle 3:        Chrysler/Dodge transport family van full lithium version
                      [Exhibit B] Total Vehicle 3 cost - $40,000

2. It is  noted  that the actual  cost of each  vehicle  and system is  slightly
   above  $40,000,  so Hybrid  is  providing  the  vehicles  "below  cost" as an
   incentive to for Paratransit to purchase additional vehicles from  Hybrid, as
   well as to work with Hybrid  in this joint  venture to promote and  encourage
   the use of lithium vehicles.

3. Hybrid  shall receive a deposit of 30%, or  Twenty-Six  Thousand  Six Hundred
   Twenty-Five  Dollars  ($26,625),  payable  thirty  (30) days  following  full
   execution of this contract.

4. Shipping  costs  of  the  vehicles  from  Mooresville,   North   Carolina  to
   Sacramento, California will be the responsibility of Paratransit.

5. Paratransit  will  pay Hybrid the balance of  Sixty-Two  Thousand One Hundred
   Twenty Dollars ($62,125.00)  within thirty (30) days of the date the vehicles
   are fully operational in Sacramento.

                                                                               2

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6. As  part of this contract,  Paratransit  shall have the option to purchase up
   to  an additional ten (10) Chrysler PT Cruisers with full lithium conversions
   at [Hybrid's] cost of Forty-Five Thousand Dollars ($45,900.00) each.

C. Evaluation Period

   Paratransit  and  Hybrid shall continue a cooperative  evaluation program for
   an  Evaluation  Period  beginning  on the Effective  Date of this  Agreement,
   during which period the  parties will  continue to work  together to identify
   and  determine  the  commercial   feasibility   of   potential   products  as
   stipulated.  This can include marketing efforts  at a local, state or federal
   level,  as well as operation by Paratransit  of a  prototype  lithium-powered
   taxicab  that  is  fully  accessible   to  disabled   passengers  within  the
   requirements of the Americans with Disability Act (ADA).

D. Development Period

1. Both parties  agree to initiate and pursue  together,  on an exclusive basis,
   the  development  of  a lithium ion powered  Chrysler PT Cruiser full lithium
   version  (Exhibit A) for  use as a taxicab.  Upon completion of the prototype
   vehicles,  Hybrid and  Paratransit  will work together to develop a potential
   public  relations  plan  and  distribution  scenario  for the said  vehicles,
   including  media events  on a statewide  basis in California.  A plan for the
   sale of similar vehicles  may also be entered into with the following prices:

         Up to 25 units:          $45,900 per vehicle


2. During  the Evaluation Period (including any extension thereof),  Hybrid will
   endeavor  to develop  Developed  Products and  Paratransit  will  endeavor to
   develop a  business model to include lithium ion powered taxi service so that
   Hybrid can  supply  Paratransit  with Developed  Products in accordance  with
   Paratransit's specifications.

E. Testing Period

   Hybrid  and  Paratransit  shall  determine a critical  success factor for the
   full   lithium  ion  powered  PT  Cruiser  vehicles  and  the  Chrysler/Dodge
   transport  family van full lithium version. Should the product meet or exceed
   expectations,  then  Hybrid and Paratransit shall fully investigate a further
   joint  venture  whereby   Hybrid  lithium  vehicles  will  be  combined  with
   Paratransit's  products and services  to create a viable  alternative  to the
   current gas powered taxi vehicles.

F. Ownership

   The  two (2) lithium ion powered  Chrysler PT Cruiser  full  lithium  version
   vehicles  (Exhibit  A) and  the  Chrysler/Dodge  transport  family  van  full
   lithium  version  (Exhibit B)  to be  purchased  by  Paratransit  are for the
   exclusive  use  of  Paratransit  and its agents.  Paratransit  will own these
   vehicles. Hybrid  will provide Paratransit with all title and other documents
   necessary for  these  vehicles to be registered in  California,  on or before
   the date Paratransit takes possession of the vehicles.
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G. Technology

1. All  patents,  inventions  and  confidential  information   shall  remain the
   property of the party who owned the same before the same  was made  available
   to the other party under this  agreement,  unless the  right to such property
   is changed through further written agreement executed by both parties.

2. Each party  will cooperate  with the other and render all such  assistance as
   the  other  party   may  require  in  any  patent  office  proceeding  or any
   litigation  involving  inventions,  improvements,  ideas or other proprietary
   information connected with or arising out of this agreement.

H. Assignment

   Except  in connection  with  corporate  reorganizations,  neither party shall
   transfer  or assign this  agreement,  in whole or in part,  without the prior
   written consent of the other party.

I. Termination

   This  agreement will automatically  terminate on One Hundred Eighty 180) days
   from the  Effective  Date if no Developed  Products are  operational  by that
   date,  unless  the parties have agreed in writing  before that date to extend
   the time for establishing an Evaluation Period.

J. Press

   Hybrid  will  work  with   Paratransit   to  produce  a   press  release  for
   distribution  immediately  after  execution  of  this  contract.  Hybrid will
   provide key public relations  support for the  project and will work with the
   Paratransit's public relations personnel.

Paratransit, Inc.                            Hybrid Technologies, Inc.

Dated: March 30, 2006                        Dated: March 29, 2006
       --------------                               --------------

By: /s/ Bill Durant                          By: /s/ Holly Rosberry
----------------------------------           --------------------------------
Bill E. Durant, Executive Director           Holly Rosberry, President


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                                    EXHIBIT A

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Quick Specs 2006 Hybrid Technologies PT cruiser full lithium version (Government
fleet)
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        Body Styles:      4-Dr Wagon; 2-Dr Convertible
        Engines:          ac induction motor w/ lithium supply
        Transmissions:    5 Speed Manual lithium version
        Drivetrains:      Front Wheel Drive

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2006  lithium  Hybrid  Chrysler  PT  Cruiser  Performance  & Efficiency Standard
Features
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- fully hybrid technologies  lithium  system  with  BMS  system, motor mounting,
  kokum batteries
- electric charge via 110v or 22v with 6 hour full charge
- battery economy EPA highway (mpcharge):  100 and EPA city (mpcharge): 150 plus
- Multi-point induction system
- 15 lithium cell units

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2006  lithium  Hybrid  Chrysler  PT  Cruiser  Handling,  Ride & Braking Standard
Features
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- 3.94:1 axle ratio
- Two disc brakes including two ventilated discs
- Immobilizer
- Spacesaver steel rim under body spare wheel
- Strut front  suspension independent with stabilizer bar and coil springs, beam
  rear suspension rigid with coil springs

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2006  lithium  hybrid  Chrysler  PT  Cruiser  Exterior  &  Aerodynamics Standard
Features
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- Body color front and rear bumpers
- Driver and passenger internally adjustable black door mirrors
- External dimensions: overall length (inches): 168.8, overall  width  (inches):
  67.1, overall height (inches): 63, ground  clearance  (inches):  6,  wheelbase
  (inches): 103, front track (inches): 58.3, rear  track (inches): 58.2 and curb
  to curb turning circle (feet): 36.7
- Complex surface lens halogen bulb headlights
- Heat reflective glass
- Pearl paint
- Fixed rear window with defogger and intermittent
- Tinted glass on cabin, rear and side
- Weights: curb weight (Lbs) 3,032, gross trailer weight braked (Lbs) 1,000  and
  max payload (Lbs) 865
- Windshield wipers with variable intermittent wipe

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2006 Chrysler PT Cruiser Interior Standard Features
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- 12v power outlet: front and 1
- Fixed mast antenna

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- Audio system with AM/FM and cassette
- Cargo area light
- Cargo capacity:  all  seats  in  place (cu ft): 21.9 and all seats removed (cu
  ft): 64.2
- Clock
- Full  dashboard and floor console with open storage box
- Delayed/fade courtesy  lights
- Front seats and rear seats cup holders fixed
- Door ajar warning
- Door pockets/bins for driver seat, passenger seat and rear seats
- Floor covering: carpet in load area
- Floor mats
- Driver and passenger front airbag
- Bucket driver and passenger seat
- Height  adjustable  3-point reel front seat belts on driver seat and passenger
  seat with  pre-tensioners
- Front seat center armrest
- Lockable glove compartment
- Two height adjustable head restraints on front seats and rear seats
- Internal dimensions: front headroom (inches):  39.2,  rear headroom  (inches):
  39.5, front hip room (inches): 50.2, rear hip room  (inches): 46.7, front  leg
  room (inches): 40.6,  rear  leg  room  (inches):  40.9,  front  shoulder  room
  (inches): 54.5, rear shoulder room (inches): 53.9 and interior volume (cu ft):
  99.6
- Low fuel level warning
- Power steering
- Front power windows with two one-touch, rear power windows
- 3-point reel rear seat belts on driver side, passenger side and center side
- Three  asymmetrical  split  bench  front facing removable rear seats with zero
  adjustments tip/tumble
- Rear view mirror
- Front seat back storage
- Upgraded cloth/velour seat upholstery with additional upgraded cloth/velour
- Seating: five seats
- Six speaker(s)
- Plastic steering wheel with tilt adjustment
- Tachometer
- Driver and passenger vanity mirror
- Ventilation system

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                                    EXHIBIT B
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Quick Specs 2006 lithium Dodge Caravan  delivery  model for  Paratransit  inc. a
California taxi service
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  Body Styles:         2-Dr Minivan; 2-Dr Cargo
  Engines:             a/c induction motor lithium supply system
  Transmissions:       4 Speed manual
  Drivetrains          Front Wheel Drive

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2006 Dodge Caravan Performance & Efficiency Standard Features
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- specs  similar  to 3300cc  front  engine  with 93 mm bore, 81 mm  stroke,  9.3
  compression ratio,  overhead valve and two valves per cylinder EGA
- 10 lithium cell system
- battery economy EPA highway (mpc): 100 and EPA city (mpc): 150m plus
- Multi-point injection fuel system
- 20.1 gallon main unleaded fuel tank
- Power: 134  kW,  180 HP SAE @ 5,200  rpm;  210 ft lb,  285 Nm @  4,000  rpm or
  similar

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2006 Dodge Caravan Handling, Ride & Braking Standard Features
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- Four-wheel ABS
- 3.62:1 axle ratio
- Four disc brakes including two ventilated discs
- Fullsize steel rim under body spare wheel
- Strut front  suspension  independent  with  stabilizer  bar and  coil springs,
  beam rear, suspension rigid with stabilizer bar and leaf springs

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2006 Dodge Caravan Exterior & Aerodynamics Standard Features
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- Body side molding
- Toned front and rear bumpers
- Driver and passenger externally adjustable black door mirrors
- External dimensions:  overall  length (inches): 189.3, overall width (inches):
  78.6, overall height (inches): 68.9, ground clearance (inches): 5.6, wheelbase
  (inches): 113.3, front track (inches): 63, rear track (inches): 64 and curb to
  curb turning circle (feet): 37.6
- Complex surface lens halogen bulb headlights
- Heat reflective glass
- Pearl paint
- Fixed rear window with defogger and intermittent
- Tinted glass on cabin
- Weights:  curb weight (Lbs) 4,112 and gross trailer weight braked Lbs) 1,800
- Windshield wipers with variable intermittent wipe

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2006 Dodge Caravan Interior Standard Features
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- 12v power outlet: front and rear and 1
- Air conditioning
- Fixed mast antenna
- Audio  system with AM/FM and CD player CD player  reads MP3
- Automatic drive indicator on dashboard
- Below seat storage under passenger seat
- Cargo area light
- Cargo capacity: all seats removed (cu ft): 146.7
- Clock
- Full dashboard console with open storage box
- Courtesy lights
- Front seats cup holders pop out
- Floor covering: plastic/rubber in load area
- Driver front airbag  intelligent, passenger front airbag with occupant sensors
  intelligent
- Bucket driver and passenger seat
- Height adjustable 3-point reel front seat belts on driver seat  and  passenger
  seat with pre-tensioners
- Front seat center armrest
- Glove compartment
- Two height adjustable head restraints on front seats
- Internal dimensions:  front  headroom (inches): 39.6, front hip room (inches):
  57.2,  front  leg  room (inches): 40.6, front shoulder room (inches): 62.9 and
  interior volume (cu ft): 140.4
- Low fuel level warning
- Low tire pressure indicator
- Low washer fluid level warning
- Power steering
- Front reading lights
- Rear view mirror
- Upgraded cloth/velour seat upholstery with additional upgraded cloth/velour
- Seating: two seats
- Two speaker(s)
- Plastic steering wheel
- Driver and passenger vanity mirror
- Ventilation system with recirculation setting

  NEW DIGITAL DISPLAY FOR BATTERY USE A AMPS LITHIUM LETTERING