EXHIBIT 4.1


    
      
        

      

    

    EXHIBIT
      4.1


    PROMISSORY
      NOTE

     

     

     

    
      	 $37,500.00 	
               December
                29,
                2006

            


    

     

    FOR
      VALUE
      RECEIVED, Hydrogen Power, Inc., a Delaware corporation (“Maker”),
      promises to pay to the order of Henry Fong, or his successors or assigns
      (“Payee”)
      at
      such place as Payee may designate in writing, in immediately available lawful
      money of the United States of America, the principal sum of Thirty-Seven
      Thousand Five Hundred Dollars ($37,500.00) (the “Principal
      Balance”),
      together with interest accrued on the unpaid balance at a fixed rate equal
      to
      seven percent (7%) per annum (calculated on a basis of actual days), on or
      before March 31, 2007 (the “Maturity
      Date”),
      in
      accordance with the terms of this Note. 

     

    This
      Note
      is delivered in partial payment of Maker’s obligations under that certain Letter
      Agreement (the “Letter
      Agreement”)
      dated
      December 29, 2006 by and between Maker, Payee, Beacon Investments, Inc. and
      Gulfstream Financial Partners, LLC. 

     

    Prepayment.
      This
      Note may be prepaid in whole or in part at any time without payment of any
      prepayment penalty or fee. 

     

    Event
      of Default.
      The
      term “Event
      of Default”
shall
      include each or all of the following events with respect to Maker:

     

    (1)  Maker
      shall fail to pay, within ten (10) days of Maker’s receipt of written notice
      from Payee of such failure to pay, any amounts required to be paid under this
      Note;

     

    (2)  The
      occurrence of any of the following events with respect to Maker:

     

    (a)  by
      the
      order of a court of competent jurisdiction, a receiver or liquidator or trustee
      of Maker is appointed and shall have not been discharged within a period of
      forty-five (45) days, or if, by decree of such a court, Maker is adjudicated
      a
      bankrupt or any substantial part of its property shall be sequestered and such
      a
      decree shall continue undischarged and unstayed for a period of forty-five
      (45)
      days after the entry thereof pursuant to the Federal Bankruptcy Code, as it
      now
      exists or as it may hereafter be amended or pursuant to any other analogous
      statute applicable to Maker as now or hereinafter in effect, shall be filed
      against Maker and shall not be dismissed within forty five (45) days;
      or

     

    (b)  if
      Maker
      files a petition of voluntary bankruptcy under any provision of any bankruptcy
      law or a petition to take advantage of any insolvency act, or consent to the
      appointment of a receiver or receivers for all or any part of the business
      of
      Maker or consents to the filing of any bankruptcy, arrangement or reorganization
      petition by or against Maker or themselves under any provision of the bankruptcy
      law, or (without limiting the generality of the foregoing) Maker files a
      petition or answer seeking an arrangement or reorganization of Maker pursuant
      to
      the Federal Bankruptcy code, as it now exists or as it may hereafter be amended,
      or pursuant to any other analogous statute applicable to Maker as now or
      hereafter in effect; 

     

    In
      the
      Event of Default, the entire outstanding Principal Balance, at Payee’s option,
      exercised by written notice to Maker, become immediately due and payable. Except
      as herein expressly provided, no modification or amendment of the terms of
      this
      Note shall be effective unless made in a writing signed by Maker and
      Payee.

     

    Costs
      of Collection. In
      the
      event Maker is in Default in the payment or the performance of any obligation
      due or required by this Note, Maker shall be responsible for attorneys fees
      and
      collection costs incurred by Payee in enforcing its rights hereunder, regardless
      of whether suit is commenced or not.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Waiver
      by Maker.
      Maker
      waives presentment, protest and demand, notice of protest, demand and of
      dishonor and nonpayment of this Note and any lack of diligence or delays in
      collection or enforcement of this Note. 

    


    No
      Waiver by Payee.
      Payee
      shall not by any act, delay, omission or otherwise be deemed to have waived
      any
      of its rights or remedies, and no waiver of any kind shall be valid unless
      in
      writing and signed by Payee, and then only to the extent specifically set forth
      in writing. A waiver by Payee with reference to one event shall not be construed
      as a continuing waiver or as a bar to or waiver of any right or remedy as to
      a
      subsequent event. All rights and remedies of Payee under the terms of this
      Note,
      and under any statutes or rules of law shall be cumulative and may be exercised
      successively or concurrently. Any provision of this Note which may be
      unenforceable or invalid under any law shall be ineffective to the extent of
      such unenforceability or invalidity without affecting the enforceability or
      validity of any other provision hereof.

     

    Governing
      Law.
      This
      Note shall be construed in accordance with and governed by the laws of the
      State
      of Florida without regard to its conflict of laws provisions, for all purposes,
      including but not limited to the purpose of determining the maximum rate of
      interest, if any, which may be lawfully received hereunder by the holder hereof.
      

     

    Successors
      and Assigns.
      Maker
      and Payee agree that all of the terms of this Note shall be binding on their
      respective successors and permitted assigns, including without limitation the
      obligations of such parties as set forth in the Letter Agreement, which are
      incorporated herein by reference. The term “Maker” and the term “Payee” as used
      herein shall be deemed to include, for all purposes, the respective designees,
      successors, assigns, heirs, executors and administrators. This Note may be
      assigned by Payee.

     

    IN
      WITNESS WHEREOF, the Maker has caused this Note to be duly executed and
      delivered as of the day and year first above set forth. 

     

    


     

    MAKER:
      

    


    HYDROGEN
      POWER, INC.

    


    


    


    


    By:
      /s/
      Thomas Olson 

    Its:
       Secretary