Exhibit 10.52

THE NOTE REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE;
AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF
EXCEPT IN COMPLIANCE WITH, OR PURSUANT TO AN EXEMPTION FROM, THE REQUIREMENTS OF
SUCH ACT OR SUCH LAWS.

                                CONVERTIBLE NOTE
                              Due February 18, 2001

February 18, 2000                                                        $75,000

      GreenMan Technologies, Inc., a Delaware corporation (hereinafter called
the "Issuer"), for value received, hereby promises to pay to the Holder (as
defined below) on February 18, 2001 the principal amount of $75,000 in such coin
or currency of the United States of America as at the time of payment shall be
legal tender for public and private debts, at the principal office of the
Issuer. Interest on the principal amount of this Note shall be paid at the rate
of eleven percent (11%) per annum accrued during the period that the principal
amount of this Note is outstanding, payable semi-annually in cash, by check, or
deferred until maturity and paid in shares of Common Stock of the Company using
the Conversion Price set forth in Section 3 hereof.

      This Note is issued by the Company pursuant to the Term Sheet (as defined
below). Notwithstanding any provision to the contrary contained herein, this
Note is subject and entitled to certain terms, conditions, covenants and
agreements contained in the Term Sheet. Any transferee or transferees of the
Note, by their acceptance hereof, assume the obligations of the Payee in the
Term Sheet with respect to the conditions and procedures for transfer of the
Note. Reference to the Term Sheet shall in no way impair the absolute and
unconditional obligation of the Company to pay both principal and interest
hereon as provided herein.

                                    ARTICLE 1
                                   DEFINITIONS

      SECTION 1.1 Definitions. The terms defined in this Article whenever used
in this Note shall have the respective meanings hereinafter specified.

            (a) "Additional Capital Shares" shall have the meaning set forth in
Section 3.l(c).

            (b) "Business Day" shall mean a day other than Saturday, Sunday or
any day on which banks located in the state of MASSACHUSETTS are authorized or
obligated to close.

            (c) "Capital Shares" shall mean the Common Shares and any other
shares of any other class of common stock, whether now or hereafter authorized,
which have the right to participate in the distribution of earnings and assets
of the Issuer.

            (d) "Closing Date" shall mean February 18, 2000.
<PAGE>

            (e) "Common Shares" shall mean shares of the common stock, par value
$.01, of the issuer.

            (f) "Conversion Date" shall mean any day on which all or some part
of the principal amount of this Note is converted into Note Shares in accordance
with the terms of this Note, provided that a Conversion Date must be a Business
Day.

            (g) "Conversion Notice" shall have the meaning set forth in Section
3.2.

            (h) "Conversion Price" shall have the meaning set forth in Section
3.1.

            (i) "Conversion Ratio" shall have the meaning set forth in Section
3.1.

            (j) "Default Interest Rate" shall be equal to 14% per annum.

            (k) "Event of Default" shall have the meaning set forth in Section
6.1.

            (l) "Holder" shall mean Dr. Allen Kahn or any person to which this
Note is subsequently transferred in accordance with the terms provided herein.

            (m) "Issuer" shall mean GreenMan Technologies, Inc., a Delaware
corporation, and any successor corporation by merger, consolidation, sale or
exchange of all or substantially all of the Issuer's assets, or otherwise.

            (n) "Maximum Rate" shall have the meaning set forth in Section 6.3.

            (o) "Note" shall mean this Convertible Note or such other
Convertible Note or Notes exchanged therefor as provided in Section 2.1.

            (p) "Notes" shall mean the Convertible Note issued pursuant to the
Term Sheet and such other Convertible Note or Notes exchanged therefor as
provided in Section 2.1.

            (q) "Note Shares" when used with reference to the securities
issuable upon conversion of this Note, shall mean all Common Shares now or
hereafter Outstanding and securities of any other class into which the Note
Shares shall hereafter have been changed, whether now or hereafter created.

            (r) "Outstanding" when used with reference to Common Shares or
Capital Shares (collectively, "Shares"), shall mean, at any date as of which the
number of such Shares is to be determined, all issued and outstanding Shares,
and shall include all such Shares issuable in respect of outstanding scrip or
any certificates representing fractional interests in such Shares; provided,
however, that "Outstanding" shall not mean any such Shares then directly or
indirectly owned or held by or for the account of the Issuer or any Subsidiary.


                                      -2-
<PAGE>

            (s) "Person" shall mean an individual, a corporation, a partnership,
an association, a trust or other entity or organization, including a government
or political subdivision or an agency or instrumentality thereof.

            (t) "Term Sheet" means the Term Sheet, dated October 26, 1999 and
attached as a exhibit to this document.

            (u) "SEC" shall mean the United States Securities and Exchange
Commission.

            (v) "Securities Act" shall mean the Securities Act of 1933, as
amended, and the rules and regulations of the SEC thereunder, all as in effect
at the time.

            (x) "Subsidiary" shall mean any entity of which securities or other
ownership interests having ordinary voting power to elect a majority of the
board of directors or other persons performing similar functions are owned
directly or indirectly by the Issuer.

            (y) "Warrant" shall mean the Common Stock Purchase Warrant issued
pursuant to the Term Sheet and any other Common Stock Purchase Warrant exchanged
therefor.

                                    ARTICLE 2
                       EXCHANGES AND TRANSFER; REDEMPTION

      SECTION 2.1 Exchange and Registration of Transfer of Notes. The Holder
may, at its option, surrender this Note at the office of the Issuer and receive
in exchange therefor a Note or Notes, each in the denomination of $10,000.00 or
an integral multiple of $10,000.00 in excess thereof, dated as of the date of
this Note, and, subject to Section 4.1, payable to such Person, or order, as may
be designated by such Holder. The aggregate principal amount of such Note or
Notes exchanged in accordance with this Section 2.1 shall equal the aggregate
unpaid principal amount of this Note as of the date of such surrender; provided,
however, that upon such exchange there shall be filed with the Issuer the name
and address for all purposes hereof of the Holder or Holders of the Note or
Notes delivered in such exchange. This Note, when presented for registration of
transfer or for exchange, conversion or payment, shall (if so required by the
Issuer) be duly endorsed by, or be accompanied by a written instrument of
transfer in form reasonably satisfactory to the Issuer duly executed by, the
Holder or its attorney duly authorized in writing.

      SECTION 2.2 Loss, Theft, or Destruction of Note. Upon receipt of evidence
satisfactory to the Issuer of the loss, theft, destruction or mutilation of this
Note and, in the case of any such loss, theft or destruction, upon receipt of
indemnity or security reasonably satisfactory to the Issuer, or, in the case of
any such mutilation, upon surrender and cancellation of this Note, the Issuer
will make and deliver, in lieu of such lost, stolen, destroyed or mutilated
Note, a new Note of like tenor and unpaid principal amount dated as of the date
hereof. This Note shall be held and owned upon the express condition that the
provisions of this Section 2.2 are exclusive with respect to the replacement of
a mutilated, destroyed, lost or stolen Note and shall preclude any and all other
rights and remedies not withstanding any law or statute existing or hereafter
enacted to the contrary with respect to the


                                      -3-
<PAGE>

replacement of negotiable instruments or other securities without their
surrender.

      SECTION 2.3 Who Deemed Absolute Owner. The Issuer may deem the person in
whose name this Note shall be registered upon the registry books of the Issuer
to be, and may treat it as, the absolute owner of this Note (whether or not this
Note shall be overdue) for the purpose of receiving payment of or on account of
the principal of this Note, for the conversion of this Note and for all other
purposes, and the Issuer shall not be affected by any notice to the contrary.
All such payments and such conversion shall be valid and effectual to satisfy
and discharge the liability upon this Note to the extent of the sum or sums so
paid or the conversion so made.

                                    ARTICLE 3
                               CONVERSION OF NOTE

      SECTION 3.1 Conversion; Conversion Price. At the option of the Holder, at
any time commencing one year following the date of issuance of this Note until
this Note is paid in full, this Note may be converted, either in whole or in
part up to the principal amount hereof (or in case some portion of this Note
shall have been called for redemption prior to such date, then at the portion
that is not so called), at the conversion price the ("Conversion Price") equal
to $1.00.

      SECTION 3.2 Exercise of Conversion Privilege. In order to exercise the
conversion privilege, either in whole or in part, the Holder shall surrender
this Note to the Issuer during usual business hours at its principal office and
shall give written notice to the Issuer in the form attached hereto in Annex I
(the "Conversion Notice") at said office that the Holder elects to convert this
Note. The Holder may exercise its right to convert this Note by telecopying an
executed and completed Conversion Notice. The Issuer shall convert the Note and
issue the Note Shares effective as of the time requested by the Holder in the
Conversion Notice so long as such time is after the date on which the Conversion
Notice is given. The Conversion Notice shall also state the name or names (with
address) of the persons who are to become the holders of the Note Shares in
connection with such conversion. Upon surrender for conversion, this Note shall
be accompanied by a proper assignment hereof to the Issuer or in blank. As
promptly as practicable after the receipt of the original Conversion Notice and
this Note as aforesaid, but in any event no more than fifteen (15) Business Days
after the Issuer's receipt of such Conversion Notice and this Note, the Issuer
shall (i) issue the Note Shares issuable upon such conversion in accordance with
the provisions of this Article 3, and (ii) deliver to the Holder (X) a
certificate or certificate(s) representing the number of Note Shares to which
the Holder is entitled by virtue of such conversion, and (Y) cash, as provided
in Section 3.3, in respect of any fraction of a Note Share issuable upon such
conversion. Such conversion shall be deemed to have been effected at the time at
which the Conversion Notice indicates so long as this Note shall have been
surrendered as aforesaid at such time, and at such time the rights of the Holder
as holder of this Note shall cease and the person and persons in whose name or
names the Note Shares shall be issuable upon such conversion shall be deemed to
have become the holder or holders of record of the Note Shares represented
thereby. The Conversion Notice shall constitute a contract between the Holder
and the Issuer, whereby the Holder shall be deemed to subscribe for the number
of Note Shares that it will be entitled to receive upon such conversion and, in
payment and satisfaction of such subscription (and for any cash adjustment to
which it is entitled pursuant to Section 3.4), to surrender this Note and to
release the Issuer from all liability thereon.


                                      -4-
<PAGE>

      SECTION 3.3 Fractional Shares. No fractional Note Shares or scrip
representing fractional Note Shares shall be issued upon conversion of this
Note. Instead of any fractional Note Shares that would otherwise be issuable
upon conversion of this Note, the Issuer shall pay a cash adjustment in respect
of such fraction.

      SECTION 3.4 Reclassification, Consolidation, Merger or Mandatory Share
Exchange. At any time while this Note remains outstanding and unexpired, in case
of any reclassification or change of Outstanding Common Shares issuable upon
conversion of this Note (other than a change in par value, or from par value to
no par value per share, or from no par value per share to par value or as a
result of a subdivision or combination of outstanding securities issuable upon
conversion of this Note) or in case of any consolidation, merger or mandatory
share exchange of the Issuer with or into another corporation (other than a
merger or mandatory share exchange with another corporation in which the Issuer
is a continuing corporation and which does not result in any reclassification or
change, other than a change in par value, or from par value to no par value per
share, or from no par value per share to par value, or as a result of a
subdivision or combination of Outstanding Common Shares upon conversion of this
Note), or in the case of any sale or transfer to another corporation of the
property of the Issuer as an entirety or substantially as an entirety, the
Issuer, or such successor or purchasing corporation, as the case may be, shall,
without payment of any additional consideration therefore, execute a new Note
providing that the Holder shall have the right to convert such new Note (upon
terms and conditions not less favorable to the Holder than those then applicable
to this Note) and to receive upon such exercise, in lieu of each Common Share
theretofore issuable upon conversion of this Note, the kind and amount of shares
of stock, other securities, money or property receivable upon such
reclassification, change, consolidation, merger, mandatory share exchange, sale
or transfer by the holder of one Common Share issuable upon conversion of this
Note had this Note been converted immediately prior to such reclassification,
change, consolidation, merger, mandatory share exchange or sale or transfer. The
provisions of this Section 3.4 shall similarly apply to successive
reclassifications, changes, consolidations, mergers, mandatory share exchanges
and sales and transfers.

                                    ARTICLE 4
                        STATUS; RESTRICTIONS ON TRANSFER

      SECTION 4.1 Status of Note. Subject to Section 4.2 below, this Note is a
direct, general and unconditional obligation of the Issuer ranking pari passu
with all other unsecured indebtedness of the Issuer, and constitutes a valid and
legally binding obligation of the Issuer, enforceable in accordance with its
terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and
other similar laws of general applicability relating to or affecting creditors'
rights and to general principals of equity.

      SECTION 4.2 Restrictions on Transfer. This Note, and any Note Shares
issued according to the terms hereof, have not been and will not be registered
under the United States Securities Act. This Note and any Note Shares may not be
offered or sold, directly or indirectly, except pursuant to registration under
the Act, an available exemption therefrom, or pursuant to Regulation S.


                                      -5-
<PAGE>

                                    ARTICLE 5
                                    COVENANTS

      The Issuer covenants and agrees that so long as this Note shall be
outstanding:

      SECTION 5.1 Payment of Note. The Issuer will punctually, according to the
terms hereof, (a) pay or cause to be paid the principal of this Note and (b)
issue Note Shares upon conversion.

      SECTION 5.2 Notice of Default. If any one or more events occur that
constitute or, with the giving of notice or the lapse of time or both, would
constitute an Event of Default or if the Holder shall demand payment or take any
other action permitted upon the occurrence of any such Event of Default, the
Issuer will forthwith give notice to the Holder, specifying the nature and
status of the Event of Default or other event or of such demand or action, as
the case may be.

      SECTION 5.3 Sufficient Authorized Common Shares. (a) So long as the
Current Market Price of the Common Shares is greater than or equal to ninety
percent (90%) of the Current Market Price on the date hereof, the Issuer shall
at all times have authorized and reserved for issuance, free from preemptive
rights, a sufficient number of Common Shares to yield a number of Note Shares
sufficient to satisfy the conversion rights of the Purchaser pursuant to the
terms and conditions hereof; and

            (b) at any time when the Current Market Price of the Common Shares
is less than ninety percent (90%) of such Current Market Price on the date
hereof, the Issuer shall continue to reserve the number of shares of Common
Stock required by clause (a) above and in addition (including, without
limitation, by authorizing increases in its capital) to have at all times
authorized and reserved for issuance, free from preemptive rights, a sufficient
number of Common Shares that will yield a number of Note Shares sufficient to
satisfy the conversation rights of the Purchaser pursuant to the terms and
conditions hereof and required by the drop in the market price of the Common
Stock below ninety percent (90%) of such market price on the date hereof.

      SECTION 5.4 Insurance. The Issuer will carry and maintain in full force
and effect at all times with insurers the Issuer reasonably believes to be
financially sound and reputable such insurance in such amounts as is customary
in the respective industries of the Issuer and its Subsidiaries.

      SECTION 5.5 Payment of Obligations. The Issuer will pay and discharge at
or before maturity, all its respective material obligations and liabilities,
including, without limitation, tax liabilities, except where the same may be
contested in good faith by appropriate proceedings, and will maintain in
accordance with generally accepted accounting principles, appropriate reserves
for the accrual of any of the same.

      SECTION 5.6 Compliance with Laws. The Issuer will comply in all material
respects with all applicable laws, ordinances, rules, regulations, and
requirements of governmental authorities except where the necessity of
compliance therewith is contested in good faith by appropriate proceedings.


                                      -6-
<PAGE>

      SECTION 5.7 Inspection of Property, Books and Records. The Issuer will
keep propr books of record and account in which full, true and correct entries
shall be made of all dealings and transactions in relation to its business and
activities and will permit representatives of the Holder at the Holder's expense
to visit and inspect any of its respective properties, to examine and make
abstracts from any of its respective books and records and to discuss its
respective affairs, finances and accounts with its respective officers,
employees and independent public accountants, all at such reasonable times and
as often as may reasonably be desired.

                                    ARTICLE 6
                                    REMEDIES

      SECTION 6.1 Events of Default "Event of Default" wherever used herein
means any one of the following events:

            (a) default in the due and punctual payment of the principal of on,
or any other amount owing in respect of, this Note when and as the same shall
become due and payable, and continuance of such default for a period of thirty
(30) calendar days; or

            (b) substantial failure in the performance or observance of Section
5.5 of this Note and the continuance of such default for a period of thirty (30)
calendar days; or

            (c) default in the performance or observance of any covenant or
agreement of the Issuer in this Note (other than a covenant or agreement a
default in the performance of which is specifically provided for elsewhere in
this Section), and the continuance of such default for a period of thirty (30)
calendar days after there has been given to the Issuer by a Holder a written
notice specifying such default and requiring it to be remedied; or

            (d) the entry of a decree or order by a court having jurisdiction in
the premises adjudging the Issuer or any Subsidiary a bankrupt or insolvent, or
approving as properly filed a petition seeking reorganization, arrangement,
adjustment or composition of or in respect of the Issuer under the Bankruptcy
Code or any other applicable Federal or state law, or appointing a receiver,
liquidator, assignee, trustee or sequestrator (or other similar official) of the
Issuer or of any substantial part of its property, or ordering the winding-up or
liquidation of its affairs, and the continuance of any such decree or order
unstayed and in effect for a period of thirty (30) calendar days; or

            (e) the institution by the Issuer or any Subsidiary of proceedings
to be adjudicated a bankrupt or insolvent, or the consent by it to the
institution of bankruptcy or insolvency proceedings against it, or the filing by
it of a petition or answer or consent seeking reorganization or relief under the
Federal Bankruptcy Code or any other applicable Federal or state law, or the
consent by it to the filing of any such petition or to the appointment of a
receiver, liquidator, assignee, trustee, or sequestrator (or other similar
official) of the Issuer or of any substantial part of its property, or


                                      -7-
<PAGE>

            (f) the Issuer shall fail to issue and deliver the Note Shares
within thirty (30) Business Days of its receipt of the original Note and the
original Conversion Notice in accordance with Section 3.2; or

            (g) any principal of other indebtedness of the Issuer or any
Subsidiary, exceeding $750,000 is not repaid on its original maturity date or
becomes due and payable by reason of default before its original maturity date;
or

            (h) (i) the Issuer or any Subsidiary is unable to pay its debts as
they fall due, stops, suspends, or threatens in writing to stop or suspend
payment of all or any material part of its debts (other than debts contested in
good faith by appropriate proceedings), begins negotiations or takes any
proceeding or other step with a view to readjustment, rescheduling or deferral
of all of its indebtedness (or any material part thereof) that it will or might
otherwise be unable to pay when due or seeks the appointment of a statutory
manager or proposes in writing or makes a general assignment or an arrangement
or composition with or for the benefit of its creditors or any group or class
thereof or a moratorium or statutory management is agreed or declared in respect
of or affecting all or any material part of the indebtedness of the Issuer or
any of its wholly owned subsidiaries, or (ii) the Issuer ceases or threatens in
writing to cease to carry on all or any material part of the business carried on
by the Issuer and its Subsidiaries taken as a whole and as a result of such
cessation or threat of cessation, the Issuer will not be able to perform or
comply with its payment obligations under this Note; or

            (i) on or after the date hereof, a final judgment or final judgments
for the payment of money shall have been entered by any court or courts of
competent jurisdiction against the Issuer and remains undischarged for a period
(during which execution shall be effectively stayed) of thirty (30) days,
provided that the aggregate amount of all such judgments at any time outstanding
(to the extent not paid or to be paid, as evidenced by a written communication
to that effect from the applicable insurer, by insurance) exceeds $750,000; or

            (j) it becomes unlawful for the Issuer to perform or comply with its
obligations under this Note, the Term Sheet, or the Warrant.

      SECTION 6.2 Acceleration of Maturity: Rescission and Annulment. If an
Event of Default occurs and is continuing, then and in every such case any
Holder may declare the principal of this Note to be due and payable immediately,
by a notice in writing to the Issuer, and upon any such declaration the
principal of this Note shall become immediately due and payable.

      SECTION 6.3 Default Interest Rate.

            (a) If any portion of the principal of the Note shall not be paid
when due (whether at the stated maturity, by acceleration or otherwise) such
principal of the Note that is due and owing but not paid shall, without limiting
the Holder's rights under this Note or under the Term Sheet, bear interest at
the Default Interest Rate until paid in full.


                                      -8-
<PAGE>

            (b) Notwithstanding anything herein or in the Term Sheet to the
contrary, if at any time the applicable interest rate as provided for herein
shall exceed the maximum lawful rate which may be contracted for, charged, taken
or received by the Lender in accordance with applicable laws of the State of
Massachusetts (the "Maximum Rate"), the rate of interest applicable to the Note
shall be limited to the Maximum Rate.

      SECTION 6.4 Remedies Not Waiver. No course of dealing between the Issuer
and the Holder or any delay in exercising any rights hereunder shall operate as
a waiver by the Holder.

                                    ARTICLE 7
                                  MISCELLANEOUS

      SECTION 7.1 Register.

            (a) The Issuer shall keep at its principal office a register in
which the Issuer shall provide for the registration of this Note. Upon any
transfer of this Note in accordance with Article 2 and 4 hereof, the Issuer
shall register such transfer on the Note register.

            (b) The Issuer may deem the person in whose name this Note shall be
registered upon the registry books of the Issuer to be, and may treat it as, the
absolute owner of this Note (whether or not this Note shall be overdue) for the
purpose of receiving payment of principal of this Note, for the conversion of
this Note and for all other purposes, and the Issuer shall not be affected by
any notice to the contrary. All such payments and such conversions shall be
valid and effective to satisfy and discharge the liability upon this Note to the
extent of the sum or sums so paid or the conversion or conversions so made.

      SECTION 7.2 Withholding. To the extent required by applicable law, the
Issuer may withhold amounts for or on account of any taxes imposed or levied by
or on behalf of any taxing authority in the United States having jurisdiction
over the Issuer from any payments made pursuant to this Note.

      SECTION 7.3 Governing Law. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF MASSACHUSETTS (WITHOUT GIVING
EFFECT TO CONFLICTS OF LAWS PRINCIPLES). WITH RESPECT TO ANY SUIT, ACTION OR
PROCEEDINGS RELATING TO THIS NOTE, THE ISSUER IRREVOCABLY SUBMITS TO THE
EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF MASSACHUSETTS AND THE
UNITED STATES DISTRICT COURT LOCATED IN BOSTON, MASSACHUSETTS AND HEREBY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIM THAT ANY SUCH SUIT,
ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. SUBJECT TO
APPLICABLE LAW, THE ISSUER AGREES THAT FINAL JUDGMENT AGAINST IT IN ANY LEGAL
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE SHALL BE CONCLUSIVE
AND MAY BE ENFORCED IN ANY OTHER JURISDICTION WITHIN OR OUTSIDE THE UNITED
STATES BY SUIT ON THE JUDGMENT, A CERTIFIED


                                      -9-
<PAGE>

COPY OF WHICH JUDGMENT SHALL BE CONCLUSIVE EVIDENCE THEREOF AND THE AMOUNT OF
ITS INDEBTEDNESS, OR BY SUCH OTHER MEANS PROVIDED BY LAW.

      SECTION 7.4 Headings. The headings of the Articles and Sections of this
Note are inserted for convenience only and do not constitute a part of this
Note.

      IN WITNESS WHEREOF, the Issuer has caused this Note to be signed by its
duly authorized officer under its corporate seal, attested by its duly
authorized officer, on the date of this Note.

                              GreenMan Technologies, Inc.

                              By: /s/ Robert H. Davis
                              Title: Chief Executive Officer

Attest
By: /s/ Charles E. Coppa                                        [Corporate Seal]
Title: Secretary


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<PAGE>

                              ANNEX I TO THIS NOTE
                           [FORM OF CONVERSION NOTICE]

TO                              :
   -----------------------------

      The undersigned owner of the Convertible Note; dated February 18, 2000,
issued by GreenMan Technologies, Inc. (the "Note") hereby irrevocably exercises
the option to convert $              of the principal amount of the Note into
                       -------------
Common Shares, par value $.01, of GreenMan Technologies, Inc. (the "Note
Shares"), in accordance with the terms of the Note. The undersigned directs that
the Note Shares issuable and certificates therefor (to the extent that
certificates evidencing Common Shares are then being issued by GreenMan
Technologies, Inc. deliverable upon the conversion, together with any check in
payment for fractional Note Shares, be issued in the name of and delivered, if
appropriate, to the undersigned unless a different name has been indicated
below.

Dated:
       -----------                  --------------------------------------------
                                                  Signature

Fill in for registration of Note Shares:
                                        --------------------------

Pleas print name and address
(including zip code number)

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