Filed by sedaredgar.com - EV Transportation, Inc. - Exhibit 10.3






THIS NOTE AND THE SECURITIES REPRESENTED HEREBY HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“ACT”) OR APPLICABLE STATE LAW. THEY MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT AND APPLICABLE STATE
LAW OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH
REGISTRATION IS NOT REQUIRED.

__________________________________________

SECURED PROMISSORY NOTE

Secured Promissory Note 2008A-1

	  	October 9, 2008 
	U.S. $300,000 	Los Angeles, California



          FOR
VALUE RECEIVED, EV RENTAL CARS, LLC, a California limited liability
company (“Company”) at 5500 West Century Blvd., Los Angeles,
California, 90045 promises to pay to PLETHORA PARTNERS LLC, a California
limited liability company (“Holder”), at 2049 Century Park East,
Suite 3670, Los Angeles, California 90067, or at such other place as the Holder
shall direct in writing, or its registered assigns, the principal sum of
Three Hundred Thousand Dollars (U.S. $300,000.00), or such lesser amount
as shall equal the outstanding principal amount hereof, together with interest
from October 3, 2008 on the unpaid principal balance at a rate equal to ten
percent (10%) per annum, computed on the basis of the actual number of days
elapsed and a year of 365 days. All unpaid and accrued interest payable on this
Note shall be due and payable on the 1st day of each calendar month, commencing
on November 1, 2008 and continuing until the Note is repaid in full, with all
unpaid principal, together with any then unpaid and accrued interest and other
amounts payable hereunder becoming due and payable on December 3, 2008 (the
“Maturity Date”). However, upon Company’s request, Holder may
extend the Maturity Date to January 5, 2009 (the “Extended Maturity
Date”), provided that Holder’s consent to extend the Maturity Date shall
not be unreasonably withheld. All amounts owing on this Note shall be payable in
arrears, with payments first applied to accrued and unpaid interest on this
Note, and thereafter on the unpaid principal amount hereof. All references to
Dollars herein are to lawful currency of the United States of America.

         
This Note is issued in connection with a certain Secured Promissory Note
and Warrant Purchase Agreement dated as of October 9, as amended, modified or
supplemented, the “Note Purchase Agreement”) between Company,
Parent and Holder.

         
THE OBLIGATIONS DUE UNDER THIS NOTE ARE SECURED BY A SECURITY
AGREEMENT DATED AS OF THE DATE HEREOF AND EXECUTED BY COMPANY IN FAVOR OF
HOLDER. ADDITIONAL RIGHTS OF HOLDER ARE SET FORTH IN THE SECURITY
AGREEMENT.




         
The following is a statement of the rights of Holder and the conditions to
which this Note is subject, and to which Holder, by the acceptance of this Note,
agrees:

         
1. Definitions. As used in this Note the following
capitalized terms have the following meanings:

                   
(a) “Guaranty” shall mean that certain Guaranty Agreement,
dated as of the date hereof, executed by Parent in favor of Holder and pursuant
to which Parent agreed to guarantee the Obligations of Company under this Note
and the other Note Documents.

                   
(b) “Obligations” shall mean and include all loans, advances,
debts, liabilities and obligations existing or hereafter arising under or
pursuant to the terms of this Note, including all interest, fees, charges,
expenses, attorneys’ fees and costs and accountants’ fees and costs chargeable
to and payable by Company hereunder and thereunder, in each case, whether direct
or indirect, absolute or contingent, due or to become due, and whether or not
arising after the commencement of a proceeding under Title 11 of the United
States Code (11 U. S. C. Section 101 et seq.), as amended from time to
time (including post-petition interest) and whether or not allowed or allowable
as a claim in any such proceeding.

                   
(c) “Note Documents” shall mean this Note together with the
Note Purchase Agreement, the Security Agreement, the Guaranty and the
Warrant.

                   
(d) “Parent” shall mean EV Transportation, Inc., a Nevada
corporation.

                   
(e) “Permitted Investments” shall mean (a) marketable direct
obligations issued by, or unconditionally guaranteed by, the United States or
issued by any agency thereof and backed by the full faith and credit of the
United States, in each case maturing within 180 days from the date of
acquisition; (b) certificates of deposit, time deposits, eurodollar time
deposits or overnight bank deposits having maturities of six (6) months or less
from the date of acquisition issued by any commercial bank organized under the
laws of the United States or any state thereof having combined capital and
surplus of not less than $500,000,000; (c) commercial paper of an issuer rated
at least A-1 by Standard & Poor’s Ratings Services (“S&P”)
or P-1 by Moody’s Investors Service, Inc. (“Moody’s”), or carrying
an equivalent rating by a nationally recognized rating agency, if both of the
two named rating agencies cease publishing ratings of commercial paper issuers
generally, and maturing within six (6) months from the date of acquisition; (d)
repurchase obligations of any commercial bank satisfying the requirements of
clause (b) of this definition, having a term of not more than thirty (30) days,
with respect to securities issued or fully guaranteed or insured by the United
States; (e) securities with maturities of 180 days or less from the date of
acquisition issued or fully guaranteed by any state, commonwealth or territory
of the United States, by any political subdivision or taxing authority of any
such state, commonwealth or territory or by any foreign government, the
securities of which state, commonwealth, territory, political subdivision,
taxing authority or foreign government (as the case may be) are rated at least
AA by S&P or Aa by Moody’s; (f) securities with maturities of six (6) months
or less from the date of acquisition backed by standby letters of credit issued
by any commercial bank satisfying the requirements of clause (b) of this
definition; or (g) shares of money market mutual or similar funds which invest
exclusively in assets satisfying the requirements of clauses (a) through (f) of
this definition or money market 

2




funds that ( i) comply with the criteria set forth in
Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of
1940, as amended, (ii) are rated AAA by S&P and Aaa by Moody’s and (iii)
have portfolio assets of at least $5,000,000,000. 

                   
(f) “Security Agreement” shall mean that certain Security
Agreement, dated as of the date hereof, pursuant to which Company has granted
Holder a security interest in certain Collateral (as such term is defined in the
Security Agreement) to secure its obligations under this Note.

                   
(g) “Warrant” shall mean that certain Common Stock Purchase
Warrant, dated as of the date hereof, issued by Parent to Holder.

         
2. Payments. All payments of principal of, and interest on,
this Note shall be made in lawful money of the United States of America by wire
transfer of immediately available funds to such account as the Holder may from
time to time designate by written notice in accordance with the provisions of
this Note. Whenever any amount expressed to be due by the terms of this Note is
due on any day that is not a Business Day, the same shall instead be due on the
next succeeding day that is a Business Day (unless in the case of interest, such
next succeeding Business Day would be in the following calendar month, in which
case such payment will be made on the immediately preceding Business Day). This
Note may be prepaid, in whole or in part without penalty, at any time prior to
the Maturity Date.

         
3. Covenants. 

                   
(a) Corporate Existence. From the issuance date of this Note (the
“Issuance Date”) and for so long as the Note is outstanding, the
Company shall, and shall cause Parent to conduct its operations in the ordinary
course of business consistent with past practice and maintain its corporate
existence.

                   
(b) Limitations on Indebtedness; Liens. From the Issuance Date and
for so long as the Note is outstanding, the Company shall not, and shall not
permit any Parent to, (a) issue, incur, assume, maintain, suffer to exist or
extend the term of any indebtedness, except for (i) indebtedness under the Note,
(ii) indebtedness (A) the holders of which agree in writing to be subordinate
and junior in right of payments to the Note on terms and conditions reasonably
acceptable to the Holder, including expressly agreeing not to take, demand or
receive from the Company, any payment of (whether as principal, interest or any
other amount) or security for the whole or any part of such indebtedness,
including any letter of credit or similar credit support facility to support the
payment thereof, (B) which does not mature or otherwise require or permit
redemption or repayment prior to or on the Maturity Date, and (C) which is not
secured by any of the assets of the Company or Parent in an amount not to exceed
$1,000,000 (“Permitted Subordinated Indebtedness”) (it being
understood that for purposes of this Section 3(b)(ii), a guaranty, which is
expressly subordinate and junior in right of payments to the Note, by any
guarantor of any Permitted Subordinated Indebtedness of the Company shall not be
included in the calculation of the maximum amount of Permitted Subordinated
Indebtedness permitted under this Section 3(b)(ii)), (iii) the indebtedness to
Toyota (the “Toyota Facility”), (iv) the indebtedness existing on
the date hereof to Amalgamated Bank, Vineyard Bank or any other of the Company’s
current lenders (the “Existing Facilities”), (v) indebtedness of
the Company to Parent permitted by Section 3(c), or (vi) usual and ordinary 

3




trade debt, debt to finance the lease or purchase of new
vehicles for the Company’s inventory; (b) directly or indirectly, create, assume
or suffer to exist any lien on any of the collateral under the Security
Agreement, or (c) redeem, retire, defease or otherwise repay or prepay in cash
any principal of any new indebtedness or Permitted Subordinated Indebtedness
(other than indebtedness under this Note, payments due under the Toyota Facility
or payments due under the Existing Facilities), without the written consent of
Holder, which consent shall not be unreasonably withheld. Payments of principal
and other payments due under this Note shall not be subordinated to any
obligations of the Company and shall rank senior to all other indebtedness other
than (i) payments of principal and interest due under the Toyota Facility or
payments due under the Existing Facilities and (ii) trade accounts payable of
the Company and other indebtedness that, in each case, is preferred by operation
of law. The Company will not (x) amend, supplement, modify or waive any
compliance with either the Toyota Facility or the Existing Facilities or (y)
permit the assignment or transfer of some or all of the rights under either the
Toyota Facility or the Existing Facilities without the prior written consent
(which consent shall not be unreasonably withheld) of the Holder.

                   
(c) Restriction on Loans; Investments; Subsidiary Equity. From the
Issuance Date and for so long as the Note is outstanding, the Company shall not,
and shall not permit Parent to, (i) except for Permitted Investments (as defined
below), make any loans to, or investments in, any other Person, including
through lending money, deferring the purchase price of property or services
(other than trade accounts receivable on terms of ninety (90) days or less),
purchasing any note, bond, debenture or similar instrument, providing any letter
of credit, guaranteeing (or taking any action that has the effect of
guaranteeing) any obligations of any other Person, or acquiring any equity
securities of, or other ownership interest in, or making any capital
contribution to any other Person (provided, however, that Parent
may make investments in the Company), or (ii) issue, transfer or pledge any
capital stock or equity interest in the Company to any Person other than
Parent.

                   
(d) Restriction on Purchases or Payments. From the Issuance Date and
for so long as the Note is outstanding, the Company shall not, and shall not
permit Parent to, (i) declare, set aside or pay any dividends on or make any
other distributions (whether in cash, stock, equity securities or property) in
respect of any capital stock or split, combine or reclassify any capital stock
or issue or authorize the issuance of any other securities in respect of, in
lieu of or in substitution for any capital stock or set any record date with
respect to any of the foregoing; provided, however, that the
Company may declare, set aside or pay any dividends on or make any other
distributions (whether in cash, stock, equity securities or property) in respect
of any of its capital stock that is held solely by Parent or (ii) purchase,
redeem or otherwise acquire, directly or indirectly, any shares of the Company’s
capital stock or the capital stock of Parent, except as long as no Event of
Default has occurred and is continuing, repurchases of unvested shares at cost
in connection with the termination of the employment relationship with any
employee pursuant to stock option or purchase agreements in effect on the
Issuance Date and set forth in the Note Purchase Agreement From the Issuance
Date and for so long as this Note is outstanding, the Company and Parent shall
not enter into any agreement which would limit or restrict the Company’s or
Parent’s ability to perform under, or take any other voluntary action to avoid
or seek to avoid the observance or performance of any of the terms to be
observed or performed by it under, this Note, the Note Purchase Agreement, the
Guaranty or the Security Agreement.

4




                   
(e) Disposition of Assets; Mergers, Consolidations, Acquisitions.
From the Issuance Date and for so long as the Note is outstanding, the Company
shall not, and shall not cause or permit Parent to, sell, transfer, assign,
dispose, consign, lease or remove from their respective business locations any
property or assets that would have a material adverse effect on the business
operations of the Company, except that, until the Holder gives the Company
notice to the contrary during the existence of any Event of Default, the Company
or Parent may (i) sell or dispose of obsolete assets which the Company or Parent
has determined, in good faith, not to be useful in the conduct of its business
and (ii) sell or dispose of accounts in the course of collection in the ordinary
course of business consistent with past practice. In addition to the other
rights the Holder has hereunder, from the Issuance Date and for so long as the
Note is outstanding, neither Parent nor the Company shall sell all or
substantially all of its assets, except in the event the acquiring entity (x)
assumes the Company’s obligations hereunder and under the agreements and
instruments entered into in connection herewith and (y) is a publicly traded
corporation whose common stock is quoted on or listed for trading on the New
York Stock Exchange, the American Stock Exchange or the NASDAQ Global Market (or
a successor thereto), and (z) immediately before and immediately after giving
effect to such transaction, no Event of Default shall have occurred and be
continuing. Notwithstanding any of the foregoing, the Company and Parent shall
at all times be permitted to liquidate the “Vehicle Collateral” or any other
property or assets that the Company or Parent are required to liquidate under
the terms of that certain Third Forbearance Agreement, dated July 8, 2008, by
and among the Company and Amalgamated Bank.

                   
(f) Maintenance of Assets; Insurance. From the Issuance Date and for
so long as this Note is outstanding, the Company will keep, and will cause
Parent to keep, all assets useful and necessary in its business in good working
order and condition, ordinary wear and tear excepted; will maintain, and will
cause Parent to maintain (either in the name of the Company or in Parent’s own
name), with financially sound and reputable insurance companies, product
liability insurance and insurance on all their assets in at least such amounts
and against at least such risks as are usually insured against in the same
general area by companies of established repute engaged in the same or a similar
business; and will furnish to the Holder, upon reasonable written request, full
information as to the insurance carried.

         
4. Events of Default. The occurrence of any of the following
shall constitute an “Event of Default” under this Note and the
other Note Documents:

                   
(a) Failure to Pay. Company shall fail to pay when due: (i) the
principal or interest payment on the due date hereunder and such payment shall
not have been made within ten (10) days of Company’s receipt of Holder’s written
notice to Company of such failure to pay; or (ii) any other payment required
under the terms of this Note or any other Note Document on the date due and such
payment shall not have been made within ten (10) days of Company’s receipt of
Holder’s written notice to Company of such failure to pay.

                   
(b) Breaches of Representations, Warranties or Covenants. Company
shall fail to observe or perform any other material covenant, representation, or
warranty, obligation, condition or agreement contained in this Note or the other
Note Documents beyond any applicable notice or cure period relating thereto.

5




                   
(c) Voluntary Bankruptcy or Insolvency Proceedings. Company or
Parent shall: (i) apply for or consent to the appointment of a receiver,
trustee, liquidator or custodian of itself or of all or a substantial part of
its property; (ii) be unable, or admit in writing its inability, to pay its
debts generally as they mature; (iii) make a general assignment for the benefit
of its or any of its creditors; (iv) be dissolved or liquidated; (v) become
insolvent (as such term may be defined or interpreted under any applicable
statute); (vi) commence a voluntary case or other proceeding seeking
liquidation, reorganization or other relief with respect to itself or its debts
under any bankruptcy, insolvency or other similar law now or hereafter in effect
or consent to any such relief or to the appointment of or taking possession of
its property by any official in an involuntary case or other proceeding
commenced against it; or (vii) take any action for the purpose of effecting any
of the foregoing.

                   
(d) Involuntary Bankruptcy or Insolvency Proceedings. Proceedings
for the appointment of a receiver, trustee, liquidator or custodian of Company
or Parent of all or a substantial part of the property thereof, or an
involuntary case or other proceedings seeking liquidation, reorganization or
other relief with respect to Company or Parent or the debts thereof under any
bankruptcy, insolvency or other similar law now or hereafter in effect shall be
commenced and an order for relief entered or such proceeding shall not be
dismissed or discharged within sixty (60) days of commencement.

                   
(e) Default with Other Third Party Lenders. Company shall default on
any other material loan obligation with Company’s other third party lenders,
beyond any applicable notice and cure period; provided, however,
that any default that exists or might be declared as of the date of this Note by
Amalgamated Bank, Vineyard Bank or any other of Company’s other third party
lenders shall not cause or otherwise give rise to an Event of Default under this
Section 4(e).

                   
(f) Default with Toyota. Company shall default on Company’s
agreement with Toyota and provided that such default is not waived or cured
within the earlier of: (i) ten (10) business days of Company’s receipt of
Toyota’s written notice to Company declaring Company in default; or (ii) any
applicable notice and cure period under such agreement. 

         
5. Rights of Holder upon Default. Upon the occurrence or
existence of any Event of Default (other than an Event of Default referred to in
Section 4(c)) and at any time thereafter during the continuance of such Event of
Default, Holder may, by written notice to Company, declare all outstanding
Obligations payable by Company hereunder to be immediately due and payable
without presentment, demand, protest or any other notice of any kind, all of
which are hereby expressly waived, anything contained herein or in the other
Note Documents to the contrary notwithstanding. Upon the occurrence or existence
of any Event of Default described in Section 4(c), immediately and without
notice, all outstanding Obligations payable by Company hereunder shall
automatically become immediately due and payable, without presentment, demand,
protest or any other notice of any kind, all of which are hereby expressly
waived, anything contained herein or in the other Note Documents to the contrary
notwithstanding. Upon the occurrence or existence of any Event of Default
described in Sections 4(e) and 4(f), Holder may perform in Company’s name and on
Company’s behalf such acts or take such steps as are necessary to cure Company’s
default thereunder, and Company shall reimburse Holder on demand for any
expenses which Holder may incur in thus curing any such default. Upon the
occurrence or existence of and during the 

6




continuation of any event or circumstance that is, or with the
giving of notice or lapse of time, or both, would constitute an Event of
Default, Company shall pay to Holder a monthly late fee equal to one and
one-half percent (1.5%) of the sum of the outstanding principal balance and
accrued and unpaid interest on the Note, such late fee shall be paid in respect
of any month (or any part thereof) that such event or circumstance shall be
continuing. In addition to the foregoing remedies, upon the occurrence or
existence of any Event of Default, Holder may exercise any other right power or
remedy granted to it by the Note Documents or otherwise permitted to it by law,
either by suit in equity or by action at law, or both.

         
6. Successors and Assigns. The rights and obligations
of Company and Holder of this Note shall be binding upon and benefit the
successors, assigns, heirs, administrators and transferees of the parties.

         
7. Remedies, Characterizations, Other Obligations, Breaches and
Injunctive Relief.  The remedies provided in this Note shall be
cumulative and in addition to all other remedies available under this Note, at
law or in equity (including a decree of specific performance and/or other
injunctive relief), no remedy contained herein shall be deemed a waiver of
compliance with the provisions giving rise to such remedy and nothing herein
shall limit the Holder’s right to pursue actual damages for any failure by the
Company to comply with the terms of this Note. The Company covenants to the
Holder that there shall be no characterization concerning this instrument other
than as expressly provided herein. Amounts set forth or provided for herein with
respect to payments and the like (and the computation thereof) shall be the
amounts to be received by the Holder thereof and shall not, except as expressly
provided herein, be subject to any other obligation of the Company (or the
performance thereof). The Company acknowledges that a breach by it of its
obligations hereunder will cause irreparable harm to the Holder and that the
remedy at law for any such breach may be inadequate. The Company therefore
agrees that, in the event of any such breach or threatened breach, the Holder
shall be entitled, in addition to all other available remedies, to an injunction
restraining any breach, without the necessity of showing economic loss and
without any bond or other security being required.

         
8. Specific Shall Not Limit General. No specific provision
contained in this Note shall limit or modify any more general provision
contained herein.

         
9. Failure or Indulgence Not Waiver. No failure or delay on
the part of the Holder in the exercise of any power, right or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any such power, right or privilege preclude other or further
exercise thereof or of any other right, power or privilege.

         
10. Waiver and Amendment. Any provision of this Note
may be amended, waived or modified upon the written consent of Company and
Holder.

         
11. Payment of Collection, Enforcement and Other Costs. If
(a) this Note is placed in the hands of an attorney for collection or
enforcement or is collected or enforced through any legal proceeding; or (b) an
attorney is retained to represent the Holder in any bankruptcy, reorganization,
receivership of the Company or other proceedings affecting Company creditors’
rights and involving 

7




a claim under this Note, then the Company shall pay the costs
incurred by the Holder for such collection, enforcement or action, including
reasonable attorneys’ fees and disbursements.

         
12. Cancellation. After all principal and other amounts at
any time owed under this Note have been paid in full in accordance with the
terms hereof, this Note shall automatically be deemed canceled, shall be
surrendered to the Company for cancellation and shall not be reissued.

         
13. Waiver of Notice. To the extent permitted by law, the
Company and Parent each hereby waives demand, notice, protest and all other
demands and notices in connection with the delivery, acceptance, performance,
default or enforcement of this Note, the Guaranty, the Security Agreement, the
Note Purchase Agreement and the other Note Documents.

         
14. Notices. Any notice, request or other
communication required or permitted hereunder shall be in writing and shall be
deemed to have been duly given if personally delivered or mailed by registered
or certified mail, postage prepaid, or by recognized overnight courier or
personal delivery at the respective addresses of the parties as first set forth
above. Any party hereto may by notice so given change its address for future
notice hereunder. Notice shall conclusively be deemed to have been given when
received.

         
15. Governing Law; Jurisdiction. 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 California, without regard
to the conflicts of law provisions of the State of California, or of any other
state. Each party hereby irrevocably submits to the exclusive jurisdiction of
the state and federal courts sitting in the City and County of Los Angeles,
California for the adjudication of any dispute hereunder or in connection
herewith or with any transaction contemplated hereby or discussed herein, and
hereby irrevocably waives, and agrees not to assert in any suit, action or
proceeding, any claim that it is not personally subject to the jurisdiction of
any such court, that such suit, action or proceeding is brought in an
inconvenient forum or that the venue of such suit, action or proceeding is
improper. Nothing contained herein shall be deemed to limit in any way any right
to serve process in any manner permitted by law.

         
16. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO
HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A JURY IN ANY LEGAL PROCEEDING
ARISING OUT OR A RELATED TO THIS AGREEMENT, THE NOTE, AND THE SECURITY AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED THEREBY.

         
17. Payment Set Aside. To the extent that the Company makes a
payment or payments to the Holder hereunder or the Holder enforces or exercises
its rights hereunder, and such payment or payments or the proceeds of such
enforcement or exercise or any part thereof are subsequently invalidated,
declared to be fraudulent or preferential, set aside, recovered from, disgorged
by or are required to be refunded, repaid or otherwise restored to the Company,
by a trustee, receiver or any other person under any law (including any
bankruptcy law, U.S. state or federal law, common law or equitable cause of
action), then to the extent of any such restoration the obligation or part
thereof originally intended to be satisfied shall be revived and continued in
full force and effect as if such payment had not been made or such enforcement
or setoff had not occurred.

8




         
18. Interpretative Matters. Unless the context otherwise
requires, (a) each accounting term not otherwise defined in this Note has the
meaning assigned to it in accordance with GAAP, (b) words in the singular or
plural include the singular and plural and pronouns stated in either the
masculine, the feminine or neuter gender shall include the masculine, feminine
and neuter and (c) the use of the word “including” in this Note shall be
by way of example rather than limitation.

          IN
WITNESS WHEREOF, Company has caused this Note to be issued as of the
date first written above.

	 	EV RENTAL CARS,
      LLC 
	 	a California limited
      liability company 
	 	 	  
	 	 	  
	 	 	  
	 	By:	
	 	Name: 	William N. Plamondon 
	 	Title: 	CEO of EV Transportation, Inc., the sole 
	 	 	managing member of EV Rental Cars, LLC
  


9