CONVERTIBLE NOTE

Effective December 29, 2006, Hydrogen Power, Inc., a Delaware corporation (the “Company”) has adopted the following Indemnity Policy (the “Policy”) with respect to its existing and future members of its Board of Directors (collectively, the “Directors”).

WHEREAS, the Company does not have in place director and officer insurance with respect to its Directors; and

WHEREAS, in an effort to induce qualified persons to serve on Company’s Board of Directors (the “Board”), and in consideration of the services provided or to be provided by the Directors to the Company, the Company believes it in the best interests to adopt the following Policy to provide the Directors the indemnification rights set forth herein:

1.    Indemnification . Subject to the limitations set forth herein and in Section 5 hereof, the Company hereby agrees to indemnify the Directors as follows:

The Company shall, with respect to any Proceeding (as hereinafter defined) associated with a Director acting in his or her official capacity, indemnify the Director to the fullest extent permitted by applicable law, including without limitation Section 145 of the Delaware General Corporation Law (“DGCL”), and the Certificate of Incorporation of the Company in effect on the date hereof or as such law or Certificate of Incorporation may from time to time be amended (but, in the case of any such amendment, only to the extent such amendment permits the Company to provide broader indemnification rights than the law or Certificate of Incorporation permitted the Company to provide before such amendment). The right to indemnification conferred herein and in the Certificate of Incorporation shall be presumed to have been relied upon by each of the Directors in serving or continuing to serve the Company and shall be enforceable as a contract right. Without in any way diminishing the scope of the indemnification provided by this Section 1, the Company will indemnify each Director to the full extent permitted by law for anything done or not done by such Director in such capacity against Expenses (as hereinafter defined) and Liabilities (as hereinafter defined) actually and reasonably incurred by the Director or on his or behalf in connection with the investigation, defense, settlement or appeal of such Proceeding. In addition to, and not as a limitation of, the foregoing, the rights of indemnification of the Directors provided herein shall include those rights set forth in Section 7 below. Notwithstanding the foregoing, the Company shall be required to indemnify each Director in connection with a Proceeding commenced by such Director (other than a Proceeding commenced by such Director to enforce such Director’s rights under this Policy) only if the commencement of such Proceeding was authorized by the Board. Notwithstanding anything to the contrary contained herein, the Company shall have no obligation to indemnify the Directors to the extent such indemnification would not be permitted under Section 145 of the DGCL.

2.    Presumptions and Effect of Certain Proceedings . Upon making a request for indemnification, a Director shall be presumed to be entitled to indemnification under this Policy and the Company shall have the burden of proof to overcome that presumption in reaching any contrary determination. The termination of any Proceeding by judgment, order, settlement, arbitration award or conviction, or upon a plea of nolo contendere or its equivalent shall not affect this presumption or, except as determined by a judgment or other final adjudication adverse to a Director, establish a presumption with regard to any factual matter relevant to determining such Director’s rights to indemnification hereunder. If the person or persons so empowered to make a determination pursuant to Section 3 hereof shall have failed to make the requested determination within sixty (60) days after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or other disposition or partial disposition of any Proceeding or any other event that could enable the Company to determine the Director’s entitlement to indemnification, the requisite determination that Director is entitled to indemnification shall be deemed to have been made.

3.    Procedure for Determination of Entitlement to Indemnification .

(a)    Whenever a Director believes that he or she is entitled to indemnification pursuant to this Policy, such Director shall submit a written request for indemnification to the Company. Any request for indemnification shall include sufficient documentation or information reasonably available to such Director for the determination of entitlement to indemnification. In any event, the Director shall submit his or her claim for indemnification within a reasonable time, not to exceed one hundred eighty (180) days after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or final termination, whichever is the later date for which Indemnitee requests indemnification.

(b)    Independent Legal Counsel (as hereinafter defined) shall determine whether such Director is entitled to indemnification. Determination of such Director’s entitlement to indemnification shall be made not later than ninety (90) days after the Company’s receipt of written request for such indemnification, provided that any request for indemnification for Liabilities, other than amounts paid in settlement, shall have been made after a determination thereof in a Proceeding.

4.    Expense Advance . Notwithstanding anything in this Policy to the contrary, if requested by a Director in writing, the Company shall advance (within two (2) business days of such written request) any and all Expenses incurred by such Director (an “Advance”). In the event a determination pursuant to Section 3 hereof is subsequently made that a Director is not entitled to indemnification after an Advance is made, the Company shall be entitled to be reimbursed by such Director for all such amounts theretofore paid; subject to such Director’s rights hereunder, including without limitation pursuant to Section 7(a), to obtain a final adjudication of the Company’s indemnification obligations