SECURED CONVERTIBLE PROMISSORY NOTE

EXHIBIT 10.5

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE RESOLD OR HYPOTHECATED BY THE HOLDER UNLESS SUCH TRANSFER COMPLIES WITH AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SAID ACT. ACCEPTANCE OF THIS NOTE CONSTITUTES THE HOLDER’S REPRESENTATION THAT THE HOLDER TAKES THIS NOTE FOR INVESTMENT AND NOT WITH A VIEW TO RESALE OR DISTRIBUTION.

Note No. ___

SECURED CONVERTIBLE
PROMISSORY NOTE

		Orange County, California
Original Principal Amount: U.S. $		Issuance Date:

For value received, PACIFIC FUEL CELL CORP., a Nevada corporation (the “Maker”), hereby unconditionally promises to pay to the order of George Suzuki, an individual (the “Holder”) the principle sum of                                           ($                      ), with interest from the date hereof at the rate of ten percent (10%) per annum on the then outstanding principal balance. The outstanding principal balance, together with all accrued but unpaid interest shall all be due and payable in full on or before 4:00 p.m., California time, on                                           (the “Maturity Date”), unless otherwise accelerated due to the occurrence of an Event of Default, Change of Control or Qualified Equity Financing.

1.  Payments . Principal and interest shall be payable in lawful money of the United States of America, by wire transfer to a bank account designated by the Holder or by bank check delivered to the Holder at such place as the Holder may designate from time to time in writing to the Maker. Interest will be calculated based on the actual number of days that principal is remaining over a year of 365 days. Unpaid interest and charges shall be compounded annually and added to principal. On the Maturity Date all outstanding principal and accrued but unpaid interest shall be due and payable in full.

2.  Security Interest . Maker hereby transfers, assigns and grants to Holder, as security for the payment and performance of the Maker under this Note, a continuing, first priority, perfected security interest in and to all of Maker’s assets and property, excluding real property, now owned or hereafter acquired (the “Collateral”). Maker represents and warrants to Holder that Maker owns all right, title and interest in the Collateral free and clear of all adverse claims or encumbrances. Holder shall have all rights and remedies of a secured party under the California Uniform Commercial Code. In addition, Holder may exercise any and all other rights and remedies Holder has at law, in equity or otherwise. All remedies are cumulative. No single or partial exercise of Holder of any right hereunder shall preclude any other or further exercise thereof or the exercise of any other right.

3.  Power of Attorney . Maker hereby irrevocably constitutes and appoints Holder as Maker’s attorney-in-fact, with full power of substitution, to execute any financing statements, agreements, documents and instruments to perfect the Holder’s security interest in the Collateral and to transfer any or all of the Collateral in the event of foreclosure thereon, with the power to endorse Maker’s name on all applications, documents, papers and instruments deemed necessary or appropriate, in Holder’s discretion, for the Holder to assign, pledge, convey or otherwise transfer title in or dispose of the Collateral. This power of attorney shall be irrevocable and in full force and effect until this Note is paid and satisfied in full.

4.  Waivers . Maker hereby waives diligence, presentment for payment, demand, protest, notice of nonpayment, notice of dishonor, notice of protest, and any and all other notices and demands whatsoever. Maker agrees to remain bound until the entire principal balance is paid in full, notwithstanding any extensions or renewals granted with respect to this Note or the release of any party liable hereunder. Maker and any and all endorsers hereof, also waive the right to plead any and all statutes of limitations as a defense to any demand on this Note or any and all obligations or liabilities arising out of or in connection with this Note, to the fullest extent permitted by law.

5.  Default . If any of the following events (each hereinafter called individually an “Event of Default”) shall occur:

(a) If Maker shall default in the payment of any amount on this Note when the same shall become due and payable, whether at maturity or by acceleration or otherwise, or otherwise default under this Note; or

(b) If Maker shall make an assignment for the benefit of creditors; or

(c) If Maker shall file a voluntary petition in bankruptcy, or shall be adjudicated a bankrupt or insolvent under the present or any future Federal Bankruptcy Act or other applicable federal, state or other statute, law or regulation;

then, and in each and every such case, the Holder of this Note may by notice in writing to the Maker declare all amounts under this Note to be forthwith due and payable (except that, in the case of an Event of Default under either Section 5(b) or Section 5(c), this Note shall become immediately due and payable without notice) and thereupon the balance shall become so due and payable, without presentation, protest or further demand or notice of any kind, all of which are hereby expressly waived. The Maker shall give promptly a written notice to Holder of the occurrence or the approval by the Maker of any and all of the foregoing events. In addition, upon an Event of Default, Holder may exercise any and all other rights and remedies Holder has at law, in equity or otherwise. All remedies are cumulative. No single or partial exercise of Holder of any right hereunder shall preclude any other or further exercise thereof or the exercise of any other right.

6.  Change of Control . If any of the following events (each hereinafter called individually a “Change of Control”) shall occur:

(a) the acquisition (other than from the Company) by any person, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), other than the Company, a subsidiary of the Company or any employee benefit plan or plans sponsored by the Company or any subsidiary of the Company, directly or indirectly, of beneficial ownership (within the meaning of Exchange Act Rule 13d-3) of thirty-three percent (33%) or more of the then outstanding shares of common stock of the Company or voting securities representing thirty-three percent (33%) or more of the combined voting power of the Company’s then outstanding voting securities ordinarily entitled to vote in the election of directors unless the Incumbent Board (defined below), before such acquisition or within thirty (30) days thereafter, deems such acquisition not to be a Change of Control; or

(b) individuals who, as of the Issuance Date of this Note, constitute the Board (as of such date, “Incumbent Board”) ceasing for any reason to constitute at least a majority of such Board; provided, however, that any person becoming a director subsequent to the date of this Agreement whose election, or nomination for election by the shareholders of the Company, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be for purposes of this Agreement, considered as though such person were a member of the Incumbent Board but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or t