Exhibit 10.3

THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO SALE OR DISPOSITION MAY BE EFFECTED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN EXEMPTION THEREFROM.

FORM OF SECURED CONVERTIBLE PROMISSORY NOTE

For value received DayStar Technologies, Inc. , a Delaware corporation ( “Payor” ) , promises to pay to TD Waterhouse RRSP Account 240832S, in trust for Peter Alan Lacey as beneficiary (the “Lacey RRSP Account” ), or its assigns, the principal sum of US$2,000,000 on the terms set forth below. Interest on the outstanding principal amount shall accrue at the rate of 8% per annum. Interest shall commence on the date hereof and shall continue on the outstanding principal until paid in full. Interest shall be computed on the basis of a year of 365 days for the actual number of days elapsed.

This secured convertible promissory note (this “Note” ) is issued pursuant to the terms of that certain Purchase Agreement (the “Agreement” ) dated as of September 18, 2009 between Payor and Holder. This Note shall be secured by Payor’s pledge to Holder of Payor’s assets as set forth on Exhibit A to that certain Security Agreement by and between Payor and Holder dated on or about September 21, 2009 and incorporated herein by reference (the “Security Agreement” ).

1. Definitions . The following terms shall have the meanings herein specified:

“Capital Stock” means any of the current or future authorized class or series of capital stock of Payor.

“Common Stock” means authorized Common Stock, $.01 par value, of Payor, and shall include any other class or series of capital stock of Payor that is not limited to a fixed sum in respect of the rights of the holder thereof to participate in the liquidation or winding up of Payor.

“Conversion Notice” shall have the meaning set forth in Section 2(a).

“Conversion Price” shall mean the per share price(s) at which some or all of the outstanding principal amount plus all accrued interest thereon is converted or convertible pursuant to Section 2(a), and in all cases as adjusted pursuant to Section 2(d).

“Conversion Shares” means the shares of Common Stock, or such other shares of Capital Stock, issuable upon conversion of this Note.

“Event of Default” means an event specified in Section 4 hereof.

“Excluded Securities” means (i) securities issued as a result of any stock split, stock dividend or reclassification of Common Stock or Preferred Stock, distributable on a pro rata basis to all holders of Common Stock or Preferred Stock; (ii) securities issued pursuant to a stock option plan or deferred compensation plan approved by the Board of Directors of the Company; (v) securities issued by the Company upon the conversion or exercise of options, warrants, or convertible securities previously issued by the Company; or (iii) any securities issued to the Holder, EPOD Solar, Inc. ( “EPOD” ), any affiliate of the Holder or EPOD or any recipient of securities issued by the Company, as directed by the Holder or EPOD, as applicable, or any affiliate of the Holder or EPOD, as applicable.

“Future Issuance” shall have the meaning set forth in Section 2(a).

“Holder” means the Lacey RRSP Account, and each endorsee, pledgee, assignee, owner and holder of this Note, as such; and any consent, waiver or agreement in writing by the then Holder with respect to any matter or thing in connection with this Note, whether altering any provision hereof or otherwise, shall bind all subsequent Holders. Notwithstanding the foregoing, Payor may treat the registered holder of this Note as Holder for all purposes.

“Preferred Stock” means authorized Preferred Stock, $.01 par value, of Payor.

“Share Equivalents” means options, warrants, convertible preferred stock, convertible debt, or other securities convertible into or exercisable for shares of Capital Stock.

Words of one gender include the other gender; the singular includes the plural; and the plural includes the singular, unless the context otherwise requires.

2. Conversion of the Note .

a. Election to Convert . Common Stock . Holder may, at its option exercisable by written notice (the “Conversion Notice” ) to Payor at any time prior to payment in full hereof, elect to convert all or any part of the entire outstanding principal amount of this Note plus the accrued interest on the then outstanding balance (i) into shares of Common Stock at a conversion price equal to the lesser of (A) $0.60 per share or (B) if between the date hereof and such conversion, Payor issues or sells any shares of Capital Stock, other than Excluded Securities (a “Future Issuance” ), then into shares of Common Stock at a per share price equal to the lowest per share price at which any such shares are issued or sold in such Future Issuance (subject to adjustment in the event of any stock splits, stock dividends or other recapitalization of Common Stock subsequent to the date of such sale or issuance), or (ii) if between the date hereof and such conversion, there is a Future Issuance, then into shares of such class or series of Capital Stock issued or sold in such Future Issuance at a per share price equal to the lowest per share price at which any such shares are issued or sold in such Future Issuance (subject to adjustment in the event of any stock splits, stock dividends or other recapitalization of such class or series of Capital Stock subsequent to the date of such sale or issuance); provided that Holder will only be permitted to convert that portion of the outstanding principal amount of this Note plus the accrued interest on the then outstanding balance that will not result in the issuance of more than 3,333,333 shares of Common Stock (subject to adjustment in the event of any stock splits, stock dividends or other recapitalization of such class