**EXHIBIT
      10.54**





EMPLOYMENT
      AGREEMENT





AGREEMENT
      made this 1st day of July, 2004. by and between Hydrogen Power
      Inc., a corporation formed under the laws of the State of Delaware (the
“Company”) and Ricky Gujral (the “Executive”)





WITNESSETH:





WHEREAS,
      the Company wishes to employ the Executive and the Executive wishes
      to
      accept such. Employment, and each desires to enter into an agreement to provide
      for the terms and conditions of such employment set forth herein;





NOW,
      THEREFORE, in consideration of the premises and other good
      and
      valuable consideration, receipt of which is hereby acknowledged, the parties
      hereto agree as follows:





1.
            Employment





The
      Company agrees to employ the Executive during the Term specified in section
      2, and the Executive agrees to accept such employment, upon the terms and conditions
      hereinafter set forth.




2.
      Term




(a)
          The
          Executive’s employment under this Agreement shall continue until terminated
          pursuant to the provisions set out in Article 5 of the Agreement.
          The effective date of the termination of the Executive's employment with the
          Company, regardless
          of the reason therefor, is referred to in this Agreement as the “Date of Termination”.





(b)
      Upon
      termination of the employment of ** the
      Executive with the Company on or after Expiration Date, the Company shall pay
      the Executive, subject to appropriate offsets, as permitted by applicable law,
      for debts or money due to the Company (collectively, “Offsets”), any earned but
      unpaid salary and bonus composition,
      and any unused Personal Time Off (“PTO”) days accrued under Company policy,
      only through or as of, the Date of Termination. Any benefits to which the
      Executive or his beneficiaries may be entitled may
      be e ntitled
      to under the plans and programs described in section 4(b) below, or any other applicable plans and programs.
      In
      addition, the Company shall continue to pay the Executive his rate of base
      salary compensation then in effect for a period of six months. Except
      as
      provided in this section 2(b), in connection with the Executive’s termination
      of ** employment
      pursuant to section 2(a), the Company shall have no further
      liability to the Executive or the Executive’s heirs, beneficiaries or estate
      for  damages,
      compensation, benefits, severance, indemnities or other amount of whatever









nature.





3.  Duties
      and Responsibilities





(a)
      During the Term, the Executive shall have the position of Chief Executive Officer
      or such other title as may be agreed between the Executive and the Company. The
      Executive shall perform such duties and responsibilities as may be assigned him
      from
      time to time consistence with his position, and in the absence of
      such **** assignment,
      such duties as are customary and commensurate with such position. The Executive
      further agrees, if elected or appointed, to accept appointment or ** election, and
      to
      serve during all or any part of the Term as a director of the Company and as
      an officer
      or director of any subsidiary of the Company, without any additional
      compensation therefor.





(b)
      The
      Executive's employment by the Company shall be full time, and during the Term,
      the Executive agrees that he will (i) devote substantially all of his business
      time and attention, his best efforts, and all his skill and ability
      to **** promote
      the interests of
      the
      Company and its affiliates; (ii) carry out his duties in a competent and professional
      manner; (iii) work with other employees of the Company and its affiliates
      in a competent and professional manner; and (iv) generally promote the: interests
      of the Company and its affiliates. Notwithstanding the foregoing, the Executive shall
      be
      permitted to engage in civic or charitable activities and manages his personal
      investments, provided that such activities (individually or collectively) do not
      materially interfere with the performance of his duties or responsibilities
      under this
      Agreement.




4. Compensation





(a)
      As
      compensation for his service hereunder, the Company shall pay the


Executive,
      in accordance with its normal **** payroll
      practices, base salary compensation at an
      annual rate not less than US$150,000.





(b) E xe c utive shall participate in the
      Company's Cash Incentive Plan, subject to the terms  and
      conditions of such Plan
      as
      in effect from time to time. For purposes of the
      Cash
      Incentive Plan, Executive's target bonus for the year ending July 1st, 2005 shall
      be
      37.5% of base salary for such year. Executive’s target bonus for each year the
      Term,
      if any, beginning after December 31, 2005 shall be 75% of base salary for such
      year or
      such
      other percentage
      as is established by the
      Bo ard
      of
      Directors of the Company (the
      “Board”) for the Chief Executive Officer of the Company generally. For purposes of determining Executive’s bonus
      under the Comp any’s Cash
      Incentive Plan, the standard
      procedures of the Company’s Cash Incentive Plan as in effect at the relevant time
      shall be used.





(c)
      As of
      the first day of the Term, the Executive shall be eligible to participate under
      the
      Hydrogen Power Inc. Stock Incentive Plan (the “Stock Incentive Plan”) to purchase
      such number of shares as agreed by the Board of Directors. The
      exercise








price
      of
      such Options shall he the price determined the Board of Directors as determined
      in accordance with the terms of the Stock Incentive Plan.





5.  Termination





(a)
      This
      Agreement may he terminated by the Executive at any time by providing 30 days
      written notice to the Company. This Agreement may be terminated by the Company
      if the Executive com mits a
      material breach of a provision of this Agreement by providing not less than 90 days written notice to the Executive. The Executive
      is to be compensated in full under all material sections of this Agreement





6.
      This
      Agreement shall enure to the benefit of and be binding upon the Company and
      the
      Executive and their successors and assigns. Furthermore, the terms of this Agreement
      shall remain in effect in the event any change in the management or representation
      of the Company’s Board of Directors, change of control, or
      otherwise.





EXECUTED
      as of the 1st of July 2004:











HYDROGEN
                POWER, INC.
            
            ExecutiveBy:/s/
                James Matkin
            
            /s/
                Ricky GujralIts:By:/s/
                John MartinIts:Director