**EXHIBIT
      10.52**




**SUBLICENSE
      AGREEMENT AND CONSENT**




The
      following Sublicense Agreement and Consent ("Agreement") is effective as of
      March 15, 2004
      ("Effective Date") between Global Hydrofuel Technologies Inc., a federal
      corporation ("GHTI Canada"), Hydrogen Power Inc., a Delaware corporation ("HPI")
      and the University of British Columbia, a corporation continued under the *University
      Act* of
      British Columbia ("UBC").




**WHEREAS,** under
      a
      License Agreement between UBC and GHTI Canada dated October 22, 2003 ("Principal
      License"), UBC granted to GHTI Canada an exclusive worldwide license to certain
      rights in the Technology (as defined in the Principal License), and GHTI Canada
      desires to sublicense certain marketing and distribution rights in the
      Technology to HPI.




**NOW
      THEREFORE,** in
      consideration of the foregoing and the mutual agreements hereinafter set forth
      and for other good and valuable consideration on the receipt and sufficiency
      of
      which are hereby acknowledged, the parties agree as follows:




**1.0
      GRANT OF LICENSE**




1.1  Subject
      to the terms of the Principal License, GHTI Canada grants to HPI, under GHTI's
      rights in the Technology, the following rights ("Sublicense"):




(a)
            exclusive
                rights to use the Technology and any UBC Improvements and tomarket,
                manufacture and distribute the Products in the United States, Mexico,
                Central and South America;




(b)
            non-exclusive
                rights to market and distribute the Products using the Technologyand
                any UBC Improvements in Canada; and




(c)
            non-exclusive
                right to use any trademarks, service marks or logos associated withthe
                Technology in the Territory that GHTI Canada is entitled to use
                ("Marks").




1.2  Subject
      to the terms of the Principal License, GHTI Canada grants to HPI the
      non-exclusive, non-transferable rights to develop, modify, enhance and improve
      the Technology.




1.3  HPI
      acknowledges and agrees that GHTI Canada has reserved all other rights including
      the rights to develop, enhance, market, facilitate, sublicense, install,
      maintain and support the Technology except as expressly granted to HPI in
      Section 1.1 for Canada (on a non-exclusive basis), the United States, Mexico,
      Central and South America (on an exclusive basis).




1.4  HPI
      acknowledges and agrees that developments, enhancements, modifications or
      improvements to the Technology developed, modified, enhanced or improved by
      HPI
      shall be owned by GHTI Canada or as otherwise provided under the Principal
      License.





1




**2.0
      RESPONSIBILITIES OF HPI**




2.1 HPI
      will,
      unless otherwise authorized by GHTI Canada in writing:




(a)
            comply
                in all respects with the Principal License, a true, correct and completecopy
                of which is attached to this Agreement and made a part of as Exhibit
                A;




(b)
            devote
                sufficient resources to carry out its obligations and to utilize
                its
                rightsunder
                this Agreement;




(c)
            promptly
                pay all sums due to GHTI Canada;




(d)
            grant
                GHTI Canada the right, at all reasonable times, to inspect its facilities,operations,
                books and records to ascertain compliance with this
                Agreement;




(e)
            where
                appropriate, use any notices or symbols required by local law to
                indicatethat
                the Marks are registered; and




(f)
            provide
                to GHTI Canada:




(i)
            annual
                financial statements and reports during the term of thisagreement
                (which need not be audited);




(ii)
            regulatory
                or other government reports filed by or related to the operations
                of
                HPI;




(iii)
            reports
                of any developments, modifications, enhancements or improvements
                to the
                Technology or other significant developments or untoward events;
                and




**(iv)**
            other
                data requested by GHTI Canada.




**3.0
      FEES**




3.1 In
      consideration of the license granted herein, HPI agrees to pay to GHTI Canada
      the fees as set
      forth on Exhibit B ("Fees"). HPI agrees that the Fees will not be subject to
      any
      reduction if any portion of the Technology or any rights pertaining thereto
      become unavailable for use in the Territory for any reason whatsoever during
      the
      term of this Agreement.




3.2 All
      payments made under this Agreement shall be made in U.S. Dollars.




3.3 The
      obligations of HPI hereunder to make payments in U.S. Dollars shall not
      be discharged or satisfied by any tender or recovery pursuant to any judgment
      expressed in or converted into any other currency (the "Other Currency") except
      to the extent that such tender or recovery results in the effective receipt
      by
      GHTI Canada of the full amount of Dollars payable when converted at the Rate
      of
      Exchange (as defined below) payable on the date of payment (or as soon
      thereafter as it is practicable for GHTI Canada to





2




purchase
      U.S. Dollars) under the terms of this Agreement, and HPI shall be obligated
      to
      indemnify GHTI Canada for any difference between such full amount and the amount
      effectively received by GHTI Canada pursuant to any such tender or recovery.
      The determination
      by GHTI Canada of amounts effectively received by it shall be prima
      facie correct.
      As used herein the term Rate of Exchange means the rate at which GHTI Canada is
      able
      on the relevant date to purchase U.S. Dollars with the Other Currency and shall
      include any premiums and costs of exchange payable in connection with the
      purchase of, or conversion into, U.S. Dollars.




3.4  All
      payments made by HPI under this Agreement shall be made free and clear of,
      and
      without deduction for or on account of, any present or future income, stamp
      or
      other taxes, levies, imposts, duties, charges, fees, deductions or withholdings,
      now or hereafter imposed, levied, collected, withheld or assessed by any
      governmental authority, excluding net income taxes or franchise taxes imposed
      on
      GHTI Canada as a result of a present or former connection between the
      jurisdiction of the governmental authority imposing such tax and GHTI Canada
      (other than any such connection arising solely from GHTI Canada having executed,
      delivered or performed its obligations or received a payment under, or enforced,
      this Agreement). If any such non-excluded taxes, levies, imposts, duties,
      charges, fees, deductions or withholdings ("Non-Excluded Taxes") are required
      to
      be withheld from any amounts payable to GHTI Canada hereunder, HPI shall pay
      such Non-Excluded Taxes to the appropriate taxing authority, and the amounts
      payable to GHTI Canada shall be increased to the extent necessary to yield
      to
      GHTI Canada (after payment of all Non-Excluded Taxes) interest or any such
      other
      amounts payable hereunder at the rates or in the amounts specified in this
      Agreement. Whenever any Non-Excluded Tax is payable by HPI as promptly as
      possible thereafter, HPI shall send to GHTI Canada a certified copy of an
      original official receipt showing payment thereof. If HPI fails to pay any
      Non-Excluded Taxes when due to the appropriate taxing authority, HPI shall
      indemnify GHTI Canada for any incremental taxes, interest or penalties that
      may
      become payable by GHTI Canada as a result of any such failure. This indemnity
      and agreement shall survive termination of this Agreement.




**4.0
      TERRITORY**




The
      "Territory" consists of Canada, the United States, Mexico, Central and South
      America.




**5.0
      ASSIGNMENT AND SUBLICENSING**




The
      Sublicense granted to HPI is and shall be personal to HPI and is not assignable
      by HPI, except
      that HPI may sub-license the right solely to manufacture the Product using
      the Technology
      and any UBC Improvements to a third party ("Third Party Manufacturer") and
      not
      for the purpose of reselling by the Third Party Manufacturer; provided the
      Third
      Party Manufacturer agrees to be bound by a written agreement including
      confidentiality and ownership provisions no less protective of the Products
      and
      the Technology than those provided in this Sublicense.





3




**6.0
      LIMITED WARRANTY AND DISCLAIMER OF WARRANTIES**




GHTI
      Canada represents and warrants that in respect of the Sublicense, GHTI Canada
      has granted HPI all the necessary rights. HPI acknowledges that except as
      expressly provided in this Section, GHTI Canada disclaims all warranties,
      representations and conditions of any nature regarding the Technology and the
      Marks, including any express or implied warranty that the Technology or the
      Marks may be used in the Territory or that the Technology or the Marks do not
      infringe the rights of any third party in the Territory.




**7.0** **INFRINGEMENTS**




HPI
      shall
      promptly notify GHTI Canada of any known or suspected acts of infringement,
      unfair competition or passing off which may occur in relation to the Technology
      or the Marks. HPI shall have no right to take any action to prevent any such
      infringement, unfair competition or passing off without the express, prior
      written consent of GHTI Canada. HPI agrees to render to GHTI Canada, free of
      charge, all reasonable assistance in connection with any matter pertaining
      to
      the protection of the Technology or Marks by GHTI Canada.




HPI
      shall
      not be entitled to require GHTI Canada to take any actions or institute any
      proceedings to prevent infringement, unfair competition or passing off by third
      parties.




**8.0
      LIABILITY INDEMNIFICATION**




HPI
      agrees to save, defend, indemnify and hold GHTI Canada harmless from and against
      all claims, damages, liabilities and costs of every kind, nature and description
      which may arise: (1) as a result of the activities of HPI's agents, subagents,
      employees, officers, directors, affiliates, joint venture partners, brokers,
      underwriters, and all others acting at their direction or under their control;
      and (2) as a result of HPI's use of the Technology or the Marks.




**9.0
      GOVERNMENT STANDARDS AND COMPLIANCE**




HPI
      agrees that it shall comply with all relevant laws, regulations and standards
      governing services to be rendered or performed in respect of the Technology
      or
      the Marks.




**10.0
      SUBLICENSE TERM**




Subject
      to Section 11, the term of the Sublicense shall commence on the Effective Date
      and be perpetual unless sooner terminated as provided in this
      Agreement.




**11.0
      TERMINATION**




11.1
      The
      provisions regarding termination of this Agreement contained in this paragraph
      are in addition to all other such provisions contained in this
      Agreement.




11.2
      In
      the event of (i) impending insolvency of HPI or (ii) such other reason as is
      determined in
      good
      faith by GHTI Canada to threaten immediate and irreparable harm to the integrity
      and reputation of GHTI Canada, the Technology or the Marks, GHTI Canada may
      terminate this Agreement immediately upon written notice to HPI.





4




11.3
      This
      Agreement shall automatically terminate simultaneously with any termination
      of
      the Principal License for any reason. In the event the Principal License
      terminates as a result of
      an
      acquisition of the Technology by GHTI pursuant to 14.3 of the Principal License then
      HPI
      is granted a license for the rights in respect of the Products, Technology
      and Marks
      on
      the same terms as this Sublicense.




11.4
      This
      Agreement may be terminated by GHTI Canada upon the occurrence of the following
      events: (1) a voluntary petition is filed by HPI seeking bankruptcy, reorganization,
      arrangement with creditors or other relief under bankruptcy laws or any other
      law governing insolvency or debtor relief, or (2) an involuntary petition or proceeding
      is filed against HPI seeking bankruptcy, reorganization, arrangement with creditors
      or other relief under bankruptcy laws or any other laws governing insolvency
      or
      debtor relief and such petition or proceeding is consented to or acquiesced
      in
      by HPI or is not dismissed within sixty (60) days of the date upon which it
      was
      filed, or (3) an order for
      relief is entered against HPI in any case under the bankruptcy laws of any
      country or HPI
      is
      adjudged bankrupt or insolvent by any court of competent jurisdiction, or (4)
      HPI makes
      a
      general assignment of its assets for the benefit of creditors, or (5) any
      regulatory agency
      assumes control of HPI or delinquency proceedings (voluntary or involuntary)
      are instituted,
      or (6) an action is instituted against HPI seeking its dissolution or
      liquidation of
      its
      assets or seeking the appointment of a trustee, interim trustee, receiver or
      other custodian for any of its property or business and such action is consented
      to or acquiesced in
      by HPI
      or is not dismissed within sixty (60) days of the date upon which it was instituted,
      or (7) a trustee, interim trustee, receiver or other custodian for any of HPI's property
      or business is appointed, or (8) HPI fails to pay all sums due GHTI Canada when
      due
      and shall not cure such failure within thirty (30) days of receiving written notice
      thereof, or (9) HPI is in material breach of any other provision of this
      Agreement and shall fail to cure such breach within thirty (30) days of
      receiving written notice thereof.




11.5
      If
      this Agreement is terminated all rights in and to the Technology shall revert
      to
      GHTI Canada (subject always to the terms of the Principal License), and HPI
      agrees that it will promptly discontinue all use of the Technology and the
      Marks.




**12.0
      TERMINATION PROCEDURE**




Should
      this Agreement or the Principal License be terminated or expire, HPI will
      cooperate in and
      facilitate the sale and transfer at fair market value to any replacement
      sublicensee, or replacement
      licensee of GHTI Canada, of all non-confidential and non-proprietary information concerning
      acting as the sublicensee including but not limited to information on and its
      rights to networks, distribution channels, vendors, employees, leases, systems,
      and real and personal property relevant to carrying on the business. Any
      disputes as to "fair market value" shall be resolved through the Mandatory
      Dispute Resolution procedure identified in Section 13.0 of this
      Agreement.







5




**13.0
      DISPUTE RESOLUTION**




Any
      and
      all disputes arising out of, under, or in connection with this Agreement,
      including without limitation the validity, interpretation, performance and
      breach thereof, shall be settled by arbitration in New York, New York, United
      States of America, in accordance with the International Arbitration Rules of
      the
      American Arbitration Association in force at the time arbitration is demanded.
      Such arbitration shall be conducted before a single arbitrator, and the award
      rendered by the arbitrator shall be binding upon the parties. The arbitrator
      shall have full authority to allocate and award all costs of arbitration
      including reasonable attorneys' fees plus legal interest on any award rendered.
      Judgment upon any award rendered may be entered in any court having jurisdiction
      thereof.




**14.0
      NOTICES**




Except
      as
      otherwise expressly provided herein, all notices, requests, demands or other
      communications to or upon the respective parties shall be in writing, sent
      by
      courier or express mail service, or by facsimile transmission (promptly
      confirmed by hard copy sent by courier or express
      mail service) or telex and, unless otherwise expressly provided herein, shall
      be
      deemed to
      have
      been given or made when delivered by hand, or five business days after being
      deposited in the mail, postage prepaid, or, in the case of notice by facsimile,
      upon confirmation by the sender of receipt, or, in the case of telex notice,
      when sent, answerback received, addressed to such party, at its address shown
      below or at such other address as such party may hereafter notify to
      the
      other. Any communication with respect to a change of address shall be deemed
      to
      be given
      or
      made when received by the party to whom such communication was
      sent.




If
                    to Global Hydrofuel Technologies, Inc.:
                
                If
                    to UBC:Suite
                    1105 - 13700 Mayfield Place
                  Richmond,
                    British Columbia
                  V6V
                    2E4
                  
                  Attention:
                    James Matkin
                  
                  Tel.:
                    (604) 688-0044
                  Fax.:
                    (604) 684-2439
                
                The
                    Director
                  University
                    - Industry Liaison Office
                  University
                    of British Columbia
                  #103
                    - 6190 Agronomy Road
                  Vancouver,
                    British Columbia
                  V6T
                    1Z3
                  
                  Tel.:
                    (604) 822-8580
                  Fax:
                    (604) 822-8589If
                    to HPI:
                  
                  Hydrogen
                    Power Inc.
                  Suite
                    1010
                  1942
                    West Lake Ave
                  Metropolitan
                    Tower
                  Seattle,
                    Washington
                  98101
                  
                  Attention:
                    Ricky Gujral
   6


Tel.:
      (206) 940-2447


Fax.:
      (206) 728-2423




**15.0
      CONFIDENTIALITY**




In
      addition to its obligations under Section 10.1 of the Principal License with
      respect to confidentiality, HPI acknowledges that all confidential information
      of GHTI Canada imparted and
      to be
      imparted to HPI by GHTI Canada before or during the term of this Agreement,
      is secret,
      confidential and unique, and constitutes GHTI Canada's trade secrets and
      exclusive property, and that any use by HPI of any such trade secrets and
      property other than in strict accordance with the terms of this Agreement would
      be wrongful and would cause GHTI Canada irreparable injury. HPI shall file
      and
      store such information in a manner consistent with its confidential nature,
      and
      neither HPI nor any of its personnel or agents shall at any time disclose or
      divulge to any person, firm, corporation or other entity or use or suffer the
      use by any third party,
      for any purpose other than solely as permitted hereunder or required in
      accordance with the
      terms
      of this Agreement, directly or indirectly, for its own benefit or the benefit
      of
      any other entity, any such confidential information of GHTI Canada. Without
      limiting the foregoing, HPI acknowledges and agrees that it shall not become
      the
      owner of any right, title, license or other interest in or to any confidential
      information of GHTI Canada. HPI shall execute any and all documents and
      instruments requested by GHTI Canada, which GHTI Canada may deem necessary,
      proper or appropriate to accomplish or confirm the foregoing. HPI's commitment
      hereunder with respect to confidential information shall not extend to any
      part
      of such confidential information which: (a) was known by HPI prior to its first
      being disclosed by GHTI Canada through no wrongful act of HPI or any other
      entity, (b) was generally known or available to the public prior to its
      disclosure by GHTI Canada other than as a result of a wrongful act of HPI or
      any
      other entity, or (c) becomes generally known or available to the public
      subsequent to disclosure by GHTI Canada through no wrongful act of HPI or any
      other entity.




**16.0
      GENERAL**




16.1
      This
      Agreement including any addenda contain the complete understanding of the
      parties in
      relation to the subject matter hereof. Neither this Agreement nor any addenda
      may be amended except by means of a writing executed by both parties
      hereto.




16.2
      The
      headings in this Agreement have been provided for the convenience of the parties and
      shall
      not have any effect on the interpretation of this Agreement.




16.3
      This
      Agreement shall be interpreted in accordance with and governed by the laws
      of
      the State of New York, United States of America, without reference to its choice
      of law principles.




16.4
      If
      any of the terms of this Agreement are held to be unlawful or unenforceable
      by a
      court or
      any
      other body or authority of competent jurisdiction such a finding shall in no
      way
      affect the remaining obligations of the parties hereunder and the court may
      substitute a lawful or enforceable term or condition for any unlawful or
      unenforceable term or





7




condition
      so long as the effect of such a substitution is to provide the parties with
      the
      benefits of this Agreement.




16.5
      No
      waiver by either party of any breach of any provision of this Agreement shall
      be
      construed to be a waiver of any preceding or subsequent breach of the same
      or a
      different provisions hereof.




16.6
      At
      the request of GHTI Canada from time to time, HPI shall assist GHTI Canada
      as
      may be
      necessary (including by executing any necessary documents) in executing any
      instruments or documents and subsequently in recording HPI or GHTI Canada (as
      requested by GMTI Canada) as owner, licensee or registered user of the
      Technology or the Marks (including such applications or filings for registration
      of the Technology or Marks as mature into registrations during the period of
      this Agreement). HPI hereby agrees that, at the request of GHTI Canada, any
      such
      registrations, or filings or applications in respect of the Technology or the
      Marks entries information will be transferred or assigned to GHTI Canada (or
      assignee) on termination of this Agreement, for whatever reason, and that it
      will assist GHTI Canada so far as may be necessary to achieve such transfer
      or
      assignment including executing any necessary documents.




16.7
      Nothing contained in this Agreement shall be construed as creating a joint
      venture, partnership, agency or employment relationship between GHTI Canada
      and
      HPI.




16.8
      Terms not otherwise defined herein shall have the meanings set forth in the
      Principal License.




**17.0
      UBC AS A PARTY AND FEE CALCULATION UNDER THE PRINCIPAL
      LICENSE**




17.1
      UBC
      is a party to this Agreement for the following purposes:




(a)
            acknowledging
                notice of the Sublicense and the proposal of the Sublicensee tocarry
                on business in the Territory;




(b)
            consenting
                to the grant of the Sublicense to HPI as required by Section 4 of
                thePrincipal
                License;




(c)
            if
                UBC registers a financing statement as contemplated in Section 4.3
                of thePrincipal
                License in Delaware or Washington, UBC will notify
                GHTI;




(d)
            acknowledging
                and agreeing that for the purposes of interpreting and calculating
                the
                royalties and fees payable by GHTI Canada to UBC under Section 5.0
                of the
                Principal License (the "Royalty Payable")
                that:




I.
            the
                defined term "Licensee" in the Principal License shall be deemed
                to
                include both "GHTI Canada" and
                "HPI";




II.
            inter-company
                payments and transfers between GHTI Canada and HPI are excluded from
                any
                such calculation of the Royalty Payable;
                and





8




III.
              for
                  greater certainty, when determining if certain royalties, fees
                  or other
                  consideration are "Revenue" or "Sublicensing Revenue" when received
                  by
                  HPI, if HPI receives royalties, fees or other consideration (the
                  "HPI
                  Fees") that if received by GHTI would constitute "Revenue", "Improvement
                  Revenue" or "Licensee Revenue", the HPI Fees shall be "Revenue",
                  "Improvement Revenue" or "Licensee Revenue", under the terms of
                  the
                  Principal License, as
                  applicable;




(e)
            acknowledging
                that for the purpose of interpreting Section 11.4 in the Principal
                License
                the defined term "Licensee" shall be deemed to include both "GHTI
                Canada"
                and "HPI".




17.2
      Section 5.13 is added to the Principal License as follows:




"5.13  "Any
      issuance of additional shares in HPI that results in a dilution of GHTI's
      ownership in HPI (the "Additional Shares") shall be treated as
      if it
      were an issuance of additional shares in GHTI and a dilution to
      the
      existing shareholders' interest in GHTI for the purposes of the calculations
      in Sections 5.11 and 5.12 (including, for the avoidance of
      doubt,
      that the amount of any financings in HPI shall be included in
      the
      determination of whether the $400,000 and $2,000,000 amounts
      have been achieved in Section 5.12). In the event that HPI issues Additional
      Shares then the percentage dilution of UBC and the Investigators in GHTI shall
      be deemed to be equal to the difference between 100% and the percentage
      ownership of HPI by GHTI post-issuance of new shares in HPI. For example, if
      HPI
      issues Additional Shares representing 20% of the outstanding shares to persons
      other than GHTI then the dilution percentage is 20% (i.e., 100% - GHTI's
      percentage ownership post issuance of 80%=20%) and the UBC/Investigator
      GHTI shares will be deemed to be diluted by 20%."




17.3
      HPI
      will obtain insurance in accordance with Section 13 of the Principal License,
      as
      if Sublicense were the Licensee (as defined in the Principal
      License).




17.4
      HPI
      agrees to comply with the terms of Section 8.4 of the Principal License as
      if it
      were the
      "Licensee".




17.5
      HPI
      agrees to indemnify, hold harmless and defend UBC in accordance with Section
      9.1 of
      the
      Principal License, as if HPI were the "Licensee".




17.6
      GHTI
      Canada, HPI and UBC each agree and acknowledge that UBC is only a party to this
      Agreement for the purposes of this 17.0, and for no other purpose, right or
      obligation.




9






SIGNED
                  FOR AND ON BEHALF of**THE**
                **UNIVERSITY
                  OF BRITISH COLUMBIA**by
                its
                  authorized signatory:/s/
                  David P. Jones
                Authorized
                  Signatory
              David
                  P. Jones
                Associate
                  Director
                University-Industry
                  LiaisonFeb
                  27/04
                Authorized
                  Signatory




SIGNED
                  FOR AND ON BEHALF of**GLOBAL
                  HYDROFUEL TECHNOLOGIES INC.**by
                  its
                authorized
                  signatory:/s/
                  James Matkin
                Authorized
                  Signatory




SIGNED
                  FOR AND ON BEHALF of**HYDROGEN
                  POWER INC.**by
                  its authorized
                signatory:/s/
                  Ricky Gujral
                Authorized
                  Signatory


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