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                                                                    Exhibit 10.7









                                SUPPLY AGREEMENT

                            MADE AS OF AUGUST 5, 1999

                                     BETWEEN

                            UCAR CARBON COMPANY INC.


                                       AND

                           BALLARD POWER SYSTEMS INC.















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                                SUPPLY AGREEMENT

THIS AGREEMENT is made the _____ day of _________, 1999

BETWEEN:

          UCAR CARBON COMPANY INC., a Delaware corporation having an office at
          3102 West End Avenue, Suite 1100, Nashville, Tennessee, 37203, USA

          ("UCAR CARBON")

AND:

         BALLARD POWER SYSTEMS INC., a company organized and existing under the
         laws of Canada, the main office of which is at 9000 Glenlyon Parkway,
         Burnaby, British Columbia, Canada V5J 5J9

         ("BPS")

WHEREAS:

A)    UCAR CARBON and BPS have entered into the Collaboration Agreement for the
development of Target Products;

(B)   BPS seeks an assured source of supply of the Materials in connection with
the development and manufacture of electrically conductive fuel cell separator
plates;

(C)   BPS wishes to purchase from UCAR CARBON, and UCAR CARBON wishes to supply
to BPS, the Materials, on the terms and subject to the conditions set forth in
this Agreement;

NOW THEREFORE the parties covenant and agree as follows:



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                                    PART 1

                         DEFINITIONS AND INTERPRETATION

DEFINITIONS

1.1   In this Agreement, including the recitals and schedules, except as
expressly provided or unless the context otherwise requires,

      AFFILIATE, in relation to a specified Person, means a Person that
      directly or indirectly controls, is under common control with, or is
      controlled by the specified Person, and for the purposes hereof, a Person
      will be deemed to CONTROL a corporation if

           (a)     securities of the corporation to which are attached more
           than 50% of the votes that may be cast to elect directors of the
           specified corporation or other rights to elect a majority of the
           directors are held, other than by way of security only, by or for
           the benefit of the Person, and

           (b)     the votes attached to those securities are sufficient, if
           exercised, to elect a majority of the directors of the corporation,

      BUSINESS DAY means a day that is not a Saturday, a Sunday or a British
      Columbia provincial, Canadian federal, United States national or
      Tennessee state, holiday,

      CHIEF EXECUTIVE OFFICER means, in the case of BPS, BPS's Chief Operating
      Officer and in the case of UCAR CARBON, UCAR CARBON's President,

      COLLABORATION has the meaning ascribed to it in the Collaboration
      Agreement,

      COLLABORATION AGREEMENT means the Collaboration Agreement between UCAR
      CARBON and BPS made May 3, 1999,

      COMMENCEMENT DATE means the date of execution of this Agreement,

      CONFIDENTIAL INFORMATION means, in relation to a Person, information
      known or used by such Person in connection with its business or
      technology, including, but not limited to, such Person's Intellectual
      Property, customer information, financial information, marketing
      information, and information as to business opportunities and research
      and development,

      DISCLOSING PARTY has the meaning ascribed to it in Section 6.1,

      EVENT OF DEFAULT in relation to a party means an event of default arising
      as a result of a party being subject to one or more of the following
      circumstances:

           (a)     an order is made or a resolution is passed or a petition is
           filed by such party for the liquidation, dissolution or winding-up
           of such party,


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           (b)     such party is in material breach of its obligations under
           Part 6,

           (c)     such party commits a material default in observing or
           performing any other material covenant, agreement or condition of
           this Agreement on its part to be observed or performed and, where
           such breach is curable, does not rectify or cure such breach within
           30 days after receipt of written notice from the other party to this
           Agreement specifying such breach;

           (d)     an execution, sequestration or any other process of any
           court becomes enforceable against such party or any distress or
           analogous process is levied upon any material part of the property,
           assets or undertaking of such party and any such process or distress
           is not stayed or otherwise suspended by a court of competent
           jurisdiction within 30 days and has, or could have, a material
           adverse effect on the business or condition, financial or otherwise,
           of such party;

           (e)     such party applies to be put in bankruptcy, takes any action
           that would permit its creditors to make an application to put such
           party in bankruptcy, is adjudged or declared bankrupt or makes an
           assignment for the benefit of creditors, consents to a proposal or
           similar action under any bankruptcy or insolvency legislation
           applicable to it, or commences any other proceedings relating to it
           under any reorganization, arrangement, readjustment of debt,
           dissolution or liquidation law or statute of any jurisdiction
           whether now or hereafter in effect, or consents to any such
           proceeding;

           (f)     a custodian, liquidator, receiver, receiver and manager,
           receiver-manager, trustee or any other person with similar powers is
           appointed for such party or in respect of any material property or
           assets or material part of the property or assets of such party and
           not discharged within 30 days after its appointment and before any
           action is taken by it in respect of such property or assets which
           will materially affect the rights of the parties to this Agreement
           thereto;

           (g)     a final, non-appealable, decision of any judicial,
           administrative, governmental or other authority or arbitrator is
           made which enjoins or restrains or renders illegal or unenforceable,
           the performance or observance by such party of any material term of
           this Agreement;

      EXCLUSIVE LICENSE means the exclusive license granted by UCAR to BPS
      under Section 2.9 of the Collaboration Agreement,

      FIRST YEAR MATERIALS FORECAST means BPS's preliminary forecast of its
      requirements for the Materials for the first Year of this Agreement as
      set forth in Schedule B,

      FIRST YEAR MATERIALS PRICING means the pricing of the Materials described
      in Schedule C based on and applicable to the First Year Materials
      Forecast,

      FORCE MAJEURE means an act of God, strike, lockout or other industrial
      disturbance, war, blockade, insurrection, riot, earthquake, typhoon,
      hurricane, flood, fire, explosion or other


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      similar occurrence beyond the reasonable control of a party which
      prevents such party from performing its obligations under the Agreement,

      INTELLECTUAL PROPERTY means in relation to a Person, each patent, patent
      application, industrial design, invention, design, trade secret, idea,
      work, methodology, technology, innovation, creation, concept, moral
      right, development drawing, research, analysis, know-how, experiment,
      copyright, data, formula, method, procedure, process, system or technique
      of such Person, but does not include trademarks or tradenames,

      LICENSE has the meaning ascribed to it in Section 5.1,

      MATERIALS means any one or more of treated graphite flakes, expanded
      graphite flakes and flexible graphite (commonly referred to as graphite
      sheet or foil) [text redacted] as well as such materials developed by UCAR
      CARBON before the Effective Date (as defined in the Collaboration
      Agreement), including, but not limited to the materials listed in Schedule
      A to the Collaboration Agreement,

      MUTUAL SECRECY AGREEMENT has the meaning ascribed to it in the
      Collaboration Agreement,

      NOTICE has the meaning ascribed to it in Section 9.4,

      PERSON means an individual, corporation, body corporate, firm, limited
      liability company, partnership, syndicate, joint venture, society,
      association, trust or unincorporated organization or trustee or other
      such legal representative,

      PEM FUEL CELL means a solid polymer fuel cell and includes a direct
      oxidation fuel cell,

      RECIPIENT has the meaning ascribed to it in Section 6.1,

      RECIPIENT'S AGENTS has the meaning ascribed to it in Section 6.1(a),

      SPECIFICATIONS means BPS's specifications for the Materials as set forth
      in Schedule A or such other specifications for the same as the parties
      may agree from time to time,

      SUPPLIER EVALUATION SYSTEM means at any particular time, BPS's then
      existing standard of evaluating supplier performance and product quality,
      the current criteria in respect of which is set forth in Schedule D,

      TARGET PRODUCT means an electrically conductive fuel cell separator plate
      developed pursuant to the Collaboration utilizing any of the Materials,

      TERMS AND CONDITIONS means the terms and conditions of purchase set forth
      in Section 3.1 as may be amended from time to time by the parties, and

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      YEAR means the period of 12 months commencing on the Commencement Date
      and where applicable, each consecutive period of 12 months thereafter
      during the term of this Agreement.

INTERPRETATION

1.2   In this Agreement, except as otherwise expressly provided or unless the
context otherwise requires,

      (a)  "this Agreement" means this Supply Agreement, including the
      Schedules hereto, as from time to time supplemented or amended by one or
      more agreements entered into pursuant to the applicable provisions
      hereof,

      (b)  the headings in this Agreement are inserted for convenience only and
      do not form a part of this Agreement and are not intended to interpret,
      define or limit the scope, extent or intent of this Agreement or any
      provision hereof,

      (c)  the word "including", when following any general statement or term,
      is not to be construed as limiting the general statement or term to the
      specific items or matters set forth or to similar items or matters, but
      rather as permitting the general statement or term to refer to all other
      items or matters that could reasonably fall within its broadest possible
      scope,

      (d)  all accounting terms not otherwise defined herein have the meanings
      assigned to them in accordance with Canadian generally accepted
      accounting principles applied on a consistent basis,

      (e)  except where otherwise specified, all references to currency mean
      currency of the United States of America,

      (f)  a reference to a statute includes all regulations made thereunder,
      all amendments to the statute or regulations in force from time to time,
      and any statute or regulation that supplements or supersedes such statute
      or regulations,

      (g)  a reference to an entity includes any successor to that entity,

      (h)  words importing the masculine gender include the feminine or neuter,
      words in the singular include the plural, words importing a corporate
      entity include individuals, and vice versa,

      (i)  a reference to "approval", "authorization" or "consent" means
      written approval, authorization or consent,

      (j)  a reference to a Part is to a Part of this Agreement and the symbol
      Section followed by a number or some combination of numbers and letters
      refers to the section, paragraph, subparagraph, clause or subclause of
      this Agreement so designated.


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SCHEDULES

1.3   The following are the schedules attached and incorporated in this
Agreement by reference and are deemed to form a part hereof:

<TABLE>
<S>                               <C>
              Schedule A             Materials Specifications
              Schedule B             First Year Products Forecast
              Schedule C             First Year Products Pricing
              Schedule D             Supplier Evaluation System Criteria
</TABLE>

                                    PART 2

                                SALE OF MATERIALS

MATERIALS SALE

2.1   During the term of this Agreement, BPS will purchase from UCAR CARBON,
and UCAR CARBON will sell to BPS, all of BPS's requirements of the Materials in
connection with the development and manufacture of electrically conductive fuel
cell separator plates. Notwithstanding the foregoing, BPS may acquire treated
graphite flakes, expanded graphite flakes and flexible graphite from sources
other than UCAR CARBON, but solely for benchmarking purposes. BPS's obligations
under this Section 2.1 are subject to BPS qualifying the Materials according to
the quality assurance procedures as defined in BPS's quality assurance manual
and UCAR CARBON being able, on a consistent basis, to meet BPS's requirements
as to pricing, delivery, quality and service in respect of the Materials from
time to time.

SUPPLIER EVALUATION SYSTEM

2.2   In evaluating whether or not UCAR CARBON is meeting BPS's requirements as
to pricing, delivery, quality and service, BPS will utilize its Supplier
Evaluation System. BPS will provide UCAR CARBON with, and train UCAR CARBON as
to its then current criteria in respect of, its Supplier Evaluation System. No
change to the Supplier Evaluation System will be effective as to UCAR CARBON
until the parties have agreed to such change. If UCAR CARBON is unable to meet
BPS's requirements as aforesaid or any agreed changes thereto within six months
after being requested to do [text redacted] so for such time as UCAR CARBON
remains in non-compliance and BPS may acquire the Materials from one or more
alternative sources without prejudice to its rights to continue acquiring the
Materials from UCAR CARBON under this Agreement. UCAR CARBON may revoke the
[text redacted] granted pursuant to this Section 2.2 at such time as it becomes
compliant under this section. Upon revocation of the [text redacted]




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MOST FAVOURED CUSTOMER

2.3   If after termination of the Exclusive Period as defined in Section 2.9 of
the Collaboration Agreement, UCAR CARBON sells or supplies or offers to sell or
supply to another Person a like quantity of like Materials under like
circumstances at a price or on other terms that are more favourable to such
Person than the price or other terms offered to BPS, UCAR CARBON will so inform
BPS promptly. [text redacted] Where applicable, the parties will make such
adjustments to payments or otherwise as may be necessary to fulfill the intent
of this Section 2.3.

FIRST YEAR FORECAST AND PRICING

2.4   During the first year of this Agreement BPS agrees to buy at a minimum
the quantities set out in BPS's First Year Materials Forecast as set forth in
Schedule B and UCAR CARBON agrees to sell Materials at the prices set forth in
UCAR CARBON'S First Year Materials Pricing as set forth in Schedule C. UCAR
CARBON's pricing and delivery schedule for the first year is subject to change
if BPS makes a material change in its First Year Materials Forecast.

FUTURE FORECASTS AND PRICING

2.5   Future forecasts, pricing and production for the Materials will be dealt
with as follows:

      (a)    commencing no later than 60 days before the expiry of the first
      year of this Agreement, and thereafter no later than the end of each
      quarter, BPS will provide UCAR CARBON with a rolling three-year forecast
      of its yearly requirements of the Materials from UCAR CARBON, which
      forecast will not be binding upon BPS;

      (b)    within 30 days after receipt of each Anniversary Forecast (being
      that three-year forecast that is provided for the quarter which begins on
      each one-year anniversary date of this Agreement, i.e. the first being
      produced at the end of the first year), UCAR CARBON will provide BPS in
      writing with its pricing of the quantity or volume of the Materials
      forecast as required by BPS for the first year of each Anniversary
      Forecast and account for minor variations from quantities forecast for
      such year together with a delivery schedule that reflects such forecast;

      (c)    no later than 30 days after receipt of UCAR CARBON's quote for
      such Materials, BPS will provide UCAR CARBON with a written binding
      commitment to purchase a specified quantity or volume of Materials during
      each first year of the Anniversary Forecast, which commitment may vary
      from the forecast given by BPS for such year ("Annual Commitment");

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      (d)    if the quantity, timing or volume of the Materials set out in the
      Annual Commitment is substantially different from the first year of BPS's
      Anniversary Forecast, UCAR CARBON will no longer be bound to its original
      price and delivery quote but must, within 30 days after receipt of such
      Annual Commitment, provide BPS with new quotes and delivery schedules
      that take into account such difference. The parties will make the
      appropriate adjustments to the pricing and delivery schedules to reflect
      the new quotes and delivery schedules; and

      (e)    in addition to the foregoing, UCAR CARBON will, from time to time
      at the request of BPS, provide BPS with firm fixed quotes governing
      volumes of Materials for such periods of time above and beyond the Annual
      Commitment as may, from time to time, be specified by BPS.

DELIVERY OF MATERIALS

2.6   Without derogating from its obligations to supply the Materials on a
timely basis, UCAR CARBON must achieve, in any eight-week period

      (a)    during the first three months after the date of execution of this
      Agreement, greater than an [text redacted] on-time delivery rate for the
      Materials with a variance from the agreed delivery date of such Materials
      during the period of no more than two days,

      (b)    subject to Section (c), after the first three months after the date
      of execution of this Agreement, greater than an [text redacted] on-time
      delivery rate for the Materials with a variance from the agreed delivery
      date of the Materials during such period of no more than two days, and

      (c)    after the first nine months after the date of execution of this
      Agreement, greater than an [text redacted] on-time delivery rate for the
      Materials with a variance from the agreed delivery date of the Materials
      of two days or such lesser period as is acceptable by competitive industry
      standards or as agreed to by the parties.

For the purposes hereof, in determining on-time delivery dates, Materials that
do not meet the agreed Specifications will be deemed not to have been
delivered.

LICENSE TO USE OF MATERIALS

2.7   Subject to Section 2.9 of the Collaboration Agreement, UCAR CARBON hereby
grants to BPS a perpetual, irrevocable, worldwide, non-exclusive, royalty-free
and paid-up right and license under UCAR CARBON's Intellectual Property rights
to use the Materials supplied by UCAR CARBON to BPS in connection with the
development, manufacture, use or sale of electrically conductive fuel cell
separator plates.

IMPROVEMENTS TO MATERIALS

2.8   If during the term of this Agreement but after the term of the
Collaboration, UCAR CARBON develops material or technology which is relevant
for the development or manufacture of electrically conductive fuel cell
separator plates, UCAR CARBON will, to the extent that it is


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not otherwise prohibited from disclosing the information, advise BPS of the new
developments, subject to the standards of confidentiality established in the
Mutual Secrecy Agreement. UCAR CARBON will, to the extent that it is not
otherwise prohibited from selling the materials or technology, offer to sell to
BPS the new materials or to grant to BPS a new license in respect of the new
technology, subject to the further agreement of the parties.

2.9   If during the term of this Agreement but after the term of the
Collaboration, BPS develops material or technology which is relevant for the
development or manufacture of flexible graphite materials, articles made
from/of flexible graphite materials (other than electrically conductive fuel
cell separator plates), or compositions which include flexible graphite
materials, BPS will, to the extent that it is not otherwise prohibited from
disclosing the information, advise UCAR CARBON of the new developments subject
to the standards of confidentiality established in the Mutual Secrecy
Agreement. BPS will, to the extent that it is not otherwise prohibited from
selling the new material or technology, offer to sell to UCAR CARBON the new
materials or to grant to UCAR CARBON a new license in respect of the new
technology, subject to further agreement of the parties.

                                    PART 3

                               CONDITIONS OF SALE

SALES/PURCHASE ORDER CONDITIONS

3.1   All sales of Materials and all purchase orders issued and acknowledged
under this Agreement will be subject to the Terms and Conditions set forth
below:

      (a)    ACCEPTANCE

      A purchase order is not binding on BPS until accepted by UCAR CARBON.
      Acceptance of a purchase order and all terms and conditions as set out in
      this Section 3.1 will take place when (i) BPS receives UCAR CARBON's
      acknowledgement by electronic mail, fax or other agreed form, or (ii)
      UCAR CARBON delivers to BPS the materials or items ordered, whichever is
      earlier.

      (b)    PRICE

      The price for the materials or items ordered will be paid by BPS in
      cleared funds to the bank nominated by UCAR CARBON within 30 days after
      the later of

             (a)       receipt by BPS of the ordered goods, and

             (b)       the date of the applicable invoice,

      such payment to be made by check, credit transfer or irrevocable
      confirmed letter of credit; provided that, subject to BPS's rights under
      Section 3.1(h) and in the purchase order, BPS will only be obligated to
      pay for materials or items that are actually received by it. In addition,
      to the purchase price, BPS will pay to UCAR CARBON the amount of all
      taxes, excises or other governmental charges (except taxes on or measured
      by income)


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      that UCAR CARBON may be required to pay with respect to the production,
      sale or transportation of any materials or items delivered to BPS under
      the purchase order.

      (c)    OVERSHIPMENTS, INSTALLMENTS

      BPS will pay only for the maximum quantities ordered. Overshipments will
      be held at UCAR CARBON's risk and expense for a reasonable time while
      awaiting shipping instructions from UCAR CARBON. Return shipping charges
      for excess quantities will be at UCAR CARBON's expense. Any provision
      herein for delivery of materials or items by installment will not be
      construed as rendering the obligations of UCAR CARBON severable and BPS
      will only be obliged to pay the price of the materials or items included
      in such installment after such installment is actually received by BPS.

      (d)    PACKING AND SHIPMENT

      Unless otherwise specified in the purchase order, if the price of the
      ordered materials or items is based on the weight thereof, such price
      must reflect the net weight of the materials or items ordered only, and
      no charges will be allowed for boxing, crating, handling damage, carting,
      drayage, storage or other packing requirements. Unless otherwise
      specified in the purchase order, all ordered materials or items must be
      securely packed in cartons, boxes or other containers, and marked and
      otherwise prepared for shipment in a manner which is

             (i)        in accordance with good commercial practice,

             (ii)       acceptable to common carriers for shipment at the
             lowest rate for the particular materials or items, and

             (iii)      adequate to ensure safe arrival of the ordered
             materials or items at the named destination.

      UCAR CARBON must mark all containers with necessary lifting, handling and
      shipping information, purchase order numbers, date of shipment and the
      names of the consignee and consignor, if applicable. An itemized
      packaging sheet must accompany each shipment. No partial or complete
      delivery will be permitted hereunder before the date or dates specified
      for delivery without BPS's prior written consent thereto. If the ordered
      materials or items are improperly delivered for shipment, any additional
      cost thereby incurred will be for the account of, and will be paid by,
      UCAR CARBON, and may be deducted by BPS from the payment of the price for
      such materials or items.

      (e)    DELIVERY

      Unless otherwise directed by BPS or specifically provided in the purchase
      order, the materials or items called for hereunder will be delivered on a
      FCA origin basis. The term "FCA" has the meaning ascribed thereto in, and
      is to be interpreted in accordance with, the Incoterms 1990 published by
      the International Chamber of Commerce. Notwithstanding the shipping terms
      contained in the purchase order, title to the materials


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      or items and risk will remain with UCAR CARBON and not pass to BPS until
      delivery to BPS's named destination for importation.

      (f)    WARRANTIES

      UCAR CARBON warrants, represents, covenants and agrees as follows:

             (i)      the materials or items supplied pursuant to the purchase
             order will

                      (A)   be in full compliance with BPS's Specifications,
                      blueprints, drawings and data,

                      (B)   be in conformity with samples approved by BPS,

                      (C)   not infringe any patent, copyright, trade secret,
                      mask work right, trademark or other intellectual property
                      right of any person covering the material or item itself
                      but UCAR CARBON does not warrant against infringement by
                      reason of the use of such material or item in combination
                      with other articles or material or in the practice of any
                      process other than a process for which such item has been
                      expressly manufactured by UCAR CARBON,

                      (D)   be so supplied, and BPS will have title thereto,
                      free and clear of all liens, charges, encumbrances and
                      security interests;

             (ii)     THERE ARE NO EXPRESS WARRANTIES BY UCAR CARBON OTHER THAN
             THOSE SPECIFIED IN THIS SECTION. NO WARRANTIES BY UCAR CARBON
             (OTHER THAN WARRANTY OF TITLE AS PROVIDED BY THE UNIFORM
             COMMERCIAL CODE) SHALL BE IMPLIED OR OTHERWISE CREATED AT LAW OR
             IN EQUITY, INCLUDING, BUT NOT LIMITED TO, WARRANTY OF
             MERCHANTABILITY AND WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.
             Without limiting the generality of the foregoing, BPS assumes all
             risk and liability for the results obtained by the use of any
             products delivered hereunder in combination with other articles or
             material or in the practice of any process other than a process
             for which such item has been expressly manufactured by UCAR
             CARBON.

             (iii)    BPS's receipt of any products delivered hereunder shall
             be an unqualified acceptance of, and a waiver by BPS of any and
             all claims (including claims arising under the warranties
             specified in this Section 3.1(f)) with respect to, such products
             unless BPS gives UCAR CARBON notice of claim within 150 days after
             such receipt or within ten days after BPS shall have received
             written notice of any claim of infringement covered by clause (i)
             above,

             (iv)     if any materials or items delivered hereunder do not meet
             the warranties specified herein, BPS may, at its option


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                      (A)   require the UCAR CARBON to correct, at no cost to
                      BPS, any defective or non-conforming materials or items
                      by repair or replacement, or

                      (B)   return such defective or non-conforming materials
                      or items at UCAR CARBON's expense to the UCAR CARBON and
                      recover from the UCAR CARBON the purchase order price
                      thereof, or

                      (C)   correct the defective or non-conforming materials
                      or items itself and charge UCAR CARBON with the cost of
                      such correction.

             The foregoing remedies are exclusive to BPS.

             (v)      No waiver by BPS of any drawing or specification
             requirement for one or more of the materials or items ordered will
             constitute a waiver of such requirements for the remaining
             materials or items to be delivered hereunder, unless specified by
             BPS in writing. The provisions of this Section 3.1(f) will not
             limit or affect the rights of BPS under Section 3.1(h).

      (g)    INVOICES

      Each invoice issued as a result of the purchase order must

             (i)        be rendered separately for each delivery,

             (ii)       not cover more than one purchase order,

             (iii)      contain the purchase order number under which it is
             issued, and

             (iv)       be rendered to the proper Accounts Payable Department
             of BPS as set forth in the purchase order.

             Invoice payment terms will be calculated from the date the invoice
             is received by the proper Accounts Payable Department of BPS by
             electronic mail, fax or other agreed form.

      (h)    INSPECTION

      Materials or items purchased pursuant to the purchase order are subject
      to BPS's inspection and approval at any place BPS may reasonably
      designate. BPS may, without liability hereunder or otherwise and without
      prejudice to any other rights or remedies available to it, reject and
      refuse acceptance of any materials or items, which do not conform in all
      respects to

             (i)      any instructions contained in the purchase order,

             (ii)     BPS's Specifications, drawings, blueprints and data, or

             (iii)    UCAR CARBON's warranties.


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      With respect to any materials or items which do not so conform, BPS may,
      in BPS's sole discretion, hold such materials or items for UCAR CARBON's
      inspection at UCAR CARBON's risk upon notification to UCAR CARBON, or
      return such materials or items to UCAR CARBON at UCAR CARBON's expense.
      BPS's rejection of any materials or items subject to the purchase order
      will be without prejudice to its rights to require UCAR CARBON to perform
      its obligations in respect of the balance of the purchase order. Payment
      for any item will not be deemed to be an acceptance thereof.

      (i)    CHANGES

      BPS may, with reasonable notice to UCAR CARBON, at any time change

             (i)      the Specifications, drawings, blue prints and data
             concerning the ordered materials or items where such materials or
             items are to be specifically manufactured for BPS,

             (ii)     the method of packaging, packing or shipment of the
             ordered materials or items, and

             (iii)    the place and/or time of delivery of such materials or
             items.

      If any such change causes an increase or decrease in the cost (including
      any unusable work in progress) or the time required for the delivery of
      the materials or items ordered, UCAR CARBON will claim an equitable
      adjustment in the price or delivery schedule, or both within 30 days
      after receipt by UCAR CARBON of the requested change.

      (j)    INDEMNIFICATION

      Each party will indemnify and hold the other harmless from and against
      any claim, demand, cause of action, damage, costs and expenses which the
      other might sustain or become liable for arising from or in connection
      with that party's performance or nonperformance hereunder. No claims of
      any kind, with the exception of those claims arising out of Section
      3.1(f)(i)(C), Section 3.1(f)(i)(D), Section 3.1(k) or Part 6 of the
      Agreement with respect to any material or item covered by this document,
      whether as to materials or items delivered or for delayed delivery or
      non-delivery of the material or item and whether or not based on
      negligence or warranty, shall be greater in aggregate amount than the
      purchase price of the materials or items in respect of which such claims
      are made. In no event, with the exception of those claims arising out of
      Section 3.1(f)(i)(C), Section 3.1(f)(i)(D), Section 3.1(k) or Part 6 of
      the Agreement shall either party be liable for special, indirect or
      consequential damages, whether or not caused by or resulting from the
      negligence of such party.

      (k)    PATENTS

      UCAR CARBON will defend, at UCAR CARBON's own expense, all suits, actions
      or proceedings in which BPS, or any of the BPS's distributees or dealers,
      or the users, lessees or customers of any of BPS's products, are made
      defendants for actual or alleged infringement of any copyright,
      trademark, trade secret, mask work right, Canadian, U.S.



                                      13

<PAGE>   15


      or other foreign patent or other intellectual property right resulting
      from the possession, use, sale or resale of any material or item
      purchased hereunder. If by virtue of a patent infringement suit an
      injunction is issued against BPS which prohibits or limits the use of any
      materials or items ordered or purchased hereunder or UCAR CARBON notifies
      BPS to cease use of any materials or items purchased hereunder, UCAR
      CARBON, at BPS's request, will supply BPS with non-infringing replacement
      materials or items of a similar kind, quality and quantity. BPS will
      cease use of materials or items purchased hereunder which are subject to
      an infringement action upon receipt of notice of such action and upon
      request by UCAR CARBON. UCAR CARBON's obligations under this Section
      3.1(k) or Section 3.1(j) do not apply to any suits, actions or
      proceedings in which the actual or alleged infringement results from the
      use of such material or item in combination with other articles or
      material or in the practice of any process other than a process for which
      such item has been expressly manufactured by UCAR CARBON.

      (l)    COMPLIANCE WITH LAW

      UCAR CARBON warrants and represents that it has complied with, and will
      continue, during the performance of its obligations hereunder, to comply
      with, all laws and conform to all requirements of each applicable
      governmental authority with respect to the supply of the ordered
      materials or items, including those concerning the packaging, storage,
      shipment and exportation of all or any part thereof, and will ensure that
      no chemical substance delivered to BPS is on the list of prohibited
      substances described in applicable environmental laws. UCAR CARBON will
      obtain all federal, provincial, state, municipal and other government or
      regulatory licenses, permits or other documents or permissions that are
      required by BPS that are incidental to the sale or shipment of the
      ordered materials or items to BPS.

      BPS warrants and represents that it has complied with, and will continue,
      during the performance of its obligations hereunder, to comply with, all
      laws and conform to all requirements of each applicable governmental
      authority with respect to the ordered materials or items and payment
      therefor and importation thereof.

      (m)    NON-PUBLICITY

      Except as may be required by law or applicable governmental regulatory
      authorities, neither party will, without the prior written consent of the
      other party

             (i)      make any news release, public announcement, denial or
             confirmation of any purchase order or its subject matter, or

             (ii)     in any manner advertise or publish the fact that BPS has
             placed any purchase order with UCAR CARBON.

      (n)    PROPERTY

      All tooling, equipment or material of every description owned by a party
      to this Agreement (the "Owner") and furnished to the other party or
      specifically paid for by the Owner, and any replacement thereof, will
      remain the property of the Owner. Such


                                      14
<PAGE>   16


      property, and whenever practical, each individual item thereof, will be
      plainly marked or otherwise properly identified as the "Property of the
      Owner." and will be safely stored. The party will not substitute any
      property for the Owner's property and will not use such property except
      in fulfilling the purchase order. Such property, while in the party's
      custody or control, will be held at that party's expense, and will be
      insured by that party in an amount equal to its replacement cost with
      loss payable to Owner. Such property will be prepared for shipment and
      delivered in good condition, normal wear and tear excepted, to the Owner
      on a FCA origin basis immediately upon request by the Owner.

      (o)    TERMINATION

      BPS may require UCAR CARBON to terminate work under any purchase order in
      whole or in part at any time by notice to UCAR CARBON in writing,
      whereupon UCAR CARBON will immediately stop work on the purchase order,
      or the terminated portion thereof, and notify its subcontractors to do
      likewise. Except for such termination as is caused by a default or delay
      of UCAR CARBON, UCAR CARBON will be entitled to reimbursement for its
      actual costs applicable to the termination incurred up to and including
      the date of termination. UCAR CARBON will also be entitled to reasonable
      profit on the work done before such termination at a rate not exceeding
      the rate used in establishing the original purchase price. The total
      amount of such claim will not exceed the cancelled commitment value of
      the purchase order.

      (p)    TERMINATION FOR DEFAULT

      The BPS and UCAR CARBON covenant and agree as follows:

             (i)      BPS may, by written notice, terminate any purchase order
             in whole or in part if UCAR CARBON fails

                      (A)   to make delivery of the ordered materials or items
                      or to perform the services in the manner and within the
                      time specified therefor or any extension thereof by
                      written change order or amendment, or

                      (B)   to replace or correct defective materials or items
                      in accordance with Section 3.1(f) and Section 3.1(h), or

                      (C)   to perform any other provision of the purchase
                      order, or

                      (D)   to make progress so as to endanger performance of
                      its obligations under the purchase order;

             (ii)     if a purchase order is terminated by reason of UCAR
             CARBON's default, UCAR CARBON will transfer title and deliver to
             BPS, promptly at BPS's request, in the manner and to the extent
             directed by BPS,

                      (A)   any completed materials or items, and


                                      15
<PAGE>   17


                      (B)   such particularly completed materials or items as
                      UCAR CARBON has produced or acquired for the performance
                      of the terminated part of the purchase order.

             UCAR CARBON will protect and preserve such property in the
             possession of UCAR CARBON. Payment for completed materials or
             items delivered to and accepted by BPS will be in an amount agreed
             upon by UCAR CARBON and BPS, which amount must not exceed the
             contract price therefor; and

             (iii)    failure by BPS to enforce any of its rights under the
             purchase order will not be deemed a waiver thereof.

      (q)    ATTORNEY'S FEES

             If UCAR CARBON and BPS are unable to resolve any dispute arising
             under the purchase order and any suit or other judicial proceeding
             is instituted with reference thereto, the successful party in any
             such suit or other judicial proceeding will be paid promptly by
             the other party an additional amount equal to the successful
             party's reasonable attorney's fees and costs incurred.

      (r)    GENERAL

      The following general provisions will apply to all purchase orders:

             (i)      time will be of the essence hereof;

             (ii)     the purchase order is given pursuant to this Agreement
             and will be subject to the terms of this Agreement and in the
             event of any conflict between the terms of this Agreement and the
             terms of the purchase order, the terms of this Agreement will
             govern;

             (iii)    waiver by a party of any of its rights or default by the
             other hereunder will not be deemed a waiver by such party of any
             other right or default;

             (iv)     UCAR CARBON will not change a purchase order or ship
             non-conforming items without first obtaining the written consent
             of BPS;

             (v)      UCAR CARBON will, from time to time upon request by BPS,
             do, execute, acknowledge, deliver, or cause to be done, executed,
             acknowledged and delivered, all and every such further acts, bills
             of sale, bills of lading, deeds, transfers and assurances as BPS
             may reasonably request to evidence or protect BPS's ownership
             interest in the ordered items or to carry into effect the
             intentions of the parties as set out in this purchase order.

             (vi)     UCAR CARBON will, at BPS's request, make available to
             BPS's Affiliates those items or materials of the kind that are the
             subject matter of the purchase order at prices payable by BPS
             under the purchase order. UCAR CARBON may but is not required, at
             BPS's request, to make available to BPS


                                      16
<PAGE>   18


             licensees and customers those items or materials of the kind that
             are the subject matter of the purchase order at prices payable by
             BPS under the purchase order.

      (s)    ASSIGNMENTS

      Neither party may assign any rights or obligations under a purchase order
      (including the right to receive monies due hereunder) without the prior
      written consent of the other party, and any purported assignment without
      such consent will be void. No assignment will relieve the assigning party
      from its obligations under the purchase order.

      (t)    NOTICE OF LABOR DISPUTE

      Whenever an actual or potential labor dispute is delaying or threatens to
      delay the timely performance of a purchase order, the affected party
      will, as soon as practicable, notify the other party of such dispute and
      furnish all relevant details. Receipt by the other party of such notice
      will not constitute a waiver by that party of the affected party's
      obligation to meet the delivery schedule; however, such dispute may
      constitute an event of Force Majeure as governed by this Agreement.

      (u)    DISPUTE RESOLUTION AND APPLICABLE LAW

      The Dispute Resolution and Applicable Law provisions set out in Parts 7
      and Section 9.8 of this Agreement shall apply to all purchase orders.

EFFECT OF PURCHASE ORDER TERMS AND CONDITIONS

3.2   The terms and conditions set forth in this Part 3 apply only as to
individual purchase orders issued and accepted in the sale of materials under
this Agreement. In no way should any term contained in Section 3.1 be construed
to give greater rights to a party or alter or amend the obligations of BPS or
UCAR CARBON under the other terms of this Agreement. While a breach of the
individual terms of a purchase order may give rise to a remedy under that
particular purchase order, as set out in this Part 3, in no event will such
breach of an individual purchase order be considered an Event of Default under
this Agreement.

REVISED PURCHASE ORDER TERMS AND CONDITIONS

3.3   BPS will notify UCAR CARBON as soon as reasonably practicable of any
proposed changes to, or substitutions of, the Terms and Conditions. No change
to the Terms and Conditions will be effective as to UCAR CARBON until the
parties have agreed to such change in writing as provided for in this
Agreement.

                                    PART 4

                              PRICE OF THE PRODUCTS

PRICE

4.1   Subject to Section 2.3, the price payable by BPS for the Materials will
be as follows:



                                      17
<PAGE>   19


      (a)    UCAR CARBON will provide, at no cost to BPS, other than the costs
      associated with shipping, insurance and other miscellaneous expense
      related to packing or transportation not already assumed by BPS, those
      minimal amounts of Materials that are necessary for the performance of
      the work under the Collaboration or to be incorporated into PEM Fuel
      Cells as a part of a developmental program of BPS or any of its
      Affiliates or licensees. The maximum amount of materials provided under
      this Section 4.1(a) will be determined subject to UCAR CARBON's sole
      discretion;

      (b)    for all other Material supplied by UCAR CARBON and purchased by
      BPS the price will be as may be agreed upon by the parties pursuant to
      Section 2.4 and Section 2.5.

                                    PART 5

                                GRANT OF LICENSE

      [text redacted]

5.1   Subject to Part 8 and during the term of the Exclusive Period as defined
in Section 2.9 of the Collaboration Agreement, UCAR CARBON may only elect to
cease supply of Materials to BPS if UCAR CARBON has elected to cease supplying
like Materials or like materials to all other persons for use in electrically
conductive fuel cell separator plates. If UCAR CARBON determines to make such an
election, UCAR CARBON will promptly notify BPS of its intention to cease the
supply [text redacted] for so long as BPS is not in material default with regard
to its obligations under this Agreement, and for so long as UCAR CARBON does not
supply such Material(s). [text redacted] In any event, UCAR CARBON agrees to
continue to supply the Materials for a one-year period following the date on
which UCAR CARBON gives notice of its intent to cease to supply the Material(s).

GRANT OF DEFAULT LICENSE

5.2   Should BPS provide notice of default to UCAR CARBON as a result of UCAR
CARBON being the subject of an Event of Default that has occurred and is
continuing to occur for reasons other than UCAR CARBON's election to cease to
supply a Material(s) as the result of a dispute between the parties as to price
or terms (regardless of whether the dispute was arbitrated), UCAR CARBON will
be deemed to have granted to BPS for the original term of this Agreement, or if
the term has been renewed, as renewed, an irrevocable, worldwide,
non-exclusive, royalty-free and paid-up right and license (the "Default
License") sublicensable by BPS, to use the Intellectual Property rights of UCAR
CARBON to enable BPS to make, have made, use or sell the Materials in
connection with the development, manufacture or sale of electrically conductive
fuel cell separator plates.



                                      18
<PAGE>   20

LICENSE RESTRICTIONS

5.3   Any licenses granted pursuant to this Part 5 will be in addition to, not
in substitution for, and without prejudice to, the Exclusive License or any
other license granted by UCAR CARBON to BPS under the Collaboration Agreement
or otherwise and includes the right by BPS to disclose UCAR CARBON's
Confidential Information to BPS's sublicensees only to the extent necessary and
in connection with the production, use or sale of the Materials licensed under
this Part 5. With regard to any license granted by UCAR CARBON under this
Agreement, BPS shall obtain from each of its sublicensees or other third
parties from whom it may obtain the Material(s) a contractual obligation which
shall subject the sublicensee or third party to obligations of confidentiality
at least as restrictive as that established in this Agreement and require a
commitment that the sublicensee or third party shall use the license, Materials
and technology solely for the production of Materials for BPS and for no other
purpose. In addition to all other remedies available under this Agreement, at
law or in equity, UCAR CARBON may notify BPS that BPS's sublicensee or third
party appears to be in breach of these requirements. Upon receipt of UCAR
CARBON's notice, BPS shall immediately, and at its own expense, take all
necessary action to require and insure that its sublicensee or third party
complies with these requirements including but not limited to termination of
the sublicense or third party contract, legal action to enforce the sublicense
or third party contract, and assistance to UCAR CARBON in the prosecution of
any action UCAR CARBON may wish to pursue.

TECHNOLOGY TRANSFER

5.4   UCAR CARBON will, promptly upon the grant of either a [text redacted] or a
Default License, transfer to and provide BPS on a one-time basis all then
available and relevant technology, information, training and technical
assistance as may be necessary for the exploitation of the license for a
reasonable fee to be determined by the parties reflecting the reasonable cost of
effecting such technology transfer, training and technical assistance. If the
parties are unable to agree on a reasonable fee the matter will be referred to
the Dispute Resolution Procedures outlined in Part 7 of this Agreement.

FURTHER ASSURANCES FOR LICENSED MATERIALS

5.5   UCAR CARBON will execute such further assurances and other documents and
instruments and do such further and other things as may be necessary to
implement and carry out the intent of the provisions of this Part 5.

SURVIVAL OF PART 5 PROVISIONS

5.6   Notwithstanding anything in this Agreement and subject to the limitations
set out in Section 5.3, any license granted pursuant to the provisions of this
Part 5 prior to the termination of this Agreement, will survive and continue to
apply after any early termination of this Agreement for the original term of
the Agreement, or if the term has been renewed, as renewed, and any reference
in this Agreement to termination will not affect this Part 5 unless
specifically agreed to in writing by the parties.



                                      19
<PAGE>   21


                                    PART 6

                                 CONFIDENTIALITY

CONFIDENTIALITY OBLIGATIONS

6.1   Each party (for purposes of this Part 6, the "Recipient"), at all times
during this Agreement and for a period of ten years after the expiry hereof,

      (a)    will, and will ensure that each of its directors, officers,
      employees, Affiliates, licensees, including sublicensees (collectively,
      the "Recipient's Agents") will, hold in confidence and keep confidential
      the Confidential Information of a party (the "Disclosing Party")
      disclosed to it by the Disclosing Party,

      (b)    will not, and will use reasonable efforts to ensure that the
      Recipient's Agents will not, directly or indirectly, use or disclose any
      such Confidential Information except to the extent that it is strictly
      necessary under this Agreement or the Collaboration Agreement,

      (c)    will cause the Recipient's Agents that are recipients of or
      exposed to such Confidential Information, to execute confidentiality
      agreements to protect the same,

      (d)    will not, and will ensure that the Recipient's Agents will not,
      except to the extent necessary for the purposes of this Agreement, make
      copies of or otherwise reproduce such Confidential Information, and

      (e)    will, and will ensure that each of the Recipient's Agents will,
      use commercially reasonable best efforts to maintain all such
      Confidential Information in a manner so as to protect the same against
      wrongful disclosure, misuse, espionage and theft.

EXCEPTIONS FOR CONFIDENTIALITY

6.2   The Confidentiality obligations set out in Section 6.1 shall not apply to
any Confidential Information:

      (a)    which is or becomes generally available to the public through no
      breach of this Agreement or any other obligation of the Recipient or the
      Recipient's Agents to the Disclosing Party,

      (b)    of which the Recipient or the Recipient's Agents had knowledge
      before the date of this Agreement, as evidenced by competent proof,
      unless the same was disclosed to the Recipient or the Recipient's Agents
      by the Disclosing Party,

      (c)    of which the Recipient or the Recipient's Agents obtained
      knowledge from a third party, as evidenced by competent proof, unless
      such third party obtained such Confidential Information in violation of
      any duty of confidence owed to the Disclosing Party, or


                                      20
<PAGE>   22



      (d)    which is required to be disclosed pursuant to law or a rule,
      regulation, policy or order of a governmental authority having
      jurisdiction or pursuant to a final order or judgment of a court of
      competent jurisdiction and in such case the parties will cooperate with
      one another to obtain an appropriate protective order or other reliable
      assurance that confidential treatment will be afforded to such
      Confidential Information.

EMPLOYMENT RELATIONS

6.3   Neither party will, during the term of this Agreement and for a period of
two years next after the expiry or termination hereof, solicit for employment
any individual who is, at the time of such solicitation, employed by the other
party or its Affiliates nor will such party, directly or indirectly, induce any
such individual to leave his or her employment. Nothing herein will prevent a
party from employing any such employee so long as no solicitation or inducement
has been made to such employee by or on behalf of such party.

REASONABLE RESTRICTION

6.4   Each party agrees that the restrictions contained in this Part 6 are
reasonable for the protection of the respective legitimate business interests
of the parties.

MUTUAL SECRECY AGREEMENT AND COLLABORATION AGREEMENT

6.5   The provisions of

      (a)    the Mutual Secrecy Agreement (and not Section 6.1 and Section 6.2
      hereof) will apply to all "Proprietary Information" (as defined in such
      agreement) disclosed by the parties to one another before the Effective
      Date (as defined in the Collaboration Agreement) notwithstanding that the
      same Proprietary Information is disclosed again as Confidential
      Information under this Agreement, and

      (b)    the provisions of the Collaboration Agreement (and not Section 6.1
      and Section 6.2) will apply to all Confidential Information disclosed by
      the parties to one another during the term of the Collaboration
      notwithstanding that the same Confidential Information is disclosed again
      during the term of this Agreement.

SURVIVAL OF PART 6 PROVISIONS

6.6   Notwithstanding anything in this Agreement, the provisions of this Part 6
will be separate and distinct covenants and agreements enforceable after the
termination of this Agreement in accordance with the terms of this Part 6, and
any reference in this Agreement to termination will not affect this Part 6
unless specifically agreed to by the parties.



                                      21
<PAGE>   23


                                    PART 7

                               DISPUTE RESOLUTION

INITIATION OF PROCESS

7.1   If at any time a dispute between the parties with respect to any matter
relating to this Agreement arises, a party that wishes that the issue be
considered further must give written notice (the "Dispute Notice") to the other
requiring that such issue or dispute be decided pursuant to this Part 7.

REFERRAL TO CHIEF EXECUTIVE OFFICERS

7.2   If a Dispute Notice is given, the Chief Executive Officers of each of the
parties will initiate discussions with a view to settling the issue or matter.
A decision reached by such Chief Executive Officers and communicated by them in
writing to the parties will be binding on the parties and will be implemented.

SUBMISSION TO ARBITRATION

7.3   If no decision is communicated by the Chief Executive Officers within 30
days after such issue or dispute is referred to them, either party may at any
time before a decision thereon is so communicated and less than 120 days after
delivery of the Dispute Notice, by further notice given to the other, submit
the issue or dispute for a binding determination by a three member arbitration
panel in accordance with the rules of arbitration of the International Chamber
of Commerce.

ACCEPTANCE AND IMPLEMENTATION

7.4   Each of the parties will accept and proceed in good faith diligently to
implement the binding award or decision of an arbitrator on an arbitration
pursuant to Section 7.3.

PLACE OF ARBITRATION

7.5   All arbitration proceedings will be conducted in San Francisco,
California or in such other place as the parties may agree.

LEGAL PROCEEDINGS

7.6   A legal proceeding commenced by a party to this Agreement in respect of
an issue or dispute that may be arbitrated under this Agreement will be stayed
until the time during which arbitration may be initiated has expired or, if
arbitration is initiated, a decision on the arbitration is delivered or the
arbitration process has otherwise ended.

EXCLUSIONS

7.7   This Part 7 will not apply to any action under Part 6 or for the grant of
provisional remedies, including injunctions, restraining orders and specific
performance, and each party





                                      22
<PAGE>   24

reserves its right to commence such action or seek such remedies from a court
of competent jurisdiction.

                                    PART 8

                              TERM AND TERMINATION

TERM

8.1   This Agreement will come into force on the Commencement Date and, subject
to Section 5.6 and Section 6.6, will continue for a period of nine years unless
terminated sooner pursuant to Section 8.2. Thereafter, unless terminated as
provided above, this Agreement will be deemed renewed automatically from year
to year until terminated by either party pursuant to Section 8.2 or upon
written notice of a party's election to not renew given by that party to the
other 60 days before the end of the then current period. UCAR CARBON may, at
any time, terminate this Agreement and the Exclusive License arising under the
Collaboration Agreement on 30 days notice if it is determined that through
technological advances or otherwise, BPS no longer requires the Materials in
the development and manufacture of electrically conductive fuel cell separator
plates. The parties will review this Agreement within 90 days after each of the
third and sixth anniversary dates of the Commencement Date and will make such
changes to this Agreement as may be necessary or desirable in light of any
changed circumstances. If during such review period the parties cannot agree as
to the necessity or content of any such changes, the disagreement as to the
proposed changes shall be submitted to the Dispute Resolution Process set out
in Part 7 and the Agreement will continue in effect as if no review had been
initiated.

TERMINATION FOR DEFAULT

8.2   Subject to Section 5.6 and Section 6.6, either party will be entitled to
terminate this Agreement in accordance with the terms hereof by written notice
to the other if the other has become the subject of an Event of Default;
provided that if BPS is in breach of its obligations under Section 2.1 and not
under circumstances upon which a license has been granted under Section 2.2 or
Part 5, UCAR CARBON will have the usual remedies available under law or equity
and may terminate all licenses extended to BPS including the Exclusive License
except with respect to that limited license required for BPS's use of the
Materials and UCAR CARBON will not be entitled to terminate this Agreement with
regard to its obligations to supply BPS with the Materials.

NO PREJUDICE

8.3   The right to terminate this Agreement will not prejudice any other right
or remedy of either party in respect of the breach concerned (if any) or any
other breach.

NO FURTHER OBLIGATIONS

8.4   Subject to Section 5.6 and Section 6.6 and the Collaboration Agreement,
upon the termination of this Agreement for any reason, except for any rights or
obligations which may have accrued before termination, or rights specifically
contemplated to continue after termination or arise as a result of termination,
neither party will have any further rights or obligations to the other under
this Agreement.



                                      23
<PAGE>   25



                                    PART 9

                                  MISCELLANEOUS

MODIFICATIONS, APPROVALS AND CONSENTS

9.1   No amendment, modification, supplement, termination or waiver of any
provision of this Agreement will be effective unless in writing signed by both
parties and then only in the specific instance and for the specific purpose
given.

FURTHER ASSURANCES

9.2   The parties will execute such further assurances and other documents and
instruments and do such further and other things as may be necessary to
implement and carry out the intent of this Agreement.

ENTIRE AGREEMENT

9.3   This Agreement and the Collaboration Agreement constitute the entire
agreement between the parties hereto and supersede all previous expectations,
understandings, communications, representations and agreements whether verbal
or written between the parties.

NOTICES

9.4   Every notice, request, demand, direction or other communication (each,
for the purposes of Section 9.4, Section 9.5 and Section 9.6, a "Notice")
required or permitted to be given pursuant to this Agreement will be deemed to
be well and sufficiently given if in writing and delivered by hand (or
recognized overnight courier service addressed as follows:

<TABLE>
<S>        <C>
      (a)    if to BPS at:

             9000 Glenlyon Parkway
             Burnaby, British Columbia
             Canada  V5J 5J9
             Attention:  President and Chief Operating Officer
             Facsimile:  (604) 412-3131

             with a copy to BPS's Vice-President, Corporate Affairs at the same address; and

      (b)    if to UCAR CARBON at:

             3102 West End Avenue
             Suite 1100
             Nashville, Tennessee
             USA 37203
             Attention:  The President
             Facsimile:  (615) 760-7797
</TABLE>



                                      24
<PAGE>   26

with a copy to UCAR CARBON's General Counsel at the same address; or to such
other address as is specified by the particular party by Notice to the others.

DEEMED RECEIPT

9.5   Any Notice delivered as aforesaid will be deemed conclusively to have
been effectively given and received on the day Notice was delivered if it was
on a day that was a Business Day or on the next day that is a Business Day if
it was delivered on a day that was not a Business Day.

CHANGE OF ADDRESS

9.6   A party may at any time, by Notice to the others, change its address.

ENUREMENT

9.7   This Agreement will enure to the benefit of and be binding upon the
parties and their respective successors and permitted assigns.

APPLICABLE LAW

9.8   This Agreement will be deemed to have been made in British Columbia,
Canada and the construction, validity and performance of this Agreement will be
governed in all respects by the laws of British Columbia and applicable laws of
Canada. The application of the provisions of the United Nations Convention on
Contracts for the International Sale of Goods are hereby excluded.

ATTORNMENT

9.9   Each party irrevocably attorns to the exclusive jurisdiction of the
courts of British Columbia, Canada and all courts having appellate jurisdiction
thereover in respect of any proceeding arising out of or relating to this
Agreement.

JUDGMENT CURRENCY

9.10  If, for the purposes of obtaining a judgment in any court, it is
necessary to convert a sum awarded in Canadian Dollars (the "Original
Currency") into United States Dollars (the "Judgment Currency"), the parties
agree that the rate of exchange used shall be established on the business day
preceding the date on which the final judgment is rendered by the court. If it
is necessary to convert a sum awarded in United States Dollars (the "Original
Currency") into Canadian Dollars (the "Judgment Currency"), the parties agree
that the rate of exchange used shall be established on the business day
preceding the date on which the final judgment is rendered by the court. The
rate of exchange shall be determined by reference to the Bank of Canada noon
rate of exchange for Canadian to U.S. Dollars or U.S. to Canadian as published
by Reuters. In the event such rate is not available through Reuters the rate
shall be ascertained by reference to any other means by which such rate is
published from time to time by the Bank of Canada.



                                      25
<PAGE>   27


FORCE MAJEURE

9.11  Neither party will be liable to the other for default or delay in the
performance of its obligations under this Agreement if such default or delay is
caused by fire, strike, riot, war, act of God, delay of carriers, governmental
orders or regulation, complete or partial shutdown of plant by reason of
inability to obtain sufficient raw material or power, or any other occurrence
beyond the reasonable control of such party. The party whose performance is
prevented by any such occurrence will notify the other party of the same in
writing as soon as is reasonably possible after the commencement thereof, will
provide the other with full written particulars of such occurrence and attempts
made to remedy the same, will use commercially reasonable efforts to remedy
such occurrence with all reasonable dispatch and, upon cessation of the
occurrence, will give prompt written notice to the other party of the same.
Should an event of Force Majeure continue for such a period of time that UCAR
CARBON will not be able to meet BPS's monthly forecast as originally
established in the Annual Commitment for the Materials, UCAR CARBON shall use
reasonable commercial efforts to obtain an alternative source for performance
which may include leasing production time, assigning a temporary license to
allow a third party (which may include BPS) to fulfill the immediate production
concerns and/or other appropriate actions.

SEVERABILITY

9.12  If any provision contained in this Agreement is found by any court or
arbitrator for any reason to be invalid, illegal or unenforceable in any
respect,

      (a)    the validity, legality and enforceability of the remaining
      provisions contained herein will not in any way be affected or impaired
      thereby, unless in either case as a result of such determination this
      Agreement would fail in its essential purpose, and

      (b)    the parties will use their best efforts to substitute for any
      provision that is invalid, illegal or unenforceable a valid and
      enforceable provision which achieves to the greatest extent possible the
      economic, legal and commercial objectives of such invalid, illegal or
      unenforceable provision and of this Agreement and, failing the agreement
      of the parties on such a substitution within 30 days after the finding of
      the court or arbitrator, either party may refer the matter for dispute
      resolution under Part 7.

COUNTERPARTS

9.13  This Agreement may be executed in counterparts or by facsimile, each of
which will together, for all purposes, constitute one and the same instrument,
binding on the parties, and each of which will together be deemed to be an
original, notwithstanding that both parties are not signatories to the same
counterpart or facsimile.

ASSIGNMENT

9.14  Neither party may assign any right, benefit or interest in this Agreement
without the written consent of the other party, such consent not to be
unreasonably withheld, and any purported assignment without such consent will
be void. Notwithstanding the foregoing, upon notice to the other party, either
party may assign this Agreement to a wholly owned subsidiary of



                                      26
<PAGE>   28
that party without the other party's consent provided that no such assignment
will release the assignor from its obligations under this Agreement.

NO PARTNERSHIP

9.15  Nothing in this Agreement will create, or be deemed to create, a
partnership between the parties.

Dated as of the day and year first above written.

<TABLE>
<CAPTION>
<S>                                                             <C>
UCAR CARBON COMPANY INC.                                          BALLARD POWER SYSTEMS INC.



By: /s/                                                           By: /s/
   --------------------------------------------                      -----------------------------------
           Authorized Signatory                                   Authorized Signatory


By: /s/                                                           By: /s/
   --------------------------------------------                      ----------------------------------
           Authorized Signatory                                   Authorized Signatory
</TABLE>

                                      27


<PAGE>   29




                                   SCHEDULE A


<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
                                                     TITLE
             MATERIAL SPECIFICATION                       [text redacted]
-------------------------------------------------------------------------------------------------------
<S>                            <C>                          <C>                      <C>
AUTHOR                           DATE                        APPROVED                  DATE
Author: [text redacted]          Date:  Oct 7, 1998          [text redacted]           July 12, 1999
-------------------------------------------------------------------------------------------------------
</TABLE>


1.    SCOPE

         1.1.   This specification covers flexible graphite material supplied
                by UCAR. [text redacted]

2.    APPLICABLE DOCUMENTS

         2.1.  American Society for Testing and Materials (ASTM) [text redacted]

3.    REQUIREMENTS

         3.1.   Precedence - In the event of any conflict between the
                requirements of this specification and the referenced
                documents, this specification shall govern.
                [text redacted]

         3.2.   Chemical Requirements - All flexible graphite material shall
                conform to the following requirements:

[text redacted]




<PAGE>   30

         3.3.   Physical Properties - Shall conform to the following
                requirements:

         [text redacted]

         3.4.   Dimensional Requirements - Plates produced from this material
                shall conform to the dimensions specified on the relevant part
                drawing. On occasion Ballard may request material to be sent
                for testing purposes, only that does not have the dimensions
                listed in this document. The results of tests requiring
                specific dimensions will not be considered to be requirements
                but should be performed and included in the Certificate of
                Compliance. Such data should be labeled as such.

4.    QUALITY ASSURANCE PROVISIONS

         4.1.   Responsibility for Inspection - Unless otherwise specified,
                the supplier is responsible for the performance of all
                inspections specified in Section 3. The supplier may use
                their own, or any other facility suitable, for the
                performance of the inspections specified herein.

         4.2.   Quality Verification - Ballard Power Systems Inc. will
                have the right to subject any requested lot of material to
                any of the inspection requirements specified to verify
                that the lot will comply with the requirements specified
                herein.

         4.3.   Process Change Notification - The supplier shall provide
                advance information in writing concerning any changes in
                process or preservations from the product previously
                approved. Approval to ship product incorporating changes
                shall be dependant upon Ballard's evaluation that these
                changes do not violate this specification or the intended
                use of the product. Ballard Power Systems Inc. reserves the
                right to perform a qualification inspection if necessary.

         4.4.   Certificate of Compliance - The supplier is required to
                provide a certificate of compliance with data for each lot
                number of material. Failure to supply a certificate may be
                cause for rejection except as noted in section 3.4. The
                supplier is required to provide the following data:

                4.4.1.     Material Lot Number, Purchase Order Number and BPS
                           Part Number.


                                       2
<PAGE>   31


                4.4.2.     Chemical Analysis (see Section 3.2.).

                4.4.3.     Physical Property Inspection Data (see Section 3.3).

        4.5.    Methods of Inspection

                4.5.1.     Chemical Requirements Inspection - A chemical
                           analysis shall be performed on each lot of material.
                           The analysis shall conform to the requirements of
                           Section 3.2.

                4.5.2.     Physical Property Inspection.  The physical tests
                           shall be performed according to the following
                           methods.

               [text redacted]
                                       3
<PAGE>   32
     [text redacted]

5.    PACKAGING

         5.1.   Documentation - A packing list and certificate of compliance
                will accompany each shipment. The packing list will contain
                information as shown in Section 5.2. The certificate of
                compliance will contain information as shown in Section 4.4.

6.    REVISION HISTORY

         6.1.   New Issue.   [text redacted]

     [text redacted]

                                       4


<PAGE>   33





<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------

               MATERIAL SPECIFICATION                     TITLE  [text redacted]
-------------------------------------------------------------------------------------------------------------
<S>                          <C>                         <C>                       <C>
AUTHOR                        DATE                                                    DATE
Author: [text redacted]       Date:  July 20, 1999        APPROVED  [text redacted]   July 12, 1999
-------------------------------------------------------------------------------------------------------------
</TABLE>



1.    SCOPE

         1.1.   This specification covers flexible graphite material supplied
                by UCAR. [text redacted]

2.    APPLICABLE DOCUMENTS

         2.1.   American Society for Testing and Materials (ASTM)

          [text redacted]

3.    REQUIREMENTS

         3.1.   Precedence - In the event of any conflict between the
                requirements of this specification and the referenced
                documents, this specification shall govern.

          [text redacted]

         3.2.   Chemical Requirements - All flexible graphite material shall
                conform to the following requirements:


          [text redacted]
                                       5
<PAGE>   34

         3.3.   Physical Properties - Shall conform to the following
                requirements:

          [text redacted]

         3.4.   Dimensional Requirements - Plates produced from this material
                shall conform to the dimensions specified on the relevant part
                drawing. On occasion Ballard may request material to be sent
                for testing purposes, only that does not have the dimensions
                listed in this document. The results of tests requiring
                specific dimensions will not be considered to be requirements
                but should be performed and included in the Certificate of
                Compliance. Such data should be labeled as such.

4.    QUALITY ASSURANCE PROVISIONS

         4.1.   Responsibility for Inspection - Unless otherwise specified, the
                supplier is responsible for the performance of all inspections
                specified in Section 3. The supplier may use their own, or any
                other facility suitable, for the performance of the inspections
                specified herein.

         4.2.   Quality Verification - Ballard Power Systems Inc. will have the
                right to subject any requested lot of material to any of the
                inspection requirements specified to verify that the lot will
                comply with the requirements specified herein.

         4.3.   Process Change Notification - The supplier shall provide
                advance information in writing concerning any changes in
                process or preservations from the product previously
                approved. Approval to ship product incorporating changes
                shall be dependant upon Ballard's evaluation that these
                changes do not violate this specification or the intended
                use of the product. Ballard Power Systems Inc. reserves the
                right to perform a qualification inspection if necessary.

         4.4.   Certificate of Compliance - The supplier is required to
                provide a certificate of compliance with data for each lot
                number of material. Failure to supply a certificate may be
                cause for rejection except as noted in section 3.4 The
                supplier is required to provide the following data:

                4.4.1.     Material Lot Number, Purchase Order Number and BPS
                           Part Number.

                                       6
<PAGE>   35


                4.4.2.     Chemical Analysis (see Section 3.2).

                4.4.3.     Physical Property Inspection Data (see Section 3.3).

         4.5.   Methods of Inspection

                4.5.1.     Chemical Requirements Inspection - A chemical
                           analysis shall be performed on each lot of material.
                           The analysis shall conform to the requirements of
                           Section 3.2.

                4.5.2.     Physical Property Inspection.  The physical tests
                           shall be performed according to the following
                           methods.

                   [text redacted]
                                       7
<PAGE>   36
      [TEXT REDACTED]

5.    PACKAGING

         5.1.   Documentation - A packing list and certificate of compliance
                will accompany each shipment. The packing list will contain
                information as shown in Section 5.2. The certificate of
                compliance will contain information as shown in Section 4.4.

6.    REVISION HISTORY


      [TEXT REDACTED]


                                       8
<PAGE>   37




                                SUPPLY AGREEMENT

                                   SCHEDULE B

                       [TEXT REDACTED] MATERIAL FORECASTS


[TEXT REDACTED]


<PAGE>   38



                                   SCHEDULE C

UCAR CARBON COMPANY INC.
P.O. Box 94637, Cleveland, Ohio 44101 U.S.A.

<TABLE>
<S>                                                      <C>
                                                           Date       08/03/99
       Ballard Power Systems Inc.
       9000 Glenlyon Parkway                               Quotation Number:        99G1203
       Burnby, BC
       Canada  V5J 5J9                                     Inquiry Number:
</TABLE>


       Attn: [TEXT REDACTED]

            In response to your inquiry, we are pleased to quote as follows:

<TABLE>
<CAPTION>
=====================================================================================================================
ITEM            QUANTITY                                            DESCRIPTION                       PRICE
---------------------------------------------------------------------------------------------------------------------
<S>          <C>                 <C>                                                            <C>



                                                        [TEXT REDACTED]

                                                SEE PARAGRAPH 1 ON REVERSE SIDE

=====================================================================================================================
</TABLE>

                Delivery Point [TEXT REDACTED] - Cleveland, Ohio
                Items of Payment:              Date Draft  30 Days
                Estimated Time of Shipment From Plant:        As Required

                This date will be confirmed upon receipt of order. If it is
                unsatisfactory please let us know.

                The sale of the products described herein shall be governed by
                the terms and conditions contained in any written contract
                currently in effect between Buyer and Seller covering such
                sale. If there is no such contract, then Seller hereby offers
                to sell such product to Buyer only upon the terms set forth
                herein, including those on the reverse side of this document.

                This quotation is subject to acceptance within (30) days from
                the date hereof.

                Thank you for this inquiry. Be assured your order will receive
                our prompt attention.

<PAGE>   39

<TABLE>
           <S>                                                    <C>
                                                                   Very truly yours,
                cc: [text redacted]                                [text redacted]

</TABLE>



                                       2
<PAGE>   40



                                   SCHEDULE D

The Supplier Evaluation System Criteria shall consist of the following general
categories to be further defined and implemented at a later date subject to
Section 2.2 of the Agreement. Criteria has been established for the Delivery
category as set out in the attached "2.2 Delivers on Time" and "2.3 Delivers
Proper Qualities."

<TABLE>
<CAPTION>
Price:
<S>       <C>
1.         Competitive pricing
2.         Advanced notice on pricing changes
3.         Frequency of price reductions
4.         Price accuracy


Delivery:

1.         Meets due dates without constant follow-up
2.         Delivers on time
3.         Delivers proper quantities
4.         Responses to emergency delivery requirements
5.         Accurate documentation and information
6.         Lead time competitiveness


Quality:

1.         Meets Specifications
2.         Product documentation
3.         Product reliability
4.         Durability
5.         Product packaging


Service:

1.         Support on professional and technical matters
2.         Inside sales support effectiveness, provides feedback from factory
3.         Issues credit notes in a timely manner
4.         Invoicing efficiency
</TABLE>

<PAGE>   41



      2.2       DELIVERY ON TIME

      Application:

      Refers to the delivery of material, or completion of services requested
      by way of purchase orders.

      Question:

      1.   Does the vendor deliver ordered material or perform required
           services on time?

      Considerations:

      Early deliveries usually mean early invoices. This has an adverse effects
      on the Company's cash flow. Late deliveries have unfavorable effect and
      can results in stock-outs (back orders) which inconvenience the internal
      and external customers. Sometimes, late deliveries cause the Company's
      customers to look elsewhere for product (loss of opportunity for the
      Company).

      The delivery date is the date agreed by both the buyer and the vendor.
      The delivery date cannot be change without the approval of both the buyer
      and the vendor. To allow for shipping and handling delays, the Company
      applies a delivery grace period of two working days before or after the
      required date. If the vendor delivers the product within this period, the
      buyer considers the shipment on time. This performance criteria item
      measures the delivery of each purchase order line item. For example, an
      order for 3 pencils, 5 pens and 2 erasers would be three (3) line items.

      Supporting Documentation:

      Purchase Order, Invoice, Order Confirmation.

      [text redacted]
                                       2
<PAGE>   42
      [text redacted]

      This PDQ'S Evaluation Criteria item will be measured primarily by
      Ballard. The supplier will have direct input to this item and it will be
      measured monthly.

Supplier Price, Delivery, Quality and Service Evaluation Criteria

      2.3    DELIVER PROPER QUANTITIES

      Application:


      Refers to the delivery of material, or completion of services
      requested by way of purchase orders.

      Question:


      1.     How many incorrect quantities does the vendor ship?

      2.     Does the vendor split shipments on contracted items?

      Considerations:

      Incorrect quantities are either short shipments, over shipments or split
      shipments. All of these conditions are significant contributors to
      nonconformance costs. Short shipments and over shipments both require
      vendor contact to rectify the problem. With split shipments the vendor
      makes multiple shipments to fill the purchase order line item. The
      Company incurs additional costs in handling material. Additional costs
      are also incurred in accounting when the vendor sends a split shipment
      invoices.

      A grace quantity of [text redacted] on a under-shipment or [text redacted]
      on a over-shipment are acceptable.

      Supporting Documentation:
      ------------------------
      Quantity Quotation, Purchase Order, Invoice, Order Confirmation.

      [text redacted]                                 3
<PAGE>   43
      [text redacted]

      This PDQ'S Evaluation Criteria item will be measured primarily by
      Ballard. The supplier will have direct input to this item and it will be
      measured monthly.

Supplier Price, Delivery, Quality and Service Evaluation Criteria


                                       4
<PAGE>   44







                                TABLE OF CONTENTS


<TABLE>
<S>                                                                                                         <C>
                                                                                                                PAGE

PART 1     DEFINITIONS AND INTERPRETATION..........................................................................2

     Definitions...................................................................................................2

     Interpretation................................................................................................5

     Schedules.................................................................................................... 6

PART 2     SALE OF MATERIALS.......................................................................................6

     Materials Sale................................................................................................6

     Supplier Evaluation System....................................................................................6

     Most Favoured Customer........................................................................................7

     First Year Forecast and Pricing...............................................................................7

     Future Forecasts and Pricing..................................................................................7

     Delivery of Materials.........................................................................................8

     License to Use of Materials...................................................................................8

     Improvements to Materials.....................................................................................8

PART 3     CONDITIONS OF SALE......................................................................................9

     Sales/Purchase Order Conditions...............................................................................9

     Effect of Purchase Order Terms and Conditions................................................................17

     Revised Purchase Order Terms and Conditions..................................................................17

PART 4     PRICE OF THE PRODUCTS..................................................................................17

     Price .......................................................................................................17

PART 5     GRANT OF LICENSE.......................................................................................18

     [text redacted]

     Grant of Default License.....................................................................................18

     License Restrictions.........................................................................................19

     Technology Transfer..........................................................................................19

     Further Assurances for Licensed Materials....................................................................19

     Survival of Part 5 Provisions................................................................................19

PART 6     CONFIDENTIALITY........................................................................................20

     Confidentiality Obligations..................................................................................20

     Exceptions for Confidentiality...............................................................................20

     Employment Relations.........................................................................................21

     Reasonable Restriction.......................................................................................21
</TABLE>


                                      -i-

<PAGE>   45


                                TABLE OF CONTENTS
                                   (CONTINUED)

<TABLE>
<S>                                                                                                         <C>
                                                                                                               PAGE
     Mutual Secrecy Agreement and Collaboration Agreement.........................................................21

     Survival of Part 6 Provisions................................................................................21

PART 7     DISPUTE RESOLUTION.....................................................................................22

     Initiation of Process........................................................................................22

     Referral to Chief Executive Officers.........................................................................22

     Submission to Arbitration....................................................................................22

     Acceptance and Implementation................................................................................22

     Place of Arbitration.........................................................................................22

     Legal Proceedings............................................................................................22

     Exclusions...................................................................................................22

PART 8     TERM AND TERMINATION...................................................................................23

     Term      ...................................................................................................23

     Termination for Default......................................................................................23

     No Prejudice.................................................................................................23

     No Further Obligations.......................................................................................23

PART 9     MISCELLANEOUS..........................................................................................24

     Modifications, Approvals and Consents........................................................................24

     Further Assurances...........................................................................................24

     Entire Agreement.............................................................................................24

     Notices......................................................................................................24

     Deemed Receipt...............................................................................................25

     Change of Address............................................................................................25

     Enurement....................................................................................................25

     Applicable Law...............................................................................................25

     Attornment...................................................................................................25

     Judgment Currency............................................................................................25

     Force Majeure................................................................................................26

     Severability.................................................................................................26

     Counterparts.................................................................................................26

     Assignment...................................................................................................26

     No Partnership...............................................................................................27
</TABLE>

                                     -ii-