<PAGE>
                                    AGREEMENT

                                     BETWEEN

                               H POWER CORPORATION
                                60 MONTGOMERY ST.
                              BELLEVILLE, NJ 07109

                                       AND

                    USA CECOM ACQUISITION CENTER - WASHINGTON
                             2461 EISENHOWER AVENUE
                            ALEXANDRIA, VA 23331-0700

                                   CONCERNING

                          DUAL USE APPLICATION PROGRAM

                    FUEL CELL/BATTERY HYBRID MARK I PROTOTYPE


Agreement No.:  DAAB07-99-3-6003
Total Amount of the Agreement: $ 799,210
Total Estimated Government Funding of the Agreement:  $ 399,605
Funds Obligation:  $ 399,605 increm. ($217,639.20 initial obligation)
Authorities:  10 U.S.C. 2371, 10 U.S.C. 2358

Line of Appropriation: ACRN AA:977040000001301RPCECO1610000000025817JC858
                       CY8JC8AWCYIA9X0500328043 $162,639.20

                       2172040000062751066585486000801025810DCVARICY8JC8BB
                       CYIA000000S28043   $55,000

This Agreement is entered into between the United States of America, hereinafter
called the Government, represented by the Communications-Electronics Command
(CECOM), and H. Power Corporation pursuant to and under U.S. Federal law.


FOR H POWER CORP                            FOR THE UNITED STATES OF AMERICA
                                            COMMUNICATIONS-ELECTRONICS COMMAND




/s/ Arthur Kaufman
------------------
(SIGNATURE)                                 (SIGNATURE)

Arthur Kaufman
Vice President
December 22, 1997
                                            /s/ Peggy A. Malanson
                                            ----------------------
(NAME, TITLE, DATE)                         (NAME, TITLE, DATE)

<PAGE>

                                              AGREEMENT NUMBER: DAAB07-98-3-6003
                                                                          PAGE 2


                       AGREEMENT NUMBER: DAAB07-98-3-6003

                                TABLE OF CONTENTS

ARTICLES                                                                 PAGE(S)

ARTICLE I                Scope of Agreement
ARTICLE II               Term
ARTICLE III              Management of the Project
ARTICLE IV               Agreement Administration
ARTICLE V                Obligation and Payment
ARTICLE VI               Disputes
ARTICLE VII              Patent Rights
ARTICLE VIII             Data Rights
ARTICLE IX               Foreign Access to Technology
ARTICLE X                Official not to Benefit
ARTICLE XI               Civil Rights Act
ARTICLE XII              Execution

ATTACHMENTS

ATTACHMENT 1             Statement of Work
ATTACHMENT 2             Report Requirements
ATTACHMENT 3             Schedule of Payments and Payable Milestones
ATTACHMENT 4             Funding Schedule
ATTACHMENT 5             List of Government and H Power Representatives


<PAGE>

                                             AGREEMENT NUMBER:  DAAB07-98-3-6003
                                                                          PAGE 3

ARTICLE I:  SCOPE Of THE AGREEMENT

A.   Background

     1. This Agreement, which formalizes a Cooperative Agreement under the Dual
Use Application Program (DUAP), is as Other Transaction entered into under the
authority of 10 U.S.C. 2371, and 2358. The Dual Use Application Program is a
Government -industry cost share program sponsored by the Defense Advanced
Research Projects Agency (DARPA). The purpose of this program is to develop new
technologies which can be utilized for both military and commercial
applications. There is currently a need in the military for a small, light
weight, refuelable/rechargeable, reliable power source for the soldier
on-the-move. Many pieces of the soldier's equipment such as radios,
transmitters, receivers, etc. are characterized by a high peak-to-average ratio
power profile. This equipment is typically powered by either primary or
rechargeable batteries. However, the cost, weight, and numbers of primary
batteries required for a single mission is prohibitive.; and the energy density
of rechargeable batteries combined with a dearth of battery chargers available
to the soldier on-the-move makes the rechargeable battery scenario only
marginally more attractive. One possible solution to this problem is the concept
of a fuel cell/battery hybrid power source. This combines the high energy
density of a fuel cell to provide nominal power for the mission as well as
battery charging power, and the high power density of a rechargeable battery to
provide peak power.

     2. This is a cooperative effort between the Government [DARPA and
Communications-Electronics Command (CECOM), Ft. Belvoir, VA] and H Power Corp,
of Belleville, NJ.

     3. Program costs are shared as follows: the Government will contribute 50%
of the cost (25% DARPA and 25% CECOM) and H Power Corp. will contribute 50% of
the cost. All contributions are cash as opposed to in-kind contributions.

     4. One Mark I prototype hybrid power source shall be designed, fabricated
and tested to demonstrate the fuel cell/battery hybrid concept.

     5. The duration of the effort is eighteen (18) months. Key Milestones for
this effort are System requirements and application identification and
definition, preliminary design review, final design

<PAGE>

review, and test and delivery of one Mark I prototype hybrid power source.

B.   Scope

     1. H Power shall perform an effort designed to develop one prototype Mark I
hybrid power source. The effort shall be carried out in accordance with the
Statement of Work (SOW) incorporated in this Agreement at Attachment 1. H Power
shall submit all documentation required by Attachment 2, Report Requirements.

     2. H Power shall be paid for each Payable Milestone accomplished in
accordance with the Schedule of Payments and Payable Milestones set forth in
Attachment 3 and the procedures of Article V. Both the Schedule of Payments and
the Funding Schedule set forth in Attachments 3 and 4 respectively may be
revised or updated in accordance with Article III.

     3. The Government and H Power estimate that the statement of Work of this
Agreement can only be accomplished with a H Power aggregate resource
contribution of $399,605 from the effective date of this Agreement through
eighteen (18) months thereafter. H Power intends and, by entering into this
agreement, undertakes to cause these funds to be provided. H Power contributions
will be provided as detailed in the Funding Schedule set forth in Attachment 4.
It either the Government or H Power is unable to provide its respective total
contribution, as appropriate, the other party may reduce its project funding by
a proportional amount.

C.   Goals/Objectives

     1. The goal of this Agreement is to design, fabricate, test, and
demonstrate one (1) Mark I prototype fuel cell/battery hybrid power source.

     2. The Government will have continuous involvement with H Power. The
Government will also obtain access to research results and certain rights in
data and patents pursuant to Articles VII and VIII. The Government and H Power
are bound to each other by a duty of good faith and best research effort in
achieving the goals of this program.

     3. This Agreement covers a dual-use "other transaction" pursuant to 10
U.S.C. 2371 and 2511. The Parties agree that the principal purpose of this
Agreement is for H Power to provide its best research efforts in the support and
stimulation of advanced research and technology development and not the
acquisition of property or services for the direct benefit or use of the
Government, The Federal Acquisition Regulation (FAR) and Department of Defense
FAR Supplement (DEARS) do not apply except as specifically referenced herein.
The Government represents, warrants and assures H Power that this Agreement is a
cooperative agreement under 31 U.S.C. 6303 and 6304 for purposes of FAR Subpart
31.205-18(a), and that H Power's IR&D costs incurred in performance under this
Agreement are not construed to be sponsored by, or required in performance of a
procurement contract or grant agreement.

<PAGE>

ARTICLE II:  TERM

A.   The Term of this Agreement

The Program commences upon the date of the last signature hereon and continues
for eighteen (18) months. If all funds are expended prior to the eighteen
(18)-month duration, the Parties have no obligation to continue performance and
may elect to cease development at that point. Provisions of this Agreement,
which by their express terms apply for periods of time other than specified
herein, shall be given effect, notwithstanding this Article.

B.   Termination Provisions

Subject to a reasonable determination that the project will not produce
beneficial results commensurate with the expenditure of resources, either Party
may terminate this Agreement by written notice to the other Party, provided that
such written notice is preceded by consultation between the Parties. In the
event of a termination of the Agreement, the Government shall have a paid up
license to use for Governmental purposes, CATEGORY C data (as defined in Article
VIII of this Agreement) developed under this Agreement. The Government, acting
through its Agreement Administrator, and H Power will negotiate in good faith a
reasonable equitable adjustment. Failure of the Parties to agree to an equitable
adjustment will be resolved pursuant to Article VI.

C.   Extending the Terms

The Parties may extend by mutual written agreement the term of this Agreement if
funding availability and/or research opportunities reasonably warrant. Any
extension shall be formalized through modification of the Agreement by the
Agreement Administrator and the H Power Contract Representative.

ARTICLE III:  MANAGEMENT OF THE PROJECT

A.   Management and Program Structure

H Power shall be responsible for the overall technical and program management of
the Program, and technical planning and execution shall remain with H Power- The
Government Program Manager shall provide recommendations to Program
developments, technical collaboration and be responsible for the review and
verification of the Payable Milestones.

B.   Program Management Planning Process

     1. Initial Program Plan: H Power will follow the initial program plan that
is contained in the Statement of Work (Attachment 1), and the Schedule of
Payments and Payable Milestones (Attachment 3).

     2. Overall Program Plan Annual Review

<PAGE>

          (a) H Power, with the Government Program Manager's review, will
prepare an overall Annual Program Plan in the first quarter of each Agreement
year. For this purpose, each consecutive twelve (12) month period from (and
including) the month of execution of the Agreement during which the Agreement
shall remain in effect shall be considered an "Agreement year". The Annual
Program Plan will be presented and reviewed at an annual site review which will
be attended by H power management, the Government Program Manager, and senior
Government management as appropriate. H Power, with Government participation and
review, shall prepare a final Annual Program Plan.

          (b) The Annual Program Plan provides a detailed schedule of research
activities, commits H Power to use its best efforts to meet specific performance
objectives, includes forecasted expenditures and describes Payable Milestones.
The Annual Program Plan will consolidate all prior adjustments in the Program
Schedule, including revisions/modifications. Recommendations for changes,
revisions or modifications to the Agreement which result from the Annual Review
shall be made in accordance with the provisions of Article III, Section C.

C.   Modifications

     1. As a result of quarterly meetings, annual reviews, or at any time during
the term of the Agreement, research progress or results may indicate that a
change in the Statement of Work and/or the Payable Milestones, would be
beneficial to program objectives. Recommendations for modification, including
justifications to support any changes to the Statement of Work and/or Payable
Milestones, will be documented in a letter and submitted by H Power to the
Government Program Manager with a copy to the Government Agreement
Administrator. This Documentation letter will detail the technical,
chronological, and financial impact of the proposed modification to the research
program. H Power shall approve any Agreement modification. The Government is
not obligated to pay for additional or revised Payable Milestones until the
Payable Milestone Schedule (Attachment 3) is formally revised by the Government
Agreement Administrator and made part of this Agreement.

     2. The Government Program Manager shall be responsible for the review and
verification of any recommendations to revise or otherwise modify the Agreement
Statement of Work, Schedule of Payments or Payable Milestones, or other proposed
changes to the terms and conditions of this Agreement.

     3. For minor or administrative Agreement modifications (e.g. changes in the
paying office or appropriation data, changes to Government or H Power personnel
identified in the Agreement, etc.) no signature is required by H Power.

ARTICLE IV:   AGREEMENT ADMINISTRATION

Administrative and contractual matters under this Agreement shall be referred to
the following representatives of the parties:

<PAGE>

GOVERNMENT AGREEMENT ADMINISTRATOR: Ana M. Kimberly, Contracting Officer, (703)
325-5800

H POWER CONTRACT REPRESENTATIVE: Arthur Kaufman, Vice President, (201) 450-4400

Technical matters under this Agreement shall be referred to the following
representatives:

GOVERNMENT PROGRAM MANAGER: James E. Stephens, Jr., Project Engineer, (703)
704-2006 (CECOM Ft. Belvoir)

H POWER PROGRAM MANAGER:  Peter Terry, Principal Investigator, (201) 450-4400

Each party may change its representatives named in this Article by written
notification to the other party.

ARTICLE V: OBLIGATION AND PAYMENT

A.   Obligation

     1. The Government's liability to make payments to H Power is limited to
only those funds obligated under this Agreement or by amendment to the
Agreement.

     2. If modification becomes necessary in performance of this Agreement,
pursuant to Article III, paragraph B, the Government Agreement Administrator
and H Power's Contract Representative shall execute a revised Schedule of
Payable Milestones consistent with the then current Program Plan.

B.   Payments

     1. Prior to submission of invoices to the Government, H Power shall
have and maintain an established accounting system which complies with generally
accepted accounting principles, and with the requirements of this Agreement; and
shall ensure that appropriate arrangements have been made for receiving,
distributing and accounting for Federal funds. Consistent with this, an
acceptable accounting system will be one in which all cash receipts and
disbursements are controlled and documented properly.

     2. H Power shall document the accomplishments of each Payable Milestone by
submitting the Payable Milestones Report required by Attachment 2, Part D. H
Power shall submit an original and five (5) copies of all, invoices to the
Government Agreement Administrator for payment approval- After written
verification of the accomplishment of the Payable Milestone by the Government
Program Manager, and Approval by the Government Agreement Administrator, the
invoices will be forwarded to the payment office within thirty (30) calendar
days of receipt of the invoices by the Government. PAYMENTS WILL BE MADE BY
DEFENSE ACCOUNTING OFFICE (DFAS-IN-AKA) ATTN: VENDOR PAY, 8899 EAST 56TH STREET,
INDIANAPOLIS, IN 46249-1325 within ten (10) calendar days of the

<PAGE>

Government's transmittal. Subject to change only through written
Agreement modification, payment shall be made to H Power to the address set
forth below:

     H POWER PAYMENT ADDRESS: H POWER CORPORATION, 60 MONTGOMERY STREET,
BELLEVILLE NJ 07109

     4. Payments shall be made no more frequently than quarterly in the amounts
set forth in Attachment 3 (B) "Detailed Schedule of Payable Milestones",
provided the Government Program Manager has verified the accomplishment of the
Payable Milestones. It is recognized that the quarterly accounting of current
expenditures reported in the "Quarterly Business Status Report" submitted in
accordance with Attachment 2 is not necessarily intended or required to match
the Payable Milestones until submission of the final Report; however, payable
milestones shall be revised during the course of the program to reflect current
and revised project expenditures.

     5. Limitation of Funds: In no case shall the Government's financial
obligation exceed the amount allotted to this Agreement.

     6. Financial Records and Reports: H Power shall maintain adequate records
to account for Federal funds received under this Agreement. Upon completion or
termination of this Agreement, whichever occurs earlier, the H Power Contract
Representative shall furnish to the Government Agreement Administrator a copy of
the final report required by Attachment 2, Part E. H Power's relevant financial
records are subject to examination or audit on behalf of the Government by the
Government for a period not to exceed three (3) years after expiration of the
term of this Agreement. The Government Agreement Administrator or designee shall
have direct access to sufficient records and information of H Power, to ensure
full accountability for all funding under this Agreement. Such audit,
examination, or access shall be performed during business hours on business days
upon prior written notice and shall be subject to the security requirements of
the audited party.

ARTICLE VI:  DISPUTES

A.   General

Parties shall communicate with one another in good faith and in a timely and
cooperative manner when raising issues under this Article.

B.   Dispute Resolution Procedures

     1. Any disagreement, claim or dispute between the Government and H Power
concerning question of fact or law arising from or in connection with this
Agreement, and, whether or not involving an alleged breach of this Agreement,
may be raised only under this Article.

     2. Whenever disputes, disagreements or misunderstandings arise, the Parties
shall attempt to resolve the issue(s) involved by discussion and mutual
agreement as soon as practicable. In no event shall a

<PAGE>

dispute, disagreement or misunderstanding which arose more than three (3) months
prior to the notification made under subparagraph B. 3 of this Article
constitute the basis for relief under this Article unless the Government
Contract Administrator in the interests of justice waives this requirement.

     3. Failing resolution by mutual agreement, the aggrieved Party shall
document the dispute, disagreement or misunderstanding by notifying the other
Party (through the Government Agreement Administrator or H Power Contract
Representative, as the case may be) in writing of the relevant facts,
identify unresolved issues, and specify the clarification or remedy sought.
Within five (5) working days of providing notice to the other Party, the
aggrieved Party may, in writing, request a decision by the Government
Agreement Administrator. The other Party shall submit a written position on
the matter(s) in dispute within thirty (30) calendar days after being
notified that a decision has been requested. The Government Agreement
Administrator shall conduct a review of the matter(s) in dispute and render a
decision in writing within thirty (30) calendar days of receipt of such
written position. Any such decision is final and binding unless a Party
shall, within thirty (30) calendar days request further review as provided in
this Article.

     4. Upon written request to the Government Agreement Administrator made
within thirty (30) calendar days or upon unavailability of a joint decision
under subparagraph B.3 above, the dispute shall be further reviewed. The
Government Agreement Administrator may elect to conduct this review personally
or through a designee or jointly with a representative of the other Party who is
a CEO or a similar official agreed to by the Government. Following the review,
the Government Contract Administrator or designee will resolve the issue(s) and
notify the Parties in writing.  Such resolution is not subject to further
administrative review and, to the extent permitted by law, shall be final and
binding.

C.   Limitation of Damages

Claims for damages of any nature whatsoever pursued under this Agreement shall
be limited to direct damages only up to the aggregate amount of Government
funding dispersed as of the time the dispute arises. In no event shall the
Government be liable for consequential, punitive, special and incidental
damages, claims for lost profits, or other indirect damages. H Power disclaims
any liability fox consequential, indirect, or special damages, except when such
damages are caused by willful misconduct of H Power personnel. In no event shall
H Power's liability under this Agreement exceed the funding it has received up
to the time of incurring such liability.

ARTICLE VII:  PATENT RIGHTS

A.   Definitions

<PAGE>

     1. "Invention" means any invention or discovery which is or may be
patentable or otherwise protectable under title 35 of the United States Code.

     2. "Made" when used in relation to any invention means the conception or
first actual reduction of practice of such invention.

     3. "Practical application" means to manufacture, in the case of a
composition of product; to practice, in the case of a process or method, or to
operate, in the case of a machine or system; and, in each case, under such
conditions as to establish that the invention is capable of being utilized, and
that its benefits are, to the extent permitted by law or Government regulations,
available to the public on reasonable terms.

     4. "Subject invention" means any invention of H Power or its subcontracted
team members conceived in the performance of work under this Agreement.

B.   Allocation of Principal Rights

Unless H Power shall have notified the government (in accordance with
subparagraph C.2 below) that H Power does not intend to retain title, H Power
shall retain the entire right, title, and interest throughout the world to each
subject invention consistent with the provisions of this Article and 35 U.S.C.
203. With respect to any subject invention in which H Power retains title, the
Government shall have a non-exclusive, nontransferable, irrevocable, paid-up
license to practice or have practiced on behalf of the United states for
Government purposes only the subject invention throughout the world, except for
subject inventions identified in Attachment 6. Such license shall begin ten (10)
years after completion or termination of the Agreement, whichever comes first.
Notwithstanding the above, H Power may elect to provide full or partial rights
that it has retained to other parties. The subject inventions in Attachment 6
shall not be subject to the terms and conditions of Article VII, Subparagraphs
C, D, E, F, and H.

C. Invention Disclosure, Election of Title, and Filing of Patent Application

     1. H Power shall disclose each subject invention to the Government within
four (4) months after the inventor discloses it in writing to his company
personnel responsible for patent matters. The disclosure to the Government shall
be in the form of a written report and shall identify the Agreement under which
the invention was made and the identity of the inventor(s). It shall be
sufficiently complete in technical detail to convey a clear understanding to the
extent known at the time of the disclosure, of the nature, purpose, operation,
and the physical, chemical, biological, or electrical characteristics of the
invention. The disclosure shall also identify any publication, sale, or public
use of the invention and whether a manuscript describing the invention has been
submitted for publication and, if so, whether it has been accepted for
publication at the time of disclosure.

<PAGE>

     2. If H Power determines that it does not intend to retain title to any
such invention,. H Power shall notify the Government, in writing, within eight
(8) months of disclosure to the Government. However, in any case where
publication, sale, or public use has been initiated the one (1) year statutory
period wherein valid patent protection can still be obtained in the United
States, the period for such notice may be shortened by the Government to a date
that is no more than sixty (60) calendar days prior to the end of the statutory
period.

     3. H Power shall file its initial patent application on a subject invention
to which it elects to retain title within one (1) year after election of title
or, if earlier, prior to the end of the. statutory period wherein valid patent
protection can be obtained in the United States after a publication, or sale, or
public use, provided however, that H Power may, after giving written notice to
the Government, elect to keep a subject invention as a trade secret if H Power
determines this is consistent with the commercialization goals of this Agreement
which are appropriate from RCT standard business practices. H Power may elect to
file applications in additional countries (including the European Patent office
and the Patent Cooperation Treaty) within either ten (10) months of the
corresponding initial patent application or six (6) months from the date
permission is granted by the Commissioner of patents and trademarks to file
foreign patent applications, where such filing has been prohibited by a Secrecy
Order.

     4. Requests for extension of the time for disclosure election, and filing
under Article VIII, paragraph C, may, at the discretion. of the Government, and
after considering the position of H Power, be granted.

D.   Conditions when the Government may Obtain Title

Upon the Government's written request, H Power shall convey title to any subject
invention to the Government under any of the following conditions:

     1. H Power fails to disclose or elects not to retain title to the subject
invention within the times specified in paragraph C of this Article; provided,
that the Government may only request title within sixty (60) calendar days after
learning of the failure of H Power to disclose or elect within the specified
times.

     2. In those countries in which H Power fails to file patent applications
within the times specified in paragraph C of this Article; provided, that if H
Power has filed a patent application in a country after the times specified in
paragraph C of this Article, but prior to its receipt of the written request by
the Government, H Power shall continue to retain title in that country; or

     3. In any country in which H power decided not to continue the prosecution
of any application for, to pay the maintenance fees on, or defend in
reexamination or opposition proceedings on, a patent on a subject invention.

<PAGE>

E. Minimum Rights to H Power and Protection. of H Power's Right to File

     1. H Power shall retain a non-exclusive, royalty-free license throughout
the world in each subject invention to which the Government obtains title,
except if H power fails to disclose the invention within the times specified in
paragraph C of this Article. The H Power license extends to the domestic
(including Canada) subsidiaries and affiliates, if any, of H Power affiliates
within the corporate structure of which H Power is a party and includes the
right to grant licenses of the same scope to the extent that H Power was legally
obligated to do so at the time the Agreement was awarded. The license is
transferable only with the approval of the Government, except when transferred
to the successor of that part of the business to which the invention pertains.
The Government approval for license transfer shall not be unreasonably withheld.

     2. The H Power domestic license may be revoked or modified by the
Government to the extent necessary to achieve expeditious practical application
of subject invention pursuant to an application for an exclusive license
submitted consistent with appropriate provisions at 37 CFR Part 404, provided
that such revocation or modification shall not take place less than five (5)
years after the end of the term of the Agreement. This license shall not be
revoked in that field of use or the geographical areas in which H Power has
achieved practical application and continues to make the benefits of the
invention reasonably accessible to the public. The license in any foreign
country may be revoked or modified at the discretion of the Government to the
extent H power, its licensees, or the subsidiaries or affiliates have failed to
achieve practical application in that foreign country.

     3. Before revocation or modification of the license, the Government shall
furnish H Power a written notice of its intention to revoke or modify the
license, and H Power shall be allowed thirty (30) calendar days (or such other
time as may be authorized for good cause shown) after the notice to show cause
why the license should not be revoked or modified.

F.   Action to Protect the Government's Interest

     1. H Power agrees to execute or to have executed and promptly deliver to
the Government all instruments necessary to (i) establish or confirm the rights
the Government has throughout the world in those subject inventions to which H
Power elects to retain title, and (ii) convey title to the Government when
requested under paragraph D of this Article and to enable the Government to
obtain patent protection throughout the world in that subject invention.

     2. H Power agrees to require, by written agreement, that employees working
on the Program, other than clerical and nontechnical employees, agree to
disclose promptly, in writing, to personnel identified as responsible for the
administration of patent matters, each subject invention made under this
Agreement in order that H Power can

<PAGE>

comply with the disclosure provisions of paragraph C of this Article. H Power
shall instruct employees, through employee agreements or other suitable
educational programs, on the importance of reporting inventions in sufficient
time to permit the filing of patent applications prior to U.S. or foreign
statutory bars.

     3. H Power shall notify the Government of any decisions not to continue the
prosecution of a patent application, pay maintenance fees, or defend in a
reexamination or opposition proceedings on a patent, in any country, not less
than thirty (30) calendar days before the expiration of the response period
required by the relevant patent office.

     4. H Power shall include, within the specification of any United States
patent application and any patent issuing thereon covering a subject invention,
the following statement: "This invention was made with government support under
Agreement no.DAAB07-98-A-0001 awarded by CECOM/DARPA. The Government has certain
rights in this invention."

G.   Lower Tier Agreements

     1. H Power shall include this Article, suitably modified, to identify the
Parties, in all subcontracts or lower tier agreements, regardless of tier, for
experimental, developmental, or research work.

     2. In the case of a lower tier agreement with a vendor, at any tier, the
Government, the vendor, and H Power agree that the mutual obligations of the
parties created by this Article flow down to the vendor and constitute an
agreement between the vendor and the Government with respect to the matters
covered by this Article.

H.   Reporting on Utilization of Subject Inventions

H Power agrees to submit, during the term of this Agreement, periodic reports no
more frequently than annually on the utilization of a subject invention or upon
efforts at obtaining such utilization of a subject invention or on efforts at
obtaining such utilization that are being made by H Power or licensees or
assignees of the inventor. Such reports shall include information regarding the
status of development, date of first commercial sale or use, gross royalties
received by H power subcontractor(s), and such other data and information as the
agency may reasonably specify H Power also agrees to provide additional reports
as may be requested by the Government in connection with any march-in
proceedings undertaken by the Government in accordance with paragraph J of this
Article. Consistent with 35 U.S.C. 202(c)(5), the Government agrees it shall not
disclose such information to persons outside the Government without permission
of H Power.

I.   Preference for American Industry

Notwithstanding any other provision of this clause, H Power agrees that it shall
not grant to any person the exclusive right to use or sell any subject invention
in the United States or Canada unless such person agrees that any product
embodying the subject invention or produced

<PAGE>

through the use of the subject invention shall be manufactured substantially in
the United States and Canada. However, in individual cases, the requirements for
such an agreement may be waived by the Government upon a showing by H Power that
reasonable but unsuccessful efforts have been made to grant licenses on similar
terms to potential licensees that would be likely to manufacture substantially
in the United States or that, under the circumstances, domestic manufacture is
not commercially feasible.

J.   March-in Rights

H Power agrees that, with respect to any subject invention in which it has
retained title, the Government has the right to require H Power, an assignee, or
exclusive licensee of a subject invention to grant a nonexclusive license to a
responsible applicant or applicants, upon terms that are reasonable under the
circumstances; and if H Power, assignee, or exclusive licensee refuses such a
request, the Government has the right to grant such a license itself if the
Government determines that:

     1. Such action is necessary because H Power or assignee has not taken, or
is not expected to take within a reasonable time, effective steps to achieve
practical application of the subject invention, a reasonable time being no less
than five (5) years from the end of the term of this Agreement.

     2. Such action is necessary to alleviate health or safety needs which are
not reasonably satisfied by H Power, assignee, or their licensees;

     3. Such action is necessary to meet requirements for public use and such
requirements are not reasonably satisfied by H Power, assignee, or licensee; or

     4. Such action is necessary because the agreement required by paragraph (I)
of this article has not been obtained or waived or because a licensee of the
exclusive right to use or sell any subject invention in the United States is a
breach of such Agreement.

ARTICLE VIII:  DATA RIGHTS

A.   Additional Definitions

     1. "Government purpose license rights" (GPLR), as used in this Article,
means rights to use, duplicate, or disclose data, in whole or in part and in any
manner, for Government purposes only, and to have or permit others to do so for
Government purposes only. Government purposes include competitive procurement,
but do not include the right to have or permit others to use technical data for
commercial purposes.

     2. "Unlimited rights", as used in this Article, means rights to use,
duplicate, release, or disclose technical data or computer software in whole or
in part, in any manner and for any purposes whatsoever, and to have or permit
others to do so.

<PAGE>

     3. "Data", as used in this Article, means recorded information, regardless
of form or method of recording, which includes but is not limited to, technical
data, software, trade secrets, and mask works.  The term does not include
computer software or data incidental to agreement administration, such as
financial and/or management information.

     4. "Technical Data", as used in this Article, means recorded information,
regardless of the form or method of the recording of a scientific or technical
nature (including computer software documentation). The term does not include
computer software or data incidental to agreement administration, such as
financial and/or management information.

B.   Data categories

The Parties agree to the following categories of Data.

     1. Category A is H Power developed and privately funded data to which H
Power retains all rights.

     2. Category B is H Power developed and Government funded data which cannot
be disclosed without compromising H Power Category A data.

     3. Category C is H Power data developed under this Agreement, excluding
Category A and B data.

C.   Allocation of Principal Rights

     1. This Agreement shall be performed with mixed Government and H Power
funding. The Parties agree that in consideration for Government funding, and in
lieu of any Government rights to Categories A or B (except as contained in
subparagraph C.3 below) Data, H Power intends to reduce to practical application
materials and processes developed under this Agreement.

     2. No deliveries in Category A or B are contemplated or required under this
Agreement; therefore, no rights in Category A and B data shall be granted to the
Government, except as contained in subparagraph C.3 below. There are no category
A or B data identified at the time of execution of the Agreement.

     3. In the event H Power does not reduce to practical application items,
components, and processes developed under this Agreement within five (5) years
after termination of this Agreement, the Government shall have Government
Purpose License Rights to Category B data for a period of five (5) years after
termination of the Agreement, after which five (5) year period, the Government
shall have Unlimited Rights to Category B Data.

     4. The Government shall have Government Purpose License Rights to Category
C Data. Such rights shall become effective ten (10) years after completion or
termination of this Agreement, which ever occurs first.

<PAGE>

     5. H Power will prepare a list of Category A and B data for incorporation
into this Agreement for the first year within a reasonable period following the
award of this Agreement and subsequent years, as part of the annual planning
process described in Article III. Following mutual agreement of the Parties on
the list of Category A and B data, the Government Agreement Administrator will
incorporate this list by written modification.

D.   Marking of Data

Any data delivered under this Agreement shall be marked with the following
legend:

Use, duplication, or disclosure is subject to the restrictions as stated in
Agreement DAAB07-98-A-0001 between the Government and H Power.

E.   Lower Tier Agreements

H Power agrees to include this Article, suitably modified, to identify the
Parties, in all subcontracts or lower tier agreements, regardless of tier, for
experimental, developmental, or research work.

ARTICLE IX:  FOREIGN ACCESS TO TECHNOLOGY

A.   Definition

     "Foreign Firm or Institution" means a firm or institution organized or
existing under the laws of a country other than the United States, its
territories, or possessions. The term includes, for purposes of this Agreement,
any agency or instrumentality of a foreign government; and firms, institutions
or business organizations which are owned or substantially controlled by foreign
governments, firms, institutions, or individuals.

     "Know-How" means all information including, but not limited to discoveries,
formulas, materials, inventions, processes, ideas, approaches, concepts,
techniques, methods, software, programs, documentation, procedures, firmware,
hardware, technical data, specifications, devices, apparatus and machines.

     "Technology" means discoveries, innovations, Know-How and inventions,
whether patentable or not, including computer software, recognized under U.S.
law as intellectual creations to which rights of ownership accrue, including,
but not limited to, patents, trade secrets, maskworks, and copyrights.

B.   General

The Parties agree that research findings and technology developments arising
under this Agreement may constitute a significant enhancement to the national
defense, and to the economic vitality of the United States. Accordingly, access
to important technology developments under this Agreement by Foreign Firms or
Institutions must be carefully controlled.

<PAGE>

The controls contemplated in this Article are in addition to, and are not
intended to change or supersede, the provisions of the International Traffic in
Arms Regulation (22 CFR pt. 121 et seq.), the DoD industrial Security
Regulation (DoD 5220.22-R) and the Department of Commerce Export Regulation (15
CFR pt. 770 et seq.).

C.   Restrictions on Sale or Transfer of Technology to Foreign Firms or
Institutions

     1. In order to promote the national security interests of the United States
and to effectuate the policies that underlie the regulations cited above, the
procedures stated in paragraphs C.2, C.3, and C.4 below shall apply to any
transfer of Technology. For purposes of this paragraph, a transfer includes a
sale of the company, and sales or licensing of Technology. Transfers do not
include:

          (a) sales of products or components, or

          (b) licenses of software or documentation related to sales of products
or components, or

          (c) transfer to foreign subsidiaries of H power for purposes related
to this Agreement, or

          (d) transfer which provides access to Technology to a Foreign Firm or
Institution which is an approved source of supply or source for the conduct of
research under this Agreement provided that such transfer shall be limited to
that necessary to allow the firm or institution to perform its approved role
under this Agreement.

     2. H Power shall provide timely notice to the Government of any transfers
of Technology developed under this Agreement to Foreign Firms or Institutions.
If the Government determines that the transfer may have adverse consequences to
the national security interests of the United States, H Power, its vendors, and
the Government shall jointly endeavor to find alternatives to the proposed
transfer which obviate or mitigate potential adverse consequences of the
transfer but which provide substantially equivalent benefits to H Power.

     3. In any event, H power shall provide written notice to the Government
Program Manager and Agreement Administrator of any proposed transfer to a
foreign firm or institution at least sixty (60) calendar days prior to the
proposed date of transfer. Such notice shall cite this Article and shall state
specifically what is to be transferred and the general terms of the transfer.
Within thirty (30) calendar days of receipt of H Power's written notification,
the Government Agreement Administrator shall advise H Power whether it consents
to the proposed transfer. In cases where the Government does not concur or sixty
(6o) calendar days after receipt and the Government provides no decision., H
Power may utilize the procedures under Article VI, Disputes. No transfer shall
take place until a decision is rendered.

     4. Except as provided in subparagraph C.1 above and in the event the
Transfer of Technology to a Foreign Firm or institution is approved by the
Government, H Power shall (a) refund to the Government funds paid for the
development of the Technology and (b) negotiate a

<PAGE>

license with the Government to the Technology under terms that are reasonable
under the circumstances.

D.   Lower Tier Agreements

H Power agrees to include this Article, suitably modified, to identify the
Parties, in all subcontracts or lower tier agreements, regardless of tier, for
experimental, development or research work.

ARTICLE X:  OFFICIALS NOT TO BENEFIT

No member of or delegate to Congress, or resident commissioner, shall be
admitted to any share or part of this Agreement, or to any benefit arising from
it. However, this clause does not apply to this Agreement to the extent that
this Agreement is made with a Corporation for the Corporation's general benefit.

ARTICLE XI:  CIVIL RIGHTS ACT

This Agreement is subject to the compliance requirements of Title VI of the
Civil Rights Act of 1964 as amended (42 U.S.C. 2000-d) relating to
nondiscrimination in Federally assisted programs. H Power has signed an
Assurance of Compliance with the nondiscriminatory provisions of the Act.

ARTICLE XII:  EXECUTION

This Agreement constitutes the entire agreement of the Parties and supersedes
all prior and contemporaneous agreements, understandings, negotiations and
discussions among the Parties, whether oral or written, with respect to the
subject matter hereof. This Agreement may be revised only by the written consent
of H Power and the Government Agreement Administrator. This Agreement, or
modifications thereto, may be executed in counterparts each of which shall be
deemed as original, but all of which taken together shall constitute one and the
same instrument.

<PAGE>

                                  ATTACHMENT 1

                             STATEMENT OF WORK (SOW)

BACKGROUND: The Dual Use Application Program is a Government - Industry cost
share program sponsored by the Defense Advanced Research Projects Agency
(DARPA). The purpose of this program is to develop new technologies which can be
utilized for both military and commercial applications.

There is currently a need in the military for a small, light weight,
refuelable/rechargeable, reliable power source for the soldier on-the-move. Many
pieces of the soldier's equipment such as radios, transmitters, receivers, etc.
are characterized by a high peak-to-average ratio power profile. This equipment
is typically powered by either primary on rechargeable batteries. However, the
cost, weight, and numbers of primary batteries required for a single mission is
prohibitive; and the energy density of rechargeable batteries combined with a
dearth of battery chargers available to the soldier on-the-move makes the
rechargeable battery scenario unattractive.

One possible solution to this problem is the concept of a fuel cell/battery
hybrid power source. This combines the high energy density of a fuel cell to
provide nominal power for the mission as well as battery charging power, and the
high power density of a rechargeable battery to provide peak power.

This is a cooperative effort between the Government [DARPA and
Communications-Electronics Command (CECOM)] and H Power Corp. to design and
fabricate one Mark I prototype hybrid power source to demonstrate the fuel
cell/battery hybrid concept. The Government will contribute 50% of the cost
(25% DARPA and 25% CECOM) and H Power Corp. will contribute 50% of the cost. All
contributions are cash as opposed to in-kind contributions. The duration of the
effort is eighteen (18) months. Key Milestones for this effort are System
requirements and application identification and definition, preliminary design
review, final design review, test plan submission, test and delivery of one Mark
I prototype hybrid power source, and final report.

STATEMENT OF WORK: The contractor, H Power Corp., shall provide all the
necessary labor, materials, and facilities required to perform the work and
services needed to develop one Mark I prototype fuel cell/battery hybrid power
source in accordance with the provisions of this agreement. H Power shall
provide written quarterly status reports throughout the duration of this effort.
The Statement of Work (SOW) is divided into four tasks as follows.

TASK 1 - HYBRID SYSTEM APPLICATION IDENTIFICATION AND DEFINITION.

The Government (CECOM) will provide initial guidance regarding specific military
applications and technical requirements associated with each

<PAGE>

application. Based on this Government input, H Power shall initiate and
complete an iterative process with the Government and H Power's commercial
clients to identify and define dual use application(s) for a fuel cell/battery
hybrid power source. After the application(s) are defined, the contractor shall
define the technical requirements with guidance from the Government and the
contractor's commercial clients. The contractor shall provide, as a deliverable,
documentation of the selected dual use application(s) and a list of the
technical requirements for the hybrid power source.

TASK 2 - SYSTEM ANALYSIS AND OPTIMIZATION.

Prior to completion of Task 1, H Power shall analyze the hybrid power source by
utilizing all available technical data, past experience, and computer models to
establish baseline design parameters which meet the general system requirements
identified herein. After completion of Task 1, H power shall optimize the hybrid
power source via computer simulation and past experience to select the
components which meet the general system requirements and the technical
requirements generated as a result of the Task 1 effort. After the system
analysis and optimization is completed, H Power shall hold a preliminary design
review to allow discussion and comments or adjustments to the design H Power
shall provide, as a deliverable, a preliminary design review report with
narrative section explaining the design concept along with electrical
schematic(s), flow chart(s), preliminary sketch(s) or drawing(s), and
battery/fuel cell load share predictions.

TASK 3 - SUB-SYSTEM/COMPONENT DESIGN AND DEVELOPMENT.

H Power shall provide for the design, development, and fabrication of all hybrid
system components and sub-systems which are not commercially available
"off-the-shelf". After the sub-system and component design and development is
complete and prior to fabrication, H Power shall hold a final design review. H
Power shall provide, as a deliverable, a final design review report which
includes a narrative description of the final design, explanations of any
changes from the preliminary design, electrical schematic(s), flow chart(s),
sketches and drawings, and a complete parts list with technical specifications
and prototype cost for each part.

TASK 4 - DEMONSTRATION SYSTEM INTEGRATION AND TEST.

After the final design review, H Power shall construct a breadboard system to
allow for any required bench testing of the hybrid power source components,
sub-systems, and system. Concurrently, H Power shall develop and submit a test
plan to assess the ability of the Mark I system to meet all of the general
requirements contained herein and the technical requirements generated as a
result of the Task 1 effort (including requirements for EMI, Noise, and Shock
and Vibration). Testing shall include but not be limited to Bench testing and
Performance testing at various ambient conditions of the breadboard unit; and
EMI, Noise, Shock and Vibration and Performance at various ambient temperatures
of the Mark I unit. The Government will review the test plan within 10 business
days and either approve or have the

<PAGE>

contractor adjust the test plan. The contractor shall complete all adjustments
to the test plan within 10 days after receipt of written notification from the
Government of any adjustments. H Power shall construct and package the
components to make the Mark I prototype hybrid power source. The contractor
shall provide, as deliverables, the Mark I prototype hybrid power source, a
final report including all test data and any comments or recommendations for
system improvements, and written instructions for the safe operation and
maintenance of the Mark I hybrid power source.

GENERAL REQUIREMENTS FOR THE FUEL CELL/BATTERY HYBRID POWER SOURCE:

The fuel cell/battery hybrid power source shall meet the following general
requirements:

     1. The hybrid power source shall be of modular design and shall include as
a minimum a hydrogen-air proton exchange membrane fuel cell, a rechargeable
battery, a hydrogen fuel source, power conditioning, and a control system.

     2. The fuel cell shall provide nominal mission power plus sufficient power
to recharge the battery.

     3. The battery shall be capable of handling intermittent short power bursts
of a magnitude at least twice the nominal power.

     4. The hybrid power source shall be refuelable.

     5. The design shall incorporate all safety and human factors features
required for the safe operation and maintenance of the hybrid power source.

     6. The hybrid power source shall have commercial and military applications.

SCHEDULE: The schedule shall be identical to that which is attached to this
document.

<PAGE>

                                  ATTACHMENT 2

                               REPORT REQUIREMENTS

A.   QUARTERLY REPORTS

     On or before ninety (90) days after effective date of the Agreement and
quarterly thereafter throughout the term of the Agreement, H Power shall submit
or otherwise provide a quarterly report. Two (2) copies shall be submitted or
otherwise provided to the Government Agreement Administrator, and one (1) copy
shall be submitted to the Government Program Manager.

     1. Technical Status Report. The technical status report will detail
technical progress to date and report on all problems, technical issues or major
developments during the reporting period. The technical status report will
include a report on the status of activities during the reporting period.

     2. Business Status Report. The business status report shall provide
summarized details of the resource status of this Agreement, including the
status of the contributions by the participants. This report will include a
quarterly accounting of current expenditures as outlined in the Annual Program
Plan. Any major deviations shall be explained along with discussions of the
adjustment actions proposed.

B.   ANNUAL PROGRAM PLAN DOCUMENT

     H Power shall submit or otherwise provide to the Government Program
Manager one (1) copy of a report which describes the Annual Program Plan as
described in Article III, Section  B. This document shall be submitted not
later than sixty (6) calendar days following the Annual Site Review as
described in Article III, Section B.

C.   TECHNICAL REPORTS

     H Power shall submit or otherwise provide to the Government Program Manager
one (1) copy of each of the following technical reports: the Task 1 deliverable
report, the preliminary design review report, the final design review report,
and the Mark I prototype test plan (all of these are described in Attachment 1).

D.   PAYABLE MILESTONE REPORTS

<PAGE>

     H Power shall submit or otherwise provide to the Government Program
Manager, documentation describing the extent of accomplishment of Payable
Milestones. This information shall be as required by Article V, paragraph B and
shall be sufficient for the Government Program Manager to reasonably verify the
accomplishment of the milestone of the event in accordance with the Statement of
Work (attachment 1).

E.   FINAL REPORT

     1. H Power shall submit or otherwise provide a Final Report as described in
the Statement of Work (Attachment 1) which makes full disclosure of all major
developments by H Power within sixty (60) calendar days of completion or
termination of this Agreement.  With the approval of the Government Program
Manager, reprints of published articles may be attached to the Final Report. Two
(2) copies shall be submitted or otherwise provided to the Government Program
Manager and two (2) copies shall be submitted or otherwise provided to the
Government Agreement Administrator.

     2. The Final Report shall be marked with a distribution statement to denote
the extent of its availability for distribution, release, and disclosure without
additional approvals or authorizations. The Final Report shall be marked on the
front page in a conspicuous place with the following:

     "DISTRIBUTION STATEMENT. Distribution authorized to U.S. Government
agencies only in order to protect information not owned by the U.S. Government
and protected by a contractor's "limited rights" statement, or received with the
understanding that it not be routinely transmitted outside the U.S. Government.
Other requests for this document shall be referred to CECOM RDEC (Attn:
AMSEL-RD-C2-PD-E) Ft. Belvoir, VA 22060-5817)."

<PAGE>

                                  ATTACHMENT 3

                   SCHEDULE OF PAYMENTS AND PAYABLE MILESTONES

A.   SCHEDULE OF PAYMENTS

<TABLE>
<CAPTION>
QUARTER                 GOVERNMENT PAYMENT                     H POWER PAYMENT
-------                 ------------------                     ---------------
<S>                     <C>                                 <C>
FIRST                   $          33,277                   $            33,277
SECOND                  $          78,412                   $            78,412
THIRD                   $          68,484                   $            68,484
FOURTH                  $          35,989                   $            35,989
FIFTH                   $         103,717                   $           103,717
SIXTH                   $          79,726                   $            79,726
                        -----------------                   -------------------

TOTALS                  $         399,605                   $           399,605
</TABLE>


B.   DETAILED SCHEDULE OF PAYABLE MILESTONES

<TABLE>
<CAPTION>
TASK       MONTH     PAYABLE MILESTONE         GOV'T SHARE         H POWER SRARE
----       -----     -----------------         -----------         -------------
<S>           <C>                            <C>                  <C>
1&2           3      KICK-OFF PROGRAM        $       33,277       $      33,277
1,2,3         6      TASK 1 DELIVER.         $       78,412       $      78,412
2&3           9      PREL. DES. REV.         $       68,484       $      68,484
3            12      FINAL DES. REV.         $       35,989       $      35,989
3&4          15      TEST PLAN DEL'V.        $      103,717       $     103,717
4            18      MARK I & FINAL REP.     $       79,726       $      79,726
                                             --------------       -------------
TOTALS                                       $      399,605       $     399,605
</TABLE>

<PAGE>

                      Project Schedule and Milestone Chart

                                 Revised 9/3/97

                                     [CHART]

<PAGE>

                                  ATTACHMENT 4

                                FUNDING SCHEDULE

A.   PROJECTED PROGRAM FUNDING COMMITMENTS

<TABLE>
<CAPTION>
                  FISCAL YEAR          GOVERNMENT FUNDING        H POWER FUNDING
                  -----------          ------------------        ---------------
<S>                  <C>                 <C>                     <C>
                     FY 98               $     216,162           $      216,162
                     FY 99               $     183,443           $      183,443
                                         -------------           --------------

               TOTALS                    $     399,605           $      399,605
</TABLE>


B.   H POWER TEAM CONTRIBUTIONS

<TABLE>
<CAPTION>
               MEMBER                     CONTRIBUTION
               ------                     ------------
<S>                                      <C>
               H POWER                   $     399,605
               DARPA                     $     200,000
               CECOM                     $     199,605
                                         -------------
               TOTAL                     $     799,210
</TABLE>

<PAGE>

                                  ATTACHMENT 5

                 LIST OF GOVERNMENT AND H POWER REPRESENTATIVES


GOVERNMENT                 Ana M. Kimberly
                           CECOM Acquisition Center - Washington
                           2461 Eisenhower Avenue
                           Alexandria, VA 22331-0700
                           Phone (703) 325-5800
                           Fax (703) 325-4995

                           James E. Stephens, Jr.
                           CECOM Research & Development Center South
                           Environmental Systems Branch
                           10108 Gridley Road, Suite 1
                           Fort Belvoir, VA 22060-5817
                           Phone (703) 704-2006
                           Fax (703) 704-3794

H POWER                    Arthur Kaufman
                           Vice President
                           H Power Corporation
                           60 Montgomery Street
                           Belleville, New Jersey 07109
                           Phone (201) 450-4400
                           Fax (201) 450-9850


<PAGE>

                                  ATTACHMENT 6

                                   PATENT LIST

                          (MUST BE PROVIDED BY H POWER)

<PAGE>

     Arthur Kaufman
     H Power Corp.
     60 Montgomery Street
     Belleville, NJ 07109
     Tel:     973-450-4400 Ext. 441
     Fax:     973-450-9850


ATTACHMENT 6:  PATENT LIST


     The following is an abstract of a patent disclosure presently being applied
for by H Power Corp. We present this as notification of this action prior to the
execution of the Dual Use Applications Program Agreement.



                           ABSTRACT OF THE DISCLOSURE


     A reactant flow system for a proton exchange membrane (PEM), hydrogen-air,
fuel cell stack, is described. The flow system includes the use of single-pass
or multi-pass, flow channels. A flow channel section having at least one
adjacent channel section whose reactant flows in an opposite direction thereto.
The system has respective reactant inlets that are effectively adjacent to
reactant outlets of the adjacent channel sections. Restrictions are used at the
reactant inlets to assure substantially uniform reactant flow among all of the
flow channels. The PEM fuel cell stack has a mechanism for removing heat
therefrom in order to prevent drying out of the electrolyte membrane.


                                    Regards,


                                    Peter L. Terry
sss