<PAGE>
                                                                   Exhibit 10.39

                       DEVELOPMENT AND SUPPLY AGREEMENT

DEVELOPMENT AND SUPPLY AGREEMENT (the "Agreement"), is made and entered into as
of this 21/st/ day of November, 2000, by and between De Nora Elettrodi SpA. an
Italian Company with its principal place of business at Milano, Italy, Via dei
Canzi 1 and its subsidiaries as specified in Exhibit A (all hereinafter referred
to as "DNE"), and Nuvera Fuel Cells, Inc., a Delaware corporation having its
principal place of business located at 35 Acorn Park, Cambridge, MA 02140,
United States of America ("Nuvera") and Nuvera Fuel Cells Europe, S.r.l., a
wholly-owned subsidiary of Nuvera and an Italian company having its principal
place of business located at via Bistolfi 35, Milan, Italy ("Nuvera Europe")
(together, the "BUYER").

                                  WITNESSETH:

WHEREAS, DNE and its subsidiaries, inter-alia De Nora North America Inc. E-Tek
Division, as specified in Exhibit A, have the capabilities of performing
Research and Development Programs in the field of Fuel Cells ("R&D"), namely in
the field of catalyzed gas diffusion electrodes ("Electrodes"), catalysts
("Catalysts"), gas diffusion or backings ("Diffusers") for use in proton
exchange membrane ("PEM") fuel cell stacks and shift catalysts ("Shift
Catalyst") for use in reformers for fuel cells systems, (collectively, "DN
Products"),

WHEREAS, DNE desires to grant exclusive access to BUYER to ongoing and future
R&D on DN Products for Fuel Cell application at no cost for BUYER, in exchange
for the validation of the new DN products resulting from R&D and DNE desires to
offer the BUYER the right to purchase exclusively ("Option") DN products
resulting from R&D (excluding Shift Catalysts), for which DNE will be the
exclusive supplier for an agreed period provided BUYER ensures reasonable
minimum purchases during that agreed period,

WHEREAS, BUYER and DNE will mutually define a validation protocol ("Protocol")
that shall be followed for the validation of DN Products and for the annual
updating of the improvement of the Specifications.

WHEREAS, DNE produces and manufactures DN Products and desires to supply BUYER
with DN Products as described in Exhibit B, meeting the specifications
("Specifications") set forth in Exhibit C, on terms no less favorable than those
under which DNE supplies or shall supply DN products to any other customer of
DNE, and DNE is willing to grant BUYER the required volumes and quantities, and,
in addition, DNE wishes to manufacture on behalf of BUYER Shift Catalyst based
on proprietary formulation of BUYER,


NOW THEREFORE, in consideration of the mutual covenants set forth herein and
other good and valuable consideration, DNE and BUYER, intending to be legally
bound, hereby agree as follows:
<PAGE>

1    RESEARCH AND DEVELOPMENT ACTIVITIES.

1.1  DNE will grant exclusive access to BUYER for the ongoing and future
     research and development ("R&D") activities related to "Electrodes",
     "Catalysts" and "Diffusers" for the use in Proton Exchange membrane
     (P.E.M.) fuel cells and "Shift Catalysts" (DN Products). For products
     resulting from R&D, once validated according to the "Protocol", the
     exclusivity provisions of this agreement as per 2.2 and 2.3 may apply, with
     the exception of Shift Catalysts for fuel processors. The purchase of Shift
     Catalysts is governed by Section 4.4. of this Agreement.

1.2  DNE will discuss with BUYER the BUYER's needs for the "PEM" improvement and
     corresponding programs.

1.3  BUYER will exclusively have access to and exclusively purchase R&D on DN
     Products from DNE. All the costs of R&D will be borne by DNE. BUYER will
     validate the DN Products resulting from R&D as per "Protocol". The
     associated costs linked to the validation activities to be conducted in
     BUYER facilities will be borne by BUYER.  For the purposes of this
     Agreement, validation shall mean the product meets the specifications and
     or requirements of BUYER.

1.5  DNE and BUYER will have no restrictions preventing either DNE or BUYER from
     conducting independent research and development on catalyzed membranes or
     catalyzed membrane/diffuser assemblies (MEAs), nor will the terms of
     exclusivity apply to these products. DNE and BUYER agree, however, to use
     best efforts to maximize reciprocal involvement in such independent R&D
     programs. Sale or purchase of these products are not covered by this
     Agreement.

2    PURCHASE AND SALE OF DN PRODUCTS; QUALITY.

2.1  BUYER will purchase DN products and DNE will sell DN products as per DNE
     catalogue on a non exclusive basis. It is intended that membranes,
     catalysed membranes and catalysed membranes/diffuser assemblies (MEA's )
     are explicitly excluded.

2.2  When BUYER validates a "DN Product" resulting from R&D, BUYER will have the
     right ("Option" to purchase exclusively such DN products resulting from
     R&D.

2.3  In case BUYER decides to exercise the "Option" for DN Products resulting
     from "R&D", after validation as per "Protocol", DNE and BUYER will
     negotiate in good faith a reasonable purchase commitment, and the exact
     terms and conditions. Should an agreement not be reached, then DNE will be
     entitled to sell that specific product to any third parties. BUYER waives
     any right to exclusivity.

2.4  Should BUYER not validate a product generated by R&D, DNE will be entitled
     to sell that specific product to any third parties. BUYER waives any right
     to exclusivity. In the future should Buyer wish to purchase the non-
     validated product, BUYER shall be granted a price determined as per Article
     4.1.
<PAGE>

2.5    Notwithstanding 2.3, DNE agrees to sell and deliver to BUYER on a non-
       exclusive basis and BUYER agrees to purchase and receive from DNE on a
       non-exclusive basis DN Products resulting from R&D at the lowest prices
       offered to its most favored customers, which in any event will be the DNE
       current market prices minus at least ten percent (10%)

2.6    In addition to the obligations of DNE set forth elsewhere in this
       Agreement, DNE's obligations are to:

(a)    Obtain all raw materials and other components and unload handle and store
       all raw materials and other components at DNE's manufacturing facilities
       at which the DN Products are manufactured;

(b)    Manufacture the DN Products;

(c)    Package the DN Products;

(d)    Prepare the DN Products for shipment;

(e)    Obtain and maintain any export license or licenses required for delivery
       of the DN Products to BUYER under this Agreement, and keep records,
       available upon request of BUYER;

(f)    Keep records available upon request of BUYER and applicable governmental
       agencies, including, without limitation, maintain records, concerning
       safety, health and environmental practices of DNE.

2.7    The DN Products supplied by DNE to BUYER under this Agreement shall
       conform at the time of shipment to the Specifications.

(a)    DNE shall test each batch of each of the DN Products after manufacturing
       and submit to the BUYER at the time of shipment of the DN Products a
       Certificate of Analysis demonstrating that the DN Products conform to the
       Specifications. Non-conforming DN Products shall be replaced by DNE at
       its own expense (including transportation costs). DNE shall notify BUYER
       of any changes in the process necessary to manufacture the DN Products to
       meet the Specifications. DNE acknowledges that BUYER may require DNE to
       produce samples of the DN Products manufactured using the changed
       process, in sufficient quantities to enable the BUYER to determine the
       effect of the change in process upon BUYER.

(b)    For the purposes of assuring BUYER the quality of the DN Products
       required under this Agreement, DNE shall permit the duly authorized
       representatives of BUYER, at any time during normal business hours and on
       reasonable time prior notice, to inspect any premises of DNE or any third
       party, including subsidiaries, contractors, partners or suppliers, where
       the DN Products, or packing of them, are manufactured or stored by or for
       DNE. In the event that such an inspection does not meet with DNE
       Specifications as per Exhibit C, DNE shall, without delay or cost to
       BUYER, take the appropriate remedial measures in order to meet the
       specifications.
<PAGE>

2.8    DNE will produce the DN Products in compliance with all applicable laws
       and regulations, with reasonable due care and in accordance with the best
       practice standards of safety. BUYER agrees that it shall comply with all
       applicable laws and regulations regarding the DN Product formulation,
       packaging, sales, use, storage, handling, disposal, labeling and
       transporation as incorporated into BUYER's Products, and any wastes
       related thereto. BUYER shall formulate, sell, use, store, handle,
       dispose, label and transport DN Products as incorporated in Nuvera
       Products with due care, in compliance with all applicable laws, and in
       accordance with good industry standards. At its option, at any time
       during the Term (the "Term), defined in Article 3, DNE upon reasonable,
       prior written notice shall be permitted, but not obligated, to enter and
       inspect those sections of BUYER's packaging and warehousing facilities
       used in the packaging, storage, testing, shipping or receiving of the
       Nuvera Products (hereinafter the "Facilities") for the purpose of
       ensuring Buyer's compliance with the provisions hereof.

2.9    DNE agrees to use its best efforts to improve the Specifications during
       the Term of the Agreement. The Specifications listed in Annex C shall be
       updated on annual basis starting from the effective date of the
       Contracts.

2.10   BUYER may have the right to use any DN trademark or trade name in
       connection with the Nuvera Products.

3      TERM, TERMINATION.

3.1    Unless earlier terminated as provided herein, the term of this Agreement
       shall be for an initial period commencing on the date hereof and ending
       on December 31, 2004 (the "Term"). The Agreement shall automatically
       renew for a one year period unless and until terminated by either party
       upon at least six months prior written notice thereof.

3.2    In the event that either party materially breaches any term of this
       Agreement and fails to cure such default within sixty (60) days after the
       date of written notice of such breach from the non-breaching party to
       the non-breaching party's reasonable satisfaction, the non-breaching
       party may thereafter immediately terminate this Agreement by written
       notice to the breaching party.

3.3    Either party shall have the right to terminate this Agreement immediately
       by giving the other party prior written notice if the other party is the
       object of a bankruptcy petition which has not been vacated within thirty
       (30) days.

4      PRICE; QUANTITIES

4.1    DN Products: BUYER will receive the lowest pricing for DN Products DNE
       -----------
       gives to its most preferred customers. In addition, DNE agrees to
       discount its catalog prices by at least ten percent (10%). The actual
       discount will be determined by the market conditions for the products,
       availability of materials, and difficulty of manufacture. At the
       beginning of every year, BUYER will communicate its annual purchases
       forecast to DNE. The actual quantities will be fixed on quarterly basis.
<PAGE>

4.2    Minimum Purchase. For any DN product resulting from R&D for which BUYER
       ----------------
       is granted exclusivity, BUYER agrees to commit to purchase minimum
       quantities of the DN Products. The final quantities available to BUYER,
       however, will be subject to mutual agreement by BUYER and DNE, along with
       the relevant delivery terms. BUYER shall exclusively purchase the DN
       Product from DNE at the agreed upon unit prices, quantities and schedule
       and for agreed upon periods that could exceed the duration of this
       Agreement.

       BUYER agrees to purchase from DNE additional quantities of DN products
       provided that DNE product performances, terms and conditions are
       equivalent to those of competing suppliers for equivalent products.

4.3    Right of first refusal BUYER agrees not to purchase from third parties
       ----------------------
       products that are equivalent and/or comparable to DN products, provided
       that DN products performances and DNE terms and conditions, including
       price, meet or exceed those of competing suppliers.

4.4    Shift Catalyst: Prices shall be mutually agreed upon, taking into
       --------------
       consideration BUYER's requirements; the final price shall be based on the
       cost plus concept based on the following criteria:

       .   Raw material cost
       .   Direct manpower
       .   Outsourcing cost
       .   In-house production machinery
       .   Annual requirements
       .   Quality control and shop tests
       .   Manufacturing overhead
       .   Packing and transportation

4.5    In the event that BUYER requests an increased supply of the DN Product,
       BUYER and DNE shall determine any price adjustment that may be warranted
       given the scope and size of the proposed increased purchase of the DN
       Products. BUYER and DNE agree to negotiate in good faith any price
       adjustment.

4.6    All taxes and charges imposed by governmental authorities, after BUYER
       acquires title to the DN Products, on the selling, transporting,
       handling, storing and disposing of DN Products and wastes related
       thereto, (except income taxes based on DNE's gross income) shall be at
       BUYER's expense.
<PAGE>

5      PAYMENT

       Payment for the DN Products purchased by BUYER under this Agreement will
       be within thirty (30) days of the date of invoice or unless otherwise
       agreed between DNE and the BUYER (the "Net Due Date"). Payment shall be
       made in the local currency of DN Products' manufacturer, unless
       otherwise agreed between DNE and the BUYER. In the event BUYER fails to
       pay in full the balance due in accordance with the invoice on or before
       the Net Due Date, DNE at its option after thirty days prior written
       notice of BUYER's failure to pay may suspend further deliveries under
       this Agreement and may charge BUYER an interest fee equal to the Prime
       Lending Rate on the outstanding balance.

6      FORECASTS; PURCHASE ORDERS
       Except as may be mutually agreed by the parties, DNE shall not be
       required to supply in any calendar quarter more than one hundred fifty
       percent (150%) of the final forecast for any such calendar quarter nor
       less than seventy five percent (75%) of the final forecast for any such
       calendar quarter.

7      HEALTH AND SAFETY INFORMATION.
       Each party shall make available to the other summaries of all technical,
       toxicological, environmental, health and safety information and data,
       and information and data relating to customer complaints and governmental
       action, inquiry or investigation relating to its products of which it has
       knowledge. Each party shall hold all such information and data in
       confidence in accordance with the terms and conditions of Section 10 of
       this Agreement.

8      WARRANTIES AND LIMITATION OF LIABILITY.

8.1    DNE warrants that any of the DN Products sold hereunder shall meet the
       "Specifications" in Exhibit C at the time such DN Products are delivered
       to BUYER. DNE makes no other representation or warranty of any kind,
       express or implied, as to merchantability, fitness for a particular
       purpose, or any other matter whatsoever. Extension of such a
       warranty terms can be agreed on a case by and between BUYER and DNE

8.2    All claims for damage, shortage, non-delivery and obvious defects shall
       be deemed waived unless made in writing and received by DNE within - one
       hundred twenty (120) days after BUYER's receipt of any of the DN Products
       in respect to which such claim is made, or if the claim is for non-
       delivery within sixty (60) days after such DN Product was to have been
       delivered. All other claims for any cause whatsoever (whether such cause
       is based in contract, negligence, strict liability, other tort or
       otherwise) shall be deemed waived unless made in writing and received by
       DNE within one hundred eighty (180) days after BUYER's receipt of any of
       the DN Products. Failure of DNE to receive written notice of any such
       claim within the applicable time period shall be deemed an absolute and
       unconditional waiver by BUYER of such claim, known or unknown.

8.3    BUYER's exclusive remedy for its damages based on DNE's breach of the
       Agreement (including breach of warranty) shall be for direct damages.

8.4    In no event shall either party be liable for special, incidental or
       consequential damages.
<PAGE>

9       EXCUSE OF PERFORMANCE.

        Neither party shall be subject to any liability for delay in performance
        or nonperformance as a result of fire, flood, natural catastrophe,
        strike, labor trouble, accident, riot, act of governmental authority or
        compliance with government request, act of God, or other contingencies
        and circumstances beyond its reasonable control interfering with the
        production, supply, transportation, or consumption of any of the DN
        Products, or with the supply of any raw materials (including energy
        sources) used in connection therewith. Each party shall give the other
        party prompt notice of such occurrence, the nature thereof and the
        extent to which the affected party will be unable fully to perform its
        obligations hereunder. Each party further agrees to use all reasonable
        efforts to correct the condition as quickly as possible. Notwithstanding
        any other provision of this Agreement to the contrary, if this Agreement
        is terminated by either party because of any of the above mentioned
        causes, DNE agrees to sell to BUYER and BUYER agrees to buy from DNE at
        the date of such termination existing inventory of the applicable,
        undamaged, commercial quality DN Products at DNE's plant as of the
        termination date of this Agreement at the agreed price in an amount not
        to exceed the quantity of BUYER's existing order in place on the date of
        such termination.

10      CONFIDENTIALITY.

10.1    Any technical, health, environmental and safety, manufacturing, market
        or customer information, or price or cost related information
        communicated to one party by the other, under any provision of this
        Agreement, whether (a) in writing, (b) verbally, or (c) visually
        observed (if the latter two are confirmed in writing as being
        confidential within one (1) month thereafter) (hereinafter "Confidential
        Information") shall be considered confidential at the time of
        communication and shall not be disclosed to any third party, nor used by
        the recipient party other than as provided in this Agreement, during the
        Term of the Agreement and for the period of seven (7) years following
        the date of termination of this Agreement. The recipient shall use the
        same degree of care protecting this Confidential Information as it
        applies to its own confidential information. This Section 10 shall not
        apply to:

i)      Confidential Information already in the public domain, or released to
        the public through no fault of the recipient;

ii)     Confidential Information already known to the recipient except through
        prior disclosure by DNE or which is developed by the recipient
        independently of its relationship to the other party hereunder, as both
        can be documented in writing;

iii)    Confidential Information acquired by the recipient from a third party
        entitled to disclose it; and

iv)     Confidential Information the recipient is legally required to disclose.
<PAGE>

10.2    BUYER, its subsidiaries, contractors, partners and suppliers agrees not
        to analyze or disclose any material supplied by DNE or third Party under
        this Agreement.

10.3    DNE, its subsidiaries, contractors, partners and suppliers agrees not to
        analyze or disclose any material supplied by BUYER under this Agreement.

11      INTELLECTUAL PROPERTY RIGHTS.

11.1    DNE shall retain, on behalf of itself or the original owner, title to
        any intellectual property rights, including but not limited to patents,
        industrial designs, copyrights and trademarks, in the DN Products.

11.2    BUYER shall in any country of the world under its own name and
        trademarks or under DNE's trade marks, have the right to distribute
        directly or indirectly, sell or otherwise dispose of the DN Products as
        incorporated into or merged with Nuvera Products.

11.3    DNE shall not assert any intellectual property rights or applications
        thereof (including but not limited to patents, industrial designs,
        copyrights and trademarks) against the BUYER for the use, sale,
        distribution or other disposal of any of the DN Products as incorporated
        or merged with Nuvera Products.
<PAGE>

12      INDEMNIFICATION.

12.1    Except to the extent provided in Section 12.3 or elsewhere under this
        Agreement, BUYER shall indemnify, defend and hold harmless DNE and its
        direct and indirect affiliates from and against any and all losses,
        damages, claims, liability, and related costs and expenses (including
        reasonable attorneys' fees) based upon or arising out of (a) BUYER's
        negligent acts or omissions, (b) Third Party losses that directly result
        from BUYER's willful tampering with or modification to DN Products; (c)
        BUYER's breach of the terms of this Agreement.

12.2    Except to the extent provided in Section 12.3 or elsewhere under this
        Agreement, DNE shall indemnify, defend and hold harmless BUYER and its
        direct and indirect affiliates from and against any and all losses,
        damages, claims, liability, and related costs and expenses (including
        reasonable attorneys' fees) based upon or arising out of (a) DNE's
        negligent acts or omissions, (b) DNE's packaging, selling, using,
        storing, handling, labeling, transporting or disposing of the DN
        Products and any wastes resulting therefrom, and (c) DNE's breach of the
        terms of this Agreement.

12.3    Notwithstanding the provisions of Sections 12.1 and 12.2, if the conduct
        of both parties has contributed to the loss, damage, claim, liability,
        cost or expense for which one party hereunder (the "Indemnitee") seeks
        indemnification from the other party hereunder (the "Indemnitor") under
        Section 12.1 or Section 12.2, as the case may be, then Indemnitor's
        liability to Indemnitee hereunder shall be reduced in proportion and to
        the extent to which Indemnitee's conduct contributed to such liability.

12.4    In the case of a claim made against a party subject to indemnification
        hereunder, the Indemnitor shall have the right to manage and control the
        defense or settlement of such claim. The parties shall cooperate in
        defending such claims and the Indemnitee shall have the right to
        participate in the defense of such claims at its own cost. The
        Indemnitee shall not settle or compromise any claim subject to
        indemnification hereunder without the prior written consent of the
        Indemnitor.

12.5    DNE agrees to defined and indemnify and hold BUYER harmless from
        liability for costs and damages awarded against BUYER for infringement
        of any patent claims covering the DN Products in the form in which it is
        furnished hereunder, provided that said liability results from BUYER's
        use or sale of the DN Products furnished and provided that BUYER has
        given DNE prompt notice of any suit for infringement brought against
        BUYER and has permitted DNE to defend such suit.

13      ASSIGNMENT

        Neither party may assign its rights or delegate its performance
        hereunder, whether by operation of law or otherwise, without the prior
        written consent of the other party, which consent will not be
        unreasonably withheld or delayed, except, however, DNE and BUYER may
        assign their respective rights or delegate their respective performance
        hereunder to any affiliate or to any purchaser of all or substantially
        all of the assets of the business to which this Agreement relates
        without the consent of the other party, and any attempted assignment or
        delegation without such consent when required, except as otherwise
        provided herein, shall be void.
<PAGE>

        In the event that such consent is withheld, the party desiring to assign
        this Agreement may terminate this Agreement upon thirty (30) days'
        written notice.

14      MISCELLANEOUS.

14.1    This Agreement contains all the terms and conditions of sale and
        purchase of DN Products for use in Nuvera Products and embodies and
        integrates the entire understanding of the parties with respect thereto.
        All prior agreements relating to the same matter are hereby terminated.
        No modification, extension or release from any provision hereof shall be
        effected by mutual agreement, acknowledgment, acceptance or purchase
        order, invoice or shipping instructions forms, or otherwise, unless the
        same shall be in writing, signed by the party to be bound and
        specifically described as an amendment or extension of this Agreement.

14.2    No waiver by either DNE or BUYER with respect to any breach or default
        or of any right or remedy, and no course of dealing shall be deemed to
        constitute a continuing waiver of any other breach or default or of any
        other right or remedy, unless such waiver be expressed in writing signed
        by the party to be bound. Except as otherwise expressly limited herein,
        all remedies shall be cumulative and shall be in addition to any remedy
        available at law, in equity or by statute.

14.3    This Agreement and any rights and obligations therein and performance
        hereunder shall take effect and be construed and governed by the laws
        of the State of Delaware without regard to its principles of conflicts
        of laws.

14.4    In the performance of this Agreement, BUYER and DNE will be considered
        an independent contractor, and nothing herein shall be construed to the
        contrary. Neither party shall exercise control over any of the other
        party's employees. Nothing in this Agreement shall make the other party
        the partner, agent or representative of the other. Neither party shall
        assume or create any obligations or responsibility, express or implied,
        on behalf of or in the name of the other party, or bind the other party
        in any manner or thing whatsoever.

14.5    Notices hereunder shall be in writing and either delivered personally or
        sent by documented overnight delivery service or registered or certified
        mail, postage prepaid, to the party at the address set forth in the
        preamble to this Agreement or at such other address as may be specified
        in writing by such party. Any such notice shall be deemed to have been
        given as of the date received, in the case of personal delivery, or on
        the date shown on the receipt or confirmation of delivery therefor, in
        all other cases.

14.6    The headings and titles of this Agreement are inserted for convenience
        only and shall not be deemed a part hereof or effect the construction
        or interpretation of any provision hereof.
<PAGE>

        IN WITNESS WHEREOF, DNE and BUYER have caused their duly authorized
        representatives to execute this Agreement as of the day and year first
        above written.

                                       DE NORA ELETTRODI SpA.


                                       By: /s/ R. Gazzaniga
                                           ------------------------------
                                           Name: R. GAZZANIGA
                                           Title: MANAGING DIRECTOR


                                       NUVERA FUEL CELLS, INC.


                                       By: ______________________________
                                           Name:
                                           Title:



                                       NUVERA FUEL CELLS EUROPE, s.r.L


                                       By: /s/ Michele Tettamanti
                                           ------------------------------
                                           Name:  Michele Tettamanti
                                           Title: SENIOR VICE PRESIDENT


EXHIBIT A - DNE and SUBSIDIARIES

EXHIBIT B - DN Products as of November 30, 2000

EXHIBIT C - Specifications for DN Products, as of November 30, 2000
<PAGE>

Exhibit A

                           DE NORA ELETTRODI S.p.A.

                            WORLD WIDE SUBSIDIARIES

E-TEK - U.S.A. (a division of De Nora North America) -
39 Veronica Avenue - SOMERSET, N.J. 08873 - U.S.A.
Tel. +1 732 5455100 - Fax +1 732 5455170
E-Mail: technical.etek@denora.com
        sales.etek@denora.com
        ---------------------
Website: www.etek-inc.com

DE NORA NORTH AMERICA, Inc.
39 Veronica Avenue - SOMERSET, N.J. 08873 - U.S.A.
Tel. +1 732 5455100 - Fax +1 732 5455170

E-Mail: denora.northamerica@denora.com

DE NORA DO BRASIL LTDA.
Av. das Nacoes Unidas, 12.551- 18(degrees) andar - conjunto 1812
Brooklin - CEP 04578-903 - Sao Paulo - SP - BRASIL
Tel. +55 11 30437611 - Fax +55 11 30437618
E-Mail: denorabrasil@denora.com.br

Factory:
Avenida Jerome Case n(degrees) 1959
Eden - CEP 18087 - 370 - Sorocaba/SP - Brasil
Tel. +55 15 225 2165 - Fax +55 15 225 1033
E-Mail: denorabrasil.fabrica@denora.com.br

TITANOR COMPONENTS LTD.
Plot Nos. 184, 185 & 189 - Kundaim Industrial Estate, Kundaim - 403115 GOA -
INDIA
Tel. +91 832 395340/41/42/43; 395634 / 35 - Fax +91 832 395003 / 395009 /
423197
E-Mail: titanor@goal.dot.net.in
Website: www.titanor.com

DE NORA FAR EAST PTE LTD.
491B River Valley Road, #20-01 Valley Point Office Tower - SINGAPORE 248373
Tel. +65 8349561 - Fax +65 8875025 / 8875026
E-Mail: denorafe@pacific.net.sg

JIANGYIN DE NORA TIAN LI Electrochemical Technology Co. Ltd.
Ligang Town, Jiangyin City, JIANGSU PROVINCE 21444, P.R. CHINA
Tel. +86 510 6631369 - Fax +86 510 6631315
E-Mail: DN.jvc@public1.wx.js.cn

DE NORA DEUTSCHLAND GmbH
Industriestrasse 17, D-63517 Rodenbach - DEUTSCHLAND
Tel. +49 6184 5980 - Fax +49 6184 598183
E-Mail: denora@t-online.de
        ------------------
<PAGE>

                                  Exhibit  B

--------------------------------------------------------------------------------
  DN Products as of November 30, 2000

     Commercial Products

         A.    V3 ELAT(R) anodes and cathodes containing supported platinum
               catalyst

         B.    V3 ELAT(R) anodes containing supported platinum:ruthenium alloy
               catalyst

         C.    V3 ELAT without catalyst ("diffuser" for Membrane Electrode
               Assemblies)

         D.    Supported Catalysts for anode or cathode: 20%, 30%, and 40%
               platinum on Vulcan XC-72

         E.    Supported Catalysts for anode in presence of carbon monoxide: an
               alloy of Pt:Ru on Vulcan XC-72 at 20%, 30%, and 40% metal on
               carbon.

         F.    Other DN Products as per catalogue available at the Web site:
               www.etek-inc.com as of the date of signature of this contract
               ----------------

  DN Products resulting from R&D

           May be derived but not limited to: Pt-Mo catalyst (US Patent Serial
         No.09/271,664) 2Shift Catalyst (Nuvera formulation)
<PAGE>

                                   Exhibit C

--------------------------------------------------------------------------------

  Specifications

1)   ELECTRODES
---------------

Pt GAS DIFFUSION ELECTRODE as covered by US Pat 6,103,077
 .  Commercial single sided ELAT V3
 .  Minimum Specific Performance Certification: 3.92 kW/m/2/ (@ 6 kA/m/2/, 1.5
   bar a), 2.16 kW/m/2/ (@ 3 kA/m/2/, 1,5 bar), based on membrane area.
 .  Performance Criteria: as per document QCPt-16 revision 1, dated October 12,
   2000 as a modification of QC-60 revision 2, dated Sept. 16, 1999. Subsequent
   revisions to be approved in writing by DNE and BUYER
 .  OPTIONS: 1) Coated with Nafion(R) ionomer, according to document SPR-NAF-01,
   dated May 19, 2000; 2) as a precut component; or 3) as a rolled good
   available for further processing


Pt-Ru GAS DIFFUSION ELECTRODE as covered by US Pat 6,103,077
 .  Commercial single sided ELAT V3 Anode
 .  Minimum Specific Performance Certification (Pure Hydrogen): 3.92 kW/m/2/ (@
   6 kA/m/2/, 1,5 bar a), 2.16 Kw/m/2/ (@ 3 kA/m/2/, 1,5 bar a), based on
   membrane area
 .  Performance criteria: as per document QCPtRu-16 revision 1, agreed September
   20, 2000 as a modification of QC-60 revision 2, dated Sept 16, 1999.
   Subsequent revisions to be approved in writing by DNE and BUYER
 .  OPTIONS: 1) Coated with Nafion(R) ionomer, according to document SPR-NAF-01,
   dated May 19, 2000; 2) as a precut component; or 3) as a rolled good
   available for further processing


2)   DIFFUSERS
--------------

 .  Commercial single sided ELAT V3C, un-catalysed (acceptance criteria and
   standard catalyzed membrane configuration under discussion)
<PAGE>

3.   Other COMMERCIAL PRODUCTS
------------------------------
specifications s per catalogue available at WEB site: www.etek-inc.com as of the
                                                      ----------------
date of signature of this contract



NOTE: Specifications to be updated on a yearly basis