July 9,
                2008


      

    

     

     

     

    Mr.
      L.
      Scott Wilshire

    213
      Park
      Entrance Drive

    Pittsburgh,
      PA 15228

     

    
      	
            	Re:	
              Change
                of Control Amendment

            


    

     

    Dear
      Scott:

     

    Pursuant
      to a resolution by the HydroGen Corporation Board of Directors adopted on
      December 8, 2007, this letter (“Change of Control Amendment”) amends the
      agreement between you and HydroGen, L.L.C. (the “Company”) described in the
      letter to you from Leo Blomen dated January 27, 2005, as amended (the
“Letter Agreement”), as follows: 

     

    (a)  If
      within
      six (6) months prior to (provided that there is evidence of discussions of
      a
      potential change of control within this six month period of time) or within
      one
      (1) year following a Change of Control, your employment under the Letter
      Agreement is terminated without Cause, the Letter Agreement is not renewed
      or
      you receive written notice that the Letter Agreement will not be renewed:
      (i) HydroGen, LLC (the “Company”) shall, in addition to any payments of
      salary or lump sum salary due under your Letter Agreement in connection with
      your cessation of employment, provide you with a lump sum payment equal to
      the
      amount of your then current annual base pay; (ii) the Company shall, in
      lieu of any bonus due under your Letter Agreement in connection with your
      cessation of employment, pay you an amount representing the annual bonus for
      the
      year of termination based on full achievement of all personal targets, plus
      the
      actual achievement of Company targets, as well as pay any prior year's bonus
      that is earned and unpaid as of the date of termination; and
      (iii) notwithstanding any provision in any applicable stock incentive plan
      document or award agreement, each stock option, restricted stock or other equity
      or equity-based award granted by the Company or HydroGen Corporation (the
“Corporation”), to the extent such award is outstanding and unvested as of the
      date of such Change in Control, shall automatically become fully vested as
      of
      such Change of Control and shall become exercisable by you in accordance with
      the terms of the agreement or agreements under which such options were
      granted.

     

    
      
        
        

      

      
         

        
          

        

      

      
        
          
            	
                    L.
                      Scott Wilshire

                    July
                      9, 2008

                    Page
                      2

                  	
                     

                  


          

        

      

    


    (b)  A
“Change
      of Control” shall mean the occurrence of any of the following
      events:

     

    (i)  any
      reorganization, consolidation or merger of the Company or other similar
      transaction that results in at least 50% of the combined voting power of the
      outstanding securities of the continuing, surviving or other entity not directly
      or indirectly owned by holders of at least 50% of the combined voting power
      of
      the Company’s securities outstanding immediately prior to such reorganization,
      consolidation, merger or other similar transaction; provided, however, that
      for
      purposes of this subsection (i) a Change of Control shall not be deemed to
      have
      occurred if such Change of Control results from a transaction solely among
      the
      Corporation, Company, or any other wholly-owned subsidiary of the Corporation;
      

     

    (ii)  any
      reorganization, consolidation or merger of the Corporation or other similar
      transaction that results in at least 50% of the combined voting power of the
      outstanding securities of the continuing, surviving or other entity is not
      directly or indirectly owned by holders of at least 50% of the combined voting
      power of the Corporation’s securities outstanding immediately prior to such
      reorganization, consolidation, merger or other similar transaction;

     

    (iii)  any
      sale,
      lease, exchange or transfer (in one transaction or in a series of related
      transactions) of all or substantially all of the assets of the Company;


     

    (iv)  approval
      by the member or members of the Company of any plan or proposal for the
      liquidation or dissolution of the Company, unless such plan or proposal is
      abandoned within 60 days following such approval; 

     

    (v)  any
      “Person” (as such term is used in Sections 13(d) and 14(d)(2) of the Securities
      Exchange Act of 1934 (the “Exchange Act”) shall become the beneficial owner
      (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of
      securities of the Corporation representing more than 50% of the combined voting
      power of the Corporation’s then outstanding securities having the right to vote
      in the election of directors; or

     

    (vi)  any
      “Person” (as such term is used in Sections 13(d) and 14(d)(2) of the Exchange
      Act), other than the Corporation, shall become the beneficial owner (within
      the
      meaning of Rule 13d-3 promulgated under the Exchange Act) of securities of
      the
      Company representing more than 50% of the combined voting power of the Company’s
      then outstanding securities.

     

    (c)  For
      purposes of determining whether a termination is for Cause in the event of
      a
      Change of Control, the definition of this
      term
      in the Letter Agreement shall apply.

     

    (d)  If,
      at
      the time the Change of Control occurs, Section 280G(b) of the Internal Revenue
      Code of 1986, as amended (the “Code”) is applicable to you, notwithstanding any
      other provision of this Change of Control Amendment, if the aggregate present
      value of the “parachute payments” to you, determined under Section 280G(b) is at
      least three times the “base amount” determined under such Section 280G, then the
      compensation otherwise payable under this Change of Control Amendment (and
      any
      other amount payable hereunder or any other agreement, plan, program, policy
      or
      obligation of the Company, Corporation or any other affiliate thereof) shall
      be
      reduced so that the aggregate present value of the parachute payments to you
      determined under Section 280G, does not exceed 2.99 times the base amount.
      In no
      event, however, shall any benefit provided hereunder be reduced to the extent
      such benefit is specifically excluded by Section 280G(b) of the Code as a
“parachute payment” or as an “excess parachute payment.” Any decisions regarding
      the requirement or implementation of such reductions shall be made by the tax
      counsel and accounting firm retained by the Company at the time this Change
      of
      Control Amendment is entered into.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
          	
                  L.
                    Scott Wilshire

                  July
                    9, 2008

                  Page
                    3

                	
                   

                


        

      

       

    

    (e)  As
      previously agreed between you and Leo Blomen, as Chief Executive Officer of
      the
      Company, acting on behalf of the Company, the Letter Agreement shall be amended
      as follows:  

     

    If
      your
      employment is terminated for any other reason than Cause, in lieu of (and not
      in
      addition to) any severance payments stated in the Letter Agreement, you will
      be
      entitled to receive severance payments on a bi-weekly basis in an aggregate
      amount equal to your then current annual base salary. 

     

    * * *

     

    If
      you
      agree to the terms of this Change of Control Amendment, please sign and date
      this letter and return it to me.

     

    Yours
      very truly,

     

    


    
      /s/
        John J.
        Freeh                                   


    

    John
      J.
      Freeh

    Chief
      Executive Officer

    HydroGen,
      L.L.C.

    


    Agreed
      and Accepted, This 9th day of July 2008

     

     

    
      	/s/
              Scott
              Wilshire	 


    

    Executive