Unassociated Document


     

    


    November
      10, 2007

    


    


    Blomenco,
      B.V.

    Leo
      Blomen

    Gortelseweg
      3

    8076
      PR
      Vierhouten 

    Netherlands

    


    Re: Separation
      Agreement and General Release

     

    Dear
      Leo:

     

    You
      (Leo
      Blomen) and the Board of Directors of HydroGen Corporation have come to the
      conclusion that, given the critical point that the Company has reached in its
      life-cycle, that the Chief Executive Officer of HydroGen Corporation and
      HydroGen, L.L.C. (the “Company”) should be a full-time employee of the Company
      living in the United States and working out of the Company’s offices on a daily
      basis. Given the Company’s desire to retain your services as a consultant and
      your desire to continue providing consulting services to the Company through
      Blomenco B.V. (“Blomenco”) we would like to retain your services as a consultant
      to provide technical and other services to the Company and end your consulting
      services as Chief Executive Officer and Chief Technology Officer of HydroGen
      Corporation and the Company. 

     

    To
      that
      end, we have agreed to terminate cooperatively any consulting or other
      relationship between the Company and Blomenco, through which you provide Chief
      Executive Officer and Chief Technology Officer services as a consultant to
      the
      Company and HydroGen Corporation, and to enter into the attached Consulting
      Agreement between the Company and Blomenco dated November 10, 2007 to govern
      your future relationship with the Company. The term “you” in the remainder of
      this Separation Agreement and General Release (“Separation Agreement”) shall
      mean collectively Leo Blomen and Blomenco. 

     

    Paragraph 1
      and paragraph 6 through 22 of this Separation Agreement, the Consulting
      Agreement between and among the Company, Leo Blomen and Blomenco dated November
      10, 2007 attached as Exhibit "A" (the "Consulting Agreement") and the
      Confidential Information, Noncompetition and Invention Assignment Agreement
      attached as Exhibit “B” (“Confidential Information Agreement”) will be effective
      November 10, 2007. Paragraphs 2 through 5 of this Separation Agreement will
      be effective after your signature and expiration of the revocation period set
      forth in Paragraph 21 of this Agreement. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1.  General
      Terms of Termination.
      We
      mutually agree as follows:

     

    (a)  The
      consulting relationship between the Company and Blomenco through which Leo
      Blomen provides Chief Executive Officer and Chief Technology Officer services
      as
      a consultant to the Company and HydroGen Corporation or any other relationship
      between Leo Blomen or Blomenco and the Company and Leo Blomen or Blomenco and
      HydroGen Corporation, shall end effective November 10, 2007 (the “Termination
      Date”), and the future consulting relationship shall be exclusively governed by
      the Consulting Agreement, except as expressly provided herein.

     

    (b)  Leo
      Blomen shall continue to be a Director of HydroGen Corporation, and Chairman
      of
      the Board of Directors of HydroGen Corporation (the “Board of Directors”), and a
      shareholder of HydroGen Corporation, subject to your right to resign your Board
      position and the right to remove you from the Board or as Chairman at any time,
      consistent with the Board of Director’s fiduciary obligations, Nevada Law, the
      Articles of Incorporation of HydroGen Corporation, and the By-Laws of HydroGen
      Corporation. During the time you serve as Chairman, you will receive annual
      compensation at a rate of €25,000 payable in equal monthly
      installments.

     

    (c)  Blomenco
      will be paid the amount of €4,846.15 representing any accrued amounts for
      consulting services rendered that are unpaid as of the Termination
      Date.

     

    (d)  Blomenco
      will be paid for (i) any accrued but unreimbursed reasonable travel and business
      related expenses of Leo Blomen related to Leo Blomen’s consulting services to
      the Company or HydroGen Corporation that were incurred prior to the Termination
      Date and (ii) any accrued but unreimbursed reasonable travel related expenses
      of
      Leo Blomen’s wife incurred during October 2007 while accompanying Leo Blomen on
      business travel related to Leo Blomen’s consulting services to the Company or
      HydroGen Corporation that were incurred prior to the Termination
      Date.

     

    (e)  You
      shall
      enter into and be bound by the Confidential Agreement, which shall supercede
      the
      Employment, Confidential Information, Noncompetition and Invention Assignment
      Agreement signed by you on May 2, 2005. 

     

    (f)  You
      shall
      be bound by and comply with the Insider Trading Policy attached as Exhibit
      “C”.

     

    (g)  You
      shall
      sign and provide the Company with the letter providing notice of termination
      attached as Exhibit “F”.

     

    2.  Termination
      Payment.
      Once
      your General Release in Paragraph 3 below becomes effective, and provided
      you comply with the other terms, conditions and requirements below, the Company
      agrees: 

     

    (a)  To
      pay
      Blomenco €252,000, to be paid out in equal bi-monthly installments, beginning
      not more than 21 days after you execute and return (without revoking) this
      Separation Agreement to the Company. 

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (b)  To
      pay
      Blomenco a pro rated Annual Supplemental Fee (the “Annual Supplemental Fee”) for
      the 2007 calendar year, calculated as referenced in Exhibit “D”. 

     

    (c)  To
      pay
      Blomenco the equivalent in Euros of $31,583 to be paid in one lump sum payment
      on or before January 15, 2008. 

     

    (d)  To
      continue the Consulting Agreement under its terms and conditions;

     

    (e)  For
      purposes of the Stock Option Agreement between Leo Blomen and HydroGen
      Corporation made as of December 11, 2006 attached as Exhibit “E” (the “Stock
      Option Agreement”), a termination of employment by Hydrogen Corporation without
      cause under Section 5.4 has not occurred. Termination of the Consulting
      Agreement shall be deemed termination of employment for purposes of the Stock
      Option Agreement. As long as the Consulting Agreement remains in effect, your
      shares shall continue to vest in accordance with the terms of the Stock Option
      Agreement and as provided herein. 

     

    (f)  You
      may
      retain the laptop computer and cell phone provided to you by the Company and
      in
      your possession on the Termination Date.

     

    (g)  You
      will
      not be eligible for the payments and benefits described in Paragraph 2 unless:
      (i) you sign this Separation Agreement and return it to the Company no later
      than 21 days after it is received by you and you do not timely revoke it in
      accordance with Paragraph 21 below; (ii) you comply with Paragraph 7 below
      relating to Company property; (iii) you have entered into and comply with
      the Confidential Information Agreement; and (iv) you have entered into and
      comply with the Consulting Agreement.

     

    3.  General
      Release.

     

    (a)  In
      exchange for the consideration described in Paragraph 2, you release and
      forever discharge, to the maximum extent permitted by law, the Company, HydroGen
      Corporation, and each of the other “Releasees” as defined below, from any and
      all claims, causes of action, complaints, lawsuits or liabilities of any kind
      (collectively “Claims”) as described below which Leo Blomen, his heirs, agents,
      administrators, successors, executors or assigns have or may have against the
      Company, HydroGen Corporation or any of the other Releasees, or which Blomenco,
      its parent, subsidiary, related or affiliated entities and respective past,
      present, and future officers, directors, shareholders, attorneys, employees,
      insurers, agents, and their respective successors and assigns may have against
      the Company, HydroGen Corporation or any of the other Releasees.

     

    (b)  By
      agreeing to this General Release, you are waiving, to the maximum extent
      permitted by law, any and all Claims which you have or may have against the
      Company, Hydrogen Corporation or any of the other Releasees arising out of
      or
      relating to any conduct, matter, event or omission existing or occurring before
      you sign this Separation Agreement, including but not limited to the
      following:

     

    (i)  any
      Claims having anything to do with Blomenco’s consulting relationship with the
      Company, HydroGen Corporation, or any of the Releasees, or termination of such
      relationship, including but not limited to Claims based on any alleged
      agreement, promise, representation, the Draft Agreement, or based on any
      negotiations or communications at any time regarding the terms of any such
      consulting relationship; 

     

    
      
        
        

      

      
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    (ii)  any
      Claims having anything to do with Leo Blomen’s consulting or other relationship,
      if any, with the Company, HydroGen Corporation, or any of the Releasees, or
      termination of any such relationship, including but not limited to Claims based
      on any alleged agreement, promise, representation, the Draft Agreement, or
      based
      on any negotiations or communications at any time regarding the terms of any
      such consulting or other relationship, if any;

     

    (iii)  
      any
      Claims relating to any employment relationship between Leo Blomen and either
      Hydrogen Corporation or the Company;

     

    (iv)  any
      Claims relating to the ownership of any intellectual property relating in any
      way to the Company's current or planned business, products or
      services;

     

    (v)  any
      Claims for unpaid or withheld wages, severance or retention payments, benefits,
      bonuses, commissions, Annual Retainer or Annual Supplemental Fee, and/or other
      compensation of any kind; 

     

    (vi)  any
      Claims for reimbursement of expenses of any kind; 

     

    (vii)  any
      Claims for attorneys’ fees or costs;

     

    (viii)  any
      Claims for benefits of any kind, including but not limited to those under the
      Employee Retirement Income Security Act (“ERISA”); 

     

    (ix)  any
      Claims of discrimination and/or harassment based on age, sex, race, religion,
      color, creed, disability, handicap, citizenship, national origin, ancestry,
      sexual orientation, or any other factor protected by Federal, State or Local
      law
      as enacted or amended (such as the Age Discrimination in Employment Act,
      29 U.S.C. §621 et. seq.;
      Title VII of the Civil Rights Act of 1964; the Americans with Disabilities
      Act, the Immigration Reform and Control Act, the New York State Human Rights
      Law, the New York City Human Rights Law, or the Pennsylvania Human Relations
      Act) and any Claims for retaliation under any of the foregoing laws;


     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (x)  any
      Claims regarding leaves of absence including, but not limited to, any Claims
      under the Family and Medical Leave Act; 

     

    (xi)  any
      Claims under the National Labor Relations Act;

     

    (xii)  any
      Claims under the Sarbanes-Oxley Act;

     

    (xiii)  any
      Claims for violation of public policy; 

     

    (xiv)  any
      whistleblower or retaliation Claims; 

     

    (xv)  any
      Claims for emotional distress or pain and suffering; and/or

     

    (xvi)  any
      other
      statutory, regulatory, common law or other Claims of any kind, including, but
      not limited to, Claims for breach of contract, libel, slander, fraud, wrongful
      discharge, promissory estoppel, equitable estoppel and
      misrepresentation.

     

    (c)  The
      term
“Releasees” includes: all and singularly, HydroGen, L.L.C., HydroGen
      Corporation, and any of their direct or indirect parent, subsidiary, related
      or
      affiliated companies, and each of their past and present employees, officers,
      directors, attorneys, owners, partners, insurers, benefit plan fiduciaries
      and
      agents, and all of their respective predecessors, successors and assigns.


     

    (d)  It
      is
      important that you understand that this General Release includes all Claims
      known or unknown by you, those that you may have already asserted or raised
      as
      well as those that you have never asserted or raised.

     

    4.  Non-Released
      Claims.
      The
      General Release in Paragraph 3 above does not
      apply
      to:

     

    (a)  Any
      Claims for benefits under the stock option plan applicable to the Stock Option
      Agreement; 

     

    (b)  Any
      Claims to enforce the commitments set forth in this Separation Agreement or
      the
      Consulting Agreement; 

     

    (c)  Any
      Claims to interpret or to determine the scope, meaning or effect of this
      Separation Agreement;

     

    (d)  Any
      Claims arising out of any conduct, matter, event or omission existing or
      occurring after you have signed this Separation Agreement.

     

    (e)  Any
      Claims for indemnification referred to in Paragraph 10 of this
      Agreement.

     

    
      
        
        

      

      
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    Further,
      the General Release does not prevent you from contacting or filing a charge
      with
      any federal, state or local government agency or commission. However, the
      General Release does prevent you, to the maximum extent permitted by law, from
      obtaining any monetary or other personal relief for any of the Claims you are
      releasing in Paragraph 3.

     

    5.  Adequacy
      of Consideration.
      You
      acknowledge and agree that the consideration under Paragraph 2
      above:

     

    (a)  Is
      not
      required by any policy, plan or prior agreement;

     

    (b)  Constitutes
      adequate consideration to support your General Release in Paragraph 3
      above; 

     

    (c)  Fully
      compensates you for the Claims you are releasing; and

     

    (d)  Constitutes
      adequate consideration for the Confidential Information Agreement.

     

    For
      purposes of this Separation Agreement, “consideration” means something of value
      to which you are not already entitled.

     

    6.  Prohibition
      on Using or Disclosing Confidential Information.
      Regardless of whether you sign this Agreement, you are prohibited from using
      or
      disclosing confidential and/or proprietary information acquired as a result
      of
      the consulting or other relationship with the Company, HydroGen Corporation
      or
      any other Releasee, and which is not generally known by or readily accessible
      to
      the public. This confidential or proprietary information includes, but is not
      limited to: Company proprietary or confidential information, technical data,
      trade secrets or know-how, including, but not limited to, research, product
      plans, products, services, customer lists and customers (including, but not
      limited to, potential customers of the Company with whom you have become
      acquainted), customer contacts, customer purchasing practices, markets,
      software, developments, inventions, processes, formulas, technology, designs,
      drawings, engineering, marketing, distribution and sales methods and systems,
      sales and profit figures, finances, personnel information including but not
      limited to that regarding compensation, skills and duties, and other business
      information that you learned of, obtained, or that was disclosed to you during
      the course of your consultancy, either directly or indirectly, in writing,
      orally or by drawings or inspection of documents or other tangible property.
      However, confidential or proprietary information does not include any of the
      foregoing items which have been made generally available to the public and
      become publicly known through no wrongful act of yours, or any information
      known
      to you prior to or outside of your affiliation with the Company. 

     

    7.  Company
      Property and Documents.
      Regardless of whether you sign this Agreement, and as a condition of receiving
      the payments and benefits set forth in Paragraph 2 above, you agree to return
      promptly to the Company any and all Company and/or HydroGen Corporation property
      or documents relating to the business of the Company or HydroGen Corporation
      requested by the Company to be returned containing Confidential Information
      as
      defined in the Confidential Information Agreement, other than documents provided
      to all members of the Board of Directors.

     

    
      
        
        

      

      
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    8.  Release
      by Company.
      The
      Company agrees to release you of and from any Claims arising out of your
      performance of consulting or any other services for the Company prior to the
      Termination Date based upon facts which are known to the Company or its Board
      of
      Directors as of the Termination Date, other than any Claims, based upon facts
      which are known or unknown, for theft, embezzlement, breach of fiduciary duty,
      fraud, misappropriation of Company assets or business opportunity, or self
      dealing.

     

    9.  Confidentiality
      of this Separation Agreement.
      You
      agree that, at all times, the existence, terms and conditions of this Separation
      Agreement will be kept secret and confidential and will not be disclosed
      voluntarily to any third party, except: (i) to your spouse, if applicable,
      (ii) to the extent required by law; (iii) in connection with any Claim
      to enforce, interpret or determine the scope, meaning, or effect of the
      Separation Agreement; or (iv) to obtain confidential legal, tax or
      financial advice with respect thereto.

     

    10.  Directors
      and Officers Insurance and Indemnification Agreement.
      

     

    (a)  The
      Company and HydroGen Corporation acknowledge that the execution of this
      Agreement shall not impair your rights under HydroGen Corporation’s Directors
      and Officers Insurance coverage as it pertains to (a) actions taken by you
      prior
      to the Termination Date in your capacity as Chief Executive Officer of HydroGen
      Corporation and the Company or Chief Technology Officer of HydroGen Corporation
      and the Company and (b) your status as a director of the Board of Directors.
      The
      Company and HydroGen Corporation further acknowledge that the execution of
      this
      Agreement shall not impair your rights under the Indemnification Agreement
      by
      and between you and HydroGen Corporation dated as of September 14, 2006 with
      respect to your status as a director of the Board of Directors and your status
      as Chief Executive Officer of the Company and HydroGen Corporation and Chief
      Technology Officer of the Company and HydroGen Corporation prior to the
      Termination Date, and any indemnification rights and rights to advancement
      of
      legal fees available under the Company’s bylaws or the laws of the state of
      Nevada, if any. 

     

    (b)  In
      the
      event that the United States government should determine that you must pay
      income tax to the United States government under the Tax Convention between
      the
      U.S. and the Netherlands in connection with matters occurring prior to the
      execution of this Separation Agreement, and that you must withhold this amount
      (which is considered “exempt” from double taxation under Article 25, Paragraph 2
      of the Tax Convention; the “Exempt Amount”) at the same time as, and in addition
      to, ongoing income tax withholdings as required by the Netherlands, the Company
      agrees to pay you funds equal to the Exempt Amount. You will repay any amount
      paid once you are reimbursed for the Exempt Amount by the Dutch government.
      Additionally, the Company agrees to reimburse Blomenco for any administrative
      fees not to exceed 5% of taxable income levied by the Dutch government pursuant
      to its reimbursement of the Exempt Amount. You agree to provide to the Company
      such tax and related documents that evidence your obligations to the Dutch and
      U.S. governments. In the event you do not use your best efforts to obtain
      reimbursement for the Exempt Amount by the Dutch government or provide the
      Company with tax and related documents requested, you shall immediately repay
      to
      the Company all amounts it paid to you under this section 10(b).

     

    
      
        
        

      

      
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    11.  Cooperation.
      You
      agree that, upon reasonable request, you will meet with representatives or
      agents of the Company or HydroGen Corporation and provide any information you
      acquired during the course of your consulting or other relationship, if any,
      that relates in any way to any disputes or other matters involving the Company,
      HyrdoGen Corporation or any Releasee (as defined above), subject to the terms
      of
      the Consulting Agreement.

     

    12.  Non-Disparagement.
      You
      agree that you will not make any negative comments or disparaging remarks,
      in
      writing, orally or electronically, about the Company or any other Releasee
      (as
      defined above) and their respective products and services. The Company agrees
      that its officers and the Board of Directors of HydroGen Corporation will not,
      directly or indirectly, make any negative comment or remarks about you or your
      services. However, nothing in this Separation Agreement is intended to or shall
      be interpreted to restrict the right and/or obligation: (i) to testify
      truthfully in any forum; or (ii) to contact, cooperate with or provide
      information to any government agency or commission. 

     

    13.  Governing
      Law and Forum.
      This
      Separation Agreement shall be governed by and construed in accordance with
      the
      laws of Pennsylvania, without giving effect to any conflict of law provisions.
      Any court action instituted by you or on your behalf relating in any way to
      this
      Separation Agreement, the consulting relationship between the Company and
      Blomenco, or the consulting or other relationship Leo Blomen may have, if any,
      (including any employment relationship) with the Company or HydroGen
      Corporation, shall be filed exclusively in federal or state court in the County
      of Allegheny, Commonwealth of Pennsylvania, and you consent to the jurisdiction
      and venue of these courts. In the event you substantially prevail in any action
      to enforce this Separation Agreement, the Consulting Agreement or the
      Confidential Information Agreement, the Company agrees to pay your reasonable
      attorneys fees, costs and expenses of the action. In the event that the Company
      substantially prevails in any action to enforce this Separation Agreement,
      the
      Consulting Agreement or the Confidential Information Agreement, you agree to
      pay
      the Company’s reasonable attorneys fees, costs and expenses of the
      action.

     

    14.  Statement
      of Non-Admission.
      Nothing
      in this Separation Agreement is intended as or shall be construed as an
      admission or concession of liability or wrongdoing by any party to this
      Agreement or any Releasee. Rather, the proposed Separation Agreement is being
      entered into for the sole purpose of settling cooperatively and amicably any
      and
      all possible disputes between the parties and describing their rights and
      obligations.

     

    15.  Interpretation
      of Agreement.
      Nothing
      in this Separation Agreement is intended to violate any law or shall be
      interpreted to violate any law. If any paragraph or part or subpart of any
      paragraph in this Separation Agreement or the application thereof is construed
      to be overbroad and/or unenforceable, then the court making such determination
      shall have the authority to narrow the paragraph or part or subpart of the
      paragraph as necessary to make it enforceable and the paragraph or part or
      subpart of the paragraph shall then be enforceable in its/their narrowed form.
      Moreover, each paragraph or part or subpart of each paragraph in this Separation
      Agreement is independent of and severable (separate) from
      each
      other. In the event that any paragraph or part or subpart of any paragraph
      in
      this Separation Agreement is determined to be legally invalid or unenforceable
      by a court and is not modified by a court to be enforceable, the affected
      paragraph or part or subpart of such paragraph shall be stricken from the
      Separation Agreement, and the remaining paragraphs or parts or subparts of
      such
      paragraphs of this Separation Agreement shall remain in full, force and
      effect.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    16.  Entire
      Agreement.
      This
      Separation Agreement and Exhibits constitutes the entire agreement between
      the
      parties and supersedes any and all prior representations, agreements, written
      or
      oral, expressed or implied, by the Company or any Releasee arising out of or
      relating in any way to the consulting relationship between the Company or
      HydroGen Corporation and Blomenco or the consulting or other relationship Leo
      Blomen may have, if any with the Company or HydroGen Corporation. This
      Separation Agreement may not be modified or amended other than by an agreement
      in writing signed by Blomenco, Leo Blomen and the Company’s Chief Executive
      Officer or President.

     

    17.  Acknowledgment.
      You
      acknowledge and agree that, subsequent to the Termination Date, you shall not
      be
      eligible for or owed any compensation, payments or benefits from the Company
      or
      any of the Releasees arising out of any consulting, or other relationship with
      the Company or any of the Releasees, except as otherwise expressly set forth
      in
      this Separation Agreement in Paragraph 2. You also acknowledge and agree that
      you have been paid for all consulting, employment or other services provided
      by
      you to the Company or any Releasee, except for any payments owed to you pursuant
      to Paragraph 1 which shall be paid to you regardless of whether you sign this
      Separation Agreement.

     

    18.  Headings.
      The
      headings contained in this Separation Agreement are for convenience of reference
      only and are not intended, and shall not be construed, to modify, define, limit,
      or expand the intent of the parties as expressed in this Separation Agreement,
      and they shall not affect the meaning or interpretation of this Separation
      Agreement.

     

    19.  Days.
      All
      references to a number of days throughout this Agreement refer to calendar
      days.


     

    20.  Representations.
      You
      agree and represent that:

     

    (a)  You
      have
      read carefully the terms of this Separation
      Agreement,
      including the General Release;

     

    (b)  You
      have
      had an opportunity to and have been encouraged to review this Separation
      Agreement,
      including the General Release, with an attorney;

     

    (c)  You
      understand the meaning and effect of the terms of this Separation
      Agreement,
      including the General Release;

     

    (d)  You
      were
      given twenty-one (21) days to determine whether you wished to sign this
Separation
      Agreement,
      including the General Release;

     

    (e)  Your
      decision to sign this Separation
      Agreement,
      including the General Release, is of your own free and voluntary act without
      compulsion of any kind;

     

    (f)  No
      promise or inducement not expressed in this Separation
      Agreement
      has been
      made to you; and

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (g)  You
      have
      adequate information to make a knowing and voluntary waiver.

     

    21.  Revocation
      Period.
      If you
      sign this Separation
      Agreement,
      you
      will retain the right to revoke it for seven (7) days. If you revoke this
Separation
      Agreement,
      you are
      indicating that you have changed your mind and do not want to be legally bound
      by this Separation
      Agreement.
      The
Separation
      Agreement
      shall
      not be effective until after the Revocation Period has expired without your
      having revoked it. To revoke this Separation
      Agreement,
      you
      must send a certified letter to my attention at the following address: c/o
      HydroGen Corporation, 10 East 40th
      Street,
      Suite 3405, New York, New York 10016. The letter must be post-marked within
      seven (7) days of your execution of this Separation
      Agreement.
      If the
      seventh day is a Sunday or federal holiday, then the letter must be post-marked
      on the following business day. If you revoke this Separation
      Agreement
      on a
      timely basis, you shall not be eligible for any of the consideration set forth
      in Paragraph 2.

     

    22.  Offer
      Expiration Date.
      As
      noted above, you have twenty-one (21) days to decide whether you wish to sign
      this Separation Agreement. This offer shall remain open for 21 days and for
      seven (7) days after your signature and is irrevocable during that time. If
      you
      do not sign this Separation
      Agreement
      within
      twenty-one (21) days of the date you receive it, then this offer is withdrawn
      and you will not be eligible for the consideration set forth in Paragraph 2
      above.

     

    *
      *
      *

     

    If
      you
      agree with the all of the terms of this Separation
      Agreement,
      please
      sign below, indicating that you understand, agree with and intend to be legally
      bound by this Separation
      Agreement,
      including the General Release, and return the signed Separation
      Agreement
      to
      me.

     

    Sincerely,

     

    /s/
      Joshua Tosteson

     

    Joshua
      Tosteson 

    President

     

    


     

    UNDERSTOOD
      AND AGREED,

    INTENDING
      TO BE LEGALLY BOUND:

     

    /s/
      Leo
      Blomen                                          


    Leo
      Blomen, Individually

     

    11/10/07                                                      
      

    Date

     

    /s/
      Christopher J.
      Garofalo                       


    Witness

     

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    UNDERSTOOD
      AND AGREED,

    INTENDING
      TO BE LEGALLY BOUND:

     

    BLOMENCO,
      B.V.

     

    By:
/s/
      Leo
      Blomen                                          


                
      Leo Blomen

     

    
      11/10/07                                                             

    

    Date

     


    
      
         

         

        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A TO SEPARATION AGREEMENT

     

    Consulting
      Services Agreement by and among Leo Blomen, Blomenco B.V. and the
      Company dated as of November 10, 2007

     

    [Please
      see Exhibit 10.2 to this Current Report on
      form 8-K]

     


    
      
         

         

        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B TO SEPARATION AGREEMENT

     

    Confidential
      Information, Noncompetition, and Invention Assignment Agreement

    
       

      [Please
        see Exhibit 10.3 to this Current Report on
        form 8-K]

    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C TO SEPARATION AGREEMENT


     

     

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
       

    

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    
       

       

    

    
 

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    EXHIBIT
      D TO SEPARATION AGREEMENT

     

    


     

    The
      Supplemental Annual Fee as provided in Paragraph 2(b) shall be calculated as
      follows:

     

    
      	1.  	
              assume
                full achievement of Leo Blomen’s personal goals and quantify as
                1

            


    

     

    
      	2.  	
              multiply
                such personal goal score of 1 by .10 (the “Personal Goals
                Multiplier”)

            


    

     

    
      	3.  	
              calculate
                actual achievement of Company’s goals and quantify between 0 and
                1

            


    

     

    
      	4.  	
              multiply
                such company goal score by .90 (the “Company Goals
                Multiplier”)

            


    

     

    
      	5.  	
              add
                the Personal Goals Multiplier and Company Goals Multiplier (the “Goals
                Multiplier”)

            


    

     

    
      	6.  	
              multiply
                the Goals Multiplier by .7 (the “Bonus
                Multiplier”)

            


    

     

    
      	7.  	
              multiply
                the Bonus Multiplier by €252,000 (the “Gross Supplemental
                Fee”)

            


    

     

    
      	8.  	
              multiply
                the Gross Supplemental Fee by a fraction, the numerator of which
                is 314
                and the denominator of which is 365 (the “Annual Supplemental
                Fee”)

            


    

     

    


     


    
      
         

         

        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    EXHIBIT
      E TO SEPARATION AGREEMENT

     

     

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

     

     

    
      
        
        

      

      
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        20

        
          

        

      

      
        
        

      

    

     

     

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

     

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

     

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

     

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

     

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

     

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

     

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

     

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    
      EXHIBIT
        F TO SEPARATION AGREEMENT

      


      November
        10, 2007

      


      Board
        of
        Directors

      HydroGen
        Corporation

      10
        East
        40th
        Street,
        Suite 3405

      New
        York,
        New York 10016

      


      Dear
        Members of the Board of Directors of HydroGen Corporation:

      


      Please
        accept this as notice that effective upon the execution of that certain
        Consulting Services Agreement by and among Blomenco B.V. (“Blomenco”), Leo
        Blomen and HydroGen Corporation (the “Company”), the consulting relationship
        between Company and Blomenco through which I, Leo Blomen, provide Chief
        Executive Officer and Chief Technology Officer services as a consultant to
        the
        Company and HydroGen, LLC Corporation shall end.

      


      Sincerely,
        

       

       

      Leo
        Blomen

    

     

    
      
        
        

      

      
        29