EXHIBIT 10.3


    
      

    

    EXHIBIT
      10.3

    
 

    CONSULTING
      AGREEMENT

     

    This
      CONSULTING AGREEMENT (the “Agreement”) is entered into as of the 29th day of
      December, 2006 by and between HF Services LLC (“Consultant”), and Hydrogen
      Power, Inc., a Delaware corporation (the “Company”).

     

    WHEREAS,
      the Company and Consultant wish to enter into an agreement whereby Consultant
      will provide the Company certain services of Henry Fong and/or Thomas Olson
      on a
      consulting basis.

     

    NOW,
      THEREFORE, for good and valuable consideration, the receipt of which is hereby
      acknowledged, the parties agree as follows:

     

    1.  Consulting
      Services.
      During
      the term of this Agreement, Consultant shall from time to time provide the
      Company the following services to be provided by Henry Fong and/or Thomas
      Olson:

     

    (a)  Assist
      management in compliance with Securities and Exchange Commission (“SEC”)
      regulations;

     

    (b)  Assist
      management, corporate counsel and independent auditors in preparation and
      documentation relating to SEC filings, including with respect to periodic and
      current reports filed with the SEC;

     

    (c)  Assist
      management, corporate counsel and independent auditors in preparation and
      documentation relating to registration statement filings with the
      SEC;

     

    (d)  Assist
      management and legal counsel in the preparation of private placement and public
      filings, including Forms D and business plans and assist in compliance with
      state “Blue Sky” requirements;

     

    (e)  Assist
      management in the preparation of any required S&P listing and any other
      required documentation for state securities agencies as applicable.

     

    (f)  Provide
      SEC Electronic Data Gathering and Retrieval (EDGAR) filing services for SEC
      filings;

     

    (g)  Assist
      management, corporate counsel, outside consultants and independent auditors
      to
      facilitate implementation and compliance with SEC and Public Company Accounting
      and Oversight Board (PCAOB) regulations, including Sarbanes-Oxley Act of 2004
      (“SOX”), SOX 404 Internal Control implementation and compliance, and SOX 302 and
      906 compliance;

     

    (h)  Coordinate
      with management and corporate counsel to facilitate compliance with, and
      maintenance of, corporate governance regulations mandated by applicable listing
      or securities exchange standards on which the Company’s securities
      trade;

     

    (i)  Coordinate
      with management, board of directors and corporate counsel to facilitate
      compliance with SEC insider trading regulations, including Section 16 compliance
      and the filing of Forms 3, 4, 5 and 13D and G, as applicable;

     

    (j)  Coordinate
      with management and corporate counsel to facilitate investor relations
      activities, including assistance with the preparation and dissemination of
      press
      releases and other investor and public relations releases, including, if
      necessary, to act as shareholder and press point-of-contact;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (k)  Coordinate
      with management and assist with maintenance of the Company’s equity schedules
      and equity securities as may be requested by Company;

     

    (l)  Coordinate
      with and assist management with board of directors meetings and activities,
      including Audit Committee, Compensation Committee and Nominating Committee
      meetings and activities; act as focal point for all board of directors meetings
      insure proper distribution of agenda and, if necessary, assist corporate
      secretary with recordation and preparation of corporate minutes; 

     

    (m)  Assist
      management with preparation for annual shareholders meetings, including
      preparation of draft proxy statement for management and legal review,
      development of script and other meeting materials as necessary; and acting
      as
      liaison with transfer agent throughout balloting process; and

     

    (n)  Any
      other
      services agreed to by the Company and Consultant.

     

    Notwithstanding
      Consultant’s agreement to perform the services set forth herein, the Company
      acknowledges and agrees that the responsibility to timely prepare and complete
      necessary corporate and securities filings and take other necessary corporate
      action is that of the Company, and that the veracity and completeness of
      information set forth in documents prepared with the assistance of Consultant
      and delivered to the SEC or any other party, whether a third-party or an
      affiliate, and the responsibility therefor is that of the Company. The Company
      hereby agrees to indemnify and hold harmless the Consultant, Henry Fong and
      Thomas Olson from and against any and all direct losses, claims, damages and
      liabilities, joint or several, as incurred, to which such party may become
      subject, and related to or rising out of the veracity or completeness of
      information set forth in any such documents or such actions taken by the
      Company, whether or not such information or action was prepared or taken with
      the assistance of Consultant, Henry Fong or Thomas Olson. The Company will
      assume the defense of any action, suit or proceeding arising herefrom and will
      employ counsel reasonably satisfactory to the indemnified party and will pay
      the
      fees and disbursements of such counsel, as incurred.

     

    The
      Company and Consultant hereby acknowledge and agree that: (i) Consultant is
      not
      a “broker” or “dealer” as defined under any applicable federal and/or state
      securities laws; (ii) Consultant shall not engage in any acts for which it
      is
      required to be a broker-dealer; (iii) Consultant shall not engage in any sales
      efforts in connection with any investment by any person or entity in the
      Company; (iv) Consultant shall not participate in any negotiation of the terms
      of any such investment; (v) Consultant shall not give any advice to anyone
      regarding the valuation of, potential return on, or the terms of any investment
      in, any securities of the Company, except as authorized by the Company.
      Consultant makes no representations, warranties or guaranties of any specific
      results or success. For purposes of this provision, “Consultant” shall include
      Henry Fong and Thomas Olson, individually and as representatives of the
      Consultant.

     

    2.  Compensation.
      In
      consideration of the services to be rendered by Consultant hereunder, the
      Company shall pay Consultant the following:

     

    (a)  $20,000
      per month (prorated for any partial month), payable in cash on or before the
      first day of each month during the Term (as defined in Section 3);
      and

     

    
      
        
        

      

      
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    (b)  The
      Company’s assignment and transfer hereby, effective as of the Effective Date (as
      defined in Section 3), of all personal property of the Company located at the
      7315 East Peakview Avenue, Englewood, Colorado address, including without
      limitation the phone system, computers and furniture, such assets having a
      depreciated aggregate book value of $8,962.42.

     

    Additionally,
      the Company shall, within thirty (30) days following the Company’s receipt of
      such request, reimburse Consultant for all reasonable expenses incurred and
      paid
      by Consultant in connection with the provision of consulting services to the
      Company pursuant to the terms hereof; provided that (i) prior to incurring
      any
      individual expense in excess of $500, Consultant shall submit a written request
      to the Company for approval for such expense and (ii) Consultant shall provide
      the Company with itemized receipts or other evidence of such expense along
      with
      its request for reimbursement.

     

    3.  Term;
      Termination.
      Unless
      terminated earlier by Consultant for any reason, or no reason, with sixty (60)
      days’ prior written notice to the Company, the term of this Agreement (the
“Term”) shall be for a period of one (1) year commencing on the date hereof (the
      “Effective Date”). This Agreement is not terminable by the Company prior to the
      expiration of the Term except in the event of willful misconduct of Consultant.
      

     

    4.  Confidentiality
      Obligations.
      As a
      condition to Consultant’s continuing relationship with the Company as a
      consultant, Consultant understands and agrees as follows:

     

    (a)  Consultant
      hereby acknowledges that it may have received, or may receive in the future,
      in
      its role as a consultant, certain confidential or non-public information from
      the Company concerning the Company (collectively, the “Confidential
      Information”). The term “Confidential Information” shall also include all
      reports, analyses, notes or other information that are based on, contain or
      reflect any evaluation material. For purposes of this paragraph 4, “Consultant”
constitutes HF Services and Henry Fong and Thomas Olson, as
      individuals.

     

    (b)  Consultant
      shall use the Confidential Information solely for the purpose of performing
      the
      services required to be performed by Consultant hereunder. Consultant, and
      any
      representatives and agents of Consultant, shall keep all Confidential
      Information confidential by Consultant, and shall not disclose any Confidential
      Information without the prior written consent of the Company; provided, however,
      that any of such information may be disclosed to Consultant’s representatives or
      agents who need to know such information for the purpose of performing such
      services required to be performed hereunder (it being understood that Consultant
      shall inform such representatives and agents of the confidential nature of
      the
      Confidential Information and shall direct such representatives and agents to
      treat such information confidentially). Consultant shall be responsible for
      any
      breach of this Agreement by its representatives or agents. 

     

    (c)  Following
      the completion of its engagement by the Company, Consultant and any
      representatives or agents of Consultant shall promptly return any Confidential
      Information in their respective possessions to the Company, without retaining
      any copy thereof, and destroy all analyses, compilations, studies or other
      documents prepared by or for internal use which reflect, contain or embody
      Confidential Information.

     

    (d)  For
      the
      purposes of this Agreement, the definition of “Confidential Information” shall
      not include information which (A) had been made previously available to the
      public by the Company; (B) is or becomes generally available to the public,
      unless the information being made available to the public results in a breach
      of
      this Agreement; (C) prior to disclosure to Consultant or Consultant’s
      representatives or agents, was already rightfully in any such person’s
      possession without any requirement of confidentiality or (D) is obtained by
      Consultant or Consultant’s 

     

     

    
      
        
        

      

      
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    representatives
      or agents from a third party who is lawfully in possession of such information,
      and not in violation of any contractual, legal or fiduciary obligation to the
      Company, with respect to such information and who does not require Consultant
      to
      refrain from disclosing such information to others.

     

    (e)  Consultant
      acknowledges and agrees that the obligations under this Section 4 shall survive
      indefinitely, notwithstanding the earlier termination of this
      Agreement.

     

    5.  Status
      of Consultant as Independent Contractor.

     

    (a)  Using
      its
      best efforts, Consultant shall devote such time to the performance of the
      services described in this Agreement as may be necessary to satisfactorily
      complete the such services.

     

    (b)  Consultant
      shall be an independent contractor in the performance of this Agreement, and
      shall not be deemed an employee of the Company for any purpose whatsoever.
      Neither Consultant nor any employees of Consultant shall participate in any
      benefit programs for the Company employees, including without limitation health
      benefits, life insurance, pension or profit sharing plans and paid vacation
      and
      sick leave. Consultant shall be solely responsible for the payment of its income
      taxes as required by any and all government agencies with respect to
      compensation paid to Consultant by the Company, and shall comply with all
      regulations therefrom.

     

    (c)  Consultant
      shall have no power to act as an agent of the Company or bind the Company in
      any
      respect.

     

    (d)  The
      Company further acknowledges that the services of Consultant provided hereunder
      are not exclusive to the Company, and nothing herein shall be construed to
      limit
      or restrict Consultant or its affiliates (including without limitation Henry
      Fong and Thomas Olson) in conducting such business with respect to others or
      in
      rendering similar services to others. Consultant hereby acknowledges that the
      Company’s engagement of Consultant is similarly not exclusive, and the Company
      is free to obtain similar services as provided by Consultant from third
      parties.

     

    6.  Release
      by the Company of Consultant and its Affiliates.
      The
      Company, on behalf of itself and its predecessors, successors, subsidiaries,
      affiliates, officers, directors, employees, agents, representatives, attorneys
      and assigns (collectively, the “Company Releasing Parties”) does hereby
      absolutely and unconditionally release and forever discharge Consultant, Henry
      Fong and Thomas Olson and their respective affiliates (collectively, the
“Consultant Parties”) from any and all claims, demands, actions or causes of
      action of any kind, nature, description or origin, under any state or federal
      law or laws or the common law, from the beginning of time to the date hereof
      which the Company Releasing Parties have ever had or now have against any
      Consultant Party, whether known or unknown, relating to or arising out of,
      directly or indirectly, Consultant Party’s role as an officer, director,
      employee, shareholder of any Company Releasing Party. 

     

    7.  Release
      by Consultant Parties of Company and its Affiliates.
      The
      Consulting Parties (as defined in Section 6), on behalf of Consultant Parties
      and their respective predecessors, successors, subsidiaries, affiliates,
      officers, directors, employees, agents, representatives, attorneys and assigns,
      as appropriate (collectively, the “Consultant Releasing Parties”) does hereby
      absolutely and unconditionally release and forever discharge the Company and
      its
      affiliates (collectively, the “Company Parties”) from any and all claims,
      demands, actions or causes of action of any kind, nature, description or origin,
      under any state or federal law or laws or the common law, from the beginning
      of
      time to the date hereof which the Consultant Releasing Parties have ever had
      or
      now have against any Company Party, whether known or unknown, relating to or
      arising out of, directly or indirectly, Consultant Party’s role as an


     

     

    
      
        
        

      

      
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    officer,
      director, employee, shareholder of any Company Party. Notwithstanding any other
      provision herein, this Section 7 shall not be construed to, and shall not,
      limit
      in any manner any right of a Consultant Party to indemnification by the Company
      against any third party claim, whether the obligation to indemnify arises
      pursuant to statute, a provision of the Company’s certificate of incorporation,
      bylaws or Indemnity Policy, any contractual obligation of the Company to such
      Consultant Party or otherwise. 

     

    8.  Miscellaneous.

     

    (a)  Entire
      Agreement.
      This
      Agreement sets forth the entire agreement of the parties with respect to the
      subject matter hereof, and supersedes all prior agreements. This Agreement
      may
      not be amended or modified in any manner except by an instrument in writing
      signed by the parties.

     

    (b)  Severability.
      The
      invalidity or unenforceability of one or more provisions of this Agreement
      shall
      not affect the validity or enforceability of any of the other provisions, and
      this Agreement shall be construed as if such invalid or unenforceable provisions
      were omitted. If any provision is unenforceable because it is overbroad, the
      parties agree that such provision shall be limited to the extent necessary
      to
      make it enforceable, it being the intent of the parties that provisions of
      this
      Agreement be enforced to the maximum extent possible.

     

    (c)  Construction;
      Venue; Attorneys’ Fees.
      This
      Agreement shall be deemed to have been entered into in, and shall be construed
      and enforced in accordance with the laws of, the State of Colorado. All disputes
      related to or arising under this Agreement must be brought in the State of
      Colorado with each party consenting to the exclusive jurisdiction of the courts
      therein and waiving any personal jurisdiction defenses. Each party hereby (i)
      waives any objection which it might have now or hereafter to the foregoing
      venue
      of any such litigation, action or proceeding, (ii) irrevocably submits to the
      exclusive jurisdiction of any such court set forth above in any such litigation,
      action or proceeding, and (iii) waives any claim or defense of inconvenient
      forum. Each party hereby consents to service of process by registered mail,
      return receipt requested and expressly waives the benefit of any contrary
      provision of law. If any party is made or shall become a party to any
      litigation, including without limitation arbitration proceedings, commenced
      by
      or against another party involving the enforcement of any of the rights or
      remedies of such party, or arising on account of a default of the other party
      in
      its performance of any of the other party’s obligations hereunder, then the
      prevailing party in such litigation shall receive from the other party all
      costs
      incurred by the prevailing party in such litigation, plus reasonable attorneys’
fees to be fixed by the court or arbitrator, as applicable.

     

    (d)  Waivers.
      The
      failure of any party to insist, in any one or more instances, upon the
      performance of any of the terms or conditions of this Agreement or to exercise
      any right, shall not be construed as a waiver of the future performance of
      any
      such term or condition or the future exercise of such right.

     

    (e)  Notices.
      Any
      notice to be given shall be sufficiently given when received, and, if mailed,
      shall be deemed received three (3) business days after the date of mailing
      if
      sent by certified mail, postage prepaid, to the address of the party set forth
      below (or to such other address as the party shall designate by written
      notice).

     

    
      
        
        

      

      
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              If
                to the Company, to:

            	
              Hydrogen
                Power, Inc.

              1942
                Westlake Avenue, Suite 1010 

              Seattle,
                WA 98101

              Facsimile:
                (206) 728-2423

              Attn:
                Chief Executive Officer

            
	
              If
                to Consultant, to:

            	
              HF
                Services

              7315
                East Peakview Avenue

              Englewood,
                CO 80111

              Facsimile:
                (303) 796-9762

              Attn:
                Henry Fong

            


    

    


    (f)  Assignment.
      Consultant may not assign or subcontract its rights or obligations under this
      Agreement without the prior written consent of the Company. The Company may
      not
      assign its rights to any affiliated entity without the prior written consent
      of
      Consultant.

     

    (g)  Third-Party
      Beneficiary.
      The
      Company and Consultant acknowledge and agree that they expressly intend that
      Henry Fong and Thomas Olson, and their respective successors and assigns
      (collectively, the “Beneficiaries”), are expressly intended to be third-party
      beneficiaries to this Agreement, and that all provisions of this Agreement
      relating to each such Beneficiary is intended to inure to the benefit of such
      Beneficiary. Each such party is entitled to any rights, interest or claims
      arising hereunder. If any Beneficiary is required to enforce or otherwise
      litigate any of its rights or remedies under this Agreement arising on account
      of a default of the Company in the performance of its obligations hereunder,
      then such Beneficiary shall be entitled to receive from the Company all costs
      incurred by such Beneficiary in enforcing its rights, including without
      limitation its reasonable attorneys’ fees.

     

    


     


    
      
        
          


        

        
        

      

      
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    IN
      WITNESS WHEREOF, the undersigned have executed this Agreement the day and year
      set forth below. 

     

    
      	 	
              HYDROGEN
                POWER, INC.

            
	
              Dated:
                December 29, 2006

            	
               

               

               

              By
                /s/ Joseph W. Hovorka

              Its
                Director

            
	 	
               

               

              HF
                SERVICES

            
	
              Dated:
                December 29, 2006

            	
               

               

               

              By
                /s/ Henry Fong

              Its
                Manager

            
	
              Dated:
                December 29, 2006

            	
               

               

              With
                respect to Paragraphs 4, 5 and 7:

               

               

              /s/
                Henry Fong

              Henry
                Fong, individually

            
	
              Dated:
                December 29, 2006

            	
               

               

              /s/
                Thomas B. Olson

              Thomas
                Olson, individually

            


    

    


    


    


    


    


    


    


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      Agreement - Signature Page