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                         OFFICER'S EMPLOYMENT AGREEMENT


         EMPLOYMENT AGREEMENT, dated as of June 11, 2001, between H Power Corp.,
a Delaware corporation, having its principal place of business at 1373 Broad
Street, Clifton, New Jersey 07013 (hereinafter referred to as the "Company"),
and Dudley Castle Wass II, residing at 9515 Wood Bend Drive, Saline, MI 48176
(hereinafter referred to as "Executive"). (The Company and Executive are
collectively referred to as the "Parties.")

1.       TERM OF EMPLOYMENT

         Subject to the provisions of this Agreement, the Company hereby agrees
to employ Executive, and Executive hereby agrees to be employed by the Company,
for a term commencing June 11, 2001 and ending June 11, 2004. This contract will
renew automatically in one year increments unless written notice is given by
either party of an intent to terminate the contract within six months prior to
the expiration date then in effect for the contract.

2.       TITLES AND DUTIES

         Subject at all times to the supervision and direction of the Chief
Executive Officer of the Company (the "CEO"), Executive shall be employed as
Chief Operating Officer of the Company and shall have such duties, authority,
rights and obligations as are usually inherent in such position and as the CEO
may reasonably require. In general, Executive shall use his very best efforts to
promote the business of the Company.

         In the event that Executive is elected or appointed as a Director of
the Company or as a Director or an Officer of the Company's affiliated or
subsidiary companies, whether now existing or hereafter acquired, Executive
consents to serve in such capacity or capacities as the Board of Directors of
the Company (the "Board") may determine, without additional compensation;
provided that Executive understands and acknowledges that the Company is under
no obligation to elect Executive to the Board.

         Executive shall primarily render his services at the Company's Monroe,
North Carolina facility located at 1415 Airport Boulevard, Monroe, North
Carolina 28110, or at such other place or places as the CEO shall designate, it
being understood that Executive may be required from time to time to render
services at the Company's principal place of business or Canadian facility.

3.       EXCLUSIVE EMPLOYMENT

         Executive shall devote substantially all his business time, ability and
attention to the business of the Company. Executive shall not directly or
indirectly render any services of a business, commercial, or professional
nature, to any other person or organization, whether for



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compensation or otherwise, that is in competition directly or indirectly with
the business of the Company.

         (a)      Executive shall refrain from any act which involves a conflict
                  of interest between the exercise of his position in the
                  Company and his personal interest.

         (b)      Executive shall refrain from exploiting any business
                  opportunity of the Company for the achievement of an advantage
                  for himself or for another.

         (c)      Executive shall disclose to the Company any information and
                  deliver to it any document that pertains to its affairs and
                  which came into his possession by virtue of his position with
                  the Company.

4.       COMPENSATION & BENEFITS

         For the full and faithful performance of his services as set forth
hereunder, Executive shall be entitled to the following:

         (a)      Base Salary. During the term of this Agreement, Executive
                  shall be paid an annual salary of Two Hundred Thousand Dollars
                  ($200,000), payable in bi-weekly installments, subject to all
                  applicable withholding, social security and other payroll
                  taxes.

         (b)      Salary Adjustments. The rate of salary shall be reviewed by
                  the Board not less often than annually and may be increased
                  (but not decreased) from time to time in such amounts as the
                  Board in its discretion may provide; it being understood,
                  however, that the Board shall have no obligation to increase
                  said salary.

         (c)      Benefit Programs. Executive shall be entitled to participate
                  in all employee benefit programs of the Company available to
                  senior executives of the Company, as such programs may be in
                  effect from time to time, including, without limitation:
                  pension or other retirement plans; profit sharing plans; group
                  life insurance; accidental death and dismemberment insurance;
                  hospitalization, surgical and major medical coverage; sick
                  leave, vacation and holiday benefits; and other employee
                  benefit programs sponsored by the Company; provided, however,
                  that there is no obligation on the part of the Company to
                  provide these benefits to senior executives. Such programs may
                  be amended or terminated if done so for all or a material
                  portion of the Company's executives.

         (d)      Reimbursement of Expenses. Consistent with established
                  policies of the Company as in effect from time to time for
                  senior executives, consultants and members of the Board, the
                  Company shall pay to or reimburse Executive for all reasonable
                  and actual out-of-pocket expenses, including without
                  limitation, travel, hotel, automobile, telephone and cellular
                  telephone expenses, computer and data processing expenses and
                  similar expenses, incurred by Executive in performing his
                  obligations under this Agreement; provided that Executive
                  timely submits reasonable documentation with respect to such
                  expenses.



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         (e)      Automobile. Executive shall be entitled to an automobile
                  allowance of ten thousand dollars ($10,000) per annum.

         (f)      Bonuses. In addition to all other compensation, Executive
                  shall be entitled to receive such bonuses as the Board shall
                  determine, in its sole discretion, from time to time; it being
                  understood that the Board shall have no obligation to award
                  such bonuses.

         (g)      Stock Options. Executive shall be granted ten-year
                  non-qualified stock options to purchase 250,000 shares of the
                  Company's Common Stock, par value $.001 per share, at a price
                  equal to the fair market value of the Common Stock on the
                  first day of Executive's employment, pursuant to the H Power
                  Corp. 2000 Stock Option Plan. The options may be exercised as
                  follows: one-third as of June 11, 2002, one-third as of June
                  11, 2003, and the final third as of June 11, 2004.

         (h)      Relocation Expenses. Consistent with established policies of
                  the Company as in effect from time to time for senior
                  executives, the Company shall pay to or reimburse Executive
                  for reasonable expenses incurred by Executive relating to his
                  relocation to Monroe, North Carolina or within 50 miles
                  thereof; provided that Executive timely submits reasonable
                  documentation with respect to such expenses.

         (i)      Social Club Membership Dues. Executive shall be entitled to
                  receive reimbursement for dues payable by Executive for
                  membership in a country club located in Monroe, North Carolina
                  or within 50 miles thereof.

         (j)      Vacation. Executive will be entitled to three weeks vacation
                  during the first five years of service, four weeks during the
                  second five years of service and five weeks vacation for
                  service in excess of 10 years.

5.       TERMINATION OF EMPLOYMENT

         (a)      For Cause. The Company shall have the right to terminate this
                  Agreement immediately after written notification to Executive
                  specifying the basis for the termination, upon the occurrence
                  of any one of the following events which shall constitute
                  "cause": the willful failure by Executive to abide by the
                  terms of this Agreement; or fraud, misappropriation,
                  embezzlement, theft, dishonesty or similar actions by
                  Executive; or the habitual or willful neglect by Executive of
                  his employment duties; or the habitual or willful disregard of
                  mandates of the Board or the Chief Executive Officer of the
                  Company; or the willful performance of an unauthorized act
                  outside the scope of his office; or an act of moral turpitude
                  by Executive which tends to reflect unfavorably on the
                  Company.

                           In the event that the Company terminates Executive's
                  employment for cause, Executive shall be entitled only to the
                  unpaid bi-weekly installments of his Base Salary up to and
                  including the date of termination and to his approved Business
                  Expense Reimbursement not paid prior to termination.



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         (b)      In the Event of Death. This employment agreement shall
                  terminate in the event of Executive's death, in which case
                  Executive's estate shall be entitled to the bi-weekly
                  installments of Executive's Base Salary for a period of six
                  months following the date of death and Executive's Business
                  Expense Reimbursement not paid prior to his death. In
                  addition, the Board of Directors may, at its sole discretion,
                  pay to Executive's estate a pro-rata portion of any bonus
                  Executive would have received pursuant to Section 4(f); it
                  being understood that the Board shall have no obligation to
                  award such bonus.

         (c)      In the Event of Disability. The Company shall have the right
                  to terminate this Agreement in the event of Executive's
                  inability to substantially perform the essential functions of
                  his job duties hereunder for a period of three months out of
                  any six month period during his employment, whether such
                  inability results from illness, accident or otherwise.

                           In the event that the Company terminates Executive's
                  employment during the term of this Agreement as a result of
                  Executive's Disability, Executive shall be entitled to the
                  bi-weekly installments of his Base Salary for a period of six
                  months following the date of termination; Executive's Business
                  Expense Reimbursement not paid prior to termination; and the
                  continuation of Executive's health and welfare benefits
                  through the end of the terms of this Agreement. In addition,
                  the Board of Directors may, at its sole discretion, pay to
                  Executive a pro-rata portion of any bonus Executive would have
                  received pursuant to Section 4(f); it being understood that
                  the Board shall have no obligation to award such bonus.

         (d)      Change in Control. (i) In the event that Executive's
                  employment is terminated by the Company within one year
                  following a Change in Control (as defined below) for any
                  reason other than cause, death or disability, then the Company
                  shall pay Executive one-half his annual Base Salary at his
                  then current rate and one-half of the latest annual incentive
                  compensation payment calculated by taking the highest of the
                  latest two incentive payments earned and paid divided by two,
                  such payment to be made in one lump sum payment at the time of
                  termination. Such payments shall be in lieu of any and all
                  other payments due and owing to Executive under the terms of
                  this Agreement. The Company shall also provide to the
                  Executive health insurance for a period of one year following
                  termination of Executive's employment. Executive shall not be
                  required to seek other employment or to otherwise mitigate the
                  effects of such termination, and such payments shall not be
                  reduced by any income received from other sources (all
                  compensation and other benefits described above and the terms
                  thereof shall hereinafter be referred to collectively as the
                  "Severance Package").

                           (ii) Executive may terminate his employment hereunder
                  within one year following a Change of Control for Good Reason;
                  provided that, (x) the Company has been given notice setting
                  forth in reasonable detail the nature of the Good Reason and
                  (y) a period of at least thirty (30) days in which the Company
                  may remedy the circumstances giving rise to such Good Reason
                  has expired, and



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                  the Company fails to so remedy such circumstances. For
                  purposes of this Agreement, "Good Reason" shall mean:

                                    (A) the assignment to Executive of any
                           duties materially inconsistent with Executive's
                           position, duties and responsibilities as set forth in
                           Section 2 of this Agreement or any action by the
                           Company which results in a material diminution in
                           Executive's position, authority, duties or
                           responsibilities, excluding for this purpose any
                           isolated or inadvertent action by the Company which
                           is remedied by the Company promptly after receipt of
                           notice thereof from the Executive; or

                                    (B) any failure by the Company to comply in
                           all material respects with the provisions of Section
                           4 of this Agreement regarding Executive's
                           compensation, benefits, vacation, and expenses other
                           than an isolated or inadvertent action by the Company
                           which is remedied by the Company promptly after
                           receipt of notice thereof from the Executive.

                  In the event that Executive terminates his employment for Good
                  Reason following a Change in Control, then the Company shall
                  pay Executive the Severance Package.

                           For purposes of this provision, a "Change in Control"
                  shall be deemed to have occurred: if any "person" (as such
                  term is used in Sections 13(d)(3) and 14(d)(2)) of the
                  Securities Exchange Act of 1934, as amended (the "Exchange
                  Act")), other than Executive, who is not a shareholder of the
                  Company as of the date hereof, shall have become the
                  beneficial owner, directly or indirectly, of Common Stock
                  representing thirty-three and one-third percent (33?%) or more
                  of the combined voting power of the Company's then outstanding
                  securities, unless three-quarters of the Board of Directors,
                  as constituted immediately prior to the date of the Change in
                  Control, decide in their reasonable discretion that no Change
                  in Control has occurred, the Executive not being allowed to
                  vote on such matter if he is then a Director; provided,
                  however, that if any such person other than Executive (whether
                  or not a stockholder of the Company as of the date hereof)
                  shall become the beneficial owner, directly or indirectly, of
                  Common Stock representing fifty percent (50%) or more of the
                  Company's then outstanding securities, a Change in Control
                  shall ipso facto have occurred; or if there is a Change in
                  Control of a nature that, in the opinion of counsel for the
                  Company, would be required to be reported in response to Item
                  6(e) of schedule 14A under the Exchange Act, unless
                  three-quarters of the Board of Directors, as constituted
                  immediately prior to the date of the Change in Control, decide
                  in their reasonable discretion that no Change in Control has
                  occurred, Executive not being allowed to vote on such matter
                  if he is then a Director.





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6.       UNAUTHORIZED DISCLOSURE

         During the period of his employment and for a period of three (3) years
thereafter, Executive shall not, without the prior written consent of the Board,
disclose to any person other than as required by law or court order (10 days'
prior written notice having been given to the Company in order to formulate a
response), or other than to an employee of the Company, or to a person to whom
disclosure is necessary or appropriate in connection with the performance by
Executive of his duties as an executive of the Company, any confidential
information obtained by him while in the employ of the Company with respect to
any of the Company's products, services, customers, suppliers, marketing
techniques, patents, proprietary technologies, trade secrets, methods, or future
plans, the disclosure of which will be damaging to the Company; provided,
however, that confidential information shall not include any information known
generally to the public (other than as a result of unauthorized disclosure by
Executive).

7.       RESTRICTIVE COVENANT

         During the period of his employment and for a period of two (2) years
thereafter, Executive shall not enter into competition with the Company or any
affiliate of the Company without the prior consent of the Board. For purpose of
this paragraph 7, competition shall mean the association of Executive with a
company, corporation, firm or partnership, whether as an employee, consultant,
partner, principal, agent, representative or shareholder, directly or indirectly
(except as a holder, directly or indirectly, of less than Five (5%) Percent of
the outstanding securities of any corporation whose stock is listed for trading
on any securities exchange or are traded in the over-the-counter market) which
competes, directly or indirectly, with the Company in any business in which the
Company is presently engaged or will be engaged upon termination of Executive's
employment, unless such association shall be for purposes and shall impose
duties upon Executive that do not directly relate to the Company's business
activities. If a court of competent jurisdiction should determine that the
period, scope, or geographical area of the restrictions set forth in this
paragraph 7 are unreasonable under the circumstances then existing, the Parties
agree that the period, scope, or geographical area that is reasonable under such
circumstances shall be substituted for the stated period, scope, or geographical
area.

         During the term of his employment and for a period of two (2) years
thereafter, Executive shall neither solicit, induce and/or suggest to any of the
employees, consultants to, or other persons having a substantial contractual
relation with, the Company to leave such employ, cease counseling or terminate
such contractual relationship with the Company nor to join Executive as a
partner, co-venturer, employee, investor, or otherwise, in any substantial
business activity whatsoever.

         Executive shall at no time take any action or make any statement that
could discredit the reputation of the Company or its personnel, products or
services.

8.       INVENTIONS OR DISCOVERIES

         Executive shall fully and promptly disclose to the Company any and all
improvements, discoveries, and inventions made or conceived by him, whether or
not patentable, whether or not during the working hours of his employment or
with the use of the Company's facilities,



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materials or personnel, and whether solely or jointly with others, during his
employment by the Company, which result from or relate to the business of the
Company in any way.

         Any and all such improvements, discoveries, and inventions are and
shall remain the sole and exclusive property of the Company without royalty or
payment of any further consideration to Executive, on his own behalf and on the
behalf of his heirs, assigns, executors, administrators, and any other legal
representative. Executive hereby assigns and transfers all of his right, title
and interest in and to all such improvements, discoveries, and inventions to the
Company, including, but not limited to, any applications for United States
and/or foreign letter patents and any United States and/or foreign patents that
shall be granted. Executive shall apply, at the Company's request and expense,
for United States and foreign letters patent, whether in his name or otherwise
as the Company shall desire, and shall execute and deliver to the Company
without charge to the Company, but at its expense, such written instruments and
shall do such other acts as may be necessary or appropriate in the opinion of
the Company to obtain and maintain United States and/or foreign letters patent
or other proprietary rights and shall vest the entire right entitled thereto in
the Company.

9.       EQUITABLE RELIEF

         Executive hereby represents that the services to be performed by him
are of a special, unique, unusual, extraordinary and intellectual character
which gives them a peculiar value, the loss of which cannot be reasonably or
adequately compensated in damages in an action at law and that any violation of
this Agreement will cause the Company immediate and irreparable harm. Executive
therefore expressly agrees that, in addition to any other rights or remedies
which the Company may possess, the Company shall be entitled to injunctive and
other equitable relief to prevent a breach of this contract by the Company.

10.      INDEMNIFICATION

         Executive shall indemnify and save harmless the Company from all
liability from loss, damage or injury to persons or property resulting from the
gross negligence or willful misconduct of Executive.

11.      ASSIGNABILITY

         No rights or obligations under this Agreement may be assigned or
transferred by Executive except:

         (a)      Executive's rights to compensation and benefits to be paid
                  hereunder in the event of death shall, in the event of death,
                  pass to his estate, or to his designated beneficiary and may
                  be transferred by will or operation of law, and

         (b)      Executive's rights under the Company's plans, programs and
                  policies may be assigned or transferred in accordance with the
                  terms of such plans, programs and policies.



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         The rights and obligations of the Company under this Agreement shall
inure to the benefit of and shall be binding upon the successors and assigns of
the Company. The Company shall have the right to assign this Agreement to a
successor in the event of a merger, consolidation, sale of a substantial portion
of its assets or a similar transaction, or to a wholly-owned subsidiary.

12.      GOVERNING LAW

         This Agreement shall be governed by the laws of the State of New Jersey
without reference to the principles of conflict of laws.

13.      ENTIRE AGREEMENT

         Except as otherwise specifically provided herein, this Agreement
contains all the legally binding understandings and representations between the
Company and Executive pertaining to the subject matter hereof and supersedes all
undertakings and agreements, if any, whether oral or in writing, previously
entered into by the Company and Executive with respect to such subject matter.

14.      AMENDMENT OR MODIFICATION; WAIVER

         No provision of this Agreement may be amended or waived unless such
amendment or waiver is approved by the Board and is signed by Executive and by a
duly authorized officer of the Company. Except as otherwise specifically
provided in this Agreement, no waiver by the Company or Executive of any breach
by the other of any condition or provision of this Agreement to be performed by
such other party shall be deemed a waiver of a similar or dissimilar provision
or condition at the same or any prior or subsequent time.

15.      NOTICES

         Any notice required or permitted to be given under this Agreement shall
be in writing and shall be deemed to have been given when delivered personally
or sent by certified or registered mail, postage prepaid, return receipt
requested, duly addressed to the party concerned at the address indicated below
or to such changed address as such party may subsequently give notice of:

                           If to H Power:    H Power Corp.
                                             1373 Broad Street
                                             Clifton, New Jersey  07013
                                             Attn.: Secretary


                           With a copy to:   Fulbright & Jaworski L.L.P.
                                             666 Fifth Avenue




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                                             New York, NY 10103
                                             Attention: Merrill M. Kraines, Esq.


                           If to Executive:  Dudley Castle Wass II
                                             9515 Wood Bend Drive
                                             Saline, MI 48176


16.      SEVERABILITY

         In the event that any provision or portion of this Agreement shall be
determined to be invalid or unenforceable for any reason, the remaining
provisions or portions of this Agreement shall be unaffected thereby and shall
remain in full force and effect to the fullest extent permitted by law.

17.      SURVIVORSHIP

         To the extent contemplated by this Agreement, the respective rights and
obligations of the Parties hereunder shall survive any termination of this
Agreement to the extent necessary to the intended preservation of such rights
and obligations.

18.      REPRESENTATIONS

         (a)      By the Executive. Executive represents and warrants that the
                  performance of his duties under this Agreement will not
                  violate any agreement between him and any other person, firm
                  or organization.

         (b)      By the Company. The Company represents and warrants that it is
                  fully authorized and empowered to enter into this Agreement.

19.      REFERENCES

         In the event of Executive's death or a judicial determination of his
incompetence, reference in this Agreement to Executive will be deemed, where
appropriate, to refer to his legal representative or, where appropriate, to his
beneficiary or beneficiaries.

         Headings to the sections in this agreement are intended solely for
convenience and no provision of this Agreement shall be construed by reference
to any heading.

20.      MUTUAL INTENT

         The language used in this Agreement is the language chosen by the
Parties to express their mutual intent. The Parties agree that in the event that
any language, section, clause, phrase




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or word used in this Agreement is determined to be ambiguous, no presumption
shall arise against or in favor of either party and that no rule of strict
construction shall be applied against either party.





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         IN WITNESS WHEREOF, Executive and the Company have caused this
Agreement to be executed as of the day and year first above written.


EXECUTIVE                               H POWER CORP.



/s/ Dudley Castle Wass II               By: /s/ William L. Zang
---------------------------------          ------------------------------------
Dudley Castle Wass II                         William L. Zang
                                              Chief Financial Officer



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