EXHIBIT
      10.13





December
      10, 2004




**CONSULTING
      AGREEMENT**




Whereas
      Liikfam Holdings Inc. (hereinafter “Liikfam”) is in the business of providing
      strategic management and financial services, and whereas Astris Energi Inc.
      (hereinafter the “Company”) wishes to contract for these services in connection
      with the commercialization of its fuel cell technology, the parties hereto
      agree
      to the following terms:





**Objective**




The
      primary objective of the initial phase of Liikfam’s involvement will be to
      prepare the Company for and arrange an interim financing in the range of US
      $1
      to $2 million to facilitate the ongoing operations of the Company and to provide
      it with sufficient financing to demonstrate viable small volume commercial
      production of its MC250 fuel cell stack. The financing would be contingent
      on
      the demonstration of initial production capability from it’s European based
      production facility as well as the achievement of a significant commercial
      partnership or meaningful production order. Thereafter, Liikfam will assist
      the
      Company with its preparation for a major institutional financing in the range
      of
      US $10 million. In so doing, Liikfam would utilize its contacts with both US
      and
      Canadian brokerage firms to encourage analyst coverage of the Company and work
      toward a full listing of the Company either on a Canadian or US exchange.
      Liikfam would also assist in the efforts to secure a strategic industry investor
      who in turn would assist with the financing efforts and assist in the
      commercialization effort.




**Time
      Commitment**




Liikfam
      will make available Michael Liik to provide consulting services described
      herein. On average, he will devote a minimum of one and one half days per week,
      subject to annual review.





**Compensation**




Liikfam
      will be compensated from the date hereof, for all of the foregoing consulting
      services at a rate of Cdn $8,333 per month plus GST payable in shares or cash
      at
      the Company’s discretion. In the event that the Company opts for share based
      compensation, shares would be issued quarterly at the end of each completed
      quarter on the same basis as all quarterly share payments are made to directors
      and employees. For the period commencing after the interim financing of USD
      $2
      million, the form of payment (shares or cash) shall be at Liikfam’s
      discretion.










**Expenses**





The
      Company will reimburse Liikfam for all reasonable business expenses; expenses
      over $1000 will require prior approval. Mileage will be paid at the rate of
      $0.30 per km.





**Termination**





This
      agreement may be terminated by either party providing a 30 day notice in writing
      to the other party.





Agreed
      to
      this 10th day of December, 2004, in Mississauga by:





**Astris
                Energi Inc.**
            
            **Liikfam
                Holdings Inc.**“Jiri
                Nor”
            
            “Michael
                Liik”Per:
                Jiri Nor
            
            Per:
                Michael LiikPresident
            
            President






-2-