EXHIBIT
      10.16





PREFACE:
      The following Agreement is made between the Parties thereof with the primary
      objective being to provide Astris Energi Inc. with sufficient capital to uphold
      its obligations under the final joint venture agreement with CareAction Inc.
      However, it is realized that, in the event CareAction fails to raise its
      required financing within a reasonable period of time, Astris will need capital
      to proceed with the finalization and commercialization of the MC250
      generator.





THIS
      AGREEMENT made on the 22 nd day of
      May 2003.





BETWEEN:





Astris
      Energi Inc., of Mississauga, Ontario (hereinafter referred to as
      "Astris")





-
      and
      -





First
      Energy Advisors Inc., of Hamilton, Ontario (hereinafter referred to as "First
      Energy")





In
      consideration of First Energy putting forth its best efforts to raise capital
      for Astris as set forth below, Astris agrees to pay First Energy, its successors
      or assigns, a fee in the amount of C$5,000 per month plus travel expenses not
      to
      exceed C$2,000 per month plus airfare, payable on the 22 nd day of
      each month commencing on May 22 nd ,
      2003.
      This fee will be increased to C$10,000 per month when the first C$150,000 has
      been received, and to C$15,000/month when US$l ,000,000 has been received in
      the
      aggregate. These payments will continue for six (6) months from the date of
      this
      agreement, and can be further extended by mutual consent.





A)
            First
                Energy will invest or cause to be invested not later than 30 June
                2003 a
                minimum of C$150,000 as a private placement exempt from prospectus
                provisions, to buy Astris common shares at a price equal to the five
                (5)
                day closing average preceding the day of the transaction. One warrant
                with
                an exercise price ofUS$0.75 and a 3-year term will be attached to
                each
                share.





An
      option
      for 200,000 shares at the same five (5) day closing average share price,
      exercisable for one (I) year, will be granted to First Energy.





B)
            First
                Energy will complete further private placement exempt from prospectus
                of
                Astris shares at market price, determined as the five (5) day average,
                to
                net the Astris treasury US$l ,000,000 on or before 31 August 2003.
                As
                compensation to First Energy an additional 300,000 warrants with
                an
                exercise price of US$0.75 and a 3-year term will be attached to this
                share
                issue.





C)
            First
                Energy will complete further private placement exempt from prospectus
                of
                Astris shares at market price, determined as the five (5) day average,
                to
                net the Astris treasury US$l,000,000 on or before 31 October 2003.
                As
                compensation to First Energy an additional 300,000 warrants with
                an
                exercise price of US$1.00 and a 3-year term will be attached to this
                share
                issue.











D)
            First
                Energy will complete further private placement exempt from prospectus
                of
                Astris shares at market price, detennined as the five (5) day average,
                to
                net the Astris treasury an additional US$3,000,000 on or before 30
                December 2003. As compensation to First Energy an additional 400,000
                warrants with an exercise price of US$1.25 and a 3-year term will
                be
                attached to this share Issue.





Additional
      warrants attached to shares issued in private placements to investors under
      B,
      C, or D will be negotiable but the exercise price of the warrant will be no
      less
      than 1.5 times the share issue price and the term not longer than three (3)
      years.





Astris
      agrees to engage First Energy to assist in financial and business matters.
      Either party may, in its sole discretion, terminate this contract upon sixty
      (60) days written notice to the other. Upon such termination, neither party
      shall be further obligated hereunder nor will either party have any further
      liability to the other.





IN
      WITNESS THEREOF, the parties have duly executed this Agreement as of the day
      and
      year first above written.





**ASTRIS
                ENERGI INC.**
            
            **FIRST
                ENERGY ADVISORS INC**./s/
                Jiri K. Nor
            
            /s/
                Arthur LaudenslagerJiri
                K. Nor
            
            Arthur
                Laudenslager, Vice President






-2-