EXHIBIT
      10.15




***Plasma
      Environmental Technologies Inc.***


200-4145
      North Service Road


Burlington
      ON L7L 6A3


phone:
      (905) 332-9693


fax:
      (905) 332-9792


e-mail:
      falconer@plasmaenvironmental.com





February
      23, 2005





Astris
      Energi Inc.


2175-6
      Dunwin Drive


Mississauga,
      Ontario


L5L
      1X2





Attention:
      Anthony Durkacz


Vice
      President of Finance








Dear
      Sirs:





**Subject:**  **Teaming
      Arrangement**




Further
      to our recent discussions, the purpose of this letter is to set out the various
      terms and conditions on which Plasma Environmental Technologies Inc. (“PET”) and
      Astris Energi Inc. (“Astris”) have agreed to promote certain intellectual
      property and business contacts for their mutual benefit.




**1.**
            **Background**




Astris
      is
      a research and development company which designs and develops hydrogen fuelled
      electric power generating systems based on alkaline fuel cell (“AFC”) technology
      for use in stationary, portable and transportation applications.




PET
      develops and markets plasma-based systems for the safe and cost-effective
      destruction of hazardous and non-hazardous wastes. PET holds the rights to
      a
      plasma-assisted gasifier (“PAG”) technology which allows for the destruction of
      municipal solid wastes and converts them into a clean syngas. One of the
      off-gases created in this process is hydrogen.




**2.**
            **Objective**




The
      objectives of this Agreement are to establish the relationship and to set
      certain understandings between PET and Astris in respect of:




(a)
            ‘*Stage
                1*’
-
                the evaluation, development and testing of the gases produced in
                the PAG
                waste destruction process to determine what technology or similar
                changes
                are required to establish the production of appropriately pure hydrogen
                gas for use in Astris’ hydrogen fuel cell systems; and the demonstration
                of the PAG technology to produce such gas for such purpose;
                and











(b)
            *‘Stage
                2’*-
                following Stage 1, select a PAG installation site or sites for a
                demonstration/pilot project to further evaluate, under real-world
                conditions, the applicability of an installation as proposed in Stage
                1;
                it is expected that such an installation would be sponsored and funding
                would be sought from appropriate stakeholders including special interest
                groups, private/public companies and local, provincial and federal
                governments; and




(c)
            ‘*Stage
                3*’
-
                the exploitation of certain business and similar contacts of PET;
                it being
                the expectation of PET and Astris that the introduction of such contacts
                by PET to Astris will result in contracts for services being entered
                into
                between Astris and third parties who wish to avail themselves of
                Astris’
                technology and products; and in particular, such business contacts
                may
                wish to make use of the PAG technology and in so doing see an opportunity
                to also use Astris’ hydrogen fuelled electric power generating
                systems.




**3.**
            **Stage
                1**




(a)
            Obligations
                of PET




PET
      shall
      evaluate, develop and test the gases produced in the PAG waste destruction
      process to determine what technology or similar changes are required to
      establish the production of appropriately pure hydrogen gas to be used in Astris
      fuel cell systems.




(b)
            Obligations
                of Astris




Astris
      shall provide input and feedback on predicted or tested hydrogen purity as
      it
      relates to usage in its hydrogen fuel cell systems.




**4.**
            **Stage
                2**




(a)
            Obligations
                of PET




PET
      shall
      select a PAG installation site or sites for a demonstration/pilot project to
      further evaluate, under real-world conditions the applicability, of an
      installation as proposed in Stage 1.




(b)
            Obligations
                of Astris




Astris
      shall support and make available current marketing literature and in some cases
      samples of its technology on a best effort basis and as it deems appropriate
      to
      facilitate access to funding for demonstration projects selected by
      PET.




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**5.**
            **Stage
                3**




(a)
            Obligations
                of PET




PET
      shall
      make every reasonable effort to introduce representatives of Astris to any
      of
      PET’s contacts who may desire to purchase or use the services of
      Astris.




(b)
            Obligations
                of Astris




Astris
      agrees to pay to PET, as a commission and as full compensation for PET’s
      obligations under this Agreement, a percentage of the gross fees earned by
      Astris (net of applicable taxes) from all contracts entered into by Astris
      with
      any of the contacts introduced to Astris by PET. The amount of such commission
      and the terms of payment thereof shall be as mutually agreed to by the parties
      from time to time. For these purposes, “contracts” includes all agreements,
      contracts, commitments and all other rights of or relating to the business
      of
      Astris, whether written or oral.




**6.**
            **Confidential
                Information**




Each
      of
      PET and Astris (the “disclosing party”) agrees that all facts, information,
      knowledge and data of any nature, including without limitation of a confidential
      nature, trade secrets and secret information, customer lists, publications
      or
      any other matter, concerning the business, management, finances or any other
      aspect of the other (the “recipient party”) or any of the disclosing party’s
      dealings, transactions or affairs, including in respect of any suppliers or
      customers of the disclosing party, as well as the technology owned or relied
      upon by the disclosing party, (all hereinafter called “Confidential
      Information”) which the recipient party, or any of the recipient party’s
      employees, agents or representatives, shall acquire or which may come to their
      knowledge during the term of this Agreement shall at all times (both during
      the
      term of this Agreement and subsequent to the termination thereof) and for all
      purposes be held by the recipient party in confidence, and for the benefit
      of
      the disclosing party. The recipient party further agrees that it shall not,
      and
      shall cause all of its employees, agents or representatives to not, either
      during or at any time after, the term of this Agreement, disclose, divulge
      or in
      any way communicate orally, in writing or otherwise to any person or persons
      any
      Confidential Information.




**7.**
            **Ownership
                of Information**




All
      information, data, research, documents, photographs and materials received,
      prepared, discovered or produced by the recipient party or any of its employees,
      agents or representatives relating to the technology and other Confidential
      Information of the disclosing party in the performance of its obligations under
      this Agreement (collectively, the “Work Product”), and all copyright therein,
      shall be the exclusive property of the disclosing party, and shall be delivered
      without cost to the disclosing party upon request. While this Agreement is
      in
      effect, and at all times thereafter, the recipient party shall not use, publish
      or disclose any Work Product which incorporates any Confidential Information
      without the prior written consent of the disclosing party.




-3-




**8.**
            **Terms/Conditions**


The
      term
      of this agreement is five years from its effective date. Upon mutual consent
      this agreement shall be extended for an additional five year term.




**9.**
            **Termination**




This
      agreement may be terminated at any time upon delivery of 30-day written
      notification of either of the parties hereto. Upon any termination of this
      agreement:




(i)
              PET
                  will, at ASTRIS's option, destroy or deliver to ASTRIS or its designee
                  all
                  items within PET’s possession or control that contain any Confidential
                  Information or bear a Mark and shall cease using all Marks;
                  and




(ii)
              ASTRIS
                  will, at PET's option, destroy or deliver to PET or its designee
                  all items
                  within ASTRIS’s possession or control that contain any Confidential
                  Information or bear a Mark and shall cease using all
                  Marks.




**10.**
            **General
                Provisions**




Nothing
      in this Agreement shall constitute either party as the agent of the other for
      any purpose and neither party shall have a right to incur liabilities or
      obligations for or on behalf of the other. Each party is and shall remain and
      independent contractor. This Agreement shall be binding upon and enure to the
      benefit of the parties and their respective successors and permitted assigns.
      This Agreement shall be governed by and construed in accordance with the laws
      of
      Ontario.




If
      the
      foregoing is acceptable to you, would you kindly execute the attached duplicate
      copy of this letter and return same to me.





Yours
      very truly,


**PLASMA
      ENVIRONMENTAL TECHNOLOGIES INC.**






“Alex
      Falconer”


Alex
      Falconer


Chairman





The
      foregoing terms are agreed to and accepted this 23_ day of February,
      2005.





**ASTRIS
      ENERGI INC.**




By:  /s/
      Anthony Durkacz


Name:
      Anthony Durkacz


Title:
      Vice President of Finance




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