ASSIGNMENT OF INTEREST IN TECHNOLOGY
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TO:      ASTRIS ENERGI INC. (THE "COMPANY")

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      The  undersigned  acknowledges  that the Company has  developed and is the
owner of various technology  including (i) the ASTRIS ALKALINE FUEL CELL SYSTEMS
technology  (inclusive of the technology of ASTRIS ALKALINE FUEL CELL ELECTRODES
and STACKS),  as embodied in certain products  including without  limitation the
LABCELLTM LC50 and LC200, and POWERSTACKTM  MC250 products,  in ASTRIS FUEL CELL
GENERATORS  models E1 through E8, (ii) the TL5 Testload  device for testing fuel
cells,  (iii) the TLIF interface module for connecting fuel cells together,  and
(iv)TESTMASTER   software,   including   all   related   know-how,   procedures,
discoveries,  designs, models, trade secrets,  improvements and ideas, research,
patterns,  processes  and  formulae,  patents and patent  disclosures,  reports,
drawings,   specifications,   and  blueprints,  whether  or  not  patentable  or
copyrightable   (the   foregoing   being   collectively   referred   to  as  the
"Technology").

      The  undersigned  further  acknowledges  that all such  Technology and the
benefits  thereof  are the sole and  absolute  property  of the  Company and its
successors and assigns,  and that all original works of authorship  which are or
were made by the undersigned (solely or jointly with others) within the scope of
my employment with and/or my consulting to the Company and which are protectable
by copyright are to be considered  "works made in the course of employment"  for
the purposes of the Copyright Act (Canada).

      In  consideration  of the contractual  arrangement  between myself and the
Company and the payment to me of compensation by the Company, I hereby (i) waive
in whole any and all moral rights that I may have in the Technology as an author
of such Technology under the Copyright Act (Canada) as amended (or any successor
legislation  of  similar  effect)  or  similar  legislation  in  any  applicable
jurisdiction,  or at common law, and (ii) irrevocably transfer and assign to the
Company, or its designate,  all right, title, benefit and interest in and to the
Technology  that (a) relates to the  business of the Company or any other person
or entity  with which the  Company is doing  business  or is  considering  doing
business with, or any of the products or services being developed or sold by the
Company or any other person or entity, (b) result from the provision of services
to the  Company  by me,  or  (c)  result  from  the  use by me of the  premises,
facilities or personal property (whether tangible or intangible)  owned,  leased
or contracted for by the Company.

Dated as of the 31 day of July, 2005.

                                      )
/s/      Francesca D'Souza            )     /s/      Jiri Nor
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Witness signature                     )     signature
                                      )
         Francesca D'Souza                           Jiri Nor, President
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name (please print)                   )     name and title (please print)
                                                     Macnor Corp.
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                                            company (please print)