**EXHIBIT
      10.17**





**ASSIGNMENT
      OF INTEREST IN TECHNOLOGY**





**TO:**
            **ASTRIS
                ENERGI INC.****(THE
                "COMPANY")**







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
      LABCELL TM LC50 and
      LC200, and POWERSTACK TM 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
                  NorWitness
                  signature
              
              )
              signature)Francesca
                  D’Souza
              
              
              Jiri
                  Nor, Presidentname
                  (please print)
              
              )
              name
                  and title (please print)Macnor
                  Corp.company
                  (please print)