**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        
                President
              
              
              Per: 
                Michael Liik        
                President








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