This Value Added Reseller Agreement ("AGREEMENT") dated May 14, 2004.

                                     Between

   Alternate Energy Corporation ("AEC") a Canadian corporation having its head
    office at 3325 North Service Rd. Unit # 105, Burlington, Ontario, Canada

                                       and

 Astris Energi Inc. ("ASTRIS"), an Ontario corporation having its head office at
                2175-6 Dunwin Drive, Mississauga, Ontario, Canada



Whereas:

      1.    ASTRIS is a world leader in the development and practice of Alkaline
            Fuel Cell (AFC) technology with more than twenty years of
            progressive experience, and produces a power generator (the "ASTRIS
            AFC Power Generator") and related products, and

      2.    AEC has a hydrogen production technology (the "AEC Hydrogen
            Generator"), and

      3.    AEC intends to act as a Value Added Reseller for ASTRIS AFC Power
            Generator products, and

      4.    AEC and ASTRIS intend to build complete units that integrate both
            AEC and ASTRIS technologies in a single form factor after ASTRIS can
            deliver production of its ASTRIS AFC Power Generators in reasonable
            quantities.



Therefore:

      1.    Cooperation. AEC and ASTRIS (the "Parties") intend to cooperate in
            creating a single integrated unit based on technologies of both AEC
            and ASTRIS. Such cooperation shall include, but not be limited to:

            a.    During the term of this agreement, AEC will:

                  i.    Act as a Value Added Reseller for ASTRIS AFC Power
                        Generators, and

                  ii.   Ensure that all products that include any part of ASTRIS
                        technology are appropriately identified with ASTRIS logo
                        and/or ASTRIS trademarks in accordance with the prior
                        written approval of ASTRIS, and

                  iii.  Agree to submit to ASTRIS, in advance of any proposed
                        use, samples of its use of the ASTRIS logo and/or ASTRIS
                        trademarks for review in accordance with Section 7
                        below.

                  iv.   Attend necessary training at ASTRIS facility.

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            b.    During the term of this agreement, ASTRIS will:

                  i.    Provide current specification sheet(s) and publicity
                        material of relevant ASTRIS technology to AEC, and

                  ii.   Sell to AEC at current market prices and current
                        delivery times ASTRIS AFC Power Generator(s), and

                  iii.  Provide training to AEC representatives onsite at ASTRIS
                        head office, and

                  iv.   As required by AEC, provide onsite and/or remote
                        support.

      2.    Compensation/Costs. The Parties agree as follows regarding the
            compensation and costs related to this agreement:

            a.    AEC will be responsible for:

                  i.    Costs related to purchase of ASTRIS AFC Power Generator
                        units, and

                  ii.   Costs related to shipping of ASTRIS AFC Power Generator
                        units from the Mississauga, Ontario head office of
                        ASTRIS, and

                  iii.  Direct costs of training or support provided by ASTRIS,
                        and

                  iv.   Indirect costs of training or support incurred by ASTRIS
                        at cost, including but not limited to travel, lodging,
                        meals and sundry, and

                  v.    All costs related to integration of AEC and ASTRIS
                        technologies; and

                  vi.   All taxes payable on all such amounts.

                  All costs shall be pre-approved in writing by AEC which
                  approval shall not be unreasonably withheld or unduly delayed.

            b.    Terms of payment will be consistent with ASTRIS' current
                  market terms at the time of order of any products or services,
                  which are subject to change in ASTRIS' sole discretion at any
                  time, and presently require:

                  i.    40% deposit at time of order, and

                  ii.   Complete payment at time of delivery.

            c.    Terms of delivery will be consistent with ASTRIS' current
                  market terms at the time of order of any products or services
                  and presently require a delivery time of 6 months from time of
                  order accompanied by deposit.

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      3.    Intellectual Property. It is the intention of the Parties that no
            intellectual property shall be created as a result of this
            agreement. In the event the Parties engage in activities that create
            any intellectual property, unless otherwise set out in writing
            between the Parties, the Parties agree as follows:

            a.    all intellectual property created or established as a result
                  of this agreement that relates primarily to the ASTRIS AFC
                  Power Generators shall be owned by, and be the exclusive
                  property of, ASTRIS alone;

            b.    all intellectual property created or established as a result
                  of this agreement that relates primarily to the AEC Hydrogen
                  Generators shall be owned by, and be the exclusive property
                  of, AEC alone; and

            c.    all other intellectual property created or established as a
                  result of this agreement shall be owned by the creator (ASTRIS
                  or AEC) of said intellectual property;

            Each Party hereto agrees at all times, before and after the
            termination of this agreement, to assist, and shall cause its
            officers, directors, employees, representatives, agents and advisors
            at all times to assist, upon request, a Party who has gained
            ownership of any intellectual property in accordance with the
            foregoing, or its designate, at the requesting Party's expense, to
            secure the requesting Party's rights in such intellectual property
            and any copyrights, patents, trademarks or other intellectual
            property rights relating thereto in any and all countries. The
            obligations of the Parties set out in this section shall survive
            termination of this agreement indefinitely.

      4.    Terms/Conditions. The Parties agree as follows regarding the term of
            this agreement and conditions associated with this agreement:

            a.    The term of this agreement is one year from its effective
                  date.

            b.    This agreement shall be extended for an additional one year
                  term unless otherwise terminated by either Party in accordance
                  with Section 11.

      5.    Confidentiality and Restricted Use of Confidential Information- AEC.
            For the purposes of this agreement, "Confidential Information"
            includes, without limitation, information concerning the customers
            and accounts of the Parties, the purchase and sale prices or lists,
            methods, techniques, processes and trade secrets of the Parties,
            discoveries, concepts and ideas including, without limitation, the
            nature and results of research and development activities, formulas,
            inventions, technology, "know-how", designs, drawings and
            specifications, and the marketing and selling strategies of the
            Parties, in any medium whatsoever. AEC shall treat all Confidential
            Information furnished, or to be furnished, to AEC in any medium
            whatsoever in accordance with the provisions of this agreement, and
            to take, or abstain from taking, the other actions as set forth in
            this paragraph. The Confidential Information shall be used by AEC
            solely for the purpose of performing AEC's obligations under this
            agreement and absolutely for no other purpose whatsoever, and will

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            be kept strictly confidential by AEC and its officers, directors,
            employees, representatives, agents and advisors; provided that (i)
            any of such Confidential Information may be disclosed to the AEC's
            officers, directors, employees, representatives, agents and advisors
            who need to know such Confidential Information for the purpose of
            performing AEC's obligations under this agreement, (ii) such
            Confidential Information may be otherwise disclosed to the extent
            that ASTRIS may expressly consent in writing prior to such
            disclosure, and (iii) such Confidential Information may be disclosed
            to the extent required by law. Upon any termination of this
            agreement in accordance with its terms, AEC and its officers,
            directors, employees, representatives, agents and advisors shall
            immediately return to ASTRIS all material containing or reflecting
            the Confidential Information --- disclosed by ASTRIS in all mediums
            and immediately cease any use of such Confidential Information,
            ASTRIS logo and/or ASTRIS trademarks. The obligations set out in
            this paragraph shall survive indefinitely.

      6.    Confidentiality and Restricted Use of Confidential Information-
            ASTRIS. ASTRIS shall treat all Confidential Information furnished,
            or to be furnished, to ASTRIS in any medium whatsoever in accordance
            with the provisions of this agreement, and to take, or abstain from
            taking, the other actions as set forth in this paragraph. The
            Confidential Information shall be used by ASTRIS solely for the
            purpose of performing ASTRIS's obligations under this agreement and
            absolutely for no other purpose whatsoever, and will be kept
            strictly confidential by ASTRIS and its officers, directors,
            employees, representatives, agents and advisors; provided that (i)
            any of such Confidential Information may be disclosed to ASTRIS's
            officers, directors, employees, representatives, agents and advisors
            who need to know such Confidential Information for the purpose of
            performing ASTRIS's obligations under this agreement, (ii) such
            Confidential Information may be otherwise disclosed to the extent
            that AEC may expressly consent in writing prior to such disclosure,
            and (iii) such Confidential Information may be disclosed to the
            extent required by law. Upon any termination of this agreement in
            accordance with its terms, ASTRIS and its officers, directors,
            employees, representatives, agents and advisors shall immediately
            return to AEC all --- material containing or reflecting the
            Confidential Information disclosed by AEC in all mediums and
            immediately cease any use of such Confidential Information, AEC logo
            and/or AEC trademarks.. The obligations set out in this paragraph
            shall survive indefinitely.

      7.    Trademarks.

            a.    Ownership. All trademarks, service marks, trade names, logos
                  or other words or symbols identifying the products or ASTRIS's
                  business (the "Marks") are and will remain the exclusive
                  property of ASTRIS. AEC will not take any action that
                  jeopardizes ASTRIS's proprietary rights or acquire any right
                  in the Marks, except the limited use rights specified in
                  paragraph 1a. above. AEC will not register, directly or
                  indirectly, any trademark, service mark, trade name,
                  copyright, company name or other proprietary or commercial
                  right which is identical or confusingly similar to the Marks
                  or which constitute translations thereof.

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                                       5


            b.    Use. AEC will use the Marks exclusively in accordance with
                  paragraph 1a. above. All advertisements and promotional
                  materials will (i) clearly identify ASTRIS as the owner of the
                  Marks, (ii) conform to ASTRIS's then-current trademark and
                  logo guidelines and (iii) otherwise comply with any local
                  notice or marking requirement contemplated under the laws of
                  the territory in which any products are sold. Before
                  publishing or disseminating any advertisement or promotional
                  materials bearing a Mark, AEC will deliver a sample of the
                  advertisement or promotional materials to ASTRIS for prior
                  approval. If ASTRIS notifies AEC that the use of the Mark is
                  inappropriate, in ASTRIS's sole discretion, AEC will not
                  publish or otherwise disseminate the advertisement or
                  promotional material until they have been modified to ASTRIS's
                  satisfaction in writing.

      8.    Remedies. The Parties hereby agree that in the event of a breach of
            the foregoing Sections 5 through 7 inclusive, the non-breaching
            Party shall have the right to seek a court order to prevent any
            further breach, including the ability to obtain injunctive relief
            without the necessity of posting a bond. Each Party shall indemnify
            and hold harmless the other from and against any and all loss,
            liability, cost, attorneys' fees or expense based upon, arising out
            of or otherwise in respect of any breach or violation of this
            agreement.

      9.    Warranty and Disclaimer. ASTRIS gives no warranty with respect to
            the workmanship, merchantability or fitness for a particular purpose
            of the ASTRIS power generators where same have been incorporated
            into any product produced by AEC. ALL WARRANTIES, CONDITIONS,
            REPRESENTATIONS, INDEMNITIES AND GUARANTEES WITH RESPECT TO THE
            PRODUCTS, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR
            ORAL OR WRITTEN STATEMENTS BY ASTRIS OR OTHERWISE (INCLUDING, BUT
            NOT LIMITED TO ANY WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY OR
            FITNESS FOR PARTICULAR PURPOSE) ARE HEREBY OVERRIDDEN, EXCLUDED AND
            DISCLAIMED. Except for payment obligations, a Party will not be
            liable for any failure or delay in performing an obligation that is
            due to causes beyond its reasonable control, so long as the party
            gives prompt notice to the other party and makes all reasonable
            efforts to perform. IN NO EVENT WILL A PARTY BE LIABLE FOR ANY
            SPECIAL, PUNITIVE, MORAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES,
            WHETHER OR NOT FORESEEABLE, INCLUDING, BUT NOT LIMITED TO, LOST
            PROFIT.


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      10.   Public Announcements. The parties hereto agree that neither they nor
            any of their respective subsidiaries, officers, directors, employees
            or agents shall disclose to any third party or publicly announce the
            proposed Agreement until such time as the parties hereto agree in
            writing to make such disclosure or announcement or unless otherwise
            required by law or regulation. Any public announcement concerning
            the proposed Agreement shall be approved in advance by appropriate
            officers of the parties hereto.

      11.   Termination. This agreement may be terminated at any time upon
            delivery of not less than 30-day written notification of either of
            the parties hereto. Sections 3, 5, 6, 7, 8 and 9 shall survive any
            termination of this agreement. Upon any termination of this
            agreement, AEC shall immediately pay ASTRIS all due and outstanding
            amounts, and AEC will, at ASTRIS's option, destroy or deliver to
            ASTRIS or its designee all items within AEC's possession or control
            that contain any Confidential Information or bear a Mark and shall
            cease using all Marks.

      12.   U.S. Export Restrictions. AEC acknowledges that the products
            supplied by ASTRIS hereunder and all related technical information,
            documents and materials may be subject to export controls under the
            U.S. Export Administration Regulations. Where such products are
            subject to such controls, AEC will (i) comply strictly with all
            legal requirements established under these controls, and (ii)
            cooperate fully with ASTRIS in any official or unofficial audit or
            inspection that relates to these controls, and (iii) not export or
            re-export any such products without the appropriate United States
            and foreign governmental licenses or approval.

      13.   Status of Parties. The Parties acknowledge that they are independent
            contracting parties, and this agreement shall not constitute any
            such party as an agent, representative, partner, co-venturer,
            employee, employer or franchisee of the other party, except as
            expressly provided for herein. Neither party shall assume or create
            any obligation or responsibility whatsoever on behalf of, or in the
            name of, the other party except as otherwise provided for herein.

      14.   Assignment and Binding Effect. This agreement shall be binding upon
            and enure to the benefit of the Parties and their respective
            successors and permitted assigns, if any, as the case may be. This
            agreement may not be assigned by either Party without the prior
            written consent of all other parties.

      15.   Applicable Law. This agreement shall be governed by and interpreted
            in accordance with the laws of the Province of Ontario and the laws
            of Canada applicable therein. The Parties do hereby irrevocably
            attorn to the jurisdiction of the courts of the Province of Ontario.

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      16.   Notice. Any notice or other communication required or permitted to
            be given hereunder shall be in writing and, if mailed by prepaid
            first-class mail at any time other than during a general
            discontinuance of postal service due to strike, lockout or
            otherwise, shall be sent to the other Party at the last known
            address of the other Party and be deemed to have been received five
            (5) business days after the post-marked date thereof, or if
            telecopied, emailed or delivered by another form of recorded
            communication, shall be deemed to have been received on the next
            business day following dispatch and acknowledgement of receipt by
            the recipient's telecopier machine or other form of recorded
            communication, or if delivered by hand shall be deemed to have been
            received at the time it is delivered. If either Party changes its
            address during the term of this agreement, it shall immediately
            notify the other Party of such change of address in the foregoing
            manner.


The above constitutes the full and complete agreement between AEC and ASTRIS.

This agreement is subject to the approvals of the respective Boards of Directors
of the Parties if such is required.

Agreed and accepted this __14th_ day of _May_____, 2004 by:


Astris Energi Incorporated                  Alternate Energy Corporation


per: __/s/ Jiri K. Nor__________            per: _/s/ Blaine Froats____________

Jiri K. Nor - President and CEO             Blaine Froats- Chairman and CEO
       Astris Energi Inc.                         Alternate Energy Corp.