<PAGE>

                                                                    EXHIBIT 4.28


              -----------------------------------------------------

                     MASTER INTELLECTUAL PROPERTY AGREEMENT

                                OCTOBER 16, 2001

                                 BY AND BETWEEN

                             HYDROGENICS CORPORATION

                                       AND

                           GENERAL MOTORS CORPORATION

              -----------------------------------------------------





<PAGE>

                  THIS MASTER INTELLECTUAL PROPERTY AGREEMENT (this "AGREEMENT")
is made and entered into as of the 16th day of October 2001, by and between
Hydrogenics Corporation, a corporation duly organized and validly existing under
the laws of Canada ("HYG") and General Motors Corporation, a corporation duly
organized and validly existing under the laws of the State of Delaware, USA
("GM").

                  WHEREAS, GM and HYG desire to enter into a long-term
relationship concerning fuel cell stack technology and its worldwide
commercialization for defined applications. The Parties share a joint vision to
commercialize PEM fuel cell stacks to accelerate the development of advanced
energy and propulsion systems and support the global introduction of fuel cell
vehicles and fuel cell power systems. The relationship is intended to include
equity interest by GM in HYG, cooperative marketing and branding efforts, joint
communications strategies and product development, all concerning PEM fuel cell
stack engineering, engineering services, prototyping, testing and associated
equipment, field testing and shared learnings, and light manufacturing.

                  WHEREAS, GM and HYG are parties to a subscription agreement
and a corporate alliance agreement, as of this date (hereinafter referred to as
the "EQUITY AGREEMENT" and the "ALLIANCE AGREEMENT");

                  WHEREAS, GM and HYG, pursuant to the Equity Agreement and the
Alliance Agreement, have agreed to handle certain intellectual property matters
under this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein and in the Equity Agreement and the Alliance Agreement, the Parties
agree as follows:

1.       DEFINITIONS AND INTERPRETATION

1.1.     DEFINITIONS

         All capitalized terms, except as defined herein, shall have the same
         meanings set forth in the Equity Agreement and the Alliance Agreement.
         The following terms, as used herein, shall have the meanings ascribed
         to them below:


<PAGE>


         "AFFILIATE" means, with respect to any specified Party, any company
         that directly or indirectly through one or more intermediaries,
         controls, or is controlled by, or is under common control with, the
         Party specified. For purposes of this definition, "control" including
         with correlative meanings, the terms "controlled by" and "under common
         control with" means ownership directly or indirectly of more than fifty
         percent (50%) of the equity capital having the right to vote for
         election of directors (or in the case of an entity other than a
         corporation, the equivalent management authority).

         "ALLIANCE PARTNER" means a Third Party, with whom GM has a technical
         and/or business relationship related to fuel cells.

         "BUSINESS TEAM" shall have the meaning specified in the Alliance
         Agreement.

         "CONFIDENTIAL INFORMATION" documents and other tangible items,
         disclosed by one Party to the other Party, and which comply with
         Section 7 below.

         "CURRENT ACTIVITIES" means the HYG fuel cell activities that are
         identified in Exhibit A.

         "FUTURE ACTIVITIES" means all fuel cell activities that incorporate GM
         Licensed Fuel Cell Intellectual Property, other than the Current
         Activities, that are entered into during the term of this Agreement by
         HYG as provided for herein.

         "ACTIVITIES" means collectively Current Activities and Future
         Activities.

         "FUEL CELL INTELLECTUAL PROPERTY" means rights in, to and under
         patents, patent applications and statutory invention registrations,
         trade secrets, know-how, inventions, manufacturing and production
         processes and techniques, research and development information,
         technology, drawings, specifications, designs, plans, proposals,
         technical data, and other technical information, copyrights, mask works
         and designs, and all other intellectual and industrial property,
         including registrations and applications for registration thereof which
         are related to the business of fuel cells. The term "FUEL CELL
         INTELLECTUAL PROPERTY" shall not include Trademarks.

         "PROGRAM INVENTIONS" means inventions which were conceived, or first
         actually or constructively reduced to practice, as a result of work
         performed as provided for under the Alliance Agreement, by employees
         and/or agents of the Parties.



                                        3
<PAGE>

         "PROGRAM PATENTS" means all patents and associated patent applications,
         regardless of country of origin, issue or publication, which cover
         Program Inventions.

         "MULTIPLE PARTY INVENTION" means a Program Invention invented by
         employees and/or agents of both of the Parties to this Agreement.

         "SINGLE PARTY INVENTION" means a Program Invention invented solely by
         employees and/or agents of one of the Parties to this Agreement.

          "HYG INITIAL FUEL CELL INTELLECTUAL PROPERTY" means Fuel Cell
         Intellectual Property owned by HYG as of the Effective Date.

         "GM INITIAL FUEL CELL INTELLECTUAL PROPERTY" means Fuel Cell
         Intellectual Property owned by GM as of the Effective Date.

         "GM LICENSED FUEL CELL INTELLECTUAL PROPERTY" means GM Initial Fuel
         Cell Intellectual Property associated with GM's generation 4, 7 and 11
         stack technology which includes, among other things, the intellectual
         property specified in Exhibit B hereto. Any and all innovations and
         improvements to such GM Licensed Fuel Cell Intellectual Property, and
         any new fuel cell stack technology developed by GM during the term of
         this Agreement and the Alliance Agreement that is based on the
         architecture of the GM Licensed Fuel Cell Intellectual Property is
         included in this definition.

         "FUTURE FUEL CELL INTELLECTUAL PROPERTY" means any and all (i)
         improvements, modifications, developments, enhancements, extensions,
         additions, adaptations, upgrades, updates and derivative works of the
         Initial HYG or GM Initial Fuel Cell Intellectual Property created,
         conceived, discovered, developed and/or invented by or on behalf of the
         Parties after the Effective Date

         "GM FUNDED FUEL CELL INTELLECTUAL PROPERTY" means Future Fuel Cell
         Intellectual Property owned by HYG arising out of work performed
         pursuant to a Purchase Order issued by GM to HYG, or otherwise funded
         by GM.

         "HYG FUNDED FUEL CELL INTELLECTUAL PROPERTY" means independently funded
         Future Fuel Cell Intellectual Property owned by HYG.



                                       4
<PAGE>

         "MOBILITY FIELD OF USE" means those products supplied as factory
         installed, original equipment or sold for after-market installation in
         automobiles, trucks, buses, trains, aircraft, water craft or other
         platforms recognized for use in the transportation of persons, goods
         and services.

         "PARTY" or "PARTIES" refers to HYG and GM individually or collectively.

         "THIRD PARTY" means any person who is not a person in HYG or GM.

         "TRADEMARKS" means trademarks, service marks, trade dress, logos, brand
         names, trade names, domain names or any other identifiers of source and
         goodwill, including registrations and applications for registration
         thereof.

1.2.     EXHIBITS

         Each of the following Exhibits shall be made part of and be
         incorporated into this Agreement:

<TABLE>
                           <S>              <C>
                           Exhibit A        Hydrogenics Current Activities
                           Exhibit B        GM Licensed Fuel Cell Intellectual Property
</TABLE>



1.3.     INTERPRETATION

         In this Agreement, except to the extent that the context otherwise
         requires:

         (a)      when a reference is made in this Agreement to an Article,
                  Section, Exhibit or Schedule, such reference is to an Article
                  or Section of, or an Exhibit to, this Agreement unless
                  otherwise indicated;

         (b)      the table of contents and headings for this Agreement are for
                  reference purposes only and do not affect in any way the
                  meaning or interpretation of this Agreement;

         (c)      whenever the words "include," "includes" or "including" are
                  used in this Agreement, they are deemed to be followed by the
                  words "without limitation";

         (d)      the words "hereof," "herein" and "hereunder" and words of
                  similar import, when used in this Agreement, refer to this
                  Agreement as a whole and not to any particular provision of
                  this Agreement;



                                       5
<PAGE>

         (e)      all terms defined in this Agreement have the defined meanings
                  when used in any certificate or other document made or
                  delivered pursuant hereto, unless otherwise defined therein;

         (f)      the definitions contained in this Agreement are applicable to
                  the singular as well as the plural forms of such terms;

         (g)      any Law defined or referred to herein or in any agreement or
                  instrument that is referred to herein means such Law or
                  statute as from time to time amended, modified or
                  supplemented, including by succession of comparable successor
                  Laws;

         (h)      references to a person are also to its permitted successors
                  and assigns; and


         (i)      in the event that there is a conflict between terms related to
                  Intellectual Property Issues in the Equity Agreement or the
                  Strategic Alliance Agreement and this Master Intellectual
                  Property Agreement, the terms of this Agreement shall prevail

         (j)      in the event that there is a conflict between terms unrelated
                  to Intellectual Property Issues in the Equity Agreement or the
                  Strategic Alliance Agreement and this Master Intellectual
                  Property Agreement, the terms of those Agreements shall
                  prevail.



2.       SCOPE OF THIS AGREEMENT

         This Agreement sets forth the rights and obligations of the Parties
         with respect to the GM and the HYG Initial Fuel Cell Intellectual
         Property and the Future Fuel Cell Intellectual Property for the
         purposes contemplated under the Equity Agreement and the Alliance
         Agreements.


3.       LICENSE

3.1.     LICENSE TO HYG


         GM hereby grants to HYG a limited, paid-up, non-exclusive, irrevocable,
         worldwide, royalty-free license for the purpose of making, having made,
         using, having used, selling, offering to sell and importing, solely to
         engage in Current Activities, and to engage in Future Activities with
         the consent of the Business Team and on terms to be agreed upon by the
         Business Team, under GM Licensed Fuel Cell Intellectual Property.



                                       6
<PAGE>

         The right and license granted herein conveys no right to grant any
         sublicense, concession, right or privilege relating thereto, nor are
         the right and license to be deemed transferable by operation of law for
         any purpose and are indivisible and non-assignable in any manner.

         The right and license granted herein, and any transactions contemplated
         by the Equity Agreement and the Alliance Agreement are not intended to
         affect GM's continued ownership and use of the GM Licensed Fuel Cell
         Intellectual Property.

         Any request, following the date of this Agreement, by HYG to GM to
         obtain the right to expand its rights under GM Licensed Fuel Cell
         Intellectual Property shall be referred to the Business Team for
         consideration and approval. Failure of the Business Team to reach a
         unanimous decision on the matter shall mean that no authorization is
         granted.

         The Business Team shall consult on a regular basis regarding which, if
         any, additional GM Fuel Cell Intellectual Property beyond that licensed
         in this Section 3.1 may be necessary or desirable for GM to license to
         HYG. If the Business Team agrees that any such Fuel Cell Intellectual
         Property will be licensed to HYG, then the Parties shall enter into a
         supplemental intellectual property license agreement on terms to be
         agreed upon by the Parties.

3.2.     LICENSE TO GM

         HYG grants to GM, with the right in GM to extend said grant to its
         Affiliates and Alliance Partners, a paid-up, non-exclusive,
         irrevocable, worldwide, royalty-free license for the purpose of making,
         having made, using, having used, selling, offering to sell and
         importing for any such purpose, under all HYG Funded Fuel Cell
         Intellectual Property using GM Licensed Fuel Cell Intellectual
         Property.

         HYG grants to GM, with the right in GM to extend said grant to its
         Affiliates and Alliance Partners, a paid-up, exclusive, world-wide,
         royalty-free license, for the purpose of making, having made using,
         having used, selling, offering to sell, importing and sub-licensing for
         any such purpose in the Mobility Field of Use under all GM Funded Fuel
         Cell Intellectual Property owned solely by HYG and jointly by HYG and
         GM.

         HYG grants to GM, with the right in GM to extend said grant to its
         Affiliates and Alliance Partners, a paid-up, non-exclusive, world-wide,
         royalty-free license, for the purpose of making, having made, using,
         having used, selling, offering to sell, importing and sub-licensing for
         any such purpose in fields of use other than the Mobility Field of Use
         under all GM Funded Fuel Cell Intellectual Property owned solely by
         HYG.



                                       7
<PAGE>

         The right and license granted herein, and any transactions contemplated
         by the Equity Agreement and the Alliance Agreement are not intended to
         affect HYG's continued ownership and use of the HYG Funded Fuel Cell
         Intellectual Property.

         The Business Team shall consult on a regular basis regarding which, if
         any, additional HYG Fuel Cell Intellectual Property beyond that
         licensed in this Section 3.2 may be necessary or desirable for HYG to
         license to GM. If the Business Team agrees that any such Fuel Cell
         Intellectual Property will be licensed to GM, then the Parties shall
         enter into a supplemental intellectual property license agreement on
         terms to be agreed upon by the Parties.


3.3.     NON ASSERTION OF INITIAL FUEL CELL INTELLECTUAL PROPERTY

         The Parties agree to refrain from enforcing any claim against each
         other, their Affiliates and Alliance Partners under any Initial Fuel
         Cell Intellectual Property which may arise out of their use, of any
         Fuel Cell Intellectual Property, solely to the extent licensed under
         this Agreement.


4.       ENFORCEMENT AND THIRD PARTY INFRINGEMENT

4.1.     NOTIFICATION OF INFRINGEMENT

         In the event that either Party obtains knowledge of any infringement or
         misappropriation by a Third Party of any Fuel Cell Intellectual
         Property of the other, such Party shall inform the Business Team
         promptly of such infringement or misappropriation and provide the
         Business Team with any available evidence of such infringement or
         misappropriation.

4.2.     ENFORCEMENT OF FUEL CELL INTELLECTUAL PROPERTY

         GM shall have the sole responsibility, but not the obligation, to take
         action against others in the courts, administrative agencies or
         otherwise, at its cost and expense, to prevent or terminate
         infringement, illegal use or misuse of the GM Initial Fuel Cell
         Intellectual Property.

         GM and HYG shall jointly have the responsibility, but not the
         obligation, to take action against others in the courts, administrative
         agencies or otherwise, at their cost and expense, to prevent or
         terminate infringement, illegal use or misuse of the GM Funded Fuel
         Cell Intellectual Property. The Parties may agree to act jointly to
         take such or continue such action or, in the event that the




                                       8
<PAGE>

         Parties fail to agree to take or continue such action, either Party may
         take or continue such action unilaterally at its own cost.

         HYG shall have the sole responsibility, but not the obligation, to take
         action against others in the courts, administrative agencies or
         otherwise, at its cost and expense, to prevent or terminate
         infringement, illegal use or misuse of the HYG Funded Fuel Cell
         Intellectual Property and HYG Initial Fuel Cell Intellectual Property.

4.3.     COOPERATION IN ENFORCEMENT

         Each Party agrees to cooperate with the other Party in any litigation
         undertaken to enforce or protect Fuel Cell Intellectual Property as
         provided for in Section 4.2 and, upon request, the Parties shall
         execute, file and deliver all documents and proof reasonably necessary
         for such purpose. The enforcing Party, in the case of unilateral
         action, shall reimburse all reasonable out-of-pocket expenses incurred
         by the non-participating Party in connection therewith. The Parties
         shall have no claim of any kind against each other based on or arising
         out of the handling of or decisions concerning any such action, suit,
         proceeding, settlement, or compromise, and the Parties hereby
         irrevocably release each other from any such claim, except that an
         enforcing Party acting unilaterally shall not enter into any settlement
         or compromise of such action, suit or proceeding that affects or
         concerns the validity, enforceability, or ownership of the Fuel Cell
         Intellectual Property of the other Party without the prior written
         consent of the other Party, which consent shall not be unreasonably
         withheld or delayed.


4.4.     THIRD PARTY CHARGES OF INFRINGEMENT

         In the event that either Party receives notification from a Third Party
         of the alleged or actual, direct or contributory infringement of, or
         inducement to infringe any intellectual property rights of such Third
         Party by reason of the production, use or sale of products by a Party,
         under agreements, projects or ventures, including, but not limited to
         infringement arising out of the compliance with specifications
         furnished by a Party, or for actual or alleged misuse or
         misappropriation of a trade secret resulting directly or indirectly
         from a Party's actions and, unless otherwise specifically provided for
         in a separate written agreement between the Parties, and to the extent
         not otherwise addressed by a supply agreement executed between the
         Parties hereto, or their Affiliates, the Parties agree that in any such
         suit, claim or action, or in response to any threat thereof the
         Parties:



                                       9
<PAGE>

                  i.       will jointly determine the appropriate action to be
                           taken to resolve such allegation of infringement of
                           such Third Party intellectual property rights,
                           including, but not limited to jointly or unilaterally
                           defending any suit or other claim. The Parties will
                           have full control of the defense of any such action,
                           through counsel of their own selection, and may
                           settle any such action at their own expense. The
                           Parties reserve the right, at their sole option and
                           expense, to participate in such action or any portion
                           thereof, and to conduct their own defense with
                           counsel of their own selection; and

                  ii.      will hold each other harmless against any money
                           damages or costs awarded in, or arising out of, any
                           suit or claim or any threat thereof arising out of
                           any such suit including reasonable attorney's fees.

4.5.     INTELLECTUAL PROPERTY WARRANTEE

4.5.1    To the best knowledge of GM:

         (a) it has the right to allow HYG to use the GM Licensed Fuel Cell
         Intellectual Property upon the terms and conditions set out in this
         Agreement;

         (b) the GM Licensed Fuel Cell Intellectual Property is valid and
         enforceable and has not been judged invalid or unenforceable in whole
         or in part;

         (c) the use of GM's Licensed Fuel Cell Intellectual Property in
         accordance with the terms and conditions set out in this Agreement does
         not infringe or misappropriate the intellectual property rights of any
         Third Party;

         (d) no unresolved written claim that could have a material adverse
         effect upon HYG has been asserted against GM during the three years
         preceding the date of this Agreement that GM's use of its GM Licensed
         Fuel Cell Intellectual Property infringes the intellectual property
         rights of any Third Party;

         (e) no Third Party is engaging in any activity that infringes GM's
         Licensed Fuel Cell Intellectual Property.

4.5.2    Notwithstanding the above Section 4.5.1:



                                       10
<PAGE>

         (a) HYG acknowledges that GM was a participant in a Government
         sponsored program directed to the development of METHANOL FUEL CELLS
         with the attendant possibility of intervening rights to technology
         developed under the program.

         (b) GM will, at its expense, defend, indemnify and hold harmless HYG
         from and against any and all claims or threatened claims that the
         provision or use of the GM Licensed Fuel Cell Intellectual Property, or
         any part thereof, by HYG infringe such rights.

4.5.3    Except as expressly set out in the above Sections 4.5.1 and 4.5.2, GM
         makes no express warranty or representation, and hereby excludes any
         implied warranty or representation, in this Agreement in respect of its
         GM Licensed Fuel Cell Intellectual Property.

4.5.4    For greater certainty, the Parties agree that GM shall have no
         liability for any Claim under this Section 4 that arises as a result of
         HYG's adaptation or modification of the GM Licensed Fuel Cell
         Intellectual Property that is provided by GM pursuant to this Agreement
         or the Alliance Agreement and not authorised by GM.

5.       RIGHTS AND OBLIGATIONS

5.1.     PROSECUTION AND MAINTENANCE

         GM shall have the sole responsibility to prosecute, maintain and renew
         any and all patents, registrations and applications for patents and
         registrations included in it's GM Licensed Fuel Cell Intellectual
         Property, and to pay all fees relating thereto.

         Single Party Inventions shall be owned by the Party employing said
         inventors and such owning party shall (i) disclose such Single Party
         Inventions to the other Party; and (ii) decide, in its sole discretion,
         whether and where to file patent applications thereon, and shall file
         such patent applications at its sole cost. However, if such owning
         Party decides not to file a patent application the non-owning Party may
         have such filing done at its sole cost if it desires and shall be the
         owner of the resulting patent.

         Multiple Party Inventions shall be jointly owned by the Parties. The
         Parties shall agree whether and where to file patent applications
         thereon, and shall file such patent applications, sharing equally in
         all costs of procuring and maintaining said patent applications and any
         resulting patents. However, if a Party decides not to participate in
         the filing of a patent application the other Party may have such filing
         done at its sole cost if it desires and shall be the owner of the
         resulting patent.



                                       11
<PAGE>

5.2.     DUTY NOT TO ABANDON

         (a) GM shall not, intentionally, abandon or disclaim any portion of the
         GM Licensed Fuel Cell Intellectual Property without the prior
         notification of HYG.

         (b) The Parties shall not, intentionally, abandon or disclaim any
         portion of the GM Funded Fuel Cell Intellectual Property without the
         prior notification of the other Party

         (c) The prohibition against abandonment or disclaimer does not apply to
         such activities arising out of the prosecution of any patent
         application.


5.2.     PROVISION OF TECHNICAL DOCUMENTATION

         After the date hereof and upon the request of HYG, and to the extent
         not already done so, GM shall timely make available to HYG copies of
         all documentation, manuals, diagrams, blueprints, schematics and data
         existing on a tangible medium of expression ("TECHNICAL
         DOCUMENTATION"), that are in the possession of GM , at the time of such
         request, that allows HYG, in the sole discretion of GM, to use the GM
         Licensed Fuel Cell Intellectual Property as Licensed herein. The
         Technical Documentation to be provided hereunder is to be provided "as
         is," and HYG acknowledges that GM makes no representations or
         warranties, express or implied, with respect to the accuracy,
         completeness, efficacy, usability, legibility or understandability of
         the Technical Documentation so made available.

5.3.     PROVISION OF TECHNICAL ASSISTANCE

         GM shall undertake its reasonable best efforts to provide technical
         assistance upon the request of HYG on an ad hoc basis, at no cost to
         HYG, for a period of one year from the date of execution of this
         Agreement, and thereafter at a cost to be determined through arm's
         length negotiations and to be agreed upon prior to the delivery of such
         assistance to HYG in order for HYG to utilize the GM Licensed Fuel Cell
         Intellectual Property as Licensed herein.




                                       12
<PAGE>

6.       TERM AND TERMINATION

6.1.     TERM AND TERMINATION

         This Agreement shall become effective on the date of its execution and
         shall continue in full force and effect until the date of expiration or
         termination of the Equity Agreement and the Alliance Agreement.

         GM may provide written notice of its intention to terminate this
         Agreement with HYG should HYG unilaterally extend the scope of its use
         of GM Licensed Fuel Cell Intellectual Property beyond the Activities
         provided for herein, or engage in Activities which use other Fuel Cell
         Intellectual Property owned by GM without GM's authorization. Upon
         termination pursuant to this paragraph, in addition to other rights and
         remedies available to GM pursuant to this Agreement, the Equity
         agreement, the Alliance agreement and applicable laws and regulations,
         all licenses provided to HYG under this Agreement shall terminate. If
         HYG remedies such default within thirty (30) days, this Agreement will
         continue as if such notice had not been given. For the purposes of this
         paragraph, such remedy may include the submission to GM of an
         acceptable plan for remedying such default and the initiation of the
         execution thereof.

         Subject to the above paragraph, the Parties shall not be entitled to
         terminate this Agreement for breach, other than in accordance with the
         Equity Agreement and the Alliance Agreement.

6.2.     SURVIVAL

         Notwithstanding the expiration or termination of this Agreement, for
         other than breach as defined in the above section 6.1, the licenses
         granted herein shall survive, from the date of such termination as
         follows:

                  In respect of HYG, in order solely for HYG and it's respective
                  Affiliates to continue to produce, to have produced, to use
                  and to sell products and services defined by Activities
                  authorized herein and by the Business Team at the date of such
                  termination; and

                  In respect of GM, as granted herein.




                                       13
<PAGE>

7.       CONFIDENTIALITY

In the disclosure of Confidential Information by GM and HYG to each other, the
parties agree that all documents and hardware shall be plainly marked with a
legend referencing this Agreement and indicating the following information and
text:

                  "this document / hardware is to be protected from disclosure
                  to third parties, pursuant to the Hydrogenics - General Motors
                  agreement dated ____________."

if the disclosing party wishes to place such documents and hardware under this
Agreement.

For a period of 3 years from the termination of this agreement the receiving
party shall protect Confidential Information which is directly related to the
above stated evaluation, which has been disclosed to the receiving party and
marked in accordance with this Section by the disclosing party, from disclosure
to third parties.

Both parties to this agreement represent that it is their policy to handle
confidential, intangible technical information in a manner which generally
prevents its disclosure to unauthorized third parties. Recognizing, however, the
legal ramifications of obligations which are directed to such intangible
information, the parties agree that their sole remedy in the case of
unauthorized disclosure of such intangible information will be limited to a
reassessment and/or redefinition of the relationship therebetween.

Nothing is this Agreement shall be interpreted as precluding an employee of one
of the parties to this Agreement from making use of his/her general knowledge in
connection with other projects being performed on behalf of his/her employer,
even if such general knowledge has been furthered by his/her having access to
the Confidential Information exchanged under this Agreement.

Any Confidential Information which has been disclosed by one party to the other
party shall remain the property of the disclosing party and will be promptly
returned, upon request by the disclosing party, accompanied by all copies of
such documentation.

Nothing in this Agreement shall be construed as granting or conferring any
license or immunity, expressly, impliedly, or otherwise, to any invention,
discovery or improvement or any right in any information other than as expressly
specified herein.




                                       14
<PAGE>

8.       MISCELLANEOUS PROVISIONS

8.1.     ASSIGNMENT

         Neither shall assign its rights or obligations under this Agreement,
         without the prior written consent of the other Party hereto.

8.2.     WAIVER

         Failure of any Party hereto to enforce any of the provisions of this
         Agreement or any right with respect thereto, or failure to exercise any
         election provided for herein shall not be considered a waiver of such
         provision, right or election, or in any way affect the validity of this
         Agreement.

         The failure of any Party to enforce any of such provisions, rights or
         elections shall not preclude or prejudice such party from later
         enforcing or exercising the same or other provisions, rights or
         elections which they may have under this Agreement.

8.3.     LIMITATION OF LIABILITY

         THIS TECHNOLOGY LICENSE DOES NOT CONTAIN ANY WARRANTIES, EXPRESS OR
         IMPLIED BY OR ON BEHALF OF ONE PARTY TO THE OTHER. IN NO EVENT WILL
         EITHER BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR
         CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO ANY DAMAGES
         RESULTING FROM LOSS OF USE, DATA OR PROFITS ARISING OUT OF, OR IN
         CONNECTIONS WITH, THIS CONTRACT OR THE USE OR PERFORMANCE OF ANY
         LICENSED TECHNOLOGY, WHETHER IN AN ACTION BASED ON CONTRACT OR TORT,
         INCLUDING NEGLIGENCE.

8.4.     REMEDIES

         All rights and remedies of the Parties hereunder shall be in addition
         to all other legal rights and remedies belonging to them and the same
         shall be deemed to be cumulative and not alternative to such legal
         rights and remedies.


8.5.     ENTIRE AGREEMENT

         This Agreement, the Equity Agreement, the Alliance Agreement and all
         agreements referenced herein and therein (including all Exhibits and
         Schedules hereto and thereto) set forth the general understanding of
         the Parties hereto with respect to the matters covered herein and
         therein and,




                                       15
<PAGE>

         except as otherwise provided herein, supersedes all prior agreements,
         covenants, arrangements, communications, representations and
         warranties, except of a fraudulent nature, whether oral or written by
         any officer, employee or representative of either of the Parties.

8.6.     AMENDMENT

         No amendment to any provision of this Agreement shall be effective or
         binding on either party unless set forth in writing and executed by a
         duly authorized representative of each Party.

8.7.     SEVERABILITY

         In case any provision in this Agreement shall be invalid, illegal or
         unenforceable, the validity, legality and enforceability of the
         remaining provisions shall not in any way be affected or impaired
         thereby, provided the Parties agree to negotiate and sign an equitable
         amendment to this Agreement if a material provision is thus adversely
         affected. The invalidity, illegality or -enforceability of any
         provision in this Agreement in any jurisdiction shall not invalidate or
         render illegal or unenforceable such provision in any other
         jurisdiction.

8.8.     COUNTERPARTS

         This Agreement shall be executed in two counterparts, each of which
         shall be deemed to be an original, and all shall constitute one and the
         same Agreement.

8.9.     NOTICES

         All notices, requests, consents, approvals, waivers and other
         communications hereunder shall be deemed to have been duly given and
         made if in writing, in English, and if served by personal delivery upon
         the party for whom they are intended, if delivered by registered or
         certified mail, return receipt requested, or by a national courier
         service, or if sent by facsimile, provided that the facsimile is
         promptly confirmed by telephone confirmation thereof, to the person at
         the address set forth below, or such other address as may be designated
         in writing hereafter, in the same manner, by such person and shall be
         effective upon receipt:



                                       16
<PAGE>


         To Hydrogenics Corporation:

                  Hydrogenics Corporation
                  5985 McLaughlin Road
                  Mississauga, Ontario
                  Canada L5R 1B8
                  Telephone:        905 361 3660
                  Facsimile:        905 361 3626
                  Attention:        Pierre Rivard
                                    President and CEO

         With a copy to:

                  Osler, Hoskin and Harcourt
                  Box 50, 1 First Canadian Place
                  Toronto, Ontario
                  Canada Mx5 1B8
                  Telephone:        416 362 2111
                  Facsimile:        416 862 6666
                  Attention:        Mark Trachuk
                                    Partner


         To GM:

                  General Motors Corporation
                  Global Alternative Propulsion Center
                  10 Carriage Street
                  Honeyoe Falls, New York
                  14472-0603   USA
                  Telephone:        001 716 624 6600
                  Facsimile:        001 716 624 6610
                  Attention:        Matthew Fronk
                                    Chief Engineer



                                       17
<PAGE>

         With a copy to the Legal Staff:

                  General Motors Corporation
                  Office of the General Counsel
                  300 Renaissance Center
                  Jefferson Avenue
                  Detroit, MI 48265-3000
                  Telephone:        001 313 667 3406
                  Facsimile:        001 313 667 3188
                  Attention:          Chief Patent Counsel




8.10.    APPLICABLE LAW

         The validity, interpretation and implementation of this Agreement shall
         be governed by and construed in accordance with the laws the State of
         New York, USA.

8.11.    DISPUTE RESOLUTION

         The Parties agree that the dispute resolution provisions set forth in
         the Equity Agreement and /or the Strategic Alliance Agreement shall
         govern this Agreement.






                                       18
<PAGE>



IN WITNESS WHEREOF, this Agreement is signed by duly authorized representatives
of the parties on the date mentioned on the first page of this Agreement.

                                        HYDROGENICS CORPORATION


                                        By:     /s/ PIERRE RIVARD
                                           ----------------------------
                                        Name:  Pierre Rivard
                                        Title: President & CEO



                                        GENERAL MOTORS CORPORATION


                                        By:   /s/ LAWRENCE D. BURNS
                                           ----------------------------
                                        Name:  Lawrence D. Burns
                                        Title: Vice President


                                       19
<PAGE>
                                   EXHIBIT A

                         HYDROGENICS CURRENT ACTIVITIES

(a)  FCET - Modular/scalable commercial stationary power (50kW basis), with car
     refuelling capability (with additional features under the code name Project
     Silver Plate, as disclosed to Peppercorn verbally)

(b)  GENESYS - Regenerative FC systems for premium reserve power application
     (5kW - 40kW) (telecom and information technology, replacement/
     supplementation/enhancement of battery/diesel)

(c)  Regenerative FC Systems for Vehicular/Utility Vehicle APU Auxiliary Power
     (e.g. 5kW - 15kW)

(d)  Portable Power and hydrogen generation (60 W. 500 W, 3-15kW)

(e)  Underground Mining - Propulsion and Utility
<PAGE>
                                   EXHIBIT B

                  GM LICENSED FUEL CELL INTELLECTUAL PROPERTY

09/11/2001

DOCKET NUMBER

G8714
GP300252
GP300328
GP300358
GP300381
GP300429
GP300528
GP300536
GP300791
GP300799
GP301075
GP301128
GP301174
GP301294
GP301294
GP301332
GP301334
GP301376
GP301429
GP301444
GP301467
GP301597
GP301598
GP301698
GP301699
GP301701
H195358
H197146
H197264
H200053
H202101
H202253
H202923
H202924
H203172
H203295
H203404
H203563
H203679
H203754
H204168
H204168
H-204543
H205551
H205755