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                                                                    EXHIBIT 4.24

                           JOINT DEVELOPMENT AGREEMENT


         This JOINT DEVELOPMENT AGREEMENT (the "Agreement") is made and entered
into effective this 18th day of April, 2001, by and among Johnson Matthey Inc.,
a Pennsylvania corporation with offices at 434 Devon Park Drive, Wayne, PA 19087
("JM") and Hydrogenics Corporation, a Canadian corporation with offices at 5985
McLaughlin Road, Mississauga, Ontario, Canada L5R 1B8 ("HYDROGENICS").

         WHEREAS, the primary technology relating to JM's fuel processors was
developed by JM's parent company, Johnson Matthey Public Limited Company
("JMPLC"), and JM is being assisted by JMPLC in technical implementation of this
project;

         WHEREAS, Hydrogenics has expertise in the design, development and
manufacture of equipment for testing fuel cells and is adapting components and
subsystems of such equipment for commercial use in integrated fuel cell systems;
and

         WHEREAS, the parties anticipate the desirability of a project focusing
on the joint design, development, production and commercialization of an
economical and efficient balance of plant system for JM's fuel processor
reactors (the "Project").

         THEREFORE, IN CONSIDERATION of the mutual promises and covenants set
forth herein and other good and valuable consideration, the parties hereto, each
intending to be legally bound hereby, agree as follows:

1.       Definitions

As used in this Agreement:

         (a)      "Background IP Rights" means all IP Rights which are owned or
                  controlled by a party, and which cover inventions or
                  technology conceived outside of the Project or prior to the
                  date of this Agreement and which were not obtained, directly
                  or indirectly, from the other party hereto or its affiliates.

         (b)      "Balance of Plant System" means the feed supply equipment,
                  components and hardware and software controls necessary for
                  the operation of the Fuel Processor Reactor that meet the
                  Specifications.

         (c)      "Design Team" means the personnel appointed by each party to
                  handle the day-to-day responsibilities of the Project in
                  accordance with the Development Plan. The Design Team members
                  are listed on Appendix 4 hereto. Each party may change any of
                  its members of the Design Team by written notice to the other
                  party.

         (d)      "Development Plan" means the actions specified on Appendix 1
                  hereto.

         (e)      "Fuel Processor Reactor" means a fuel processor reactor
                  provided by JM that includes but is not limited to the
                  following elements: catalytic reformer; carbon monoxide
                  cleanup subsystem ("Demonox"); heat exchangers to cool (or
                  heat) the flows internal to the fuel processor; thermocouples
                  for fuel processor control for distributing coolant flows to
                  the Demonox, removing/adding heat and sending safety signals;
                  anode exhaust gas oxidizer; steam generator (integrated with
                  the anode exhaust gas oxidizer); supports for


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                  all of the above; and interconnecting tubing/piping between
                  the above items. Fuel Processor Reactors shall include fuel
                  processor reactors that utilize both propane and natural gas.
                  The parties acknowledge that the Fuel Processor Reactor, as it
                  exists on the date of this Agreement and with any subsequent
                  modifications thereto or re-designs thereof, shall be excluded
                  from the definition of Project Technology.



         (f)      "Fuel Processor System" means a Fuel Processor Reactor that
                  incorporates a Balance of Plant System that can be integrated
                  with a fuel cell system or can be operated as a stand-alone
                  unit, and is designated by the Steering Committee for
                  commercialization.

         (g)      "Intellectual Property Rights" or "IP Rights" means
                  intellectual property rights, including all technical
                  information, inventions (whether patentable or not), patents
                  and patent applications therefor, registered designs, design
                  rights, copyright material, trade and commercial secrets,
                  technical know-how, owned or controlled by a party, and
                  Confidential Information, as defined in the NDA, but does not
                  include trademarks or trade names.

         (h)      "NDA" means the Confidentiality Agreement, dated December 22,
                  2000, by and between HYDROGENICS, on its own behalf and on
                  behalf of those companies worldwide whose voting shares it
                  owns a controlling interest, and JMPLC, on its own behalf and
                  on behalf of those companies worldwide whose voting shares it
                  owns a controlling interest, including JM, attached hereto as
                  Appendix 2.

         (i)      "Project Patents" means all patents, regardless of country of
                  issue, which cover inventions arising from the Project
                  Technology.

         (j)      "Project Technology" means all inventions, ideas,
                  improvements, trade secrets, copyrights and modifications,
                  used in and directly related to the Project, which were
                  conceived or first reduced to practice in the course of the
                  work performed pursuant to this Agreement by employees,
                  consultants or independent contractors of the parties.

         (k)      "Specifications" means the specifications for a Balance of
                  Plant System as specified in Appendix 3 hereto.

         (l)      "Steering Committee" means the representatives of each company
                  to oversee the Project. Each party shall have an equal number
                  of representatives. The Steering Committee is listed on
                  Appendix 4 hereto. Each party shall the have the right to make
                  changes in its representatives by written notice to the other
                  party.

2.       CONFIDENTIALITY

         (a)      Notwithstanding Section 14 of the NDA, except as otherwise
                  expressly modified herein, the NDA shall apply with equal
                  force and effect to the sharing of information pursuant to
                  this Agreement.

         (b)      In accordance with Section 7 of this Agreement and pursuant to
                  the NDA, JM and HYDROGENICS agree to share information with
                  each other relating to the Fuel Processor Reactor and the
                  Balance of Plant System; provided, however, that no Fuel
                  Processor Reactors supplied by JM will be opened by

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                  HYDROGENICS nor will HYDROGENICS allow a third party to do so
                  unless JM approves in writing.

3.       CO-OPERATION

         (a)      JM and HYDROGENICS will co-operate with each other to achieve
                  the tasks outlined on the Development Plan.

         (b)      JM will supply to HYDROGENICS Fuel Processor Reactors for the
                  parties' use in connection with this Project. The parties will
                  work together to design and build the Balance of Plant System
                  and test and evaluate the Fuel Processor System. Each party
                  will conduct the evaluations and will provide written feedback
                  to the other party, which evaluations shall include, without
                  limitation, specific areas of deficiencies in meeting the
                  Specifications.

         (c)      JM agrees that for a period of two (2) years from the date a
                  Fuel Processor System is designated hereunder, it will
                  purchase from HYDROGENICS all of its requirements for Balance
                  of Plant Systems for any Fuel Processor Systems developed
                  hereunder and sold by JM, provided, however, that HYDROGENICS
                  satisfies reasonable price, delivery, and warranty
                  specifications agreed to in good faith between the parties,
                  and HYDROGENICS agrees to supply all of JM's requirements for
                  the same. The parties will negotiate in good faith a separate
                  supply agreement for the supply by HYDROGENICS of Balance of
                  Plant Systems to JM.



         (d)      HYDROGENICS agrees that for a period of two (2) years from the
                  date a Fuel Processor System is designated hereunder, it will
                  purchase from JM all of its requirements for Fuel Processor
                  Reactors, provided, however, that JM satisfies reasonable
                  price, delivery, and warranty specifications agreed to in good
                  faith between the parties, and JM agrees to supply all of
                  HYDROGENICS' requirements for the same. The parties will
                  negotiate in good faith a separate supply agreement for the
                  supply by JM of Fuel Processor Reactors to HYDROGENICS.



4.       PROJECT COST SHARING

         (a)      JM shall supply the Fuel Processor Reactors required for the
                  Project. Otherwise the parties shall share equally in all
                  out-of-pocket material costs associated with the Project.
                  Expenditures in excess of an amount to be determined by the
                  Steering Committee shall be pre-approved by a majority of the
                  Steering Committee.

         (b)      Each party shall bear its own internal costs of participation
                  in the Project, including, without limitation, the salaries
                  and travel expenses for its respective personnel.

5.       SPECIFICATIONS, EVALUATIONS AND FIELD TESTING

         (a)      The Specifications shall be established by the Steering
                  Committee and can be relaxed by the Steering Committee at its
                  discretion if the Steering Committee determines that there is
                  substantial compliance with the Specifications such that a
                  Fuel Processor System may be designated. HYDROGENICS
                  acknowledges that as of the date of this Agreement, the Fuel
                  Processor


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                  Reactors are prototypes and are subject to change, which in
                  turn may necessitate changes to the Specifications.

         (b)      In the event that a Fuel Processor System is successfully
                  integrated with a fuel cell system, and JM decides to do field
                  trials on such integrated system, HYDROGENICS will provide
                  reasonable assistance in such endeavor, as requested by JM.

6.       WARRANTIES

         (a)      Balance of Plant Systems incorporated into a Fuel Processor
                  System will be warrantied by HYDROGENICS to meet the
                  Specifications.

         (b)      Fuel Processor Reactors incorporated into a Fuel Processor
                  System will be warrantied by JM to meet the specifications
                  therefor.

         (c)      JM shall not be liable for and HYDROGENICS shall indemnify JM
                  against any personal injury or property damage or claim,
                  losses, expenses or judgements, resulting in any way from the
                  handling, possession or use of the Balance of Plant Systems.

         (d)      HYDROGENICS shall not be liable for and JM shall indemnify
                  HYDROGENICS against any personal injury or property damage or
                  claim, losses, expenses or judgements, resulting in any way
                  from the handling, possession or use of the Fuel Processor
                  Reactors.

7.       INTELLECTUAL PROPERTY CONDITIONS

         (a)      The parties shall allocate ownership rights to the Project
                  Technology arising under this Agreement in accordance with the
                  following principles:

                  (i)      Each party shall own the IP Rights developed
                           exclusively by it, provided, however, that JMPLC
                           shall own the IP Rights developed exclusively by JM.
                           For greater certainty, all Project Technology made
                           solely by employees, agents, consultants or
                           independent contractors of a party (the "inventing
                           party") shall be the sole property of the inventing
                           party. The inventing party shall disclose such
                           Project Technology to the other party and shall
                           promptly decide, in its sole discretion, whether and
                           where to file patent applications on inventions
                           and/or other intellectual property protection, and
                           shall file such applications at its sole cost;

                  (ii)     All Project Technology made jointly by employees,
                           agents, consultants or independent contractors of
                           both parties in the performance of the Project shall
                           be jointly owned by both parties. The parties shall
                           attempt, in good faith, to decide whether and where
                           to file patent applications on such Project
                           Technology and/or other intellectual property
                           protection, and shall file and maintain such
                           applications and the resulting patents and/or other
                           applications with an equal division of costs;
                           provided, however, that should a party decide not to
                           financially participate in the filing of a patent
                           application, the other party may have such filing
                           done at its cost if it desires, and the filing party
                           shall be the owner of the resulting Project Patent(s)
                           and applications. Where HYDROGENICS and JM jointly
                           file a patent application(s) claiming IP Rights owned
                           jointly by the

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                           parties, the parties agree to cooperate fully with
                           each other in filing, prosecuting, issuing and
                           maintaining such patent applications and patents and
                           agree to equally share all outside legal fees and
                           expenses associated with the filing, prosecution and
                           issuance of such patent applications and the
                           maintenance of such applications and any resulting
                           patents. Each party shall be solely responsible for
                           any in house expenditures that it incurs in the
                           filing, prosecution, issuance and maintenance of such
                           applications and resulting Project Patents. In the
                           event that the parties jointly develop a patentable
                           product or process with respect to any Fuel Processor
                           System, the parties shall negotiate in good faith a
                           royalty arrangement whereby each party may share in
                           the sales by the other party that embody such Project
                           Patent.

                  (iii)    As used herein, the term "file" shall include one or
                           more but not necessarily all of preparation, filing,
                           prosecution, appeal, maintenance, foreign filing,
                           instituting or defending relevant oppositions and
                           other actions related to procuring and maintaining
                           Project Patents.

                  (iv)     In order for each party to derive the agreed upon
                           value from the Project, each inventing party shall
                           grant to the other party, a paid-up, non-exclusive,
                           irrevocable world-wide, royalty-free license to make,
                           have made, use, have used, sell, offer to sell,
                           import, have imported, copy, have copied, modify,
                           make derivative works of and sub-license for any such
                           purpose, related products under all Project Patents
                           and Project Technology owned solely by the inventing
                           party. An inventing party shall also grant to the
                           other party the right to use any Background IP Rights
                           in existence as of the termination of this Agreement
                           to the extent required in order for the other party
                           to use any Project Patent or Project Technology to
                           the extent licensed by this Agreement; provided that
                           JM is not required to grant a license to HYDROGENICS
                           with respect to the Fuel Processor Reactor.



         (b)      IP Rights owned by each of the parties that do not result from
                  this Agreement shall be unaffected by the provisions herein.



         (c)      Except as set forth in this Agreement, neither party shall
                  obtain any rights to the other party's Background IP Rights.



         (d)      HYDROGENICS assumes and shall bear the expense of, and agrees
                  to indemnify, defend and hold JM harmless from and against,
                  any and all losses, claims, liabilities and damages (including
                  costs, expenses and reasonable attorneys' fees) incurred by JM
                  resulting from actual or alleged infringement of any patents,
                  copyrights, trademarks, trade secrets or other legally
                  protected proprietary right, based on HYDROGENICS' performance
                  under this Agreement.

         (e)      JM assumes and shall bear the expense of, and agrees to
                  indemnify, defend and hold HYDROGENICS harmless from and
                  against, any and all losses, claims, liabilities and damages
                  (including costs, expenses and reasonable attorneys' fees)
                  incurred by HYDROGENICS resulting from actual or alleged
                  infringement of any U.S. or foreign patents, copyrights,
                  trademarks, trade

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                  secrets or other legally protected proprietary right, based on
                  JM's performance under this Agreement.

         (f)      Each party to this Agreement shall keep the other party
                  advised of any known infringement and any litigation relative
                  to such other party's Intellectual Property Rights specified
                  in this Section 7.



         (g)      In the event that this Agreement is terminated prior to the
                  successful completion of the Development Plan, each party will
                  return to the other any and all property it has received from
                  the other for use in connection with the Project and the
                  parties shall discuss in good faith the proper disposition of
                  any prototype Fuel Processor Systems and components thereof.
                  Each party shall return or destroy all drawings and
                  documentation concerning the other party's Confidential
                  Information.

         (h)      Except for license rights under Background IP Rights to the
                  extent necessary for a party to fully use and exploit Project
                  Patents and Project Technology as provided for above, nothing
                  in this Agreement shall be deemed to constitute a license or
                  waiver of existing or future proprietary rights that each
                  party may otherwise possess.



8.       MISCELLANEOUS PROVISIONS

         (a)      Limitation of Damages. In no event shall either party be
                  liable to the other party for special, incidental or
                  consequential damages, whether such other party's claim is
                  based in contract, negligence, strict liability or otherwise.

         (b)      Force Majeure. Each party's obligation to perform hereunder
                  shall be subject to any delays caused by acts of God, fires,
                  floods, explosion, sabotage, riot, accidents; orders of, or
                  failure to issue or continue in effect all necessary permits
                  by, civil or military authorities, delays by suppliers of
                  fuel, power, raw materials, containers or transportation;
                  breakage or failure of machines, strikes, lockouts or labor
                  trouble; perils of the sea; or any other cause beyond such
                  party's reasonable control. The party invoking this Subsection
                  8(b) shall give the other party prompt written notice of any
                  event that is likely to delay its performance hereunder.

         (c)      Term and Termination.

                  (i)      The term of this Agreement shall be for one (1) year
                           from the date hereof.

                  (ii)     This Agreement can be terminated by either party:

                           (A)      on account of a material violation of the
                                    Agreement by the other party, which shall
                                    include, without limitation, such party's
                                    consistent failure to perform its
                                    obligations hereunder in a timely manner,
                                    provided, however, that the non-breaching
                                    party shall have provided at least thirty
                                    (30) days' written notice to the other
                                    party; provided further, that such notice
                                    shall be null and void if the offending
                                    party cures the violation before expiration
                                    of the thirty (30) days notice period; or


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                           (B)      when the other party makes a general
                                    assignment for the benefit of its creditors,
                                    has a custodian, receiver or any trustee
                                    appointed for it or a substantial part of
                                    its assets, commences any voluntary
                                    proceeding under any bankruptcy law; or

                           (C)      when a court having jurisdiction over the
                                    other party shall enter a decree or order
                                    for relief in any involuntary case under
                                    applicable bankruptcy law and such decree or
                                    order shall continue unstayed and in effect
                                    for a period of sixty (60) days or more.

                  (iii)    Termination for any reason by either party shall not
                           prejudice that party's remaining contractual rights
                           hereunder nor terminate the other party's remaining
                           obligations hereunder.

         (d)      Entire Agreement. This Agreement, including the appendices
                  hereto, which are hereby incorporated herein, constitutes the
                  entire agreement between the parties. Except to the extent
                  otherwise provided herein, no modifications to,
                  supplementation of, or addition of terms or conditions to this
                  Agreement, whether contained in any purchase order,
                  confirmation or otherwise, shall be effective unless made in
                  writing and signed by the party to be charged with
                  modification.

         (e)      Governing Law. This Agreement shall be interpreted in
                  accordance with the laws of the Commonwealth of Pennsylvania
                  without regard to its principles of conflict of laws.

         (f)      Assignment. Except as expressly permitted in this Subsection
                  8(f), no right or obligation of either party hereunder shall
                  be assignable without the prior written agreement of the other
                  party, which agreement shall not be withheld unreasonably;
                  otherwise this Agreement shall be binding upon and inure to
                  the benefit of the parties hereto and their respective
                  permitted successors and assigns. JM may assign rights and
                  obligations hereunder to JMPLC. This Agreement is entered into
                  solely for the benefit of the parties named in it and not for
                  the benefit of any other persons or entities. No other persons
                  or entities may enforce it for their benefit nor shall they
                  have any claim or remedy for its breach.

         (g)      Notices. All notices, requests and other communications
                  hereunder shall be deposited in the United States mail,
                  registered or certified, postage prepaid, addressed as
                  follows:

                  If to HYDROGENICS:
                  Hydrogenics Corporation
                  5985 McLaughlin Road
                  Mississauga, Ontario
                  Canada L5R 1B8
                  Attn:  Jonathan Lundy, Vice President, Corporate Affairs

                  If to JM:
                  Johnson Matthey Inc.
                  434 Devon Park Drive
                  Wayne, PA 19087
                  Attn: Vice President, Gas Processing Technology


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                  With a copy to:
                  Johnson Matthey Inc.
                  460 E. Swedesford Road
                  Wayne, PA 19087
                  Attn:  Vice President & General Counsel

                  It is understood and agreed that this Subsection 8(g) is not
                  intended to govern the day-to-day business communications
                  necessary between the parties in performing their duties, in
                  due course, under the terms of this Agreement.



         (h)      Waiver. Any delay or forbearance by either party in exercising
                  any right hereunder shall not be deemed a waiver of that right
                  or any other right.

         (i)      Severability. The provisions of this Agreement shall be
                  severable and, if any provision of this Agreement is held to
                  be invalid or unenforceable, it shall be construed to have the
                  broadest interpretation that would make it valid and
                  enforceable. Invalidity or unenforceability of a provision
                  shall not affect any other provision of this Agreement.

         (j)      Survival. Notwithstanding Subsection 8(c)(i), Sections 2, 6,
                  7, and Subsections 8(a), 8(c)(iii), 8(e), 8(g) and 8(j) shall
                  indefinitely survive the termination of this Agreement in
                  accordance with their terms.

         (k)      Counterparts. This Agreement may be executed in one or more
                  counterpart copies, each of which shall be deemed an original
                  and all of which shall together be deemed to constitute one
                  agreement.

         (l)      Headings. The headings in this Agreement are for convenience
                  only and do not in any way limit or amplify the terms or
                  conditions in this Agreement.

         (m)      No Joint Venture. Nothing contained in this Agreement shall be
                  deemed to create a joint venture or partnership between the
                  parties, nor shall either party or any employee thereof be
                  deemed to be an agent, employee, joint venturer, business
                  partner, or legal representative of the other party. Neither
                  party shall have any authority to incur any liability or
                  obligation whatsoever on behalf of the other.

         (n)      Publicity/Press Releases. Except as otherwise may be required
                  by law, all public notices and all other publicity concerning
                  the Project shall be approved in advance by a majority of the
                  Steering Committee.

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

HYDROGENICS CORPORATION            JOHNSON MATTHEY INC.

By:  /s/ JONATHAN LUNDY                   By:  /s/ MICHAEL T. CINAGLIA
   -------------------------                 -------------------------
Name:  Jonathan Lundy                     Name:  Michael T. Cinaglia
Title: VP Corporate Affairs               Title: VP Gas Processing Technology


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