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                                                                   Exhibit 10.41

THIS LEASE, dated the Eighth day of December, 1999

Parties

Between   KHUBANI ENTERPRISES, INC.
          2 Daniel Road             hereinafter referred to as the Landlord, and
          Fairfield, NJ  07004

          H. Power Corporation,
          60 Montgomery Street,
          Bellville, NJ 07109             hereinafter referred to as the Tenant,

WITNESSETH: That the Landlord hereby demises and leases unto the Tenant, and the
Tenant hereby hires and takes from the Landlord for the term and upon the
rentals hereinafter specified, the premises described as follows, situated in
the Third Floor (3/F) of Sutton Plaza County of Essex and State of New Jersey

Premises

Office space on the third floor of the building known as Sutton Plaza located at
1373 Broad St., Clifton, NJ 07013 and comprising of 4,382 sq. ft. rentable area
as shown on the attached floor plan

Landlord shall deliver the premises to the tenant vacant as of the date hereof.

Term

      The term of this demise shall be for Nineteen (19) months beginning
January 1st, 2000 and ending July 31st, 2001

Rent

      The rent for the demised term shall be One hundred twentyfour thousand,
eight hundred, eighty seven ($124,887.00), which shall accrue at the yearly
rate of Seventy eight thousand, eight hundred and seventy six ($78,876.00),
including Tenant Electricity within the demised premises.

Payment of Rent

      The said rent is to be payable monthly in advance on the first day of each
calendar month for the term hereof, in instalments as follows:

               $6,025.25 + $547.75 Tenant Electricity = $6,573.00

at the office of Khubani Enterprises, Inc., 2 Daniel Road, Fairfield, NJ 07004
or as may be otherwise directed by the Landlord in writing.

               THE ABOVE LETTING IS UPON THE FOLLOWING CONDITIONS:

Peaceful Possession

      First.--The Landlord covenants that the Tenant, on paying the said rental
and performing the covenants and conditions in this Lease contained, shall and
may peaceably and quietly have, hold and enjoy the demised premises for the term
aforesaid.

Purpose

      Second.--The Tenant covenants and agrees to use the demised premises as a

                                General Offices

and agrees not to use or permit the premises to be used for any other purpose
without the prior written consent of the Landlord endorsed hereon.

Default in Payment of Rent

Abandonment of Premises

Re-entry and Reletting by Landlord

Tenant Liable for Deficiency

Lien of Landlord to Secure

Performance Attorney's Fees

      Third.--The Tenant shall, without any previous demand therefor, pay to the
Landlord, or its agent, the said rent at the times and in the manner above
provided. In the event of the non-payment of said rent, or any instalment
thereof, at the times and in the manner above provided, and if the same shall
remain in default for ten days after becoming due, or if the Tenant shall be
dispossessed for non-payment of rent, or if the leased premises shall be
deserted or vacated, the Landlord or its agents shall have the right to and may
enter the said premises as the agent of the Tenant, either by force or
otherwise, without being liable for any prosecution or damages therefor; and may
relet the premises as the agent of the Tenant, and receive the rent therefor,
upon such terms as shall be satisfactory to the Landlord, and all rights of the
Tenant to repossess the premises under this lease shall be forfeited. Such
re-entry by the Landlord shall not operate to release the Tenant from any rent
to be paid or covenants to be performed hereunder during the full term of this
lease. For the purpose of reletting, the Landlord shall be authorized to make
such repairs or alterations in or to the leased premises as may be necessary to
place the same in good order and condition. The Tenant shall be liable to the
Landlord for the cost of such repairs or alterations, and all expenses of such
reletting. If the sum realized or to be realized from the reletting is
insufficient to satisfy the monthly or term rent provided in this lease, the
Landlord, at its option, may require the Tenant to pay such deficiency month by
month, or may hold the Tenant in advance for the entire deficiency to be
realized during the term of the reletting. The Tenant shall not be entitled to
any surplus accruing as a result of the reletting. The Landlord is hereby
granted a lien, in addition to any statutory lien or right to distrain that may
exist, on all personal property of the Tenant in or upon the demised premises,
to secure payment of the rent and performance of the covenants and conditions of
this lease. The Landlord shall have the right, as agent of the Tenant, to take
possession of

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any furniture, fixtures or other personal property of the Tenant found in or
about the premises, and sell the same at public or private sale and to apply the
proceeds thereof to the payment of any monies becoming due under this lease, the
Tenant hereby waiving the benefit of all laws exempting property from execution,
levy and sale on distress or judgment. The Tenant agrees to pay, as additional
rent, all attorney's fees and other expenses incurred by the Landlord in
enforcing any of the obligations under this lease.

Sub-letting and Assignment

      Fourth.--The Tenant shall not sub-let the demised premises nor any portion
thereof, nor shall this lease be assigned by the Tenant without the prior
written consent of the Landlord endorsed hereon.

Condition of Premises, Repairs

Alterations and Improvements

Sanitation, Inflammable Materials

Sidewalks

      Fifth.--The Tenant has examined the demised premises, and accepts them in
their present condition (except as otherwise expressly provided herein) and
without any representations on the part of the Landlord or its agents as to the
present or future condition of the said premises. The Tenant shall keep the
demised premises in good condition, and shall redecorate, paint and renovate the
said premises as may be necessary to keep them in repair and good appearance.
The Tenant shall quit and surrender the premises at the end of the demised term
in as good condition as the reasonable use thereof will permit. The Tenant shall
not make any alterations, additions, or improvements to said premises without
the prior written consent of the Landlord. All erections, alterations, additions
and improvements, whether temporary or permanent in character, which may be made
upon the premises either by the Landlord or the Tenant, except furniture or
movable trade fixtures installed at the expense of the Tenant, shall be the
property of the Landlord and shall remain upon and be surrendered with the
premises as a part thereof at the termination of this Lease, without
compensation to the Tenant. The Tenant further agrees to keep said premises and
all parts thereof in a clean and sanitary condition and free from trash,
inflammable material and other objectionable matter. If this lease covers
premises, all or a part of which are on the ground floor, the Tenant further
agrees to keep the sidewalks in front of such ground floor portion of the
demised premises clean and free of obstructions, snow and ice.

Mechanics' Liens

      Sixth.--In the event that any mechanics' lien is filed against the
premises as a result of alterations, additions or improvements made by the
Tenant, the Landlord, at its option, after thirty days' notice to the Tenant to
cure may terminate this lease and may pay the said lien, without inquiring into
the validity thereof, and the Tenant shall forthwith reimburse the Landlord the
total expense incurred by the Landlord in discharging the said lien, as
additional rent hereunder.

Glass

      Seventh.--The Tenant agrees to replace at the Tenant's expense any and all
glass which may become broken in and on the demised premises. Plate glass and
mirrors, if any, shall be insured by the Tenant at their full insurable value in
a company satisfactory to the Landlord. Said policy shall be of the full premium
type, and shall deposit Certificate hereof with the Landlord or his agent.

Liability of Landlord

      Eighth.--Except for landlord's negligence the Landlord shall not be
responsible for the loss of or damage to property, or injury to persons,
occurring in or about the demised premises, by reason of any existing or future
condition, defect, matter or thing in said de mised premises or the property of
which the premises are a part, or for the acts, omissions or negligence of other
persons or tenants in and about the said property. The Tenant agrees to
indemnify and save the Landlord harmless from all claims and liability for
losses of or damage to property, or injuries to persons occurring in or about
the demised premises.

Services and Utilities

      Ninth.--Utilities and services furnished to the demised premises for the
benefit of the Tenant shall be provided and paid for as follows: water by the
Landlord ; gas by the Landlord ; electricity by the Landlord ; heat by the
Landlord ; refrigeration by the Landlord ; hot water by the Landlord.

      Tenant shall have 24 hours access to the premises, including elevator
service

      The Landlord shall not be liable for any interruption or delay in any of
the above services for any reason beyond landlord's control.

Right to Inspect and Exhibit

      Tenth.--The Landlord, or its agents, shall have the right to enter the
demised premises at reasonable hours in the day or night to examine the same, or
to run telephone or other wires, or to make such repairs, additions or
alterations as it shall deem necessary for the safety, preservation or
restoration of the improvements, or for the safety or convenience of the
occupants or users thereof (there being no obligation, however, on the part of
the Landlord to make any such repairs, additions or alterations), or to exhibit
the same to prospective purchasers and put upon the premises a suitable "For
Sale" sign. For three months prior to the expiration of the demised term, the
Landlord, or its agents, may similarly exhibit the premises to prospective
tenants, and may place the usual "To Let" signs thereon.

Damage by Fire, Explosion, The Elements or Otherwise

      Eleventh.--In the event of the destruction of the demised premises or the
building containing the said premises by fire, explosion, the elements or
otherwise during the term hereby created, or previous thereto, or such partial
destruction thereof as to render the premises wholly untenantable or unfit for
occupancy, or should the demised premises be so badly injured that the same
cannot be repaired within ninety days from the happening of such injury, then
and in such case the term hereby created shall, at the option of the Landlord or
tenant cease and become null and void from the date of such damage or
destruction, and the Tenant shall immediately surrender said premises and all
the Tenant's interest therein to the Landlord, and shall pay rent only to the
time of such surrender, in which event the Landlord may re-enter and re-possess
the premises thus discharged from this lease and may remove all parties
therefrom. Should the demised premises be rendered untenantable and unfit for
occupancy, but yet be repairable within ninety days from the happening of said
injury, the Landlord may enter and repair the same with reasonable speed, and
the rent shall not accrue after said injury or while repairs are being made, but
shall recommence immediately after said repairs shall be completed. But if the
premises shall be so slightly injured as not to be rendered untenantable and
unfit for occupancy, then the Landlord agrees to repair the same with reasonable
promptness and in that case the rent accrued and accruing

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shall not cease or determine. The Tenant shall immediately notify the Landlord
in case of fire or other damage to the premises.

Observation of Laws, Ordinances, Rules and Regulations

      Twelfth.--The Tenant agrees to observe and comply with all laws,
ordinances, rules and regulations of the Federal, State, County and Municipal
authorities applicable to the business to be conducted by the Tenant in the
demised premises. The Tenant agrees not to do or permit anything to be done in
said premises, or keep anything therein, which will increase the rate of fire
insurance premiums on the improvements or any part thereof, or on property kept
therein, or which will obstruct or interfere with the rights of other tenants,
or conflict with the regulations of the Fire De partment or with any insurance
policy upon said improvements or any part thereof. In the event of any increase
in insurance premiums resulting from the Tenant's occupancy of the premises, or
from any act or omission on the part of the Tenant, the Tenant agrees to pay
said increase in insurance premiums on the improvements or contents thereof as
additional rent.

Signs

      Thirteenth.--No sign, advertisement or notice shall be affixed to or
placed upon any part of the demised premises by the Tenant, except in such
manner, and of such size, design and color as shall be approved in advance in
writing by the Landlord.

Subordination to Mortgages and Deeds of Trust

      Fourteenth.--This lease is subject and is hereby subordinated to all
present and future mortgages, deeds of trust and other encumbrances affecting
the demised premises or the property of which said premises are a part. The
Tenant agrees to execute, at no expense to the Landlord, any instrument which
may be deemed necessary or desirable by the Landlord to further effect the
subordination of this lease to any such mortgage, deed of trust or encumbrance.

      Fifteenth.--Nightly cleaning of the premises shall be performed on
business days at the landlord's expense.

Rules and Regulations of Landlord

      Sixteenth.--The rules and regulations regarding the demised premises,
affixed to this lease, if any, as well as any other and further reasonable rules
and regulations which shall be made by the Landlord, shall be observed by the
Tenant and by the Tenant's employees, agents and customers. The Landlord
reserves the right to rescind any presently existing rules applicable to the
demised premises, and to make such other and further reasonable rules and
regulations as, in its judgment, may from time to time be desirable for the
safety, care and cleanliness of the premises, and for the preservation of good
order therein, which rules, when so made and notice thereof given to the Tenant,
shall have the same force and effect as if originally made a part of this lease.
Such other and further rules shall not, however, be inconsistent with the proper
and rightful enjoyment by the Tenant of the demised premises.

Violation of Covenants, Forfeiture of Lease, Re-entry by Landlord

Non-waiver of Breach

      Seventeenth.--In case of violation by the Tenant of any of the covenants,
agreements and conditions of this lease, or of the rules and regulations now or
hereafter to be reasonably established by the Landlord, and upon failure to
discontinue such violation within ten days after notice thereof given to the
Tenant, this lease shall thenceforth, at the option of the Landlord, become null
and void, and the Landlord may re-enter without further notice or demand. The
rent in such case shall become due, be apportioned and paid on and up to the day
of such re-entry, and the Tenant shall be liable for all loss or damage
resulting from such violation as aforesaid. No waiver by the Landlord of any
violation or breach of condition by the Tenant shall constitute or be construed
as a waiver of any other violation or breach of condition, nor shall lapse of
time after breach of condition by the Tenant before the Landlord shall exercise
its option under this paragraph operate to defeat the right of the Landlord to
declare this lease null and void and to re-enter upon the demised premises after
the said breach or violation.

Notices

      Eighteenth.--All notices and demands, legal or otherwise, incidental to
this lease, or the occupation of the demised premises, shall be in writing. If
the Landlord or its agent desires to give or serve upon the Tenant any notice or
demand, it shall be sufficient to send a copy thereof by registered mail,
addressed to the Tenant at the demised premises, or to leave a copy thereof with
a person of suitable age found on the premises, or to post a copy thereof upon
the door to said premises. Notices from the Tenant to the Landlord shall be sent
by registered mail or delivered to the Landlord at the place hereinbefore
designated for the payment of rent, or to such party or place as the Landlord
may from time to time designate in writing.

Bankruptcy, Insolvency, Assignment for Benefit of Creditors

      Nineteenth.--It is further agreed that if at any time during the term of
this lease the Tenant shall make any assignment for the benefit of creditors, or
be decreed insolvent or bankrupt according to law, or if a receiver shall be
appointed for the Tenant, then the Landlord may, at its option, terminate this
lease, exercise of such option to be evidenced by notice to that effect served
upon the assignee, receiver, trustee or other person in charge of the
liquidation of the property of the Tenant or the Tenant's estate, but such
termination shall not release or discharge any payment of rent payable hereunder
and then accrued, or any liability then accrued by reason of any agreement or
covenant herein contained on the part of the Tenant, or the Tenant's legal
representatives.

Holding Over by Tenant

      Twentieth.--In the event that the Tenant shall remain in the demised
premises after the expiration of the term of this lease without having executed
a new written lease with the Landlord, such holding over shall not constitute a
renewal or extension of this lease. The Landlord may, at its option, elect to
treat the Tenant as one who has not removed at the end of his term, and
thereupon be entitled to all the remedies against the Tenant provided by law in
that situation, or the Landlord may elect, at its option, to construe such
holding over as a tenancy from month to month, subject to all the terms and
conditions of this lease, except as to duration thereof, and in that event the
Tenant shall pay monthly rent in advance at the rate provided herein as
effective during the last month of the demised term.

Eminent Domain, Condemnation

      Twenty-first.--If the property or any part thereof wherein the demised
premises are located shall be taken by public or quasi-public authority under
any power of eminent domain or condemnation, this lease, at the option of the
Landlord, shall forthwith terminate and the Tenant shall have no claim or
interest in or to any award of damages for such taking.

Security

      Twenty-second.--The Tenant has this day deposited with the Landlord the
sum of $ 13,146.00 as security

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for the full and faithful performance by the Tenant of all the terms, covenants
and conditions of this lease upon the Tenant's part to be performed, which said
sum shall be returned to the Tenant within 30 days after the time fixed as the
expiration of the term herein, provided the Tenant has fully and faithfully
carried out all of said terms, covenants and conditions on Tenant's part to be
performed. In the event of a bona fide sale, subject to this lease, the Landlord
shall have the right to transfer the security to the vendee for the benefit of
the Tenant and the Landlord shall be considered released by the Tenant from all
liability for the return of such security; and the Tenant agrees to look to the
new Landlord solely for the return of the said security, and it is agreed that
this shall apply to every transfer or assignment made of the security to a new
Landlord. The security deposited under this lease shall not be mortgaged,
assigned or encumbered by the Tenant without the written consent of the
Landlord.

Arbitration

      Twenty-third.--Any dispute arising under this lease shall be settled by
arbitration. Then Landlord and Tenant shall each choose an arbitrator, and the
two arbitrators thus chosen shall select a third arbitrator. The findings and
award of the three arbitrators thus chosen shall be final and binding on the
parties hereto.

Delivery of Lease

      Twenty-fourth.--No rights are to be conferred upon the Tenant until this
lease has been signed by the Landlord, and an executed copy of the lease has
been delivered to the Tenant.

Lease Provisions Not Exclusive

      Twenty-fifth.--The foregoing rights and remedies are not intended to be
exclusive but as additional to all rights and remedies the Landlord would
otherwise have by law.

Lease Binding on Heirs, Successors, Etc.

      Twenty-sixth.--All of the terms, covenants and conditions of this lease
shall inure to the benefit of and be binding upon the respective heirs,
executors, administrators, successors and assigns of the parties hereto.
However, in the event of the death of the Tenant, if an individual, the Landlord
may, at its option, terminate this lease by notifying the executor or
administrator of the Tenant at the demised premises.

      Twenty-seventh.--This lease and the obligation of Tenant to pay rent
hereunder and perform all of the other covenants and agreements hereunder on
part of Tenant to be performed shall in nowise be affected, impaired or excused
because Landlord is unable to supply or is delayed in supplying any service
expressly or impliedly to be supplied or is unable to make, or is delayed in
making any repairs, additions, alterations or decorations or is unable to supply
or is delayed in supplying any equipment or fixtures if Landlord is prevented or
delayed from so doing by reason of governmental preemption in connection with
the National Emergency declared by the President of the United States or in
connection with any rule, order or regulation of any department or subdivision
thereof of any governmental agency or by reason of the conditions of supply and
demand which have been or are affected by the war.

      Twenty-eighth.--This instrument may not be changed orally.

      Twenty-ninth.--Provided that Tenant is not in default in the performance
of this lease, Tenant shall have the option to renew the lease for an additional
term of ________ years commencing at the expiration of the initial lease term.
All of the above terms and conditions shall apply during the renewal period
except that the Base Rent shall be               ($ ____________) per annum. The
option shall be exercised in writing, by certified mail, to Landlord not less
than five (5) months prior to the expiration of the initial lease term. If this
notice is not given in the manner provided herein within the time specified,
this option shall, at the Landlord's discretion, expire.

            The Landlord shall:-

                        1) Replace ceiling tiles where necessary
                        2) Replace flourescent tube light where necessary
                        3) Parking - 18 spaces.

      The Landlord hereby consents to the following work by the tenant:-
      a) Demolation of bullpen partition by tenant
      b) Carpeting by Tenant & c) Painting by tenant

      Broker on record - Palestna Properties, Inc.
      Landlord agrees to pay such broker commissions.

      IN WITNESS WHEREOF, the said Parties have hereunto set their hands and
seals the day and year first above written.


Witness:      KHUBANI ENTERPRISES, INC.                                 (SEAL)
        ----------------------------------------------------------------
              Landlord

--------------------------------------------------------------------------------
              By /s/ V. N. Khubani


              H. POWER CORPORATION                                      (SEAL)
------------------------------------------------------------------------
              Tenant

              By /s/ H. Frank Gibbard


<PAGE>

================================================================================

                                    GUARANTY

      In consideration of the execution of the within lease by the Landlord, at
the request of the undersigned and in reliance of this guaranty, the undersigned
hereby guarantees unto the Landlord, its successors and assigns, the prompt
payment of all rent and the performance of all of the terms, covenants and
conditions provided in said lease, hereby waiving all notice of default, and
consenting to any extensions of time or changes in the manner of payment or
performance of any of the terms and conditions of the said lease the Landlord
may grant the Tenant, and further consenting to the assignment and the
successive assignments of the said lease, and any modifications thereof,
including the sub-letting and changing of the use of the demised premises, all
without notice to the undersigned. The undersigned agrees to pay the Landlord
all expenses incurred in enforcing the obligations of the Tenant under the
within lease and in enforcing this guaranty.

Witness:                                                                  (SEAL)
        -------------------------------          -------------------------

                                                                          (SEAL)
        -------------------------------          -------------------------

Date
        -------------------------------


                                      Lease

================================================================================

                             KHUBANI ENTERPRISES, INC.
                             2 Daniel Road
                             Fairfield, NJ 07004

                                                                        Landlord

                                                           to

                             H. POWER CORPORATION,
                             60 Montgomery Street
                             Bellville,  NJ 07019

                                                                          Tenant

================================================================================

Premises leased:



From: January 1st, 2000

To: July 31st, 2001


                     ASSIGNMENT AND ACCEPTANCE OF ASSIGNMENT

      For value received the undersigned Tenant hereby assigns all of said
Tenant's right, title and interest in and to the within lease from and after
                     unto                      heirs, successors, and assigns,
the demised premises to be used and occupied for                      and for no
other purpose, it being expressly agreed that this assignment shall not in any
manner relieve the undersigned assignor from liability upon any of the covenants
of this lease.

Witness:                                                                  (SEAL)
        -------------------------------          -------------------------

                                                                          (SEAL)
        -------------------------------          -------------------------

Date
        -------------------------------

      In consideration of the above assignment and the written consent of the
Landlord thereto, the undersigned assignee,
hereby assumes and agrees from and after                     to make all
payments and to perform all covenants and conditions provided in the within
lease by the Tenant therein to be made and performed.

Witness:                                                                  (SEAL)
        -------------------------------          -------------------------

                                                                          (SEAL)
        -------------------------------          -------------------------

Date
        -------------------------------

                              CONSENT TO ASSIGNMENT

      The undersigned Landlord hereby consents to the assignment of the within
lease to                     on the express conditions that the original Tenant
                    , the assignor, herein, shall remain liable for the prompt
payment of the rent and the performance of the covenants provided in the said
lease by the Tenant to be made and performed, and that no further assignment of
said lease or sub-letting of any part of the premises thereby demised shall be
made without the prior written consent of the undersigned Landlord.

                                             ----------------------------------
                                                          Landlord

Date:                                        By
     ----------------------------              --------------------------------