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                                                                   Exhibit 10.32

November 18, 1999


H POWER CORPORATION
50 Montgomery Street
Belleville, New Jersey
07109

Attention:  Dr. H. Frank Gibbard, President and CEO

Dear Dr. Gibbard:

      It is the purpose of this letter to memorialize the undertaking that has
recently been agreed to by H Power Corporation ("HPC") to advance a sum of money
to AvantCell Technologies Inc. ("ACT") with a view to the participation by HPC
in a joint development program relating to the commercialization of the
composite bipolar plate technology (the "Technology") that has been developed
and is owned by ACT. In addition, it is the purpose of this letter to confirm
the intent of ACT to (a) give to HPC an option to purchase shares in the capital
stock of ACT; and (b) to set forward the terms and conditions under which a
license arrangement would be entered into between ACT and HPC whereby HPC would
be granted certain exclusive rights to the Technology.

      Accordingly in consideration of the sum of One Hundred Thousand Dollars
U.S. Funds (US $100,000.00) ("Option Price") and other good and valuable
consideration ACT will forthwith upon the receipt of the Option Price grant to
HPC an irrevocable option (the "Option") exercisable at any time up to 5:00 p.m.
on June 30, 2000 to purchase such a number of common shares of the capital stock
of ACT as would give to HPC an equity interest in ACT of 4.348% (the shares that
would be so issued shall hereinafter be referred to as the "Option Shares"). The
Option shall be exercisable at any time up to and including, but not after 5:00
p.m. June 30, 2000 by delivering by either FedEx or UPS a written notice signed
by you addressed to the undersigned in my capacity as President of ACT
exercising the Option and if the Option is so exercised ACT shall issue to HPC
the Option Shares at the price hereinafter mentioned. The said sale shall be
closed on the fifth (5th) business day following the date of exercising of the
Option (or such earlier date as we may agree) either at the offices of Gross,
Pinsky, 2 Place Alexis Nihon, Suite 1000, 3500 de Maisonneuve Boulevard West,
Montreal, Quebec or at the offices of ACT where and when payment of the said
purchase price for the Option Shares shall be made in full as hereinafter
provided.

      In the event that this Option is so exercised the price for the Option
Shares shall be Five Hundred Thousand Dollars U.S. Funds (US $500,000.00) and
such price shall be satisfied by the Option Price and as to the balance by the
delivery to ACT by banker's draft or certified cheque of


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the sum of Four Hundred Thousand Dollars U.S. Funds (US $400,000.00) at which
time share certificates evidencing the ownership of HPC of the Option Shares
shall be delivered to the designated representatives of HPC.

      In consideration of the Option Price and in consideration of HPC's
agreement to participate in a program with ACT for the aforementioned purposes
and provided that HPC exercises the Option and purchases the Option Shares ACT
hereby grants to HPC an option (the "Technology Option") to acquire an exclusive
license for a period of two (2) years and only for the primary and stationary
power source market to purchase from ACT fuel cells incorporating the jointly
developed bipolar plates or to purchase such plates for use in fuel cells of
HPC's own manufacture. The whole as will be more fully set out in the form of a
license agreement (the "License Agreement") which HPC and ACT hereby undertake
to negotiate in good faith by no later than September 1, 2000.

      The period of two (2) years in the License Agreement will commence on the
date that the ACT bipolar plates are first incorporated in a delivered fuel cell
system. The License Agreement will contain the usual and customary clauses and
conditions and will be based on commercial terms which must be profitable for
ACT as well as advantageous to HPC.

      As further consideration ACT agrees that it will not for a period of two
(2) years following the purchase of the Option Shares by HPC sell any part of
the assets or capital stock of ACT without first giving HPC a right of first
refusal to purchase on such equal terms as ACT may be prepared to sell to third
parties any of the assets or shares of ACT. HPC shall have twenty-one (21) days
in which it may exercise such right of first refusal.

      It is understood that nothing contained in this letter is intended to
amend, negate or contravene those confidential information and non-disclosure
agreements presently in effect between BondFace Technology Inc. and HPC, which
shall remain and continue in full force and effect.

      If HPC does not purchase the Option Shares on or prior to 5:00 p.m. June
30, 2000 this Option and any and all undertakings by ACT in this letter shall
forthwith terminate and the Option Price provided shall be retained by ACT and
neither HPC nor ACT shall be under any further obligations the one to the other
in respect to this letter.

      As previously indicated all sums referred to herein are in U.S. Funds.
Time shall be of the essence hereof.


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      The foregoing shall be governed by and construed in accordance with the
laws of New Jersey.

      If the foregoing meets with your approval kindly so indicate by signing
and returning a replica of this letter which is enclosed for that purpose. I
would ask that you return this letter on or before December 15, 1999 after which
date if not so accepted the offer herein contained shall no longer be valid.


Yours very truly,

AVANTCELL TECHNOLOGIES INC.


Per: /s/ Anthony Keeler
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      Anthony Keeler
      President and CEO


AGREED AND ACCEPTED


H POWER CORPORATION


Per: /s/ H. Frank Gibbard
     -------------------------
      H. Frank Gibbard
      President and CEO


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