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                                                                    Exhibit 10.7

                              CONSULTING AGREEMENT

      This Consulting Agreement, made and entered into as of July 28, 1999
between H Power Corp., a Delaware corporation having its principal place of
business at 60 Montgomery Street, Belleville, New Jersey 07109 (the "Company"),
and Frederick Entman, an individual residing at 260 Tillou Road, South Orange,
New Jersey 07079 (the "Consultant").

                                R E C I T A L S:

      WHEREAS, the Company considers it in its best interest and in the best
interest of its stockholders to foster the retention and engagement of key
senior personnel; and

      WHEREAS, for the foregoing reasons the Company desires to retain the
services of the Consultant on the terms and subject to the conditions provided
in this Agreement; and

      WHEREAS, the Consultant desires to accept such engagement by the Company
and to render services to the Company on the terms and subject to the conditions
provided in this Agreement;

      NOW THEREFORE, The parties hereto agree as follows:

1. Engagement

      The Company hereby agrees to retain the services of the Consultant, and
      the Consultant agrees to be retained by the Company, to render services to
      the Company for the period, at the rate of compensation and upon the other
      terms and conditions, set forth in this Agreement.

2. Term

      The term of the Consultant's engagement under this Agreement (the "Term")
      shall commence on June 1, 1999 and shall continue through and including
      May 31, 2004, unless earlier terminated in accordance with Section 7, in
      which event the Termination Date as set forth therein shall be deemed the
      end of the Term. If not earlier terminated, the Term shall be
      automatically extended for successive 12-month periods unless either Party
      shall object to any extension, in writing, no later than 90 days prior to
      the first day of such extension.

3. Position and Duties

      (a)   Position as Consultant

            The Consultant shall serve as a senior consultant to the Company.
            During his engagement hereunder, the Consultant shall report
            directly to the Board of Directors of the Company (the "Board"). The
            Consultant shall be obligated to devote a reasonable amount of his
            business time to the Company in satisfaction of his duties hereunder
            during any Engagement Year (as defined in Section 4(a) below); it
            being understood that the parties contemplate
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            that the Consultant shall have other businesses and endeavors and
            shall not devote all or even a substantial amount of his business
            time to the fulfillment of such duties.

      (b)   Duties as Consultant

            During the Term, the Consultant shall, subject to supervision by the
            Board, perform duties consistent with his experience and abilities,
            as may be reasonably and properly assigned to the Consultant by the
            Board. It is contemplated that the Consultant shall render services
            to the Company from his residence and/or from such other location(s)
            as may from time to time be convenient to the Consultant. Upon the
            Consultant's request, the Company shall provide him with an office,
            furnished and equipped in a manner consistent with the position as a
            senior consultant and paid for by the Company, at a location
            reasonably selected by the Consultant.

4. Compensation and Reimbursement of Expenses

      (a)   Compensation

            For purposes of this Agreement, each consecutive 12 month period
            during the Term ending on each May 31st (commencing with May 31,
            2000) during the Term shall be referred to as an "Engagement Year."
            For services rendered by the Consultant under this Agreement, the
            Company shall pay to the Consultant during each Engagement Year
            during the Term the following, which shall be considered his "Base
            Compensation": a base salary of $113,100 per year payable in equal
            biweekly installments, commencing with the end of the pay period
            which next follows the commencement of the Term; provided, that such
            base salary shall be adjusted at the beginning of each Engagement
            Year by a factor equal to the current rate of inflation during the
            period from the last such adjustment, or in the case of the first
            adjustment, from the date hereof, as shown by the U.S. Bureau of
            Labor Statistics Consumer Price Index for Urban Wage Earners and
            Clerical Workers ("Index"). Should the U.S. Department of Labor
            discontinue the publication of the Index, or publish same less
            frequently, or alter same in any other manner, then Company may
            adopt a substitute index or substitute procedure which reasonably
            reflects and monitors consumer prices within the United States.

            The Base Compensation shall be subject to customary payroll
            deductions (i.e., for social security, federal, state and local
            taxes and other amount customarily withheld from the compensation of
            members of the Board and/or employees of the Company).

      (b)   Financial Advisory Bonus

            Except for the Company's initial public offering, arranged for with
            Josephthal & Co., Inc., the Company shall pay to the Consultant and
            the Consultant shall be entitled to receive from the Company, an
            amount or amounts which shall be customary at such time for brokers,
            business opportunity finders, financial intermediaries or persons or
            entities performing similar functions, in connection with any and
            all public and private financings


                                  Page 2 of 14
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            consummated by the Company or any of its subsidiaries or affiliates
            during the Term hereunder and in connection with which the
            Consultant provides assistance, makes any introduction or otherwise
            facilitates such transaction, in each case, payable to the
            Consultant upon the receipt of said gross proceeds by the Company.
            In the event that the Consultant and the Company are unable to agree
            upon the amount of such compensation, they shall reasonably agree
            upon an independent investment banking firm to make such
            determination, which shall be binding upon them.

      (c)   Options

            Nothing herein shall limit or restrict the Consultant's ability to
            participate in the Company's 1996 Stock Option Plan (the "Plan"). On
            the date hereof, the Company hereby grants to the Consultant
            pursuant to the Plan the option (the "Consulting Options") to
            acquire 100,000 shares of the Company's common stock at a price of
            $15.00 per share (each of such amounts being subject to customary
            anti-dilution adjustments, including in connection with any stock
            split, recombination, reclassification or similar transaction). The
            Initial Option shall have a term of five years from the date hereof,
            irrespective of any termination of this Agreement, and shall be
            fully exercisable and vested from and after the date hereof. The
            Consulting Options may be exercised by cash tender or by tender of
            other options or securities of the Company, upon customary
            conditions relating to a cashless exercise of options.

      (d)   Reimbursement of Expenses; Office Equipment

            Consistent with established policies of the Company as in effect
            from time to time for senior executives, consultants and members of
            the Board, the Company shall pay to or reimburse the Consultant for
            all reasonable and actual out-of-pocket expenses, including without
            limitation, travel, hotel, automobile, telephone and cellular
            telephone expenses, computer and data processing expenses and
            similar expenses, incurred by the Consultant in performing his
            obligations under this Agreement. During the term of this Agreement,
            as may be extended, the Company shall furnish the Consultant with,
            or shall reimburse the Consultant for, a vehicle (of comparable
            stature to the make and model of the automobile to which the
            Consultant has been accustomed), as well as insurance costs
            therefor. In addition, the Company shall provide the Consultant with
            reasonable and necessary office furniture, equipment and supplies
            including without limitation, a desk top computer with a full
            keyboard and 17 inch screen, a laser jet printer, a modem, a
            scanner, tape back-up and uninterrupted power supply equipment, and
            programs required for the Consultant's duties hereunder for his use
            at his residence or at such other location the Consultant may
            select.


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5. Benefits

      (a)   Benefit Plans

            The payments provided in Section 4 above are in addition to any
            benefits to which the Consultant may be, or may become, entitled
            under any of the Company's benefit plans or programs for which
            members of the Board or senior executive officers of or consultants
            to the Company are or shall become eligible. During the term the
            Consultant shall be eligible to receive benefits and emoluments
            which are consistent with the benefits and emoluments provided to
            senior executive officers of the Company, and subsequent to the term
            shall be entitled to all health benefits for the life of the
            consultant.

      (b)   Vacation

            The Consultant shall be entitled to reasonable periods of vacation
            and sick time consistent with his role as a senior consultant to the
            Company, during which periods the Company shall not expect the
            Consultant to perform services hereunder.

      (c)   No Reduction

            There shall be no material reduction or diminution of the benefits
            provided in this Section 5 during the Term unless (i) the Consultant
            shall have provided his consent to such reduction or diminution or
            (ii) an equitable arrangement (embodied in an ongoing substitute or
            alternative benefit or plan) has been made with respect to such
            benefit or plan or (iii) such reduction is part of an
            across-the-board reduction affecting all senior executives of the
            Company.

6. Benefits Payable Upon Disability

      (a)   Disability Benefits

            During any period of Disability (as defined below) occurring during
            the Term, the Company shall continue to pay to the Consultant the
            Base Compensation as provided herein and continue to extend to him
            the benefits described in Sections 4 and 5 hereof; it being
            understood that if disability benefits are provided under any
            disability insurance or similar policy maintained by the Company (or
            maintained by the Consultant, the cost of which is reimbursed or
            paid by the Company), payments under such policy shall be considered
            as payments by the Company and, to the extent received, shall offset
            any Base Compensation payable to the Consultant under this
            Agreement. As used in this Agreement, "Disability" shall mean the
            inability (as determined by a majority of the remaining members of
            the Board, other than the Consultant, voting for such determination)
            of the Consultant to render services to the Company, as provided
            herein, as a result of physical or mental infirmity or disability.

      (b)   Services During Disability


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            During the Term, notwithstanding any Disability, the Consultant
            shall, to the extent that he is physically and mentally able to do
            so, furnish information, assistance and services to the Company.

7. Termination

      This Agreement shall be terminated in accordance with the provisions of
      this Section 7, in which case the provision of Section 8 below shall be
      applicable.

      (a)   Upon Expiration of the Term

            This Agreement shall terminate in accordance with Section 2 above.

      (b)   By the Company

            In addition to the provisions of Section 7(a) above, this Agreement
            is subject to earlier termination by the Company, as follows:

            (i)   Death of Consultant
                  If the Consultant dies, this Agreement shall terminate, the
                  Termination Date being the date of the Consultant's death.

            (ii)  Disability

                  If the Consultant is unable to perform his services as
                  required in this Agreement, as a result of his Disability
                  during an Engagement Year, the Company shall have the right to
                  terminate this Agreement as determined by a majority of the
                  remaining members of the Board, other than the Consultant,
                  voting for such determination), the Termination Date being 15
                  days after notice thereof is provided to the Consultant.

            (iii) Termination by the Company for Cause

                  The Company shall have the right to terminate the Consultant's
                  engagement under this Agreement for Cause (as defined below),
                  the Termination Date to be immediately upon notice thereof
                  from the Company to the Consultant. For purposes of this
                  Agreement, "Cause" shall mean the Consultant's (A) conviction
                  of any misdemeanor involving moral turpitude or any felony,
                  (B) misappropriation or embezzlement from the Company, (C)
                  breach during the Term of Sections 10 or 11 below or (D)
                  persistent refusal (after 30 days' prior written notice during
                  which such refusal may be cured by the Consultant) to perform
                  his duties hereunder.

            (iv)  No Termination by the Company Without Cause


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                  The Company shall not have the right to terminate the
                  Consultant's engagement hereunder for any reason not
                  specifically set forth in clauses (i), (ii) or (iii) of this
                  Section 7(b).

      (c)   By The Consultant

            In addition to the provisions of Section 7(a) above, this Agreement
            is subject to earlier termination by the Consultant, as follows:

            (i)   Termination by the Consultant for Just Cause

                  The Consultant shall have the right to terminate his
                  employment under this Agreement upon the occurrence of a
                  material breach of this Agreement by the Company. The
                  Termination Date shall be 15 days after the date of the
                  applicable notice giving rise to a termination, by the
                  Consultant to the Company.

            (ii)  Termination by the Consultant Without Just Cause

                  The Consultant shall have the right to terminate the
                  Consultant's employment under this Agreement for any other
                  reason not set forth in clause (i) of this Section 7(c), the
                  Termination Date being 15 days after notice thereof from the
                  Consultant to the Company.

8. Effect of Termination
      The following provisions shall be applicable in the event of the
      termination of this Agreement as provided in Section 7 above.

      (a)   Expiration of Term

            Upon termination of this Agreement as provided in Section 7(a)
            above, this Agreement shall terminate and be of no further force and
            effect, except as provided in Sections 11, 12 and 13(b) below which
            shall survive such termination.

      (b)   Death

            Upon the termination of this Agreement as provided in Section
            7(b)(i) above, the Company shall pay to the Consultant's estate (i)
            the Base Compensation otherwise payable to the Consultant hereunder
            for the six-month period following the Termination Date, payable
            within 180 days after the Termination Date (but not earlier than any
            recovery of insurance proceeds in respect thereof, as provided
            below), and (ii) any bonus for the Engagement Year in which the
            Termination Date occurs that the Board determines would otherwise
            have been payable had the Consultant not died, which Annual Bonus
            shall be reduced by pro prorating it through the Termination Date,
            payable, in the case of this clause (ii), at the time such payment
            would otherwise be due and payable hereunder, and (iii) expense
            reimbursement amounts accrued through the Termination Date, at the
            time such payment would otherwise be due and payable thereunder.
            Neither party shall have


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            any further liability or obligation to the other except as provided
            in Sections 11, 12 and 13(b) hereunder which shall survive the
            Termination Date. Notwithstanding the provisions of clause (i) and
            (ii) above, the Company shall have the right to provide for either
            or both of the payments described therein by purchasing life
            insurance on the Consultant's life or reimbursing to the Consultant
            the cost of the premiums in respect of such life insurance which may
            be purchased directly by the Consultant if he so elects.

            In the event that the Consultant shall own any employee, director
            and/or consultant stock options as of the Termination Date, all of
            such options which are unvested as of the Termination Date shall
            vest and become exercisable by virtue of any termination under
            Section 7(b)(i) and, notwithstanding the provisions of the Plan
            pursuant to which such options may have been granted, the
            Consultant's estate shall have a period of two years from the
            Termination Date to exercise such options, except that the
            Consulting Options shall have the term provided in Section 4(c)
            above.

      (c)   Disability

            Upon the termination of this Agreement as provided in Section
            7(b)(ii) above, the Company shall pay to the Consultant (i) an
            amount equal to the compensation otherwise payable to the Consultant
            hereunder for the six-month period following the Termination Date
            and (ii) any bonus for the Employment Year in which the Termination
            Date occurs that the Board determines would otherwise have been
            payable had the Consultant not become Disabled, which Annual Bonus
            shall be reduced by prorating it through the Termination Date, in
            each case, payable at the times such payments would otherwise be due
            and payable hereunder and (iii) expense reimbursement amounts
            accrued through the Termination Date, at the time such payment would
            otherwise be due and payable thereunder. Neither party shall have
            any further liability or obligation to the other except as provided
            in Sections 11, 12 and 13(b) hereunder which shall survive the
            Termination Date. Notwithstanding the provisions of clauses (i) and
            (ii) above, the Company shall have the right to provide for either
            or both of such payments described therein by purchasing disability
            insurance in respect of the Consultant or reimbursing to the
            Consultant the cost of the premiums in respect of such disability
            insurance which may be purchased directly by the Consultant if he so
            elects. In the event that the Consultant shall own any employee,
            director and/or consultant stock options as of the Termination Date,
            all of such options which are unvested as of the Termination Date
            shall vest and become exercisable by virtue of any termination under
            Section 7(b)(ii) and, notwithstanding the provisions of the
            Company's Stock Option Plan pursuant to which such options may have
            been granted, the Consultant shall have a period of two years from
            the Termination Date to exercise such options, except that the
            Consulting Options shall have the term provided in Section 4(c)
            above.

      (d)   Termination by the Company For Cause


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            Upon the termination of this Agreement as provided in Section
            7(b)(iii) above, the Company shall pay to the Consultant (i) the
            accrued and unpaid Base Compensation, if any, through the
            Termination Date and (ii) expense reimbursement amounts accrued
            through the Termination Date, at the time such payments are
            otherwise due and payable thereunder. Neither party shall have any
            further liability or obligation to the other except as provided in
            Sections 11, 12 and 13(b) hereunder which shall survive the
            Termination Date. No unvested employee, director and/or consultant
            stock options shall vest or become exercisable by virtue of any
            termination under Section 7(b)(iii) and any and all rights thereto
            then possessed by the Consultant shall be terminated and of no
            further force and effect; it being understood that the foregoing
            shall not affect the Consulting Options.

      (e)   Termination by the Consultant for Just Cause

            Upon termination of this Agreement as provided in Section 7(c)(i)
            above, the Company shall pay to the Consultant (i) the Base
            Compensation which would otherwise have been payable hereunder for
            the remainder of the Term had the Agreement not been terminated and,
            (ii) expense reimbursement amounts accrued through the Termination
            Date, in each case, in the case of clause (i) and (ii) above, at the
            time such payments are otherwise due and payable thereunder. Neither
            party shall have any further liability or obligation to the other
            except as provided in Sections 11, 12 and 13(b) hereunder which
            shall survive the Termination Date. All unvested employee, director
            and/or consultant stock options, if any, shall vest and become
            exercisable for their remaining term absent such termination by
            virtue of any termination under Section 7(c)(i).

      (f)   Termination by the Consultant Without Just Cause

            Upon the termination of this Agreement as provided in Section
            7(c)(ii) above, the Company shall pay to the Consultant (i) the
            accrued and unpaid Base Compensation, if any, through the
            Termination Date, and (ii) expense reimbursement amounts accrued
            through the Termination Date. Neither party shall have any further
            liability or obligation to the other except as provided in Sections
            11, 12 and 13(b) hereunder which shall survive the Termination Date.
            No unvested employee or directors options shall vest or become
            exercisable by virtue of any termination under Section 7(c)(ii)
            above and any and all rights thereto to such unvested options then
            possessed by the Consultant shall be terminated and of no further
            force and effect; it being understood that the foregoing shall not
            affect the Consulting Options.

9. Federal Income Tax and Other Withholdings

      The Company shall withhold from any benefits payable pursuant to this
      Agreement such federal, state, city or other taxes and other amounts as
      may be required to be withheld pursuant to any applicable law or
      governmental regulations or ruling and shall timely pay over to the
      appropriate governmental or other authorities the amount withheld,
      together with any additional amounts required to be paid by the Company in
      respect thereof.


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10. Non-Competition and Confidential Information During the Term

      (a)   Non-Competition

            The Consultant covenants and agrees that he will not at any time
            during the Term engage in a business which is on the date hereof or
            during the Term in competition with the business of the Company, or
            solicit the services of any employee of the Company in connection
            therewith.

      (b)   Confidential Information

            The Consultant shall, during the Term hold in a fiduciary capacity
            for the benefit of the Company and its stockholders all secret,
            confidential or proprietary information, knowledge or data relating
            to the Company (and any of its subsidiaries or affiliates), which
            shall have been obtained by the Consultant during or by reason of
            his engagement by the Company. During the Term, the Consultant shall
            not, without the prior written consent of the Company, communicate
            or divulge any such information, knowledge or data to any person or
            entity other than the Company (or such applicable subsidiaries or
            affiliates) and those designated by them which would result in any
            misappropriation or improper use hereof, except that, during his
            engagement hereunder, in furtherance of the business and for the
            benefit of the Company, the Consultant may provide confidential
            information as appropriate to attorneys, accountants, financial
            institutions or other persons or entities engaged in business with
            the Company from time to time.

11. Indemnification and Liability Insurance

      (a)   Indemnification

            The Company shall indemnify and hold the Consultant harmless, to the
            fullest extent permitted by applicable laws and regulations, against
            any and all expenses, liabilities and losses (including without
            limitation, reasonable attorneys' fees and disbursements of counsel
            reasonably satisfactory to the Company), incurred or suffered by him
            in connection with his service hereunder, except to the extent of
            the Consultant's gross negligence or willful misconduct.

      (b)   Insurance

            To the extent available at commercially reasonable rates, the
            Company shall maintain for the benefit of the Consultant, a
            directors' and officers' liability insurance policy insuring the
            Consultant's service hereunder and, if the Consultant is a member of
            the Board, as a member thereof, during the Term in accordance with
            its customary practices as in effect from time to time during the
            Term; provided, that all other directors of the Company are also
            covered by such insurance. The parties acknowledge and agree that
            such policy may cover other directors and officers of the Company in
            addition to the Consultant.

12.   Registration Rights


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      The Company acknowledges that the Consultant and certain of his family
      members, namely his children Scott and Brian, and his wife Elise or trusts
      for the benefit of such persons or entities owned or controlled by such
      persons (together with the Consultant, the "Holders") are the holders in a
      substantial number of shares of Common Stock of the Company (the
      "Registrable Securities"). In connection with this Agreement and the
      transactions contemplated hereby, the Company desires to grant to the
      Holders certain registration rights relating to the Registrable
      Securities.

      (a)   Demand Registration

            The Holders and the holders under a Consulting Agreement dated the
            date hereof between the Company and Mr. Norman Rothstein
            collectively shall have the one-time right at any time from time to
            time to request registration under the Securities Act of 1933 of all
            or part of their Registrable Securities on Form S-1, S-2 or S-3 (if
            available) or any similar registration (each, a "Demand
            Registration"); provided, that the Company need not effect the
            Demand Registration unless such Demand Registration of all the
            Holders shall include at least 100,000 shares of Common Stock. In
            the event of a Demand Registration, the Company shall use its best
            efforts to file and cause to become effect such registration
            statement and take other appropriate methods to effect such
            distributions of securities, as shall be necessary or appropriate,
            upon customary terms and conditions.

      (b)   Piggyback Registration

            Whenever the Company proposes to register any of its securities
            under the Securities Act (other than in a registration relating to
            sales of securities to participants in a Company dividend
            reinvestment plan, S-4, or S-8 or any successor form or in
            connection with an exchange offer or an offering of securities
            solely to the existing stockholders or employees of the Company),
            the Company will give prompt written notice to all Holders of
            Registrable Securities of its intention to effect such a
            registration and will include in such registration (subject to
            customary underwriters' limitations, cut-backs and restrictions, if
            any, upon written notice from the Company's underwriters) all
            Registrable Securities with respect to which the Company has
            received written requests for inclusion therein.

      (c)   Expenses of Registration

            Except as otherwise provided herein, all registration expenses
            incurred in connection with all registrations pursuant to this
            Section 12 shall be borne by the Company; provided, that
            underwriters' or brokers' discounts, fees or selling commissions
            shall be borne by the Holders and not by the Company.

      (d)   Indemnification

            The Company agrees to indemnify, to the fullest extent permitted by
            applicable law, each Holder of Registrable Securities, against all
            losses, claims, damages, liabilities, expenses or any amounts paid
            in settlement of any litigation, investigation or proceeding
            commenced or threatened (collectively, "Claims") to which each such
            indemnified party may become


                                  Page 10 of 14
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            subject under the Securities Act (except to the extent based solely
            on information furnished to the Company in writing by such Holder
            for inclusion in any registration statement); the Consultant shall
            indemnify the Company against any claims under the Securities Act
            resulting solely from information furnished in writing to the
            Company by the Consultant for inclusion in a registration statement
            under which the Holders are selling security holders.

13. General Provisions

      (a)   Assignment

            Neither this Agreement nor any right or interest hereunder shall be
            assignable by the Consultant or the Company without the prior
            written consent of the other; provided, that (i) in the event of the
            Consultant's Death during the Term, the Consultant's estate and his
            heir, executors, administrators, legatees and distributees shall
            have the rights and obligations set forth herein, as provided
            herein, and (ii) nothing contained in this Agreement shall limit or
            restrict the Company's ability to merge or consolidate or effect any
            similar transaction with any other entity, irrespective of whether
            the Company is the surviving entity; provided, that such surviving
            entity shall continue to be bound by the provisions hereof binding
            upon the Company.

      (b)   Binding Agreement

            This Agreement shall be binding upon, and inure to the benefit of
            the Consultant and the Company and their respective heirs,
            executors, administrators legatees and distributees, successors and
            permitted assigns.

      (c)   Amendment of Agreement

            This Agreement may not be modified or amended except by an
            instrument in writing signed by the parties hereto.

      (d)   Severability

            If, for any reason, any provision of this Agreement is determined to
            be invalid or unenforceable, such invalidity or lack of
            enforceability shall not affect any other provision of this
            Agreement not so determined to be invalid or unenforceable, and each
            such other provision shall, to the full extent consistent with
            applicable law, continue in full force and effect, irrespective of
            such invalid or unenforceable provision.

      (e)   Effect of Prior Agreements

            This Agreement contains the entire understanding between the parties
            hereto respecting the Consultant's engagement by the Company, and
            supersedes any prior agreement between the Company and the
            Consultant relating to the retention of the Consultant as a
            consultant to the Company.

      (f)   Notices


                                  Page 11 of 14
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            For the purpose of this Agreement, notices and all other
            communications provided for in this Agreement shall be in writing
            and shall be deemed to have been duly given (i) when delivered, if
            sent by telecopy or by hand, (ii) one business day after sending, if
            sent by reputable overnight courier service, such as Federal
            Express, or (iii) three business days after being mailed, if sent by
            United States certified or registered mail, return receipt
            requested, postage prepaid. Notices shall be sent by one of the
            method described above; provided, that any notice sent by telecopy
            shall also be sent by any other method permitted above. Notices
            shall be sent, if to the Consultant, to Frederick Entman, 260 Tillou
            Road, South Orange, New Jersey 07079; and if to the Company to H
            Power Corporation, 60 Montgomery Street, Belleville, New Jersey
            07109; telecopy no. (201) 450-9850, directed to the attention of the
            Board with copies to the Chairman and the Secretary of the Company;
            or to such other address as either party may have furnished to the
            other in writing in accordance herewith, except that notice of
            change of address shall be effective only upon receipt.

      (g)   Counterparts

            This Agreement may be executed in several counterparts, each of
            which shall be deemed to be an original but all of which together
            shall constitute one and the same instrument. This Agreement may be
            executed by facsimile transmission.

      (h)   Arbitration

            In the event of a dispute or controversy arising under or in
            connection with this Agreement, the Consultant shall give the
            Company or the Company shall give the Consultant, as applicable, a
            written demand for relief. If the dispute or controversy is not
            resolved, it shall be settled exclusively by arbitration, conducted
            in Essex County, Newark, the State of New Jersey, in accordance with
            the rules of the American Arbitration Association. Judgment shall be
            entered on the arbitrator's award in any court having jurisdiction
            over the parties hereto.

      (i)   Indulgences, Etc.

            Neither the failure nor any delay on the part of either party to
            exercise any right, power or privilege under this Agreement shall
            operate as a waiver thereof, nor shall any single or partial
            exercise of any right, remedy, power or privilege preclude any other
            or further exercise of the same or of any other right, remedy, power
            or privilege, nor shall any waiver of any right, remedy, power or
            privilege with respect to any occurrence be construed as a waiver of
            such right, remedy, power or privilege with respect to any other
            occurrence.

      (j)   Headings

            The headings of sections and paragraphs herein are included solely
            for convenience of reference and shall not control the meaning or
            interpretation any of the provisions of this Agreement.


                                  Page 12 of 14
<PAGE>

      (k)   Governing Law

            This Assignment shall be governed by and construed in accordance
            with the internal laws of the State of New Jersey, without regard to
            principles of conflicts of laws.


                                  Page 13 of 14
<PAGE>

IN WITNESS WHEREOF, the Company has caused this Agreement, comprised of 14 pages
including this page, to be executed by its duly authorized officer, and the
Consultant has signed this Agreement, all as of the date first set forth above.

Consultant:                               H Power Corp.:


/s/ Frederick Entman              By: /s/ H. Frank Gibbard
-----------------------               --------------------
Frederick Entman                                       CEO


                                  Page 14 of 14