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                                                                    Exhibit 10.9

                              TERMINATION AGREEMENT

         TERMINATION AGREEMENT, made as of the 5th day of April, 2000, by and
between H POWER CORP., a Delaware corporation having its principal place of
business at 1373 Broad Street, Clifton, New Jersey 07013 (the "Company"), and
Norman Rothstein, an individual residing at 311 Links Drive West, Oceanside,
N.Y. 11572 (the "Consultant").

                              W I T N E S S E T H :

         WHEREAS, the Company and the Consultant are parties to a Consulting
Agreement, dated July 28, 1999 (the "Consulting Agreement"), pursuant to which
the Consultant has provided consulting services to the Company on
corporate-related matters, including the Company's capital raising activities;
and

         WHEREAS, the Company and the Consultant deem it in their respective
best interests to terminate the Consulting Agreement.

         NOW, THEREFORE, in consideration of the mutual agreements hereinafter
contained, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

1.       TERMINATION. Effective as of the date hereof, the Consulting Agreement,
and each of the terms, provisions and covenants contained therein, shall
terminate and be of no further force or effect; PROVIDED, HOWEVER, that the
option grant and registration rights provisions contained in Sections 4(c) and
12, respectively, of the Consulting Agreement shall continue in full force and
effect.

2.       TERMINATION BENEFITS. Pursuant to this Termination Agreement, the
Company shall provide the Consultant with the following benefits, and no other:

         (a)      a lump sum cash payment of $1,000,000;

         (b)      options to purchase 60,000 shares (the "Options") of the
                  Company's common stock (as same may be adjusted for any stock
                  splits or dividends) at an exercise price per share equal to
                  the IPO price of the Company's common stock;

         (c)      for a period of ten (10) years from the date hereof, health
                  insurance for the Consultant, his spouse and any minor
                  dependents substantially equivalent to the health insurance
                  package currently provided to the Company's executive
                  officers;


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         (d)      the Consultant may retain possession of any computer
                  furniture, hardware and/or software that has been provided by
                  the Company for use at the Consultant's residential offices;

         (e)      the Company shall include all shares of common stock
                  underlying the Options in any Registration Statement on Form
                  S-8 filed by the Company with respect to options granted to
                  the Company's employees or officers, and if such registration
                  statement is not filed within six months prior to the
                  expiration date of the Options, the Company shall amend the
                  underlying option agreement to extend the expiration date of
                  the Options for a period of not less than six (6) months after
                  the effective date of the Registration Statement on Form S-8;
                  and

         (f)      transfer into the Consultant's name, at the Company's expense,
                  the automobile lease currently in place for the Consultant's
                  benefit, with all future lease payments to be the sole
                  responsibility and obligation of the Consultant.

3.       RELEASE OF CLAIMS

         (a)      In consideration of the benefits offered herein, Consultant
                  hereby agrees to release and discharge the Company, and the
                  Company's officers, directors, employees, and agents
                  (collectively, the "Released Parties") from any and all
                  claims, causes of action and demands of every kind, arising at
                  law or in equity, which Consultant has or ever had against any
                  of them, arising up to and including the date Consultant signs
                  this Termination Agreement, including, but not limited to
                  claims arising out of the Consulting Agreement, Consultant's
                  relationship with the Company or the termination thereof under
                  any contract, tort, federal, state or local fair employment
                  practices or civil rights law including, but not limited to,
                  Title VII of the Civil Rights Act of 1964, as amended, the
                  Civil Rights Act of 1991, the Americans with Disabilities Act,
                  the Age Discrimination in Employment Act, the Older Workers
                  Benefit Protection Act, the Employee Retirement Income
                  Security Act of 1974, the New Jersey Law Against
                  Discrimination, or any claim for physical or emotional
                  distress or injuries, or any other duty or obligation of any
                  kind or description. This release shall apply to all known,
                  unknown, unsuspected and unanticipated claims, liens, injuries
                  and damages including, but not limited to, claims of
                  employment discrimination, indemnity or discharge, or claims
                  sounding in tort or in contract, express or implied as of the
                  date of the execution of this Termination Agreement. Except to
                  enforce the provisions of this Termination Agreement,
                  Consultant agrees not to initiate any legal action, charge or
                  complaint seeking to recover damages against any of the
                  Released Parties relating to the matters covered or
                  contemplated by this Termination Agreement or that is based on
                  events that took place prior to the date of execution hereof
                  or claims existing as of the date of execution hereof. In the
                  event Consultant asserts any such actions, charges or
                  complaints in the future, Consultant agrees that the Company,
                  in addition to any other remedies available at law or in
                  equity, shall be entitled to recover its costs and the
                  attorneys fees incurred by one or more of the Released Parties
                  in defending such action, charge or complaint. This
                  Termination


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                  Agreement shall not affect Consultant's rights and obligations
                  under the terms of any pension or 401k plan.

         (b)      The Company hereby agrees to release and discharge Consultant
                  from any and all claims, causes of action and demands of every
                  kind, arising at law or in equity, whether known or unknown,
                  which the Company has, ever had had, and ever in the future
                  may have against Consultant, arising up to and including the
                  date the Company signs this Termination Agreement, provided
                  that with respect to Consultant's actions as a director of the
                  Company the foregoing release shall not apply to any claims
                  arising from or related to (i) any breach of Consultant's duty
                  of loyalty to the Company or its stockholders; (ii) acts or
                  omissions not in good faith or which involve intentional
                  misconduct or a knowing violation of the law; (iii) section
                  174 of the Delaware General Corporation Law, or (iv) any
                  transaction from which the Consultant derived an improper
                  personal benefit. Except to enforce the provisions of this
                  Termination Agreement or as otherwise provided herein, the
                  Company agrees not to initiate any legal action, charge or
                  complaint seeking to recover damages against Consultant
                  relating to the matters covered or contemplated by this
                  Termination Agreement or that is based on events that took
                  place prior to the date of execution hereof or claims existing
                  as of the date of execution hereof. In the event the Company
                  asserts any such actions, charges or complaints in the future,
                  Consultant agrees that the Company, in addition to any other
                  remedies available at law or in equity, shall be entitled to
                  recover its costs and the attorneys fees incurred by
                  Consultant in defending such action, charge or complaint.

         (c)      Consultant hereby acknowledges that he has been provided an
                  opportunity to consult with an attorney or other advisor of
                  his choice regarding the terms of this Termination Agreement,
                  that he has been given 45 days in which to consider whether he
                  wishes to enter into this Termination Agreement, and that he
                  has elected to enter this Termination Agreement knowingly and
                  voluntarily. Consultant further acknowledges that he may
                  revoke his assent to this Agreement within seven days of its
                  execution by Consultant. If Consultant wishes to revoke his
                  agreement, he must notify William L. Zang within the seven day
                  revocation period. The voluntary payments to be provided
                  hereunder will be held in escrow by Fulbright & Jaworski
                  L.L.P., counsel to the Company, and will be released upon
                  expiration of the revocation period.

4.       COOPERATION AND INDEMNIFICATION

         (a)      Consultant agrees to reasonably cooperate and assist in the
                  defense of all actions or proceedings brought against the
                  Company. The Company will reimburse Consultant for all related
                  and customary out-of-pocket expenses in connection therewith
                  and will pay Consultant reasonable per diem compensation.

         (b)      The Company acknowledges that the execution of this
                  Termination Agreement is not intended to modify or alter any
                  corporate indemnification rights which Consultant may have as
                  an officer, director, employee or agent of the Company


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                  pursuant to the Company's organizational documents, by-laws,
                  resolutions or other corporate instruments or by-law. In
                  addition, the Company shall indemnify Consultant if Consultant
                  is made a party or threatened to be made a party to any
                  action, suit or proceeding, whether civil or criminal,
                  administrative or investigative by reason of the fact that
                  Consultant is or was a director, officer , employee or agent
                  of the Company, or is or was serving at the request of the
                  Company, against expenses (including attorneys' fees),
                  judgment, fines, and amounts paid in settlement actually and
                  reasonable incurred by Consultant in connection with such
                  action, suit or proceeding if Consultant acted in good faith
                  and in a manner reasonably believed to be in or not opposed to
                  the best interests of the Company, and with respect to any
                  criminal action or proceedings, had no reasonable cause to
                  believe his conduct was unlawful.

5.       MISCELLANEOUS PROVISIONS.

         (a)      This Termination Agreement shall not be amended or modified
                  except by a written instrument signed by the Company and the
                  Consultant.

         (b)      Any and all other previous or contemporaneous agreements,
                  understandings, representations and statements, oral or
                  written, between the parties relating to consulting or other
                  services provided by the Consultant are hereby superceded and
                  shall be of no further force or effect.

         (c)      This Termination Agreement may be executed in counterparts,
                  each of which shall be deemed to be an original as against any
                  party whose signature appears thereon, and all of which shall
                  together constitute one and the same agreement. This
                  Termination Agreement shall become binding when one or more
                  counterparts hereof, individually or taken together, shall
                  bear the signatures of all of the parties reflected hereon as
                  the signatories.

         (d)      This Termination Agreement shall be governed by and construed
                  in accordance with the laws of the State of New Jersey,
                  without regard to the conflicts of laws principles thereof.

         (e)      This Termination Agreement shall inure to the benefit of, be
                  enforceable by, and bind the parties hereto and their
                  respective successors and assigns. Except as specifically set
                  forth or referred to herein, nothing herein expressed or
                  implied is intended or shall be construed to confer upon or
                  give to any person other than the parties hereto and their
                  successors or assigns any rights or remedies under or by
                  reason of this Termination Agreement.


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         IN WITNESS WHEREOF, the parties hereto have duly executed this
Termination Agreement as of the day and year first above written.

                                                    H POWER CORP.


                                                    By: /s/ H. Frank Gibbard
                                                      -------------------------
                                                         H. Frank Gibbard
                                                         Chief Executive Officer

                                                    /s/ Norman Rothstein
                                                    ---------------------------
                                                    Norman Rothstein
                                                    Consultant

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