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                                                                   Exhibit 10.3

                                                  F Gibbard Employment Agreement

                              AMENDED AND RESTATED
                         OFFICER'S EMPLOYMENT AGREEMENT

      This AMENDMENT AND RESTATED OFFICER'S EMPLOYMENT AGREEMENT (this
"Agreement"), dated as of October 1, 1999, is between H Power Corp., a Delaware
corporation, having its principal place of business at 60 Montgomery Street,
Belleville, New Jersey 07109 (hereinafter referred to as the "Company"), and H.
Frank Gibbard, residing at 14 Plumer Road, Epping, New Hampshire 03042
(hereinafter referred to as "Executive"). (The Company and Executive are
collectively referred to as the "Parties.")

      WHEREAS, Executive and the Company entered into an Officer's Employment
Agreement, dated as of October 7, 1996 (the "Prior Agreement"); and

      WHEREAS, the Parties wish to amend and restate the provisions of the Prior
Agreement on the terms set forth herein.

      NOW, THEREFORE, in consideration of the mutual covenants set forth in this
Agreement and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

1. Term of Employment

      Subject to the provisions of this Agreement, the Company hereby agrees to
employ Executive, and Executive hereby agrees to be employed by the Company, for
a term commencing October 1, 1999 and ending October 6, 2002.

2. Titles and Duties

      Subject at all times to the supervision and direction of the Board of
Directors of the Company (the "Board"), Executive shall be employed as Chief
Executive Officer of the Company and shall have such duties, authority, rights
and obligations as are usually inherent in such position and as the Board may
reasonably require. In general, Executive shall use his very best efforts to
promote the business of the Company.

      In the event that Executive is elected or appointed as a Director or the
Company or as a Director or an Officer of the Company's affiliated or subsidiary
companies, whether now existing or hereafter acquired, Executive consents to
serve in such capacity or capacities as the Board may determine, without
additional compensation.


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                                                  F Gibbard Employment Agreement

      Executive shall render his services at the Company's principal place of
business or at such other place or places as the Board shall designate.

3. Exclusive Employment

      Executive shall devote substantially all his business time, ability and
attention to the business of H Power. Executive shall not directly or indirectly
render any services of a business, commercial, or professional nature, to any
other person or organization, whether for compensation or otherwise, that is in
competition directly or indirectly with the business of H Power except as set
forth in paragraph (d) below.

      (a)   Executive shall refrain from any act which involves a conflict of
            interest between the exercise of his position in the Company and his
            personal interest.

      (b)   Executive shall refrain from exploiting any business opportunity of
            the Company for the achievement of an advantage for himself or for
            another.

      (c)   Executive shall disclose to the Company any information and deliver
            to it any document that pertains to its affairs and which came into
            his possession by virtue of his position with the Company.

      (d)   Executive is the founder and co-shareholder with Carolyn Gibbard,
            his wife, of Gibbard Research and Development Corporation, a
            Massachusetts corporation ("GRDC"), which is in the business of
            developing lithium ion batteries. The Company is aware that
            Executive intends to maintain his interest in GRDC and intends to
            devote some minimum time to the affairs of that enterprise. The
            Parties agree that, in the event the Company determines that it
            would be in its best interest to acquire GRDC, the Parties will
            negotiate in good faith to achieve that result.

4. Compensation & Benefits

      For the full and faithful performance of his services as set forth
hereunder, Executive shall be entitled to the following:

      (a)   Base Salary. During the term of this Agreement, Executive shall be
            paid an annual salary of Two Hundred and Three Thousand Three
            Hundred Twenty


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                                                  F Gibbard Employment Agreement

            Dollars ($203,320), payable in bi-weekly installments, subject to
            all applicable withholding, social security and other payroll taxes.

      (b)   Salary Adjustments. The rate of salary shall be reviewed by the
            Board not less often than annually and may be increased (but not
            decreased) from time to time in such amounts as the Board in its
            discretion may provide; it being understood, however, that the Board
            shall have no obligation to increase said salary.

      (c)   Benefit Programs. Executive shall be entitled to participate in all
            employee benefit programs of the Company available to senior
            executives of the Company, as such programs may be in effect from
            time to time, including, without limitation: pension or other
            retirement plans; profit sharing plans; group life insurance;
            accidental death and dismemberment insurance; hospitalization,
            surgical and major medical coverage; sick leave, vacation and
            holiday benefits; and other employee benefit programs sponsored by
            the Company. Such programs may be amended or terminated if done so
            for all or a material portion of the Company's executives.

      (d)   Reimbursement of Expenses. 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 Executive 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 Executive in
            performing his obligations under this Agreement. During the term of
            this Agreement, as may be extended, the Company shall furnish
            Executive with, or shall reimburse Executive for, a vehicle (of
            comparable stature to the mark and model of the automobile to which
            Executive has been accustomed), as well as insurance costs therefor.

      (e)   Bonuses. In addition to all other compensation, Executive shall be
            entitled to receive such bonuses as the Board shall determine, in
            its sole discretion, from time to time; it being understood that the
            Board shall have no obligation to award such bonuses.

5. Termination of Employment

      (a)   For Cause. The Company shall have the right to terminate this
            Agreement immediately after written notification to Executive
            specifying the basis for the termination, upon the occurrence of any
            one of the following events which


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                                                  F Gibbard Employment Agreement

            shall constitute "cause": (i) the willful failure by Executive to
            abide by the terms of this Agreement; or (ii) fraud,
            misappropriation, embezzlement, theft, dishonesty or similar actions
            by Executive; or (iii) the habitual or willful neglect by Executive
            or his employment duties; or (iv) the habitual or willful disregard
            of Board mandates; or (v) the willful performance of an unauthorized
            act outside the scope of his office; or (vi) an act of moral
            turpitude by Executive which tends to reflect unfavorably on the
            Company.

                  In the event that the Company terminates Executive's
            employment for cause, Executive shall be entitled only to the unpaid
            bi-weekly installments of his Base Salary up to and including the
            date of termination and to his approved Business Expense
            Reimbursement not paid prior to termination.

      (b)   In the Event of Death. This Agreement shall terminate in the event
            of Executive's death, in which case Executive's estate shall be
            entitled to the bi-weekly installments of Executive's Base Salary
            for a period of six months following the date of death and
            Executive's Business Expense Reimbursement not paid prior to his
            death.

      (c)   In the Event of Disability. The Company shall have the right to
            terminate this Agreement in the event of Executive's inability to
            substantially perform his duties hereunder for a period of three
            months out of any six month period during his employment, whether
            such inability results from illness, accident or otherwise.

                  In the event that the Company terminates Executive's
            employment during the term of this Agreement as a result of
            Executive's Disability, Executive shall be entitled to the bi-weekly
            installments of his Base Salary for a period of six months following
            the date of termination; Executive's Business Expense Reimbursement
            not paid prior to termination; and the continuation of Executive's
            health and welfare benefits through the end of the terms of this
            Agreement.

      (d)   Change in Control. (i) In the event that Executive's employment is
            terminated by the Company within one year following a Change in
            Control (as defined below) for any reason other than cause, death or
            disability, then the Company shall pay Executive one-half his annual
            Base Salary at his then current rate and one-half of the latest
            annual incentive compensation payment calculated by taking the
            highest of the latest two incentive payments earned and paid divided
            by two, such payment to be made in one lump sum payment at the time
            of termination. Such payments shall be in lieu of any and all other
            payments due and owing to Executive under the terms of this
            Agreement. The Company shall also provide to the Executive health
            insurance for a


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                                                  F Gibbard Employment Agreement

            period of one year following termination of Executive's employment.
            Executive shall not be required to seek other employment or to
            otherwise mitigate the effects of such termination, and such
            payments shall not be reduced by any income received from other
            sources (all compensation and other benefits described above and the
            terms thereof shall hereinafter be referred to collectively as the
            "Severance Package").

                  (ii) Executive may terminate his employment hereunder within
            one year following a Change of Control for Good Reason; provided
            that, (x) the Company has been given notice setting forth in
            reasonable detail the nature of the Good Reason and (y) a period of
            at least thirty (30) days in which the Company may remedy the
            circumstances giving rise to such Good Reason has expired, and the
            Company fails to so remedy such circumstances. For purposes of this
            Agreement, "Good Reason" shall mean:

                        (A) the assignment to Executive of any duties materially
                  inconsistent with Executive's position, duties and
                  responsibilities as set forth in Section 2 of this Agreement
                  or any action by the Company which results in a material
                  diminution in Executive's position, authority, duties or
                  responsibilities, excluding for this purpose any isolated or
                  inadvertent action by the Company which is remedied by the
                  Company promptly after receipt of notice thereof from the
                  Executive; or

                        (B) any failure by the Company to comply in all material
                  respects with the provisions of Section 4 of this Agreement
                  regarding Executive's compensation, benefits, vacation, and
                  expenses other than an isolated or inadvertent action by the
                  Company which is remedied by the Company promptly after
                  receipt of notice thereof from the Executive.

            In the event that Executive terminates his employment for Good
            Reason following a Change in Control, then the Company shall pay
            Executive the Severance Package.

                  For purposes of this provision, a "Change in Control" shall be
            deemed to have occurred: (i) if any "person" (as such term is used
            in Sections 13(d)(3) and 14(d)2) of the Securities Exchange Act of
            1934, as amended (the "Exchange Act")), other than Executive, who is
            not a shareholder of the Company as of the date hereof, shall have
            become the beneficial owner, directly or indirectly, of Common Stock
            representing thirty-three and one-third percent (33 1/3%) or more of
            the combined voting power of the Company's then outstanding
            securities, unless three-quarters of the Board of Directors, as
            constituted immediately prior to the date of the Change in Control,
            decide in their reasonable discretion that no Change in Control has
            occurred, the Executive not being allowed to vote on such matter if
            he is then a Director;


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                                                  F Gibbard Employment Agreement

            provided, however, that if any such person other than Executive
            (whether or not a stockholder of the Company as of the date hereof)
            shall become the beneficial owner, directly or indirectly, of Common
            Stock representing fifty percent (50%) or more of the Company's then
            outstanding securities, a Change in Control shall ipso facto have
            occurred; or (ii) if there is a Change in Control of a nature that,
            in the opinion of counsel for the Company, would be required to be
            reported in response to Item 6(e) of schedule 14A under the Exchange
            Act, unless three-quarters of the Board of Directors, as constituted
            immediately prior to the date of the Change in Control, decide in
            their reasonable discretion that no Change in Control has occurred,
            Executive not being allowed to vote on such matter if he is then a
            Director.

6. Unauthorized Disclosure

      During the period of his employment and for a period of three (3) years
thereafter, Executive shall not, without the prior written consent of the Board,
disclose to any person other than as required by law or court order, or other
than to an employee of the Company, or to a person to whom disclosure is
necessary or appropriate in connection with the performance by Executive of his
duties as an executive of the Company, any confidential information obtained by
him while in the employ of the Company with respect to any of the Company's
products, services, customers, suppliers, marketing techniques, patents,
proprietary technologies, trade secrets, methods, or future plans, the
disclosure of which will be damaging to the Company; provided, however, that
confidential information shall not include any information known generally to
the public (other than as a result of unauthorized disclosure by Executive).

7. Restrictive Covenant

      During the period of his employment and for a period of two (2) years
thereafter, Executive shall not enter into competition with the Company or any
affiliate of the Company without the prior consent of the Board. For purpose of
this paragraph 7, competition shall mean the association of Executive with a
company, corporation, firm or partnership, whether as an employee, consultant,
partner, principal, agent, representative or shareholder, directly or indirectly
(except as a holder, directly or indirectly, of less than Five (5%) Percent of
the outstanding securities of any corporation whose stock is listed for trading
on any securities exchange or are traded in the over-the-counter market) which
competes, directly or indirectly, with the Company in any business in which the
Company is presently engaged or will be engaged upon termination of Executive's
employment, unless such association shall be for purposes and shall impose
duties upon Executive that do not directly relate to the Company's business
activities. If a court of competent jurisdiction should determine that the
period, scope, or geographical area of the restrictions set forth in this
paragraph 7 are unreasonable under the circumstances then existing, the Parties
agree that the period, scope, or geographical area that is reasonable under such
circumstances shall be substituted for the stated period, scope, or geographical
area.


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                                                  F Gibbard Employment Agreement

      During the term of his employment and for a period of two (2) years
thereafter, Executive shall neither solicit, induce and/or suggest to any of the
employees, consultants to, or other persons having a substantial contractual
relation with, the Company to leave such employ, cease counseling or terminate
such contractual relationship with the Company nor to join Executive as a
partner, co-venturer, employee, investor, or otherwise, in any substantial
business activity whatsoever.

      Executive shall at no time take any action or make any statement that
could discredit the reputation of the Company or its personnel, products or
services.

8. Inventions or Discoveries

      Executive shall fully and promptly disclose to the Company any and all
improvements, discoveries, and inventions made or conceived by him, whether or
not patentable, whether or not during the working hours of his employment or
with the use of the Company's facilities, materials or personnel, and whether
solely or jointly with others, during his employment by the Company, which
result from or relate to the business of the Company in any way.

      Any and all such improvements, discoveries, and inventions are and shall
remain the sole and exclusive property of the Company without royalty or payment
of any further consideration to Executive, on his own behalf and on the behalf
of his heirs, assigns, executors, administrators, and any other legal
representative, except those inventions relating to lithium ion batteries
developed by Executive for GRDC. Inventions relating to lithium ion batteries
developed by Executive for GRDC shall be and remain the property of GRDC.
Executive hereby assigns and transfers all of his right, title and interest in
and to all such improvements, discoveries, and inventions (except as heretofore
noted) to the Company, including, but not limited to, any applications for
United States and/or foreign letter patents and any United States and/or foreign
patents that shall be granted. Executive shall apply, at the Company's request
and expense, for United States and foreign letters patent, whether in his name
or otherwise as the Company shall desire, and shall execute and deliver to the
Company without charge to the Company, but at its expense, such written
instruments and shall do such other acts as may be necessary or appropriate in
the opinion of the Company to obtain and maintain United States and/or foreign
letters patent or proprietary rights and shall vest the entire right entitled
thereto in the Company.

9. Equitable Relief

      Executive hereby represents that the services to be performed by him are
of a special, unique, unusual, extraordinary and intellectual character which
gives them a peculiar value, the loss of which cannot be reasonably or
adequately compensated in damages in an action at law and that any violation of
this Agreement will cause the Company immediate and irreparable harm. Executive
therefore expressly agrees that, in addition to any other rights or remedies
which the Company may possess,


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                                                  F Gibbard Employment Agreement

the Company shall be entitled to injunctive and other equitable relief to
prevent a breach of this contract by the Company.

10. Indemnification

      Executive shall indemnify and save harmless the Company from all liability
from loss, damage or injury to persons or property resulting from the gross
negligence or willful misconduct of Executive.

11. Disputes

      Any controversy or claim arising out of or relating to this Agreement, or
any breach thereof, shall be settled by arbitration in accordance with the rules
of the American Arbitration Association then in effect in the State of New
Jersey, and judgment upon such award rendered by the arbitrator(s) may be
entered in any court having jurisdiction thereof. The arbitration shall be held
in Newark, New Jersey or any other location mutually agreed upon by the Parties.
Each party shall bear its or his own cost of the arbitration. Executive's salary
and benefits shall continue during the period his claim is being arbitrated;
provided, however, that the Company shall not be obligated to make such payment
or provide such benefits after the end of the term of this Agreement and that
the Company may recover the cost of such payments should the arbitrator(s)
decide that Executive was not entitled to such payments.

12. Assignability

      No rights or obligations under this Agreement may be assigned or
transferred by Executive except:

      (a)   Executive's rights to compensation and benefits hereunder shall, in
            the event of death, pass to his estate, or to his designated
            beneficiary and may be transferred by will or operation of law, and

      (b)   Executive's rights under the Company's plans, programs and policies
            may be assigned or transferred in accordance with the terms of such
            plans, programs and policies.

      The rights and obligations of the Company under this Agreement shall inure
to the benefit of and shall be binding upon the successors and assigns of the
Company. The Company shall have the right to assign this Agreement to a
successor in the event of a merger, consolidation, sale of a substantial portion
of its assets or a similar transaction.


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                                                  F Gibbard Employment Agreement

13. Governing Law

      This Agreement shall be governed by the laws of the State of New Jersey
without reference to the principles of conflict of laws.

14. Entire Agreement

      Except as otherwise specifically provided herein, this Agreement contains
all the legally binding understandings and representations between the Company
and Executive pertaining to the subject matter hereof and supersedes all
undertakings and agreements, if any, whether oral or in writing, previously
entered into by the Company and Executive with respect to such subject matter.

15. Amendment or Modification; Waiver

      No provision of this Agreement may be amended or waived unless such
amendment or waiver is approved by the Board and is signed by Executive and by a
duly authorized officer of the Company. Except as otherwise specifically
provided in this Agreement, no waiver by the Company or Executive of any breach
by the other of any condition or provision of this Agreement to be performed by
such other party shall be deemed a waiver of a similar or dissimilar provision
or condition at the same or any prior or subsequent time.

16. Notices

      Any notice required or permitted to be given under this Agreement shall be
in writing and shall be deemed to have been given when delivered personally or
sent by certified or registered mail, postage prepaid, return receipt requested,
duly addressed to the party concerned at the address indicated below or to such
changed address as such party may subsequently give notice of:

                        If to H Power:    H Power Corp.
                                          60 Montgomery Street
                                          Belleville, New Jersey  07109
                                          Attn.: Secretary

                        If to Executive:  H Frank Gibbard
                                          14 Plumer Road
                                          Epping, New Hampshire 03042

17. Severability


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                                                  F Gibbard Employment Agreement

      In the event that any provision or portion of this Agreement shall be
determined to be invalid or unenforceable for any reason, the remaining
provisions or portions of this Agreement shall be unaffected thereby and shall
remain in full force and effect to the fullest extent permitted by law.

18. Survivorship

      To the extent contemplated by this Agreement, the respective rights and
obligations of the Parties hereunder shall survive any termination of this
Agreement to the extent necessary to the intended preservation of such rights
and obligations.

19. Representations

      (a)   By the Executive. Executive represents and warrants that the
            performance of his duties under this Agreement will not violate any
            agreement between him and any other person, firm or organization.

      (b)   By the Company. The Company represents and warrants that it is fully
            authorized and empowered to enter into this Agreement.

20. References

      In the event of Executive's death or a judicial determination of his
incompetence, reference in this Agreement to Executive will be deemed, where
appropriate, to refer to his legal representative or, where appropriate, to his
beneficiary or beneficiaries.

      Headings to the sections in this agreement are intended solely for
convenience and no provision of this Agreement shall be construed by reference
to any heading.

21. Mutual Intent

      The language used in this Agreement is the language chosen by the Parties
to express their mutual intent. The Parties agree that in the event that any
language, section, clause, phrase or word used in this Agreement is determined
to be ambiguous, no presumption shall arise against or in favor of either party
and that no rule of strict construction shall be applied against either party.


                             Page 10 of eleven pages
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                                                  F Gibbard Employment Agreement

      IN WITNESS WHEREOF, Executive and the Company have caused this Agreement
to be executed as of the day and year first above written.

EXECUTIVE                                       H POWER CORP.


/s/ H. Frank Gibbard                            By: /s/ William L. Zang
--------------------------                          -------------------
H. Frank Gibbard                                    William L. Zang
                                                    Chief Financial Officer


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