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                                                                   Exhibit 10.2

                                  H POWER CORP.
                             2000 Stock Option Plan

1. PURPOSE OF THE PLAN

            The purpose of the H POWER CORP. 2000 STOCK OPTION PLAN (the "Plan")
is (i) to further the growth and success of H POWER CORP., a Delaware
corporation (the "Company"), and its Subsidiaries (as hereinafter defined) by
enabling directors and employees of, and consultants to, the Company and any of
its Subsidiaries to acquire shares of the Company's common stock, $.001 par
value (the "Common Stock"), thereby increasing their personal interest in such
growth and success, and (ii) to provide a means of rewarding outstanding
performance by such persons to the Company and/or its Subsidiaries. Options
granted under the Plan may be either "incentive stock options" ("ISOs"),
intended to qualify as such under the provisions of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"), or non-qualified stock options
("NSOs"). For purposes of the Plan, the terms "Parent" and "Subsidiary" shall
mean "parent corporation" and "subsidiary corporation," respectively, as such
terms are defined in Sections 424(e) and (f) of the Code. Unless the context
otherwise requires, any ISO or NSO shall hereinafter be referred to as an
"Option."

2. ADMINISTRATION OF THE PLAN

            (a) Committee

            The Plan shall be administered by the Board of Directors of the
Company (the "Board") or a committee of at least two persons appointed from time
to time by the Board (the "Committee"). The members of the Committee may be
removed by the Board at any time either with or without cause. Any vacancy on
the Committee, whether due to action of the Board or any other cause, shall be
filled by the Board. The term "Committee" shall, for all purposes of the Plan
other than this Section 2, be deemed to refer to the Board if the Board is
administering the Plan.

            (b) Procedures

            If the Plan is administered by a Committee, the Board shall from
time to time select a Chairman from among the members of the Committee. The
Committee shall adopt such rules and regulations as it shall deem appropriate
concerning the holding of meetings and the administration of the Plan. A
majority of the entire Committee shall constitute a quorum and the actions of a
majority of the members of the Committee present at a meeting at which a quorum
is present, or actions approved in writing by all of the members of the
Committee, shall be the actions of the Committee.
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            (c) Interpretation

            Except as otherwise expressly provided in the Plan, the Committee
shall have all powers with respect to the administration of the Plan, including,
without limitation, full power and authority to interpret the provisions of the
Plan and any Option Agreement (as defined in Section 5(b)), and to resolve all
questions arising under the Plan. All decisions of the Board or the Committee,
as the case may be, shall be conclusive and binding on all participants in the
Plan.

3. SHARES OF STOCK SUBJECT TO THE PLAN

            (a) Number of Shares

            Subject to the provisions of Section 9 (relating to adjustments upon
changes in capital structure and other corporate transactions), the number of
shares of Common Stock subject at any one time to Options granted under the
Plan, plus the number of shares of Common Stock theretofore issued and delivered
pursuant to the exercise of Options granted under the Plan, shall not exceed
750,000 shares of Common Stock. If and to the extent that Options granted under
the Plan terminate, expire or are canceled without having been fully exercised,
new Options may be granted under the Plan with respect to the shares of Common
Stock covered by the unexercised portion of such terminated, expired or canceled
Options.

            (b) Character of Shares

            The shares of Common Stock issuable upon exercise of an Option
granted under the Plan shall be (i) authorized but unissued shares of Common
Stock, (ii) shares of Common Stock held in the Company's treasury or (iii) a
combination of the foregoing.

            (c) Reservation of Shares

            The number of shares of Common Stock reserved for issuance under the
Plan shall at no time be less than the maximum number of shares which may be
purchased at any time pursuant to outstanding Options.

4. ELIGIBILITY

            (a) General

            Options may be granted under the Plan only to (i) persons who are
employees of, or consultants to, the Company or any of its Subsidiaries and (ii)
persons who are directors of the Company or any of its Subsidiaries.


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            Options granted to employees of the Company or any of its
Subsidiaries shall be, in the discretion of the Committee, either ISOs or NSOs,
and Options granted to consultants to or directors of the Company or any of its
Subsidiaries who are not employees of the Company or any of its Subsidiaries
shall be NSOs. Notwithstanding the foregoing, Options may be conditionally
granted to persons who are prospective employees or directors of, or consultants
to, the Company or any of its Subsidiaries; provided, that any such conditional
grant of an ISO to a prospective employee shall, by its terms, become effective
no earlier than the date on which such person actually becomes an employee.

            (b) Exceptions

            Anything contained in Section 4(a) to the contrary notwithstanding:

                        (i) no ISO may be granted under the Plan to an employee
      who owns, directly or indirectly (within the meaning of Sections 424(b)(6)
      and 424(d) of the Code), stock possessing more than 10% of the total
      combined voting power of all classes of stock of the Company or of its
      Parent, if any, or any of its Subsidiaries, unless (A) the Option Price
      (as defined in Section 6(a)) of the shares of Common Stock subject to such
      ISO is fixed at not less than 110% of the Fair Market Value on the date of
      grant (as determined in accordance with Section 6(b)) of such shares and
      (B) such ISO by its terms is not exercisable after the expiration of five
      years from the date it is granted; and

                        (ii) no Options may be granted to any person in any one
      taxable year of the Company in excess of 33% of the total Options issued
      and issuable under the Plan.

5. GRANT OF OPTIONS

            (a) General

            Options may be granted under the Plan at any time and from time to
time on or prior to the tenth anniversary of the Effective Date (as defined in
Section 11). Subject to the provisions of the Plan, the Committee shall have
plenary authority, in its discretion, to determine:

                        (i) the persons (from among the class of persons
      eligible to receive Options under the Plan) to whom Options shall be
      granted (the "Optionees");

                        (ii) the time or times at which Options shall be
      granted;

                        (iii) the number of shares subject to each Option;


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                        (iv) the Option Price of the shares subject to each
      Option, which price, in the case of ISOs, shall be not less than the
      minimum specified in Section 4(b)(i) or 6(a) (as applicable); and

                        (v) the time(s) when and/or conditions to each Option
      becoming exercisable and the duration of the exercise period.

            (b) Option Agreements

            Each Option granted under the Plan shall be designated as an ISO or
an NSO and shall be subject to the terms and conditions applicable to ISOs
and/or NSOs (as the case may be) set forth in the Plan. In addition, each Option
shall be evidenced by a written agreement (an "Option Agreement"), containing
such terms and conditions and in such form, not inconsistent with the Plan, as
the Committee shall, in its discretion, provide. Each Option Agreement shall be
executed by the Company and the Optionee.

            (c) No Evidence of Employment or Service

            Nothing contained in the Plan or in any Option Agreement shall
confer upon any Optionee any right with respect to the continuation of his or
her employment by or service with the Company or any of its Subsidiaries or
interfere in any way with the right of the Company or any Subsidiary at any time
to terminate such employment or service or to increase or decrease the
compensation of the Optionee from the rate in existence at the time of the grant
of an Option.

            (d) Date of Grant

            The date of grant of an Option under the Plan shall be the date as
of which the Committee approves the grant; provided, that in the case of an ISO,
the date of grant shall in no event be earlier than the date as of which the
Optionee becomes an employee of the Company or one of its Subsidiaries.

6. OPTION PRICE

            (a) General

            Subject to Section 9, the price (the "Option Price") at which each
share of Common Stock subject to an Option granted under the Plan may be
purchased shall be determined by the Committee at the time the Option is granted
(but, to the extent required by applicable law, shall not be less than the par
value of the Common Stock); provided, that in the case of an ISO, such Option
Price shall in no event be less than 100% of the Fair Market Value on the date
of grant (as determined in accordance with Section 6(b)) of such share of Common
Stock.


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            (b) Determination of Fair Market Value

            Subject to the requirements of Section 422 of the Code, for purposes
of the Plan, the "Fair Market Value" of shares of Common Stock shall be equal
to:

                        (i) if such shares are publicly traded, (x) the closing
      price, if applicable, or the average of the last bid and asked prices on
      the date of grant, in the over-the-counter market as reported by NASDAQ
      or (y) if the Common Stock is then traded on a national securities
      exchange, the average of the high and low prices on the date of grant or
      on the principal national securities exchange on which it is so traded; or

                        (ii) if there is no public trading market for such
      shares, the fair value of such shares on the date of grant as determined
      in good faith by the Committee.

            Notwithstanding anything contained in the Plan to the contrary, all
determinations pursuant to Section 6(b)(ii) shall be made without regard to any
restriction other than a restriction which, by its terms, will never lapse.

            (c) Repricing of Options

            Subsequent to the date of grant of any Option, the Committee may, at
its discretion and with the consent the Optionee, establish a new Option Price
for such Option so as to increase or decrease the Option Price of such NSO,
subject, in the case of an ISO, to Section 4(6)(i) and 6(a) (with such repricing
being deemed a new grant for purposes thereof).

7. EXERCISABILITY OF OPTIONS

            (a) Committee Determination

            Each Option granted under the Plan shall be exercisable at such time
or times, or upon the occurrence of such event or events, and for such number of
shares subject to the Option, as shall be determined by the Committee and set
forth in the Option Agreement evidencing such Option; provided, that if the
Company files a registration statement under the Securities Act of 1933, as
amended (the "Securities Act"), for the initial public offering of its
securities, no Option granted under the Plan shall be exercisable during the
180-day period immediately following the effective date of such registration
statement. Subject to the proviso of the immediately preceding sentence, if an
Option is not at the time of grant immediately exercisable, the Committee may
(i) in the Option Agreement evidencing such Option, provide for the acceleration
of the exercise date or dates of the subject Option upon the occurrence of
specified events and/or ( ii) at any time prior to the complete termination of
an Option, accelerate the exercise date or dates of such Option.


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            (b) Termination of Employment or Service

            Unless otherwise determined by the Committee at grant or, if no
rights of an Optionee are thereby reduced, thereafter, and subject to earlier
termination in accordance with the provisions hereof, the following rules apply
with regard to Options held by an Optionee at the time of his termination of
employment or other service with the Company and its Subsidiaries:

                        (i) If an Optionee's employment or service terminates by
      reason of death or "permanent and total disability" (as defined in Section
      22(e)(3) of the Code), then: (x) any Option held by the Optionee that is
      not then exercisable shall thereupon terminate, and (y) any Option that is
      then exercisable shall remain exercisable by the Optionee (or the deceased
      Optionee's beneficiary) for the 12 month period following such termination
      or, if sooner, until the expiration of the stated term of the Option, and,
      to the extent it is not exercised within such period, shall thereupon
      terminate.

                        (ii) If an Optionee's employment or service is
      terminated by the Company or its Subsidiaries for Cause (as defined below)
      or if, at the time of his termination, grounds for a termination for Cause
      exist, then any Option held by the Optionee (whether or not vested or
      exercisable) shall immediately terminate and cease to be exercisable. For
      purposes of the Plan, a termination for Cause shall mean: (x) in a case
      where there is no employment or consulting agreement between the Optionee
      and the Company or its Subsidiaries or where such an agreement exists but
      does not define "cause" (or words of like import), a termination
      classified by the Company or a Subsidiary as a termination due to an
      Optionee's dishonesty, fraud, insubordination, willful misconduct, refusal
      to perform services or materially unsatisfactory performance of duties, or
      (y) in a case where there is an employment or consulting agreement between
      the Optionee and the Company or a Subsidiary, a termination that is or
      would be deemed for "cause" (or words of like import) under such
      agreement.

                        (iii) If an Optionee's employment or service terminates
      for any reason (other than death, "permanent and total disability" or
      Cause or at a time when Cause exists) or no reason, then: (x) any Option
      held by the Optionee that is not then exercisable shall thereupon
      terminate and (y) any Option held by the Optionee which is exercisable at
      the time of such termination shall remain exercisable during the three
      month period or, if the Optionee shall die during such three-month period,
      the 12 month period following such termination or, if sooner, until the
      expiration of the stated term of the Option and, to the extent not
      exercised within such period, shall thereupon terminate.

8. PROCEDURE FOR EXERCISE

            (a) Payment


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            At the time an Option is granted under the Plan or thereafter, the
Committee shall permit the Optionee to specify one or more of the following
forms of payment which may be used by an Optionee upon exercise of his Option:

                        (i) cash or personal or certified check payable to the
      Company in an amount equal to the aggregate Option Price of the shares
      with respect to which the Option is being exercised;

                        (ii) shares of Common Stock having a Fair Market Value
      on the date of exercise (as determined in accordance with Section 6(b) as
      if the date of exercise were the date of grant) equal to the aggregate
      Option Price of the shares with respect to which the Option is being
      exercised, provided that, to the extent necessary to avoid adverse
      accounting treatment for the Company, such shares have been owned (free
      and clear of any liens or encumbrances) for at least six (6) months;

                        (iii) pursuant to such other methods approved by the
      Committee from time to time including, without limitation, in accordance
      with a "cashless exercise" procedure established by the Committee;

                        (iv)  a combination of the methods set forth above.

            (b) Notice

            An Optionee (or other person, as provided in Section 10(b)) may
exercise an Option granted under the Plan in whole or in part (but for the
purchase of whole shares only), as provided in the Option Agreement evidencing
his Option, by delivering a written notice (the "Notice") to the Secretary of
the Company. The Notice shall state:

                        (i) that the Optionee elects to exercise the Option;

                        (ii) the number of shares with respect to which the
      Option is being exercised (the "Optioned Shares");

                        (iii) the method of payment for the Optioned Shares
      (which method must be available to the Optionee at such time);

                        (iv) the date upon which the Optionee desires to
      consummate the purchase (which date must be prior to the termination of
      such Option); and

                        (v) such further provisions consistent with the Plan as
      the Committee may from time to time require.


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            The exercise date of an Option shall be the date on which the
Company receives the Notice from the Optionee.

            (c) Issuance of Certificates

            The Company shall issue a stock certificate in the name of the
Optionee (or such other person exercising the Option in accordance with the
provisions of Section 10(b)) for the Optioned Shares as soon as practicable
after receipt of the Notice and payment of the aggregate Option Price for such
shares. Neither the Optionee nor any person exercising an Option in accordance
with the provisions of Section 10(b) shall have any rights or privileges as a
stockholder of the Company with respect to any shares of stock subject to an
Option granted under the Plan until the date of payment for such shares pursuant
to the Option.

9. ADJUSTMENTS

            (a) Changes in Capital Structure

            Subject to Section 9(b), if the Common Stock is changed by reason of
a stock split, reverse stock split, stock dividend or recapitalization, or
converted into or exchanged for other securities as a result of a merger,
consolidation or reorganization, the Committee shall make such, adjustments in
the number and class of shares of stock with respect to which Options may be
granted under the Plan as shall be equitable and appropriate in order to make
such Options, as nearly as may be practicable, equivalent to such Options
immediately prior to such change. A corresponding adjustment changing the number
and class of shares allocated to, and the Option Price of, each Option or
portion thereof outstanding at the time of such change shall likewise be made.
Anything contained in the Plan to the contrary notwithstanding, in the case of
ISOs, no adjustment under this Section 9 (a) shall be appropriate if such
adjustment (i) would constitute a modification, extension or renewal of such
ISOs within the meaning of Sections 422 and 424 of the Code, and the regulations
promulgated by the Treasury Department thereunder, or (ii) would, under Section
422 of the Code and the regulations promulgated by the Treasury Department
thereunder, be considered as the adoption of a new plan requiring stockholder
approval.

            (b) Corporate Transactions

            The following rules shall apply in connection with the dissolution
or liquidation of the Company, a reorganization, merger or consolidation in
which the Company is not the surviving corporation, or a sale of all or
substantially all of the assets of the Company to another person or entity
(each, a "Corporate Transaction"):

                        (i) each holder of an Option outstanding at such time
      shall be given (A) written notice of such Corporate Transaction at least
      20 days prior to its proposed effective


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      date (as specified in such notice) and (B) an opportunity, during the
      period commencing with delivery of such notice and ending 10 days prior to
      such proposed effective date, to exercise the Option with respect to all
      shares of Common Stock covered thereby; provided, that upon the occurrence
      of a Corporate Transaction, all Options granted under the Plan and not so
      exercised shall automatically terminate; and

                        (ii) anything contained in the Plan to the contrary
      notwithstanding, Section 9(b)(i) shall not be applicable if provision
      shall be made in connection with such Corporate Transaction for the
      assumption of outstanding Options by, or the substitution for such Options
      of new options covering the stock of, the surviving, successor or
      purchasing corporation, or a parent or subsidiary thereof, with
      appropriate adjustments as to the number, kind and option prices of shares
      subject to such options; provided, that in the case of ISOs, the Board
      shall, to the extent not inconsistent with the best interests of the
      Company or its Subsidiaries (such best interests to be determined in good
      faith by the Board in its sole discretion), use its best efforts to ensure
      that any such assumption or substitution will not constitute a
      modification, extension or renewal of the ISOs within the meaning of
      Section 424(h) of the Code and the regulations promulgated by the Treasury
      Department thereunder.

            (c) Special Rules

            The following rules shall apply in connection with Section 9(a) and
(b) above:

                        (i) no fractional shares shall be issued as a result of
      any such adjustment, and any fractional shares resulting from the
      computations pursuant to Section 9(a) or (b) shall be eliminated and the
      Optionee shall receive cash consideration for such fractional share at the
      rate of the Fair Market Value of such share, determined in accordance with
      clause (iv) below;

                        (ii) no adjustment shall be made for cash dividends or
      the issuance to stockholders of rights to subscribe for additional shares
      of Common Stock or other securities;

                        (iii) any adjustments referred to in Section 9(a) or (b)
      shall be made by the Board or Committee (as the case may be) in good faith
      and shall be conclusive and binding on all persons holding Options granted
      under the Plan; and

                        (iv) Fair Market Value of a share of Common Stock shall
      be deemed to be the price to be paid in such Corporate Transaction for
      each share of Common Stock.


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10. RESTRICTIONS ON OPTIONS AND OPTIONED SHARES

            (a) Compliance With Securities Laws

            No Options shall be granted under the Plan, and no shares of Common
Stock shall be issued and delivered upon the exercise of Options granted under
the Plan, unless and until the Company and/or the Optionee shall have complied
with all applicable Federal or state registration, listing and/or qualification
requirements and all other requirements of law or of any regulatory agencies
having jurisdiction.

            The Committee in its discretion may, as a condition to the exercise
of any Option granted under the Plan, require an Optionee (i) to represent in
writing that the shares of Common Stock received upon exercise of an Option are
being acquired for investment and not with a view to distribution and (ii) to
make such other representations and warranties as are deemed appropriate by the
Company. Stock certificates representing shares of Common Stock acquired upon
the exercise of Options that have not been registered under the Securities Act
shall, if required by the Committee, bear the following legend and such
additional legends as may be required by the Option Agreement evidencing a
particular Option:

            "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") . THE
SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE PLEDGED, HYPOTHECATED,
SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR
THE SHARES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL TO THE COMPANY THAT
REGISTRATION IS NOT REQUIRED UNDER SUCH ACT."

            (b) Nonassignability of Option Rights

            No Option granted under the Plan shall be assignable or otherwise
transferable by the Optionee, except by will or by the laws of descent and
distribution, and any attempt to assign or otherwise transfer any such Option
shall be null and void. An Option may be exercised during the lifetime of the
Optionee only by the Optionee. If an Optionee dies, his or her Option shall
thereafter be exercisable, during the period specified in the applicable Option
Agreement, by his or her executors or administrators to the full extent to which
such Option was exercisable by the Optionee at the time of his or her death.
Notwithstanding the foregoing, the Committee may permit an Optionee to transfer
a NSO to such persons and on such terms and conditions as it deems appropriate
from time to time.

11. EFFECTIVE DATE OF PLAN

            The Plan became effective on May 21, 1996. The date on which the
Plan became effective is called the "Effective Date" herein.


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12. EXPIRATION AND TERMINATION OF THE PLAN

            Except with respect to Options then outstanding, the Plan shall
expire on the first to occur of (i) the tenth anniversary of the Effective Date
and (ii) the date as of which the Board, in its sole discretion, determines that
the Plan shall terminate (the "Expiration Date"). Any Options outstanding as of
the Expiration Date shall remain in effect until they have been exercised or
terminated or have expired by their respective terms.

13. AMENDMENT OF PLAN

            The Board may at any time prior to the Expiration Date modify and
amend the Plan in any respect; provided, that the approval of the stockholders
of the Company in accordance with the provisions of its Certificate of
Incorporation and By-laws, shall be obtained prior to any such amendment
becoming effective if such approval is necessary or desirable to comply with
applicable law or self-regulatory organization requirements. No such amendment
to the Plan shall adversely affect the terms or provisions of any Option granted
by the Company prior to the effectiveness of such amendment without the written
consent of the Company and the Optionee who holds such Option.

14. CAPTIONS

            The use of captions in the Plan is for convenience. The captions are
not intended to provide substantive rights.

15. DISQUALIFYING DISPOSITIONS

            If Optioned Shares acquired by exercise of an ISO granted under the
Plan are disposed of within two years following the date of grant of the ISO or
one year following the issuance of the Optioned Shares to the Optionee (a
"Disqualifying Disposition"), the holder of the Optioned Shares shall,
immediately prior to such Disqualifying Disposition, notify the Company in
writing of the date and terms of such Disqualifying Disposition and provide such
other information regarding the Disqualifying Disposition as the Company may
reasonably require.

16. WITHHOLDING TAXES

            As a condition to the exercise of any award or the delivery of any
shares of Common Stock, or in connection with any other event that gives rise to
a federal or other governmental tax withholding obligation on the part of the
Company relating to an Option, (a) the Company may deduct or withhold (or cause
to be deducted or withheld) from any payment or distribution to an Optionee
whether or not pursuant to the Plan or (b) the Company shall be entitled to
require that the Optionee remit cash to the Company (through payroll deduction
or otherwise), in each case in an amount sufficient in the opinion of the
Company to satisfy such withholding obligation. If the event giving rise to the
withholding obligation


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involves a transfer of shares of Common Stock, then, unless the applicable
Option Agreement provides otherwise, at the discretion of the Committee, the
Optionee may satisfy the withholding obligation described under this Section 16
by electing to have the Company withhold shares of Common Stock (which
withholding will be at a rate not in excess of the statutory minimum rate) or by
tendering previously owned shares of Common Stock, in each case having a Fair
Market Value equal to the amount of tax to be withheld (or by any other
mechanism as may be required or appropriate to conform with local tax and other
rules).

17. OTHER PROVISIONS

            Each Option granted under the Plan may contain such other terms and
conditions not inconsistent with the Plan as may be determined by the Committee,
in its sole discretion. Notwithstanding the foregoing, each ISO granted under
the Plan shall include those terms and conditions which are necessary to qualify
the ISO as an "incentive stock option" within the meaning of Section 422 of the
Code and the regulations thereunder and shall not include any terms or
conditions which are inconsistent therewith.

18. NUMBER AND GENDER

            With respect to words used in the Plan, the singular form shall
include the plural form, the masculine gender shall include the feminine gender,
and vice-versa, as the context requires.

19. GOVERNING LAW

            The validity and construction of the Plan and the instruments
evidencing the Options granted hereunder shall be governed by the laws of the
State of Delaware, without regard to its principles of conflicts of law.