EXHIBIT 10.9

                              CONSORTIUM AGREEMENT


         This Consortium  Agreement (the "Agreement ") is made as of May 1, 2005
(the "Effective Date") by and between Atlantic Hydrogen Inc. ("AHI"),  a private
corporation, and Hydrogen Engine Center ("HEC") a private corporation.

IN  CONSIDERATION  of the mutual  covenants  contained herein and other good and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged  by the parties  hereto,  the parties hereto  covenant and agree as
follows:

1.       Interpretation
         --------------

Capitalized  terms used herein and not defined  herein  shall have the  meanings
ascribed thereto in the Contribution Agreement (as hereinafter defined).

2.       Project
         -------

This  Agreement   relates  to  a  project   entitled   CARBONSAVERTM:   GHG-Free
Methane-to-Hydrogen System Integration (hereinafter referred to as the "Project"
or the "Eligible  Project") and assigned  contract number  SDTC-2004-A-649.  The
Project is described in the proposal (the  "Proposal")  dated July 21, 2004, and
any updates to the Proposal as set out in the Contribution Agreement,  submitted
to  Sustainable  Development  Technology  Canada  ("SDTC") by AHI (the "Eligible
Recipient") to develop and demonstrate the technology  described therein for the
purpose of  commercializing  it, for which the Eligible Recipient has applied to
SDTC for financial assistance.

3.       The Consortium Agreement
         ------------------------

The parties hereto are members of the Consortium described in the Proposal.

4.       Contribution Agreement
         ----------------------

4.1 AHI is hereby  authorized by the other  members of the  Consortium to submit
the  Proposal to SDTC and to apply for  funding  from SDTC as  described  in the
Proposal.

4.2 AHI, as the Eligible Recipient,  is hereby authorized by each member of the
Consortium to enter into an agreement (the  "Contribution  Agreement") with SDTC
relating  to the Project and the funding for the Project to be provided by SDTC,
on such terms and conditions, and containing such covenants, representations and
warranties as the Eligible  Recipient,  in its sole  discretion,  may agree upon
with SDTC.

4.3 Each member of the Consortium  hereby  authorizes the Eligible  Recipient to
receive funds from SDTC pursuant to the  Contribution  Agreement and to perform,
on its own behalf,  and on behalf of the  Consortium,  all of the obligations of
the Eligible Recipient contained therein.

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<PAGE>

5.       Project Management
         ------------------

AHI will act as the lead proponent on the project and will  coordinate,  via the
project work plan and budget, all activities with, SDTC,  sub-contracted parties
and consortium participants.

HEC will ship agreed genset  assemblies to the AHI contracted  facilities at UNB
in Fredericton N.B. where the bulk of assembly, integration, testing, tuning and
benchmarking of CS systems coupled with HEC modified internal combustion engines
and PrecisionH2 Power assemblies will be carried out under this agreement.

In addition,  under the terms of this agreement,  it is understood that HEC will
send  its  technical  support  personnel  to the AHI  facility  during  critical
integration  periods,  as defined in the project  work plan,  as well as provide
required  training to on site  personnel.  In addition,  HEC shall supply remote
technical  support  services  via  telephone  and Internet to ensure that proper
operation of supplied equipment is maintained at all times.

Once in lab integration,  testing and configuration  work is completed the final
assemblies  will be put into  commercial  demonstration  at a client site in New
Brunswick (to be determined).  It is understood  that HEC will provide  required
field support for these demonstration sites under this agreement.

In the event that any of the  equipment  supplied  by HEC should fail during the
course of the project, during the course of its operation as provided for in the
project work plan, EEC agrees to repair or replace  required  sub-assemblies  at
its  expense  within a timeframe  that will  ensure  that the project  work plan
timing is not obstructed.

The table below  summarizes  the equipment and services to be supplied by HEC to
the project along with a breakdown of billable vs. in-kind activities.
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
<S>                           <C>         <C>                 <C>                       <C>
Modified Internal             HEC         Designated          Financial Schedule        Schedule of
Combustion Engines            Supply      Installation        of charges to AHI         eligible in-kind
to be provided as             Date to     location                                      contributions by
follows:                      AHI                                                       HEC
-----------------------------------------------------------------------------------------------------------------
Supply of a 5kW               Q3          UNB - AHI                    $ 58,022                 $ 58,021
genset and related            2005        lab demo
engineering, travel,
materials & software
-----------------------------------------------------------------------------------------------------------------
Supply of a 10W               Q3          AHI/UNB test                 $ 49,016                 $ 49,018
genset and related            2006        facility
engineering, travel,
materials & software
-----------------------------------------------------------------------------------------------------------------
Supply of a 50kW              Ql          Integration                  $ 54,000                 $ 54,000
genset and related            2007        testing demo site
engineering, travel,                      TBD
materials & software
-----------------------------------------------------------------------------------------------------------------
</TABLE>

                                      -2-
<PAGE>
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
<S>                           <C>         <C>                          <C>                      <C>
Supply of 3 50kW              Q3          OPTIONAL                     $ 25,000                 $ 25,000
gensets (to be                2007        Installation at
configured in 2+1                         selected site
assembly for
commercial
demonstration of
125kW capacity
system)
-----------------------------------------------------------------------------------------------------------------
                                                                      $ 186,039                 $186,039
                                 Total $ 372,078
-----------------------------------------------------------------------------------------------------------------
</TABLE>

It is  understood  that HEC will  supply  the above  goods and  services  to the
project with the intention of taking part in initial integration,  demonstration
and  benchmarking of the novel technology  configuration  that is the subject of
this  collaboration.  In  recognition  of the fact  that  there is an  important
element of research in the designated  project plan,  for which this  consortium
has been  brought  together,  the  parties to this  agreement  acknowledge  that
results may vary over the course of the project,  calling for adjustments to the
targets  within  the  project  plan,  budget,  and  timing.  In the  event  that
significant  changes are called for, the eligible recipient will submit required
updates to consortium members, including HEC, for review and agreement.

6.       Market Representation Agreement
         -------------------------------

This consortium agreement is not intended as a market representation  agreement.
However, it is understood that if the demonstrations contemplated in the project
plan  result  in a  product  configuration  that is  deemed  to be  commercially
attractive,  AHI and HEC will undertake to put in place a  non-exclusive  market
representation  agreement at that time to govern the  manufacturing,  marketing,
licensing and  certification  of a possible  combined  product offering to their
mutual benefit.

It is understood  that SDTC is actively  redefining its policy with respect to a
possible  rapid  market  adoption  of all or part of the company and project IP,
prior to the conclusion of the planned demonstration.  Any market representation
to be drawn up during the three year life of the project will be defined  within
the  context of the  refinement  SDTC will  publish to its  guidelines  on early
commercialization.

7.       Confidential Information
         ------------------------

7.1  "Confidential  Information"  means all  information  and  data,  including,
without limitation, all business,  planning,  performance,  financial,  product,
trade secret, technical, sales, marketing,  contractual,  employee, supplier and
customer information and data, disclosed orally, in writing or electronically to
either  party (the  "disclosing  party") to the other  (the  "receiving  party")
hereunder.  Confidential  Information shall not include information which (i) is
generally  known or in the public domain at the time of  disclosure;  (b) was in
the receiving  party's  possession before receipt from the disclosing party; (c)
though originally  Confidential  Information,  subsequently  becomes a matter of
public knowledge  through no fault of the receiving party, as of the date of its


                                      -3-
<PAGE>

becoming  part of the public  knowledge;  or (d) is  rightfully  received by the
receiving party without obligations of confidence from a third party who is free
to disclose the information.

7.2 The receiving party shall maintain the  confidentiality  of all Confidential
Information  disclosed to it and shall take all  necessary  precautions  against
unauthorized  disclosure of the  Confidential  Information.  The receiving party
shall not directly or indirectly disclose, allow access to, transmit or transfer
any  Confidential  Information  to any third  party  without  the prior  written
consent of the  disclosing  party except that the  receiving  party may disclose
Confidential  Information to those employees and contractors who (i) have a need
to know the  information  for the  purposes  of this  Agreement;  (ii) have been
informed of the receiving party's obligations hereunder; and, (iii) have entered
into  a  confidentiality  agreement  with  the  receiving  party  that  contains
confidentiality  and restricted  use  obligations  that are consistent  with the
terms and conditions of this  Agreement and which are  reasonably  calculated to
protect the confidential or proprietary  nature of the Confidential  Information
and prohibit its unauthorized use and disclosure.  The receiving party shall not
use or copy any Confidential Information except as may be reasonably required in
connection with this Agreement. All copies, records, notes or reproductions,  in
whole or in part,  shall contain  notices  identifying  them as  containing  the
Confidential  Information  of the  disclosing  party and shall be protected from
unauthorized disclosure and access.

7.3  Upon  the  request  of the  disclosing  party,  and in any  event  upon the
termination  or  expiration  of  this  Agreement,   the  receiving  party  shall
immediately  return to the disclosing party all materials,  including all copies
in whatever  form,  containing  any  Confidential  Information  which are in the
disclosing party's possession or under its control.

7.4 Each party  acknowledges  and agrees  that  monetary  damages  may not be an
adequate  remedy  to  compensate  the  disclosing  party  for any  breach of the
receiving party's obligations hereunder in respect of Confidential  Information.
Accordingly,  each party agrees that, in addition to any and all other  remedies
available to the  disclosing  party under this Agreement or at law or in equity,
the  disclosing  party shall be entitled to seek  injunctive  relief against the
breach,  or  threatened  breach  of  the  confidentiality   provisions  of  this
Agreement, and specific performance of its obligations hereunder,  without being
required to post a bond.  The  injunctive  relief  contemplated  hereunder is in
addition to any other legal or equitable remedies available.

8.       General Provisions
         ------------------

8.1 Any charges or expenses  incurred by either party in preparation for or as a
result of this Agreement or the parties' meetings and communications or any work
done  hereunder  are to the sole  account  of the party  incurring  same  unless
otherwise agreed in writing.

8.2 The parties will not disclose the detailed  content of this Agreement to any
third party without the prior written  approval of both parties,  which approval
may be withheld in the sole discretion of either party.



                                      -4-
<PAGE>


8.3  This  Agreement  shall  be  governed  by the  laws of the  Province  of New
Brunswick and the laws of Canada applicable therein,  except for its conflict of
laws provisions.

8.4 Except with respect to a breach of the confidentiality provisions set out in
Section 7 hereof and each party's  obligation to negotiate in good faith,  in no
event  shall any party  hereto  be  liable to the other for any  claim,  damage,
injury or loss of any nature arising out of or related to this Agreement.

IN NO EVENT SHALL  EITHER  PARTY BE LIABLE FOR  SPECIAL,  INCIDENTAL,  PUNITIVE,
INDIRECT OR CONSEQUENTIAL DAMAGES ARISING FROM OR CONNECTED WITH THIS AGREEMENT.
ALL TANGIBLES AND INTANGIBLES  PROVIDED  PURSUANT TO THIS AGREEMENT ARE PROVIDED
"AS IS" AND THE PARTIES  MAKE NO  WARRANTIES  OR  CONDITIONS,  WHETHER  EXPRESS,
IMPLIED, STATUTORY, OR. OTHERWISE, INCLUDING, WITHOUT LIMITATION,  WARRANTIES OR
CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY AND FITNESS FOR A PARTICULAR
PURPOSE.

8.5 Neither party shall assign or transfer this Agreement,  in whole or in part,
except to a subsidiary or affiliated company,  without the prior written consent
of the other, which consent shall not be unreasonably withheld.

8.6 Nothing contained herein shall be construed as prohibiting either party from
entering into a business  arrangement with any other third party, whether or not
such third  party is in a similar  line of  business  to the other party to this
Agreement.

8.7 If, in the opinion of AHI,  any member of the  Consortium  is not  complying
with  the  work  plan,  budget,  and/or  milestone  objectives  set  out in this
agreement,  AHI, as the Eligible  Recipient,  shall have the right, upon 30 days
written notice,  to terminate this agreement,  without  penalty,  and to replace
that member of the  Consortium  with another  entity.  AHI will endeavor to work
with the  Consortium  member for a period of 30 days in an effort to resolve the
problem prior to exercising this right to terminate the agreement;  however, AHI
reserves the right to determine  what is best for the overall  project and shall
have the final right to terminate  this  agreement,  and replace a member of the
Consortium at its sole discretion without penalty.

IN WITNESS  WHEREOF this  Agreement  has been  executed by the parties as of the
Effective Date.


                                   By:  s/William Stanley
                                        ----------------------------------
                                           Chairman, Atlantic Hydrogen, Inc.


                                   By:  s/Ted Hollinger
                                        ----------------------------------
                                           President & CEO, Hydrogen
                                           Engine Center


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