Exhibit 10.1 

AMENDMENT NO. 2
TO
CONVERTIBLE NOTE AND WARRANT
PURCHASE AGREEMENT, SECURITY AGREEMENT
AND SECURED CONVERTIBLE
PROMISSORY NOTES AND CONSENT


     This
Amendment No. 2 to Convertible Note and Warrant Purchase Agreement, Security
Agreement and Secured Convertible Promissory Notes and Consent (this
“Amendment and Consent”) is made as of April 15th, 2009 (the
“Effective Date”) by and among MTI MicroFuel Cells Inc., a Delaware corporation (the
“Company”)
and each of the “Prior Purchasers” and the “New Purchasers” listed on
Exhibit A
attached to this Amendment (each a “Purchaser” and together the
“Purchasers”), and amends (i) that certain Convertible Note and Warrant Purchase
Agreement, dated as of September 18, 2008 and amended February 20, 2009 (the
“Purchase Agreement”) between the Company and certain of the Purchasers, (ii) that certain
Security Agreement, dated as of September 18, 2008 and amended February 20, 2009
(the “Security Agreement”) between the Company and certain of the Purchasers, and
(iii) those certain Secured Convertible Promissory Notes, each dated as of
September 18, 2008 and amended February 20, 2009 (the “Notes”) between the Company
and certain of the Purchasers. 

     WHEREAS, the Company has issued Notes
in the aggregate principal amount of $2,700,000, and warrants exercisable for
equity securities of the Company (the “Warrants”), to certain of the
Purchasers pursuant to the Purchase Agreement, which Notes are secured by all of
the assets of the Company in accordance with the provisions of the Security
Agreement;

     WHEREAS, the Company and the
Purchasers desire to further amend the Purchase Agreement to permit the Company
to sell additional Notes and Warrants with an aggregate principal amount of up
to $800,000 to certain of the Purchasers who desire to acquire additional Notes
and Warrants and in accordance with the schedule set forth on Exhibit A attached
hereto, subject to prior written approval of each investment by the Company;


     WHEREAS, the Company and the
Purchasers desire to further amend the Notes to extend the Maturity Date (as
defined thereunder) from May 31, 2009 to March 31, 2010, and to provide that if
the Next Equity Financing (as defined in the Notes) does not occur on or before
the Maturity Date, all principal and (at the Company’s option) accrued interest
outstanding under all of the Notes shall be converted into equity securities of
the Company based upon a Company valuation and on such terms to be agreed upon
by the Company and the holders of a majority in interest of the Notes within
thirty (30) days following the earlier to occur of (i) the Maturity Date or (ii)
the date upon which the aggregate principal amount under all the Notes equals or
exceeds $3,500,000, which valuation and terms shall be negotiated in good faith
by the Company and a majority in interest of the Notes; and 

     WHEREAS, the Purchase Agreement and
the Notes may be amended by the Company and holders of at least a majority in
interest of the Notes, and the Security Agreement may be amended by Company and
each of the Prior Purchasers; 




     NOW,
THEREFORE, in consideration of the mutual
promises contained herein and other good and valuable consideration, receipt of
which is hereby acknowledged, the parties to this Amendment and Consent agree as
follows: 

     1.
Amendment of Section
1(b)(iii) of the Purchase Agreement. Section 1(b)(iii) of Purchase
Agreement is hereby amended to permit the Company to sell additional Notes and
Warrants with an aggregate principal amount of up to $800,000 under the Purchase
Agreement to such Purchasers who desire to
acquire additional Notes and Warrants and in accordance with the schedule set
forth on Exhibit A attached hereto, subject to prior written approval of each
investment by the Company (electronic acceptable). 

     2.
Amendment of “Maturity Date” of the Notes. The “Maturity Date” set
forth in Section 1 of each of the Notes, and such additional Notes to be issued
to the Purchasers as scheduled on Exhibit A attached hereto, shall
be amended to provide for an amended “Maturity Date” of March 31, 2010.


    
3. Amendment
of Section 2(a)(ii) of the Notes.
Section 2(a)(ii) of each of the Notes,
and such additional Notes, shall be amended and restated in their entirety to
read as follows (revised language included below in BOLD ITALICS for
reference only):


	     	
           “(ii) If the Next Equity Financing does not occur on or before the
      Maturity Date, all principal and (at the Company’s
      option) accrued interest outstanding under all of the Notes shall be
      converted into equity securities of the Company (“Equity Securities”)
      based upon a Company valuation and on such terms to be agreed upon by the
      Company and the holders of a majority in interest of the Notes within
      thirty (30) days following the earlier to occur of (i) the Maturity Date
      or (ii) the date upon which the
      aggregate principal amount under all the Notes equals or exceeds
      $3,500,000, which valuation and
      terms shall be negotiated in good faith by the Company and a majority in
      interest of the Notes (a “Negotiated
      Conversion”). If the Company and
      holders of a majority in interest of the Notes cannot agree upon the
      valuation and terms of a Negotiated Conversion, and fail to consummate
      such Negotiated Conversion within thirty (30) days following the Maturity
      Date, then all principal and accrued interest outstanding under the Notes
      shall be due and payable upon demand by the Holders at any time
      thereafter.” 
	     



     4. Amendment of Security Interest. The Security Agreement is hereby
amended to provide that the indebtedness represented by the additional Notes to
be issued to the Purchasers scheduled on Exhibit A attached hereto shall be
secured by all of the assets of the Company in accordance with the provisions of
the Security Agreement, and Exhibit
A to the Security Agreement shall be
amended to include such Purchasers’ additional indebtedness thereunder.


     5.
Consent to Amendments and Related
Matters. The Company and each of the Purchasers hereby consent to (i) the
amendment of the Purchase Agreement and the Notes, (ii) the purchase by the
Purchaser(s) set forth on Exhibit
A attached hereto of an additional
Note(s) and Warrant(s) and the Company’s issuance of a Note(s) and Warrant(s) to
such Purchaser(s), and (iii) the inclusion of the indebtedness represented by
such additional Note(s) under the Security Agreement and amendment thereof to
include such indebtedness as secured thereunder. 




    
6. Representations and Warranties.


          (a)
New Purchasers.

               (i) Each of the New Purchasers hereby represents and warrants
to the Company that as of the date of such New Purchaser’s purchase and sale of
Notes and Warrants under the Purchase Agreement, as amended (each, a
“New Purchaser Closing Date”), such New Purchaser makes the representations and
warranties to the Company contained in Section 4 of the Purchase Agreement and
that such representations and warranties are true on and as of their respective
New Purchaser Closing Dates. 

               (ii) Each of the New Purchasers hereby agrees to be bound by
all the provisions applicable to “Purchasers” under the Purchase Agreement,
including, but not limited to, the lock-up provisions under Section 7 thereof.


          (b) The
Company. The Company hereby represents and warrants to each of the New Purchasers
that as of the Effective Date hereof, the representations and warranties of the
Company contained in Section 3 of the Purchase Agreement are true on and as of
the Effective Date. 

     7.
Miscellaneous.

          (a) Governing
Law. This Amendment and Consent and all acts and transactions pursuant hereto
and the rights and obligations of the parties hereto shall be governed,
construed and interpreted in accordance with the laws of the State of Delaware,
without giving effect to principles of conflicts of law.

          (b) Counterparts. This Amendment and Consent may be executed in two or more
counterparts and by facsimile, each of which shall be deemed an original and all
of which together shall constitute one instrument. 

          (c) Entire
Agreement. Each of the Purchase Agreement, the Security Agreement, and the Notes, as
amended to date and by this Amendment and Consent, and the documents referred to
herein and therein, constitute the entire agreement between the parties hereto
pertaining to the subject matters hereof and thereof, respectively, and any and
all other written or oral agreements existing between the parties hereto are
expressly canceled. 

[Signature Pages
Follow]




      The
parties have executed this Amendment No. 2 to Convertible Note and Warrant
Purchase Agreement, Security Agreement and Secured Convertible Promissory Notes
and Consent as of the Effective Date. 

COMPANY: 

MTI MICROFUEL CELLS INC.


	
      /S/ PENG K. LIM
	
	
      Peng K. Lim, Chief Executive Officer
      
	
	 	
	
      PURCHASERS: 
	
	 	
	
      MECHANICAL TECHNOLOGY
      INCORPORATED 
	
	 	
	
      /S/ PENG K. LIM
	
	
      Peng K. Lim, Chief Executive Officer
      
	
	 	
	
      WALTER L. ROBB 
	
	 	
	
      /S/ WALTER L. ROBB
	
	
      Walter L. Robb 
	
	 	
	
      COUNTER POINT VENTURES FUND II,
      LP 
	
	 	
	
      /S/ WALTER L. ROBB
	
	
      Walter L. Robb, General Partner
      
	
	 	
	
      [NON-AFFILIATED INVESTOR]
      
	
	 	
	
      /S/ NON-AFFILIATED
      INVESTOR
	
	
      [Non-affiliated
    Investor]
	






EXHIBIT A 

PRIOR
PURCHASERS 

MECHANICAL TECHNOLOGY
INCORPORATED
WALTER L. ROBB 
COUNTER POINT
VENTURES FUND II, LP 

NEW
PURCHASERS 

	
      Name and Address of
      Purchaser
	
      Additional Note(s) Principal
      and
Payment
      Terms
 

	
      [Non-affiliated Investor]
    
	
      $50,000 due on April
      15th, 2009. 

	
      Counter Point Ventures Fund II, LP
      
Dr. Walter L. Robb, General
      Partner
c/o Vantage Management, Inc. 
3000 Troy Schenectady Road
Facsimile: (518) 782-0030
    
	
      Purchaser shall loan to the
      Company $165,000 due on April
      15th, 2009. 

      Thereafter, Purchaser shall loan to
      the Company up to $165,000 per month, commencing May 2009, but no more
      than $750,000 additional principal in the aggregate.

      Company must notify Purchaser in
      writing (electronic acceptable) no less than five (5) business days prior
      to the beginning of each month of the amount Purchaser must deliver to the
      Company hereunder by the first business day of the next month (up to, but
      not to exceed, $165,000 per month). 

      Company shall issue a Note and
      Warrant to Purchaser with respect to each monthly loan principal amount
      received hereunder.