<PAGE>

                                                                   Exhibit 10.67

                             MEMORANDUM OF AGREEMENT

                          -----------------------------

This MEMORANDUM OF agreement ("Agreement") is entered into this 10 day of April,
2002 (the "Effective Date"), among H Power Corp., 1373 Broad Street, Clifton, NJ
07013; H Power Enterprises of Canada, Inc. (together "H Power"); ECO Fuel Cells,
LLC ("EFC") and Energy Co-Opportunity, Inc. ("ECO"), both of 2201 Cooperative
Way, Herndon, VA 20171. These parties are referred to herein singularly as
"Party" and collectively as "Parties". Defined terms used, but not otherwise
defined herein, shall have the respective meanings set forth in the Second
Amended and Restated Fuel Cell Product Operating Agreement, dated April
 ____, 2002, among the Parties (the "Operating Agreement").

WHEREAS: Over the past few years, H Power and EFC have been working together to
design, build, and market Fuel Cell Power Systems for all areas in the United
States served by Cooperatives;

WHEREAS: the Parties wish to further fund and encourage the marketing of Fuel
Cell Power Systems by providing H Power and ECO with additional marketing and
distribution opportunities and granting H Power marketing, technical, training,
field and other services from EFC;

WHEREAS: the Parties have entered into the Operating Agreement to further these
goals and have entered into other agreements in support of such goals, including
a "Sales and Marketing Services Agreement among ECO Fuel Cells, LLC, Energy
Co-Opportunity, Inc. and H Power Corp." ("Sales and Marketing Agreement"); and a
"Test Reporting, Engineering Services and Field Services Agreement among ECO
Fuel Cells, LLC, Energy Co-Opportunity, Inc. and H Power Corp." ("Test Reporting
Agreement"); and

WHEREAS: the Parties desire to enter into this Agreement to terminate the
Memorandum of Agreement, dated December 12, 2001, among the Parties (the
"December MOA") and to provide for a commitment by the Parties to explore the
development of sustainable fuel cell communities.

NOW, THEREFORE, in consideration of the promises herein and other valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
Parties hereby agree as follows:

1.    SUSTAINABLE FUEL CELL COMMUNITIES OR SIMILAR APPLICATIONS. Subject to
      Sections 3. and 7. herein, H Power will provide up to $1,500,000 of
      start-up funding to EFC, payable as set forth on Attachment A, for
      development of sustainable fuel cell communities (or similar applications
      as determined by the Parties) that could include the generation, storage,
      transmission, distribution and utilization of hydrogen-based fuel cells.
      EFC and H Power will seek to raise funding from third-party sources for
      these purposes, including from the government, hydrogen-related suppliers
      and other private sector sources. If such funds are received by EFC, this
      $1,500,000 obligation of H Power to EFC shall be reduced by the same
      amount, or if payment has already been made by H Power to EFC, the funds
      will be promptly reimbursed to H Power. H Power's payment to EFC shall be
      reduced by an amount not to exceed One Million Dollars ($1,000,000), less
      any adjustment for taxes, which EFC receives from the sale of Altair
      Energy, LLC.

2.    FINANCIAL STATEMENTS. ECO and EFC have delivered to H Power the September
      2001 unaudited financial statements. ECO and EFC attest that these
      financial statements have been prepared in accordance with GAAP and fairly
      present the financial condition and the results of operations of ECO and
      EFC as at the dates and for the periods set forth therein.

----------
Certain portions of this exhibit have been omitted pursuant to a request for
confidential treatment. The omitted materials have been filed separately with
the Securities and Exchange Commission.

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<PAGE>

      Beginning with the first calendar quarter of 2002, ECO and EFC shall each
      furnish H Power 1) within forty-five (45) days after the end of each
      fiscal quarter, quarterly unaudited financial statements, all in
      reasonable detail, fairly presenting the financial position and the
      results of operations of ECO and EFC as of the end of and through such
      fiscal quarter; and 2) within one hundred twenty (120) days after the end
      of each fiscal year, audited financial statements and the accompanying
      notes thereto, all in reasonable detail, fairly presenting the financial
      position and the results of operations of ECO and EFC as of the end of and
      for such fiscal year together with the opinion of independent certified
      public accountants, that such financial statements had been prepared in
      accordance with GAAP.

3.    NO MATERIAL ADVERSE CHANGE; DEFAULT. Notwithstanding anything contained in
      this Agreement to the contrary, H Power shall have no obligation to make
      any payments to EFC under this Agreement, the Sales and Marketing
      Agreement and the Test Reporting Agreement, if there has been a "Material
      Adverse Change." In the event that NRUCFC, as defined herein, declares an
      event of default under the terms of any of its agreements with ECO and/or
      EFC, that event, or any violation of Sections 2, 4, and/or 5 of this
      Agreement, shall be considered a Material Adverse Change under this
      Agreement.

4.    AFFIRMATIVE COVENANTS. From the Effective Date until the end of the Term
      hereof, ECO and EFC shall:

      A.    Prior to January 1, 2003, EFC and/or ECO will provide H Power with
            its annual operating budget for the calendar year ending December
            31, 2003. The budget shall insure that adequate funding is available
            for EFC and ECO to complete their obligations in this Agreement and
            to continue in business through December 31, 2003.

      B.    Provide H Power and its representatives access during normal
            business hours to ECO's and EFC's books, accounts and records and
            all other relevant documents and information as representatives of H
            Power may from time to time request. Such access may include
            consultations with the personnel of ECO and EFC and/or professionals
            and consultants responsible for the preparation of financial
            statements. ECO and EFC shall make their respective premises and
            personal property available for inspection by H Power and its
            representatives during normal business hours;

      C.    Notify H Power in writing of (i) any Material Adverse Change in
            their financial position, earnings or prospects, (ii) any
            governmental complaints, investigations or hearings to which ECO
            and/or EFC are a party, (iii) any material pending legal actions to
            which ECO and/or EFC are a party; or (iv) any threatened legal
            action.

      D.    Operate their businesses as presently operated and only in the
            ordinary course of business and, consistent with such operation,
            make commercially reasonable efforts to comply in all respects with
            all applicable legal and contractual obligations; and

      E.    Keep in full force and effect all insurance related to their
            businesses, comparable in amount and scope of coverage to that now
            maintained. ECO and EFC will furnish to H Power appropriate
            certificates of insurance confirming such coverage.



                                  Page 2 of 8

<PAGE>

5.    NEGATIVE COVENANTS.

      A.    Notwithstanding any other provisions in this Agreement:

            1.    ECO and its affiliates may create a new technology business
                  organization to support innovative technologies and fund it;
                  provided that 100 percent of the funding for this organization
                  shall be provided from sources outside of H Power's funding
                  under this Agreement, the Sales and Marketing Agreement, and
                  the Test Reporting Agreement, unless otherwise agreed to in
                  writing by H Power. Any funding from ECO and EFC for this
                  purpose shall be included in the reporting obligations in
                  Section 4. of this Agreement; and

            2.    Nothing in this Agreement shall interfere with any
                  requirements imposed upon ECO or EFC by the National Rural
                  Utilities Cooperative Finance Corporation (NRUCFC) under their
                  existing agreements or new agreements that are necessary to
                  continue or increase funding for ECO or EFC.

      B.    ECO and EFC immediately shall notify H Power anytime that there is
            any "Negative Deviation" from the annual EFC or ECO budget.
            "Negative Deviation" is defined as a negative change or the prospect
            of a negative change in excess of fifteen percent (15%) of the net
            income/(loss) of ECO on a quarterly basis (any accrued interest
            payments on loans from NRUCFC shall not be included in this
            calculation). This provision shall not apply to any sales of propane
            and other equipment that are made after a purchase order for such
            sales has been received by ECO or such other events as may be agreed
            to by the Parties in writing from time to time. At H Power's written
            request, ECO or EFC shall immediately take such steps as may be
            necessary to bring its budget back into compliance within forty-five
            (45) days or a Material Adverse Change shall be deemed to have
            occurred.

      C.    ECO and EFC agree not to do any of the following if they involve a
            dollar amount in excess of $50,000 (unless it has been previously
            budgeted or covered by a customer purchase order):

            1.    pledge, or otherwise encumber any shares of their capital
                  stock, any other voting securities or any securities
                  convertible into or exchangeable for, or any rights, warrants,
                  or options to acquire, any such shares, voting securities, or
                  convertible or exchangeable securities except to extend the
                  terms of its H Power stock sale plan, or as otherwise
                  described in this Agreement, such as the creation of a
                  technology company and to obtain funding from NRUCFC;

            2.    acquire, make any investment in, or make any capital
                  contributions to, any person or entity other than in the
                  ordinary course of business;

            3.    sell, transfer, lease, license, pledge, mortgage or otherwise
                  dispose of or encumber any of their properties or assets,
                  other than in the ordinary course of business; the sale of any
                  interest in Altair Energy, LLC is excluded from this
                  provision;



                                  Page 3 of 8

<PAGE>

            4.    a) incur any indebtedness, other than borrowings under
                  existing credit facilities, b) make any loans or advances to
                  any other person or entity, other than routine advances to
                  employees consistent with past practice or c) assume,
                  guarantee, endorse or otherwise become liable or responsible
                  (whether directly, contingently or otherwise) for the
                  obligations of any other person;

            5.    enter into any compromise or settlement of, or take any action
                  with respect to, any litigation or proceeding other than the
                  prosecution, defense, and settlement thereof in the ordinary
                  course of business;

            6.    merge or consolidate with, or acquire (except in the ordinary
                  course of business) any of the assets of any other
                  corporation, business or person; and

            7.    enter into any transaction for the purchase, sale or exchange
                  of property or the rendering of any service to or by any
                  affiliate, except upon terms no less favorable to ECO and/or
                  EFC than they would obtain in a comparable arm's length
                  transaction with an unaffiliated person.


6.    FAILURE TO COMPLY. Notwithstanding anything contained in this Agreement to
      the contrary, upon ECO's and/or EFC's breach of any of the Affirmative or
      Negative Covenants set forth in Paragraphs 4 and 5 of this Agreement, H
      Power shall have the unilateral right to suspend payment of any further
      monies due to EFC as set forth on Attachment A of this Agreement, and
      under Attachment A of the Sales and Marketing and Test Reporting
      Agreements, until such time that ECO and/or EFC cures such breach to H
      Power's satisfaction.

7.    TERM. This Agreement shall terminate when all the provisions are
      satisfied, but no later than December 31, 2003; except that,
      notwithstanding any termination of this Agreement, Sections 3, 4, 5 and 6
      of this Agreement shall survive and remain in full force and effect until
      the Sales and Marketing and Test Reporting Agreements have been
      terminated.

8.    NO RIGHTS IN THIRD PARTIES. Nothing contained in this Agreement shall be
      construed as giving rise to any rights to enforce its provisions to any
      person or entity not a Party to this Agreement under any legal theory.

9.    PARTY'S RELATIONSHIP. Neither Party by this Agreement makes the other
      Party its legal representative or agent. Neither Party shall assign this
      Agreement to any other third party, without the other Party's prior
      written permission, except that ECO Fuel Cells may assign it to a
      Cooperative Member.

10.   DISPUTES. The Parties agree that any and all controversies or claims
      arising out of or relating to this Agreement, or any alleged breach
      hereof, shall be resolved by binding arbitration as prescribed herein,
      upon 30 days' written notice to the other Party. In that event, the
      Parties each Party shall select one (1) arbitrator and those shall select
      a third. The three (3) arbitrators will conduct the arbitration under the
      then current rules of the American Arbitration Association ("AAA"), unless
      otherwise provided herein. The arbitrator(s) will be selected in
      accordance with AAA procedures from a list of qualified arbitrators
      maintained by AAA. The arbitration will be conducted in Washington, D.C.
      and all expedited procedures prescribed under AAA rules will apply. Unless
      the Parties otherwise agree, the



                                  Page 4 of 8

<PAGE>

      proceedings will be completed within forty-five (45) days of the Parties'
      receipt of notice of arbitration. Each Party will bear its own costs and
      attorney's fees.

11.   TERMINATION OF DECEMBER MOA. Effective as of the Effective Date, the
      December MOA, and each of the terms, provisions and covenants contained
      therein, shall terminate and be of no further force or effect.

12.   ENTIRE AGREEMENT. With the exception of the Operating Agreement, Sales and
      Marketing Agreement, and the Test Reporting Agreement, this Agreement
      (including any Schedules and Exhibits attached hereto) constitutes the
      entire agreement among the Parties with respect to the subject matter
      hereof and supercedes all prior and contemporaneous agreements and
      undertakings, written or oral, of any nature whatsoever of the Parties
      hereto with respect to the subject matter hereof.

13.   COUNTERPARTS. This Agreement may be executed in any number of
      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 instrument. This Agreement shall become
      binding when one or more counterparts hereof, individually or taken
      together, shall bear the signatures of all the Parties hereon as
      signatories.

14.   SEVERABILITY. If any provision of this Agreement for any reason shall be
      held to be illegal, invalid or unenforceable, such illegality shall not
      affect any other provision of this Agreement, but this Agreement shall be
      construed as if such illegal, invalid or unenforceable provision had never
      been included herein.

15.   MUTUAL COOPERATION. The Parties agree to take such other actions and
      execute such other documents as shall be necessary to carry out the
      provisions of this Agreement.


IN WITNESS WHEREOF the undersigned Parties hereby execute this Agreement as of
the Effective Date.






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<PAGE>




         H POWER CORP.                      H POWER ENTERPRISES OF CANADA, INC.

         /s/ William L. Zang                /s/ H. Frank Gibbard
         ----------------------------       ----------------------------------


                                  Page 6 of 8

<PAGE>







         ECO FUEL CELLS, LLC                   ENERGY CO-OPPORTUNITY, INC.

         /s/ William C. Cetti                  /s/ William C. Cetti
         ---------------------------------     --------------------
         William C. Cetti, President & CEO     William C. Cetti, President & CEO




                                  Page 7 of 8

<PAGE>

                                  ATTACHMENT A
            ATTACHMENT OF H POWER'S PAYMENTS TO ECO FUEL CELLS (EFC)


Subject to the terms and conditions set forth in the Agreement, H Power shall
make the following payments to EFC:


<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                                 EFFECTIVE
                                   DATE        QTR 1-2002     QTR 2-2002      QTR 3-2002     QTR 4-2002      SUBTOTAL
======================================================================================================================
<S>                                             <C>            <C>             <C>            <C>           <C>
SUSTAINABLE FUEL CELL COMM.                        [*}            [*}            [*}            [*}            [*}
======================================================================================================================
                       TOTAL                       [*]            [*]            [*]            [*]            [*]
----------------------------------------------------------------------------------------------------------------------


<CAPTION>
-----------------------------------------------------------------------------------------------------------

                                   QTR 1-2003      QTR 2-2003     QTR 3-2003     QTR 4-2003       TOTALS
===========================================================================================================
<S>                                 <C>             <C>            <C>            <C>            <C>
SUSTAINABLE FUEL CELL COMM.            [*}            [*}            [*}            [*}            [*]
===========================================================================================================
                       TOTAL           [*]            [*]            [*]            [*]         $1,500,000
-----------------------------------------------------------------------------------------------------------
</TABLE>

-----
* Confidential


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