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FORM 51-102F3 Material Change Report Item 1
    
    Name and Address of CompanyHydrogenics Corporation5985 McLaughlin RoadMississauga, OntarioL5R 1B8Item 2
    
    Date of Material ChangeNovember 10, 2004Item 3
    
    News ReleaseA press release disclosing the material change was issued through
Canada NewsWire on November 10, 2004. A copy of the press release for
the material change is attached hereto as Schedule A and forms a part
hereof.Item 4
    
    Summary of Material ChangeOn November 10, 2004, Stuart Energy Systems Corporation (the
Company) and Hydrogenics Corporation (Hydrogenics) announced that
they had entered into an agreement (the Support Agreement) whereby
Hydrogenics has agreed, subject to certain conditions, to make a share
exchange take-over bid (the Offer) to acquire all of the issued and
outstanding common shares of the Company at an exchange ratio of 0.74
Hydrogenics common shares for every one of the Companys common
shares.Item 5
    
    Full Description of Material ChangeOn November 10, 2004, the Company and Hydrogenics announced that they
had entered into the Support Agreement pursuant to which Hydrogenics
has agreed, subject to certain conditions, to make the Offer to
acquire all of the issued and outstanding common shares of the Company
at an exchange ratio of 0.74 Hydrogenics common shares for every one
of the Companys common shares.The proposed Offer represents an indicative price to the Companys
shareholders of approximately Cdn.$4.14 per share based on the
November 09, 2004 closing share price on the Toronto Stock Exchange
(TSX) of Cdn.$5.59 per common share of Hydrogenics and Cdn.$2.82 per
common share of the Company. The total transaction value is expected
to be approximately Cdn.$155 million (approximately U.S.$129 million).
The proposed Offer represents a 32% premium based on the 20-day volume
weighted average price of the common shares of both the Company and
Hydrogenics.The proposed Offer has the unanimous support of the Companys Board of
Directors, which is recommending that the Companys shareholders
accept the Offer. A number




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of the Companys largest shareholders and each of its directors and
officers who collectively hold approximately 37% of the Companys
issued and outstanding common shares, have entered into a lock-up
agreement with Hydrogenics pursuant to which they have agreed to
tender their shares to the Offer.The Offer is expected to be mailed to the Companys shareholders
during the next two to three weeks and will remain open for 35 days.
It will be subject to customary conditions, including that at least
two thirds of the Companys common shares are tendered. In addition,
the Offer is subject to termination by the Company in limited
circumstances, including in the event that a superior proposal is
received and the termination fee of Cdn.$3.5 million is paid to
Hydrogenics, or in the event that the 10-day volume weighted average
price of the common shares of Hydrogenics, based on trading on the
NASDAQ, calculated on a rolling basis for each consecutive trading
day, is less than the U.S. dollar equivalent of Cdn.$4.80.Item 6
    
    Reliance on subsection 7.1(2) or (3) of National Instrument 51-102Not applicable.Item 7
    
    Omitted InformationNo information has been omitted from this report on the basis that
such information is confidential.Item 8
    
    Executive OfficerThe executive officer of the Company who is knowledgeable about this
material change is:Jonathan Lundy, Vice President, General Counsel and Corporate
Secretary
(905) 361-3670Item 9
    
    Date of ReportNovember 18, 2004.
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Schedule A Press Release HYDROGENICS CORPORATION
TO ACQUIRE STUART ENERGY SYSTEMS CORPORATION MISSISSAUGA, CANADA (November 10, 2004): The Boards of Hydrogenics Corporation
(NASDAQ:HYGS and TSX:HYG) and Stuart Energy Systems Corporation (TSX:HHO)
announced today that they have entered into an agreement whereby Hydrogenics
has agreed to make a share exchange take-over bid to acquire all of the issued
and outstanding common shares of Stuart Energy at an exchange ratio of 0.74
Hydrogenics shares for every one Stuart Energy share. This offer represents an
indicative price to Stuart Energy shareholders of approximately Cdn.$4.14 per
share based on the November 09, 2004 closing share price on the TSX of
Cdn.$5.59 per Hydrogenics share. The total transaction value is expected to be
approximately Cdn.$155 million (approximately US$129 million). The offer
represents a 32% premium based on the 20-day volume weighted average price of
the shares of both Stuart Energy and Hydrogenics. The proposed offer has the unanimous support of Stuart Energys Board of
Directors, which is recommending that Stuart Energys shareholders accept the
offer. A number of Stuart Energys largest shareholders and each of its
directors and officers, who collectively hold 13,575,080 shares representing
approximately 37% of Stuart Energys issued and outstanding common shares, have
entered into a lock-up agreement with Hydrogenics pursuant to which they have
agreed to tender their shares to the offer. This acquisition gives us a breadth of capabilities, sustainability and
resources that we previously did not possess, commented Pierre Rivard,
President and CEO of Hydrogenics. In addition to expanded market and product
penetration, the combination will expand our revenue base and cash reserves
considerably, and we expect it will be accretive to earnings, EBITDA and cash
flow. The acquisition is also consistent with our strategy of nurturing a
portfolio of value streams so as to reduce our exposure to a singular product,
singular market and singular adoption rate. Both Hydrogenics and Stuart Energy have pursued complementary strategies to
achieve profitability through targeting large existing commercial markets,
managing cash utilization, partnering with strong strategic partners and
offering a compelling portfolio of multi-purpose products, commented Jon
Slangerup, President and CEO of Stuart Energy. By combining the strengths of
our two teams, expanding our product offering, and leveraging our strategic
relationships, I believe our integrated company will deliver increased value
and improved financial performance to our shareholders. The integrated company will be well financed and positioned to pursue its
aggressive business plan for global growth. Following the closing of the
transaction, Hydrogenics expects to have approximately US$120 million in cash
and short-term investments, a lean structure that can grow with increased
adoption of hydrogen and fuel cells, an unmatched product portfolio and an
accelerated pathway to profitability. Rivard continued, Stuart Energy has achieved six quarters of consistent double
digit revenue growth and diminished cash burn. Stuart Energy is well positioned
to continue its strategic growth initiatives under the Hydrogenics banner. The integrated company will continue to be led by Pierre Rivard, as President
and CEO. On closing of the transaction, Stuart Energy will nominate three
directors to the Hydrogenics Board of Directors. In addition to financial and management strength, Hydrogenics will have an
unmatched product portfolio and expanded global reach. The integrated company
also expects to achieve significant synergies in production cost, supply chain
management and utilization of existing systems and processes, that will -3-




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drive margin improvement and shorten the timeline to profitability. In total,
the integrated company expects to achieve US$8 million in annual synergies. The offer is expected to be mailed to Stuart Energys shareholders during the
next two to three weeks and will remain open for 35 days. It will be subject to
customary conditions including that at least two thirds of Stuart Energys
shares are tendered. In addition, the offer is subject to a termination by
Stuart Energy in limited circumstances including in the event that a superior
proposal is received and the termination fee of Cdn.$3.5 million is paid to
Hydrogenics, or in the event that the ten day volume weighted average
Hydrogenics share price, based on trading on the NASDAQ, calculated on a
rolling basis for each consecutive trading day is less than the US dollar
equivalent of Cdn.$4.80. Conference Call Additional information and answers to shareholders questions will be provided
during a conference call to be held by Hydrogenics and Stuart Energy at 9:00 am
EDT, today, November 10, 2004. Investors are invited to participate live via a
Webcast on the Hydrogenics Web site, http://www.Hydrogenics.com and the Stuart
Energy Web site, http://www.stuartenergy.com. Please go to the Web site at
least 15 minutes early to register, download, and install any necessary audio
software. Alternately, the U.S./Canada dial-in number for the conference call
is (913) 9815519. For those that cannot listen to the live event, a Webcast
replay will be available on both Web sites through November 24, 2004. About Hydrogenics Hydrogenics Corporation (http://www.hydrogenics.com) is a leading clean power
generation company, engaged in the commercialization of hydrogen and fuel cell
technology and test stations for fuel cells. The company is building a
sustainable business, in a potentially game changing technology for
transportation, stationary and portable power. Hydrogenics, based in
Mississauga, Ontario, Canada, has operations in British Columbia, Canada,
Japan, the United States and Germany. About Stuart Energy Stuart Energy Systems Corporation (http://www.stuartenergy.com) is the worlds
leading developer and supplier of integrated hydrogen infrastructure solutions
based on water electrolysis. Stuart Energy integrates its proprietary hydrogen
generation technology with products from corporate partners to serve existing
and emerging markets for industrial, distributed power generation and
transportation applications. CAUTION REGARDING FORWARD-LOOKING STATEMENTS This release contains forward-looking statements within the meaning of the
safe harbor provisions of the U.S. Private Securities Litigation Reform Law
of 1995. These statements are based on managements current expectations and
actual results may differ from these forward-looking statements due to numerous
factors, including changes in the competitive environment adversely affecting
the products, markets, revenues or margins of Hydrogenics business. Readers
should not place undue reliance on Hydrogenics forward-looking statements.
Investors are encouraged to review the section captioned Risk Factors in
Hydrogenics regulatory filings with the Canadian securities regulatory
authorities and the United States Securities and Exchange Commission for a more
complete discussion of factors that could affect Hydrogenics future
performance. Furthermore, the forward-looking statements contained herein are
made as of the date of this release, and Hydrogenics undertakes no obligations
to revise or update any forward-looking statements in order to reflect events
or circumstances that may arise after the date of this release. The
forward-looking statements contained in this release are expressly qualified by
this cautionary statement. For further information: -4-




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Hydrogenics Corporation: Gary Brandt, Chief Financial Officer of Hydrogenics,
+1-905-361-3633, gbrandt@hydrogenics.com; or Melody Gaukel of Ketchum,
+1-416-544-4906, melody.gaukel@ketchum.com, for Hydrogenics Stuart Energy Systems Corporation: Wanda Cutler (905) 282-7769 or R. Randall
MacEwen (905) 282-7773. -5-