H POWER CORP
MEMORANDUM OF AGREEMENT
<DOCUMENT>
<TYPE>EX-10.63
<SEQUENCE>3
<FILENAME>file002.txt
<DESCRIPTION>MEMORANDUM OF AGREEMENT
<TEXT>
<PAGE>

Confidential Treatment. The portions of this exhibit that have been replaced
with "(*****)" have been filed separately with the Securities and Exchange
Commission and are the subject of an application for confidential treatment.


                             MEMORANDUM OF AGREEMENT
                          -----------------------------

This MEMORANDUM OF AGREEMENT ("Agreement") is entered into this 12th day of
December, 2001 (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".

WHEREAS: H Power and EFC have been working together under the "Amended and
Restated Fuel Cell Product Operating Agreement of March 9, 2000" (the "Operating
Agreement") to design, build, and market certain H Power residential fuel cells
("Fuel Cell Power Systems") under an exclusive marketing program for all areas
in the United States served by Rural Electric 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; and

WHEREAS: the Parties wish to amend the Operating Agreement only as necessary to
further these goals and to enter into a set of definitive support agreements,
each as more particularly described below.

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.   MUTUAL SUPPORT IN DEVELOPING AND MARKETING H POWER'S PRODUCTS AND SERVICES.
     The Parties reaffirm their support for each other in the development and
     marketing of H Power's Fuel Cell Power Systems for residential markets and
     agree to mutually explore opportunities in other products and services
     offered by H Power as well, including fuel cells for stationary and other
     applications ("Other Fuel Cells").

2.   RELINQUISHMENT OF CERTAIN EXCLUSIVE TERRITORY RIGHTS TO H POWER AND RELEASE
     OF CERTAIN H POWER OBLIGATIONS. EFC and H Power wish to increase the
     marketing opportunities for H Power's products and services covered by the
     Operating Agreement. Under Article 3.A. of the Operating Agreement, EFC has
     the exclusive rights to "sell, distribute, lease, finance, service, and
     otherwise handle the Fuel Cell Products..." ("Exclusive Rights") in areas
     of the United States in which Cooperative Members were providing energy
     services as of August 15, 1999 (the "Territory").

         A. TERRITORY RIGHTS. To provide H Power with increased marketing
            flexibility, EFC hereby relinquishes its Exclusive Rights under
            Article 3.A.1. of the Operating Agreement and agrees that such
            Exclusive Rights shall revert to H Power.

         B. NON-COMPETITION PROVISIONS.

              1.  Operating Agreement Provisions. Except with respect to those
                  Licensed Members who elect to retain and renegotiate their
                  Exclusive Distribution Agreements as described under clause C.
                  of this paragraph 2, H Power shall no longer be bound by or
                  subject to the non-competition covenant set forth in Article
                  3.A.4(a) of the Operating Agreement.




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              2.  Direct Sales. Because of EFC's expertise in distributive
                  generation products and services, and because EFC's electric
                  cooperative customers are also EFC's owners, H Power agrees
                  that EFC will be its preferred provider of Fuel Cell Products
                  and Other Products to the electric cooperative industry.
                  Therefore, H Power agrees not to enter into any agreement for
                  a cooperative (including its affiliate, or a cooperative
                  association) to sell as a distributor, sub-distributor,
                  marketer, or sales representative of H Powers' products,
                  except through this Agreement and the Operating Agreement.

                  However, ECO's members and EFC's Licensees (as defined in the
                  Distribution Agreements) shall have the option of purchasing
                  Products from any H Power distributor, sub-distributor, sales
                  representative or similar sales entity of their choice. H
                  Power shall not make direct sales to cooperatives except
                  through this Agreement, the Operating Agreement, or through
                  its existing third party distribution associates' independent
                  sales efforts. EFC's Licensees shall have the right to sell
                  Fuel Cell Power Systems other than H Power's. Both EFC and
                  ECO, however, will exclusively purchase Fuel Cell Power
                  Systems and Other Fuel Cells from H Power.

              3.  Non-Exclusive Rights. H Power grants to EFC the Non-Exclusive
                  Rights for Fuel Cell Power Systems as well as Other Fuel
                  Cells, except for specialty fuel cell products designed and
                  sold by H Power as a component or sub-system for use in
                  equipment such as, but not limited to, vehicles, portable
                  computers, or other types of equipment. These Other Fuel Cells
                  are to be sold to EFC and its Licensed Members on such terms
                  and conditions as are agreed to by the Parties; provided that
                  they shall always receive best pricing on Fuel Cell Power
                  Systems and they shall never pay more for Other Fuel Cells
                  than others pay for similar quantities or levels of service,
                  except that U.S. and foreign government contract pricing is
                  excluded from this provision. These Non-Exclusive Rights shall
                  apply to all "Territory" and "Other Territories" as defined in
                  the Operating Agreement. EFC's and its Licensees' sales of
                  Fuel Cell Power Systems and Other Fuel Cells shall be credited
                  against EFC's Fuel Cell Products purchase obligations under
                  the Operating Agreement.

                  ECO and EFC recognize that H Power currently has pending an
                  exclusive agreement for Other Fuel Cells in Virginia,
                  Delaware, Maryland, West Virginia and the District of
                  Columbia. H Power and EFC shall work together constructively
                  to find an appropriate role for EFC's cooperatives in this and
                  any other exclusive agreements. Any exclusive agreement
                  opportunities shall be brought to the other Party for
                  discussion and approval by that other Party before an
                  agreement is executed; except for national accounts (but not
                  for retail consumer distribution) for Other Fuel Cells
                  initiated by H Power.

         C. EXISTING AND PENDING DISTRIBUTION AND TESTING AGREEMENTS. EFC has
            entered into numerous Distributive Generation Products and Fuel Cell
            Licensing Agreements ("Distribution Agreements") under which
            distribution rights for H Power's Fuel Cell


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<PAGE>



            Power Systems have been granted to Licensees. Licensees shall be
            notified by EFC that EFC wishes to cancel and renegotiate their
            Distribution Agreements and convert them to non-exclusive
            Distribution Agreements. If the Licensee nevertheless desires to
            continue with an Exclusive Distribution Agreement then H Power's
            obligations shall continue and shall be no greater than under the
            Existing or Pending Distribution Agreement. Any existing, pending or
            renegotiated Exclusive Distribution Agreements are called
            "Grandfathered Distribution Agreements" herein. EFC shall provide a
            list of those once they have been renegotiated but not later than
            March 31, 2002. Otherwise, all obligations and liabilities of H
            Power with respect to Distribution Agreements shall be assumed by
            EFC and H Power shall have no further obligations thereunder. No
            fees shall be paid to H Power for those Licensees that have selected
            or will select the "Fuel Cell Distribution Option" or who select a
            Non-Exclusive Option as defined in the EFC Distribution Agreement.

            In addition, EFC shall be responsible for renegotiating the "Fuel
            Cell Testing Agreements Between the Cooperatives and ECO Fuel Cells"
            (the "Testing Agreements") with its Licensees. All obligations and
            liabilities of H Power with respect to these Testing Agreements
            (including, but not limited, to those set forth in Attachment 3
            thereto) shall be assumed by EFC and H Power shall have no further
            obligations thereunder. It is anticipated that the Parties will
            continue a fuel cell testing program and new fuel cell testing
            agreements will be executed on such terms as are agreed to by the
            Parties.

         D. PAYMENT TO EFC. In consideration for the foregoing, H Power hereby
            agrees to pay EFC $2,100,000 on the Effective Date.

3.       PURCHASE OF FUEL CELL UNITS.

         A. EFC'S PURCHASE OF BETA UNITS. EFC reaffirms its obligation to
            purchase the number of Alpha and Beta Test Units as specified in
            Schedule A of the Operating Agreement. EFC shall be credited in a
            revised Schedule A for its prior purchase of Alpha and Beta units
            already accepted/delivered, and EFC agrees to pay $50,000 each for
            its scheduled purchase of the next 10 Beta Fuel Cell Test Units per
            Schedule A. Future Beta Units shall have the minimum specifications
            and delivery times as agreed to by the Parties within ninety (90)
            days after the execution of this Agreement and H Power shall ship
            them to locations selected by EFC.

         B. EFC'S PURCHASE OF EPACS. EFC agrees to purchase thirty (30) EPAC
            Fuel Cell (Beta and/or commercial) Units for a price of $6,000 each.
            These EPAC Units shall have such minimum specifications and delivery
            times as are agreed to by the Parties within ninety (90) days after
            the execution of this Agreement and H Power shall deliver them as
            determined by EFC.

4.   TRADE SHOWS REIMBURSEMENT. H Power agrees to pay EFC an amount not to
     exceed $200,000 for its participation in two trade shows per year (one of
     those shall be the NRECA Annual Meeting each year) in 2002 and 2003 on
     behalf of H Power's products and services. EFC shall invoice H Power in the
     amount of $50,000 per show at the time that such show



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     has been registered for or such other time as EFC shall determine (but not
     earlier than within the specified calendar quarter shown on Attachment A).

5.   SUSTAINABLE FUEL CELL COMMUNITIES OR SIMILAR APPLICATIONS. H Power will
     provide $1.5 million 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 $1.5 million 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.

6.   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. 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.

7.   NO MATERIAL ADVERSE CHANGE. Notwithstanding anything contained in this
     Agreement to the contrary, H Power shall have no obligation to make any
     further payments to EFC during the Term hereof, if there has been a
     "Material Adverse Change." For the purposes of this Agreement, Material
     Adverse Change shall only be defined as a material violation of Sections 8
     and/or 9 of this Agreement.

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

     A.  Provide H Power with its operating budget for the calendar year ending
         December 31, 2002.

     B.  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.

     C.  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


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<PAGE>




         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;

     D.  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.

     E.  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

     F.  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.

     G.  ECO and EFC represent that they currently have adequate funds to pay
         all of their liabilities as incurred through December 31, 2001.

9.       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, 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 8.A. 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.  From the Effective Date until the end of the Term hereof, ECO and EFC
         immediately shall notify H Power anytime that During the Term hereof,
         there is any negative deviation from the annual EFC or ECO budget in
         excess of fifteen percent (15%) of the net income/(loss) of ECO on a
         quarterly basis. 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.


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     C.  ECO and EFC agree not to do any of the following during the Term of
         this Agreement, 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;

              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.

     D.  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 shall be considered a Material Adverse Change under this
         Agreement.

10.  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 8 and 9, H Power shall have the
     unilateral right to suspend payment of any further monies due to EFC
     hereunder (including those set forth on Attachment A hereto) until such
     time that ECO and/or EFC cures such breach to H Power's satisfaction.


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11.  TERM. This Agreement shall terminate when all the provisions are satisfied,
     but no later than December 31, 2003.

12.  OTHER PROVISIONS. No other provisions of the Operating Agreement are
     amended except those specifically referred to herein. This Agreement may be
     amended by the Parties in writing and any disputes under it shall be
     resolved as under Article 14 of the Operating Agreement, except that
     arbitration shall be mandatory if requested by either Party following
     thirty (30) days' prior written notice. All Attachments to this Agreement
     are incorporated into and made a part of this Agreement. Each Party shall
     be responsible for and pay all costs and expenses, including attorneys'
     fees that it incurs in connection with drafting and negotiating this
     Agreement and the support agreements referenced herein. This Agreement and
     all actions contemplated hereby shall be interpreted and construed in
     accordance with the laws of the State of New York applicable to contracts
     made and to be performed entirely within the State of New York and without
     giving effect to its choice or conflict of laws rules or principles. This
     Agreement may be executed in counterparts, each of which shall collectively
     be effective as one single original. Defined terms used, but not otherwise
     defined herein, shall have the respective meanings as set forth in the
     Operating Agreement.

13.  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. The following documents shall be provided at
     Closing, to be held no later than January 15, 2002. Such documents shall
     include:

         A.   A statement, dated the Closing date, from the National Rural
              Electric Cooperative Finance Corporation (NRUCFC), satisfactory to
              H Power, that provides that no principal or interest repayments or
              other fees are due to be paid by ECO or EFC to NRUCFC during the
              term of this Agreement. NRUCFC's rights to receive proceeds from
              any Rule 10b-5-1 Plan H Power stock sale shall not be limited in
              any way by this statement.

         B.   A certificate, dated the Closing date, from ECO, EFC, and H Power
              that they are in full compliance with all terms of the Operating
              Agreement.

         C.   An Amended and Restated Operating Agreement. This will include the
              changes to the Operating Agreement specified herein. Other
              revisions necessary to implement this Agreement also shall be
              made, including any revisions to Schedule A regarding Fuel Cell
              unit prices, number of units purchased and the schedule of
              purchases, but not the total purchase price of $81,180,000. These
              changes shall be incorporated into the Amended and Restated
              Operating Agreement.

         D.   A Sales and Marketing Services Agreement. This agreement will
              cover, among other things, marketing and sales services for Fuel
              Cell Power Systems and other H Power products and services and
              will provide for the payment to EFC of $1.5 million, as set forth
              on Attachment A. This agreement also shall include provisions for
              the close coordination of H Power's and EFC's marketing and sales
              plans, including a review of such plans at least each calendar
              quarter.


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<PAGE>

         E.   A Field Services Agreement. This agreement will cover, among other
              things, technical support for Fuel Cell Power Systems and other
              product deployment and operation. In exchange for this and for EFC
              and ECO assuming certain expenses associated with the Testing
              Agreements, H Power will pay to EFC $1.5 million, as set forth on
              Attachment A.

         F.   A Test Reporting and Engineering Services Agreement. This
              agreement will cover, among other things, data and reports
              regarding ongoing Alpha and Beta Fuel Cell performance in the
              field and will provide for the payment to EFC of $700,000, as set
              forth on Attachment A.

         G.   A list of the EFC's pending Distribution Agreements described in
              Section 2.C. of this Agreement.

         H.   The Parties agree that the agreements described in clauses D
              through F of this Paragraph 13 shall contain Affirmative and
              Negative Covenants on behalf of ECO and EFC. These shall include
              but not be limited to ECO and EFC supplying the financial
              statements described in Paragraph 6, the Affirmative and Negative
              Covenants set forth in Paragraphs 8 and 9 and such other matters
              as the Parties and their respective counsel may reasonably
              require.

         I.   ECO and EFC will provide a statement acknowledging that H Power,
              and H Power will provide a statement that ECO and EFC, have been
              in full compliance with all of the terms and conditions of the
              Operating Agreement since its inception and remain in full
              compliance therewith.

14.  In the event that there is no final NRUCFC action, including Board of
     Directors approval, on the restructuring of ECO's and EFC's existing
     indebtedness to NRUCFC by February 15, 2002, then the $2,100,000 paid upon
     execution of this Agreement shall be returned promptly to H Power. In the
     event that the Parties are unable to reach agreement on the items required
     at Closing, EFC shall retain the $2.1 million paid at the Effective Date
     and the existing terms of the Operating Agreement shall remain in effect
     except as provided in Paragraphs 2 and 3 of this Agreement.



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


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

/s/ H. Frank Gibbard                        /s/ H. Frank Gibbard


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


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

     H Power shall make the following payments to EFC. Notwithstanding the
     foregoing or anything else contained in the Agreement to the contrary, the
     payments to be made by H Power with respect to Sales and Marketing
     Services, Field Services and Test Reporting and Engineering Services shall
     be contingent on the Parties executing definitive support agreements; and
     they agree to diligently work together in good faith to that end.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
                                   EFFECTIVE
                                      DATE        QTR 1-2002     QTR 2-2002     QTR 3-2002    QTR 4-2002
========================================================================================================
<S>                               <C>             <C>            <C>            <C>           <C>
EXCLUSIVE TERRITORY (TO ECO)      $2,100,000
--------------------------------------------------------------------------------------------------------
TRADE SHOWS REIMBURSEMENT                           (*****)                      (*****)
--------------------------------------------------------------------------------------------------------
SALES AND MARKETING SERVICES                        (*****)        (*****)       (*****)       (*****)
--------------------------------------------------------------------------------------------------------
FIELD SERVICES                                      (*****)        (*****)       (*****)       (*****)
--------------------------------------------------------------------------------------------------------
TEST REPT. & ENG. SVCS.                                            (*****)
--------------------------------------------------------------------------------------------------------
SUSTAINABLE FUEL CELL COMM.                                                                    (*****)
========================================================================================================
                      TOTAL       $2,100,000        (*****)        (*****)       (*****)       (*****)
--------------------------------------------------------------------------------------------------------

<CAPTION>

---------------------------------------------------------------------------------------------------------------------
                                   SUB TOTAL      QTR 1-2003     QTR 2-2003    QTR 3-2003   QTR 4-2003      TOTALS
=====================================================================================================================
<S>                               <C>             <C>            <C>           <C>          <C>            <C>
EXCLUSIVE TERRITORY (TO ECO)      $2,100,000                                                               $2,100,000
---------------------------------------------------------------------------------------------------------------------
TRADE SHOWS REIMBURSEMENT           (*****)        (*****)                      (*****)                      $200,000
---------------------------------------------------------------------------------------------------------------------
SALES AND MARKETING SERVICES        (*****)        (*****)        (*****)       (*****)       (*****)      $1,500,000
---------------------------------------------------------------------------------------------------------------------
FIELD SERVICES                      (*****)        (*****)        (*****)       (*****)       (*****)      $1,500,000
---------------------------------------------------------------------------------------------------------------------
TEST REPT. & ENG. SVCS.             (*****)                                                                  $700,000
---------------------------------------------------------------------------------------------------------------------
SUSTAINABLE FUEL CELL COMM.         (*****)                                                                 $1,500000
=====================================================================================================================
                      TOTAL       $5,900,000        (*****)       (*****)       (*****)       (*****)      $7,500,000
---------------------------------------------------------------------------------------------------------------------
</TABLE>







</TEXT>
</DOCUMENT>
