0001144204-06-007197 Sample Contracts

This Value Added Reseller Agreement (“AGREEMENT”) dated May 14, 2004. Between Alternate Energy Corporation (“AEC”) a Canadian corporation having its head office at 3325 North Service Rd. Unit # 105, Burlington, Ontario, Canada and Astris Energi Inc....
Value Added Reseller Agreement • February 21st, 2006 • Astris Energi Inc • Miscellaneous electrical machinery, equipment & supplies • Ontario

Each Party hereto agrees at all times, before and after the termination of this agreement, to assist, and shall cause its officers, directors, employees, representatives, agents and advisors at all times to assist, upon request, a Party who has gained ownership of any intellectual property in accordance with the foregoing, or its designate, at the requesting Party’s expense, to secure the requesting Party’s rights in such intellectual property and any copyrights, patents, trademarks or other intellectual property rights relating thereto in any and all countries. The obligations of the Parties set out in this section shall survive termination of this agreement indefinitely.

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AGREEMENT among ASTRIS ENERGI INC. AND MACNOR CORPORATION AND 2062540 ONTARIO INC. JANUARY 20, 2005
Agreement • February 21st, 2006 • Astris Energi Inc • Miscellaneous electrical machinery, equipment & supplies • Ontario

THIS AGREEMENT made effective as of the second day of January 2005 among ASTRIS ENERGI INC., a corporation incorporated under the laws of Ontario (“AEI”), and MACNOR CORPORATION, a corporation incorporated under the laws of Ontario (“Macnor”) and 2062540 Ontario Inc., a corporation incorporated under the laws of Ontario (“Holdco”).

CONSULTING AGREEMENT
Consulting Agreement • February 21st, 2006 • Astris Energi Inc • Miscellaneous electrical machinery, equipment & supplies

Whereas Liikfam Holdings Inc. (hereinafter “Liikfam”) is in the business of providing strategic management and financial services, and whereas Astris Energi Inc. (hereinafter the “Company”) wishes to contract for these services in connection with the commercialization of its fuel cell technology, the parties hereto agree to the following terms:

Contract
Agreement • February 21st, 2006 • Astris Energi Inc • Miscellaneous electrical machinery, equipment & supplies

PREFACE: The following Agreement is made between the Parties thereof with the primary objective being to provide Astris Energi Inc. with sufficient capital to uphold its obligations under the final joint venture agreement with CareAction Inc. However, it is realized that, in the event CareAction fails to raise its required financing within a reasonable period of time, Astris will need capital to proceed with the finalization and commercialization of the MC250 generator.

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