Exhibit 10.19 CONTRIBUTION AGREEMENT BETWEEN MECHANICAL TECHNOLOGY INCORPORATED, (a New York corporation) AND PLUG POWER, L.L.C., (a Delaware limited liability company) THIS CONTRIBUTION AGREEMENT (this "Agreement") is entered into between Mechanical Technology Incorporated, a New York corporation, and Plug Power, L.L.C., a Delaware limited liability company (the "Company"). This Agreement, the Limited Liability Company Agreement of Plug Power, L.L.C., a Delaware limited liability company (the "Operating Agreement"), and the Contribution Agreement between Edison Development Corporation, a Michigan corporation, and the Company (the "Management Agreement") are entered as of and shall be effective simultaneously with each other as of the close of business on the 27th day of June, 1997 (the "Contribution Date"). RECITALS 1. MTI conducts a business which is engaged in the research and development of technology for fuel cells, primarily as a contractor or subcontractor under government contracts, grants and cooperative agreements ( the "Fuel Cell Business"). 2. For the purpose set forth in Section 2.4 of the Operating Agreement, and as its initial Capital Contribution (as defined in Section 4.1 of the Operating Agreement), MTI wishes to contribute the Fuel Cell Business (except the "Excluded Assets", as defined in Section 1.2 of this Agreement) to the Company and in exchange for MTI's initial Capital Contribution MTI shall become a Class A Member (as defined in Section 1.12 of the Operating Agreement) in the Company and shall receive the number of Shares of Class A Membership Interest in the Company (as set forth on Exhibit A to the Operating Agreement) (the "MTI Shares"). 3. In order to accomplish the foregoing, simultaneously with the execution of this Agreement and the Operating Agreement, MTI and the Company shall enter into the agreements identified in Section 4 below (collectively, the "Other Agreements"). 4. The foregoing contribution of assets by MTI and assumption of liabilities by Company are all subject to the terms and conditions of this Agreement, the Operating Agreement and the Other Agreements. In consideration of the foregoing and the mutual representations, warranties covenants, and agreements contained in this Agreement, MTI and the Company agree as follows: 1. Contribution of Assets by MTI. 1.1 Contribution of Assets. Subject to the terms and conditions of this Agreement, on the Contribution Date, MTI hereby assigns, transfers, and delivers to the Company, as a contribution to the capital of the Company, free and clear of all Liens, except Permitted Liens, all of the assets, properties, and business, (excepting the Excluded Assets) of every kind and description, wherever located, real, personal, or mixed, tangible or intangible, owned, leased or held by MTI, which are necessary for the conduct of the Fuel Cell Business by MTI as the same shall exist on the Contribution Date including all assets and property shown on the Contributed FCB Balance Sheet (and not disposed of in the ordinary course of business) and all assets and property thereafter acquired by MTI in respect of or necessary for the conduct of and used in the Fuel Cell Business immediately prior to the Contribution Date (collectively, the "Assets"), and including, without limitation, all right, title, and interest of MTI in, to, and under: (a) The machinery, equipment, furniture, vehicles, and other tangible property (including, without limitation, maintenance and operating supplies, fuel, and spare parts for such machinery and equipment) listed and described in Schedule 1.1(a) (the "Equipment"); (b) The raw materials, finished goods, work-in-process, supplies, and inventories described in Schedule 1.1(b) (the "Inventory"); (c) All rights of MTI (including, but not limited to, any and all Intellectual Property Rights) in and to the products sold or leased and in and to any products or other Intellectual Property Rights under research or development prior to or on the Contribution Date; (d) All of the rights of MTI under all contracts, arrangements, leases and other agreements identified on Schedule 1.1(d), including, without limitation, any right to receive goods and services, pursuant to such agreements and to assert claims and take other rightful actions in respect of breaches, defaults and other violations of such contracts, arrangements, licenses, leases and other agreements and otherwise; (e) All credits, prepaid expenses, deferred charges, advance payments, security deposits and pre-paid items, listed in Schedule 1.1(e); (f) [Intentionally Omitted] (g) All Intellectual Property Rights and all rights thereunder or in respect thereof primarily relating to or used or held for use in connection with the Fuel Cell Business all of which are listed on Schedule 1.1(g), including, but not limited to, rights to sue for an injunction, damages, and/or other remedies against past, present and future infringements thereof and to collect and retain any damages resulting therefrom for its own use and enjoyment, and rights of priority and protection of interests therein under the laws of any jurisdiction worldwide and all tangible embodiments thereof (together with all Intellectual Property rights included in the other clauses of this Section 1.1, the "Intellectual Property Assets"); (h) All of MTI's right, title, and interest in, to, and under each of the Government Contracts and commercial contracts for research and development of fuel cells listed in Schedule 1.1(h); (i) All books, records, manuals and other materials (in any form or medium), including, without limitation, all records and materials maintained by MTI regarding any of the Assets and, with respect to the Assets and Fuel Cell Business, all price lists, correspondence, mailing lists, lists of customers, photographs, production data, sales and promotional materials and records, purchasing materials and records, manufacturing and quality control records and procedures, blueprints, research and development files, records, data and laboratory books, Intellectual Property disclosures, media materials and plates, accounting records, all files regarding any of the Government Contracts transferred hereunder, and litigation files; (j) To the extent their transfer is permitted by law, all Governmental Approvals, including all applications therefor, required for the conduct of the Fuel Cell Business or the occupancy or use of the Licensed Premises; (k) All rights to causes of action, lawsuits, judgments, claims and demands of any nature available to or being pursued by MTI with respect to the Fuel Cell Business or the ownership, use, function or value of any Asset, whether arising by way of counterclaim or otherwise; (l) All rights, title, and interest of MTI under any agreement with past or present employees or independent contractors of MTI regarding: (i) confidentiality or non-disclosure with respect to the Assets or Fuel Cell Business; (ii) the obligation of such employees or contractors to join in the filing of any patent application as an inventor and/or the obligation to assign to MTI any patent application on which such employee or contractor is named as an inventor; (iii) the obligation to assign and transfer any interest of such employee or contractor in any of the Intellectual Property Rights; and (iv) any restriction on the right of such employee or contractor to use any Intellectual Property Rights or to compete with the Fuel Cell Business. Each such agreement is listed on Schedule 1.1(l); and (m) All guarantees, warranties, indemnities and similar rights in favor of MTI with respect to any Asset. 1.2 Excluded Assets. The Company expressly understands and agrees that there shall be excluded from the Assets those assets and properties of MTI which are necessary for and used in the conduct of the Fuel Cell business as listed on Schedule 1.2. In addition, the Company expressly understand and agrees that there shall be excluded from the Assets any assets, properties and businesses of every kind and description; wherever located; real, personal, or mixed; tangible or intangible; owned, leased or held; or used in the conduct of any business of MTI (including, but not limited to, assets, properties and businesses of MTI's Technology Division) other than the Fuel Cell Business, as the same shall exist on the Contribution Date; any and all intellectual property owned, held or primarily used by MTI in any business other than the Fuel Cell Business (including, but not limited to, use of the name Mechanical Technology Incorporated and all derivatives thereof); any and all cash, including petty cash, or receivables of MTI as of the close of business June 27, 1997, including any reflected on the Contributed FCB Balance Sheet. 1.3 Conveyance Instruments. In order to consummate MTI's contribution of the Assets, MTI has, or will hereafter, execute and deliver, or cause to be executed and delivered, all such documents or instruments of assignment, transfer, or conveyance, in each case dated the Contribution Date (collectively, the "Conveyance Instruments"), as EDC and MTI and their respective counsel shall reasonably deem necessary or appropriate to vest in, confirm title to and/or record the transfer of (in such form as may be required by any Governmental Authority) the Assets to the Company. 1.4 Assumed Liabilities. Subject to the terms and conditions of this Agreement and the Operating Agreement, in reliance on the representations, warranties, covenants, and agreements of the parties contained herein, the Company assumes and agrees to pay, discharge, or fulfill the liabilities and obligations relating to the Fuel Cell Business and listed on Schedule 1.4 (the "Assumed Liabilities"). 1.5 Excluded Liabilities.The Company shall not assume any liabilities, obligations or commitments of MTI relating to or arising out of the operation of the Fuel Cell Business or the ownership of the Assets prior to the Contribution Date other than the Assumed Liabilities (the "Excluded Liabilities"). 1.6 Consent of Third Parties. Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement or any claim, right or benefit arising thereunder or resulting therefrom if an assignment or transfer or an attempt to make such an assignment or transfer without the consent of a third party would constitute a breach or violation thereof or affect adversely the rights of the Company or MTI thereunder; and any transfer or assignment to the Company by MTI of any interest under any such instrument, contract, lease, permit or other agreement or arrangement which requires the consent of a third party shall be made subject to such consent or approval being obtained. In the event any such consent or approval is not obtained on or prior to the Contribution Date, MTI shall continue to use all best efforts to obtain any such approval or consent after the Contribution Date until such time as such consent or approval has been obtained, and MTI will cooperate with the Company in any lawful and economically feasible arrangement to provide that the Company shall receive the interest of MTI in the benefits under any such instrument, contract, lease or permit or other agreement or arrangement, including performance by MTI, as agent, if economically feasible, provided that the Company shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent such liabilities are described as Assumed Liabilities in Schedule 1.4 and which the Company would have assumed if such consent or approval had been obtained. MTI shall cooperate with the Company and shall pay and discharge, and shall indemnify and hold the Company harmless from and against, any and all out-of-pocket costs incurred by MTI in seeking to obtain or obtaining any such consent or approval whether before or after the Contribution Date. Nothing in this Section 1.6 shall be deemed a waiver by the Company of its right to have received on or before the Contribution Date an effective assignment of all of the Assets nor shall this Section 1.6 be deemed to constitute an agreement to exclude from the Assets any assets described under Section 1.1. 2. Events Occurring on the Contribution Date. 2.1 Deliveries by MTI. Simultaneously with the execution of this Agreement, MTI shall execute and agree to be bound by all of the terms and conditions of the Operating Agreement and shall deliver to the Company the following: (a) The Conveyance Instruments to effect the contribution of the Assets to the Company, such Conveyance Instruments to be those reasonably deemed necessary by, and to be in form and substance reasonably satisfactory to counsel for EDC and MTI; (b) A copy of the resolutions of MTI's Board of Directors, certified by its Secretary, authorizing or ratifying its execution and delivery of this Agreement, the Operating Agreement, and the Other Agreements, and the consummation of the transactions contemplated hereby and thereby; (c) All of the Other Agreements to which MTI is a party, duly executed by it. (d) A copy of MTI's certificate of incorporation, a certified copy of its bylaws and other organizational documents; (e) A certificate from the Secretary of State of New York as to MTI's good standing in such state certified as of a date within thirty (30) days of the Contribution Date; (f) An employment agreement with Wayne Huang, and an employment agreement executed by Manmohian Dhar each of which will be agreements to be entered into with the Company and in the form and substance of the agreements attached in Schedule 2.1(f); (g) The executed counterpart copies of all Consents and Govern- mental Approvals set forth in Schedule 3.1(c); (h) The opinion of counsel for MTI, dated the Contribution Date, in form and substance reasonably satisfactory to EDC's counsel; (i) All other previously undelivered items required to be delivered by MTI at or prior to the Contribution Date pursuant to the terms of this Agreement, the Operating Agreement, and the Other Agreements. 2.2 Deliveries by the Company. (a) Copy of filed Certificate of Formation of the Company; (b) Execution copies of the Limited Liability Company Agreement of Plug Power, LLC, a Delaware limited liability company, dated the Contribution Date; (c) Executed copy of the Contribution Agreement between the Company and EDC; (d) Execution copies of the Distribution Agreement between EDC and the Company; and (e) A transition services agreement between MTI and the Company. 2.3 Effect of Contributions. In exchange for its initial Capital Contribution, as defined in Section 4.1 of the Operating Agreement, (i) MTI shall become a Class A Member (as defined in Section 1.12 of the Operating Agreement) in the Company pursuant to the terms of the Operating Agreement; (ii) MTI will receive the Shares; and (iii) the Capital Account of MTI will be credited with such amount set forth beside its name on Exhibit A to the Operating Agreement. Such Class A Membership Interest and Capital Account shall be subject to adjustment as provided under Section 4.7 of the Operating Agreement. 3. Representations and Warranties. 3.1 Representations and Warranties of MTI. MTI represents and warrants to the Company as follows: (a) Authorization, etc. MTI has the corporate power and authority to execute and deliver this Agreement and each of the Other Agreements to which it is a party and to fully perform its obligations and consummate the transactions contemplated thereby. The execution and delivery by MTI of this Agreement and the Other Agreements, and the consummation of the transactions contemplated by this Agreement, have been duly authorized by all requisite corporate action. This Agreement, together with all other obligations of MTI hereunder, constitutes the valid and legally binding obligation of MTI, enforceable in accordance with its terms. (b) Corporate Status. (i) MTI is a corporation duly organized, validly existing and in good standing under the laws of the State of New York with full corporate power and authority to carry on the Fuel Cell Business and to own or lease and operate the properties as and in the places where such business is conducted and such properties are owned, leased or operated. (ii) MTI is duly qualified or licensed to do business and is in good standing in each of the jurisdictions specified in Schedule 3.1(b)(ii), which are the only jurisdictions in which the operation of the Fuel Cell business or the character of the properties owned, leased or operated by MTI in connection with the Fuel Cell Business makes such qualification or licensing necessary. (iii)MTI has delivered to the Company complete and correct copies of its certificate of incorporation and by-laws or other organizational documents, in each case, as amended and in effect on the date hereof. MTI is not in violation of any of the provisions of its certificate of incorporation or by-laws or other organizational documents. (c) No Conflicts. The execution, delivery and performance by MTI of this Agreement and the consummation of the transactions contemplated hereby, do not and will not conflict with or result in a violation of or a default under (with or without the giving of notice of the lapse of time or both) (i) any Applicable Law applicable to MTI or any of the Assets, (ii) the certificate of incorporation or by-laws or other organizational documents of MTI or (iii) except as specifically set forth in Schedule 3.1(c) and except for any conflict which would cause no material adverse affect on the Company (any conflict which would affect the transfer of the Assets shall be deemed material), any Contract or other contract, agreement or other instrument to which MTI or any of its Affiliates is a party or by which MTI or any of its properties or assets, including, but not limited to the Assets, may be bound or affected. Except as specified in Schedule 3.1(c), no Governmental Approval or other Consent is required to be obtained or made by MTI in connection with the execution and delivery of this Agreement or the Other Agreements or the consummation of the transactions contemplated thereby. (d) Financial Statements. MTI has delivered to the Company a pro forma balance sheet for the Fuel Cell Business as of May 23, 1997 (the "Preliminary Contributed FCB Balance Sheet"), a copy of which is attached as Schedule 3.1(d). Within ten (10) days after the Contribution Date, MTI will deliver to the Company a pro forma balance sheet for the Fuel Cell Business (excluding the Excluded Assets and Excluded Liabilities) as of the Contribution Date (the "Contributed FCB Balance Sheet"); (the Preliminary Contributed FCB Balance Sheet and the Contributed FCB Balance Sheet are the "Financial Statements"). The Financial Statements fairly present the financial condition and results of operations of the Fuel Cell Business for the period and as of the dates stated therein. The Total Liabilities reflected on the Contributed FCB Balance Sheet shall not exceed by more than $25,000 the total amount of the Assumed Liabilities shown on Schedule 1.4. (e) Absence of Undisclosed Liabilities. MTI has no Knowledge of any liabilities or obligations of any nature, absolute, accrued, contingent or otherwise and whether due or to become due, arising out of or relating to the Fuel Cell Business, except (a) as set forth in Schedule 3.1(e), (b) as and to the extent disclosed or reserved against in the Contributed FCB Balance Sheet and (c) for liabilities and obligations that (i) individually and in the aggregate are not material to the Fuel Cell Business and have not had or resulted in, and will not have or result in, a material adverse effect on the Fuel Cell Business or Assets. (f) Taxes. (i) MTI has duly and timely filed all Tax Returns affecting the Fuel Cell Business with respect to Taxes required to be filed on or before the Contribution Date ("Covered Returns"). Except for Taxes set forth on Schedule 3.1(f)(i), which are being contested in good faith and by appropriate proceedings, the following Taxes have been duly and timely paid: (1) all Taxes shown to be due on the Tax Returns, (2) all deficiencies and assessments of Taxes of which notice has been received by MTI that are or may become payable by the Company or chargeable as a lien upon the Fuel Cell Business, and (3) all other Taxes due and payable as of the Contribution Date for which neither filing of Tax Returns nor notice of deficiency or assessment is required, of which MTI has Knowledge that may become payable by the Company or chargeable as a lien upon the Fuel Cell Business. All Taxes required to be withheld by or on behalf of MTI in connection with amounts paid or owing to any employee, independent contractor, creditor or other party with respect to the Fuel Cell Business ("Withholding Taxes") have been withheld, and such withheld taxes have either been duly and timely paid to the proper Governmental Authorities or set aside in accounts for such purpose. (ii) Except as set forth on Schedule 3.1(f)(ii), no agreement or other document extending, or having the effect of extending, the period of assessment or collection of any Taxes or Withholding Taxes, and no power of attorney with respect to any such Taxes, has been filed with the IRS or any other Governmental Authority. (iii)Except as set forth on Schedule 3.1(f)(iii), (1) there are no Taxes or Withholding Taxes asserted in writing by any Governmental Authority to be due and (2) no issue has been raised in writing by any Governmental Authority during the course of any audit with respect to Taxes or Withholding Taxes. Except as set forth on Schedule 3.1(f)(iii), no Taxes and no Withholding Taxes are currently under audit by any Governmental Authority. Except as set forth on Schedule 3.1(f)(iii), neither the IRS nor any other Governmental Authority is now asserting or, to the best knowledge of MTI, threatening to assert against MTI any deficiency or claim for additional Taxes or any adjustment of Taxes that would, if paid by the Company, have an adverse effect on the Fuel Cell Business or the Assets, and there is no reasonable basis for any such assertion of which MTI is or reasonably should be aware. (iv) Except as set forth on Schedule 3.1(f)(iv), there is no litigation or administrative appeal pending or, to the best knowledge of MTI, threatened against or relating to MTI in connection with Covered Taxes. (g) Absence of Changes. Except as set forth in Schedule 3.1(g), since May 23, 1997, MTI has conducted the Fuel Cell Business only in the ordinary course consistent with prior practice and has not, on behalf of, in connection with or relating to the Fuel Cell Business or the Assets: (i) suffered any adverse effect; (ii) to MTI's Knowledge incurred any obligation or liability, absolute, accrued, contingent or otherwise, whether due or to become due, except current liabilities for trade or business obligations incurred in connection with the purchase of goods or services in the ordinary course of business consistent with prior practice; (iii)discharged or satisfied any Lien other than those then required to be discharged or satisfied, or paid any obligation or liability, absolute, accrued, contingent or otherwise, whether due or to become due, other than current liabilities incurred since the date thereof in the ordinary course of business consistent with prior practice; (iv) mortgaged, pledged or subjected to Lien, any property, business or assets, tangible or intangible, held in connection with the Fuel Cell Business; (v) sold, transferred, leased to others or otherwise disposed of any of the Assets (except in the ordinary course of business), or cancelled or compromised any debt or claim, or waived or released any right of substantial value; (vi) received any notice of termination of any contract, lease or other agreement or suffered any damage, destruction or loss (whether or not covered by insurance); (vii)transferred or granted any rights under, or entered into any settlement regarding the breach or infringement of, any Intellectual Property, or modified any existing rights with respect thereto, other than as set forth in this Agreement; (viii)made any change in the rate of compensation, commission, bonus or other direct or indirect remuneration payable, or paid or agreed or orally promised to pay, conditionally or otherwise, any bonus, incentive, retention or other compensation, retirement, welfare, fringe or severance benefit or vacation pay, to or in respect of any shareholder, director, officer, employee, salesman, distributor or agent of MTI relating to the Fuel Cell Business; (ix) encountered any labor union organizing activity, had any actual or threatened employee strikes, work stoppages, slowdowns or lockouts, or had any material change in its relations with its employees, agents, customers or suppliers; (x) made any purchase commitment in excess of the normal, ordinary and usual requirements of the Fuel Cell Business or at any price in excess of the then current market price or upon terms and conditions more onerous than those usual and customary in the industry, or made any change in its selling, pricing, advertising or personnel practices inconsistent with its prior practice and prudent business practices prevailing in the industry; (xi) made any capital expenditures or capital additions or improvements in excess of an aggregate of $10,000; (xii)instituted, settled or agreed to settle any litiga- tion, action or proceeding before any court or governmental body which may affect the Fuel Cell Business or the Assets other than in the ordinary course of business consistent with past practices but not in any case involving amounts in excess of $10,000; (xiii)entered into any transaction, contract or commitment in the ordinary course of business or paid or agreed to pay any legal, accounting, brokerage, finder's fee, Taxes or other expenses in connection with, or incurred any severance pay obligations by reason of this Agreement or the transactions contemplated hereby, except as otherwise provided in this Agreement; or (ix) to MTI's Knowledge, taken any action or omitted to take any action that would result in the occurrence of any of the foregoing. (h) Litigation. Except as set forth on Schedule 3.1(h), there is no action, claim, demand, suit, proceeding, arbitration, grievance, citation, summons, subpoena, inquiry or investigation of any nature, civil, criminal, regulatory or otherwise, in law or in equity pending or threatened against or relating to the Assets or the Fuel Cell Business or against or relating to the transactions contemplated by this Agreement, and MTI does not have Knowledge of any basis for the same. Except as set forth in such Schedule 3.1(h), no citations, fines or penalties have been asserted against MTI with respect to the Division under any Environmental Law or any federal, state or local law relating to occupational health or safety. (i) Compliance with Laws; Governmental Approvals and Consents; Governmental Contracts. (i) Except as disclosed in Schedule 3.1(i)(i), MTI has complied in all material respects with all Applicable Laws applicable to the Fuel Cell Business or the Assets, and MTI has not received any notice alleging any such conflict, violation, breach or default. (ii) Schedule 3.1(i)(ii) sets forth all Governmental Approvals and other Consents necessary for, or otherwise material to, the conduct of the Fuel Cell Business. Except as set forth in Schedule 3.1(i)(ii), all such Governmental Approvals and Consents have been duly obtained and are in full force and effect, and MTI is in compliance with each of such Governmental Approvals and Consents held by it with respect to the Assets and the Fuel Cell Business. (iii)Schedule 3.1(i)(iii) sets forth all Government Contracts. (iv) Except as set forth in Schedule 3.1(iv)(iv), to MTI's Knowledge as of the Contribution Date, there are no proposed laws, rules, regulations, ordinances, orders, judg- ments, decrees, governmental takings, condemnations or other proceedings which would be applicable to the business, operations or properties of the Fuel Cell Business and which might adversely affect the properties, assets, liabilities, operations or prospects of the Fuel Cell Business, either before or after the Contribution Date. (j) Operation of the Fuel Cell Business. Except as set forth in Schedule 3.1(j), (i) MTI has conducted the Fuel Cell Business only through MTI and not through any direct or indirect subsidiary or affiliate of MTI and (ii) no part of the Fuel Cell Business is operated by MTI through any entity other than MTI. (k) Assets. Except as disclosed in Schedule 3.1(k), MTI has good title to all the Assets free and clear of any and all Liens other than Permitted Liens. The Assets, together with the services and arrangements described in Section 4, comprise all assets and services necessary for the continued conduct of the Fuel Cell Business by the Company as now being conducted. The Assets, taken as a whole, constitute all the properties and assets relating to or used or held for use in connection with the Fuel Cell Business during the past twelve months (except cash disposed of, accounts receivable collected, prepaid expenses realized, Contracts fully performed, properties or assets replaced by equivalent or superior properties or assets, in each case in the ordinary course of business, employees not hired by the Company, the Excluded Assets, and those services which the Company has the right to receive from MTI under the Services Agreement). Except for Excluded Assets, there are no assets or properties used in the operation of the Fuel Cell Business and owned by any Person other than MTI that will not be leased or licensed to the Company under valid, current leases or license arrangements. The Assets are in all material respects adequate for the purposes for which such assets are currently used or are held for use, and are in reasonably good repair and operating condition (subject to normal wear and tear) and, to the Knowledge of MTI, there are no facts or conditions affecting the Fuel Cell Business or the Assets which could, individually or in the aggregate, interfere in any material respect with the conduct of the Fuel Cell Business. (l) Contracts. (i) Schedule 3.1(l)(i) contains a complete and correct list of all agreements, contracts, commitments and other instruments and arrangements (whether written or oral) of the types described below (1) by which any of the Assets are bound or affected or (2) to which MTI is a party or by which it is bound that affects the Fuel Cell Business or the Assets (the "Contracts"): (1) licenses, permits, Governmental Approvals, and other contracts concerning or relating to the Licensed Premises; (2) employment, consulting, agency, collective bargaining or other similar contracts, agreements, and other instruments and arrangements relating to or for the benefit of current, future or former employees or inventors, officers, directors, sales representatives, distributors, dealers, agents, independent contractors or consultants; (3) loan agreements, indentures, letters of credit, mortgages, security agreements, pledge agreements, deeds of trust and instruments relating to the borrowing of money or obtaining of or extension of credit; (4) licenses, licensing arrangements and other contracts providing in whole or in part for the use of, or limiting the use of, any of the Intellectual Property Rights; (5) notifications, requests for bid, proposals, awards, contracts, and grants under which MTI has or may have rights to obligations; (6) joint venture, partnership and similar contracts involving a sharing of profits or expenses (including, but not limited to, joint research and de- velopment and joint marketing contracts); (7) asset purchase agreements and other acquisition or divestiture agreements, including, but not limited to, any agreements relating to the sale, lease or disposal of any Assets (other than sale of inventory in the ordinary course of business) or involving continuing indemnity or other obligations; (8) orders and other contracts for the purchase or sale of materials, supplies, products or services, each of which involves aggregate payments in excess of $10,000 in the case of purchases or $10,000 in the case of sales; (9) contracts with respect to which the aggregate amount that could reasonably expected to be paid or received thereunder in the future exceeds $10,000 per annum or $30,000 in the aggregate; (10)sales agency, manufacturer's representa- tive, marketing or distributorship agreements; (11)contracts, agreements or arrangements with respect to the representation of the Fuel Cell Business in foreign countries; and (12)master lease agreements providing for the leasing of personal property primarily used in, or held for use primarily in connection with, the Fuel Cell Business. (ii) MTI has delivered to the Company complete and correct copies of all written Contracts, together with all amendments thereto, and accurate descriptions of all material terms of all oral Contracts, set forth or required to be set forth in Schedule 3.1(l)(i). (iii)All Contracts are in full force and effect and enforceable against each party thereto. There does not exist under any Contract any event of default or event or condition that, after notice or lapse of time or both, would constitute a violation, breach or event of default thereunder on the part of MTI or, to the Knowledge of MTI, any other party thereto except as set forth in Schedule 3.1(l)(iii). Except as set forth in Schedule 3.1(l)(iii), no consent of any third party is required under any Contract as a result of or in connection with, and the enforceability of any Contract will not be affected in any manner by, the execution, delivery and performance of this Agreement or any of the Other Agreements or the consummation of the transactions contemplated thereby. (iv) MTI has no outstanding power of attorney relating to the Fuel Cell Business. (m) Territorial Restrictions. Except as set forth in Schedule 1.1(m), MTI is not restricted by any written agreement or understanding with any other Person from carrying on the Fuel Cell Business anywhere in the world. The Company, solely as a result of its receipt of MTI's contribution of the Fuel Cell Business pursuant to this Agreement or by its assumption of the Assumed Liabilities, will not become restricted in carrying on any business anywhere in the world. (n) Inventories. All Inventories are of good, usable and merchantable quality. (o) Suppliers; Raw Materials. Schedule 3.1(o) sets forth (i) the names and addresses of all suppliers from which the Fuel Cell Business ordered raw materials, supplies, merchandise and other goods and services with an aggregate purchase price for each such supplier of $100 or more during the twelve month period ended May 31, 1997 and (ii) the amount for which each such supplier invoiced the Fuel Cell Business during such period. MTI has not received any notice or has any reason to believe that there has been any material adverse change in the price of such raw materials, supplies, merchandise or other goods or services, or that any such supplier will not sell raw materials, supplies, merchandise and other goods to the Company at any time after the Contribution Date on the terms and conditions similar to those used in its current sales to the Fuel Cell Business, subject to general and customary price increases. To the best knowledge of MTI, no supplier of the Fuel Cell Business described in clause (i) of the first sentence of this Section 3.1(o) has otherwise threatened to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this Agreement or the Other Agreements. (p) Government Contracts. (i) Government Contracts. Schedule 3.1(i)(iii) identifies all contracts, grants, cooperative agreements, awards, proposals, requests to bid, notification of opportunity to bid, or other arrangements in which MTI is either a prime contractor, subcontractor, grantee, awardee, bidder, or prospective bidder or any such arrangement between MTI and its subcontractors for any Government Contract relating to the Fuel Cell Business ("Government Contracts"). Except for explicit references to sections of the applicable agency acquisition regulations, or Federal Acquisition Regulations, none of the Government Contracts is subject to any "implied" clauses or other understandings which modify, extend or limit the contract in any way. (ii) Patent Rights. MTI has or will, upon the receipt of the Consents, have the authority and ability to assign to the Company all patent rights accrued as a result of its performance under the Government Contracts ("MTI Patent Rights"). (iii)Exceptions to Patent Rights. Except as noted on Schedule 3.1(p)(ii), MTI has complied with all applicable agency policies and contract procedures necessary to secure in itself the right to file patent applications for the MTI Patent Rights. MTI shall, within sixty (60) days of the date of this Agreement, secure in itself the right to file patent applications for MTI Patent Rights which it has not yet secured in itself. MTI shall assign such patent rights solely to the Company within ten (10) days of securing such rights. (iv) Third Party and Government Rights. Except in the case of the Government Contracts set out on Schedule 3.1(p)(iv), no other party has a license, whether express or implied, to use the MTI Patent Rights. In the case of the Government Contracts set out on Schedule 3.1(p)(iv), the parties to each such contract, including the United States government, have only a non-exclusive, perpetual, non- assignable, license to use the MTI Patent Rights, as of the date of this Agreement. (v) March In Rights. MTI has complied with its obligations set out in the Government Contracts and otherwise required by 35 U.S.C. 203, to prevent the relevant Federal agency from requiring the assignment of the MTI Patent Rights to any other party, including a signatory to the applicable Government Contract. (q) Absence of Certain Fuel Cell Business Practices. To MTI's Knowledge, neither MTI, nor any officer, employee or agent of MTI, or any other person acting on MTI's behalf, has, directly or indirectly, within the past five years given or agreed to give any gift or similar benefit to any customer, supplier, governmental employee or other person who is or may be in a position to help or hinder the Fuel Cell Business (or assist MTI in connection with any actual or proposed transaction relating to the Fuel Cell Business) (i) which subjected or might have subjected MTI to any damage or penalty in any civil, criminal or governmental litigation or proceeding, (ii) which if not given in the past, might have had an adverse effect on the Fuel Cell Business or MTI, (iii) which if not continued in the future, might have an adverse effect on the Fuel Cell Business or the Assets or subject the Fuel Cell Business or the Company to suit or penalty in any private or governmental litigation or proceeding, (iv) for any of the purposes described in Section 162(c) of the Code or (v) for the purpose of establishing or maintaining any concealed fund or concealed bank account. (r) Intellectual Property Rights. (i) MTI owns, or is licensed or otherwise possesses legally enforceable and sufficient rights to use the Intellectual Property Rights. Schedule 3.1(r)(i) lists all current and past (lapsed, expired, abandoned or cancelled) patents, registered and material unregistered copyrights, trade marks, service marks, trade names and any applications therefor that are necessary for the conduct of the Fuel Cell Business and specifies the jurisdictions in which each such Intellectual Property Right has been issued or registered or in which an application for such issuance and registration has been filed, including the respective registration or application numbers and the names of all registered owners. Schedule 3.1(r)(i) lists (1) any requests MTI has received to make any registration of the type referred to in the immediately preceding sentence, including the identity of the requestor and the item requested to be so registered, and the jurisdiction for which such request has been made; (2) all licenses, sublicenses and other agreements (written or oral) as to which MTI is a party and pursuant to which any person is authorized to use any Intellectual Property Right, or any trade secret material of the Fuel Cell Business, and includes the identity of all parties thereof, a description of the nature and subject matter thereof, the applicable royalty and the term thereof; and (3) all licenses, sublicenses, and other agreements (written or oral) as to which MTI is a party and pursuant to which MTI is authorized to use any intellectual property rights in MTI's conduct of the Fuel Cell Business ("Third Party Intellectual Property Rights"),or other trade secret of a third party in or as to any product, and includes the identity of all parties thereto, a description of the nature and subject matter thereof, the applicable royalty and the term thereof. MTI is not party to any oral license, sublicense or agreement which, if reduced to written form, would be required to be listed in Schedule 3.1(r)(i). (ii) Except as otherwise provided in this Agreement or as set forth in Schedule 3.1(r)(ii), MTI is not, nor will it be as a result of the execution and delivery of this Agreement or the performance of its obligations hereunder, in violation of any license, sublicense, or agreement described in Schedule 3.1(r)(i). No claims with respect to the Intellectual Property Rights, or Third Party Intellectual Property Rights, to the extent arising out of any use, reproduction or distribution of such Third Party Intellectual Property Rights by or through MTI, are currently pending or, to the Knowledge of MTI are threatened by any Person, nor does MTI have Knowledge of any valid grounds for any such claims that are bona fide (1) to the effect that the manufacture, sale, licensing or use of any product as now used, sold or licensed or proposed for use, sale or license by MTI infringes on any copyright, patent, trademark, service mark or trade secret; (2) against the use by MTI of any of the Intellectual Property Rights; (3) challenging the ownership, validity or effectiveness of any of the Intellectual Property Rights or other trade secret material to the Fuel Cell Business; or (4) challenging the license or legally enforceable right to use any of the Third Party Intellectual Property Rights. To the Knowledge of MTI, all patents, registered trademarks, trade names and copyrights held by MTI are valid and subsisting. Except as set forth in Schedule 3.1(r)(ii), to the Knowledge of MTI, there is no material unauthorized use, infringement or misappropriation of any of the Intellectual Property Rights by any third party, including any employee or former employee of MTI. (iii)Except as set forth in Schedule 3.1(r)(iii), MTI (1) has not been sued, charged in writing, or otherwise notified of any claim that any of the Intellectual Property Rights infringe any other Person's trade secrets, patents, trademarks, service marks, trade names or copyrights and which has not been finally terminated prior to the date hereof, nor has MTI been informed or notified by any third party that MTI's use of any of the Intellectual Property Rights and/or operation of the Fuel Cell business may constitute such an infringement and (2) has no Knowledge of any infringement liability with respect to, or infringement by MTI in its conduct of the Fuel Cell Business of any trade secret, patent, trademark, service mark, trade names or copyright of another. (iv) Employee Restrictions. To MTI's Knowledge none of MTI's employees (past or present, full or part-time) involved in MTI's conduct of the Fuel Cell Business is obligated under any contract or contracts ((including licenses, agreements, covenants and other commitments of any nature), or is subject to any order, writ, judgment, injunction, decree, determination or award of any court, administrative agency or other tribunal, that restricts the employee's activities on behalf of MTI's conduct of the Fuel Cell Business or interferes with the use of such employee's best efforts to promote the interests of MTI in the conduct of the Fuel Cell Business. (v) Confidential Information. MTI has not disclosed any information of a proprietary or confidential nature relating to its business, products, technology or financial condition to any person or entity, except as described in Schedule 3.1(r)(v). (s) Insurance. Schedule 3.1(s) contains a complete and correct list and summary description of all insurance policies maintained by MTI for the benefit of or in connection with the Assets or the Fuel Cell Business. MTI has delivered to the Company complete and correct copies of all such policies together with all riders and amendments thereto. Such policies are in full force and effect, and all premiums due thereon have been paid. MTI has complied in all material respects with the terms and provisions of such policies. The insurance overage provided by such policies is adequate and customary for the Fuel Cell Business. Schedule 3.1(s) sets out all claims made by MTI under any policy of insurance during the past two years with respect to the Fuel Cell Business and in the opinion of MTI reasonably formed and held, there is no basis on which a claim should or could be made under any such policy with respect to it. (t) Licensed Premises. MTI is the owner of the real property in which the Licensed Premises are located (the "Property"). MTI's license under the Services Agreement to the Company of the Licensed Premises does not violate or conflict with any instrument of record or agreement affecting the Property. MTI has no Knowledge of any eminent domain or similar proceedings against the Property which could adversely affect the Company's use or occupancy of the Licensed Premises during the term of the license. There are no defaults by MTI under any mortgage on the Property which could give rise to the mortgagee's foreclosure on the Property or give rights to any mortgagee to disturb the Company's use or occupancy of the Licensed Premises during the term of the license. (u) Environmental Matters. (i) Permits. All Environmental Permits necessary for the conduct of the Fuel Cell Business are identified Schedule 3.1(u)(i), and MTI currently holds all such En- vironmental Permits, and all such Environmental Permits to the extent permitted by law shall be validly transferred to the Company on the Contribution Date. MTI has not been notified by any relevant Governmental Authority that any such Environmental Permit will be modified, suspended, cancelled or revoked, or cannot be renewed in the ordinary course of business. (ii) No Violations. MTI has complied in all material respects with all Environmental Permits and all applicable Environmental Laws pertaining to the Licensed Premises and MTI's conduct of the Fuel Cell Business. No Person has alleged any violation by MTI of any such Environmental Permits or any applicable Environmental Law relating to MTI's conduct of the Fuel Cell Business. (iii)No Actions. Except as set forth in Schedule 3.1(u)(iii), MTI has not caused or taken any action that has resulted or may result in any liability or obligation relating to (1) the environmental conditions on, under, or about the Licensed Premises, the Assets or other properties or assets owned, leased or used by MTI in connection with and necessary for the conduct of the Fuel Cell Business, or (2) the past or present use, management, handling, transport, treatment, generation, storage or Release of any Hazardous Substances, except for any such liabilities and obligations that, individually and in the aggregate, are not material to the Fuel Cell Business and have not had or resulted in, and will not have or result in, any material adverse effect on the Fuel Cell Business. (iv) Other. Except as set forth in Schedule 3.1(u)(iv): (1) MTI has not transported or arranged for transportation (directly or indirectly) of any Hazardous Substances relating to the Fuel Cell Business to any location that is, listed or proposed for listing under CERCLA, or on any similar state list, or the subject of federal, state or local enforcement actions or investigations or Remedial Action; and (2) no work, repair, construction or capital expenditure is required or planned in respect of the Assets or the Licensed Premises pursuant to or to comply with any Environmental Law, nor has MTI received any notice of any such requirement, except for such work, repair, construction or capital expenditure as is not material to the Fuel Cell Business and is in the ordinary course of business. (v) Full Disclosure. MTI has disclosed and made available to the Company, all information, including, without limitation, all studies, analyses and test results, in the possession, custody or control of MTI relating to Hazardous Substances used, managed, handled, transported, treated, generated, stored or Released by MTI or any other Person at any time on the Licensed Premises, or otherwise in connection with the use or operation of the properties or assets used in or held for use in connection with the Fuel Cell Business. (v) Employees, Labor Matters, etc. MTI is not a party to or bound by any collective bargaining agreement and there are no labor unions or other organizations representing, purporting to represent or attempting to represent any employees employed in the operation of the Fuel Cell Business. Schedule 3.1(v) contains a list of all employees of MTI that work for or in the Fuel Cell Business, along with the position and the annual rate of compensation of each such person. Each such employee, as well as any other person who was involved in the development or creation of MTI's Intellectual property Rights, has entered into a confidentiality and assignment of inventions agreement with MTI, a copy of which has previously been delivered to the Company. Except as set forth in Schedule 3.1(v), to the Knowledge of MTI, no key employee or group of employees employed by MTI in the Fuel Cell Business has any plans to terminate employment with MTI. MTI has complied in all material respects with all provisions of Applicable Law pertaining to the employment of the employees of the Fuel Cell Business, including, without limitation, all such Laws relating to labor relations, equal employment, fair employment practices, entitlements, prohibited discrimination or other similar employment practices or acts, except for any failure or failures to comply that, individually or together with all such other failures, has not and will not result in a material liability or obligation on the part of the Fuel Cell Business, and has not had or resulted in, and will not have or result in, an adverse effect on the Fuel Cell Business. (w) Employee Benefit Plans. Schedule 3.1(w) lists each pension, retirement , profit sharing, deferred compensation, bonus or other incentive plan, or other employee benefit program, arrangement, agreement or understanding, or medical, vision, dental or other health plan, or life insurance or disability plan, or any other employee benefit plan, including, without limitation, any "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), to which MTI contributes or is a party or is bound or under which it may have liability and under which employees or former employees of the Fuel Cell Business (or their beneficiaries) are eligible to participate or derive a benefit ("Employee Benefit Plans'). MTI has delivered to the Company true, correct and complete copies of all Employee Benefit Plans. (x) Confidentiality. Except as set forth on Schedule 3.1(x), MTI has taken all steps necessary to preserve the confidential nature of all material confidential information (including, without limitation, any proprietary information) with respect to the Fuel Cell Business, including, but not limited to, the manufacturing or marketing of any of the Fuel Cell Business products or services. (y) No Guarantees. Except as set forth on Schedule 3.1(y), none of the obligations or liabilities of the Fuel Cell Business or of MTI incurred in connection with the operation of the Fuel Cell Business is guaranteed by or subject to a similar contingent obligation of any other Person. MTI has not guaranteed or become subject to a similar contingent obligation in respect of the obligations or liabilities of any other Person. There are no outstanding letters of credit, surety bonds or similar instruments of MTI or any of its Affiliates in connection with the Fuel Cell Business or the Assets. (z) Disclosure. No representation or warranty made by MTI in this Agreement nor any statement or certificate furnished or to be furnished by MTI to the Company or its representatives in connection with or pursuant to this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state any material fact required to make the statements not misleading. There is no fact (other than matters of a general economic or political nature which do not affect the Fuel Cell Business uniquely) known to MTI that has not been disclosed by MTI to the Company that might reasonably be expected to have or result in a material adverse effect on the Fuel Cell Business. (aa) Contract Payments. MTI has not received any prepay- ments or advances under any Contract or Government Contract. 4. Related Transactions. 4.1 Other Agreements. Contemporaneously with the execution of this Agreement and the Operating Agreement, MTI and the Company shall enter into the following agreements: (a) A Distribution Agreement in the form attached as Schedule 4.1(a). (b) A Services Agreement in the form attached as Schedule 4.1(b). 5. Covenants of MTI. 5.1 Information Retention. Other than the books and records of MTI and the Fuel Cell Business contributed to the Company hereunder, MTI will retain all books and records relating to the Fuel Cell Business in accordance with MTI's record retention policies as presently in effect. During the three (3) year period beginning on the Contribution Date, MTI shall not dispose of or permit the disposal of any such books and records not required to be retained under such policies without first giving 60 days' prior written notice to the Company offering to surrender the same to the Company at the Company's expense. 5.2 [Intentionally Omitted.] 5.3 Liability for Transfer Taxes. MTI shall be responsible for the timely payment of, and shall indemnify and hold harmless the Company against, all sales, use, value added, documentary, stamp, gross receipts, registration, transfer, conveyance, excise, recording, license and other similar Taxes and fees ("Transfer Taxes"), arising out of or in connection with or attributable to the transactions effected pursuant to this Agreement. MTI shall prepare and timely file all Tax Returns required to be filed in respect of Transfer Taxes, provided that the Company shall be permitted to prepare any such Tax Returns that are the primary responsibility of the Company under applicable law. The Company's preparation of any such Tax Returns shall be subject to MTI's approval, which approval shall not be withheld unreasonably. 5.4 Certificates of Tax Authorities. MTI shall provide to the Company copies of certificate from the appropriate taxing authority for which the Company could have liability to withhold or pay Taxes with respect to the transfer of the Assets or the Fuel Cell Business within _______ days following the Contribution Date. 5.5 Confidentiality. MTI will treat and hold as such all of the Confidential Information, refrain from using any of the Confidential Information except in connection with this Agreement, and deliver promptly to the Company or destroy, at the request and option of the Company, all tangible embodiments (and all copies) of the Confidential Information which are in its possession. In the event that MTI is requested or required (by oral question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand, or similar process) to disclose any Confidential Information, MTI will notify the Company promptly of the request or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 5.5. If in the absence of a protective order or the receipt of a waiver hereunder, MTI is, on the advice of counsel, compelled to disclose any Confidential Information to any tribunal, MTI may disclose the Confidential Information to the tribunal. 5.6 Covenant Not to Compete. For a period of three (3) years from and after the Contribution Date, MTI will not engage directly or indirectly in any business previously or presently (as of the Contribution Date) conducted by the Fuel Cell Business in the United States; provided, however, that no owner of less than 5% of the outstanding stock of any publicly traded corporation shall be deemed to engage solely by reason thereof in any of such publicly trade company's businesses. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 5.6 is invalid or unenforceable, the Parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed. This covenant shall not prevent MTI from performance under the Distribution Agreement described in Section 2.2(d) or conduct of any further research and development under the NYSERDA contract regarding the hybrid electrical vehicle, an Excluded Asset. 6. Indemnification. 6.1 By MTI. (a) MTI - Indemnity for Breach of Representations, Warranties, Covenants and Agreements. MTI agrees to indemnify, defend and hold harmless the Company from and against all Losses which may be incurred by the Company arising out of any breach by MTI of any of MTI's representations warranties, covenants or agreements made in this Agreement, the Schedules attached hereto or any document or instrument delivered in connection with the transactions contemplated hereby. The maximum liability of MTI to the Company under this Section 6.1 for breaches of MTI's representations and warranties in Section 3 shall be limited to the total amount of Capital Contributions made by EDC to the Company under Article 4 of the Operating Agreement. (b) MTI - Indemnity for Excluded Liabilities. MTI agrees to indemnify, defend and hold harmless the Company from and against all Losses which may be incurred by the Company with respect to or arising out of any of the Excluded Liabilities. There shall be no limitation of either time or amount on MTI's obligation to indemnify, defend and hold harmless the Company under this Section 6.1(b). 6.2 By Company. The Company agrees to indemnify MTI with respect to any and all claims, losses, liabilities, costs and expenses (including attorneys' fees and reimbursable expenses) which may be reasonably incurred by MTI arising out of any breach by the Company of any of its representations, warranties, covenants or agreements made in this Agreement, the Schedules hereto or any document or instrument delivered in connection with the transactions contemplated hereby or arising out of any of the Assumed Liabilities. 6.3 Notice and Defense of Claims. A party claiming indemnification under this Section 6 (the "Asserting Party") must promptly notify in writing the party from which indemnification is sought (the "Defending Party") of the nature and basis of such claim for indemnification. If such claim relates to a claim, litigation or other action by a third party against the Asserting Party, or any fixed or contingent liability to a third party (a "Third Party Claim"), the Defending Party may elect to assume the defense of the Third Party claim at its own expense with counsel selected by the Defending Party. The Defending Party may not assume the defense if the named parties to the Third Party Claim (including any impleaded parties) include both the Defending Party and the Asserting Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, in which case the Asserting Party shall have the right to defend the Third Party Claim and to employ counsel approved by the Defending Party at the expense of the Defending Party. If the Defending Party assumes the defense of the Third Party Claim, the Defending Party shall be liable for any fees and expenses of counsel for the Asserting party incurred thereafter in connection with the Third Party Claim (except in the case of actual or potential differing interests, as provided in the preceding sentence). If the Defending Party does not assume the defense of the Third Party Claim, the Asserting Party shall have the right to assume the defense of and settle the Third Party Claim (at the Defending Party's expense), if such Asserting Party shall notify the Defending Party of the Asserting Party's intention to settle the Third Party Claim (at the Defending Party's expense), unless the Defending Party shall notify Asserting Party in writing within five (5) days after receipt of such notice of intention to settle of the Defending Party's election to assume (at its expense) the defense of the Third Party Claim and promptly thereafter takes appropriate action to implement such defense. The Asserting Party and the Defending shall use all reasonable efforts to cooperate fully with respect to the defense of any claim, action or proceeding covered by this Section 6. 6.4 Remedies. Except as otherwise provided herein, none of the remedies provided in this Agreement for either party, including specific performance, are the exclusive remedy of either party for a breach of this Agreement. Except as otherwise provided herein, the parties shall have the right to seek any other remedy in law or equity in lieu of or in addition to any remedies provided in this Agreement, including an action for damages for breach of contract. 7. Public Announcements. Any and all press releases and other public announcements or communications concerning this Agreement and the transactions hereunder shall be made only with the Company's prior written approval or as otherwise required by law. 8. Brokers. 8.1 For MTI. MTI represents and warrants that it has not engaged any broker or finder or incurred any liability for brokerage fees, commissions or finder's fees in connection with the transactions contemplated by this Agreement. MTI agrees to indemnify and hold harmless the Company against any claims or liabilities asserted against it by any person acting or claiming to act as a broker or finder on behalf of MTI. 8.2 For the Company. The Company represents and warrants that it has not engaged any broker or finder or incurred any liability for brokerage fees, commissions or finder's fees in connection with the transactions contemplated by this Agreement. The Company agrees to indemnify and hold harmless MTI against any claims or liabilities asserted against it by any person acting or claiming to act as a broker or finder on behalf of the Company. 9. Definition of Certain Terms. The terms defined in this Section 9, whenever used in this Agreement (including in the Schedules), shall have the respective meanings indicated below for all purposes of this Agreement. All references herein to a Section or Schedule are to a Section or Schedule of or to this Agreement, unless otherwise indicated. "Affiliate" of a Person means a Person that directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the first Person. "Control" (including the terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of a person, whether through the ownership of voting securities, by contract or credit arrangement, as trustee or executor, or otherwise. "Agreement" means this Contribution Agreement, including the Schedules hereto. "Applicable Law" means all applicable provisions of all (i) constitutions, treaties, statutes, laws (including the common law), rules, regulations, ordinances, codes or orders of any Governmental Authority, (ii) Governmental Approvals and (iii) orders, decisions, injunctions, judgments, awards and decrees of or agreements with any Governmental Authority. "Assets" is defined in Section 1.1. "Assumed Liabilities" is defined in Section 1.4. "Business Day" shall mean a day other than a Saturday, Sunday or other day on which commercial banks in Detroit or New York are authorized or required to close. "Code" means the Internal Revenue Code of 1986, as amended. "Confidential Information" means any information concerning the businesses and affairs of the Fuel Cell Business that is not already generally available to the public. "Consent" means any consent, approval, authorization, waiver, permit, grant, franchise, concession, agreement, license, exemption or order of, registration, certificate, declaration or filing with, or report or notice to, any Person, including, but not limited to, any Governmental Authority. "Contracts" is defined in Section 3.1(l)(i). "Contributed FCB Balance Sheet" is defined in Section 3.1(d). "Contribution Date" is defined in the introductory paragraph of this Agreement. "Copyrights" shall mean the copyrights registered with the U.S. Copyright Office, as further described on Schedule 9 - Copyrights, attached, which lists all federally registered copyrights now held or at anytime held by MTI and used in the Fuel Cell Business, together with all other copyrighted or copyrightable works used in the Fuel Cell Business (as described on Schedule 9 - Copyrights, the "Works") and any derivative works of the Works and any "Moral Rights" MTI may have in the Works, including the Works described in any registered copyrights listed on Schedule 9 - Copyrights. "Covered Returns" is defined in Section 3.1(f)(i). "$ or dollars" means lawful money of the United States. "EDC" means Edison Development Corporation, a Michigan corporation, whose address is 2000 Second Avenue, Detroit, Michigan 48226-1279. "Environmental Laws" means all Applicable Laws relating to the protection of the environment, to human health and safety, or to any emission, discharge, generation, processing, storage, holding, abatement, existence, Release, threatened Release or transportation of any Hazardous Substances, including, without limitation, (i) CERCLA, the Resource Conservation and Recovery Act, and the Occupational Safety and Health Act, (ii) all other requirements pertaining to reporting, licensing, permitting, investigation or remediation of emissions, discharges, releases or threatened releases of Hazardous Materials into the air, surface water, groundwater or land, or relating to the manufacture, processing, distribution, use, sale, treatment, receipt, storage, disposal, transport or handling of Hazardous Substances, and (iii) all other requirements pertaining to the protection of the health and safety of employees or the public. "Environmental Liabilities and Costs" means all Losses, whether direct or indirect, known or unknown, current or potential, past, present or future, imposed by, under or pursuant to Environmental Laws, including, without limitation, all Losses related to Remedial Actions, and all fees, disbursements and expenses of counsel, experts, personnel and consultants based on, arising out of or otherwise in respect of: (i) the ownership or operation of the Fuel Cell Business or the Assets; and (ii) expenditures necessary to cause the Licensed Premises or any aspect of the Fuel Cell Business to be in compliance with any and all requirements of Environmental Laws as of the Contribution Date. "Environmental Permits" means any federal, state and local permit, license, registration, consent, order, administrative consent order, certificate, approval or other authorization with respect to MTI necessary for the conduct of the Fuel Cell Business as currently conducted or previously conducted under any Environmental Law. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended. "Excluded Assets" is defined in Section 1.2. "Excluded Liabilities" is defined in Section 1.5. "Financial Statements" means each of the financial statements required to be provided by MTI under Section 3.1(d). "Fuel Cell Business" means the business acquired or to be acquired by the Company pursuant to this Agreement, consisting of the Assets and the Assumed Liabilities, but not including the Excluded Assets or Excluded Liabilities. "Governmental Approval" means any Consent of, with, from or to any Governmental Authority. "Governmental Authority" means any nation or government, any state or other political subdivision thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including, without limitation, any government authority, agency, department, board, commission or instrumentality of the United States, any State of the United States or any political subdivision thereof, and any tribunal or arbitrator(s) of competent jurisdiction, and any self-regulatory organization. "Hazardous Substances" means any substance that: (i) is or contains asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, petroleum or petroleum derived substances or wastes, radon gas or related materials; (ii) requires investigation, removal or remediation under any Environmental Law, or is defined, listed or identified as a "hazardous waste" or "hazardous substance" thereunder; or (iii) is toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic, or otherwise hazardous and is regulated by any Governmental Authority or Environmental Law. "Intellectual Property Assets" is defined in Section 1.1(h). "Intellectual Property Rights" shall refer collectively and singularly to Patent Rights, Copyrights, Trademark Rights, Trade Secrets and Know How, except to the extent that MTI expressly indicates on the attached schedules that it has transferred such Intellectual Property Rights. "Inventories" is defined in Section 3.1(n). "IRS" means the Internal Revenue Service. "Know How" shall mean all drawings, prototypes, computer files (in object and source code) and other such tangible materials. "Knowledge" means actual knowledge after due inquiry and investigation. "Licensed Premises" is [to be provided by MTI]. "Lien" means any mortgage, pledge, hypothecation, right of others, claim, security interest, encumbrance, lease, sublease, license, occupancy agreement, adverse claim or interest, easement, covenant, encroachment, burden, title defect, title retention agreement, voting trust agreement, interest, equity option, lien, right of first refusal, charge or other restrictions or limitations of any nature whatsoever, including, but not limited to, such as may arise under any Contracts. "Losses" is defined as any and all claims, liabilities, obligations, losses, fines, costs, royalties, proceedings, deficiencies or damages (whether absolute, accrued, conditional or otherwise and whether or not resulting from third party claims), including out-of-pocket expenses and reasonable attorneys' and accountants' fees incurred in the investigation or defense of any of the same or in asserting any of their respective rights. "MTI" means Mechanical Technology Corporation, a New York corporation. "Moral Rights" shall mean all rights of paternity or integrity relating to each Work including, without limitation, all rights to be identified as the author of the Work(s), to object to the modification of any of the Work, and any similar rights existing under the judicial or statutory laws of any country in the world or any treaty, regardless of whether such right is denominated or generally referred to as moral rights. "Other Agreements" means the agreements and other documents and instruments described in Section 4. "Patent Rights" shall mean all Letters Patent, together with all foreign Letters Patent corresponding thereto listed on Schedule 9 - Patent Rights, further together with, foreign or domestic patent applications corresponding thereto, excluding those listed on Schedule 9 - Patent Rights and related thereto; patentable rights, excluding those listed on Schedule 9 - Patent Rights and related thereto, whether or not such rights are registered, or applications for registration have been filed with any Governmental Authority, and all proprietary: drawings, plans; designs; quality control; machine and mechanical specifications; engineering data; production techniques; installation data; application data; flow charts; logic diagrams relating to the Patent, and any other foreign or domestic patentable rights that may be obtained in respect thereof; and any foreign or domestic reissues, reexaminations certificates, extensions, substitutions, confirmations, divisions, and continuations or continuations-in-part of any of the foregoing. "Permitted Liens" means (i) Liens for Taxes not yet due and payable or which are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on MTI's books in accordance with GAAP; or (ii) Liens that, individually and in the aggregate, do not and would not materially detract from the value of any of the Assets or interfere with the conduct of the Fuel Cell Business by MTI or the Company or as listed in Schedule 9 - Permitted Liens. "Person" means any natural person, firm, partnership, association, corporation, company, trust, business trust, Governmental Authority or other entity. "Release" means any releasing, disposing, discharging, injecting, spilling, leaking, leaching, pumping, dumping, emitting, escaping, emptying, seeping, dispersal, migration, transporting, placing and the like, including without limitation, the moving of any materials through, into or upon, any land, soil, surface water, ground water or air, or otherwise entering into the environment. "Remedial Action" means all actions required to (i) clean up, remove, treat or in any other way remediate any Hazardous Substances; (ii) prevent the release of Hazardous Substances so that they do not migrate or endanger or threaten to endanger public health or welfare or the environment; or (iii) perform studies, investigations and care related to any such Hazardous Substances. "Tax" means any federal, state, provincial, local, foreign or other income, alternative, minimum, accumulated earnings, personal holding company, franchise, capital stock, net worth, capital, profits, windfall profits, gross receipts, value added, sales, use, goods and serves, excise, customs duties, transfer, conveyance, mortgage, registration, stamp, documentary, recording, premium, severance, environmental (including taxes under Section 59A of the Code), real property, personal property, ad valorem, intangibles, rent, occupancy, license, occupational, employment, unemployment insurance, social security, disability, workers' compensation, payroll, health care, withholding, estimated or assessment or deficiencies thereof (including all interest and penalties thereon and additions thereto whether dispute or not). "Tax Return" means any return, report, declarations, form, claim for refund or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof. "Trade Secrets" shall mean methods, processes, know how and all other proprietary data and information relating to MTI's conduct of the Fuel Cell Business, products and/or services, including customer lists and business methods. "Trademark Rights" shall mean the foreign or domestically registered trademarks described on Schedule 9 - Trademark Rights, which is attached hereto and made a part hereof and constitutes all of the foreign or domestically registered trademarks now held or at any time held by MTI and used in the Fuel Cell Business, any trademark applications (state of federal), common law trademark rights, and all other trademarks or service marks now owned or ever owned by MTI and used at any time in connection with its Fuel Cell Business, including the sale and promotion of its goods and services, together with the goodwill of the business relating to such trademarks or service marks. "Transfer Taxes" is defined in Section 5.3. "Treasury Regulations" means the regulations prescribed pursuant to the Code. "Withholding Taxes" is defined in Section 3.1(f)(i). 10. Miscellaneous. 10.1 Survival of Representations and Warranties, etc. The representations and warranties contained in this Agreement shall survive the execution and delivery of this Agreement, any examination by or on behalf of the parties hereto and the completion of the transactions contemplated herein, but only to the extent of the time periods specified below: (a) Except as set forth in clause (b) below, the representations and warranties contained in Section 3.1 shall survive until the earlier of (i) an initial public offering of equity interests in the Company and in accordance with the requirements of the Securities Act of 1933 or (ii) for a period of five (5) years following the Contribution Date. (b) The representations and warranties of MTI contained in Section 3.1(f) shall survive as to any Tax covered by such representations and warranties for so long as any statute of limitations for such Tax remains open, in whole or in part, including without limitation by reason of waiver of such statute of limitations. All other agreements, covenants and obligations of the parties hereunder shall survive the execution and delivery of this Agreement and the completion of the transactions hereunder. 10.2 Expenses. Except as otherwise expressly provided herein, the Company and MTI shall each pay their own expenses in connection with this Agreement and the transactions contemplated hereby. 10.3 Severability. If any provision of this Agreement, including any phrase, sentence, clause, Section or subsection is inoperative or unenforceable for any reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions herein contained invalid, inoperative, or unenforceable to any extent whatsoever. 10.4 Notices. All notices, requests, demands, waivers and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered personally, (b) mailed by first-class, registered or certified mail, return receipt requested, postage prepaid, or (c) sent by next-day or overnight mail or delivery: (i) if to the Company to, Gary Mittleman 968 Albany-Shaker Road Latham, New York 12110 with a copy to: Chris Nern 2000 Second Avenue Detroit, Michigan 48226 Ananth G. Ananthasubramaniam 2000 Second Avenue Detroit, Michigan 48226 Cathy Hill Whiteman Osterman & Hanna One Commerce Plaza Albany, New York 12260 (ii) if to MTI, Marty Mastriani Mechanical Technology Inc. 968 Albany-Shaker Road Latham, New York 12110 with a copy to: Cathy Hill Whiteman Osterman & Hanna One Commerce Plaza Albany, New York 12260 or, in each case, at such other address as may be specified in writing to the other parties hereto. Such notices or other communications shall be deemed received (a) on the date delivered, if delivered personally, (b) three business days after being deposited with the U.S. Post Office, if sent by registered or certified mail, or (c) on the next business day, if sent by Federal Express or similar overnight courier. 10.5 Entire Agreement. This Agreement (including the Schedules) and the Other Agreements (when executed and delivered) constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof. 10.6 Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall together constitute one and the same instrument. 10.7 Governing Law, etc. This Agreement shall be governed in all respects, including as to validity, interpretation and effect, by the internal laws of the State of Michigan, without giving effect to the conflict of laws rules thereof. The Company and MTI hereby irrevocably submit to the jurisdiction of the courts of the State of Michigan and the Federal courts of the United States of America located in the State of Michigan in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suite or proceeding may not be brought or is not maintainable in said courts or that the venue thereof or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any of such document may not be enforced in or by said courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a Michigan or Federal court. The Company and MTI hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 8.4 or in such other manner as may be permitted by law, shall be valid and sufficient service thereof. 10.8 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respect heirs, successors and permitted assigns. 10.9 No Third Party Beneficiaries. Nothing in this Agreement shall confer any rights upon any person or entity other than the parties hereto and their respective heirs, successors and permitted assigns. 10.10 Amendment; Waivers, etc. No amendment, modification or discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of the amendment, modification, discharge or waiver is sought. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party granting such waiver in any other respect or at any other time. Neither the waiver by any of the parties hereto of a breach of or a default under any of the provisions of this Agreement, nor the failure by any of the parties, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder. The rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies that any party may otherwise have at law or in equity. 10.11 Further Assurances. In addition to MTI's obligations under Section 1.3, each of the parties shall execute such documents and other papers and perform such further acts as may be reasonably required or desireable to carry out the provisions hereof and the transactions contemplated hereby. IN WITNESS WHEREOF, the parties hereto have executed the foregoing documents as of the date and year first above written. MECHANICAL TECHNOLOGY INCORPORATED (a New York corporation) By: /s/ Martin Mastroianni __________________________________ Its: President _________________________________ "MTI" PLUG POWER, L.L.C. (a Delaware limited liability company) By: /s/ Larry Garberding __________________________________ Its: Executive Vice-President _________________________________ "Company" SCHEDULE 1.1(a) - Assets Attached is a list of all machinery, equipment, furniture, vehicles and other tangible property to be transferred to Plug Power LLC. Included herein are: 1. Preliminary list of office equipment. 2. An inventory list of laboratory equipment and supplies. 3. Copies of MTI Plant Appropriations for Fuel Cell Laboratory facilities and equipment. (There may be some crossover between #2 and 3) 4. Government-owned property purchased by MTI under our contracts with the Ford Motor Company. This material is split into three segments: (1) Expendable material purchased under Ford Phase I which is no longer separately identifiable; (2) Expendable material which is no longer separately identifiable; and (3) Material currently locked in a secure government property room at MTI. 5. See Schedule 3.1(o). 6. MTI-Owned Manufacturing Equipment (see attached "Inventory of MTI Fabrication Equipment") which may be available to Plug Power on a shared basis. (If a qualified technician performs the work and the equipment is available for use.) 7. General Purpose Control Device (GPCD) as defined in Purchase Order and Subcontract No. 47-2-R31153. OFFICE EQUIPMENT MTI Fuel Cell Office Equipment Employee Tag Number Description First Cost Accum. Sep.-96 FY-97 May-97 Book Degree Book Acq. FY 97 Degree 10/1/95 FY 96 Acq All Total 60,457.34 11,634.96 47,925.13 24,167.17 2,520.00 4,898.68 21,788.49 Antonelli 29502 Computer:G'way 486/33 4,260.00 4,260.00 0.00 0.00 Antonelli 7436 Cabinet - 2 Drawer NL NL Antonelli None Cabinet - 2 Drawer Antonelli None Cabinet - 2 Drawer Antonelli Bookcase - 3 Drawer Antonelli Bookcase - 3 Drawer Antonelli Table Antonelli Table Antonelli Cabinet - 5 Drawer Antonelli Desk Antonelli 9848 Chair on Rollers NL NL Antonelli 9849 Chair on Rollers NL NL Antonelli Chair Antonelli Chair - Leather Swivel Antonelli Blackboard Buesing 22186 Desk 181.15 181.15 0.00 0.00 Buesing 28054 Computer 3,617.40 3,617.40 0.00 0.00 Buesing 8972 Chair NL Buesing Table 0.00 0.00 Cusack 28405 Monitor 712.00 142.40 569.60 94.94 474.66 Cusack 9802 Cabinet - 5 Drawer NL NL Cusack 28396 Computer 3,278.00 655.60 2,622.40 437.06 2,185.34 Cusack Table Cusack Desk Cusack Desk Cusack Blackboard Cusack Corkboard Cusack 7793 Chair on Rollers NL NL Cusack Chair on Rollers Dhar 29676 Computer 2,134.00 0.00 2,134.00 256.08 1,877.92 Dhar 7500 Chair NL Dhar Table 0.00 0.00 Dhar 7936 Chair 79.26 79.26 0.00 0.00 Dhar 8798 Chair NL Dhar 1222 Desk NL Dhar 1239 Cabinet - 5 Drawer 81.87 81.87 0.00 0.00 Ernst 29666 Computer 2,134.00 0.00 2,134.00 256.08 1,877.92 Ernst 29667 Monitor 595.00 0.00 595.00 71.40 523.60 Ernst 396 Cabinet - 2 Drawer 48.26 48.26 0.00 Ernst Cabinet - 2 Drawer Ernst 8775 Cabinet - 5 Drawer NL NL Ernst 8271 Cabinet - 5 Drawer NL NL Ernst 7411 Cabinet - 2 Drawer Horizontal NL NL Ernst 7420 Cabinet - 2 Drawer Horizontal NL NL Ernst Cabinet - 2 Drawer Horizontal Ernst Cabinet - 2 Drawer Horizontal Ernst 10065 Table - Circular 100.02 100.02 0.00 0.00 Ernst Chair Ernst Chair Ernst Chair Ernst Chair Ernst 8977 Desk 832.46 832.46 0.00 			 0.00 Ernst 8591 Chair on Roller NL NL Ernst Cabinet Tops Ernst Cabinet Tops Ernst Credenza Harmen 29584 Monitor NL NL Harmen 29581 Computer NL NL Harmen Bookcase - 3 Drawer Harmen 1181 Chair 39.80 39.80 0.00 0.00 Harmen 22277 File - 5 Drawer 93.56 93.56 0.00 0.00 Harmen File - 5 Drawer Harmen 896 Desk 152.00 152.00 0.00 0.00 Harmen File - 2 Drawer Harmen 22217 Table 99.00 99.00 0.00 0.00 Harmen Table Harmen 8543 Chair on Rollers NL NL Harmen Corkboard Harmen Corkboard Heroth 8360 Chair NL NL Heroth 919 Desk 152.00 152.00 0.00 0.00 Heroth 9775 Chair on Rollers NL NL Heroth 9236 Cabinet - 5 Drawer Horizontal NL NL Hicks Monitor 0.00 0.00 Hicks Computer - Laptop 2,186.96 0.00 2,186.96 262.43 1,924.53 Hicks 22263 Cabinet - 3 Shelf 58.80 58.80 0.00 0.00 Hicks Blackboard Hicks Corkboard Hicks File - 5 Drawer Hicks 7788 Chair NL NL Hicks 7986 Chair NL NL Hicks Table Hicks Credenza Hicks Table - Computer Hicks Desk Hicks 7335 Chair on roller NL NL Huang 28922 Laptop 2,218.00 887.20 1,330.80 295.74 1,035.06 Huang 29671 Monitor 595.00 0.00 595.50 71.40 523.60 Huang 7652 Cabinet - 5 Drawer NL NL Huang Table Huang 25879 Cabinet - 2 Drawer Horizontal NL NL Huang Chair Huang Chair Huang Cabinet - 3 Drawer Horizontal Huang Cabinet - 3 Drawer Horizontal Huang Corkboard Huang 9482 Desk NL NL Huang 9871 Chair on Rollers NL NL Huang 731 File - 2 Drawer 48.26 48.26 0.00 0.00 Jones 29218 Computer - 386 1,978.34 1,978.35 (0.01) (0.01) Jones 29691 Computer - New NL NL 1,256.00 150.72 1,105.28 Jones 25839 Chair NL NL Jones 25864 Chair on Rollers NL NL Jones 8772 Chair on Rollers NL NL Jones Blackboard Jones 9996 Cabinet - 3 Shelf NL NL Jones Cabinet - 3 Shelf Jones 28019 Monitor 386 0.00 0.00 0.00 0.00 Jones File -2 Drawer Jones Table Jones 7258 Cabinet - 5 Drawer Horizontal NL NL Jones Cabinet - 2 Drawer Horizontal Jones Cabinet - 2 Drawer Horizontal Jones 202 Desk 0.00 0.00 0.00 0.00 Jones Corkboard Knapp 19715 Computer NL NL 1,264.00 140.45 1,123.55 Knapp Table Knapp 22191 Desk 181.15 181.15 0.00 0.00 Knapp 22203 Chair 100.85 100.85 0.00 0.00 Knapp Light Leonard Desk Leonard Credenza Leonard 21494 Computer Table NL Leonard Chair Leonard Chair Leonard 12007 Chair on Rollers 137.04 137.04 0.00 0.00 Leonard Files - 5 Drawer Leonard File - 5 Drawer Leonard File - 5 Drawer Leonard Computer 8,802.61 5,281.56 3,521.05 1,173.68 2,347.37 MacCue Cabinet - 2 Drawer Horizontal MacCue Bookcase - 2 Drawer MacCue 784 Credenza 150.00 150.00 0.00 0.00 MacCue 8760 Cabinet - 5 Drawer Horizontal NL NL MacCue 22057 Desk NL NL MacCue 8540 Chair on Rollers NL NL MacCue Table - Computer MacCue Table - Computer MacCue 29505 Computer - G'way 486/33 NL NL MacCue Cabinet - 5 Drawer Horizontal Maddaloni 7046 Desk NL Maddaloni 8637 Table NL Maddaloni 7065 Chair 89.28 89.28 0.00 0.00 Maddaloni 9479 Cabinet - 2 Drawer NL Maddaloni 9315 Cabinet - 2 Drawer NL Maddaloni Cabinet - 2 Drawer Maddaloni 7990 Chair 100.80 100.80 0.00 0.00 Maddaloni 7988 Chair 100.80 100.80 0.00 0.00 Maddaloni Chair Maddaloni White Board Maynard 717 Desk 102.85 102.85 0.00 0.00 Maynard 714 Cabinet 179 179 0.00 0.00 Maynard 7797 Chair NL Maynard Chair Meacher 29524 Computer 4,577.00 2,288.50 2,288.50 305.12 1,983.38 Meacher 24460 File -5 Drawer 26.78 26.78 0.00 0.00 Meacher 22112 Bookcase 3 - Shelf 59.24 59.24 0.00 0.00 Meacher 7194 Chair NL NL Meacher 22025 Chair on Rollers NL NL Meacher 4032 Table 102.85 102.85 0.00 0.00 Meacher Table - Computer Meacher 7350 Desk 160.32 160.32 0.00 0.00 Meacher Chair on Rollers Migirditch Desk Migirditch Table Migirditch Table Migirditch 22198 Chair 51.10 51.10 0.00 0.00 Migirditch 22220 Chair 51.25 51.25 0.00 0.00 Migirditch 22347 Chair on Rollers 140.56 140.56 0.00 0.00 Migirditch 9317 Bookcase - 3 Shelf NL Migirditch 10036 Cabinet - 5 Drawer Horizontal 235.02 235.02 0.00 0.00 Migirditch 28465 Computer 1,724.92 689.96 1,034.96 230.00 804.96 Migirditch File - 2 Drawer Nestler 29583 Monitor - 17" NL NL Nestler 28128 Computer: G'way PS100XL 3,706.31 1,482.52 2,223.79 494.16 1,729.63 Nestler 29507 Computer Monitor-14" NL NL Nestler 8564 Cabinet - 3 Shelf NL NL Nestler Drawing Table Nestler 1285 File - 5 Drawer 81.87 81.87 0.00 0.00 Nestler 1195 Desk 139.30 139.30 0.00 0.00 Nestler 8352 Desk NL NL Nestler 8747 File - 2 Drawer NL NL Nestler File - 2 Drawer Nestler File -2 Drawer Nestler Table Nestler 29580 Printer - Calcomp 625.00 250.00 375.00 83.34 291.66 Nestler 25070 Printer - Epson 286c 559.00 559.00 0.00 0.00 Nestler Table Nestler 28882 Plotter - HP 7,376.00 7,376.00 0.00 0.00 Nestler 28885 Computer- Plotter Driver 3,959.90 3,959.00 0.00 0.00 Nestler 29152 Monitor for Plotter Computer 198.00 198.00 0.00 0.00 Nestler 8517 Bookcase - 3 Drawer NL NL Sobolewski 1036 Desk 139.30 139.30 0.00 0.00 Sobolewski 74 Table 84.80 84.80 0.00 0.00 Sobolewski 9812 Bookshelf NL Sobolewski Chair on Rollers Sobolewski Chair Sobolewski White Board Sobolewski 28344 Computer 2,820.00 846.00 1,974.00 188.00 1,786.00 Sumigray 28462 Computer 2,910.60 2,328.48 582.12 388.08 194.04 Sumigray 28881 Computer Table 0.00 0.00 0.00 0.00 Sumigray 9768 Book Case NL Sumigray 9766 Book Case NL Sumigray 818 File - 2 Drawer 48.26 48.26 0.00 0.00 Sumigray Table Sumigray Table Sumigray 12015 Chair NL Sumigray 7787 Chair NL Sumigray 7679 Chair 40.00 40.00 0.00 0.00 Sumigray 9422 File - 5 Drawer NL Sumigray 9894 File - 5 Drawer NL Sumigray 9757 Legal File NL Sumigray 847 Desk 152.00 152.00 0.00 0.00; VanHoertum Desk VanHoertum 7064 Chair 89.28 89.28 0.00 VanHoertum 7681 Chair 79.26 79.26 0.00 VanHoertum Table VanHoertum 29150 Computer 6,334.86 6,334.86 0.00 Walsh 28636 Printer - HP NL NL Walsh Computer - MAC IIex Walsh Cabinet-2 Drawer Horizontal Walsh Credenza Walsh 9275 Chair NL NL Walsh 7196 Chair NL NL Walsh Table Walsh Desk Walsh Chair on Rollers Walsh Magnifying Glass Walsh Blackboard LABORATORY EQUIPMENT & SUPPLIES Item # Description S/N MTI tag Location 1 486 computer with 15" Magitronic monitor and GPIB board 29615 Test Room 2 Pentium computer, with GPIB,AT B72M10-16,& network card 29911 Test Room 3 Gateway 2000 17" monitor 29910 Test Room 4 MSA Model 516 gas monitor 516-N-202 Test Room 5 Wilton vise Test Room 6 H2 main inlet tank pressure gauge, Ashcroft Test Room 7 H2 main inlet delivery pressure gauge, Ashcroft Test Room 8 H2 delivery safety system pressure switches (4x) Test Room 9 H2 delivery safety system solenoid valves (4x) Test Room 10 Station #1 1193 Test Room 11 Station #1 HP 6060B load 3326A-00849 Test Room 12 Station #2 109501 Test Room 13 Station #2 HP 6051A load 3436A-00512 Test Room 14 Station #2 MFC Test Room 15 Station #3 28929 Test Room 16 Station #3 HP 6050A load 2940A-01002 28122 Test Room 17 Station #3 A/D terminal board Test Room 18 Station #1-3 inlet air filter system (3 cartridges) Test Room 19 Low/no air pressure control unit for station #1-3 Test Room 20 Station #1-3 exhaust H20 separator tank (2x) Test Room 21 H20 pump for station #1-3 exhaust H20 separator tank AC8799913 Test Room 22 Station #1-3 air inlet solenoid S67504 Test Room 23 Station #1-3 air inlet pressure control Test Room 24 Station #4 Test Room 25 Station #4, CN 76000 Omega temperature controller Test Room 26 Station #4, Omega model 199 temperature reader 10846 Test Room 27 Station #4, isolation amplifier Test Room 28 Station #4, cool/heat pump controller ref.106302202 Test Room 29 Station #4, cool/heat pump motor ref.46606352543- 1A/7-22230500 Test Room 30 Station #4 air rotometer 95W037174 Test Room 31 Station #4 air water rotometer 9511HC090840/2 Test Room 32 Station #4 Omega mode FL-1214 water flow meter Test Room 33 Station #4 cooling water pressure gauge (4x) Test Room 34 Station #4 water/gas separator Test Room 35 Station #4 H2 humidification water flow meter Test Room 36 Station #4 air humidification water flow meter Test Room 37 Station #4 humidification H20 tanks (2x) Test Room 38 Station #4 exhaust H20 separator tank (2x) Test Room 39 H20 pump for station #4 exhaust H20 separator tank AB6891211 Test Room 40 Station #4 inlet air filter system (3 cartridges) Test Room 41 Low/no air pressure control unit for station #4 Test Room 42 Alloy Product Corp. stainless steel water reservoir tank 47034-015 Test Room 43 Fluke 2280B data logging system 3265037 Test Room 44 FMI lab pump. model QVG50 w/RH1 pumphead 89470 Test Room 45 FMI lab pump model QVG50 w/RH1 and RH00 pumpheads 89471 Test Room 46 FMI lab pump model Q2V w/ (2) Rh00 pumpheads 82002 Test Room 47 FMI lab pump model QD q/Q2 and RH1 pumpheads Test Room 48 FMI lab pump. model QD w/Q2 Test Room 49 Teel model 2P672B air expansion tank Test Room 50 Stainless steel water refill pressurized bottle (2x) Test Room 51 Misc. beakers, cylinders, glassware Test Room 52 ARO main inlet air regulator Test Room 52 Ashcroft main air inlet pressure gauge (3x) Test Room 53 MSA Instrument calibration test system model R Test Room 54 Ion Science LTD model 8500 gas leak kit Test Room 56 Fairbank scale Test Room 57 Pelouze model MT90 timer Test Room 58 Heated vacuum plate control Test Room 59 Tylan MFC 2900V AT9611039 Test Room 60 Tylan RO-28 readout box FO9611014 Test Room 61 HP milliohm meter Test Room 62 Lab DC power supply 28927 Test Room 63 Lambda 400A Lfs-50-5 DC power supply Test Room 64 Small air compressor and receiver tank Test Room 65 FiberLite series 180 high intensity light source Test Room 66 HP 3478 multimeter 2619A42195 Test Room 67 Torque wrench 28130 Test Room 68 Torque wrench Test Room 69 Analog caliber Test Room 70 Micrometer 0-1" @ 0.0001 resolution Test Room 71 Fluke 77 digital multimeter 28443 Test Room 72 Goldstar DM-311 digital Multimeter 311020392 Test Room 73 Torque wrench in N-M Test Room 74 Boehm hollow punch set Test Room 75 Lab bench (6x) Test Room 76 Lab bench with drawer (2x) Test Room 77 Misc. Swagelok fittings Test Room 78 Misc. valves Test Room 79 Misc. hand tools Test Room 80 File cabinet (1x) Test Room 81 Lab bench (3x) Assembly room 82 Tables (1x) Assembly room 83 Misc. die boards Assembly room 84 Loomis press 29916 Assembly room 85 Lighted air chamber Assembly room 86 Humidifier Assembly room 87 Honeywell 350i Enviracaire Assembly room 88 Lab bench (3x) Manuf. room 89 Tables (3x) Manuf. room 90 Cabinet A - misc. electrical Manuf. room 91 Cabinet B - misc. lab supplies Manuf. room 92 Cabinet C - misc. plumbing Manuf. room 93 Granite block Manuf. room 94 Automatic hot press 1076 Manuf. room 95 Radiator for station #4 Manuf. room 96 Textron carbon cloth Manuf. room 97 Manual press cylinder Manuf. room 98 HustRite acid cabinet Manuf. room 99 Misc. acids Manuf. room 100 Extra copper press plate Manuf. room 101 Weight 22# and 50# Manuf. room 102 Compaq monitor 84514544R752 Manuf. room 103 CompuAdd monitor 91015743 104 Compaq 386 computer for XY Machine 29130 Manuf. room 105 XY machine and associated plumbing and hardware 910445 Manuf. room 106 Corning magnetic stir plates 70496086909 Manuf. room 107 Corning magnetic stir plates 70496086836 Manuf. room 108 Fisher model 220T magnetic Stirrer 117 Manuf. room 109 Thermolyne HP-A1915B hot plate Manuf. room 110 Fishek 310M hot plates 105 Manuf. Room 111 Betty cooker table top electric range (2x) Manuf. room 112 Branson E Module ultrasonic Generator F93984 Manuf. room 113 Ultrasonic bath Z-6-2018-79 Manuf. room 114 Chemical storage cabinet Manuf. room 115 Misc. chemicals Manuf. room 116 Summit refrigerator for chemicals Manuf. room 117 Psycho-dyne wet/dry bulb instrument humidity meter Manuf. room 118 Denver A-250 Balance 28113 Manuf. room 119 Accu-Lab draw down table Manuf. room 120 Spray Systems spray head (2x) Manuf. room 121 Peristaltic pump for ink circulation 14967CP Manuf. room 122 Despatch LFD-2-11-3 convection oven 159015 Manuf. room 123 E-pure water system 28625 Manuf. room 124 Lab hood with sinks (Fisher) Manuf. room 125 Hood for ink coating Manuf. room 126 Hood for decal preparation Manuf. room 127 Caframo mixer, RZR-2000 29599 Manuf. room 128 HQ oil less air compressor Model STD050341, 80 gallon 022896L-0786445 Boiler room 129 Speedaire oil less air Compressor 29609 Boiler room 130 Safety shower Outside Hallway 131 MSDS station Outside Hallway 132 Brown cabinet - misc. glassware Outside Hallway 133 Grey cabinet - misc. fuel cell plates tag: 1350 Outside Hallway 134 Miscroscope-Nikon 40X Assy Room 135 Spotwelder Unitek Model 1-163 01 681145 Assy Room 136 Hygrometer-Taylor #5565 Assy Room 137 Liebert Environmental Control Unit 43703 Assy Room 138 Airco Pressure Regulator 11-03-8105 Assy Room 139 N2 Pressure Regulator, Oxweld #9701 150-580 Test Room 140 6-bottle H2 Manifold-Rexarc Outside test room 141 H2 pressure regulator, Victor VTS452 DB38132 Outside test room 142 H2 pressure switch- Barksdale (2x) Outside test room 143 H2 Solenoid valve Asco (4x) Test room 144 Chain link fence enclosure with gates for H2 bottles (3 sets) Outside test room 145 Hand truck (bottle cart)- Harper trucks Outside test room 146 Oven-Boekal 1180 Manf. Area 147 Oven-Lindburg 28357 Manf. Area 148 Loadcell 10257 Manf. Area 149 HP X-Y Recorder (2x) 10757/4837 Manf. Area 150 Function Generator-Wavetek 6240166 Manf. Area 151 Oscilloscope, Phillips PM 3207 DQ-04 01273 Manf. Area 152 10kw Load-Bank-Ohmweave Outside Test Room 153 SSRs for station 4 load bank-Crydom, on heat sink Test Room 154 Cables for 10kw load bank Test Room 155 Roll-around tool box and contents Test Room 156 Air supply tubing, 1/2" dia x 200' long, Thermoguard Boiler room to test area 157 Air supply tubing, 3/4"dia x 200' long, Nylon Boiler room to test area List of Engineering and Office Software Used Item # Title S/N 1 Ansys 2 Labview, Ver 3.1 + Analysis functions 34492B70 3 Labview PID Control Toolkit G10X50601 4 Autocad (5 copies) 5 Origin-3D 6 Ansoft Electromagnetic Peekago 7 Matlab 8 Mathcard 9 Fuel cell element analysis code 10 Fuel cell plate analysis code 11 Fuel cell humidification analysis code 12 MS Office 13 MS Project 14 Internet 15 E-mail 16 Anti-virus MTI PLANT APPROPRIATIONS Plug Power Status of Plant Appropriations - Laboratory 5/23/97 Number Description Authorized & Committed Expended To Date Prior Year Current Year To Date Prior Year Current Year 0390-86493 Fuel Cell Power System 98,799 98,799 149,556 88,886 60,670 501-6576 Renovate Space for PEM Fuel Cell 9,000 9,000 4,427 4,427 0501-86681 Retort Replace- ment 2,050 2,050 2,027 2,027 0501-88571 Test Equipment for PEM Fuel Cell 33,000 33,000 31,835 31,835 0501-88628 Acid Storage Cabinet 689 689 746 746 0501-88647 Convection Drying Oven for FC MEAs 9,045 9,045 9,254 9,254 0595-86656 Test Facility for Hydrogen-Fueled FC's 148,943 148,943 118,209 118,209 0595-86673 Inking Machine Parts 27,725 27,725 14,223 14,223 0595-86651 FC MEA Manufactu- ring 46,250 46,250 40,839 40,839 0595-88657 FC Stack Assembly Facility 1,250 1,250 1,544 1,544 0595-88663 Upgrade FC Test Station Power Capability 2,500 2,500 2,488 2,488 0595-88668 FC Assembly Press 8,000 8,000 6,953 6,953 0595-89672 MEA/GDL Manufactu- ring Facility 28,400 28,400 4,319 4,319 0509-86674 FC Assm'y Room Climate Control Unit 15,000 15,000 2,500 2,500 Total $430.651 $141,488 $289,163 $388,920 $125,894 $263,026 FIXED ASSETS LISTING Acct Within Division Period Ending: 1997-03-28 Div/Sec P/A Number Catalog Number Asset Description 05.05 05PAXX.86493.0 0U2839 ENGINEERING-FUEL CELL POWER 05.01 05PAXX.86493.0 002974 BEAKER SS STRAIGHT 3100ML 05.01 05PAXX.86493.0 002975 LAB STIRRER AND STIRRER PADDL 05.01 05PAXX.86493.0 003054 LOCKNUT S/S TRAIN RELIEF 05.01 05PAXX.86493.0 003055 2 BOLT COP LUG 05.01 05PAXX.86493.0 003056 CONNECTORS/OVERLOAD HEATER 05.01 05PAXX.86493.0 003057 VUTRON WELD CABLES 05.01 05PAXX.86493.0 00359 OIL LESS COMPRESSOR 05.01 05PAXX.86493.0 003060 METAL HIT ANCHORS 05.01 05PAXX.86493.0 003061 CHAIN LINK FENCE INSTALLATION 05.01 05PAXX.86493.0 003062 GALVANIZED STEEL 05.01 05PAXX.86493.0 003063 PUMP HEAD MODULE 05.01 05PAXX.86493.0 003073 TOGGLE SWITCHES 05.01 05PAXX.86493.0 003074 LAMPHOLDER/ELECTRICAL BOX 05.01 05PAXX.86493.0 003079 LABOR SUPPORT 05.01 05PAXX.86493.0 003080 LABOR SUPPORT 05.01 05PAXX.86493.0 003083 LABOR SUPPORT 05.01 05PAXX.86493.0 003086 LABOR/MATERIAL SUPPORT 05.01 05PAXX.86493.0 003087 LABOR/MATERIAL SUPPORT 05.01 05PAXX.86493.0 003093 LABOR SUPPORT 05.01 05PAXX.86493.0 003106 LABOR SUPPORT 05.01 05PAXX.86493.0 003117 PARTS & LABOR SUPPORT 05.01 05PAXX.86493.0 003916 TEE/NIPPLE/HOSE 05.01 05PAXX.86493.0 003917 HEATERS/HOSE/SINK 05.01 05PAXX.86493.0 003920 LABOR SUPPORT 05.01 05PAXX.86493.0 003931 MISC. PARTS 05.01 05PAXX.86493.0 003933 LABOR SUPPORT FOR 05PAXX..8645 05.01 05PAXX.86493.0 003954 LABOR SUPPORT 05.01 05PAXX.86493.0 003966 MISC. PARTS 05.01 05PAXX.86493.0 003968 LABOR SUPPORT 05.01 05PAXX.86493.0 003974 FEDERAL EXPRESS CHARGES 		 		********PA Total*********;;; *PA 	Adjustment	003953 Miscellaneous Parts 003953 Miscellaneous Parts	 Adjustment	003944 Miscellaneous Parts and Labor 05.01 05AXX.86576.0 003041 SENSORS & POWER SUPPLY 05.01 05AXX.86576.0 003042 PAINT & PRIMER 05.01 05AXX.86576.0 003043 CIRCUIT BREAKER/BANANA JACK 05.01 05AXX.86576.0 003044 1/8" BROWN VINYL COVER BASE 05.01 05AXX.86576.0 003045 FABRICATION MATERIAL 05.01 05AXX.86576.0 003046 A/D CARD/TERMINATION BOARD 05.01 05AXX.86576.0 003047 WALL ANGLE/CROSS TEES 05.01 05AXX.86576.0 003048 FLOWMETER MODEL 150 05.01 05AXX.86576.0 003049 BALL & CHECK VALVES 05.01 05AXX.86576.0 003050 BLOWER W/MOTOR 05.01 05AXX.86576.0 003051 PRESSURE TRANSDUCER 05.01 05AXX.86576.0 003052 SCREWS/KNIFE/HAWK/VINYL BEAD 05.01 05AXX.86576.0 003053 GALVANIZED HOODS (2) 05.01 05AXX.86576.0 003081 FEDERAL EXPRESS FREIGHT ******** PA Total******* 05.01 05PAXX..88571.0 029615 486DX2 66MHZ COMPUTER SYSTEM 05.01 05PAXX..88571.0 002986 PRESSURE GAUGE & MANIFOLD 05.01 05PAXX..88571.0 002994 PRESSURE REG, FASTENERS, LABO 05.01 05PAXX..88571.0 003066 FUEL CELL TEST STATION 05.01 05PAXX..88571.0 003068 BLOWER/MOTOR/DIFFUSER/SWITCH 05.01 05PAXX..88571.0 003076 DISPENSING TANKS (3) 05.01 05PAXX..88571.0 003084 LABOR SUPPORT 05.01 05PAXX..88571.0 003085 LABOR SUPPORT 05.01 05PAXX..88571.0 003912 CANVAS TARP/GROMMET/LABOR ********PA Total******** 05.01 05PAXX.88628.0 029687 JUSTRITE ACID STORAGE CABINET ********PA Total******** 05.01 05PAXX.88647.0 029698 CLASS A OVEN ********PA Total******** 					*PA	Adjustment	003955 Class A Oven;;; 05.95 05PAXX.86656.0 029778 BRONZE BODY CONTROL VALVE 05.95 05PAXX.86656.0 029910 VIVTRON 700 MONITOR 05.95 05PAXX.86656.0 029911 P5-133 PENTIUM PC 05.95 05PAXX.86656.0 029912 INLINE THERMAL MASS FLOWMETE 05.95 05PAXX.86656.0 029917 INLINE THERMAL MASS FLOWMETE 05.95 05PAXX.86656.0 029918 INLINE THERMAL MASS FLOWMETE 05.95 05PAXX.86656.0 029920 VIVITRON 1100 MONITOR 05.95 05PAXX.86656.0 029921 EPSON STYLUS 200 05.95 05PAXX.86656.0 029922 P5-133 PENTIUM PC 05.95 05PAXX.86656.0 029923 CENTRIFUGAL PUMP 05.95 05PAXX.86656.0 029960 LOAD BANK 05.95 05PAXX.86656.0 029961 YOUNG RADIATOR 05.95 05PAXX.86656.0 003975 BUD PANAL 05.95 05PAXX.86656.0 003976 AIR RECEIVER & REGULATOR 05.95 05PAXX.86656.0 003977 DIAPRAGM SWITCH 05.95 05PAXX.86656.0 003978 MISC PARTS 05.95 05PAXX.86656.0 003980 LABOR SUPPORT 05.95 05PAXX.86656.0 003986 TRANSDUCER 05.95 05PAXX.86656.0 003987 TRANSDUCER 			********PA Total********;;; *PA Adjustment 003979 Misc Parts *PA Adjustment 003953A Misc Parts *New Invoices To Be Added 6/97: Controller (Liftech) Misc. Parts (Delphian) 05.95 05PAXX.86673.0 003967 MISC PARTS *******PA Total******* *PA Adjustment 003979 Misc. Parts 05.95 05PAXX.88651.0 029762 OVEN 05.95 05PAXX.88651.0 029762 ELECTRIC INFRARED OVEN 05.95 05PAXX.88651.0 003969 LABOR SUPPORT 05.95 05PAXX.88651.0 003981 FEDERAL EXPRESS CHARGES 05.95 05PAXX.88657.0 029913 WORK BENCH 05.95 05PAXX.88657.0 029914 WORK BENCH 05.95 05PAXX.88657.0 022915 WORK BENCH 05.95 05PAXX.88657.0 003970 LABOR SUPPORT 05.95 05PAXX.88657.0 003982 MISC. PARTS *******PA Total******** *PA Adjustment 003990 Federal Express Chgs 05.95 05PAXX..88663.0 029696 LOAD MODULE *******PA Total******** *PA Adjustment 003990 Federal Express Chgs 05.95 05PAXX.88668.0 029916 PLATEN PRESS 05.95 05PAXX.88668.0 003971 LABOR SUPPORT 05.95 05PAXX.88668.0 003992 MISC. PARTS 05.95 05PAXX.89672.0 003972 LABOR SUPPORT 05.95 05PAXX.89672.0 003984 LABOR SUPPORT MAT-DIPSID		M.T.I. MATERIAL ABSTRACT	 Proj Sec Dash Contract Po No Invoice Vendor Description ID Mat $$ GA $$ W/E Date 06 43122 50 411 5C3256 T859MC MASTER M3 33.10 11.59 8/12/95 5C3256 T859MC MASTER M3 22.40 7.84 8/12/95 5C3256 T859MC MASTER M3 50.63 17.72 8/12/95 5C3256 0507697 11558 XTO INVITATION 5C3256 0507697 11558 XTO #NSILICONE RUBBE M1 48.05 16.82 8/19/95 5C3256 0507697 11558 XTO #NSILICONE RUBBE M1 101.54 35.54 8/19/95 5C3256 0507697 11558 XTO #NSILICONE RUBBE M1 76.86 26.90 8/19/95 5C3256 0502773 60280 MCMAST #N#6072T33 M1 26.66 9.33 9/2/95 5C3256 60280 MCMAST #FRT M1 3.11 1.09 9/2/95 5C3256 F0922 FEDERAL EXPRESS M1 26.65 7.57 9/30/95 5C3256 F0922 FEDERAL EXPRESS M1 34.65 9.84 9/30/95 5C3256 5C3256FY M3 0.00 -30.90 9/30/95 411 $529.36 $150.34 05 43122 50 449 5C3256 T8595FRT M3 2.62 0.92 8/12/95 5C3256 T859FRT M3 2.62 0.92 8/12/95 5C3256 T8595FRT M3 2.62 0.92 8/12/95 5C3256 5C3256FY M3 0.00 -0.53 9/30/95 449 $7.86 $ 2.23 05 43122 60 499 5C3256 L3795 CASH M1 9.46 3.31 7/01/95 5C3256 5C3256FY M3 0.00 -0.62 9/30/95 499 $9.46 $2.69 05 43122 60 917 5C3256 00407 WHUANG 285900850 M1 148.50 51.98 4/29/95 5C3256 5C3256FY M3 0.00 -9.81 9/30/95 917 $148.50 $42.17 06 43122 60 927 5C3256 00407 WHUANG 285900850 M1 5.36 1.88 4/29/95 5C3256 5C3256FY M3 0.00 -0.36 9/30/95 927 $5.36 $1.52 06 43122 60 947 5C3256 00407 WHUANG 285900850 M1 14.00 4.90 4/29/95 5C3256 5C3256FY M3 0.00 -0.92 9/30/95 947 $14.00 -$3.98 06 43122 60 957 5C3256 00407 WHUANG 285900850 M1 79.00 27.65 4/29/95 5C3256 5C3256FY M3 0.00 -5.21 9/30/95 957 $79.00 $22.44 06 43122 60 999 5C3256 L3695 CASH M1 4.27 1.49 6/24/95 5C3256 5C3256FY M3 0.00 -0.28 9/30/95 999 $4.27 $1.21 60 $810.46 $230.17 43122 $810.46 $230.17 05 05 $810.46 $230.17 Grand Total 810.46 230.17 5C3256 46357 SOUTHE #FRT M3 .33 2.17 11/17/95 5C3256 0602039 46357 SOUTHE #NANODE PLATE M1 352.74 177.08 11/17/95 5C3256 0602039 46357 SOUTHE #NCATHODE PLATE M1 352.74 177.08 11/17/95 411 $709.81 $374.07 05 43122 60 449 5C3256 F1208 FEDERAL EXPRESS M1 10.75 5.40 12/29/95 5C3256 5C3256FY M3 0.00 0.27 9/30/96 449 $10.75 $5.67 5C3256 0502223 10200 MCMAST #N#5239K16 M1 70.00 35.14 1/19/96 5C3256 0502228 22282 ALBANY #N#SS-IRS8-A M1 74.20 37.25 1/9/96 5C3256 0502229 25019 OMEGA E #N#FL-1214 M1 496.00 248.99 1/19/96 5C3256 0502228 22282 ALBANY #N#B-1610-61 M1 28.70 14.41 1/19/96 5C3256 0502228 22282 ALBANY #N#B-1610-1.8 M1 12.40 6.22 1/19/96 05 43122 50 611 5C3256 37262 NEWARK #FRT M1 2.93 1.47 2/16/96 5C3256 T8592ALBANY VAL M3 496.00 248.99 2/16/96 5C3256 0507151 37262 NEWARK #NCAPACITOR 47 M1 68.60 34.44 2/16/98 5C3256 0507232 88513 UNITED S #NTANK 14 GAL M1 63.63 31.94 2/23/96 5C3256 0507232 88513 UNITED S #NTANK, 30 CAL.W/ M1 66.88 33.57 2/23/96 5C3256 0507232 88513 UNITED S #NBUSHING,REDU M1 2.66 1.34 2/23/96 5C3256 05C7232 88513 UNITED S #NFITTING,3/4" FPT M1 4.61 2.31 2/23/96 5C3256 05C7232 88513 UNITED S #NFITTING,1/4" FPT M1 11.10 5.57 2/23/96 5C3256 05C7232 88513 UNITED S #NTUBING, POLYET M1 40.67 20.42 2/23/96 5C3256 05C7232 88513 UNITED S #NBUSHING,REDU M1 23.20 11.65 2/23/96 5C3256 88513 UNITED S #FRT M1 33.08 16.61 2/23/96 5C3256 l2096 CASH M1 22.83 11.46 2/23/96 5C3256 0507232 88513 UNITED S #NBUSHING,REDU M1 8.62 4.33 2/23/96 5C3256 0502392 01670 W.W.GR #N#4P177 M1 3.89 1.95 3/1/96 5C3256 0502392 01670 W.W.GR. #N#4P579 M1 4.22 2.12 3/1/96 5C3256 0502392 01670 W.W.GR. #N#6XC44 M1 9.52 4.78 3/1/96 5C3256 0507235 07775 FLUID ME #NADAPTOR M1 40.00 20.08 3/1/96 5C3256 0507251 88936 UNITED S #NBUSHING,REDU M1 8.62 4.33 3/1/96 5C3256 0502392 81697 W.W.GR. #N#2P351 M1 52.20 26.20 3/1/96 5C3256 0507251 88936 UNITED S #NFITTING, PVC M1 8.64 4.34 3/1/96 5C3256 0507238 05707 U.S.FILT #NCARTRIDGE REP M1 348.00 174.70 3/1/96 5C3256 0507235 07775 FLUID ME #NPUMP, METERIN M1 550.00 276.10 3/1/96 5C3256 0507235 07775 FLUID ME #NSEAL, LIP M1 20.00 10.04 3/1/96 5C3256 0507213 86911 WOLBER #NTERMINALS M1 94.71 47.54 3/1/96 5C3256 0507213 87019 WOLBER #NTERMINALS M1 145.56 73.07 3/1/96 5C3256 00447 MODULA CREDIT FOR #FRT M1 -521.15 -261.62 3/1/96 5C3256 0507235 07775 FLUID ME #NDRIVE, HIGH SPE M1 720.00 361.44 3/1/96 5C3256 18391 WHATMA #FRT M1 2.65 1.33 3/1/96 5C3256 0502392 01670 W.W.GR. #N#1Z782 M1 62.10 31.17 3/1/96 5C3256 88936 UNITED S #FRT M1 6.85 3.44 3/1/96 5C3256 0507251 88936 UNITED S #NFITTING, PVC M1 9.18 4.51 3/1/96 5C3296 18369 WHATMA #FRT M1 2.90 1.46 3/1/96 5C3256 07775 FLUID ME #FRT M1 8.85 4.44 3/1/96 5C3256 01670 W.W.GR. #FRT M1 5.18 2.60 3/1/96 5C3256 81697 W.W.GR. #FRT M1 3.89 1.95 3/1/96 5C3256 01670 W.W.GR. #FRT M1 4.69 2.35 3/1/96 5C3256 0502401 18391 WHATMA #N#A917A-000 M1 196.46 98.62 3/1/96 5C3256 0502401 18369 WHATMA #N#A915A-BX M1 152.88 76.75 3/1/96 5C3256 0502401 18369 WHATMA #N#A915A-DX M1 152.88 76.75 3/1/96 05 43122 50 611 5C3256 0502392 01670 W.W.CR. #N#1P641 M1 15.72 7.89 3/1/96 5C3256 05707 U.S. FILT #FRT M1 21.28 10.68 3/1/96 5C3256 0502423 03059 C & K PU #NPUNCH 7/16" DIA M1 3.48 1.75 3/8/96 5C3256 F0126 FEDERAL EXPRESS M1 15.20 7.63 3/8/96 5C3256 F0126 FEDERAL EXPRESS M1 25.30 12.70 3/8/96 5C3256 0502423 03059 C & K PU #NPUNCH, 13/16" DI M1 8.84 4.44 3/8/96 5C3256 0502423 03059 C & K PU #NPUNCH, 13/16" DI M1 4.42 2.22 3/8/96 5C3256 03059 C & K PU #FRT M1 20.25 10.17 3/8/96 5C3256 0502324 03059 C & K PU #NPUNCH, 7/16" DIA M1 6.96 3.49 3/8/96 5C3256 0502404 22377 ALBANY #N#SS-8P8T M1 75.20 37.75 3/15/96 5C3256 0502404 22377 ALBANY #N#SS-600-1-4 M1 13.40 6.73 3/15/96 5C3256 0502404 22377 ALBANY #N#SS-810-1-6 M1 61.20 30.72 3/15/96 5C3256 0502404 22377 ALBANY #N#SS-400-1-1 M1 9.80 4.92 3/15/96 5C3256 0502404 22377 ALBANY #N#SS-8CPA2-50 M1 75.30 37.80 3/15/96 5C3256 0502404 22377 ALBANY #N#SS-8-HN M1 18.00 9.04 3/15/96 5C3256 0502404 22377 ALBANY #N#SS-810-3-8TMT M1 66.60 33.43 3/15/96 5C3256 0502404 22377 ALBANY #N#SS-1211-PC-8 M1 25.20 12.65 3/15/96 5C3256 03/14 CASH M1 9.77 4.90 3/15/96 5C3256 0502404 22377 ALBANY #N#SS-811-PC M1 34.40 17.27 3/15/96 5C3256 0502404 22377 ALBANY #N#SS-1611-PC M1 29.80 14.96 3/15/96 5C3256 0502404 22377 ALBANY #N#SS-400-1-12 M1 66.50 33.38 3/15/96 5C3256 0502404 22377 ALBANY #N#8-600-2-6 M1 9.20 4.62 3/15/96 5C3256 22377 ALBANY #FRT M1 3.50 1.76 3/15/96 5C3256 0502404 22377 ALBANY #N#SS-8-TA-7-4RT M1 19.40 9.74 3/15/96 5C3256 0502404 22377 ALBANY #N#8-1610-9 M1 49.00 24.60 3/15/96 5C3256 0507257 76186 NEWARK #NTRANSFORMER, M1 38.73 9.44 3/22/96 5C3256 0502442 89556 UNITED S #N#06254 RECTANG M1 33.49 16.81 3/22/96 5C3256 0502419 01671 W.W.GR. #N#6A662 M1 25.47 12.79 3/22/96 5C3256 0502442 89556 UNITED S #N#95034 LITTLE GI M1 98.55 49.47 3/22/96 5C3256 0507275 01671 W.W.GR. #NCONDENSATE P M1 52.20 26.20 3/22/96 5C3256 0507269 Y8550 KAMAN I #NINSULATION VAR M1 78.72 39.52 3/22/96 5C3256 0507257 76186 NEWARK #NRELAY, CURRENT M1 74.80 37.55 3/22/96 5C3256 0507264 872-11 WOLBER #NSO CORD M1 23.50 11.80 3/22/96 5C3256 0507257 76186 NEWARK #NSOCKET, RELAY M1 8.28 4.16 3/22/96 5C3256 02299 NEWAGE #FRT M1 3.72 1.87 3/22/96 5C3256 0507264 87241 WOLBER. #NSTRAIN RELIEF M1 12.00 6.02 3/22/96 5C3256 0507407 18340 KENTROL #NASIICROFT #25-1 M1 222.00 111.44 3/22/96 5C3256 0507275 01670 W.W.GR. #NTUBING, POLYET M1 12.20 6.12 3/22/96 5C3256 0507236 02299 NEWAGE #NTUBIN, NYLON M1 192.38 96.57 3/22/96 05 43122 50 611 5C3256 0507278 91481 ASSOCIA #NWASHERS.BELL M1 271.00 136.04 3/22/96 5C3256 0507277 30444 MCMAST #NWASHERHI-STR M1 3.67 1.84 3/22/96 5C3256 L3496 CASH FITTINGS M1 6.81 3.42 3/22/96 5C3256 0507263 78435 NEWARK #NSONAL.ERT M1 30.24 15.18 3/22/96 5C3256 01671 WW.GR #FRT M1 7.56 3.80 3/22/96 5C3256 76186 NEWARK #FRT M1 7.75 3.89 3/22/96 5C3256 76186 NEWARK #FRT M1 6.75 3.39 3/22/96 5C3256 Y8550 KAMAN 1 #FRT M1 38.00 19.08 3/22/96 5C3256 18340 KENTROL #FRT M1 6.57 3.30 3/22/96 5C3256 78435 NEWARK #FRT M1 3.03 1.52 3/22/96 5C3256 0507259 97360 W W.GR #NFUSE,250V. 40A M1 365.26 183.36 3/22/96 5C3256 30444 MCMAST #FRT M1 2.70 1.36 3/22/96 5C3256 01671 W W.GR #FRT M1 3.27 1.64 3/22/96 5C3256 91481 ASSOCIA #FRT M1 3.55 1.78 3/22/96 5C3256 89556 UNITED S #FRT M1 11.64 5.84 3/22/96 5C3256 0507289 60328 OAKES E #NCOUPLING 3/4"E M1 2.65 1.33 3/29/96 5C3256 0507289 60328 OAKES E #NCONNECTOR E M1 0.86 0.43 3/29/96 5C3256 0507289 60328 OAKES E #NCONDUIT 3/4" M1 19.84 9.95 3/29/96 5C3256 0507289 60328 OAKES E #NCLAMPS, 3/4" M1 2.03 1.02 3/29/96 5C3256 0502472 18338 KENTROL #NASHCROFT #25-1 M1 97.96 49.18 3/29/96 5C3256 0507276 89067 UNITED S #NCUTTER, TUBING M1 9.82 4.93 3/29/96 5C3256 0507276 89607 UNITED S #NADAPTER #5815 M1 9.36 4.70 3/29/96 5C3256 0507289 60328 OAKES E #NSWITCH, DISCON M1 84.16 42.25 3/29/96 5C3256 0507282 02621 NEWAGE ##NTUBING, NYLOTU M1 384.76 193.15 3/29/96 5C3256 0507276 89607 UNITED S #NADAPTER #5815 M1 10.50 5.27 3/29/96 5C3256 0507276 89607 UNITED S #INT-CLIPS #59032 M1 7.60 3.82 3/29/96 5C3256 0507276 89607 UNITED S #NFITTING #16401 M1 14.80 7.43 3/29/96 5C3256 0507276 89607 UNITED S #NFITTING #16402 M1 24.62 12.36 3/29/96 5C3256 0507289 60328 OAKES E #NFUSE 20 AMP M1 15.66 7.85 3/29/96 5C3256 0507276 89607 UNITED S #NT-CLIPS #59035 M1 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W.GR #FRT M1 4.01 2.01 3/29/96 5C3256 Y8554 KAMAN 1 #FRT M1 7.23 3.63 3/29/96 5C3256 34302 SAGER S #FRT M1 16.85 8.46 3/29/96 5C3256 54708 MSC IND #FRT M1 5.01 2.52 3/29/96 5C3256 31991 MCMAST #FRT M1 3.04 1.53 3/29/96 5C3256 31991 MCMAST #FRT M1 2.70 1.35 3/29/96 5C3256 14636 THRUWA #FRT M1 4.57 2.29 3/29/96 5C3256 0502462 31991 MCMAST #N#4745K3 M1 97.76 49.08 3/29/96 5C3256 0502462 31991 MCMAST #N#6826k62 M1 14.46 7.26 3/29/96 5C3256 89607 UNITED S M1 100.03 50.22 3/29/96 5C3256 18400 KENTROL #FRT M1 6.70 3.36 4/5/96 5C3256 0502472 18400 KENTROL #NPRESSURE GAU M1 56.25 28.24 4/5/96 5C3256 0502429 14553 SEALING #NGRAFOIL GASKE M1 124.30 62.40 4/12/96 5C3256 0502429 14536 SEALING #NDIE M1 115.00 57.73 4/12/96 5C3256 0502429 14536 SEALING #NDIE M1 130.00 65.26 4/12/96 5C3256 0502429 14536 SEALING #NDIMENSIONAL IN M1 90.00 45.18 4/12/96 5C3256 0502429 14553 SEALING #NDIE M1 264.00 132.53 4/12/96 5C3256 0502429 14553 SEALING #NGASKET GRAFO M1 145.20 72.89 4/12/96 5C3256 0502429 14536 SEALING #NDIE M1 125.00 62.75 4/12/96 5C3256 0502429 14536 SEALING #NHUMIDIFIER PAD M1 18.64 9.36 4/12/96 5C3256 0502429 14536 SEALING #NHUMIDIFIER PAD M1 136.00 68.27 4/12/96 5C3256 0502429 14536 SEALING #NHUMIDIFIER PAD M1 32.01 16.07 4/12/96 5C3256 0502429 14553 SEALING #NWINDOW GASKE M1 243.00 121.99 4/12/96 5C3256 F0301 UPS M1 3.61 1.81 4/12/96 5C3256 F0405 UPS M1 3.77 1.89 4/12/96 5C3256 0502471 35993 DIAMOND #NDISTILLED WATE M1 155.76 78.19 4/12/96 5C3256 0502401 18628 WHATMA #NALUMINUM HEAD M1 32.41 16.27 4/12/96 5C3256 14553 SEALING M1 270.00 135.54 4/12/96 5C3256 89556 UNITED S M1 -98.55 -19.47 4/12/96 5C3256 6752 PAR MFG #FRT M1 21.25 10.67 4/12/96 5C3256 18628 WHATMA #FRT M1 17.50 8.79 4/12/96 5C3256 0502449 6752 PAR MFG #N#875B027-REV A M1 1,215.00 609.93 4/12/96 5C3256 0502429 14553 SEALING #NDIE M1 182.00 91.35 4/12/96 5C3256 0502471 35993 DIAMOND #NDEPOSIT, $600E M1 288.00 144.58 4/12/96 5C3256 14536 SEALING #FRT M1 3.76 1.89 4/12/96 05 43122 50 611 5C3256 08941 W. WGR #FRT M1 2.65 1.33 4/26/96 5C3256 F0202 UPS M1 2.48 1.24 4/26/96 5C3256 F0202 UPS M1 2.48 1.24 4/26/96 5C3256 0502414 08941 W WGR #N#2A251 STRAIN R M1 35.40 17.77 4/26/96 5C3256 FO426 FED EX M1 15.00 7.53 5/3/96 5C3256 0517 APA TRANSPORT M1 81.14 40.73 5/24/96 5C3256 14895 SEALING #FRT M1 51.25 25.73 5/24/96 5C3256 35993 DIAMOND M1 -83.02 -41.68 5/24/96 05 43122 50 617 5C3256 L1996 CASH M1 5.94 2.98 2/16/96 5C3256 00306 GANTON 119402188 M1 43.20 21.69 3/15/96 5C3256FY M3 0.00 1.23 9/30/96 617 $49.14 $25.90 05 43122 50 627 5C3256 00306 GANTON 119402188 M1 10.00 5.02 3/15/96 5C3256 5C3256FY M3 0.00 0.25 9/30/96 627 $10.00 $5.27 05 43122 50 647 5C3256 00306 GANTON 119402188 M1 4.50 2.26 3/15/96 5C3256 5C3256FY M3 0.00 0.11 9/30/96 647 $4.50 $2.37 05 43122 50 649 5C3256 F0220 FEDERAL EXPRESS M1 10.50 5.27 3/8/96 5C3256 F0220 FEDERAL EXPRESS M1 12.50 6.28 3/8/96 5C3256 F0220 FEDERAL EXPRESS M1 29.00 14.56 3/8/96 5C3256 F0220 FEDERAL EXPRESS M1 10.50 5.27 3/8/96 5C3256 F0315 UPS M1 4.80 2.41 4/12/96 5C3256 F0412 FEDERAL EXPRESS M1 8.00 4.02 4/26/96 5C3256 5C3256FY M3 0.00 1.87 9/30/96 649 $76.30 $39.68 5C3256 0594073 11725 FUEL CELL M1 169.82 85.25 4/19/96 5C3256 0594073 11760 FUEL CELL M1 4.68 2.35 5/24/96 5C3256 0594075 11961 MFG INVOICE #285 M1 15.90 8.38 9/30/96 5C3256 5C3256FY M3 0.00 13.57 9/30/96 5C3256 0594073 11961 MFG INVOICE #285 M1 30.96 16.32 9/30/96 661 $589.80 $310.83 05 43122 60 699 5C3256 L1996 CASH M1 1.79 0.90 2/16/96 05 43122 60 699 5C3256 L2396 CASH M1 30.00 15.06 3/15/96 5C3256 L3496 CASH CHANGE M1 -3.21 -1.61 3/22/96 5C3256 5C3256FY M3 0.00 0.71 9/30/96 699 $28.58 $15.06 05 43122 60 711 5C3256 0502464 22429 ALBANY #N#SS-600-1-2 M1 12.00 6.02 3/29/96 5C3256 0502464 22429 ALBANY #N#SS-602-1 M1 23.16 11.63 3/29/96 5C3256 0502464 22429 ALBANY #N#SS-601-PC M1 19.10 9.64 3/29/96 5C3256 0502464 22429 ALBANY #N#SS-1210-6 M1 52.80 26.51 3/29/96 5C3256 0502464 22429 ALBANY #N#SS-12-HRN-4 M1 13.10 6.58 3/29/98 5C3256 0502464 22429 ALBANY #N#SS-600-3TTM M1 20.50 10.29 3/29/96 5C3256 0502464 22429 ALBANY #N#SS-4-CS M1 29.40 14.76 3/29/96 5C3256 0502464 22429 ALBANY #N#SS-4-HN M1 13.20 6.63 3/29/96 5C3256 0502470 32378 MCMAST #N#4636K43 M1 565.28 283.77 3/29/96 5C3256 0502464 22430 ALBANY #N#SS-4-HN M1 4.40 2.21 3/29/96 5C3256 0502464 22429 ALBANY #N#SS-400-1-4 M1 29.40 14.76 3/29/96 5C3256 0502464 22429 ALBANY #N#SS-12-HRN-8 M1 13.00 6.53 3/29/96 5C3256 0502464 22429 ALBANY #N#SS-1210-1-8 M1 16.50 8.28 3/29/96 5C3256 0502464 22429 ALBANY #N#SS-4-TA-1-4 M1 8.60 4.32 3/29/96 5C3256 0502464 22429 ALBANY #N#SS-6-TA-7-4 M1 7.30 3.66 3/29/96 5C3256 32378 MCMAST #FRT M1 3.42 1.72 3/29/96 5C3256 22430 ALBANY #FRT M1 2.52 1.27 3/29/96 5C3256 L2596 CASH M1 6.75 3.39 3/29/96 5C3256 L2596 CASH M1 4.05 2.03 3/29/96 5C3256 L2596 CASH M1 11.53 5.79 3/29/96 5C3256 0502464 22429 ALBANY #N#SS-1210-2-12 M1 25.20 12.65 3/29/96 5C3256 0502464 22429 ALBANY #N#SS-4-ST M1 54.60 27.41 3/29/96 5C3256 T8599AWESCO M3 5.76 2.89 4/5/96 5C3256 L2696 CASH M1 15.29 7.68 4/5/96 5C3256 T8599FEDERAL EXP M3 10.75 5.40 4/5/96 5C3256 0502488 01672 W.W.GR. #N#5t982 M1 51.69 25.95 4/5/96 5C3256 T8699FEDERAL EXP M3 13.00 6.53 4/5/96 5C3256 0507295 93224 W.W.GR. #NGLOVES, LATEX, M1 65.52 32.89 4/5/96 5C3256 T8599FEDERAL EXP M3 11.40 5.72 4/5/96 5C3256 0507304 60331 OAKES E #NCONDUIT UNION M1 36.50 18.32 4/12/96 5C3256 12537 XTO #FRT M1 4.70 2.36 4/12/96 5C3256 0507304 60331 OAKES E #NSEALING CEMENT M1 5.08 2.55 4/12/96 5C3256 63205 W.W.GR. #FRT M1 3.89 1.95 4/12/96 5C3256 0502485 12537 XTO #NCHR#6TB TEMP M1 64.40 32.33 4/12/96 5C3256 0502485 12537 XTO #NCHR#A2008, TEM M1 145.20 72.89 4/12/96 05 43122 60 711 5C3256 0507304 60331 OAKES E #NCONDUIT BOX 1/ M1 75.68 37.99 4/12/96 5C3256 0507304 60331 OAKES E #NCONDUIT UNION M1 41.00 20.58 4/12/96 5C3256 0507304 60331 OAKES E #NFIBER FILLER M1 64.08 32.17 4/12/96 5C3256 0507318 63205 W.W.GR. #NGLOVES, LATEX, M1 98.28 49.34 4/12/96 5C3256 0502476 73189 AWESCO #NHYDROGEN, UHP M1 4,750.00 2,384.50 4/12/96 5C3256 0507304 60331 OAKES E #NCONDUIT TEE 1/ M1 117.20 58.83 4/12/96 5C3256 55824 MSC IND #FRT M1 16.00 8.03 4/26/96 5C3256 0502496 14828 SEALING #N#875C026-P3-REV M1 18.64 9.36 4/26/96 5C3256 0502496 14828 SEALING #N#875C026-P2-REV M1 16.80 8.43 4/26/96 5C3256 0502496 14828 SEALING #N#875C026-PI-REV M1 42.80 21.49 4/26/96 5C3256 0502525 37899 MCMAST #N#47225K63 M1 16.37 8.22 4/26/96 5C3256 0502510 55824 MSC IND #N#08904187 M1 7.68 3.86 4/26/96 5C3256 0502510 55824 MSC IND #N#08790412 M1 26.60 13.35 4/26/96 5C3256 14828 SEALING #FRT M1 3.70 1.86 4/26/96 5C3256 0502496 14828 SEALING #NINSPECTION REP M1 90.00 45.18 4/26/96 5C3256 0502476 73389 AWESCO #NHYDROGEN, UHP M1 1,900.00 953.80 5/10/96 5C3256 0502476 73402 AWESCO #NHYDROGEN, UHP M1 2,850.00 1,430.70 5/10/96 5C3256 0502476 73931 AWESCO #N ULTRA HIGH PU M1 75.00 37.65 5/17/96 5C3256 0502476 73931 AWESCO #NHYDROGEN, UHP M1 1,140.00 572.28 5/17/96 5C3256 73629 AWESCO M1 6.00 3.01 5/24/96 5C3256 0502516 11365 GALBRAI #NPLATINUM ANAL M1 35.00 17.57 5/24/96 5C3256 73629 AWESCO M1 219.48 110.18 5/24/96 5C3256 72930 AWESCO M1 12.00 6.02 5/24/96 5C3256 0502557 35993 DIAMOND #NREVERSE OSMO M1 52.44 26.32 6/14/96 5C3256 0604 FEDERAL EXPRESS MI 15.20 7.63 6/14/96 5C3256 74271 AWESCO M1 151.44 76.02 6/14/96 5C3256 0502557 35993 DIAMOND #NREVERSE OSMO M1 -52.44 -26.32 7/12/96 5C3256 5C3256FY M3 0.00 328.93 9/30/96 711 $13,158.04 $6,934.29 5C3256 00320 GANTON 119402188 M1 139.05 69.80 3/29/96 5C3256 00320 WKUSAY 071467846 M1 193.05 96.91 3/29/96 5C3256 00318 GANTON 119402188 M1 44.01 22.09 3/29/96 5C3256 L2696 CASH M1 2.70 1.36 4/5/96 5C3256 5C3256FY M3 0.00 9.47 9/30/96 717 $ 378.81 $199.63 05 43122 50 727 5C3256 00318 GANTON 119402188 M1 6.00 3.01 3/29/96 5C3256 00320 WKUSAY 071467846 M1 27.03 13.57 3/29/96 5C3256 00320 GANTON 119402188 M1 58.84 29.54 3/29/96 5C3256 5C3256FY M3 0.00 2.30 9/30/96 727 $91.87 $48.42 05 43122 50 747 5C3256 00320 WKUSAY 071467846 M1 17.20 8.63 3/29/96 5C3256 00320 GANTON 119-102188 M1 12.15 6.10 3/29/96 5C3256 00318 GANTON 119-102188 M1 4.05 2.03 3/29/96 5C3256 5C3256FY M3 0.00 0.84 9/30/96 747 $33.40 $17.60 05 43122 50 749 5C3256 F0412 UPS M1 3.03 1.52 4/26/96 5C3256 F0412 FEDERAL EXPRESS M1 10.75 5.40 4/26/96 5C3256 5C3256FY M3 0.00 0.34 9/30/96 749 $13.78 $7.26 06 43122 60 799 5C3256 L2596 CASH M1 45.17 22.68 3/29/96 5C3256 L2596 CASH M1 8.64 4.34 3/29/96 5C3256 L2596 CASH M1 42.78 21.48 3/29/96 5C3256 L2596 CASH M1 17.63 8.85 3/29/96 5C3256 L2596 CASH M1 39.70 19.93 3/29/96 5C3256 L2596 CASH M1 47.70 23.95 4/5/96 5C3256 L2596 CASH M1 10.16 5.10 4/5/96 5C3256 L2596 CASH M1 10.69 5.37 4/5/96 5C3256 5C3256FY M3 0.00 5.54 9/30/96 799 $222.47 $117.24 50 $26,203.00 $13,808.99 43122 $26,203.00 $13,808.99 05 $26,203.00 $13,808.99 Grand Total $26,203.00 $13,808.99 Div. Proj. Sec. Dash Contract Po No. Invoice Vendor Description ID Mat $S GA $$ W/E Date 05 46160 50 208 5C6513 1037 ENGI-NUI M1 1,134.00 569.27 8/9/96 5C6513 1040 ENGI-NUI M1 1,777.50 892.31 9/20/95 5C6513 5C6513FY M3 0.00 127.06 9/30/96 5C6513 1042 ENGI-NUI M1 1,721.25 864.07 9/30/96 5C6513 1043 ENGI-NUI M1 450.00 225.90 9/30/96 208 $5,082.75 $2,678.61 05 46150 50 211 5C6513 1038 ENGI-NUI M1 2,385.00 1,197.27 8/16/96 5C6513 1039 ENGI-NUI M1 1,867.50 937.49 9/13/96 5C6513 5C6513FY M3 0.00 156.65 9/30/96 5C6513 1041 ENGI-NUI M1 2,013.75 1,010.90 9/30/96 211 $6,266.25 $3,302.31 05 46160 50 217 5C6513 72596 N. VITALE 051329453 M1 764.00 383.53 8/2/96 5C6513 00913 GANTON 119402188 M1 150.66 75.63 9/20/96 5C6513 5C6513FY M3 0.00 22.87 9/30/96 217 $914.66 $482.03 05 46150 50 227 5C6513 72596 N. VITALE 051329453 M1 15.00 7.53 8/2/96 5C6513 00913 GANTON 119402188 M1 12.50 6.28 9/20/96 5C6513 5C6513FY M3 0.00 0.68 9/30/96 227 $27.50 $14.49 05 46150 50 247 5C6513 72596 N. VITALE 051329453 M1 44.33 22.25 8/2/96 5C6513 00913 GANTON 119402188 M1 18.00 9.04 9/20/96 5C6513 5C6513FY M3 0.00 1.56 9/30/96 247 $62.33 $32.85 05 46150 50 257 5C6513 72596 N. VITALE;051329453 M1 79.00 39.66 8/2/96 5C6513 5C6513FY M3 0.00 1.97 9/30/96 257 $79.00 $ 41.63 05 46150 50 299 5C6513 L4996 CASH M1 21.60 10.84 9/30/96 5C6513 5C6513FY M3 0.00 0.54 9/30/96 299 $21.60 $ 11.38 05 46150 50 311 5C6513 11941 ACCR TURBOTECH M1 5,400.00 2,710.80 9/30/96 5C6513 11941 ACCR TURBOTECH M1 5,400.00 2,710.80 9/30/96 5C6513 0502785 30890 TURBOT #NPERFORM AERO M1 3,600.00 1,807.20 9/30/96 5C6513 5C6513FY M3 0.00 60.00 9/30/96 311 $14,400.00 $7,588.80 05 46150 50 611 5C6513 5C6513FY M3 0.00 14.35 9/30/96 05 46150 50 611 5C6513 0502815 00589 DWYER 1 #NMD.#4100B M1 574.00 288.15 9/30/96 611 $574.00 $302.50 05 46150 50 711 5C6513 L4096 CASH M1 9.45 4.74 8/9/96 5C6513 L4196 CASH M1 17.09 8.58 8/9/96 5C6513 08089 NEWMET #FRT M1 24.05 12.07 8/9/96 5C6513 24462 FISHER S #FRT M1 11.24 5.64 8/9/96 5C6513 T9114 SPRAYIN #FRT M1 19.50 9.79 8/9/96 5C6513 0502717 T9114 SPRAYIN #N#CP7717- 2/007-V1 M1 55.28 27.75 8/9/96 5C6513 0502718 24462 FISHER S #N#12-876-2 M1 141.70 71.13 8/9/96 5C6513 0502717 H2978 SPRAYIN #N1/8VAU- SS-SUV6 M1 584.56 293.45 8/9/96 5C6513 0502733 08080 NEWMET #NPOROUS SINTER M1 350.00 175.70 8/9/96 5C6513 0502710 75500 AWESCO #NCOMPRSSED O M1 134.42 67.48 8/9/96 5C6513 0502717 T9114 SPRAYIN #N#14392-16- 711 M1 22.74 11.42 8/9/96 5C6513 H2978 SPRAYIN #FRT M1 17.75 8.91 8/9/96 5C6513 08269 CASH M1 10.26 5.15 8/30/96 5C6513 08269 CASH M1 10.13 5.09 8/30/96 5C6513 937 SOLUTIO #FRT M1 20.00 10.04 9/6/95 5C6513 0502759 41547 UNCLES #N316L STN.STL.S M1 36.80 18.47 9/6/96 5C6513 0502759 41547 UNCLES #N316L STN.STL.S M1 17.00 8.53 9/6/96 5C6513 0502757 05797 ACI CON #NPARKER #F4MC2 M1 11.10 5.57 9/6/96 5C6513 0502757 05797 ACI CON #NPARKER #LC-4 M1 5.40 2.71 9/6/96 5C6513 0502714 55384 R.D. SPE #N#10 WIRE COATI M1 12.75 6.40 9/6/96 5C6513 0507487 96144 E-TEK, IN #NCATALYST, 20% M1 287.00 144.07 9/6/96 5C6513 0502714 55384 R.D. SPE #N#90 WIRE COATI M1 15.75 7.91 9/6/96 5C6513 0502714 55384 R.D. SPE #N#80 WIRE COATI M1 15.75 7.91 9/6/96 5C6513 0502714 55384 R.D. SPE #N#30 WIRE COATI M1 12.75 6.40 9/6/96 5C6513 0502714 55384 R.D. SPE #N#3 WIRE COATIN M1 12.75 6.40 9/6/96 5C6513 0502758 27920 FISHER S #N#14-169-15A M1 17.50 8.79 9/6/96 5C6513 0502758 27920 FISHER S #FRT M1 20.56 10.32 9/6/96 5C6513 55384 R.D. SPE #FRT M1 3.19 1.60 9/6/96 5C6513 L4496 CASH M1 3.86 1.94 9/6/96 5C6513 0507488 937 SOLUTIO #NNAFION SOLUTIO M1 650.00 326.30 9/6/96 5C6513 05797 ACI CON #FRT M1 5.52 2.77 9/6/96 5C6513 0502769 01085 BERTRA #N#2R4-316 M1 48.00 24.10 9/13/96 5C6513 0502769 01085 BERTRA #N#4CM2-316 M1 14.72 7.39 9/13/96 5C6513 0502769 01085 BERTRA #N#2SCNF-316 M1 29.12 14.62 9/13/96 5C6513 0502769 01085 BERTRA #N#2PC-316 M1 43.80 21.99 9/13/96 5C6513 0502769 01085 BERTRA #N#2CM2-316 M1 16.12 8.09 9/13/96 05 46150 50 711 5C6513 01085 BERTRA #FRT M1 18.20 9.14 9/13/96 5C6513 01085 BERTRA #FRT M1 4.89 2.45 9/13/96 5C6513 09119 METALS #FRT M1 26.00 13.05 9/13/96 5C6513 0502769 01085 BERTRA #N#4CM4-316 M1 23.70 11.93 9/13/96 5C6513 0502769 01085 BERTRA #N#4PC2-316 M1 73.50 36.90 9/13/96 5C6513 0502769 01085 BERTRA #N#4RU2-316 M1 62.00 31.12 9/13/96 5C6513 0502769 01085 BERTRA #N#4R2-316 M1 68.60 34.44 9/13/96 5C6513 0502769 01085 BERTRA #N#4SCNF-316 M1 74.76 37.53 9/13/96 5C6513 0502787 09119 METALS #N316STN. STLFOI M1 97.00 48.69 9/13/96 5C6513 0502769 01085 BERTRA #N#4PC-316 M1 32.60 16.37 9/13/96 5C6513 0502769 01085 BERTRA #N#4TTT-316 M1 125.30 62.90 9/13/96 5C6513 96144 E-TEK,IN #FRT M1 3.22 1.62 9/20/96 5C6513 0502790 96144 E-TEK, IN #N20% PLATINUM M1 287.00 144.07 9/20/96 5C6513 0502757 05936 ACICON #NPARKER #F4U4 M1 18.90 9.49 9/30/96 5C6513 74918 AWESCO M1 7.20 3.61 9/30/96 5C6513 74918 AWESCO M1 14.40 7.23 9/30/96 5C6513 7495578 AWESCO M1 100.41 50.42 9/30/96 5C6513 74918 AWESCO M1 111.72 56.08 9/30/96 5C6513 0502764 14615 BROOKFI #NBROOKFIELD VIS M1 188.00 94.38 9/30/96 5C6513 76225 AWESCO M1 7.44 3.73 9/30/96 5C6513 0502757 05936 ACICON #PARKER #4MC4 M1 11.10 5.57 9/30/96 5C6513 74918 AWESCO M1 10.80 5/42 9/30/98 5C6513 67128 MSC IND #FRT M1 4.77 2.39 9/30/96 5C6513 0502819 67128 MSC IND #N#71915078 M1 37.24 18.69 9/30/96 5C6513 5C65I3FY M3 0.00 109.57 9/30/96 5C6513 0502757 05936 ACICON #NPARKER #F4TU4 M1 24.20 12.15 9/30/96 5C6513 76225 AWESCO M1 1.08 7.47 9/30/96 5C6513 76225 AWESCO M1 11.16 5.60 9/30/96 5C6513 76225 AWESCO M1 100.44 50.42 9/30/96 5C6513 75578 AWESCO M1 0.12 0.06 9/30/96 5C6513 75578 AWESCO M1 7.44 3.73 9/30/96 5C6513 75578 AWESCO M1 14.88 7.47 9/30/96 5C6513 75578 AWESCO M1 11.10 5.60 9/30/96 5C6513 05936 ACICON #FRT M1 5.57 2.80 9/30/96 5C6513 76225 AWESCO M1 3.72 1.87 9/30/96 5C6513 711 $4,381.68 $2,309.15 05 46150 50 717 5C6513 00912 GHEROT 067661779 M1 82.49 41.41 9/20/96 5C6513 5C6513FY M3 0.00 2.06 9/30/96 717 $82.49 $43.47 05 46150 60 727 5C6513 00912 GHEROT 067664779 M1 10.82 5.43 9/20/96 5C6513 00912 WHUANG 285900850 M1 16.87 8.47 9/20/96 5C6513 5C6513FY M3 0.00 0.69 9/30/96 727 $27.69 $14.59 05 46150 60 747 5C6513 00912 GHEROT 67664779 M1 29.00 14.56 9/20/96 5C6513 5C6513FY M3 0.00 0.72 9/30/96 747 $29.00 $15.28 05 46150 50 749 5C6513 F0830 UPS M1 2.57 1.29 9/20/96 5C6513 F0913 UPS M1 3.03 1.52 9/20/96 5C6513 5C6513FY M3 0.00 0.14 9/20/96 49 $5.60 $2.95 05 46150 60 761 5C6513 0594162 1861 FUEL CELL M1 66.84 33.55 8/23/96 5C6513 0594162 11861 FUEL CELL M1 369.02 185.25 8/23/96 5C6513 5C6513FY M3 0.00 23.45 9/30/96 5C6513 0594162 11877 FUEL CELL M1 87.24 43.79 9/30/96 5C6513 0594162 11877 FUEL CELL FORD M1 414.49 208.07 9/30/96 761 $937.59 $494.11 05 46150 50 761 5C6513 0594162 11961 MFG INVOICE #285 M1 81.00 42.69 9/30/96 761 $81.00 $42.69 50 $32,973.14$17,376.84 46150 $32,973.14$17,376.84 05 46151 50 217 5C6513 72396 J. MEACH 268268969 M1 399.75 200.67 8/2/96 5C6513 5C6513FY M3 0.00 10.00 9/30/96 217 $399.76 $210.67 05 46151 60 227 5C6513 72396 J. MEACH 268268969 M1 4.32 2.17 8/2/96 5C6513 5C6513FY M3 0.00 0.11 9/30/96 227 $4.32 $2.28 05 46151 60 247 5C6513 72396 J. MEACH 268268969 M1 7.00 3.51 8/2/96 5C6513 5C6513FY M3 0.00 0.18 9/30/96 247 $7.00 $3.69 05 46151 50 257 5C6513 72396 J. MEACH 268268969 M1 39.50 19.83 8/2/96 5C6513 5C6513FY M3 0.00 0.99 9/30/96 257 $39,50 $20.82 50 $450,57 $237.46 46151$450,57 $237.46 05 $33,423.71$17,614.30 Grand Total: $33,423.71$17,614.30 Div/ Sec Account Project Invoice/PO Name Transaction Description Amount Period SubPd Number 05.50 00031-000 5C6513 056-00217- Customer Receivable Account -121707.95 2 4 056-07963- Customer Receivable Account -203335.86 3 3 057-00035- Proj Prod Bill Posting 319524.90 3 4 057-00055- Proj Prod Bill Posting 160570.64 4 3 057-00086- Proj Prod Bill Posting 261828.60 5 2 057-00035- Customer Receivable Account -319524.90 5 4 057-00055- Customer Receivable Account -160570.64 5 4 057-00086- Customer Receivable Account -261828.60 6 2 057-00119- Proj Prod Bill Posting 236208.91 6 2 057-00119- Customer Receivable Account -236208.91 7 1 057-00142- FORD MOTOR CO Proj Prod Bill Posting 157372.37 7 3 057-00167- FORD MOTOR CO Proj Prod Bill Posting 123551.85 8 2 057-00142- Customer Receivable Account -157372.37 8 4 Account Total -201491.96 00037-000 OCT SALES 129626.19 1 4 Revenue Posting 189898.71 2 4 057-00035- Proj Prod Bill Posting -319524.90 3 4 Revenue Posting 160570.64 3 5 057-00055- Proj Prod Bill Posting -160570.64 4 3 JANUARY SALES 261828.60 4 4 057-00086- Proj Prod Bill Posting -261828.60 5 2 Revenue Posting 236208.91 5 4 057-00119- Proj Prod Bill Posting -236208.91 6 2 Revenue Posting 157372.37 6 5 057-00142- Proj Prod Bill Posting -157372.37 7 3 Revenue Posting 123551.85 7 4 057-00167- Proj Prod Bill Posting -123551.85 8 2 Revenue Posting 148795.92 8 4 Account Total 148795.92 00052-000 COGS Transfer -129626.19 1 4 COGS Transfer -184766.55 2 4 COGS Transfer -158311.52 3 5 COGS Transfer -259051.68 4 4 COGS Transfer -233344.14 5 4 COGS Transfer -154998.13 6 5 COGS Transfer -122114.18 7 4 COGS Transfer -147280.16 8 4 Account Total -1389492.55 00053-002 OVERHEAD 58869.76 1 4 OVERHEAD 62118.70 2 4 OVERHEAD 52667.24 3 5 OVERHEAD 62827.46 4 4 OVERHEAD 65820.21 5 4 OVERHEAD 55688.32 6 5 OVERHEAD 32882.93 7 4 OVERHEAD 32342.10 8 4 Account Total 4231216.72 00053-004 G&A 45194.68 1 4 G&A 49342.97 2 4 G&A 47604.16 3 5 G&A 77896.66 4 4 G&A 70166.42 5 4 G&A 46607.83 6 5 G&A 36719.65 7 4 G&A 44287.04 8 4 Account Total 417819.41 00401-000 OCT SALES -129626.19 1 4 Revenue Posting -189898.71 2 4 Revenue Posting -160570.64 3 5 JANUARY SALES -261828.60 4 4 Revenue Posting -236208.91 5 4 Revenue Posting -157372.37 6 5 Revenue Posting -123551.85 7 4 Revenue Posting -148795.92 8 4 Account Total -1407853.19 00411-001 COGS Transfer 129626.19 1 4 COGS Transfer 184766.55 2 4 COGS Transfer 158311.52 3 5 COGS Transfer 259051.68 4 4 COGS Transfer 233344.14 5 4 COGS Transfer 154998.13 6 5 COGS Transfer 122114.18 7 4 COGS Transfer 147280.16 8 4 Account Total 1389492.55 Project Total -619513.10 00053-003 5C6513 L1597 CASH WIP MATERIAL 4.86 5 4 Account Total 4.86 00053-493 ups 28.50 2 4 FEDERAL EXPRESS 19.80 3 5 Account Total 48.30 Project Total 53.16 00053-003 5C6513 1044 ENGI-NUITY ASSOC. WIP MATERIAL 1732.50 1 2 1045 ENGI-NUITY ASSOC. WIP MATERIAL 2261.25 1 3 1046 ENGI-NUITY ASSOC. WIP MATERIAL 1980.00 1 4 1047 ENGI-NUITY ASSOC. WIP MATERIAL 1822.50 2 1 UPS 2.57 2 2 1048 ENGI-NUITY ASSOC. WIP MATERIAL 2227.50 2 2 1049 ENGI-NUITY ASSOC. WIP MATERIAL 1687.50 2 3 1050 ENGI-NUITY ASSOC. WIP MATERIAL 832.50 2 4 1051 ENGI-NUITY ASSOC. WIP MATERIAL 1845.00 3 1 1052 ENGI-NUITY ASSOC. WIP MATERIAL 585.00 3 2 1053 ENGI-NUITY ASSOC. WIP MATERIAL 1440.00 3 2 1054 ENGI-NUITY ASSOC. WIP MATERIAL 540.00 3 4 1055 ENGI-NUITY ASSOC. WIP MATERIAL 1035.00 3 5 1056 ENGI-NUITY ASSOC. WIP MATERIAL 855.00 4 3 1057 ENGI-NUITY ASSOC. WIP MATERIAL 1845.00 4 4 Account Total 20691.32 00053-083 1058 ENGI-NUITY ASSOC. WIP MAT CONSULTANTS 2025.00 5 1 1059 ENGI-NUITY ASSOC. WIP MAT CONSULTANTS 1080.00 5 2 1062 ENGI-NUITY ASSOC. WIP MAT CONSULTANTS 1228.50 6 1 1063 ENGI-NUITY ASSOC. WIP MAT CONSULTANTS 1012.50 6 2 1064 ENGI-NUITY ASSOC. WIP MAT CONSULTANTS 1035.00 6 3 1065 ENGI-NUITY ASSOC. WIP MAT CONSULTANTS 135.00 6 4 1066 ENGI-NUITY ASSOC. WIP MAT CONSULTANTS 1147.50 6 5 1067 ENGI-NUITY ASSOC. WIP MAT CONSULTANTS 1125.00 7 1 1068 ENGI-NUITY ASSOC. WIP MAT CONSULTANTS 1111.50 7 2 1069 ENGI-NUITY ASSOC. WIP MAT CONSULTANTS 1777.50 7 3 1070 ENGI-NUITY ASSOC. WIP MAT CONSULTANTS 684.00 7 4 1071 ENGI-NUITY ASSOC. WIP MAT CONSULTANTS 1395.00 8 1 1072 ENGI-NUITY ASSOC. WIP MAT CONSULTANTS 1710.00 8 2 1073 ENGI-NUITY ASSOC. WIP MAT CONSULTANTS 1237.50 8 3 1074 ENGI-NUITY ASSOC. WIP MAT CONSULTANTS 450.00 8 4 Account Total 17154.00 00053-113 96120500 60507518 SCHENECTADY METALLURGICAL M&P LABS MOUNTS OF SAM 118.00 1 4 FEDERAL EXPRESS 12.50 2 4 60091 70502187 AMERICAN DURAFILM CO IN .001"THK./.0005" TEFLON, 18" 106.65 4 1 161662 70502277 FRY STEEL COMPANY 17-4 pH STN.STL.1-1/2" DIA.X 48.41 5 3 4389 70502110 KEY PERSONNEL DETAILER SERVICES,KARL KNAPP 880.00 5 3 SERVICES SD80891 70502253 WALL COLMONOY CORP. DEVELOPMENT OF BRAZE PROCE 1519.25 5 3 171359 70502298 STEEL TREATERS INC CERTIFICATION AND FURNACE CH 12.00 6 2 171359 70502298 STEEL TREATERS INC HEAT TREAT TREAT PT. #883C018 45.00 6 2 Account Total 2741.81 00053-173 L396 CASH WIP MAT T&L TRANS 16.20 1 3 L396 CASH WIP MAT T&L TRANS 30.78 1 3 EX970100 GARY ANTONELLI EXPENSE 126.36 2 4 EX970115 GARY ANTONELLI EXPENSE 100.98 3 2 EX970136 GARY ANTONELLI EXPENSE 98.28 3 3 EX970225 GARY ANTONELLI EXPENSE 54.00 5 1 EX970265 GARY ANTONELLI EXPENSE 778.42 5 4 Account Total 1205.02 00053-273 EX970100 GARY ANTONELLI EXPENSE 4.27 2 4 EX970115 GARY ANTONELLI EXPENSE 9.50 3 2 EX970136 GARY ANTONELLI EXPENSE 16.50 3 3 EX970225 GARY ANTONELLI EXPENSE 12.92 5 1 EX970265 GARY ANTONELLI EXPENSE 40.80 5 4 Account Total 83.99 00053-473 EX970100 GARY ANTONELLI EXPENSE 5.30 2 4 EX970115 GARY ANTONELLI EXPENSE 10.90 3 2 EX970136 GARY ANTONELLI EXPENSE 1.10 3 3 EX970225 GARY ANTONELLI EXPENSE 0.55 5 1 EX970265 GARY ANTONELLI EXPENSE 14.00 5 4 Account Total 31.85 00053-493 FEDERAL EXPRESS 10.75 3 5 FEDERAL EXPRESS 8.00 4 4 FEDERAL EXPRESS 8.00 4 4 FEDERAL EXPRESS F0307 8.00 6 4 Account Total 34.75 00053-573 EX970265 GARY ANTONELLI EXPENSE 56.25 5 4 Account Total 56.25 00053-613 941681 524.01 5 3 941681 838.41 5 4 Account Total 1362.42 Project Total 43361.41 00053-003 5C6513 4295 70502110 KEY PERSONNEL DETAILER SERVICES, LYNNWOOD 840.00 3 3 SERVICES 4315 KEY PERSONNEL DETAILER SERVICES, LYNNWOOD 840.00 3 3 SERVICES COLON INV 4329 -1000.00 5 1 COLON INV 4356 -1000.00 5 1 COLON INV 4364 -1000.00 5 1 COLON INV 4337 -800.00 5 1 DARDEN INV 4339 672.00 5 1 DARDEN INV 4348 672.00 5 1 DARDEN INV 4322 798.00 5 1 DARDEN INV 4358 819.00 5 1 DARDEN INV 4331 840.00 5 1 DARDEN INV 4366 840.00 5 1 4383 70502110 KEY PERSONNEL DETAILER SERVICES, LYNNWOOD 819.00 5 2 SERVICES 4398 70502110 KEY PERSONNEL DETAILER SERVICES, LYNNWOOD 840.00 5 4 SERVICES 4405 70502110 KEY PERSONNEL DETAILER SERVICES, LYNNWOOD 840.00 6 1 SERVICES 4420 70502110 KEY PERSONNEL DETAILER SERVICES, LYNNWOOD 840.00 6 4 SERVICES 4425 70502110 KEY PERSONNEL DETAILER SERVICES, LYNNWOOD 840.00 6 4 SERVICES 4412C KEY PERSONNEL WIP MATERIAL -22.00 7 3 Account Total 6678.00 00053-083 1068 ENGI-NUITY ASSOC. WIP MAT CONSULTANTS 90.00 7 2 1069 ENGI-NUITY ASSOC. WIP MAT CONSULTANTS 45.00 7 3 Account Total 135.00 00053-113 4308 70502110 KEY PERSONNEL DETAILER SERVICES, LYNNWOOD 504.00 3 3 SERVICES 4307 70502110 KEY PERSONNEL DETAILER SERVICES, KARL KNAPP 704.00 3 3 SERVICES 4314 70502110 KEY PERSONNEL DETAILER SERVICES, KARL KNAPP 880.00 3 3 SERVICES 30949 60502785 TURBO TECHNOLOGY DELIVERABLE OF FINAL AERO DES 1870.00 3 4 AL0200252 70502181 MCS/COMPUTERLAND HP COLOR PRINT CARTRIDGE #HP 55.00 4 1 AL0200252 70502181 MCS/COMPUTERLAND COLOR TRANSPARENCIES FOR HP 98.00 4 1 4321 70502110 KEY PERSONNEL SER. DETAILER SERVICES, KARL KNAPP 880.00 4 1 4320 70502110 KEY PERSONNEL SER. DETAILER SERVICES, DONALD CO 1000.00 4 1 30963 60502785 TURBO TECHNOLOGY DETAILED DRAWINGS FOR THE TU 2720.00 4 1 30963 60502785 TURBO TECHNOLOGY DELIVERABLE OF FINAL AERO DES 5400.00 4 1 4338 70502110 KEY PERSONNEL SER. DETAILER SERVICES, KARL KNAPP 704.00 4 1 4347 70502110 KEY PERSONNEL SER. DETAILER SERVICES, KARL KNAPP 704.00 4 3 4337 70502110 KEY PERSONNEL SER. DETAILER SERVICES, DONALD CO 800.00 4 3 4330 70502110 KEY PERSONNEL SER. DETAILER SERVICES, KARL KNAPP 880.00 4 3 4329 70502110 KEY PERSONNEL SER. DETAILER SERVICES, DONALD CO 1000.00 4 3 4356 70502110 KEY PERSONNEL SER. DETAILER SERVICES, DONALD CO 1000.00 4 3 4357 70502110 KEY PERSONNEL SER. DETAILER SERVICES, KARL KNAPP 880.00 4 4 4365 70502110 KEY PERSONNEL SER. DETAILER SERVICES, KARL KNAPP 880.00 4 4 4364 70502110 KEY PERSONNEL SER. DETAILER SERVICES, DONALD CO 1000.00 4 4 COLON INV 4320 -1000.00 5 1 4374 70502110 KEY PERSONNEL SER. DETAILER SERVICES, KARL KNAPP 847.00 5 1 4382 70502110 KEY PERSONNEL SER. DETAILER SERVICES, KARL KNAPP 880.00 5 2 4390 70502110 KEY PERSONNEL SER. DETAILER SERVICES, LYNNWOOD 819.00 5 3 4397 70502110 KEY PERSONNEL SER. DETAILER SERVICES, KARL KNAPP 880.00 5 4 4404 70502110 KEY PERSONNEL SER. DETAILER SERVICES, KARL KNAPP 880.00 6 1 REV ACCR ENTRY FY'96 -5400.00 6 4 4413 70502110 KEY PERSONNEL SER. DETAILER SERVICES, LYNNWOOD 840.00 6 4 4419 70502110 KEY PERSONNEL SER. DETAILER SERVICES, KARL KNAPP 869.00 6 4 4412 70502110 KEY PERSONNEL SER. DETAILER SERVICES, KARL KNAPP 880.00 6 4 4424 70502110 KEY PERSONNEL SER. DETAILER SERVICES, KARL KNAPP 880.00 6 4 4411 70502110 KEY PERSONNEL SER. DETAILER SERVICES, DONALD CO 1000.00 6 4 4430 70502110 KEY PERSONNEL SER. DETAILER SERVICES, KARL KNAPP 858.00 6 5 4437 70502110 KEY PERSONNEL SER. DETAILER SERVICES, KARL KNAPP 880.00 7 1 31047 60502785 TURBO TECHNOLOGY DELIVERABLE OF RESULTS OF FINI5400.00 7 1 Account Total 31472.00 00053-173 EX970266 GARY ANTONELLI EXPENSE 75.33 5 4 EX970282 JOHN MEACHER EXPENSE 1078.76 5 4 Account Total 1154.09 00053-273 EX970282 JOHN MEACHER EXPENSE 5.10 5 4 EX970266 GARY ANTONELLI EXPENSE 12.85 5 4 Account Total 17.95 00053-473 EX970282 JOHN MEACHER EXPENSE 12.00 5 4 Account Total 12.00 00053-573 EX970282 JOHN MEACHER EXPENSE 46.45 5 4 Account Total 46.45 Project Total 39515.49 00053-003 5C6513 102 DUNNE, JOHN L. WIP MATERIAL 4128.00 8 4 Account Total 4128.00 00053-083 1060 ENGI-NUITY ASSOC. WIP MAT CONSULTANTS 1665.00 5 3 1061 ENGI-NUITY ASSOC. WIP MAT CONSULTANTS 1417.50 5 4 1063 ENGI-NUITY ASSOC. WIP MAT CONSULTANTS 472.50 6 2 1064 ENGI-NUITY ASSOC. WIP MAT CONSULTANTS 292.50 6 3 1065 ENGI-NUITY ASSOC. WIP MAT CONSULTANTS 913.50 6 4 1066 ENGI-NUITY ASSOC. WIP MAT CONSULTANTS 1102.50 6 5 1067 ENGI-NUITY ASSOC. WIP MAT CONSULTANTS 900.00 7 1 1068 ENGI-NUITY ASSOC. WIP MAT CONSULTANTS 562.50 7 2 1069 ENGI-NUITY ASSOC. WIP MAT CONSULTANTS 180.00 7 3 101 70505010 DUNNE, JOHN L. CONSULTING SERVICES (DESIGN 3440.00 7 3 1070 ENGI-NUITY ASSOC. WIP MAT CONSULTANTS 1080.00 7 4 1073 ENGI-NUITY ASSOC. WIP MAT CONSULTANTS 292.50 8 3 1074 ENGI-NUITY ASSOC. WIP MAT CONSULTANTS 562.50 8 4 Account Total 12881.00 00053-113 L797 CASH WIP MAT PURCH PARTS 96.29 3 2 435830-00 70507175 NEWARK ELECTRONICS ENCODER CODEWHEEL FOR HP M 22.87 4 2 435830-00 70507175 NEWARK ELECTRONICS ENCODER CODEWHEEL FOR HP M 25.90 4 2 4466 70502110 KEY PERSONNEL SER. DETAILER SERVICES, KARL KNAPP 726.00 7 4 4461 70502110 KEY PERSONNEL SER. KARL KNAPP AT $22.00/HR. FROM 847.00 7 4 4450 70502110 KEY PERSONNEL SER. KARL KNAPP AT $22.00/HR. FROM 858.00 7 4 4442 70502110 KEY PERSONNEL SER. KARL KNAPP AT $22.00/HR. FROM 880.00 7 4 4472 70502110 KEY PERSONNEL SER. KARL KNAPP AT $22.00/HR. FROM 880.00 8 2 4488 70502110 KEY PERSONNEL SER. KARL KNAPP AT $22.00/HR. FROM 682.00 8 4 4481 70502110 KEY PERSONNEL SER. KARL KNAPP AT $22.00/HR. FROM 792.00 8 4 Account Total 5810.06 00053-493 FEDERAL EXPRESS 7.91 8 1 Account Total 7.91 Project Total 22826.97 00053-003 5C6513 1047 ENGI-NUITY ASSOC. WIP MATERIAL 427.50 2 1 1048 ENGI-NUITY ASSOC. WIP MATERIAL 427.50 2 2 1049 ENGI-NUITY ASSOC. WIP MATERIAL 225.00 2 3 1051 ENGI-NUITY ASSOC. WIP MATERIAL 180.00 3 1 1052 ENGI-NUITY ASSOC. WIP MATERIAL 90.00 3 2 Account Total 1350.00 00053-083 1068 ENGI-NUITY ASSOC. WIP MAT CONSULTANTS 180.00 7 2 Account Total 180.00 Project Total 1530.00 00053-113 5C6513 UPS 6.74 2 2 CM609372 DWYER INSTRUMENTS WIP MAT PURCH APRTS -574.00 2 3 FEDERAL EXPRESS 35.15 2 3 8436690B 70507046 RICHEY/DEANCO, INC. EJECTOR LATCH 4.90 2 4 8436690B 70507046 RICHEY/DEANCO, INC. STRAIN RELIEF 5.40 2 4 8436690B 70507046 RICHEY/DEANCO, INC. STRAIN RELIEF 17.08 2 4 8436690A 70507046 RICHEY/DEANCO, INC. HEADER, STRAIGHT PIN, 16 PIN 44.34 2 4 131047-02 70507052 NEWARK ELECTRONICS RESISTOR NETWORK, 100K OHMS 45.32 2 4 8436690B 70507046 RICHEY/DEANCO, INC. CONNECTOR, SOCKET 16 PIN 57.00 2 4 8436690B 70507046 RICHEY/DEANCO, INC. HEADER, STRAIGHT, 30 PIN 73.60 2 4 8436690B 70507046 RICHEY/DEANCO, INC. CONNECTOR, SOCKET, 30 PIN 115.20 2 4 127156 70507080 ADIRONDACK ELECTRONICS JACK, INSULATED, BLACK 32.50 3 2 127156 70507080 ADIRONDACK ELECTRONICS JACK, INSULATED, BLUE 32.50 3 2 127156 70507080 ADIRONDACK ELECTRONICS JACK, INSULATED, BROWN 32.50 3 2 127156 70507080 ADIRONDACK ELECTRONICS JACK, INSULATED, GRAY 32.50 3 2 127156 70507080 ADIRONDACK ELECTRONICS JACK, INSULATED, GREEN 32.50 3 2 127156 70507080 ADIRONDACK ELECTRONICS JACK, INSULATED, ORANGE 32.50 3 2 127156 70507080 ADIRONDACK ELECTRONICS JACK, INSULATED, PURPLE 32.50 3 2 127156 70507080 ADIRONDACK ELECTRONICS JACK, INSULATED, RED 32.50 3 2 127156 70507080 ADIRONDACK ELECTRONICS JACK, INSULATED, YELLOW 32.50 3 2 127156 70507080 ADIRONDACK ELECTRONICS JACK, INSULATED, WHITE 36.00 3 2 8436690C 70507046 RICHEY/DEANCO, INC. CABLE ASSY. 16 CONDUCTOR, RIB 526.37 3 2 10608 70507040 MATRIX CORPORATION CONNECTORS & HOUSING 155.44 4 4 10608 70507040 MATRIX CORPORATION INTERFACE BOARD 425.00 4 4 10608 70507040 MATRIX CORPORATION MASTER SCANNER 975.00 4 4 10608 70507040 MATRIX CORPORATION SWITCH MODULE 350.00 4 4 8498301 70507240 RICHEY/DEANCO, INC. STRAIN RELIEF 4.95 5 3 8498301 70507240 RICHEY/DEANCO, INC. EJECTOR LATCH 12.83 5 3 8498301 70507240 RICHEY/DEANCO, INC. HEADER, STRAIGHT, 30 PIN 40.20 5 3 8498301 70507240 RICHEY/DEANCO, INC. CONNECTOR, SOCKET, 30 PIN 63.00 5 3 39703 70507238 LMC-CADEX, INC. PHOTOPLOTS, PER MTI DWG. 883C 45.00 6 5 223776-00 70502385 NEWARK ELECTRONICS SOCKET 106.91 6 5 78908 70502389 PICO ELECTRONICS CONVERTER DC/DC INPUT 12VDC 274.94 6 5 39703 70507238 LMC-CADEX, INC. PHOTOPLOTS, PER MTI DWG. 883C 378.00 6 5 300997 70502390 FUTURE ELECTRONICS IC,ISOLATION AMPLIFIER 162.75 7 1 18774 70507267 TAMPA PRINTED CIRCUIT PC BOARD PER MTI DWG. 883C412 200.00 7 2 18773 70507267 TAMPA PRINTED CIRCUIT FOR MFG. OF PRINTED CIRCUIT BO 434.25 7 2 18773 70507267 TAMPA PRINTED CIRCUIT PC BOARD PER MTI DWG. 883E401 1787.50 7 2 Account Total 9101.37 00053-893 970207 70507249 MC ENVIRONMENTAL SER CLEAN & DECONTAMINATE (2) TES 2620.00 6 2 Account Total 2620.00 Project Total 11721.37 00053-003 5C6513 FEDERAL EXPRESS 8.00 1 4 941582 145.86 4 3 L1597 CASH WIP MATERIAL 11.34 5 4 Account Total 165.20 00053-083 97-0411C ROY M. HARWELL, JR. WIP MAT CONSULTANTS -1500.00 8 2 97-0411 70505011 HARWELL, JR., ROY CONSULTING SERVICES (ONE DAY) 1500.00 8 2 97-0411CA HARWELL, JR., ROY WIP MAT CONSULTANTS -1500.00 8 3 97-0411A ROY M. HARWELL, JR. WIP MAT CONSULTANTS 1500.00 8 3 Account Total 0.00 00053-113 100996 70502052 EMERLE GRINDING MODIFY 5/64" DIA.MILLING CUT 40.00 1 3 093096 60502822 EMERLE GRINDING MODIFY 7/64" DIA.END MILLS PE 40.00 1 3 6771144 70502033 MSC INDUSTRIAL 5/64" DIA DOUBLE END, 2 FLUTE 42.01 1 3 SUPPLY C 118499 60507505 GALBRAITH ANALYZE SAMPLES FOR PLATINUM 70.00 1 4 LABORATORIES 55817 60502799 R.D.SPECIALTIES INC. WIRE COATING RODS,SIZES #14 103.08 1 4 08533 70502034 ADVANCED MANUF. PLATE FORM, 2 PATH 250.00 1 4 08533 70502034 ADVANCED MANUF. PLATE FORM, 2 PATH 250.00 1 4 08533 70502034 ADVANCED MANUF. PLATE FORM,INCLUDED IS SKC93 250.00 1 4 08533 70502034 ADVANCED MANUF. PLATE FORM,INCLUDED IS SKC93 250.00 1 4 5409 60502818 AAA-ACME RUBBER CO. SHEET 1/32"THK.X36" W X 144" 531.00 1 4 9614479 70507018 E-TEK, INC. CARBON, SIZE 28.5CM X 35.5CM, 1315.28 1 4 SD89878 60502802 WALL COLMONOY CORP BRIGHT ANNEAL/SINTER SUPPLIE 300.00 2 1 SD89878 60502802 WALL COLMONOY CORP BRIGHT ANNEAL/SINTER LAMINAT 320.25 2 1 FEDERAL EXPRESS 5.95 2 2 1267 60502746 AUTOMATED DYNAMICS 6"X6"X1"THK,PPS/AS-4C CARBON 4550.00 2 2 1529969 70502129 MCMASTER CARR NATURAL LATEX SHEETING, 014"T 4.67 2 4 1529969 70502129 MCMASTER CARR 12"X12"X1/16" NEOPREME SHE 7.32 2 4 1529969 70502129 MCMASTER CARR NITRILE(BUNA-N)SHEET,36"X 13.18 2 4 961021 70502117 FUEL CELL 4"X4"X.5" BLOCK 216.00 3 2 TECHNOLOGIES 11154 70502139 PIERCE ALUMINUM CO ALUMINUM PLATES 5083-H321,1" 550.00 3 2 08597 70502089 ADVANCED MANUF. MACHINE ANODE PLATE PER MAR 260.00 3 3 08597 70502089 ADVANCED MANUF. MACHINE CATHODE PLATE PERM 260.00 3 3 768549 AWESCO WIP MAT PURCH PARTS 3.60 3 4 780966 AWESCO WP MAT PURCH PARTS 3.60 3 4 775052 AWESCO WP MAT PURCH PARTS 3.72 3 4 016874327 70507138 W.W. GRAINGER, INC. HAND NOTCHER 28.12 3 4 784695 70502135 AWESCO GAS MIXTURE:74% UHP HYDROGE 125.00 3 4 9614535 70507111 E-TEK, INC. CATALYST, 20% PLATINUM ON VUL 287.00 3 4 9614559 70507131 E-TEK, INC. CATALYST, 20% PT/C ON VULCAN 574.00 3 4 9614562 70507028 E-TEK, INC. CARBON, SIZE W/A 4.2MG/CM-2 9642.24 3 4 122696 7050220 AAA-ACME RUBBER CO. 26.00 3 5 122696 70502200 AAA-ACME RUBBER CO. #2740-33 SILICONE RUBBER SHEE 40.00 3 5 9614577 70507028 E-TEK, INC. CARBON, SIZE W/A 4.2MG/CM-2 8035.20 4 1 1244900 70502082 DUPONT COMPANY NAFION 112,H+ FORM CUT TO 9.2 23483.00 4 1 UPS 3.34 4 2 157573 7050184 ROBERT MCKEOWEN CO. SILICONE ELASTOMER, 2# KIT,PA 58.96 4 2 011397 70502215 CAMBRIDGE-LEE COPPER ALLOY C145,3/4'THK X 174.00 4 2 INDUSTRIES 9714583 70507028 E-TEK, INC. CARBON, SIZE W/A 4.2MG/CM-2 9642.24 4 2 1955106 70502147 MCMASTER CARR .008"THK.X 42" W, 9.99 4 3 NATURAL LATEX 1955106 70502147 MCMASTER CARR 0.10" THK.X 42" W. 11.52 4 3 NATURAL LATEX 1955106 70502147 MCMASTER CARR .012:THK.X 42" W 16.45 4 3 NATURAL LATEX 08726 70502206 ADVANCED MANUF. CUT COUPON FROM 316 STN. STL. 25.00 4 3 08726 70502206 ADVANCED MANUF. CUT COUPON FROM NICKEL-LAT 25.00 4 3 783836 70502145 AWESCO NITROGEN,HIGH PURITY,K-SIZE 70.00 4 3 2994294 70507211 MCMASTER CARR SHAFT COLLAR,3/8"ID X 3/4'OD 4.62 4 4 2994294 70507211 MCMASTER CARR BRG,NYLON SLV.,LANGE,5/8" 3/ 4.91 4 4 787118 AWESCO WIP MAT PURCH PARTS 8.88 4 4 96-1002-00 70502077 LONG ISLAND METAL FORM HYDROFORM SMAPLE PLATES 225.75 4 4 9714695 70507028 E-TEK, INC. CARBON,SIZE W/A 4.2MG/CM-2 7499.52 4 4 1479131 70502232 SEALING DEVICES INC 5 MIL THK,NO ADHESIVE,24" W 43.64 5 1 1479901 70502254 SEALING DEVICES INC .010" THK X 24" WIDE 70.00 5 2 1479557 70502232 SEALING DEVICES INC 10 MIL THK.NO ADHESIVE,24" W 81.45 5 2 122224 70502192 GALBRAITH PRVIDE PLATINUM ALANYSIS OF 145.00 5 2 LABORATORIES 9714611 70507028 E-TEK, INC. CARBON, SIZE W/A 4.2MB/CM-2 9106.56 5 2 010046 70502237 VALLEY GAGE CO,INC ALUMINUM SAMPLE PIECE FOR PR 580.00 5 3 000221 70502263 YARR ENGINEERING DIE PLATE, 2 PATH PLATE FOR 650.00 5 3 010046 70502237 VALLEY GAGE CO,INC ELECTRODE - 2PATH PLATE FOR 1077.66 5 3 9714624 70507256 E-TEK, INC. CATALYST, 20% PLATINUM ON VUL 287.00 5 4 9714617 70507028 E-TEK, INC. CARBON, SIZE W/A 4.2MB/CM-2 21427.20 5 4 FEDERAL EXPRESS 8.00 6 1 FEDERAL EXPRESS 12.50 6 1 3D0015 70502278 ULBRICH STELL 316L STN.STL.STRIP .004" THK 300.32 6 1 STAINLESS 987 70502287 SOLUTION TECHNOLOGY 10% NAFION SOLUTION 1100WE,5 685.00 6 2 08933 70502328 ADVANCED MANUF. PLATE PER DWG #883C073-REV.A 720.00 7 1 08933 70502328 ADVANCED MANUF. PLATE PER DWG #883C073-REV.A 720.00 7 1 08933 70502328 ADVANCED MANUF. PLATE PER DWG #883C073-REV.A 720.00 7 1 08933 70502328 ADVANCED MANUF. STAINLESS STEEL PLATE PER DW 720.00 7 1 97-0411 ROY M. HARWELL JR. WIP MAT PURCH PARTS 1500.00 7 1 010148C VALLEY GAGE CO,INC. WIP MAT PURCH PARTS -12.25 7 2 010149C VALLEY GAGE CO,INC. WIP MAT PURCH PARTS -12.25 7 2 010148 70502383 VALLEY GAGE CO,INC. ELECTRODE #1, 2 PATH PLATEFO 1225.00 7 2 010149 70502383 VALLEY GAGE CO,INC. ELECTRODE #2, 2 PATH PLATEFO 1225.00 7 2 FEDERAL EXPRESS 19.80 7 3 29817 70507333 AIN PLASTICS TEFLON TAPE,.008"X8"X36 YDS 244.24 7 3 FEDERAL EXPRESS 10.71 7 4 FEDERAL EXPRESS 22.75 7 4 L00182 ALBANY AIRPORT WIP MAT PURCH PARTS 61.05 7 4 COMFORT 6469729 70507375 FISHER SCIENTIFIC TETRABUTYLAMMONIUM HYDROXI 130.45 7 4 970266 70502291 SCHENECTADY M&P LAB METALLURGICAL MOUNTS FROM 32700 7 4 230933 70507372 ALBANY VALVE ADAPTER,1/8"FNPT TO 1/4" SWA 27.65 8 1 & FITTING CO 799050 AWESCO WIP MAT PURCH PARTS 40.32 8 1 793101 AWESCO WIP MAT PURCH PARTS 44.64 8 1 805216 AWESCO WIP MAT PURCH PARTS 44.64 8 1 125342 70502192 GALBRAITH PROVIDE PLATINUM ALANYSIS OF 74.00 8 1 LABORATORIES Y884035 70507387 KAMAN INDUSTRIAL INSULATING VARNISH,RED,AERO 15.56 8 2 050897 70507400 MASTER BOND, INC. SILICONE, 3 OX. TUBE 112.00 8 2 051697 70507410 UNIQUE WIRE WEAVING 8.55 8 3 000228 70502422 YARR ENGINEERING MODIFY EXISTING INVERSE DIE 20.00 8 3 051697 70507410 UNIQUE WIRE WEAVING SCREEN, PLAIN WEAVE, 316SS,.0 75.60 8 3 000228 70502422 YARR ENGINEERING DIE PLATE 1,2 PATH,50 SQ.CM P 650.00 8 3 000228 70502422 YARR ENGINEERING DIE PLATE 2,2 PATH,50 SQ.CM P 650.00 8 3 6382896 70507405 MCMASTER CARR SHIM STOCK ASSORTMENT,6"X12" 40.30 8 4 6382896 70507405 MCMASTER CARR SHIM STOCK,316 SS,12"X12"X 45.23 8 4 08926 70502328 ADVANCED MANUF. PLATE PER DWG,#883C115-REV.A 720.00 8 4 08926 70502328 ADVANCED MANUF. PLATE PER DWG,#883C115-REV.A 720.00 8 4 Account Total 115054.72 00053-173 EX970244 GARRY SMITH EXPENSE 52.11 5 3 EX970283 GARY ANTONELLI EXPENSE 83.16 5 4 EX70304 GARY ANTONELLI EXPENSE 97.47 6 1 EX970321 GARY ANTONELLI EXPENSE 98.01 6 2 EX970367 GARY ANTONELLI EXPENSE 58.05 6 5 EX970366 GARY ANTONELLI EXPENSE 68.31 6 5 L2097 CASH WIP MAT T&L TRANS 24.84 7 1 EX970383 GARRY SMITH EXPENSE 52.11 7 2 EX970382 GARY ANTONELLI EXPENSE 100.17 7 2 EX970446 GARY ANTONELLI EXPENSE 91.53 8 2 L2697 CASH WIP MAT T&L TRANS 8.10 8 4 L2697 CASH WIP MAT T&L TRANS 9.26 8 4 Account Total 743.12 0053-273 EX970244 GARRY SMITH EXPENSE 3.10 5 3 E5X22970283 GARY ANTONELLI EXPENSE 20.03 5 4 EX970304 GARY ANTONELLI EXPENSE 18.59 6 1 EX970321 GARY ANTONELLI EXPENSE 20.45 6 2 EX970366 GARY ANTONELLI EXPENSE 9.36 6 5 EX970367 GARY ANTONELLI EXPENSE 15.68 6 5 EX970382 GARY ANTONELLI EXPENSE 27.00 7 2 EX970446 GARY ANTONELLI EXPENSE 16.02 8 2 Account Total 130.23 00053-373 EX970382 GARY ANTONELLI EXPENSE 19.00 7 2 Account Total 19.00 00053-473 EX970244 GARRY SMITH EXPENSE 1.10 5 3 EX970283 GARY ANTONELLI EXPENSE 1.10 5 4 EX970304 GARY ANTONELLI EXPENSE 10.60 6 1 EX970321 GARY ANTONELLI EXPENSE 10.60 6 2 EX970366 GARY ANTONELLI EXPENSE 1.10 6 5 EX970367 GARY ANTONELLI EXPENSE 1.10 6 5 EX970383 GARRY SMITH EXPENSE 1.10 7 2 EX970382 GARY ANTONELLI EXPENSE 10.60 7 2 EX970446 GARY ANTONELLI EXPENSE 10.60 8 2 Account Total 47.90 00053-493 UPS 3.65 1 3 FEDERAL EXPRESS 8.00 3 5 FEDERAL EXPRESS 17.75 3 5 FEDERAL EXPRESS 18.20 3 5 UPS 3.16 6 4 FEDERAL EXPRESS F0307 8.00 6 4 FEDERAL EXPRESSF0314 12.75 6 4 FEDERAL EXPRESSF0307 16.93 6 4 FEDERAL EXPRESSF0314 51.85 6 4 UPS 3.16 7 3 Account Total 143.45 00053-613 941582 583.45 4 3 941851 645.78 4 4 941582 1061.94 4 4 941581 2.42 5 2 941582 13.61 5 2 941581 95.31 5 4 SHOPXX.94190.2 104.80 7 4 SHOPXX.94190.1 197.09 7 4 SHOPXX.94190.1 386.67 7 4 SHOPXX.94190.1 50.00 8 1 Account Total 3141.07 0053-893 33352 70507117 C.B.KAUPP & SONS INC PERFORM PROCESS DEVELOPME 865.00 6 3 33450 70507117 C.B.KAUPP & SONS INC PERFORM PROCESS DEVELOPME 1860.00 8 2 Account Total 2725.00 00053-993 3277 GERSHONS WIP MAT ALL OTHER 59.75 7 2 Account Total 59.75 Project Total 122229.44 00053-083 5C6513 1070 ENGI-NUITY ASSOC. WIP MAT CONSULTANTS 112.50 7 4 Account Total 112.50 00053-113 1355377 70502060 REID TOOL SUPPLY CO .250"DIA. FIXTURE BALL,PLAIN 309.04 1 4 228391 70502126 ALBANY VALVE MALE CONNECTOR, SWAGELOK 34.72 2 4 & FITTING CO 964333 70502055 ROBINSON FIN CORROGATED FIN STOCK, 7" W/D 1081.01 2 4 MACHINE INC. 535920 70502127 MOORE PRODUCTS CO. VALVE SPRING 1.50 3 4 535920 70502127 MOORE PRODUCTS CO. DIFF SPRING 3.60 3 4 535920 70502127 MOORE PRODUCTS CO. CLEANING WIRE 6.15 3 4 535920 70502127 MOORE PRODUCTS CO. VALVE SPRING 9.30 3 4 535920 70502127 MOORE PRODUCTS CO. RETAINING NUT 16.36 3 4 535920 70502127 MOORE PRODUCTS CO. TOP DIAPHRAGM ASSY. 39.00 3 4 535920 70502127 MOORE PRODUCTS CO. RESTRICTION SCREW 50.25 3 4 475919 70507074 OMEGA ENGINEERING CONNECTORS,MINATURE,TYPE N 53.12 3 4 535920 70502127 MOORE PRODUCTS CO EXHUST DIAPHRAGM 78.00 3 4 475919 70507074 OMEGA ENGINEERING JACK PANEL,19"W/MINIATURE C 91.20 3 4 475919 70507074 OMEGA ENGINEERING WIRE, THERMOCOUPLE, TYPE J 121.46 3 4 459476-00 70507086 NEWARK ELECTRONICS CABLE, 4 CONDUCTOR,25 GA.,DO 33.54 4 3 1043260-01 KRACKELER 70507186 SCIENTIFIC INC. CADMIUM OXIDE POWDER,J.T.BA 235.40 4 4 16586270 70507246 VWR SCIENTIFIC BORUNDUM CYLINDER,SIZE 1/2"S 66.05 5 4 16586270 70507246 VWR SCIENTIFIC BORUNDUM CYLINDER,SIZE 13/16" 66.05 5 4 16586270 70507246 VWR SCIENTIFIC MILL JAR, ROALOX,BURUNDUM-F 121.00 5 4 16850757 70502258 GATEWAY 2000 EPSON STYLUS 200 COLOR INKJET 356.50 5 4 16850757 70502258 GATEWAY 2000 GATEWAY P5-133 SYSTEM,SAME A 1742.00 5 4 16586281 70507246 VWR SCIENTIFIC GASKETS,FOR ROALOX MILL JARS 4.80 6 2 1680757C 70502258 GATEWAY 2000 GATEWAY P5-133 SYSTEM,SAME A -1742.00 6 3 1680757C 70502258 GATEWAY 2000 EPSON STYLUS 200 COLOR INKJET -346.50 6 3 1680757A 70502258 GATEWAY 2000 EPSON STYLUS 200 COLOR INK JE 204.00 6 3 16586290 70507246 VWR SCIENTIFIC MILL,JAR,GENERAL UTILITY,"1 1109.00 6 3 16850757A 70502258 GATEWAY 2000 GATEWAY P5-133 SYSTEM,SAME A 1924.00 6 3 L1997 CASH WIP MAT PURCH PARTS 9.71 6 5 08902 70502372 ADVANCED MANUF. TEST PIECE PER DWG.#883C085- 195.00 6 5 231003 70507377 ALBANY VALVE NEEDLE VALVE 77.44 8 1 & FITTING CO. 66069 70507378 SOLBERG MFG. CO. FILTER, INTAKE 79.82 8 1 AY54118 70507364 APPLIED INDUSTRIAL BELT,HTD FOR 19.53D.C.,USING 82.21 8 1 TECH. 932488345 70507376 W.W. GRAINGER,INC. SITE GLASS, IN LINE, 1" NPT 103.58 8 1 73340 70507390 CONGRESS GAS & OIL 10W40 SE, LUBRICATION OIL (1) 32.24 8 2 131563 70507389 BARNANT COMPANY FLOWMETER, 150-MM, 316 SS, W/ 219.34 8 4 7046 70502414-1 OPCON AUTOROTOR AB COMPRESSOR #0A1050 PER OPC 3200.00 8 4 68486 70502133 SL-MONTEVIDEO REVISED TO CANCEL THE ENTIRE 11400.00 8 4 TECHNOLOGY 68485 70502133 SL-MONTEVIDEO REVISED TO CANCEL THE ENTIRE 13208.00 8 4 TECHNOLOGY Account Total 34265.99 00053-493 FEDERAL EXPRESS 21.20 3 5 Account Total 21.20 00053-613 SHOPXX.941701 104.80 6 5 SHOPXX.94198.1 209.60 8 1 SHOPXX.94200.1 386.67 8 1 SHOPXX.94200.1 296.36 8 2 SHOPXX.94198.1 640.20 8 2 SHOPXX.94199.1 744.87 8 2 SHOPXX.941197.1 824.33 8 2 SHOPXX.94201.1 190.62 8 3 SHOPXX.941200.1 269.82 8 3 SHOPXX.941197.1 133.50 8 4 Account Total 3800.77 Project Total 38200.46 00053-113 5C6513 291186-00 7050125 NEWARK ELECTRONICS IC, CONDITIONER, TYPE J THERMO 36.12 3 4 198024 70508120 DATEL INC. IC, DC/DC CONVERTER,3 WATT,D 91.52 3 4 8456568A 70507121 RICHEY/DEANCO, INC. CABLE ASSY., 6 CONDUCTOR,8"L 128.33 4 1 1338 70507122 MOXLEY SKAN-MATIC SCANNER,HIGH SPEED RELFECTIVE 1267.50 4 1 557885 70507155 FUTURE ELECTRONICS PRESSURE SENSOR, 0-100 PSID 53.40 4 3 8487979A 70507214 RICHEY/DEANCO,INC. CABLE STRIP,4 COND.,SGLE END 163.90 5 2 3751535 70507250 MCMASTER CARR VACUUM PUMP, 2HP,LIQUID RIN 1170.93 5 4 598451 70507155 FUTURE ELECTRONICS PRESSURE SENSOR, 0-14.5 PSID 56.40 6 1 557885C 70507155 FUTURE ELECTRONICS PRESSURE SENSOR, 0-100 PSID -53.40 8 2 557885 70507155 FUTURE ELECTRONICS PRESSURE SENSOR, 0-14.5 PSID 53.40 8 2 Account Total 2968.10 Project Total 2968.10 00053-083 5C6513 1059 ENGI-NUITY ASSOC. WIP MAT CONSULTANTS 225.00 5 2 1071 ENGI-NUITY ASSOC. WIP MAT CONSULTANTS 270.00 8 1 Account Total 495.00 00053-173 EX970275 JOHN MEACHER EXPENSE 602.00 5 4 EX970281 JOHN MEACHER EXPENSE 766.00 5 4 EX970413 JOHN MEACHER EXPENSE 681.00 8 1 Account Total 2049.00 00053-273 EX970281 JOHN MEACHER EXPENSE 5.00 5 4 EX970413 JOHN MEACHER EXPENSE 4.15 8 1 Account Total 9.15 00053-473 EX970275 JOHN MEACHER EXPENSE 6.00 5 4 EX970281 JOHN MEACHER EXPENSE 6.00 5 4 Account Total 12.00 00053-493 FEDERAL EXPRESS 12.50 3 5 Account Total 12.50 00053-573 EX970275 JOHN MEACHER EXPENSE 114.00 5 4 Account Total 114.00 Project Total 2691.65 Division/Section Total -334415.05 Report Total -334415.05 MATERIAL IN SECURE GOVERNMENT ROOM 1. Computer, Gateway w/Monitor and Color Printer $1873 + $179 	Government Tag 6255 	P. O. #70502258 SC6513 0550-46150 2. 125-Z Extruded Teflon Tape 108 yds. 	P. O. #70502514 5C6513 0550-46150 3. Nafion 112 H+Formcut Qty. 475 P. O. #70502082 5C6513 0550-46150 Sheets 4. Cadmium Oxide Qty. 1 P. O. #70507186 0550-46150 Bottle 5. Alum. Alloy 7075-T6 AMS 4126A Qty. 4 	P. O. 70502246 5C6513 0550-46150 6. DC/DC Converter Qty. 3 	P. O. #70502389 5C6513 0550-46150 7. Analog Device Socket Qty. 1 	P. O. #70502385 5C6513 0550-46150 8. Amplifier, Isolation Qty. 1 	P. O. #70502390 5C6513 0550-46150 9. 	Pressure Sensor 	P. O. #70507155 5C6513 0550-46150-9 10. 	Pressure Switch P. O. #70507155 5C6513 0550-46150-9 11. Pressure Sensor Qty. 2 	P. O. #70507155 5C6513 0550-46150 12. High Speed Scanner Qty. 1 	P. O. #70507122 5C6513 0550-46150-9 13. Motorola Pressure Sensor Qty. 3 	P. O. #70507155 5C6513 0550-46150-9 CONFIDENTIAL 14. BWR 5/2 iC, DC Converter Qty. 2 	P. O. #70507120 5C6513 0550-46150 15. Cable Strip C5525 6 Cord Qty. 9 	P. O. #70507214 5C6513 0550-46150-9 MTI FABRICATION EQUIPMENT Inventory of MTI Fabrication Equipment Machine/Equipment Quantity Performance Characteristics/ Limits Miller Welding Unit 1 Hell Avc, TIG Miller Welding Unit 1 Syncrowave 300, TIG Miller Welding Unit 1 Deltawave, MIG Untek Welding Unit 1 Spot, 100 W-sec Weldamatic Welding Unit 1 Spot, 160 W-sec Greenerd Press 1 Hand arbor Annapolis Press 1 5-ton utility Press 1 75-ton utility Balancing Machine 1 Microbalance, to 4 in. Idameter x 36 in. Long: 50 lb Crane 1 5-ton traveling Crane 2 2-ton jio Crane 1 1-ton A-frame Crane 1 5-ton A-frame Baker Fork Truck 1 830PL 2740 lb Webb Engine Lathe 1 17 x 120 in. with GAP Webb Engine Lathe 1 17 x 40 in. with GAP Webb Engine Lathe 2 15 x 60 in. Monarch Tool Room Lathe 1 EE 10 x 40 in. Hardinge Tool Room Lathe 1 10 x 18 in. Hardinge Second Operation Lathe 2 DV59 Feeler Precision Lathe 1 10 in. Bridgeport Vertical Mill 2 10 x 48 in. Alliant Vertical Mill 2 Vertical with digital readout Bridgeport Mill 1 10 x 48 in. Line-A-Mill Cincinnati Mill 1 12 x 48 in. Tool Master Millport Mill 1 Vertical Brown & Sharp Grinder 1 14 x 48 in. Universal 0D-1D Landis Surface Grinder 1 No. 1-1/2 Do-All Tool Grinder 1 - - Baldor Bench Grinder 1 - - Houdale Powermatic Sander 1 - - Darex Drill Sharpener 1 - - MAAS Radial Drill 1 5-lt arm Rockwell Drilling Machine 1 1/2-in. Caoacity Do-All Saw 1 18-in throat 8-in height capacity Wells Cut-Off Saw 1 6 x 12 in. capacity Everett Abrasive Cut-Off Saw 1 16 in. Hauser Jig Borer 1 Model 5: 24 (H) x 29 (L) x 24 (D) in: 5 hp Borce Coordinate Measuring Machine 1 Model 401: 24 x 36 x 22 in. to 0.0003-in. accuracy Pnemu-Canon Pronometer 1 Model 5500 J & L Optical Comparator 1 14 in. Talysurf Surface Roughness 1 Model 4 Bench Hardness Toster 1 Rockwell A,j B, C, D, E, and F superificial EQUOTIP Portable Hardness Tester 1 - - Shore A Durometer 1 - - Federal Air Gage 1 8000:1 Federal Air Gage 1 2500:1 Inspection Light 1 Optical flat and monochromatic 16. Cable Assembly C55-6 Qty. 9	 P.O. #70507121 5C6513 0550-46150 - - 6389K45) Nylon Qty. 8 6432K14) Sleeve Qty. 2 P. O. #70507211 5C6513 0550-46150 18. 250 dia. Fixture Ball Qty.14 P. O. #70502060 5C6513 0550-46150 19. Str. Pin Header Qty.30 P.O.#70507046 5C6513 0550-46150 20. 30 Pin Str. Header P.O. #70507046 Qty.10 Ejector Latch - Qty.10 16 P Conn Sock - Qty.30 30P Conn. Sock - Qty.35 Strain Relief - Qty.30 Strain Relief - Qty.35 16 Count Cable Assy. - Qty.29 30P Conn. - Qty. 0 5C6513 0550-46150 21. Insulated Jack (Black) P.O. #70507080 Qty. 44 " " (Brown) " Qty. " " (Red) " Qty. 44 " " (Orange) " Qty. 60 " " (Yellow) " Qty.100 " " (Green) " Qty.100 " " (Blue) " Qty.100 " " (Purple) " Qty.100 " " (Gray) " Qty.100 " " (White) " Qty.100 5C6513 0550-46150 22. 100K Register Qty. 44 P.O. #70507052 5C6513 0550-46150 23. Electrode Govt. Tag 5C6513 0550- 6253 24. Test Housing Govt. Tag 5C6513 6266 25. Die Plate Govt. Tag 5C6513 6256 26. PN5C00 Carbon P.O. #70560002746 27. Teflon Tape Qty. 1 P.O. #70507333 5C6513 0550-46150-7 28. Adapter NFPV to 1/4 Qty. 2 P.O. #70507372 5C6513 29. Insulat. Varnish Red Qty. 3 P.O. 70507387 5C6513 30. Alum. Plates Qty. 9 P.O. 70502139 31. Compressor 0A1050 Qty. 2 P.O. #70502414-1 5C6513 0550-46150-8 32. Grafoil Qty. 1 P.O. #70502232 5C6513 0550-46150-7 1 Roll 33. Grafoil Qty. 14' P.O. #70502232 5C6513 0550-46150-7 Qty.14" 34. Flat Electrode Qty.10 P.O. #70507028 5C6513 0550-46150-7 35. Flat Electrode Qty.80 P.O. #70507028 5C6513 0550-46150-7 36. Flat Electrode Qty.30 P.O. #70507028 5C6513 0550-46150-7 37. Flat Electrode Qty.34 P.O. #70507028 5C6513 0550-46150-7 38. Flat Electrode Qty.36 P.O. #70507028 5C6513 0550-46150-7 39. ST. Montevideo Qty. 1 P.O. # 70502133 Tech 5C6513 0550-46150 40. Vacuum Pump Govt. Tag 5C6513 6258 41. Corr. Fin Stock Qty.47" P.O. # 70502055 5C6513 	 SCHEDULE 1.1(b) -- Inventory Attached is a list of all raw materials, finished goods, work-in-progress, supplies and inventories to be transferred to Plug Power, LLC. HARDWARE FOR MTI 10KW IRD FUEL CELL PROGRAM CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL TREATMENT REQUESTED. Functional Plates CONFIDENTIAL TREATMENT REQUESTED. Rejected Plates CONFIDENTIAL TREATMENT REQUESTED. Reserved for CONFIDENTIAL TREATMENT REQUESTED. (Gasket Evaluation) Reserved for CONFIDENTIAL TREATMENT REQUESTED. (Single Module) Total Plates CONFIDENTIAL TREATMENT REQUESTED. RAW MATERIALS Description Quantity CONFIDENTIAL TREATMENT REQUESTED 2 CONFIDENTIAL TREATMENT REQUESTED 2 CONFIDENTIAL TREATMENT REQUESTED CONFIDENTIAL TREATMENT REQUESTED WORK IN PROCESS AND AVAILABLE INVENTORY Description Drawing Number Quantity CONFIDENTIAL TREATMENT REQUESTED. 1 CONFIDENTIAL TREATMENT REQUESTED. 1 CONFIDENTIAL TREATMENT REQUESTED. 1 CONFIDENTIAL TREATMENT REQUESTED. 1 CONFIDENTIAL TREATMENT REQUESTED. 1 CONFIDENTIAL TREATMENT REQUESTED. 1 CONFIDENTIAL TREATMENT REQUESTED. 1 CONFIDENTIAL TREATMENT REQUESTED. 1 CONFIDENTIAL TREATMENT REQUESTED. approx. 50 CONFIDENTIAL TREATMENT REQUESTED. approx. 50 CONFIDENTIAL TREATMENT REQUESTED. 1 CONFIDENTIAL TREATMENT REQUESTED. 1 CONFIDENTIAL TREATMENT REQUESTED. 1 CONFIDENTIAL TREATMENT REQUESTED. 1 CONFIDENTIAL TREATMENT REQUESTED. 1 ITEM NUMBER RAW MATERIAL DESCRIPTION MTI TAG PROJECT LOCATION CONFIDENTIAL TREATMENT REQUESTED. Inventory Manuf. Room CONFIDENTIAL TREATMENT REQUESTED. Inventory Manuf. Room CONFIDENTIAL TREATMENT REQUESTED. IRD Manuf. Room CONFIDENTIAL TREATMENT REQUESTED. IRD Manuf. Room CONFIDENTIAL TREATMENT REQUESTED. IRD Manuf. Room CONFIDENTIAL TREATMENT REQUESTED. Ford Gov. Locked Rm. CONFIDENTIAL TREATMENT REQUESTED. Ford Gov. Locked Rm. SCHEDULE 1.1(d) -- Rights of MTI License Agreements - 1.	Nonexclusive Patent License Agreement with: The Regents of the University of California Los Alamos National Laboratory 2237 Trinity Drive Los Alamos, NM 87545 For: Technical information, know-how and data owned and controlled by the University and relating to catalyst loadings for solid polymer fuel cells as applied in CONFIDENTIAL TREATMENT REQUESTED. Government Contracts - 2.	Grant No. DE-FG02-96ER82208 U.S. Department of Energy Chicago Operations Office 9800 South Cass Avenue Argonne, Illinois 60439 Title: "Natural Gas Reformed Cleanup System for Proton Exchange Membrane (PEM) Fuel Cell 3.	Order No. C-75502-F National Aeronautics and Space Administration Lewis Research Center 21000 Brookpark Road Cleveland, OH 44135 Title: "400 Watt Fuel Cell Assembly" 4. Subcontract No. 47-2-R31153 under Ford Motor Company Prime Contract No. DE-AC02-94CE50389 with U.S. Department of Energy Ford Motor Company The American Road Dearborn, MI 48121-1899 Title: "R&D of a Direct-Hydrogen-Fueled Proton Exchange Membrane Fuel Cell for Transportation Applications" 5.	Agreement No.: 1791-ERER-ER-92 New York State Energy Research & Development Authority (NYSERDA) Corporate Plaza West 286 Washington Avenue Extension Albany, New York 12203-6399 Title: "Hybrid Electric Vehicle Program" 6.	Agreement No.: 4087-ERTER-TR-95 New York State Energy Research & Development Authority (NYSERDA) Corporate Plaza West 286 Washington Avenue Extension Albany, New York 12203-6399 Title: "MTI/Ford PEM Fuel Cell" 7.	Agreement No.: 4540-ERTER-RT-97 New York State Energy Research & Development Authority (NYSERDA) Corporate Plaza West 286 Washington Avenue Extension Albany, New York 12203-6399 Title: "Develop 50 kW Proton Exchange Membrane "PEM" Fuel Cell for Ford Vehicle" 	Pending Contracts - 1. PRDA No. DE-RA02-97EE50443 U.S. Department of Energy Chicago Operations Office 9800 South Cass Avenue 	Argonne, IL 60439 	Title: "Topic 1, Integrated Power System for Transportation" 2. PRDA No. DE-RA02-97EE50443, Subcontract Energy and Environmental Research Corp. 18 Mason Irvine, CA 92618 Title: "Topic 3, Fuel Cell for Buildings" Open Purchase Orders (Associated with Contracts and Plant Appropriations) - See Attached Employment Agreements - See Schedule 1.1(I) CONFIDENTIAL TREATMENT REQUESTED. Schedule of Active Proposals - See Attached Confidentiality Agreements - Confidentiality Agreements have been executed with all MTI employees having access to fuel cell technology. An example of MTI's standard Agreement is attached. See Schedule 1.1(I) Memorandum of Understanding - See Attached Arthur D. Little, Inc. Acorn Park Cambridge, MA 02140 Effective: 9/10/96 - 12/31/97 Teaming Agreement - See Attached Space Industries International 101 Courageous Drive League City, TX 77573 Subject: NASA JSC Solicitation 9-BE13-12-7-66P SCHEDULE 1.1(e) - Credits, Prepaid Expenses, Deferred Charges, Advance Payments, Security Deposits and Pre-Paid Items None SCHEDULE 1.1(g) -- Intellectual Property Attached is a list of all Intellectual Property used in connection with the Fuel Cell Business. Copyright - None Patents - See Attached Trademarks- None Trade Secrets - See Attached Know-How - Methods, Processes, Propietary Data and Information Necessary for MTI's Conduct of the Fuel Cell Business Fuel Cell Prototype Hardward Engineer's Patent Notebooks Associated Drawings Computer Files in Object and Source Code FUEL CELL PATENTS/PATENT APPLICATIONS MTI DOCKET TITLE STATUS CONFIDENTIAL TREATMENT REQUESTED. FUEL CELL TRADE SECRETS MTI DOCKET TITLE STATUS CONFIDENTIAL TREATMENT REQUESTED. SCHEDULE 1.1(h) -- Interest in Government Contracts License Agreements - 1.	Nonexclusive Patent License Agreement with: The Regents of the University of California Los Alamos National Laboratory 2237 Trinity Drive Los Alamos, NM 87545 For: Technical information, know-how and data owned and controlled by the University and relating to catalyst loadings for solid polymer electrolyte fuel cells as applied in CONFIDENTIAL TREATMENT REQUESTED. Government Contracts - 2.	Grant No. DE-FG02-96ER82208 U.S. Department of Energy Chicago Operations Office 9800 South Cass Avenue Argonne, Illinois 60439 Title: "Natural Gas Reformed Cleanup System for Proton Exchange Membrane (PEM)Fuel Cell 3.	Order No. C-75502-F National Aeronautics and Space Administration Lewis Research Center 21000 Brookpark Road 	Cleveland, OH 44135 	Title: "400 Watt Fuel Cell Assembly" 4. Subcontract No. 47-2-R31153 under Ford Motor Company Prime Contract No. DE-AC02- 94CE50389 with U.S. Department of Energy Ford Motor Company The American Road Dearborn, MI 48121-1899 Title: "R&D of a Direct-Hydrogen-Fueled Proton Exchange Membrane Fuel Cell for Transportation Applications" 5.	Agreement No.: 1791-ERER-ER-92 New York State Energy Research & Development Authority (NYSERDA) Corporate Plaza West 286 Washington Avenue Extension Albany, New York 12203-6399 Title: "Hybrid Electric Vehicle Program" 6.	Agreement No.: 4087-ERTER-TR-95 New York State Energy Research & Development Authority (NYSERDA) Corporate Plaza West 286 Washington Avenue Extension Albany, New York 12203-6399 Title: "MTI/Ford PEM Fuel Cell" 7.	Agreement No.: 4540-ERTER-RT-97 New York State Energy Research & Development Authority (NYSERDA) Corporate Plaza West 286 Washington Avenue Extension Albany, New York 12203-6399 Title: "Develop 50 kW Proton Exchange Membrane "PEM" Fuel Cell for Ford Vehicle" SCHEDULE 1.1(l) -- Employee and Independent 	CONFIDENTIAL TREATMENT REQUESTED SCHEDULE 1.2 -- Excluded Assets 1.	Shared assets that will not convey: * Buildings, parking lots, laboratories, shipping/receiving areas at 968 Albany Shaker Road * Conference Rooms, including furniture, overhead projector video monitor and VCR * Lavatories * Fax Machine * Copiers * Laser Printers * MTI fabrication equipment shown on Attachment * Deltek Accounting System * Purchasing reference materials such as: Thomas Register * Human Resources Reference Materials * Tools, toolboxes, etc., other than as specifically identified in Schedule 1.1(a) 2.	Software that will not transfer to Plug Power: * ANSYS Finite Element Analysis Software * Microsoft Office (unless such software has been pre-loaded on Gateway computers) * Deltek Accounting System and supporting modules * Two (2) copies of Lab View * All other copies of AutoCad, other than five (5) to convey * ANSOFT Electromagnetic Package * E-Mail or any other Network-Based Software (Novell, etc.) * Anti-Virus Software 3.	Any employees other than those employees set forth below: 	Gary Antonelli, Manufacturing Engineer Donald Buesing, Technician Matthew Cusack, Mechanical Engineer Dr. Manmohan Dhar, Mechanical Engineer & Analyst Dr. William Ernst, Mechanical Engineer Robert Hamm, Mechanical Engineer Gregory Heroth, Chemical Process Technician David Hicks, Mechanical Engineer Dr. Wenhau (Wayne) Huang, Electrochemist Daniel Jones, Mechanical Engineer Karl Knapp (Contract Employee - Becomes Plug Power Employee), Designer Tina Leonard, Human Resources Sandra MacCue, Executive Secretary & Intellectual Property Clerk Richard Maddaloni, Mechanical Engineer Bruce Maynard, Technician John Meacher, Mechanical Engineer Gregory Migirditch, Purchasing Edward Nestler, Designer David Siler, Technician Thomas Smykowski (Summer Hire) Zbigniew Sobolewski, Electrical Engineer William Sumigray, Contracts Manager John VanHeertum, Mechanical Technician Michael Walsh (Contract Employee), Mechanical Design Engineer Michael E. Walsh (Summer Hire) 4. Any and all Intellectual Property Rights in connection with the Hybrid 	Electric Vehicle and Energy Management System (EMS). SCHEDULE 1.4 -- Assumed Liabilities Liabilities being transferred by MTI to Plug Power LLC are as follows: Administrative - 1.	Accrued Vacation for Plug Power employees -- $24,570.74 	Accrued Vacation 	$47,361.13 Grandfather Clause $ 1,780.35 TOTAL $49,141.48* * (Will be paid out to transferred employees. Plug Power will reimburse MTI for one-half (1/2) of that amount or $24,570.74.) 2. Purchased Vacation -- The asset and liability associated with Purchased Vacation will be transferred to Plug Power consistent with IRS regulations -- $2,150.00 3.	Accrued FSA (Subject to IRS regulations) for Plug Power employees -- $2,661.49 4. Any and all liabilities for employees on and after the effective date of this transaction, including but not limited to (subject to applicable employment or consulting contracts with Plug Power, LLC): CONFIDENTIAL TREATMENT REQUESTED. Vendor - 5. Outstanding balance for Air Compressor Engineering for purchase of compressors to support Ford Phase II (because Air Compressor Engineering refuses to consent to transfer lien, entire balance is due and owing). -- $18,384 6. Recorded vendor payables and unrecorded vendor payables for work unbilled and necessary to the Fuel Cell Business Accounts - 7. Plant Appropriations as set forth on the attached Schedule (to be updated as of the effective date); as of 5/23/97, estimated to be $10,585.46. Contracts - 8. Any and all liabilities, costs and obligations in connection with any and all contracts assigned pursuant to this Agreement, including but limited to cost overruns or delays in connection with any assigned Contract, but only to the extent related to events after the contribution date (except with respect to cost overruns and delays in the ford/DOE contract. 9. Any and all liabilities set forth in the Contributed FCB Balance Sheet (to be updated as of the effective date). SCHEDULE 2.1(f) -- Employment Agreements CONFIDENTIAL TREATMENT REQUESTED. SCHEDULE 3.1(b)(ii) -- States in Which MTI is Qualified to do Business 	Maryland 	New York SCHEDULE 3.1(c) - Required Consents and Governmental Approvals 1.	Grant No. DE-FG02-96ER82208 U.S. Department of Energy Chicago Operations Office 9800 South Cass Avenue Argonne, Illinois 69439 Title: "Natural Gas Reformer Cleanup System for Proton Exchange Membrane (PEM) Fuel Cell 2.	Order No. C-75502-F National Aeronautics and Space Administration Lewis Research Center 21000 Brookpark Road Cleveland, OH 44135 Title: "400 Watt Fuel Cell Assembly" 3. Subcontract No. 47-2-R31153 under Ford Motor Company Prime Contract No. DE-AC02- 94CE50389 with U.S. Department of Energy Ford Motor Company The American Road Dearborn, MI 48121-1899 Title: "R&D of a Direct-Hydrogen-Fueled Proton Exchange Membrane Fuel Cell for Transportation Application" 4. Agreement No.: 1791-ERER-ER-92 New York State Energy Research & Development Authority (NYSERDA) Corporate Plaza West 286 Washington Avenue Extension Albany, New York 12203-6399 Title: "Hybrid Electric Vehicle Program" 5. Agreement No.: 4087-ERTER-TR-95 New York State Energy Research & Development Authority (NYSDERDA) Corporate Plaza West 286 Washington Avenue Extension Albany, New York 12203-6399 Title: "MTI/Ford PEM Fuel Cell" 6. Agreement No.: 4540-ERTER-TR-97 New York State Energy Research & Development Authority (NYSERDA) Corporate Plaza West 286 Washington Avenue Extension Albany, New York 12203-6399 Title: "Develop 50 kW Proton Exchange Membrane "PEM" Fuel Cell for Ford Vehicle" 7. Nonexclusive Patent License Agreement with: The Regents of the University of California Los Alamos National Laboratory 2237 Trinity Drive Los Alamos, NM 87545 For: Technical information know-how and data owned or controlled by the University and relating to catalyst loadings for solid polymer electrolyte fuel cells as applied in U.S. Patent Applicable Serial Number 07/656,329 (filed February 19,1991) and U.S. Patent Application Serial Number 07/736,876 (filed February 19,1991). As amended by Letter of Intent dated 6/18/97 8.	Financed Purchase Agreement with: Air Compressor Engineering Parkford Industrial Park Clifton Park, NY 12065 For: Three (3) new Ingersoll-Rand Model 0L15X15 Air Compressors One (1) New Model IR175AC Filter One (1) New Model IR17CHE Filter Together with Attachments, Accessories, Replacement Parts, Repairs, Additions 9.	Loan with: The Chase Manhattan Bank (See Exhibit A) 10.	See Schedule 3.1(u)(i) SCHEDULE 3.1(d) -- Contributed Business Balance Sheet Attached is a Contributed Business Balance Sheet as of 6/25/97 Mechanical Technology Inc. Fuel Cell Activity Proforma Statement of New Assets at 5/23/97 Total To Plug Power Assets -------- ------------- Cash $ 0 $ 0 (1) - Accounts Receivable 348,794 0 Inventory 77 77 	Property, Plant & Equipment at Acquisition Cost 463,532 463,532 Accumulated Depreciation (82,600) (82,600) ------- ------- Net Property, Plant, and Equipment 380,932 380,932 ------- ------- Total Assets 729,803 381,009 Liabilities (2) - Accounts Payable 52,191 10,585 Notes Payable 18,384 18,384 	Accrued Vacation Base Vacation 49,141 24,571 Purchased Vacation 2,150 2,150 (3) - Accrued FSA 2,662 2,662 ------- ------- Total Liabilities 124,528 58,352 ------- ------- Net Assets $ 605,275 $ 322,658 ======= ======= (1) - Retained by MTI (2) - Will transfer payables associated with transferred assets, materials, and supplies. 	For example, per the attached list, laboratory expenditures of $430.7 thousand had been authorized and $389 thousand recorded, as of 5/23/97. 	Payables associated with the $389 thousand expenditure will be transferred. Additional payables, including but not limited to authorized but unexpended Plan Appropriations, will also transfer. (3) - Subject to IRS regulations that may inhibit transfer of this liability. Backlog $ 657,000 $ 657,000 ======= ======= SCHEDULE 3.1(e) -- Liabilities Relating to Business See Schedule 1.4 See Schedule 3.1(g) SCHEDULE 3.1(f)(i) -- Taxes Contested in Good Faith MTI pays a variety (sales, use franchise, property, and income, etc.) of taxes at various and numerous levels of government including, but not limited to, school, town, county, state, and federal. In the ordinary course of business MTI is subject to audit by the various taxing authorities. MTI is currently involved in settling, in good faith, both New York State corporation franchise tax and sales and use tax for several open years. MTI also has contested Property taxes (Town of Colonie) for 1995/96 and 1996/97. SCHEDULE 3.1(f)(ii) -- Extension of Assessment on Taxes In connection with both New York State corporation franchise tax and sales and use tax audits, MTI has consented to extending the period of limitation. SCHEDULE 3.1(f)(iii) -- Disclosures Regarding Taxes and Withholding Taxes See Schedule 3.1(f)(i) and Schedule 3.1 (f)(ii) SCHEDULE 3.1(f)(iv) -- Litigation or Administrative Appeals Pending In Connection with Covered Taxes See Schedule 3.1(f)(i) and Schedule 3.1(f)(ii) SCHEDULE 3.1(g) -- Changes in Conduct of Business Since audited Balance Sheet 1.	See Schedule 3.1(i)(iv) 2. Anticipate cost growth and schedule delays such that Ford will be unable to meet its contractual obligations to DOE. -- See Attachment 3.	Confidential Treatment Requested 4.	NYSERDA Restated Agreement 5.	Letter of Intent with Los Alamos National Laboratory dated 6/18/97 6.	Department of Energy Waivers - See Schedule 3.1(i)(iii) and attachments thereto. 7. Changes in the compensation level for: CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL TREATMENT REQUESTED. 8 New Karner Road building lease--Debtor's Bankruptcy Estate rejected the lease. SCHEDULE 3.1(h) -- Litigation, Citations, Fines or Penalties None SCHEDULE 3.1(i)(i) -- Violations of Applicable Laws None SCHEDULE 3.1(i)(ii) -- Governmental Approval and Consents Required for Conduct of the Business 1.	See Schedule 1.1(h) 2.	See Schedule 3.1(c) 3.	See Schedule 3.1(u)(i) 4.	Received Approvals only form the Chase Manhattan Bank, NYSERDA and LANL. SCHEDULE 3.1(i)(iii) - Contracts with Governmental Authority 1.	Grant No. DE-FG02-96ER82208 U.S. Department of Energy Chicago Operations Office 9800 South Cass Avenue Argonne, Illinois 60439 Title: "Natural Gas Reformer Cleanup System for Proton Exchange Membrane(PEM) Fuel Cells" Confidential Treatment Requested 2.	Order No. C-75502-F National Aeronautics and Space Administration Lewis Research Center 21000 Brookpark Road Cleveland, OH 44135 Title: "400 Watt Fuel Cell Assembly" Confidential Treatment Requested 3.	Subcontract No. 47-2-R31153 under Ford Motor Company Prime Contract No. DE-AC02- 94CE50389 with U.S. Department of Energy Ford Motor Company The American Road Dearborn, MI 48121-1899 Title: "R&D of a Direct-Hydrogen-Fueled Proton Exchange Membrane Fuel Cell for Transportation Applications" Confidential Treatment Requested 4.	Agreement No.: 1791-ERER-ER-92 New York State Energy Research & Development Authority (NYSERDA) Corporate Plaza West 286 Washington Avenue Extension Albany, New York 12203-6399 Title: "Hybrid Electric Vehicle Program" Confidential Treatment Requested 5. Agreement No.: 4087-ERTER-TR-95 New York State Energy Research & Development Authority (NYSERDA) Corporate Plaza West 286 Washington Avenue Extension Albany, New York 12203-6399 Title: "MTI/Ford PEM Fuel Cell" Confidential Treatment Requested 6.	Agreement No.: 4540-ERTER-TR-97 New York State Energy Research & Development Authority (NYSERDA) Corporate Plaza West 286 Washington Avenue Extension Albany, New York 12203-6399 Title: "Develop 50 kW Proton Exchange Membrane "PEM" Fuel Cell for Ford Vehicle" Confidential Treatment Requested 7. Letter of Intent with Los Alamos National Laboratory - See Schedule 3.1(c) 8. DOE Waivers - See Attached 9. Restated NYSERDA Agreement - See Attached 10. Security Clearances - A number of transferring Plug Power employees currently hold security clearances. When these people become Plug Power employees they will automatically lose their security clearances. This will prevent their participation in government agency-sponsored business development and/or technical meetings where classified information is to be discussed. SCHEDULE 3.1(i)(iv) -- Disclosures Regarding Business 1. The Committee on Appropriations, Subcommittee on Interior and Related Agencies, has completed a "mark-up" of the budget that includes the DOE Office of Advanced Automobile Technologies Programs, and has moved $10 Million form the fuel cell area to the heavy duty diesel area. This action would reduce the fuel cell effort form $29.6 Million to $19.6 Million. It is the understanding of many that this action is counter to DOE plans and results form the interests of the diesel engine technology community. it is difficult to understand the wisdom of moving money to the giant diesel engine industry with its mature technology while depriving the embryonic fuel cell industry with its potential for break-through commercial technology that can rival the emergence of the PC industry form the mainframe computer. 2. Phase II of the Ford contract will not be completed within the current limits of the contract. -- Please the Addendum to Schedule 3.1(g) SCHEDULE 3.1(j) -- Operation of the Business MTI has conducted the Business only through MTI. There are no exceptions. SCHEDULE 3.1(k) -- Permitted Liens 1.	All government property as set forth on Schedule 1.1(a), items in Government owned property room, Ford Phase I material, and Ford Phase II material is owned exclusively by the Department of Energy and used by MTI in connection with research and development activities. 2	Air Compressor Engineering lien, as assigned to LCA. 3.	Limitations on Intellectual Property Rights, as set forth in Schedules 3.1(p)(iii)-(iv) SCHEDULE 3.1(l)(i) - Contracts The following is a complete list of all agreements, contracts, commitments and other instruments and arrangements: 1) by which any of the Assets are bound or affected or 2) to which MTI is a party or by which is bound that directly affects the Fuel Cell Business or the Assets. 1. PRDA No. DE-RA02-97EE50443 (Topic 1, Integrated Power System for Transportation) - See Schedule 1.1(d) 2. PRDA No. DE-RA02-97EE50443 (Topic 3, Fuel Cell for Buildings) Subcontract to Energy and Environmental Research Corp. - See Schedule 1.1(d) 3. Schedule of Active Proposals - See Schedule 1.1(d) 4. See Schedule 1.1(g) 5. See Schedule 1.1(h) 6. See Schedule 1.1(l) 7. See Schedule 1.1(c) 8. See Schedule 1.1(i)(iii) 9. See Schedule 1.1(p)(i) 10. See Schedule 1.1(r)(i) 11. See Schedule 1.1(u)(i) 12. Recorded vendor payables and unrecorded vendor payables for work unbilled and necessary to the Fuel Cell Business. 13. Plant Appropriations as set forth on Schedule 1.4; as of 5/23/97, estimated to be $10,585.46 SCHEDULE 3.1(l)(iii) -- Existing Default Under Contracts None SCHEDULE 3.1(m) -- Territorial Restrictions See Schedule 1.1(h) SCHEDULE 3.1(o)- Suppliers to Fuel Cell Business Attached is a list of all suppliers from which the fuel cell business has ordered raw materials, supplies, merchandise and other goods and services over the past twelve months. Also provided is a separate listing of vendor names, addresses, phone numbers, etc. Vendor Name Vend Id City State Postal Cd CONFIDENTIAL TREATMENT REQUESTED PO PO Line Description Vend Name Div A/C Project Item Amt Order Date CONFIDENTIAL TREATEMENT REQUESTED SCHEDULE 3.1(p)(i) - Government Contracts Contracts/Grants - 1. Grant No. DE-FG02-96ER82208 	U.S. Department of Energy 	Chicago Operations Office 	9800 South Cass Avenue 	Argonne, Illinois 60439 	Title:	"Natural Gas Reformer Cleanup System for Proton Exchange membrane(PEM) Fuel Cells" 	Grant Amount: CONFIDENTIAL TREATMENT REQUESTED 	 	Performance Period: CONFIDENTIAL TREATMENT REQUESTED 2. Order No. C-75502-F 	National Aeronautics and Space Administration 	Lewis Research Center 	21000 Brookpark Road 	Cleveland, OH 44135 	Title: 	"400 Watt Fuel Cell Assembly" 	CONFIDENTIAL TREATMENT REQUESTED 3. Subcontract No. 47-2-R31153 under Ford Motor Company Prime Contract No. DE-AC02- 94CE50389 with U.S. Department of Energy 	Ford Motor Company 	The American Road 	Dearborn, MI 48121-1899 Title: "R&D of a Direct-Hydrogen-Fueled Proton Exchange Membrane Fuel Cell for Transportation Applications" 	Subcontract Amount: 		Cost Sharing -	CONFIDENTIAL TREATMENT REQUESTED 	Performance Period:	CONFIDENTIAL TREATMENT REQUESTED 4. Agreement No. 1791-ERER-ER-92 	New York State Energy Research & Development Authority (NYSERDA) 	Corporate Plaza West 	286 Washington Avenue Extension 	Albany, New York 12203-6399 	Title:	"Hybrid Electric Vehicle Program" 	Agreement Amount: CONFIDENTIAL TREATMENT REQUESTED 	Performance Period: CONFIDENTIAL TREATMENT REQUESTED 5. Agreement No. 4087-ERTER-TR-95 	New York State Energy Research & Development Authority (NYSERDA) 	Corporate Plaza West 	286 Washington Avenue Extension 	Albany, New York 12203-6399 	Title:	"MTI/Ford PEM Fuel Cell" 	Agreement Amount: CONFIDENTIAL TREATMENT REQUESTED 	Performance Period: CONFIDENTIAL TREATMENT REQUESTED 6. Agreement No. 4540-ERTER-TR-97 	New York State Energy Research & Development Authority (NYSERDA) 	Corporate Plaza West 	286 Washington Avenue Extension 	Albany, New York 12203-6399 	Title:	"Develop 50 kW Proton Exchange Membrane "PEM" Fuel Cell for Ford Vehicle" 	Agreement Amount: CONFIDENTIAL TREATMENT REQUESTED New Business Proposals - - -	See Scheudle 1.1(d) --Active Proposal List - -	Teaming Agreement with Space Industries International -- 	See Schedule 1.1(d) - -	AD Little - See Schedule 1.1(d) - -	Other Opportunities to Bid 		 		Taiwan Fuel Cell Development SCHEDULE 3.1(p)(iii) -- Exceptions to Patent Rights See attached memorandum. To the extent that any exception in the attached memorandum is cured, there shall be no exceptions. With respect to inventions CONFIDENTIAL TREATMENT REQUESTED, MTI shall reimburse Plug Power L.L.C. for reasonable costs in taking all steps necessary to obtain: 1.) DOE waivers of untimely disclosure or election, or 2.) contingent disclosures. CONFIDENTIAL TREATMENT REQUESTED RESTATED AGREEMENT NO. A.	MTI and NYSERDA have entered into an agreement(Restated Agreement) to supersede and restate the obligations and rights of NYSERDA and MTI under NYSERDA sponsored contracts (Agreements Numbers CONFIDENTIAL TREATMENT REQUESTED) related to fuel cells. The Restated Agreement includes changes to the intellectual property provisions, royalty provisions and other terms set forth in the three NYSERDA fuel cell agreements. Under the terms of the restated agreement, NYSERDA has waived its rights to any inventions that were or will be conceived or reduced to practice during the contemporaneous performance of the Ford/DOE and NYSERDA programs, with the exception that NYSERDA will reserve for itself a CONFIDENTIAL TREATMENT REQUESTED. B.	Patents Conceived under CONFIDENTIAL TREATMENT REQUESTED Contract CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL TREATMENT REQUESTED At the time of conception of the above invention, the inventor was also CONFIDENTIAL TREATMENT REQUESTED. On June 12, 1997, MTI submitted a CONFIDENTIAL TREATMENT REQUESTED. II. Ford Motor Company (FMC) Subcontract No. 47-2-R31153 dated May 2, 1995 under FMC/Department of Energy (DOE) Prime Contract No. DE-AC02- 94CEO50369. A.	As set forth in Exhibits 2, 3 and 4 to this Schedule, MTI notified the DOE by virtue of letters dated December 23, 1996, January 6, 1997 and January 27, 1997 (Notification Letters), that inventions had been conceived or first reduced to practice under Phase I of the Ford/DOE subcontract. The letter notifications failed to specifically elect to retain waived U.S. and foreign patent rights for the Invention Dockets listed below. CONFIDENTIAL TREATMENT REQUESTED In addition to the above, MTI indicated in its Notification Letters that it was excepting from its election rights the following MTI Docket Numbers: CONFIDENTIAL TREATMENT REQUESTED. Subsequently, as set forth in Exhibits 5, 6 and 7 to this Schedule, MTI submitted three letters on May 23, 1997 requesting that DOE permit MTI to modify the Notification Letters to specifically elect to retain waived U.S. and foreign patent rights for all the reported inventions, including those previously excepted by MTI from such election to retain both U.S. and foreign patent rights, notwithstanding that MTI was delinquent in reporting the inventions in the Notification Letters (Exhibits 2, 3 and 4) and the subsequent modifications dated May 23, 1997 (as set forth in Exhibits 5, 6 and 7). Robert J. Fischer, Esq., Deputy Chief Counsel, Office of Intellectual Property Law, DOE Chicago Operations Office informed John Denniston, Esq. Covington & Burling (representing the interests of MTI) during a telephone conversation that it was understood by DOE when the Notification Letters (Exhibits 2, 3 and 4) were received by DOE, that MTI was electing its right to retain waived U.S. and foreign patent rights for the inventions listed. In addition, at the request of Mr. Denniston, the lettersset forth in Exhibits 8, 9, 10, 11, and 12 to this Schedule were sent to MTI confirming MTI's election of domestic and foreign patent rights to those inventions previously excepted by MTI as described above. B.	As set forth more fully in the small business patent rights clause, the provisions of that clause apply to any invention CONFIDENTIAL TREATMENT REQUESTED. Applicable Patent Disclosure (Phase II): CONFIDENTIAL TREATMENT REQUESTED The report to DOE will be considered CONFIDENTIAL TREATMENT REQUESTED the principal patent rights to MTI. SCHEDULE 3.1(p)(iv) - Third Party and Government Rights See attached memorandum THIRD PARTY AND GOVERNMENT RIGHTS Nonexclusive Patent License Agreement (As Amended) Between CONFIDENTIAL TREATMENT REQUESTED And Mechanical Technology Inc. The above Agreement, and Modification No. 1 thereto, have been previously provided. Under the terms of the Agreement, as amended, the University grants to MTI, subject to compliance with various reporting and other administrative and record keeping and payment obligations on the part of MTI as set forth in the Agreement, a CONFIDENTIAL TREATMENT REQUESTED. In addition, to the rights granted to MTI, the U.S. Government has the rights described in Paragraph 2.2 of the Agreement to the inventions covered by the University's Patent Rights set forth in Paragraph 1.2 of the amended Agreement. The Government also has the rights set forth in Paragraph 3.4. In addition, sales to foreign countries are restricted as set forth in Article 17, and Article 18 states that any products embodying Licensed Products or produced through the use of a Licenses Method will be manufactured substantially in the United States. With regard to Article 3, MTI provided payment for the nonrefundable license fee of CONFIDENTIAL TREATMENT REQUESTED and is also obligated to provide royalty payments in the amounts set forth therein and under the conditions described therein to the University, during the term of the Agreement, which will remain valid until the last patent expires, unless MTI fails to satisfy its obligations as set forth in the Agreement. Accordingly, the Agreement provides (as more fully set forth therein) that the University may give written notice of default to MTI, and if MTI fails to cure such default within ninety days after date of delivery of such notice, the University shall have the rights to terminate the License Agreement. To date, MTI has complied with, and shall continue to comply with the requirements of the License Agreement. The parties have agreed to amend the License Agreement as set forth in the Letter of Intent, as previously provided. In addition to the CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL TREATMENT REQUESTED This agreement, which has been previously provided, states the following: CONFIDENTIAL TREATMENT REQUESTED D.	Both patent rights clauses of that contract further provides for a section related to the preference for United States industry, as set forth below: CONFIDENTIAL TREATMENT REQUESTED E.	Set forth in the Advance Waiver of Patent Rights clause, Section (3)(ix), entitled, "U.S. Competitiveness", paragraph (F) states: CONFIDENTIAL TREATMENT REQUESTED SCHEDULE 3.1(r)(i) -- Intellectual Property Owned by MTI See attached Fuel Cell Patents, Trade Secrets and Know-How. Such Fuel cell Patents, and any applications therefor are limited to the jurisdiction of the United States only. See Schedule 1.1(g) See Schedule 3.1(p)(iv) See attached memorandum for requirements with respect to registration, as set forth in Section 3.1(r)(i), and the royalty provisions of the contracts listed thereon. FUEL CELL PATENTS/PATENT APPLICATIONS MTI DOCKET TITLE STATUS CONFIDENTIAL TREATMENT REQUESTED SCHEDULE 3.1(r)(i) INTELLECTUAL PROPERTY RIGHTS I.	CONFIDENTIAL TREATMENT REQUESTED The above Agremeent, and Modification No. 1 thereto, as amended by the Letter of Intent, provide that MTI is subject to various fee and royalty payment obligations. CONFIDENTIAL TREATMENT REQUESTED B.	Set forth in the Advance Waiver of Patent Rights clause, Section (3)(ix), entitled, "U.S. Competitiveness", paragraph (F) states: CONFIDENTIAL TREATMENT REQUESTED SCHEDULE 3.1(r)(ii) -- Infringement by Third Party of MTI Intellectual Property Rights None SCHEDULE 3.1(r)(ii) -- Infringement of Third Party Intellectual Property Rights None SCHEDULE 3.1(r)(v) - Confidential Information 1.	Access to Intellectual Property - MTI was involved in business discussions with Niagara Mohawk during 1995 and 1996 to explore initiating a NiMo-funded project to develop a commercial fuel cell-based power system. In that period of time NiMo representatives visited MTI facilities several times. NiMo representatives saw complete fuel cells in operation in MTI's development laboratory but at no time were provided with access to our manufacturing processes or shown actual component hardware. NiMo did however explore MTI's position regarding intellectual property. 2.	Teaming Relations and Vendor's Access to Intellectual Property - MTI has had discussions with a number of teaming candidates in fuel cell development and related power system applications, as well as worked with a number of vendors to produce required parts/components. Access, if any, to any MTI fuel cell Intellectual Property is shown under Comments. 	Company					Comments Teaming - 	CONFIDENTIAL TREATMENT REQUESTED Vendors - (MTI Drawings Provided to Vendors Contain a Proprietary Information Marking, Vendors acknowledge they will not disclose to a third party.) 	CONFIDENTIAL TREATMENT REQUESTED Consultants - 	CONFIDENTIAL TREATMENT REQUESTED SCHEDULE 3.1(s) -- Insurance This Schedule contains a complete list of all insurance policies maintained by MTI. A summary description of each policy is attached. No claims have been made by MTI's Fuel Cell Business during the past two years. Coverage Claims (Past 2 Years) -------- --------------------- Directors & Officers Liability None Excess Directors & Officers Liability None Property & General Liability None Air Craft Products Liability None Workers Compensation None Commercial Umbrella None ERISA Bond None Commercial Crime Policy None Commercial Auto None California Tax Bond None Open Cargo Policy None SCHEDULE 3.1(u)(iii) -- Disclosure of Information Regarding Environmental Conditions Relating to the Business, Assets or leased Property See Attached Phase I (Hard Copy Previously Provided) SCHEDULE 3.1 (u)(iv) -- Other None SCHEDULE 3.1(v) -- Employees of MTI 	Name		Title				Compensation Gary Antonelli	Manufacturing Engineer	CONFIDENTIAL TREATMENT REQUESTED Donald Buesing Technician CONFIDENTIAL TREATMENT REQUESTED Robert Carr Technician CONFIDENTIAL TREATMENT REQUESTED Peter Chapman	Design Engineer		CONFIDENTIAL TREATMENT REQUESTED Matthew Cusack	Mechanical Engineer	CONFIDENTIAL TREATMENT REQUESTED Dr. Manhoman Dhar Mechanical Engineer & Analyst CONFIDENTIAL TREATMENT REQUESTED Arthur Donahue	Electrical Controls Engineer CONFIDENTIAL TREATMENT REQUESTED Dr. William Ernst Mechanical Engineer CONFIDENTIAL TREATMENT REQUESTED Robert Hamm Mechanical Engineeer CONFIDENTIAL TREATMENT REQUESTED Gregory Heroth	Chemical Process Technician CONFIDENTIAL TREATMENT REQUESTED David Hicks Mechanical Engineer CONFIDENTIAL TREATMENT REQUESTED Dr. Wayne Huang	Electrochemist		CONFIDENTIAL TREATMENT REQUESTED Daniel Jones	Mechanical Engineer	CONFIDENTIAL TREATMENT REQUESTED Karl Knapp Designer CONFIDENTIAL TREATMENT REQUESTED Walter Kusaywa Technician CONFIDENTIAL TREATMENT REQUESTED David Ladue Electrical Technician CONFIDENTIAL TREATMENT REQUESTED Tina Leonard	Human Resources		CONFIDENTIAL TREATMENT REQUESTED Sandra MacCue	Executive Secretary	CONFIDENTIAL TREATMENT REQUESTED Richard Maddaloni Mechanical Engineer CONFIDENTIAL TREATMENT REQUESTED Bruce Maynard Technician CONFIDENTIAL TREATMENT REQUESTED John Meacher	Mechanical Engineer	CONFIDENTIAL TREATMENT REQUESTED Gregory Migirditch Purchasing CONFIDENTIAL TREATMENT REQUESTED Edward Nestler Designer CONFIDENTIAL TREATMENT REQUESTED Charles Prisco Electrical Systems Engineer CONFIDENTIAL TREATMENT REQUESTED David Siler Technician CONFIDENTIAL TREATMENT REQUESTED Garry Smith Quality Assurance CONFIDENTIAL TREATMENT REQUESTED Thomas Smykowski Summer Hire CONFIDENTIAL TREATMENT REQUESTED Zbigniew Sobolewski Electrical Engineer CONFIDENTIAL TREATMENT REQUESTED William Sumigray Contracts Manager CONFIDENTIAL TREATMENT REQUESTED John VanHeertum	Mechanical Technician	CONFIDENTIAL TREATMENT REQUESTED Nicholas Vitale	Senior Staff Engineer	CONFIDENTIAL TREATMENT REQUESTED Michael Walsh	Mechanical Design Engineer CONFIDENTIAL TREATMENT REQUESTED Michael E. Walsh Summer Hire CONFIDENTIAL TREATMENT REQUESTED Except as otherwise indicated by Schedule 1.1(l), all other people remain MTI employees. SCHEDULE 3.1(w) -- Employee Benefit Plans Existing MTI Employee Benefit Plans are listed as follows: 1. 401(k) Savings Plan (Administered by Mass Mutual) 2. Medical Insurance (Four carriers are currently available at the employees option) - Capital District Physician's Health Plan (CDPHP) - Blue Shield of Northeastern New York - Mohawk Valley Physicians (MVP) - Community Health Plan (CHP) 3. Dental Insurance (Offered through Phoenix Home Life. Employees with CHP medical coverage may select CHP Dental) 4. Long Term Disability Insurance (Policy with UNUM) 5. Short Term Disability Insurance (Policy with Phoenix Home Life) 6. Flexible Spending Account (Administered by Lawrence Healthcare) 7. Life Insurance (Policy with Mass Mutual) 8. Vacation - Earned Vacation - Vacation Purchase 9. Short Term Personal Illness 10. Extended Personal Illness 11. Personal Business Time 12. Voluntary Furlough Program 13. Technology Division Profit Sharing Plan 14. Stock Incentive Plan Profit Sharing Plan Technology Division 1996 Fiscal Year Effective:		Fiscal Year 1995 Eligibility: * All full time employees and scheduled employees who work more than 1000 hours. Distributions made on basis of individual salary as a percentage of total salary. * New hires may participate on a pro rata share basis at the discretion of management at the time of hiring. * Must be on the payroll on 9/30/96 to receive distribution. * Non-discretionary. * Based upon earnings before taxes, but after corporate assessment. Formula: 	Earnings < Budget		No Distribution 	Earnings = Budget		10% Payment to Pool 	Earnings > Budget		10% of amount = budget, + 					15% of any additional earnings Impact: 	Budget = $200,000 income pre-tax Earnings Distribution -------- ------------ $ 200,000 $ 20,000 300,000 35,000 500,000 65,000 Comments: * Plan is identical to 1995 approved plan SCHEDULE 3.1(x) -- Confidentiality None SCHEDULE 3.1(y) -- Guarantees By Third Parties Guaranty dated as of October 31, 1995, by MASCO Corporation, a Delaware corporation, located at 21001 Van Born Road, Taylor, Michigan 48180, in favor of Chemical Bank, to secure payment of a $4,000,000 Promissory Note dated October 31, 1995 by Mechanical Technology Incorporated in favor of Chemical Bank. SCHEDULE 9 -- COPYRIGHT, PATENT AND TRADEMARK RIGHTS See Schedule 1.1(g)