CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION. THE LOCATIONS OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH
ASTERISKS.

EXHIBIT 10.27

DISTRIBUTION AGREEMENT
----------------------

This DISTRIBUTION AGREEMENT ("Agreement") is dated as of the 27th day of June,
1997, and entered into by and between Plug Power, L.L.C., a limited liability
company organized and existing under the laws of the State of Delaware
("Company"), with its principal place of business at 968 Albany-Shaker Road,
Latham, New York 12110, and Edison Development Corporation, a company organized
and existing under the laws of the State of Michigan ("Distributor"), with its
principal place of business at 2000 Second Avenue, Detroit, Michigan 48226.

BACKGROUND STATEMENTS

WHEREAS, the Company owns all right, title and interest in certain fuel
cells with capacities of 2 kilowatts and higher, as is set out more fully in
Exhibit 1 ("Products");

WHEREAS, the Distributor in consideration for and in reliance of the grant
of the exclusive distributorship hereunder has or will expend considerable time
and funds to establish a distribution network, plant and facilities and training
its support and sales staff.

WHEREAS, the parties desire Distributor to act in certain circumstances as
Company's exclusive distributor for the Products to certain entities within the
United States as hereinunder specified.

NOW THEREFORE, in consideration of the mutual covenants and agreements
hereinunder set forth, and other good and valuable consideration the receipt and
sufficiency of which is acknowledged, the parties agree as follows:

1 . APPOINTMENT.
-----------

a. Upon execution of this Agreement, Company hereby appoints Distributor
as Company's exclusive independent distributor during the term of this Agreement
to promote and assist Company in the sale of Products which are developed by
Plug Power, to end-users for stationary applications in the Territory, as that
term is defined below, and subject to the terms and conditions provided herein.

b. Upon execution of this Agreement, Distributor hereby accepts the
appointment, subject to the terms and conditions as provided herein.

2. TERRITORY.
---------

a. Distributor's territory for this Agreement shall mean the states of
Michigan, Ohio, Indiana and Illinois ("Territory").

b. Without the prior written consent of the Company, Distributor shall
not solicit nor seek customers for the Products, or establish or maintain a
branch facility or distribution facility for the sale, servicing, warehousing,
or storage of the Products or spare parts thereof outside the Territory.

c. Distributor may only sell the Products directly and not for resale.

d. DISTRIBUTOR MAY NOT SELL OR DISTRIBUTE THE PRODUCTS TO ANY ENTITY FOR
TRANSPORTATION APPLICATIONS.

e. Distributor will be the sole person or entity acting in such capacity
in the Territory; and Company shall not appoint any subdistributor, other agent
or person to distribute or promote the Products, or otherwise undertake
Distributor's obligations in the Territory.

3. EXCLUSIVITY.
-----------

a. The term "Exclusive" means that under this Agreement as long as
Distributor is in full compliance with its obligations, including the percentage
sales requirements set forth in Section 5 herein, Company shall not appoint any
other distributor, agent, representative, or dealer for promotion or sale of ~he
Products to end users for stationary applications in the Territory and shall
further refrain from selling Products to end users for stationary applications
in the Territory directly, other than through Distributor.

b. Company shall not be responsible for transgression of Distributor's
exclusive rights hereunder by third parties not controlled by Company, but shall
not sell or deliver Products to any other party outside of the Territory if
Company has knowledge that the Products are to be sold or distributed by or
through another party in the Territory.

c. In the event that Distributor is in default of its obligations under
this Agreement, or after January 1, 2010, then Company retains the right, in
addition to any other rights and remedies, to engage another distributor,
dealer, agent, or other such representative on a nonexclusive basis for all or
part of the Territory.

d. In the event that Distributor engages in the distribution of any fuel
cell product to end users for stationary applications within the Territory that
is competitive with the Products, then the Company retains the right, in
addition to any other rights and remedies, to engage another distributor,
dealer, agent, or other such representative on a nonexclusive basis for all or
part of the Territory.

4. PRICE OF PRODUCT.
----------------

a. The purchase price for the Products purchased by Distributor shall be
[***], but nothing shall preclude the parties from mutually agreeing on a
different price. [***] available to Distributor hereunder shall be expressly
limited to cash sales payable in full at delivery and shall not include price
arrangements offered by Company to others involving the leasing or financing of
the Products, revenue sharing, or other hybrid arrangements with Company's
customers.

b. Any and all orders from time to time submitted by Distributor shall be
subject to Company's then-prevailing terms and conditions of sale, which may be
changed or established from time to time by Company at its discretion on notice
to Distributor, including late fees, and interest on any unpaid amounts.

5. MINIMUM SALES OBLIGATION.
------------------------

Beginning on the third full calendar year after the Products are ready for
market, and for each successive year during the term hereof, Distributor's
sales of the Products shall meet or exceed the lower of either (i) on an annual
basis [***], or (ii) [***] ("Sales Obligations"). Should Distributor fail to
meet its Sales Obligations, this Agreement shall automatically and without
notice become nonexclusive, provided however, that such failure to meet the
Sales Obligations shall not be the basis for a default under or the termination
of this Agreement. [***]

6. DISTRIBUTOR COVENANTS AND REPRESENTATIONS.
-----------------------------------------

Distributor represents, warrants, to Company (its members, agents,
officers, directors) and agrees:

a. To provide Company with monthly nonbinding good-faith forecasts of its
anticipated requirements and shipping dates for the three month period following
each forecast (or, if shorter, the remaining term of this Agreement).

b. Distributor shall not sell the Product outside the Territory. To
ensure compliance with this requirement, each Product shall be identified by a
unique serial number. This serial number will be used to identify Products sold
outside the Territory. Should Company's review of a Product's serial number lead
to the conclusion that a Product has been sold outside the Territory, such sale
will be considered a breach of this Agreement.

c. Not to (i) disassemble, decompile or otherwise reverse engineer the
Product or otherwise attempt to learn the ideas underlying the Product; (ii)
take any action contrary to Company's license granted to Distributor, except as
expressly and unambiguously allowed under this Agreement; (iii) copy, modify or
enhance the Product; or (iv) allow others to do any of the foregoing.

d. Distributor shall advertise, promote and label the products with
Company's name and trademarks ("Branding Materials"). Distributor shall provide
Company with all such Branding Materials for Company's approval prior to their
use. Company shall not unreasonably withhold its approval of the Branding
Materials. Distributor shall not design the Branding Materials in such a way as
to either imply or state that Distributor's relationship with Company is greater
than that of an independent distributor.

e. TO KEEP COMPANY INFORMED AS TO ANY PROBLEMS ENCOUNTERED WITH THE
PRODUCTS AND ANY RESOLUTIONS ARRIVED AT FOR THOSE PROBLEMS, AND TO COMMUNICATE
PROMPTLY TO COMPANY ANY AND ALL MODIFICATIONS, DESIGN CHANGES OR IMPROVEMENTS OF
THE PRODUCT SUGGESTED BY ANY CUSTOMER, EMPLOYEE OR AGENT. DISTRIBUTOR FURTHER
AGREES THAT COMPANY SHALL HAVE AND IS HEREBY ASSIGNED ANY AND ALL RIGHT, TITLE
AND INTEREST IN AND TO ANY SUCH SUGGESTED MODIFICATIONS, DESIGN CHANGES, OR
IMPROVEMENTS OF THE PRODUCT, WITHOUT THE PAYMENT OF ANY ADDITIONAL CONSIDERATION
THEREFOR EITHER TO DISTRIBUTOR, OR ITS EMPLOYEES, AGENTS OR CUSTOMERS.
DISTRIBUTOR WILL ALSO PROMPTLY NOTIFY COMPANY OF ANY INFRINGEMENT OF ANY
TRADEMARKS OR OTHER PROPRIETARY RIGHTS RELATING TO THE PRODUCT.

f. To accept returns in accordance with procedures specified from time to
time by Company.

g. Distributor shall carry out all sales promotion work and solicitation
of sales for the Products diligently, using its reasonable efforts for the
account of Company. These efforts shall include, but shall not in any way be
limited to: (i) advertising and promoting the Products effectively; (ii)
ordering and keeping a representative selection of Company's up-to-date
promotional sales literature, technical bulletins, price lists, manuals,
catalogues and other promotion materials in good condition; (iii) maintaining
the equipment and facilities to enable Distributor to demonstrate the Products
to potential new customers; and (iv) assisting Company in securing and
protecting any property rights in connection with the Products in the Territory.

h. Distributor shall not make any representations as to the Products
other than those, if any, contained in written information and data provided by
Company. Distributor shall be totally responsible for any of its representations
and shall hold Company harmless from any claims and expenses, including, but not
limited to, reasonable attorneys' fees,

resulting from such unauthorized representations.

i. Distributor shall not manufacture the Products, nor engage any entity
other than Company to do so.

7. COMPANY'S OBLIGATIONS.
---------------------

b. In the event that Company receives an inquiry for the Products from
the end users in the Territory, Company will refer the prospect to Distributor.

c. Company shall, at all times maintain an adequate level of inventory to
timely meet all current and anticipated orders for the Products.

8. OPERATIONS AND EXPENSES.
-----------------------

The detailed operations of the Distributor under this Agreement are subject
to its sole control and management, subject to compliance with the terms hereof.
Distributor shall be responsible for all of its own expenses and employees.
Distributor agrees that it shall incur no expense chargeable to Company except
as may be specifically authorized, in advance, in writing, in each case by
Company nor shall any such expenses, including taxes, fees, or similar charges,
be deducted from any amounts due hereunder.

9. TRADEMARK LICENSE AND USE.
-------------------------

a. Company grants to Distributor a non-exclusive, non-transferable
license to use trademark(s) described in Exhibit 2 to this Agreement
("Authorized Trademarks") only in connection with the sale and promotion of the
Products in the Territory and during the term of and pursuant to the terms and
conditions of the Agreement. No trademark, trade name or other designations may
be used without the written consent of Company except as expressly provided in
this section. Company expressly allows Distributor to represent that it is a
distributor of the Products, including on the Products themselves, advertising
materials, stationary and letterhead.

b. Distributor shall not assign or sub-license its rights to the
Authorized Trademarks to any other person or entity.

c. Distributor shall not remove, change, obscure, or add to the labels,
markings,

names or trademarks that Company has affixed to any of the Products.

d. Distributor shall not attempt to, or register any of the Authorized
Trademarks in any jurisdiction without the express consent of Company.

e. Distributor acknowledges and agrees that Company's remedy at law for
any breach of Company's obligations under this paragraph would be inadequate,
and agrees and consents that temporary and permanent injunctive relief may be
granted in any action or proceeding which may be brought to enforce any
provision hereof without the necessity of proof of actual damages.

10. CONFIDENTIALITY.
---------------

a. Without the prior written consent of Company, Distributor shall not
disclose to any third party any confidential business information or trade
secrets of Company, including but not limited to: the content of this Agreement;
customer lists; product specifications; product technical manuals; service
records; financial or sales reports; price lists; and any materials related to
Company's customers, financial performance, or design of the Products, except
for or in connection with any assignment permitted under Section 16 hereof.

b . Distributor hereby acknowledges and agrees that the Products are
proprietary to Company. Distributor agrees to use utmost diligence to protect
the trade secrets and other proprietary rights of Company in the Products from
disclosure to third parties. Distributor shall also promote compliance with the
terms and conditions of this Agreement by employees and others with access to
the Products.

c. Distributor acknowledges and agrees that Company's remedy at law for
any breach of Company's obligations under this paragraph would be inadequate,
and agrees and consents that temporary and permanent injunctive relief may be
granted in any action or proceeding which may be brought to enforce any
provision hereof without the necessity of proof of actual damages.

d. Distributor's obligations under this confidentiality provision shall
survive termination or expiration of this Agreement.

11. THIS SECTION INTENTIONALLY DELETED.
----------------------------------

12. ETHICAL CONDUCT.
---------------

Distributor expressly agrees that it shall not be entitled to any
commissions, fees, discounts or other compensation if facts are known to Company
that reasonably support a belief that Distributor is in violation of any of the
terms and conditions of paragraph 18 of this Agreement.

13. LIMITED WARRANTY; DISCLAIMER: INDEMNITY.
---------------------------------------

a. Company provides only the warranty set forth in its warranty policy,
as modified by this Section 13(a). Distributor will handle and be responsible
for all warranty returns from its direct customers. Products obtained from
Company that do not comply with the warranty and are returned (by Distributor
only) to Company during the warranty period (as shown by appropriate
documentation) will be repaired or replaced at Company's option, provided
Distributor bears the cost of freight and insurance to the point of repair.
Company will bear the cost of freight and insurance for return of goods to
Distributor. If Company cannot, or determines that it is not practical to,
repair or replace the returned Product, the price therefor paid by Distributor
will be refunded or, at the Company's discretion, credited against other
Distributor obligations or toward future purchases. COMPANY MAKES NO OTHER
WARRANTIES WITH RESPECT TO THE PRODUCTS OR ANY SERVICES AND DISCLAIMS ALL OTHER
WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE. ANY ACTION AGAINST COMPANY BASED ON THIS AGREEMENT MUST BE BROUGHT
WITHIN ONE YEAR FOLLOWING INJURY.

b. The above warranty does not extend to any Product that is modified or
altered, is not maintained to Company's maintenance recommendations, is operated
in a manner other than that specified by Company, has its serial number removed
or altered or is treated with abuse, negligence or other improper treatment
(including, without limitation, use outside the recommended environment).
Distributor's sole remedy with respect to any warranty or defect is as stated
above.

c. Distributor may extend its own product warranty to its customers
provided Distributor alone shall be responsible to such customer thereof and
neither Distributor nor such customer shall have recourse against Company with
respect thereto. Distributor hereby agrees to indemnify and hold Company
harmless from any and against all claims, actions, losses, damages, costs,
liabilities and expenses (including reasonable attorneys' fees) based upon any
express or implied warranty made by Distributor to any customer.

14. LIMITED LIABILITY.
-----------------

EXCEPT AS SET FORTH IN SECTION 13, COMPANY WILL NOT BE LIABLE TO
DISTRIBUTOR OR THIRD PARTY WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT
UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE
THEORY FOR (I) ANY AMOUNTS IN EXCESS IN THE AGGREGATE, OF THE AMOUNTS PAID TO
COMPANY HEREUNDER DURING THE TWELVE-MONTH PERIOD PRIOR TO DATE THE CAUSE OF
ACTION AROSE OR (11) ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST
PROFITS OR BUSINESS OPPORTUNITIES) OR (III) COST OF PROCUREMENT OF SUBSTITUTE
GOODS, TECHNOLOGY, OR SERVICES.

COMPANY SHALL HAVE NO LIABILITY FOR ANY FAILURE OR DELAY DUE TO MATTERS BEYOND
ITS REASONABLE CONTROL.

15. RELATIONSHIP OF PARTIES.
-----------------------

The parties hereto expressly understand and agree that Distributor is an
independent contractor in the performance of each and every part of this
Agreement, is solely responsible for all of its employees and agents and its
labor costs and expenses arising in connection therewith and is responsible for
and will indemnify, defend and hold Company harmless from any and all claims,
liabilities, damages, debts, settlements, costs, attorneys' fees, expenses, and
liabilities of any type whatsoever that may arise on account of Distributor's
activities, or those of its employees or agents, including, without limitation,
providing unauthorized representations or warranties (or failing to disclose all
limitations on warranties and liabilities set forth herein on behalf of Company)
to its customers or breaching any term, representation or warranty of this
Agreement. Company is in no manner associated with or otherwise connected with
the actual performance of this Agreement on the part of Distributor, nor with
Distributor's employment of other persons or incurring of other expenses. Except
as expressly provided herein, Company shall have no right to exercise any
control whatsoever over the activities or operations of Distributor.

16. ASSIGNMENT.
----------

Distributor shall not assign this Agreement or its rights under this
Agreement to any other third party nor may Distributor sublicense the
distribution of the Product to any subdistributor for further distribution,
except that Distributor may assign its rights to and obligations under this
Agreement to any entity that is 80% or more owned or controlled by DTE Energy
Company or by any other entity that in turn is 80% or more owned or controlled
by DTE Energy Company, provided that any such entity shall be bound, in writing,
to all restrictions on Distributor contained in this Agreement.

17. TERM AND TERMINATION.
--------------------

This Agreement may be terminated by a party for cause immediately by
written notice upon the occurrence of any of the following events:

i. If the other ceases to do business, or otherwise terminates it
business operations or if there is a material change in control of the other; or

ii. If the other shall fail to promptly secure or renew any license,
registration, permit, authorization or approval for the conduct of its business
in the manner contemplated by this Agreement or if any such license,
registration, permit, authorization or approval is revoked or suspended and not
reinstated within sixty days; or

iii. If the other materially breaches any material provision of this
Agreement and fails to substantially cure such breach within thirty days (ten
days in the case of a failure to pay) of written notice describing the breach;
or

iv. If the other becomes insolvent or seeks protection under any
bankruptcy, receivership, trust deed, creditors arrangement, composition or
comparable proceeding, or if any such proceeding is instituted against the other
(and not dismissed within 90 days); or

v. If Distributor breaches any other agreement or contract with
Company.

b. On termination or expiration of this Agreement for any reason
whatsoever including, but not limited to, termination or expiration by passage
of time or nonrenewal, the parties expressly agree that the following shall take
effect: (i) all rights granted to Distributor under or pursuant to this
Agreement shall immediately cease; (ii) all contracts and orders placed by
Distributor for the Products and accepted, but not filled or delivered by
Company as of the date of termination, shall be filled or delivered by Company
subject to the terms and conditions of this Agreement; (iii) all contracts or
orders for the Products not accepted by Company on or before the date of
termination shall, at Company's sole option, be canceled; (iv) Distributor shall
forthwith return to Company all promotional Sales information materials or
demonstration products that have been furnished by Company to Distributor during
the term of this Agreement, it being understood that no copies of these
foregoing materials may be retained by Distributor subsequent to the date of
termination or expiration of this Agreement; and (v) Company shall repurchase
from Distributor, at the then fair market value in the Territory, any Products
purchased from Company by Distributor for inventory or other purpose directly
related to furthering the purposes of this Agreement.

c. Distributor acknowledges and expressly agrees that Company shall not
be liable to Distributor, and Distributor hereby waives any claims for
compensation or damages of any kind or character whatsoever, whether on account
of the loss by Distributor of present or prospective compensation or anticipated
compensation, or of expenditures, investments or commitments made either in
connection therewith or in connection with the establishment, development or
maintenance of establishment, development or maintenance of Distributor's
business, or on account of any other cause or thing whatsoever.

d. Termination is not the sole remedy under this Agreement and, whether
or not termination is affected, all other remedies will remain available.

18. NO EXPORT.
---------

recognize that such laws may require, among other things, applying for export
licenses for the export of information ("Technical Data"). Failure to obtain
such licenses or otherwise comply with such laws could subject the parties to
criminal sanctions including imprisonment. It is further acknowledged that the
export of Technical Data, including the Products, software, know-how and other
proprietary information, is "deemed" by the U.S. government to be exported: (i)
upon transmission from the United States; (ii) upon oral release by a U.S.
citizen in a foreign country; or (iii) by release in the United States to non-
U.S. nationals.

19. AMENDMENT AND WAIVER.
--------------------

Except as otherwise expressly provided herein, any provision of this
Agreement may be amended and the observance of any provision of this Agreement
may be waived (either generally or any particular instance and either
retroactively or prospectively) only with the written consent of the parties.

20. GOVERNING LAW AND LEGAL ACTIONS.
-------------------------------

This Agreement shall be governed by and construed under the laws of the
State of Michigan and the United States without regard to conflicts of law
provisions. Unless waived by Company in writing for the particular instance
(which Company may do at its option), the sole jurisdiction and venue for
actions related to the subject matter hereof shall be the State of Michigan and
U.S. federal court for the Eastern District of Michigan. Both parties consent to
the exhibit jurisdiction and venue of such courts and agree that process may be
served in the manner provided herein for giving of notices or otherwise as
allowed by Michigan or federal law. In any action or proceeding to enforce
rights under this Agreement, the prevailing party shall be entitled to recover
costs and reasonable attorneys' fees.

21. FORCE MAJEURE.
-------------

Neither party shall be liable under this Agreement for any loss or damage
of any nature incurred as a result of any failures of delays in performance
because of any cause or circumstances beyond its control. This includes, but is
not limited to, any failure or delays in performance caused by any strikes,
lockouts, labor disputes, fires, acts of God or the public enemy, riots,
incendiaries, interference by civil or military authorities, compliance with the
laws, orders or policies of any government authority, delays in transit or
delivery on the part of transportation companies or failures of communication
facilities or sources of raw materials. However, the party claiming a Force
Majeure Event must notify the other in writing within ten days of the beginning
of such an event, and no Force Majeure Event shall extend for a period of
greater than 45 days.

22. HEADINGS.
--------

Headings and captions are for convenience only and are not to be used in
the

interpretation of this Agreement.

23. NOTICES.
-------

Any notices or other communications required or permitted hereunder shall
be in writing and shall be deemed sufficiently given if (i) delivered in person,
(ii) sent by recognized overnight courier, or (iii) by registered or certified
mail, postage prepaid, to the respective party at the address set out above or
to such other address any party shall have given notice in accordance with this
Section 23. Notices hand-delivered shall be deemed given the same day as
delivery-notices sent by overnight mail shall be deemed given the day following
delivery, and notices sent by mail shall be deemed given three business days
after the date posted, provided however, that any change of address shall be
effective only upon receipt.

24. ENTIRE AGREEMENT.
----------------

This Agreement supersedes all proposals and agreements whether oral or
written, all negotiations, conversations, or discussions between or among
parties relating to the subject matter of this Agreement and all past dealing or
industry custom.

25. SEVERABILITY.
------------

If any provision of this Agreement is held by a court of competent
jurisdiction to be illegal, invalid or unenforceable, that provision shall be
limited or eliminated to the minimum extent necessary so that this Agreement
shall otherwise remain in full force and effect and enforceable.

26. CORPORATE AUTHORITY.
-------------------

The individuals executing this Agreement on behalf of Company and
Distributor do each hereby warrant and represent that they respectively have
been and are on the date of this Agreement duly authorized by all necessary or
appropriate corporate action to execute this Agreement.

27. COUNTERPARTS.
------------

To facilitate execution, this Agreement may be executed in more than one
counterpart, each of which shall constitute an original and all of which shall
constitute one and the same Agreement.

28. FACSIMILE.
---------

Facsimile signatures to this Agreement shall be considered original signatures.

29. BASIS OF BARGAIN.
----------------

EACH PARTY RECOGNIZES AND AGREES THAT THE WARRANTY DISCLAIMERS AND
LIABILITY AND REMEDY LIMITATIONS IN THIS AGREEMENT ARE MATERIAL, BARGAINED-FOR
BASES OF THIS AGREEMENT, AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT AND
REFLECTED IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY UNDER THIS
AGREEMENT AND IN THE DECISION BY EACH PARTY TO ENTER INTO THIS AGREEMENT.

SIGNATURE PAGE FOLLOWS.

EDISON DEVELOPMENT CORPORATION
(a Michigan corporation)

By: ____________________________________

Its: ____________________________________
"Distributor"

PLUG POWER, L.L.C.
(a Delaware limited liability company)

By its Managing Member:

________________________________________

By: ____________________________________

Its: ____________________________________

"Company"

Exhibit 1

"Products"

The Products made by the Company are a range of fuel cell systems that are
capable of generating electricity through electrochemical reactions. The
components comprising the fuel cell systems include, but are not limited to, one
or more of the following whether used alone or in combination:

. A fuel processor that generates hydrogen gas and/or other gas(es).

. A fuel cell stack(s) that generates electricity through electrochemical
reactions.

. An inverter system to convert direct current electricity to alternating
current electricity.

. A system controller for operation of the fuel cell system or any
component thereof.

. An energy storage system.

. A heat exchanger.

EXHIBIT 2 TO
DISTRIBUTION AGREEMENT
Authorized Trademarks

Pursuant to the Plug Power, L.L.C. Distribution Agreement ("Agreement")
dated ________________, _____, between Plug Power, L.L.C. ("Company") and
Mechanical Technology, Inc., ("Distributor"), it is further agreed,
effective________________, 1997 (the "Exhibit 2 Effective Date"), that the
Authorized Trademarks of Plug Power which the Agreement grants Distributor a
non-exclusive nontransferable license to use consists of the following names and
graphic representations thereof:

1 . "Plug Power, L.L.C."

2. Stylized Plug Power Logo

AMENDED DISTRIBUTION AGREEMENT
------------------------------

This DISTRIBUTION AGREEMENT ("Agreement") is dated as of the 27th of
September, 1999 and entered into by and between Plug Power, L.L.C., a limited
liability company organized and existing under the laws of the State of Delaware
("Company"), with its principal place of business at 968 Albany-Shaker Road,
Latham, New York 12110, and DTE Energy Technologies, Inc., a company organized
and existing under the laws of the State of Michigan ("Distributor"), with its
principal place of business at 37849 Interchange Drive, Farmington Hills, MI
48335.

BACKGROUND STATEMENTS

WHEREAS, the Company owns all right, title and interest in certain fuel
cells with capacities of 2 kilowatts and higher, as is set out more fully in
Exhibit 1; and

WHEREAS, Edison Development Corporation has assigned all of its right,
title, and interest in a previous Distribution Agreement between Plug Power,
L.L.C. and Edison Development Corporation, dated June 27, 1997, to DTE Energy
Technologies, Inc., an entity that is 80% or more owned or controlled by an
entity that is 80% or more owned or controlled by DTE Energy Company; and

WHEREAS, DTE Energy Technologies, Inc. (Distributor) has agreed in writing
to all obligations and restrictions on Distributor contained in that
Distribution Agreement as it may be amended from time to time; and

WHEREAS, the parties desire Distributor to act in certain circumstances as
Company's exclusive distributor for the Products to certain entities within the
United States as hereinunder specified.

1. APPOINTMENT.
-----------

a. Upon execution of this Agreement, Company hereby appoints Distributor
as Company's Exclusive independent distributor during the term of this Agreement
to promote and assist Company in the sale of Products which are developed by
Plug Power, to end-users for stationary applications in the Territory, as that
term is defined below, and subject to the terms and conditions provided herein.
For purposes of this Agreement, unless otherwise clear from the context,
"Products" collectively means Pre-Commercial Product as specified on Exhibit 3
attached to this Agreement and Commercial Product as specified on Exhibit 4
attached to this Agreement.

b. When the Company develops a specification for a commercial version of
a stationary, stand-alone product for a new market, Company shall endeavor to
deliver the specifications to Distributor at least six months prior to expected
commercial production of such product, and Company shall notify Distributor of
the expected beginning date for commercial production. The term "stand-alone"
shall mean a packaged system substantially ready for a specific end-user
purpose, as opposed to a sub-system or component which is intended to be
combined with other parts or components and then packaged as a system for a
specific end-user purpose. Distributor shall develop a marketing plan for the
new product, including sales estimates and expected minimum sales obligations
within three months of the delivery of the specifications and share the
marketing plan with Company on a

confidential basis. Upon presentation of the marketing plan to the Company the
parties shall negotiate in good faith to determine a reasonable minimum sales
obligation for the new product. Upon agreement to the minimum sales obligation,
Exhibit 4 shall be amended to include the new product developed by Company. If
commercial production begins less than three months after delivery of the
specifications, and Distributor is unfairly prejudiced thereby in terms of
ability to meet sales objectives as defined in the marketing plan, parties agree
to adjust Distributor's sales obligations in a reasonable fashion.

c. Upon execution of this Agreement, Distributor hereby accepts the
appointment, subject to the terms and conditions as provided herein.

2. TERRITORY.
---------

a. Distributor's territory for this Agreement shall mean the states of
Michigan, Ohio, Indiana and Illinois ("Territory").

c. Distributor may appoint or contract with third parties (e.g., agents,
distributors, sub-distributors) in connection with the marketing and sale of the
Products and the provision of services within the Territory, so long as any
compensation to such third parties shall be the sole responsibility of
Distributor. Any such agent, distributor, or sub-distributor shall be subject
to, and agree to be bound by, the applicable terms and conditions of this
Agreement. If any anticipatory breach or any breach of the terms and conditions
of this Agreement by such agents, distributors or sub-distributors is
identified, Distributor will take all reasonable actions to rectify such
anticipatory breach or breach of this Agreement.

d. Other than as expressly set forth in this Agreement, the Distributor
and its agents, distributors, and sub-distributors shall not have any
restrictions, in any manner, with respect to the resale of any Product acquired
pursuant to this Agreement, including restrictions as to the price at which they
may elect to resell any such Product.

e. DISTRIBUTOR MAY NOT SELL OR DISTRIBUTE THE PRODUCTS TO ANY ENTITY FOR
TRANSPORTATION APPLICATIONS.

3. EXCLUSIVITY.
-----------

a. The term "Exclusive" means that under this Agreement as long as
Distributor is in full compliance with its obligations, including the Minimum
Sales Obligations set forth in Section 5 herein, Company shall not appoint any
other distributor, agent, representative, or dealer for promotion or sale of the
Products to end users for stationary applications in the Territory and shall
further refrain from selling Products to end users for stationary applications
in the Territory directly, other than through Distributor.

c. Distributor shall not sell or deliver Products to any other party if
Distributor has knowledge that the Products are to be sold or distributed by or
through such party outside the Territory.

d. In the event that (i) Distributor is in default of its obligations
under this Agreement, or (ii) after January 1, 2010, then Company retains the
right, in addition to any other rights and remedies, to engage another
distributor, dealer, agent, or other such representative on a nonexclusive basis
for all or part of the Territory.

e. In the event that Distributor engages in the distribution of any fuel
cell product to any third party (including agents, distributors, sub-
distributors and end users) within the Territory that is competitive with the
Products, then the Company retains the right, in addition to any other rights
and remedies, to engage another distributor, dealer, agent, or other such
representative on a nonexclusive basis for all or part of the Territory.

4. PRICE OF PRODUCT.
----------------

a. Performance specifications for Pre-Commercial Product and for
Commercial Product are set forth on attached Exhibits 3 and 4, respectively.
The purchase price for Commercial Product and replacement parts purchased by
Distributor shall be [***], but nothing shall preclude the parties from mutually
agreeing on a different price. [***] available to Distributor hereunder shall be
on similar payment terms as to other distributors, customers or agents,
including pricing to GE as defined in the existing Distributor Agreement with GE
Fuel Cell Systems, L.L.C. dated February 2, 1999, and set forth in Schedule A,
Terms and Conditions of Purchase/Sale, but shall not include pricing
arrangements offered by Company to others involving the leasing or financing of
the Products, revenue sharing, or other hybrid arrangements with Company's
distributors, customers, or agents.

b. The Terms and Conditions for all orders for the Pre-Commercial Product
and for Commercial Product shall be subject to all of the provisions set forth
in this Section 4 and in Schedule A, and as otherwise negotiated between the
parties.

5. MINIMUM SALES OBLIGATION.
------------------------

a. A Product will be deemed ready for market at the time it meets the
commercial Product specifications set forth in Exhibit 4. The parties
anticipate commercial production to begin by January 1, 2001; provided, however,
for purposes of this Agreement, commercial production shall be considered to
have begun when the first such Product is shipped by Company for commercial
installation and Company notifies Distributor the first commercial Product has
been shipped.

Distributor shall have a Minimum Sales Obligation (subject to adjustments
pursuant to sections 5.a, 5.c, and 7.g) of:

[***] units in 2001
[***] units in 2002
[***] units in 2003

If commercial production is delayed beyond January 1, 2001, the Minimum
Sales Obligation shall be extended one month for each full or partial month of
delay in the start of commercial production. Prior to October 1, 2003, the
Parties shall negotiate in good faith to determine Minimum Sales Obligations for
the following two years. If the Parties do not reach agreement on a Minimum
Sales Obligation for any 12-month period, then Distributor must be one of the
top three sellers of residential fuel cell systems in the Territory for such
period, based on the dollar value of new units and replacement parts actually
sold by Distributor. If Distributor fails to be one of the top three sellers in
the Territory, as defined herein, then this Agreement shall automatically become
nonexclusive.

A long-term lease shall be deemed a sale for the purposes of this sub-
Section.

On the first business day of each month beginning three months prior to
expected commercial production, Distributor will provide Company with a 12-month
rolling forecast of monthly purchases for the period beginning 3 months hence.
Each of the first 3 months of Distributor's forecast will be a firm order.
Distributor's forecast for the final 9 months of each forecast period is for
Company's planning purposes only. Distributor, at its sole discretion, may
change the monthly purchase forecast in any month in the final 9-month forecast
period by any amount.

b. Except as otherwise provided for in Sections 5.c and 5.d below, if
Distributor fails to meet its Minimum Sales Obligation this Agreement shall
automatically and without notice become nonexclusive, provided however, that
such failure to meet the Minimum Sales Obligation shall not be the basis for
default under, or the termination of, this Agreement. If Company cannot meet
Distributor's shipment requirements as evidenced by valid purchase orders, the
Company and Distributor will mutually agree to adjust the Minimum Sales
Obligations accordingly.

c. Any failure of Distributor to meet its Minimum Sales Obligation in any
year which is caused by Company's failure to deliver a competitive product (as
defined below) shall not be grounds for Company to reduce or modify
Distributor's distribution rights in any way. For the purposes of this
Agreement, Distributor will consider the following factors, in good faith and as
a whole, in determining whether the Products are competitive: (i) the wholesale
price of Products is no more than 5% greater than such price for non-Company
manufactured PEM fuel cell systems; (ii) the lifetime end user cost per kWh
generated by the Products is no more than 5% greater than that for non-Company
manufactured PEM fuel cell systems, where end user cost per kWh will be
calculated as the wholesale price plus installation, lifetime operations and
maintenance cost, divided by the kWh consumption over the operating life; (iii)
the Product's emissions (NOx and CO measured in parts per million), noise (in
Db), and size (in cubic feet) are no more than 10% greater than that for non-
Company manufactured PEM fuel cell systems; and (iv) the Product's reliability
is no more than 5% worse than that for non-Company manufactured PEM fuel cell
systems.

d. If Distributor fails to meet its Minimum Sales Obligation, Company
will notify Distributor of that fact within 90 days of the end of the calendar
year for which Distributor fails to meet its Minimum Sales Obligation. However,
if Distributor's total sales exceed [***] of the Minimum Sales Obligation set
forth above for any of the years 2001, 2002, or 2003, or as adjusted per Section
5.a, Company shall not name an additional distributor. For example, if
Distributor achieves greater than [***] of the Minimum Sales Obligation for the
year 2001, Company may not name an additional Distributor. This provision shall
apply only one time during the first three years, such that if it applies to
sales in 2001, it shall not apply to sales in 2002 or 2003; and if it applies to
sales in 2002, it shall not apply to sales in 2003.

e. Distributor agrees to purchase, on a take-or-pay basis, a minimum of
[***] Test and Evaluation Units at a cost of [***] each, provided they are
shipped prior to December 31, 1999. Distributor further agrees to purchase
[***] Pre-Commercial Products at a cost of [***] each for the first
[***] and [***] each for the remaining [***], provided they are shipped
at least five (5) months prior to the shipment of the first commercial unit.

6. DISTRIBUTOR COVENANTS AND REPRESENTATIONS.
-----------------------------------------

Distributor represents and warrants, to Company (its members, agents,
officers, directors) and agrees:

a. To use its best efforts to market and sell Products and provide
services within the Territory. Distributor shall maintain, at its own expense,
such office space and facilities, and hire and train such personnel as
Distributor may deem necessary to carry out its obligations under the Agreement.

b. During the term of this Agreement to use its best efforts to achieve
the Minimum Sales Obligation as defined and specified in Section 5 of this
Agreement.

c. Except as otherwise provided in this Agreement, to bear all expenses
associated with Distributor's marketing and sale of Pre-Commercial and
Commercial Product and the provision of services under this Agreement.

d. To spend a minimum of [***] on technical research and marketing
during the period beginning January 1, 1999 and ending July 1, 2001 or six (6)
months following commercial production, whichever comes later. No later than
one (1) year prior to expected commercial production, Distributor shall prepare
for confidential review by Company a marketing and services development schedule
which will include milestones and objective measures of progress toward the
January 1, 2001 Product release. Distributor shall make available to Company on
a confidential basis all market and product intelligence gathered as a result of
its research and marketing, as related to the sale and use of the Products,
including but not limited to product applications, customer response, and
customer demand.

e. In conjunction with Company's obligations in Section 7.f, Distributor
shall be responsible for the administration and field work necessary to obtain
any regulatory approvals for Distributor to conduct its operations in the
Territory. Distributor shall provide assistance to the Company in order to
assist Company in complying with registration requirements in the Territory,
obtain such other approvals from governmental authorities of the Territory as
may be necessary to comply with any and all governmental laws, regulations, and
orders that may be applicable to Distributor by reason of the execution of this
Agreement, and assist Company in taking those actions necessary for Distributor
to be registered as Company's independent distributor with any governmental
authority. Without limiting the foregoing, Distributor shall furnish Company
with such documentation as Company may request to confirm Distributor's
compliance with this Section, and Distributor agrees that it shall not engage in
any course of conduct that would cause Company to be in violation of the laws of
any jurisdiction within the Territory. Distributor shall comply fully with, and
shall be solely responsible for all safety standards, health code requirements
and regulations, specifications, and other requirements imposed by law,
regulation, or order in the Territory and applicable to the marketing and sale
of the Products and to the provision of services provided by Distributor.

f. Not to (i) disassemble, decompile or otherwise reverse engineer the
Product or otherwise attempt to learn the ideas underlying the Product; (ii)
take any action contrary to Company's license granted to Distributor, except as
expressly and unambiguously allowed under this Agreement; (iii) copy, modify or
enhance the Product; or (iv) allow others to do any of the foregoing.

g. To advertise and promote the Products labeled with Company's name
and trademarks ("Branding Materials"). Distributor shall provide Company with
all such Branding Materials for Company's approval prior to their use. Company
shall not unreasonably withhold its approval of the Branding Materials.
Distributor shall not design the Branding Materials in such a way as to either
imply or state that Distributor's relationship with Company is other than that
of an independent distributor.

h. TO KEEP COMPANY INFORMED AS TO ANY PROBLEMS ENCOUNTERED WITH THE
PRODUCTS AND ANY RESOLUTIONS ARRIVED AT FOR THOSE PROBLEMS, AND TO COMMUNICATE
PROMPTLY TO COMPANY ANY AND ALL MODIFICATIONS, DESIGN CHANGES OR IMPROVEMENTS OF

THE PRODUCT SUGGESTED BY ANY CUSTOMER, EMPLOYEE OR AGENT. DISTRIBUTOR FURTHER
AGREES THAT COMPANY SHALL HAVE AND IS HEREBY ASSIGNED ANY AND ALL RIGHT, TITLE
AND INTEREST IN AND TO ANY SUCH SUGGESTED MODIFICATIONS, DESIGN CHANGES, OR
IMPROVEMENTS OF THE PRODUCT, WITHOUT THE PAYMENT OF ANY ADDITIONAL CONSIDERATION
THEREFOR EITHER TO DISTRIBUTOR, OR ITS EMPLOYEES, AGENTS OR CUSTOMERS.
DISTRIBUTOR WILL ALSO PROMPTLY NOTIFY COMPANY OF ANY INFRINGEMENT OF ANY
TRADEMARKS OR OTHER PROPRIETARY RIGHTS RELATING TO THE PRODUCT.

i. To carry out all sales promotion work and solicitation of sales for
the Products diligently, using its reasonable efforts for the account of
Company. These efforts shall include, but shall not in any way be limited to:
(i) advertising and promoting the Products effectively and requiring its
distributors or sub-distributors to do the same; (ii) ordering and keeping a
representative selection of Company's up-to-date promotional sales literature,
technical bulletins, price lists, manuals, catalogues and other promotion
materials in good condition; (iii) maintaining the equipment and facilities to
enable Distributor to demonstrate the Products to potential new customers; and
(iv) assisting Company in securing and protecting any property rights in
connection with the Products in the Territory.

j. To not make any representations as to the Products other than those,
if any, contained in written information and data provided by Company.
Distributor shall be totally responsible for any of its representations and
shall hold Company harmless from any claims and expenses, including, but not
limited to, reasonable attorneys' fees, resulting from such unauthorized
representations.

k. To not manufacture the Products, nor engage any entity other than
Company to do so.

7. COMPANY'S OBLIGATIONS.
---------------------

a. Company shall supply Distributor with copies of brochures, catalogues,
technical specification sheets, and promotional sales literature and such other
information or materials as Company, in its judgment, reasonably believes will
assist Distributor in promoting and assisting in the sale and acceptance of the
Products in the Territory. These items shall be conveyed in English, unless the
parties otherwise agree from time to time. Company shall, at its expense,
provide Distributor with reasonable amounts of technical materials (e.g.,
drawings, schematics, installation manuals, operating procedures, available
marketing materials, field test results, training materials) and available
information regarding Product applications and customer demand pertaining to the
Products as are requested by Distributor from time to time. All such
information and materials will be furnished in the English language.

b. Company shall notify Distributor of any material changes in or
affecting the Products, projected delivery dates and schedule changes that may
reasonably be expected to affect the obligations of Distributor hereunder;
provided, that no such notification shall relieve Company of any of its
obligations hereunder.

c. Company shall, if required by Distributor, provide Distributor with
reasonable access to and assistance of its technical support personnel. Such
assistance shall be without charge to Distributor except as may be otherwise
mutually agreed.

d. Company shall maintain in effect at all times product liability
insurance with policy limits as described in Exhibit 5 attached hereto, as such
Exhibit may be revised from time to time upon the mutual agreement of Company
and Distributor, and Distributor shall be named as an additional insured to each
such policy. In the event Company cannot obtain such insurance on commercially
reasonable terms, Company shall notify Distributor, and Distributor may
terminate the Agreement.

e. If Company is contacted, or has been contacted, by third parties
concerning the possible purchase of Products by customers in the Territory,
Company will use its best efforts to refer such persons to the Distributor,
provided Company has not named any additional or replacement distributor in the
Territory in accordance with this Agreement.

f. Company shall comply with all registration requirements in the
Territory that are applicable to the Company, obtain such other approvals from
governmental authorities of the Territory as may be necessary to comply with any
and all governmental laws, regulations, and orders that may be applicable to
Company by reason of the execution of this Agreement, and take those actions
necessary for Distributor to be registered as Company's independent distributor
with any governmental authority. At Distributor's request, Company shall
perform all tests for all certifications (regulatory or otherwise) required to
certify use of the Products sold by Distributor for stand-alone and/or grid-
connected stationary power applications. Without limiting the foregoing,
Company shall furnish Distributor with such documentation as Distributor may
request to confirm Company's compliance with this Section; and Company agrees
that it shall not engage in any course of conduct that would cause Distributor
to be in violation of the laws of any jurisdiction within the Territory.

g. Company will use its best efforts to maintain a minimum annual Product
production required to fill any of Distributor's firm purchase orders; provided
that Distributor is in compliance with this Agreement and proceeds to develop
the infrastructure necessary to market, sell, and provide services to the volume
of Products equal to the Distributor's Minimum Sales Obligations. If Company is
unable to maintain annual Product production required to fill Distributor's firm
purchase orders, Company will ship a pro rata share of Product to Distributor,
based on Distributor's firm purchase orders, as compared to firm purchase orders
from other distributors.

h. Company shall comply fully with, and shall be solely responsible for,
all safety standards, health code requirements and regulations, specifications,
and other requirements imposed by law, regulation, or order in the Territory,
that are applicable to the design, manufacturing, and testing of the Products
and the provision of services by Company. Company shall establish and maintain
a program, to the mutual satisfaction of the Company and Distributor, in order
to create ongoing product design, manufacturing, testing, inspection, and other
safety and quality-related processes that are adequate to assure the safety and
reliability of Company's Products.

i. Company shall include the name of Distributor in its Internet home
page.

8. OPERATIONS AND EXPENSES.
-----------------------

The detailed operations of the Distributor under this Agreement are subject to
its sole control and management, subject to compliance with the terms hereof.
Distributor shall be responsible for all of its own expenses and employees.
Distributor agrees that it shall incur no expense chargeable to Company except
as may be specifically authorized, in advance, in writing, in each case by
Company nor shall any such expenses, including taxes, fees, or similar charges,
be deducted from any amounts due hereunder.

9. TRADEMARK LICENSE AND USE.
-------------------------

expressly allows Distributor to co-brand the Products, so long as Company
branding and trading policies are not otherwise violated.

b. Distributor shall not assign or sub-license its rights to the
Authorized Trademarks to any other person or entity, except to agents,
distributors or sub-distributors. Any such assignment or sub-license to use
Authorized Trademarks to an agent, distributor or sub-distributor is subject to
the approval of Company, which approval shall not be unreasonably withheld.
Company shall have the right to control the nature and quality of the
Distributor's or sub-licensee's use of an Authorized Trademark to protect
Company's rights in the Authorized Trademarks.

c. Distributor shall not remove, change, obscure, or add to the labels,
markings, names or trademarks that Company has affixed to any of the Products.

d. Distributor shall not register, or attempt to register any of the
Authorized Trademarks in any jurisdiction without the express consent of
Company.

10. CONFIDENTIALITY.
---------------

a. Without the prior written consent of Company, Distributor shall not
disclose to any third party any confidential business information or trade
secrets of Company, including but not limited to: the content of this
Agreement; customer lists; product specifications; product technical manuals;
service records; financial or sales reports; price lists; and any materials
related to Company's customers, financial performance, or design of the
Products, except for or in connection with any assignments permitted under
Sections 2.c and 15 hereof.

b. Distributor hereby acknowledges and agrees that the Products are
proprietary to Company. Distributor agrees to use utmost diligence to protect
the trade secrets and other proprietary rights of Company in the Products from
disclosure to third parties. Distributor shall also promote compliance with the
terms and conditions of this Agreement by employees and others with access to
the Products.

d. Distributor's obligations under this confidentiality provision shall
survive termination or expiration of this Agreement.

11. ETHICAL CONDUCT.
---------------

12. LIMITED WARRANTY; DISCLAIMER; INDEMNITY.
---------------------------------------

a. Company will convey clear title to all Products to Distributor as
provided hereunder; Company warrants and represents that all Products sold
pursuant to this Agreement will be free from all material defects in workmanship
and material, and that the Products are provided in strict accordance with the
specifications set forth in Exhibits 3 and 4. Except as provided by this
Agreement, any attempt by the Company to limit, disclaim, or restrict any such
warranties or any remedies of Distributor, except as limited by this Agreement,
by acknowledgement or otherwise, in accepting or performing an order, shall be
null, void, and ineffective without Distributor's written consent. For
Commercial Product purchased under this Agreement, the foregoing warranties
shall apply for a period of the lesser of [***] months from the date of
installation or [***] months from delivery from Company to the
Distributor or Distributor's sub-distributors. For Pre-Commercial Product
purchased under this Agreement, the foregoing warranties shall apply for a
period of the lesser of [***] from the date of installation or [***]
months from delivery from Company to the Distributor or Distributor's sub-
distributors. For any component product purchased by the Company with a
warranty in excess of the terms described above, the Company shall make such
extended warranty coverage available to the Distributor for the relevant
component. The foregoing warranties are conditioned upon (a) proper storage,
handling, transportation, installation, use, repair, and maintenance, and
conformance with any reasonable recommendations of the Company; and (b)
Distributor promptly notifying the Company of any defects and, if required,
promptly making the Commercial Product or Pre-Commercial Product available for
correction. The foregoing warranties are provided at no cost to the Distributor
or the Distributor's customers.

If any Product fails to meet the foregoing warranties during the warranty
periods set forth above, the Company shall correct any such failure by either
(a) repairing the defective Product, or (b) replacing the defective Product at
its sole option. All costs associated with such repair or replacement,
including transportation costs, shall be the sole responsibility of the Company,
subject to the limitations set forth in the service agreement described in the
next paragraph.

Distributor will provide the labor, transportation, and other services necessary
for such repairs and replacements pursuant to a Service Agreement that will be
mutually agreed upon between Company and Distributor. Such Service Agreement
shall contain terms and conditions not less favorable to Distributor than the
terms and conditions of similar service agreements with other distributors of
Company's Products. Distributor and Company will negotiate the terms and
conditions of the Service Agreement in good faith. If such Service Agreement is
not agreed to by July 1, 2000, then this Agreement shall become non-exclusive
unless the parties otherwise mutually agree. The Service Agreement will set
forth limits on Company's reimbursement to Distributor for labor,
transportation, and other services. The Service Agreement will also set forth a
warranty approval process that will include pre-approval of major warranty
claims prior to commencement of work by the Distributor, submission of all
warranty claims for review and approval by the Company, and return of all parts
subject to warranty claims to the Company.

For Commercial Product, Company will provide Distributor with the option of
purchasing an extension to the initial warranty period. Such additional warranty
will be for [***] years beyond the termination of the initial warranty period,
and will cover [***]. The price for such warranty extension, if purchased, is
expected to be a maximum of [***] for Commercial Product purchased during the
first [***] of commercial production, and [***] for Commercial Product purchased
thereafter, to be paid as a lump sum at the time of purchase. The Company may
increase the price for warranty

extensions by a commercially reasonable amount if, in the good faith judgement
of the Company, such increase is necessary based on prototype testing and repair
experience.

For Pre-Commercial Product, Company will provide Distributor with the option of
purchasing an extension to the initial warranty period. Such additional
warranty will be for [***] beyond the termination of the initial warranty
period, and Company will provide a firm price no later than October 1, 1999.

THE WARRANTIES SET FORTH IN THIS SECTION ARE IN LIEU OF ALL OTHER WARRANTIES,
WHETHER ORAL, WRITTEN, EXPRESS, OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE
COMPANY'S WARRANTY OBLIGATIONS AND DISTRIBUTOR'S REMEDIES UNDER THIS SECTION ARE
SOLELY AND EXCLUSIVELY AS STATED HEREIN.

c. Distributor may extend its own product warranty to its customers
provided Distributor alone shall be responsible to such customer thereof and
neither Distributor nor such customer shall have recourse against Company with
respect thereto. Distributor hereby agrees to indemnify and hold Company
harmless from any and against all claims, actions, losses, damages, costs,
liabilities and expenses (including reasonable attorney's fees) based upon any
express or implied warranty made by Distributor to any customer.

13. LIMITED LIABILITY.
-----------------

EXCEPT AS SET FORTH IN SECTION 12, COMPANY WILL NOT BE LIABLE TO
DISTRIBUTOR OR THIRD PARTY WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT
UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE
THEORY FOR (I) ANY AMOUNTS IN EXCESS IN THE AGGREGATE, OF THE AMOUNTS PAID TO
COMPANY HEREUNDER DURING THE TWELVE-MONTH PERIOD PRIOR TO DATE THE CAUSE OF
ACTION AROSE OR (II) ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST
PROFITS OR BUSINESS OPPORTUNITIES) OR (III) COST OF PROCUREMENT OF SUBSTITUTE
GOODS, TECHNOLOGY, OR SERVICES. COMPANY SHALL HAVE NO LIABILITY FOR ANY FAILURE
OR DELAY DUE TO MATTERS BEYOND ITS REASONABLE CONTROL.

14. RELATIONSHIP OF PARTIES.
-----------------------

The parties hereto expressly understand and agree that Distributor is an
independent contractor in the performance of each and every part of this
Agreement, is solely responsible for all of its employees and agents and its
labor costs and expenses arising in connection therewith and is responsible for
and will indemnify, defend and hold Company harmless from any and all claims,
liabilities, damages, debts, settlements, costs, attorneys' fees, expenses, and
liabilities of any type whatsoever that may arise on account of Distributor's
activities, or those of its employees or agents, including, without limitation,
providing unauthorized representations or warranties (or failing to disclose all
limitations on warranties and liabilities set forth herein on behalf of Company)
to its customers or breaching any term, representation or warranty of this
Agreement. Company is in no manner associated with or otherwise connected with
the actual performance of this Agreement on the part of Distributor, nor with
Distributor's employment of other persons or incurring of other expenses.
Except as expressly provided herein, Company shall have no right to exercise any

control whatsoever over the activities or operations of Distributor.

15. ASSIGNMENT.
----------

Distributor shall not assign this Agreement or its rights under this Agreement
to any other third party, except that Distributor may assign its rights to and
-----------
obligations under this Agreement to any entity that is 80% or more owned or
controlled by DTE Energy Company or by any other entity that in turn is 80% or
more owned or controlled by DTE Energy Company, provided that any such entity
shall be bound, in writing, to all restrictions on Distributor contained in this
Agreement. Notwithstanding this Section 15, Distributor shall not transfer or
assign this Agreement or any of the rights and obligations contained herein to a
competitor of the Company without the prior written consent of the Company. In
addition, the Company may assign its rights pursuant to this Agreement to any
person who, by merger, operation of law, asset purchase or otherwise, acquires
substantially all of the business of the Company to which this Agreement
relates.

16. TERM AND TERMINATION.
--------------------

a. This Agreement may be terminated by a party for cause immediately by
written notice upon the occurrence of any of the following events:

i. If the other ceases to do business, or otherwise terminates it
business operations or if there is a material change in control of the other; or

v. If Distributor breaches any other agreement or contract with
Company, and the breach is not cured within thirty days of written notice
describing the breach.

value in the Territory, any Products and replacement parts purchased from
Company by Distributor for inventory or other purpose directly related to
furthering the purposes of this Agreement.

d. Termination is not the sole remedy under this Agreement and, whether
or not termination is affected, all other remedies will remain available.

17. NO EXPORT.
---------

The Products shall not be distributed for export nor sold to the end users
for use outside the Territory. The parties further acknowledge and agree that
all actions taken by the parties in furtherance of fulfillment of this Agreement
shall be in full compliance with all applicable U.S. export control laws and
regulations, as they are amended from time to time. The parties recognize that
such laws may require, among other things, applying for export licenses for the
export of information ("Technical Data"). Failure to obtain such licenses or
otherwise comply with such laws could subject the parties to criminal sanctions
including imprisonment. It is further acknowledged that the export of Technical
Data, including the Products, software, know-how and other proprietary
information, is "deemed" by the U.S. government to be exported: (i) upon
transmission from the United States; (ii) upon oral release by a U.S. citizen in
a foreign country; or (iii) by release in the United States to non-U.S.
nationals.

18. AMENDMENT AND WAIVER.
--------------------

19. GOVERNING LAW AND LEGAL ACTIONS.
-------------------------------

This Agreement shall be governed by and construed under the laws of the
State of Michigan and the United States without regard to conflicts of law
provisions. Unless waived by Company in writing for the particular instance
(which Company may do at its option), the sole jurisdiction and venue for
actions related to the subject matter hereof shall be the State of Michigan and
U.S. federal court for the Eastern District of Michigan. Both parties consent
to the exhibit jurisdiction and venue of such courts and agree that process may
be served in the manner provided herein for giving of notices or otherwise as
allowed by Michigan or federal law. In any action or proceeding to enforce
rights under this Agreement, the prevailing party shall be entitled to recover
costs and reasonable attorneys' fees.

20. FORCE MAJEURE.
-------------

of communication facilities or sources of raw materials. However, the party
claiming a Force Majeure Event must notify the other in writing within ten days
of the beginning of such an event, and no Force Majeure Event shall extend for a
period of greater than 45 days.

21. HEADINGS.
--------

Headings and captions are for convenience only and are not to be used in
the interpretation of this Agreement.

22. NOTICES.
-------

Any notices or other communications required or permitted hereunder shall
be in writing and shall be deemed sufficiently given if (i) delivered in person,
(ii) sent by recognized overnight courier, or (iii) by registered or certified
mail, postage prepaid, to the respective party at the address set out above or
to such other address any party shall have given notice in accordance with this
Section 22. Notices hand-delivered shall be deemed given the same day as
delivery-notices sent by overnight mail shall be deemed given the day following
delivery, and notices sent by mail shall be deemed given three business days
after the date posted, provided however, that any change of address shall be
effective only upon receipt.

23. ENTIRE AGREEMENT.
----------------

24. SEVERABILITY.
------------

25. CORPORATE AUTHORITY.
-------------------

26. COUNTERPARTS.
------------

To facilitate execution, this Agreement may be executed in more than one
counterpart, each of which shall constitute an original and all of which shall
constitute one and the same Agreement.

27. FACSIMILE.
---------

Facsimile signatures to this Agreement shall be considered original
signatures.

28. BASIS OF BARGAIN.
----------------

EACH PARTY RECOGNIZES AND AGREES THAT THE WARRANTY DISCLAIMERS AND
LIABILITY

AND REMEDY LIMITATIONS IN THIS AGREEMENT ARE MATERIAL, BARGAINED-FOR BASES OF
THIS AGREEMENT, AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT AND REFLECTED IN
DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY UNDER THIS AGREEMENT AND
IN THE DECISION BY EACH PARTY TO ENTER INTO THIS AGREEMENT.
SIGNATURE PAGE FOLLOWS.

DTE ENERGY TECHNOLOGIES, INC.

(a Michigan corporation)

By:
-----------------------------------

Its:
-----------------------------------
"Distributor"

PLUG POWER, L.L.C.
(a Delaware limited liability company)

By its Managing Member:

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

By:
-----------------------------------

Its:
-----------------------------------
"Company"

EXHIBIT 1

. A fuel processor that generates hydrogen gas and/or other gas(es).

. A fuel cell stack(s) that generates electricity through electrochemical
reactions.

. An inverter system to convert direct current electricity to alternating
current electricity.

. A system controller for operation of the fuel cell system or any component
thereof.

. An energy storage system.

. A heat exchanger.

EXHIBIT 2

Authorized Trademarks

1. "Plug Power"

Stylized Plug Power Logo

EXHIBIT 3

Pre-Commercial Product
Company Specifications

Note: Company and Distributor recognize that the definition of the Pre-
- -----------------------------------------------------------------------
Commercial Product (PCP) may change based on further analysis of residential
- ----------------------------------------------------------------------------
load profiles and field testing. If Company and Distributor mutually agree to
- -------------------------------------------------------------------------------
change the specifications set forth below, Company and Distributor will mutually
- --------------------------------------------------------------------------------
agree on the prices and purchase volumes set forth in Section 5.
- -----------------------------------------------------------------

Packaging:

PCP product design will be complete to the point where interfaces between
major components (e.g., stack, reformer, inverter, etc.) will be similar to that
of the final Product.

Certifications:
- ---------------

Certifications (e.g., UL, NFPA, AGA, FCC Class B) are not required for the
PCPs. However, PCPs must meet any customary local codes and regulations
required for field testing by Distributor's Customers. To the extent the test
site required preparation to meet local codes, any site improvements will be at
the Customer's expense.

Technology:
- -----------

Basic technology of all major PCP components will be the same as that of
the Commercial Product; however, suppliers and manufacturers of the major
components need not be the same as those for the Commercial Product.

Documentation:
- ---------------

PCPs must be shipped with sufficient documentation (e.g., installation
drawings, operating manuals, repair guides) to allow for start-up and Service by
individuals with a skill level comparable to a typical HVAC technician, after
such individual has completed the Company training program or a training program
approved by Company.

PCPs must be provided in strict accordance with samples, drawings, and/or
designs provided by Company and approved in writing by Company and Distributor.

Technical Support:
- ------------------

Company will make available by telephone to Distributor and its sub-
distributors PCU technical support during Company's normal business hours.
Company will also establish a 24-hour telephone number to accommodate emergency
calls from Distributor and its sub-distributors.

Shipping:
- ----------

Company will prepare all PCPs to allow for standard commercial shipment
(e.g., truck, rail, cargo ship) to Customer locations.

Monitoring & Diagnostics:
- -------------------------

PCPs will be designed to accommodate remote monitoring and diagnostics
("RM&D") equipment (e.g., modems, data collection/storage). RM&D equipment will
be provided, installed, and operated at Distributor's or its Customers' expense.
At a minimum, the PCP control system will allow the RM&D equipment to monitor
the following parameters:

Current System Status
Output Power
Voltage
Current
Others - TBD*

Assumptions:
- ------------

Plug Power assumed the following in developing the specifications set forth
below:

Natural gas line pressure at [***] of water or greater; and
Average system usage of [***] kWh/year.

- -------------------------------------------------------------------------------------------------
Specification PCP
- -------------------------------------------------------------------------------------------------

kW output rating 7kW continuous, [***] operating design point,
[***]
all outputs [***]

- -------------------------------------------------------------------------------------------------
Voltage/frequency [***]
- -------------------------------------------------------------------------------------------------

Operating design point efficiency (i.e., [***]
efficiency at [***] kW output)

- -------------------------------------------------------------------------------------------------
Continuous output efficiency (i.e., [***]
efficiency at 7kW output)
- -------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------
Phase [***]

- -------------------------------------------------------------------------------------------------
Fuel capability [***] [***]
unless notified by DISTRIBUTOR in
writing 12 months prior to PCP delivery)
- -------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------
Allowable fuel contaminants Must be able to operate on [***]

For NG:
Sulfur ___ TBD*
Alkalis ___ TBD*
Water ___ TBD*
Nitrogen ___ TBD*
Non-Methane Hydrocarbons ____ TBD*
Methane ___ TBD*

For LPG: _______ TBD*
For Methanol: _______ TBD*

- -------------------------------------------------------------------------------------------------
System make up water requirements Must be able to operate on [***]

Iron (PPM maximum) ___ TBD*
Calcium (PPM maximum) ___ TBD*
Chlorine (PPM maximum) ____ TBD*
Particulate (PPM maximum) ___ TBD*
Other ______ (PPM maximum) ____ TBD*

- -------------------------------------------------------------------------------------------------
Noise ____ dBa (TBD*) [***]

____ dBa (TBD*) [***]
- -------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------
Operating environment requirements Must be able to operate [***]
Humidity
Maximum ____% TBD*
Minimum ____% TBD*
Salt in Air
Maximum ____% TBD*
Minimum ____% TBD*
Particulate (e.g., pollen)
Maximum ____% TBD*
Minimum ____% TBD*
Other Cathode contaminant(s) (e.g.,
hydrocarbon vapor)
Maximum ____% TBD*
Minimum ____% TBD*

- -------------------------------------------------------------------------------------------------
Emissions - TBD*
NOx (NG) ____/____ (maximum/target)
CO (NG) ____/____ (maximum/target)

NOx (LPG) ____/____ (maximum/target)
CO (LPG) ____/____ (maximum/target)

NOx (Methanol) ____/____ (maximum/target)
CO (Methanol) ____/____ (maximum/target)

- -------------------------------------------------------------------------------------------------
Ambient temperature range [***]

- -------------------------------------------------------------------------------------------------
Altitude [***]

- -------------------------------------------------------------------------------------------------
Power conditioning system [***]

- -------------------------------------------------------------------------------------------------
Overload [***] [***]

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

- -------------------------------------------------------------------------------------------------
Harmonics Harmonics at 7.0 kW continuous operation to
satisfy [***] for harmonic voltages.
Harmonics at [***] of non linear connected load
[***].

- -------------------------------------------------------------------------------------------------
Power quality (isolated)
- -------------------------------------------------------------------------------------------------

Voltage, steady state (up to 7.0 [***]
kW continuous)

- -------------------------------------------------------------------------------------------------
Voltage, transient (up to overload [***]
rating)

- -------------------------------------------------------------------------------------------------
Control [***]

- -------------------------------------------------------------------------------------------------
Communications [***] or similar as needed to establish
communications links
- -------------------------------------------------------------------------------------------------
Grid connection Suitable for isolated operation (via
a transfer switch) in a grid-connected site.
- -------------------------------------------------------------------------------------------------

MTB stack replacement TBD*
[***]

MTB system (i.e., PEM Fuel Cell- TBD*
Powered Generator Set) failure
- -------------------------------------------------------------------------------------------------
Performance degradation (e.g., TBD*
efficiency, output) [***]

- -------------------------------------------------------------------------------------------------
Non-fuel O&M ($/year up to first stack TBD*
replacement) at [***] kWh/year

- -------------------------------------------------------------------------------------------------
Product life with prescribed routine TBD*
maintenance (including stack [***]
replacement) at less than [***] kWh/year

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

* COMPANY and DISTRIBUTOR will mutually agree to the specific values for
these areas no later than October 1, 1999 (e.g., based on TEU lab and field-
testing).

EXHIBIT 4

Commercial Product
Company Specifications

Note: Company and Distributor recognize that the specification of Commercial
- -----------------------------------------------------------------------------
Product may change based on further analysis of residential load profiles and
- -----------------------------------------------------------------------------
field testing. If Company and Distributor mutually agree to change the
- -----------------------------------------------------------------------
specifications set forth below, Company and Distributor will mutually agree on
- ------------------------------------------------------------------------------
the prices and the purchase volumes set forth in Section 5.
- -----------------------------------------------------------

Packaging:
- ----------

Product package size and weight must be suitable for installation indoor or
outside of a typical single family residence within the Territory.

Certifications:
- ---------------

Commercial Product, including packaging, must be compliant with all
requisite standards (e.g., UL, NFPA, AGA, FCC Class B, CE) within the Territory.
To the extent the installation site requires preparation to meet local codes,
any site improvements will be at the Customer's expense.

Interconnection:
- ----------------

Products will be capable of interconnection to the electrical system of a
typical single family residence; provided however that the Product will operate
isolated from the grid with the use of transfer switch ("stand-alone
operation"). The transfer switch will, in the event that the Product fails or
is interrupted, transfer the household load from the Product back to the utility
grid within no more than [***].

Should it be determined that the Distributor's Customers require an
interconnection scheme other than stand-alone operation (e.g., grid parallel),
Distributor and Company will jointly set the requirements of the new
interconnection scheme. To the extent the new interconnection scheme results in
an increase in Company's Product cost, Company will adjust Distributor's
transfer price proportionately.

Installation:
- -------------

Products must be in compliance with any applicable installation
requirements within the Territory.

Documentation:
- ---------------

Products must be shipped with sufficient documentation (e.g., installation
drawings, operating manuals, repair guides) to allow for start-up and Service by
individuals with a skill level comparable to a typical HVAC technician, after
such individual has completed the Company training program or a training program
approved by Company.

Products must be shipped with documentation sufficient for an average
homeowner to perform routine maintenance.

Products must be provided in strict accordance with samples, drawings,
and/or designs provided by Company and approved in writing by Company and
Distributor.

Technical Support:
- ------------------

Company will make available by telephone to Distributor and its sub-
distributors Product technical support during Company's normal business hours.
Company will also establish a 24-hour telephone number to accommodate emergency
calls from Distributor and its sub-distributors.

Shipping:
- ---------

Company will prepare all Products to allow for standard commercial shipment
(e.g., truck, rail, cargo ship) to Customer locations.

Monitoring & Diagnostics:
- -------------------------

Products will be designed to accommodate remote monitoring and diagnostics
(RM&D) equipment (e.g., modems, date collection/storage). RM&D equipment will
be provided, installed, and operated at Distributor's or its Customers' expense.
At a minimum, the Product control system will allow the RM&D equipment to
monitor the following parameters:

Current System Status
Output Power
Voltage
Current
Others - TBD*

Assumptions:
- -------------
Plug Power assumed the following in developing the specifications set forth
below:

Natural gas line pressure at [***] or greater; and
Average system usage of [***].

- --------------------------------------------------------------------------------------------------
Specification Product
- --------------------------------------------------------------------------------------------------

kW output rating 7kW continuous, [***] operating design point,
[***]
all outputs [***]
- --------------------------------------------------------------------------------------------------
Voltage/frequency [***]
- --------------------------------------------------------------------------------------------------
Operating design point efficiency (i.e., [***]
efficiency at [***] output)
- --------------------------------------------------------------------------------------------------
Continuous output efficiency (i.e., [***]
efficiency at 7kW output)
- --------------------------------------------------------------------------------------------------

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

Phase [***]
- --------------------------------------------------------------------------------------------------
Fuel capability [***]
- --------------------------------------------------------------------------------------------------
Allowable fuel contaminants Must be able to operate on [***]

For NG:
Sulfur ___ TBD*
Alkalis ___ TBD*
Water ___ TBD*
Nitrogen ___ TBD*
Non-Methane Hydrocarbons ____ TBD*
Methane ___ TBD*

For LPG: _______ TBD*
For Methanol: _______ TBD*
- --------------------------------------------------------------------------------------------------
System make up water requirements Must be able to operate on [***]
- --------------------------------------------------------------------------------------------------
Iron (PPM maximum) ___ TBD*
Calcium (PPM maximum) ___ TBD*
Chlorine (PPM maximum) ____ TBD*
Particulate (PPM maximum) ___ TBD*
Other(s) ______ (PPM maximum) ____ TBD*
- --------------------------------------------------------------------------------------------------
Noise ____ dBa (TBD*) [***]

____ dBa (TBD*) [***]
- --------------------------------------------------------------------------------------------------

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

Operating environment requirements Must be able to operate [***]

Humidity
maximum ____% TBD*
minimum ____% TBD*
Salt in Air
maximum ____% TBD*
minimum ____% TBD*
Particulate (e.g., pollen)
maximum ____% TBD*
minimum ____% TBD*
Other Cathode contaminant(s) (e.g.,
hydrocarbon vapor)
maximum ____% TBD*
minimum ____% TBD*
- --------------------------------------------------------------------------------------------------
Emissions - TBD*
NOx (NG) ____/____ (maximum/target)
CO (NG) ____/____ (maximum/target)

NOx (LPG) ____/____ (maximum/target)
CO (LPG) ____/____ (maximum/target)

NOx (Methanol) ____/____ (maximum/target)
CO (Methanol) ____/____ (maximum/target)
- --------------------------------------------------------------------------------------------------
Ambient temperature range [***]
- --------------------------------------------------------------------------------------------------
Altitude [***]
- --------------------------------------------------------------------------------------------------
Power conditioning system [***]
- --------------------------------------------------------------------------------------------------

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

Overload [***] [***]
- --------------------------------------------------------------------------------------------------
Harmonics Harmonics at 7.0 kW continuous operation to
satisfy [***] for harmonic voltages. Harmonics
at [***] of non linear connected load will be
subject to [***].
- --------------------------------------------------------------------------------------------------
Power quality (isolated)
- --------------------------------------------------------------------------------------------------
Voltage, steady state (up to 7.0 kW [***]
continuous load)
- --------------------------------------------------------------------------------------------------
Voltage, transient (up to overload rating) [***]
- --------------------------------------------------------------------------------------------------
Control [***] or similar as needed to establish
communication links.
- --------------------------------------------------------------------------------------------------
Communications
[***]
- --------------------------------------------------------------------------------------------------
Grid Connection Suitable for isolated operation (via a transfer
switch) in a grid-connected site.
- --------------------------------------------------------------------------------------------------
MTB stack replacement [***]
- --------------------------------------------------------------------------------------------------
MTB system (i.e., PEM Fuel Cell- TBD*
Powered Generator Set) failure [***]
- --------------------------------------------------------------------------------------------------
Performance degradation (e.g., TBD*
efficiency, output ) [***]
- --------------------------------------------------------------------------------------------------

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

Non-fuel O&M ($/year up to first stack TBD*
replacement) at [***] kWh/year -----------
Labor Hours: [***]
Labor Rate: [***]
Total Labor: [***]
Materials: [***]
- --------------------------------------------------------------------------------------------------
Product life with prescribed routine TBD*
maintenance (including stack ([***])
replacement) [***] kWh/year)
- --------------------------------------------------------------------------------------------------

* COMPANY and DISTRIBUTOR will mutually agree to the specific values for these
areas no later than June 1, 2000 (e.g., based on PCP lab and field testing).

SCHEDULE A

TERMS AND CONDITIONS OF PURCHASE/SALE

1. PRICES AND PAYMENTS. Company's total price is FOB Company's designated,
continental U.S. manufacturing facility, unless otherwise agreed in writing by
Company and Distributor. All prices are exclusive of any applicable federal,
state or local sales, use, excise, or other similar taxes, provided, however,
that any such taxes to which Company becomes subject as a result of
manufacturing, having manufactured, or procuring Commercial Product or Pre-
Commercial Product, shall be borne by Company. No extra charges of any kind will
be allowed unless specifically agreed to in writing by Distributor. Unless
otherwise agreed between Company and Distributor, payments shall become due 45
days from receipt of invoice. In the event of delay in payment, Distributor will
pay Company a late fee equal to the lesser of [***], or [***], of any unpaid
balance per month of delay or [***]. Distributor must make payment when due,
without offset, deduction, or counterclaim, regardless of any claim by
Distributor.

2. DELIVERY AND PASSAGE OF TITLE. Time is of the essence on all purchase
orders, except that delivery dates will be framed in terms of calendar months
and orders will not be deemed late until after the end of such calendar month.
If Company fails to deliver the Commercial Product or Pre-Commercial Product or
to complete any services furnished hereunder, then Distributor shall be
entitled, in addition to the remedies available elsewhere under the Agreement,
to assess an amount, as liquidated damages for delay, equal to [***] of the
total dollar value of Distributor's order for the first month of delay and [***]
of the total dollar value of Distributor's order per subsequent month of delay;
provided, (a) that such remedy will be capped at [***], (b) if the order is more
than three months late, then Distributor may cancel the order, and (c) such
liquidated damages will only be available to Distributor for those orders to the
extent that Distributor has provided such remedy to its Customer. Company agrees
that such amounts are a reasonable pre-estimate of the damages which Distributor
may suffer as a result of such delay, and are to be assessed as liquidated
damages and not as a penalty. Where such liquidated damages are available to
Distributor, they shall be Distributor's only remedy for Company's failure to
make timely delivery, other than the remedies for non-performance expressly set
forth in this Agreement.

Commercial Product or Pre-Commercial Product which will be shipped from
within the United States for delivery within the United States shall be
delivered FOB Company's designated, continental U.S. manufacturing facility,
unless otherwise agreed in writing by Company and Distributor. Commercial
Product or Pre-Commercial Product delivered to Distributor in advance of
schedule may be returned to Company at Company's expense. Title shall pass to
Distributor upon delivery to Distributor FOB Company's designated, continental
U.S. manufacturing facility.

3. CHANGES. The Distributor may at any time, in writing, request changes
within the general scope of a purchase order in (a) specifications, where the
Commercial Product or Pre-Commercial Product to be furnished are to be
specifically manufactured in accordance therewith, (b) method of shipment or
packing, or (c) place and time of delivery. Any such change shall be authorized
only by an amendment executed by Company and Distributor, with such amendment to
specify any additional expense, to be borne by Distributor.

4. INSPECTION. (a) All Commercial Product and Pre-Commercial Product
shall be subject to inspection and test by Distributor at reasonable times and
places upon reasonable notice, including the place of manufacture (which Company
shall use reasonable efforts to arrange, including providing for such access in
Company's purchase orders to the manufacturer); (b) If any inspection or test is
made on the premises of Company, then Company, without additional charge, shall
provide reasonable facilities and assistance for the safety and convenience of
inspectors in the performance of their duties, provided that the inspectors must
execute Company's standard confidentiality agreement, must abide by such
facility's rules and regulations, and must be covered by insurance for
occurrences other than due to Company's negligence or willful misconduct; and
(c) Company shall provide and maintain a program in order to create ongoing
product design, manufacturing, testing, inspection, and other safety and
quality-related processes that are adequate to assure the safety and reliability
of Company's Commercial Product and Pre-Commercial Product (the "Product Quality
and Safety Assurance Program"). Records of all inspection work by Company shall
be kept complete and available to Distributor during the performance of a
purchase order and for three (3) years from the date of such inspection.
Company will allow representatives of Distributor access to the facilities
involved in performing an order for purposes of reviewing the status and
progress of

production.

5. REJECTION. If any of the Commercial Product, Pre-Commercial Product or
services (to the extent that Company is providing services) ordered are found by
Distributor within [***] of delivery to be defective, or otherwise not in
conformity with the requirements of the order, including any applicable
specifications, Company, at its option and sole discretion may: (a) instruct
Distributor to return such goods at Company's expense; (b) request that
Distributor, with Distributor's written approval, take such actions as may be
required to cure all defects and/or bring the Commercial Product or Pre-
Commercial Product into conformity with all requirements, in which event any
reasonable costs and expenses thereby incurred by Distributor, including
material and handling charges, will be at Company's expense; and (c) re-perform,
at Company's own expense, any defective portion of the services performed, to
the extent that Company is supplying services. Distributor must notify Company
in writing of such defect or non-conformity within [***] after delivery of the
Commercial Product or Pre-Commercial Product or performance of services, if
applicable, or Distributor's rights under this Section 5 shall be waived. The
remedies in this Section 5 shall be Distributor's exclusive remedies under this
Section 5.

Products (Commercial Units)
- --------------------------------------------------------------------------------
COMPANY'S
estimated
Cumulative # of
direct cost Price to units
# of units per unit
DISTRIBUTOR per purchased by
Lot # in Lot (US$) unit(US$)
GEFCS
- --------------------------------------------------------------------------------

1 [***] [***] [***] [***]
2 [***] [***] [***] [***]
3 [***] [***] [***] [***]
4 [***] [***] [***] [***]
5 [***] [***] [***] [***]
6 [***] [***] [***] [***]
7 [***] [***] [***] [***]
8 [***] [***] [***] [***]
9 [***] [***] [***] [***]
10 [***] [***] [***] [***]
11 [***] [***] [***] [***]
12 [***] [***] [***] [***]
13 [***] [***] [***] [***]
14 [***] [***] [***] [***]
15 [***] [***] [***] [***]
16 [***] [***] [***] [***]

Note: All numbers have been omitted and filed separately with the Securities
and Exchange Commission pursuant to Rule 406 under the Securities Act].

17 [***] [***] [***] [***]
18 [***] [***] [***] [***]
19 [***] [***] [***] [***]
20 [***] [***] [***] [***]
21 [***] [***] [***] [***]
22 [***] [***] [***] [***]
23 [***] [***] [***] [***]
24 [***] [***] [***] [***]
25 [***] [***] [***] [***]
26 [***] [***] [***] [***]
27 [***] [***] [***] [***]
28 [***] [***] [***] [***]
29 [***] [***] [***] [***]
30 [***] [***] [***] [***]

Prices shown are for the Products as specified in EXHIBIT 4. Any modification
to the EXHIBIT 4 specification requested by Distributor that result in a change
to the Company's direct cost will cause Distributor's price to change by an
equal amount.

EXHIBIT 5

COMPANY'S INSURANCE

Company shall maintain in effect at all times during the Term of this Agreement
products liability insurance as set forth on the following certificate, with
Distributor named as additional insured.

(See Attached)