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 10.19 A COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENT Between PLUG POWER, L.L.C. and U. S. ARMY BENET LABORATORIES A. Whereas, the Federal Technology Transfer Act of 1986, 15 USC3710a, provides each Federal agency with the authority to permit the Directors of Government-operated Federal Laboratories to enter into Cooperative Research and Development Agreements (CRADA's) with Federal and non-Federal entities, including private firms and organizations. This authority allows Federal laboratories to accept, retain, and use funds, personnel, services, and property from collaborating parties and to provided personnel services, and property to collaborating parties. This authority also includes the disposition of patent rights in any inventions, which may result from such collaboration, or by delegation of the Assistant Secretary of the Army for Research, Development and Acquisition, other patent rights which are owned by the Government. B. Whereas, the U.S. Army BENET Laboratories (BENET) has an installation and extensive state-of-the art infrastructure required to support an array of unique technologies, in Armaments, Munitions and in enabling technologies. BENET has the responsibility to make its procedures, processes and technologies available for use and transfer to the private sector. BENET has unique technologies and facilities in specialized materials, simulation and analysis for prototype fabrication, which PLUG POWER desires to adapt for commercial application. C. Whereas, PLUG POWER, L.L.C. (PLUG POWER) desires to collaborate with BENET in the business of research, development, and engineering for the purpose of transferring unique process technologies from the United States Army for use and application by PLUG POWER for a commercial application. NOW, THEREFORE, the parties agree as follows: Article 1. Definitions. As used in this Agreement, the following terms shall have the following meanings, and such meanings should be equally applicable to both the singular and plural forms of the terms defined: 1.1 "Agreement" means this Cooperative Research and Development Agreement. 1.2 "Invention" means any invention or discovery, which is or may be patentable or otherwise protected, under Title 35 of the United States Code. 1.3 "Made" in relation to any Invention means the conception or first actual reduction to practice of such Invention. 1.4 "Proprietary Information" means any patent rights, copyrights, trademark rights, trade secrets, mask works, proprietary information or data, moral rights, and know-how developed by PLUG POWER prior to, in the course of or subsequent to, this Agreement that: (i) is not generally known or available from other sources without obligation concerning its confidentiality; (ii) has not been made available by the owners to others without obligation concerning its confidentiality; and (iii) is not already available to the Government without obligation concerning its confidentiality, and does not constitute a Subject Invention, Subject Data or Protected CRADA Information. 1.5 "Subject Data" means all recorded information first produced in the performance of this Agreement. 1.6 "Subject Invention" means any invention made in the performance of work under this Agreement. 1.7 "Protected CRADA Information" means any patent rights, copyrights, trademark rights, trade secrets, mask works, proprietary information or data, moral rights, and know-how, developed in the course of this Agreement and directly related to the Statement of Work, by a BENET or PLUG POWER employee assigned to this project by his or her employer. Article 2. Cooperate Research. 2.1 Statement of Work. Cooperative research performed under this Agreement shall be performed in accordance with the Statement of Work (SOW), incorporated as a part of this Agreement as Appendix A. Each party agrees to participate in the cooperative research and to utilize such personnel, resources, facilities, equipment, skills, know-how and information, as it considers necessary, consistent with its own policies, missions, and requirements. Work tasks will be added to Statement of Work and will become part of this Agreement and recorded as part of Appendix A. The work will be task-or-performance oriented. 2.2 Multiple Parties and Separate Technologies: BENET has unique technologies in several related but distinct areas to include, but not limited to: Mounts, Fire Control, and the enabling sciences and discipline. In addition, BENET has expertise located within Watervliet Arsenal. 2.3 Review of Work. Periodic conferences shall be held between BENET personnel and PLUG POWER personnel for the purpose of reviewing the progress of the work. It is understood that the nature of this cooperative research is such that completion within the limit of financial support allocated, cannot be guaranteed. Accordingly, it is agreed that all sponsored research is to be performed on a best efforts basis. It is agreed that individual work 2 tasks incorporated into the Statement of Work will make use of project management techniques detailing where appropriate, cost, schedule and technical milestone considerations to mitigate and control risk. 2.4 Change in Scope. The parties shall make a good faith effort to agree on any necessary changes to the SOW and make the changes by written notice. The parties agree that increases and decreases in effort may by mutual agreement not be considered a change in scope, minimizing administrative delays in the execution of effort. 2.5 Research and Development (R&D) Team. To the extent that the conduct of sponsored research requires a joint technical effort, PLUG POWER and BENET agree to establish a joint research and development team (the "TEAM"). The Team shall conduct cooperative research in accordance with the SOW. Each party shall pledge to make available to the Team such resources, facilities, equipment, skills, know-how, and information, as it considers necessary and appropriate. Both parties pledge to support the Team in a mutually cooperative manner, on a best effort basis, consistent with their respective policies, missions, and requirements. Each party may support changes to the SOW or to the scope and direction of the effort which, if agreed to by the other party, shall first be made to the SOW, and then implemented by the Team. While assigned to the Team, members shall continue to remain employed by their respective employers with full benefits and salary, and will not be considered to be employees of the other party for any reason. Each parties shall be solely responsible for the composition their of Team members. Article 3. Reports. 3.1 Progress Reports. After this Agreement enters into force, BENET and PLUG POWER shall exchange periodic written reports during the term of this Agreement on the progress of their work, and the results being obtained, and shall make available to the extent reasonably requested, other project information in sufficient detail to explain the progress of the work. Specific report content and timing will be defined in the Statement of Work. 3.2 Final Report. BENET and PLUG POWER shall prepare a written report within three (3) months after expiration of this Agreement. This report shall set forth the technical progress made, identifying such problems as may have been encountered, and establishing goals and objectives requiring further effort. Inclusion of Proprietary Information or Subject Information in deliverable reports shall be subject to the provisions of Article 7.2. In addition, a portion of the results not including Proprietary Information, may be prepared for publication in a journal or conference, as appropriate, by BENET or PLUG POWER, with co-authorship, as appropriate, subject to the provisions of 7.4. Article 4. Financial Obligation Salary and Travel. BENET and PLUG POWER shall provide support to their respective personnel in performance of this Agreement. Attached Statements of Work set forth 3 in Appendix A will detail financial terms and conditions. If or when appropriate and required by a scope of work, reimbursement required by BENET will be provided by PLUG POWER. It is noted that reimbursement does not constitute a sale or transfer of ownership of property. Article 5. Title to Property. 5.1 Equipment. All equipment first acquired under this Agreement, and all Government Furnished Equipment (GFE), if any, shall be the property of BENET except that title to items of equipment developed or purchased by PLUG POWER, or provided to BENET by PLUG POWER or acquired by BENET with funds supplied by PLUG POWER, shall remain or vest in PLUG POWER. ANY GFE shall be used solely for the performance of the effort contemplated by this Agreement. Upon completion of research under this Agreement, PLUG POWER shall be responsible for all costs attendant to the maintenance, removal, storage, and shipping of their equipment to their own facility. Prototype hardware, designed, produced and transferred by the Government to PLUG POWER will be considered GFE, with the Government retaining title. The applicable sections of Part 45 of the Federal Acquisition Regulations shall apply to PLUG POWER's management and disposition of GFE furnished under this Agreement. 5.2. Software 5.2.1. PLUG POWER Employee Software. Title to any copyright in software written by PLUG POWER employees necessary to perform this Agreement shall be held by PLUG POWER. PLUG POWER agrees to grant to the U.S. Government a non-exclusive, irrevocable, paid-up license for military applications only, to use or have used, throughout the world by, or on behalf of the U.S. Government, the copyright covering said software. 5.2.2. Joint Employee Software. Title to any copyright in software written jointly by BENET and PLUG POWER employees in the course of performance of this Agreement, shall be held by PLUG POWER. PLUG POWER agrees to grant to the U.S. Government a nonexclusive, irrevocable, paid-up license for military applications only, to use or have used, throughout the world by, or on behalf of the U.S. Government, the copyright covering said software. 5.2.3 Limited Scope. PLUG POWER shall retain ownership in any software or algorithms to which PLUG POWER has title prior to this Agreement, or written for its own requirements during the course of this Agreement which are not necessary for the performance of work under this Agreement. 5.2.4. BENET Employee Software. The U.S. Government hereby grants to PLUG POWER an exclusive, irrevocable, transferable, worldwide, paid-up license to make, use or sell any software written by BENET employees in the performance of this Agreement. 4 5.2.5 BENET Laboratories may provide interface drawings and other technical data to collaborators as required or negotiated for purposes other than for production of Large Caliber Cannon. In this instance Cannon is defined as consisting of the Cannon Tube, to include thermal management assembles, the Breech, Mechanism, to include breech actuation assemblies, the Bore evacuator and the Muzzle Break. Article 6. Inventions and Patents. 6.1 Reporting. The parties shall promptly report to each other all Subject Inventions made in the performance of work under this Agreement. All Subject Inventions made in the performance of work under this Agreement shall be listed in the Final Report required by this Agreement. 6.2 Employee Inventions. BENET, on behalf of the U.S. Government, agrees that PLUG POWER shall retain title to any PLUG POWER employee Subject Invention. PLUG POWER may file patent applications on such Subject Inventions at its own expense. PLUG POWER further agrees to grant to the U.S. Government on PLUG POWER Subject inventions a nonexclusive, irrevocable, paid-up license in the patents covering a Subject Invention, to practice or have practiced, throughout the world by, or on behalf of the U.S. Government, the Subject Inventions which are covered by a resulting patent except for any application related to fuel cells. Such non-exclusive license shall be evidenced by a confirmatory license agreement prepared by PLUG POWER in a form satisfactory to BENET. 6.3. BENET Employee Inventions. BENET, on behalf of the U.S. Government, shall have the initial option to retain title to, and file patents on, each Subject Invention made by its employees. BENET may file patent applications thereon at its own expense. BENET, on behalf of the U.S. Government, agrees to grant to PLUG POWER on those BENET employee Subject Inventions upon which the U.S. Government has exercised the option to retain title to, a nonexclusive, irrevocable, transferable, paid-up license in the patents covering a Subject Invention, to practice or have practiced, throughout the world by, or on behalf of PLUG POWER, the Subject Inventions, which are covered by a resulting patent. The license on Subject Inventions excludes the right to produce or have produced Large Caliber Cannon at any facility other than Watervliet Arsenal. 6.4 Joint Employee Inventions. PLUG POWER have the initial option to file patent applications at its own expense on joint inventions, subject to the conditions specified in Paragraph 6.5. PLUG POWER is hereby granted all rights to patents filed in its name for joint inventions for all applications related to fuel cells, and the U.S. Government is hereby granted an exclusive, irrevocable, paid-up U.S. Government license to practice or have practiced, throughout the world by, or on behalf of the U.S. Government, the invention which is covered by a resulting patent for all applications except those related to fuel cell applications. 5 6.5 Filing of Patent Applications. The party having the right to retain title and file patent applications on a specific Subject Invention may elect not to file patent applications, provided it so advises the other party within 300 days from the date it reports the Subject Inventions to the other party. Thereafter, the other party may elect to file patent applications on the Subject Invention and the party initially reporting the Subject Invention agrees to assign its right, title, and interest in the Subject Invention to the other party. The assignment of the entire right, title, and interest to the other party, pursuant to this paragraph, shall be subject to the retention by the party assigning title of a nonexclusive, irrevocable, transferable, paid-up license to practice, or have practiced, the Subject Invention the world. 6.6 Patent Expenses. The expenses attendant to the filing of patent applications shall be borne by the party filing the patent applications. Each party shall provide the other party with copies of the patent applications it files on any Subject Invention along with the power to inspect and make copies of all documents retained in the official patent application files by the applicable patent office. The parties agree to reasonably cooperate with each other in the preparation and filing of patent applications resulting from this Agreement. 6.7 Maintenance Fees. The fees payable to the U.S. Patent and Trademark Office, in order to maintain the patent's enforcement, will be payable by the owner of the patent, at that party's option. In the event that BENET is the owner of the patent and PLUG POWER holds an exclusive license in said patent, PLUG POWER shall pay all maintenance fees for said patent, but shall not be required to pay any litigation fees for said patent. If deciding not to pay the maintenance fee, PLUG POWER must relinquish their exclusive license rights in said patent and must give BENET reasonable notification so as to permit BENET the option of paying said fee. In the event that PLUG POWER elects not to pay the maintenance fees and BENET elects to exercise it's option to pay said fee, PLUG POWER will retain a non-exclusive, irrevocable, transferable, paid-up license in said patent 6.8 Exclusive License 6.8.1 BENET, on behalf of the U.S. Government, agrees to grant to PLUG POWER a limited term exclusive, transferable, worldwide license in each U.S. patent application, and patents issued thereon, covering a BENET employee Subject Invention, which is filed by BENET on behalf of the U.S. Government subject to the reservation of a non-exclusive, irrevocable, paid-up license to practice and have practiced the Subject Invention on behalf of the U.S. Government. 6.8.2 Exclusive License Terms. PLUG POWER shall elect or decline to exercise its rights to acquire a limited term exclusive license to any Subject Invention(s) within six (6) months of being informed by BENET of the Subject Invention(s). A reasonable royalty rate and other terms of license shall be negotiated promptly in good faith and in conformance with the laws of the United States. Such exclusive license shall be for an initial term ending seven (7) years from the date of each patent and with respect to each such patent shall be 6 automatically renewable for successive seven (7) year periods provided PLUG POWER or any PLUG POWER sublicensee: (i) is then conducting related research, or (ii) continues to commercialize the subject matter covered by such patent(s). 6.8.3 Other BENET Inventions. This Agreement does not grant an implied license to PLUG POWER with respect to any other government inventions, including any BENET inventions not covered by Article 6.8.2. BENET agrees to grant an exclusive, transferable, worldwide license to PLUG POWER to such other BENET Inventions if requested by PLUG POWER at fair and reasonable terms, if such an exclusive license is necessary for PLUG POWER to practice, or have practice, any BENET Subject Invention under this Agreement, but only to the extent that BENET has an unencumbered right and/or authority to do so. Nothing in this Agreement shall be construed as a grant or an agreement to grant any license with respect to any invention made by any other U.S. Army laboratory or any other Government agency or laboratory. 6.8.4 Subsidiaries and Affiliates. The license to PLUG POWER under this Agreement also extend to PLUG POWER's United States subsidiaries. 6.8.5 Other PLUG POWER Inventions. This Agreement does not grant an implied license to BENET with respect to any other PLUG POWER inventions, including any PLUG POWER inventions not covered by Section 6 of this Agreement. PLUG POWER agrees to grant a nonexclusive, transferable, worldwide license to BENET to such other PLUG POWER inventions if requested by BENET at fair and reasonable terms, if such an nonexclusive license is necessary for BENET to practice, or have practiced, any PLUG POWER Subject Invention under this Agreement, but only to the extent that PLUG POWER has an unencumbered right and/or authority to do so. Nothing in this Agreement shall be construed as a grant or an agreement to grant any license with respect to any invention made by PLUG POWER. Article 7. Data and Publication 7.1 Rights. Subject Data shall be individually owned by the parties hereto. Either party shall, upon request, have the right to review all Subject Data first produced under this Agreement which has not been delivered to the other party, except to the extent that such Subject Data is subject to a claim of confidence or privilege by a third party. 7.2 Proprietary Information. BENET agrees that any Proprietary Information furnished by PLUG POWER to BENET under this Agreement, or in contemplation of this Agreement, shall be used, reproduced and disclosed by BENET only for the purpose of carrying out this Agreement, and shall not be released by BENET to third parties unless 7 consent to the release is obtained from PLUG POWER. Proprietary Information which is disclosed verbally by PLUG POWER shall be identified as proprietary at the time of disclosure and then summarized in writing. Such summary shall be marked as Proprietary information and provided to BENET within ten (10) days after the verbal disclosure. PLUG POWER shall place a proprietary notice on all information it delivers to BENET under this Agreement which it asserts is proprietary. All Proprietary Information shall be protected for a period of five (5) years from disclosure to BENET. 7.3 Release Restrictions. BENET shall have the right to use all Subject Data for military purposes only, and shall not release such Subject Data publicly except when: (i) BENET in reporting results of sponsored research, may publish Subject Data in technical articles and other documents to the extent it determines to be appropriate unless such disclosure will adversely affect PLUG POWER's rights; and (ii) BENET may release such Subject Data where such release is required by law or court order provided that prior notice is provided to PLUG POWER to allow Plug POWER to obtain a Protective Order. 7.4 Publication. BENET and PLUG POWER agree to confer prior to the publication of Subject Data to assure that no Proprietary Information or protected CRADA information are released and that patent rights are not jeopardized. Prior written approval is required from the other party before a party hereto can submit a manuscript for review, which contains the results of the research under this Agreement, or prior to publication if no such review is made. Each party shall be offered an ample opportunity to review such proposed manuscript and to file patent applications in a timely manner. 7.5 Obligations as to Protected CRADA Information. Each party hereto may designate as Protected CRADA Information, as defined in Article 1, any Subject Data produced by its employees, and with the agreement of the other party, mark any Subject Data produced by the other party's employees. All such designated Protected CRADA Information shall be appropriately marked. For a period of five (5) years from the date Protected CRADA Information is produced, the parties hereto agree not to further disclose such Protected CRADA Information except: (1) as necessary to perform this CRADA; (2) as necessary for PLUG POWER to conduct its business; (3) as necessary for BENET to provide to other Government facilities, and only at those Government facilities with the same protection in place, or (4) as mutually agreed by the parties hereto in advance in writing. The obligations of the parties with respect to Protected CRADA Information, shall end sooner for any Protected CRADA Information which shall: (1) become publicly known without fault 8 of either party; (2) come into a party's possession without breach by that party of the obligations set forth in this Article; or (3) be independently developed by a party's employees who did not have access to the Protected CRADA Information. Article 8. Representations and Warranties. 8.1 Representations and Warranties of BENET. BENET hereby represents and warrants as follows: 8.1.1 Organization. BENET is a federal laboratory and is wholly owned by the Government of the United States and whose substantial purpose is the performance of research, development, and engineering. 8.1.2 Mission. The performance of the activities specified by this Agreement are consistent with the mission of BENET. 8.1.3 Authority. All prior reviews and approvals required by regulations or law have been obtained by BENET prior to the execution of this Agreement. The BENET official executing this Agreement has the requisite authority to do so. Notwithstanding the delegation of authority to execute this Agreement to the individual designated, that is the Director of BENET, the Secretary of the Army has reserved to the Assistant Secretary of the Army (Research, Development and Acquisition) the opportunity provided by 15 USC Sect. 3710a(c)(5)(A), to disapprove or require the modification of this Agreement within 30 days of the date it is presented to him or her by BENET. 8.1. Statutory Compliance. The BENET Director, prior to entering into this Agreement, has given special consideration to entering into CRADA's with small business firms and consortia involving small business firms. 8.2 Representations and Warranties. PLUG POWER hereby represents and warrants to BENET as follows: 8.2.1 Organization. PLUG POWER as of the date hereof, is duly organized, and incorporated in the state of Delaware, is in good standing and has the authority to operate as an entity; 8.2.2 POWER of Authority. PLUG POWER has the requisite power and authority to enter into this Agreement- and to perform according to terms thereof; 8.2.3 Due Authorization. PLUG POWER has taken all actions required to be taken by law, to authorize the execution and delivery of this Agreement; 8.2.4 No Violation. The execution and delivery of this Agreement does not contravene any material provision of, or constitute a material default under any material agreement binding on PLUG POWER or any valid order of any court, or any regulatory agency or other body having authority to which PLUG POWER is subject. 9 Article 9. Termination. 9.1 Termination by Mutual Consent. PLUG POWER and BENET may elect to terminate this Agreement, or portions thereof, at any time by mutual consent. 9.2 Termination by Unilateral Action. Either party may unilaterally terminate this entire Agreement at any time by giving the other party written notice, no less than 30 days prior to the desired termination date. Termination will consider any work in process and the financial effects on the parties. 9.3 Termination Procedures. In the event of termination, the parties shall specify by written notice the disposition of all property, patents, and other results of work accomplished or in progress, arising from or performed under this Agreement. Upon the receipt of written termination notice, the parties shall not take any new commitments that relate to this Agreement. Article 10. Disputes. 10.1 Settlement. Any dispute arising under this Agreement which is not disposed of by agreement of the co-principal investigators, shall be submitted jointly to the signatories of this Agreement. A joint decision of the signatories or their designees shall be the disposition of such dispute. However, nothing in this section shall prevent any party from pursuing any and all administrative and/or judicial remedies, which may be allowable. Article 11. Liability. 11.1 Property. Neither party shall be responsible for damages to any property provided to, or acquired by, the other party pursuant to this Agreement. 11.2 PLUG POWER Employees. PLUG POWER agrees to indemnify and hold harmless the U.S. Government for any loss, claim, damage, or liability of any kind involving any employee of PLUG POWER arising in connection with this Agreement, except to the extent that such loss, claim, damage, or liability is due to the negligence of BENET under the provision of the Federal Torts Claims Act. 11.3 No Warranty. Except as specifically stated elsewhere in this Agreement, BENET makes no express or implied warranty as to any matter whatsoever, including the conditions of the research or any invention or product, whether tangible or intangible; made, or developed under this Agreement, or the ownership, merchantability, or fitness for a particular purpose of the research or any invention or product. 11.4 Product and Other Liability as to the U.S. Government. PLUG POWER holds the U.S. Government harmless and indemnifies the U.S. government for all liabilities, demands, damages, expenses, and losses arising out of use by PLUG POWER of BENET's 10 research and technical developments or out of any use, sale, or other disposition by PLUG POWER of products made by the use of BENET's technical developments. 11.5 Indemnification. The U.S. government and PLUG POWER makes no express or implied warranty as to the conditions of the research or any intellectual property or product made, or developed under this Agreement, or the ownership, merchantability or fitness for a particular purpose of the research or resulting product. Neither the U.S. Government or PLUG POWER shall be liable for special, consequential, or incidental damages. Article 12. Miscellaneous 12.1 No benefits. No member of, or delegate to the United States congress, or resident commissioner, shall be admitted to any share or part of this Agreement, nor to any benefit that may arise therefrom; but this provision shall not be construed to extend to this Agreement, if made with a corporation for its general benefit. 12.2 Governing Law. This Agreement shall be governed by the laws of the United States Government. 12.3. Fair Access. This Agreement shall not restrict either party from entering into similar agreements. 12.4.a Notices. All notices pertaining to or required by this Agreement, shall be in writing and shall be signed by an authorized representative, and shall be delivered by hand or sent by certified mail, return receipt requested, with postage prepaid. 12.4.b Independent Contractors. The relationship of PLUG POWER to BENET/to this Agreement is-that of independent contractors and not as agents of-each or as joint ventures or partners. 12.5 Use of Name or Endorsement: (i) PLUG POWER shall not use the name of BENET, BENET Laboratories, Watervliet Arsenal or the Department of the Army, on any product or service which is directly or indirectly related to either this Agreement or any patent license or assignment agreement, which implements this Agreement without the prior approval of BENET; (ii) by entering into this Agreement, BENET does not directly or indirectly endorse any product or service provided, or to be provided, by PLUG POWER, its successors, assignees, or licensees. PLUG POWER shall not in any way imply that this Agreement is any endorsement of such products or service. 12.6 The rights specified in provision of this Agreement covering Inventions and Patents", "Exclusive License", "Data and Publication", "Product and Other Liability as to the U.S. Government" and "Indemnification" shall survive the termination or expiration of this Agreement. 11 Article 13. Duration of Agreement and Effective Date 13.1 Expiration of Agreement. This Agreement will automatically expire on 1 December 2003, unless it is revised by written notice and mutual consent. 13.2 Effective Date. This Agreement shall enter into force as of the date it is signed by -the last authorized representative of the parties. IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as follows: For: PLUG POWER, L.L.C. /s/ Gary Mittleman ------------------------------------- Gary Mittleman President and Chief Executive Officer Date:_______________________ For: BENET and the U.S. Government /s/ Russell Fiscella ------------------------------------- Mr. Russell Fiscella Acting Director US Army BENET Laboratories Date:_______________________ 12 APPENDIX A STATEMENT OF WORK (SOW) The overall purpose of this CRADA is for PLUG POWER, L.L.C. to acquire from the US Army BENET Laboratories unique technology and services which will be applied by PLUG POWER for commercial applications. PLUG POWER desires to work with scientists and engineers of BENET to develop and commercialize new and innovative energy products. BENET scientists have unique knowledge in simulation and analysis, design and the application of- advanced materials. PLUG POWER is engaged in a commercial enterprise, which can apply BENET's technology to enhance product functionality, reliability and durability. This Agreement does not commit PLUG POWER to any expenditure of funds. Detailed work tasks and associated costs will be agreed to by the parties in advance of commencing work. Increases or decreases to this Agreement will be accomplished by a written amendment to this statement of Work, authorized by representatives of both PLUG POWER and BENET. 13 STATEMENT OF WORK Modification Number 001 Composite Plate Development Version 1.0 January 12, 1998 Background: PLUG POWER is investigating the use of conductive composite materials for commercial fabrication of PEM Fuel cell plates. Conductive plates can potentially offer the following benefits: . Low weight . Low piece cost . Corrosion resistance . Higher volume capability . Established manufacturing process and infrastructure . Ability to attain elaborate geometric features PLUG POWER has developed certain requirements and designs for the composition and geometry of composite plates and is progressing toward their development and eventual commercialization. PLUG POWER seeks to discover the material composition and molding process best suited for these composite plates. A successful composite plate design will have to attain acceptable electrical conductivity and mechanical properties. Short Term Test Plan 1 - To mold blocks of various material compositions for subsequent material property testing a. BENET Labs will fabricate a [***] simple mold plate. b. BENET Labs will use the mold plate to mold 4 plates from each of the following 6 composition formulas: MIX 1 MIX 2 MIX 3 MIX 4 MIX 5 MIX 6 - ------------------------------------------------- [***] [***] [***] [***] [***] [***] [***] - ------------------------------------------------- [***] [***] [***] [***] [***] [***] [***] - ------------------------------------------------- [***] [***] [***] [***] [***] [***] [***] - ------------------------------------------------- [***] [***] [***] [***] [***] [***] [***] - ------------------------------------------------- c. Determine physical properties of the molded plates. d. PLUG POWER will perform conductivity and permeability tests on the plates. e. BENET Labs will perform mechanical testing on the plates including such tests as strength, toughness, creep, thermal expansion and thermal conductivity. f. BENET Labs will deliver to PLUG POWER all fabricated plates and test results. STATEMENT OF WORK Modification Number 001 Composite Plate Development Version 1.0 January 12, 1998 2 - Mold Plates using the material selected in the block testing a. PLUG POWER will fabricate low production volume molds. b. BENET Labs will use the PLUG POWER supplied molds to fabricate at least 04 plates using a PLUG POWER specified material formulation. c. BENET Labs will perform requested geometric and surface measurements of the formed plates. d. PLUG POWER will test plates and identify areas of improvement. e. BENET Labs will deliver to PLUG POWER all fabricated plates and test results. STATEMENT OF WORK Modification Number 001 Estimate of required time and materials Version 1.0 January 15, 1998 BENET Laboratories will assist PLUG POWER in investigating the use of [***] for commercial fabrication of PEM fuel cell plates. Reference PLUG POWER "[***] and Testing Version 1.0 Dated January 12, 1998." The following is an estimate of time and material costs required by BENET Laboratories to perform the work. Task ID Task Name Materials Labor Estimate - ------- --------------------- --------- -------------- 2 Generate [***] mold drawing $ [***] [***] 3 Fabricate [***] mold $ [***] [***] 4 Procure Materials $ [***] [***] 5 Mold [***] trial plate $ [***] [***] 6 Mold [***] plates $ [***] [***] 7 Fabricate Property $ [***] [***] Specimens 8 Perform property tests $ [***] [***] 9 Specify property tests $ [***] [***] 10 Procure mold materials $ [***] [***] 12 Generate final mold drawings $ [***] [***] 13 Fabricate final molds $ [***] [***] 14 Inspect molds (WVA) $ [***] [***] 15 Mold Final plates $ [***] [***] 16 Inspect final plates (WVA) $ [***] [***] Total labor [***] Labor rate $ [***] Total Labor $ [***] Total Material $ [***] Grand Total $ [***] Expenditures in excess of $ [***] by BENET Laboratories shall not be reimbursable unless authorized in advance by a written amendment to this Modification No. 1, executed by a representative of PLUG POWER. Approvals to Commence Work: For PLUG POWER: For BENET Laboratories ___________________________ ________________________________ ___________________________ ________________________________ STATEMENT OF WORK Modification Number 002 Plate Corrosion Investigation Version 1.0 February 17, 1998 Background: PLUG POWER is investigating the cause(s) of corrosion witnessed on fuel cell plates. Although the plates are fabricated from [***], a significant amount of "contamination" has been found on certain areas of cell plates. To ensure reliable fuel cell operation, the source(s) of this "contamination" must be identified and mitigated. PLUG POWER consequently seeks to enlist the assistance of BENET Laboratories to determine the origins and causes of this observed "contamination." Scope of Work BENET Laboratories personnel will utilize a variety of their metallurgical examination techniques, failure analysis skills, and analysis equipment to identify the species and causes of the observed contamination. a. PLUG POWER will provide to BENET Labs several contaminated fuel cell plates along with water samples and other components required to facilitate the investigation. b. PLUG POWER will familiarize BENET Labs personnel in the various functional aspects of the contaminated plates to permit comprehensive understanding of the potential corrosion mechanisms. c. BENET Labs will inspect the plates using non-destructive techniques in an effort to determine the origins and causes of the plate contamination. d. Only after receiving permission from PLUG POWER will BENET Labs be permitted to perform destructive examinations of the fuel cell plates. e. BENET Labs will provide interim reports of findings on an as required basis. f. BENET Labs will deliver to PLUG POWER an informal final of findings, along with all plate samples and associated materials upon completion of the investigation. STATEMENT OF WORK Modification Number 002 Estimate of required time and materials Version 1.0 January 15, 1998 BENET Laboratories will assist PLUG POWER in investigating the causes of contamination found on fuel cell plates. Reference PLUG POWER "Plate Corrosion Investigation Version 1.0 Dated February 17, 1998." The following is an estimate of time and material costs required by BENET Laboratories to perform the work. Task ID Task Name Materials Labor Estimate - ------- --------- --------- -------------- 1 Analyze plates and write report $ [***] [***] Total Labor [***] Labor rate $ [***] Total Labor $ [***] Total Material $ [***] Grand Total $ [***] Expenditures in excess of $[***] by BENET Laboratories shall not be reimbursable unless authorized in advance by a written amendment of this Modification No. 2, executed by a representative of PLUG POWER Approvals to Commence Work: For PLUG POWER: For BENET Laboratories ___________________________ ____________________________________ Date:______________________ Date:_______________________________ STATEMENT OF WORK Modification Number 003 Estimate of required time and materials Version 1.0 February 18, 1998 (modified 20 Feb 98; BENET estimates added) BENET Laboratories will assist PLUG POWER in analyzing components of the [***] test fuel cell. Reference PLUG POWER "[***] Test Study, Version 1.0 Dated February 18, 1998." The following is an estimate of time and material costs required by BENET Laboratories to perform the work. Task ID Task Name Materials Labor Estimate - --------- ---------------------------------- --------- -------------- 1 Support and witnessing disassembly $[***] [***] 2 Analysis of Water Samples $[***] [***] 3 Analysis of Hardware Components $[***] [***] Total Labor [***] Labor rate $[***] Total Labor $[***] Total Material $[***] Grand Total $[***] Expenditures in excess of $[***] by BENET Laboratories shall not be reimbursable unless authorized in advance by a written amendment to this Modification No. 3, executed by a representative of PLUG POWER Approvals to Commence Work: For PLUG POWER: For BENET Laboratories ___________________________________ ________________________________ Date:______________________________ Date:_______________________________ STATEMENT OF WORK Modification Number 003 [***] Test Study ---------------- Version 1.0 February 18, 1998 (modified 20 Feb 98; BENET estimates added) Background: PLUG POWER is investigating the effects of [***] on fuel cell components. To begin the study, PLUG POWER will be conducting a series of [***] long tests [***]. Each fuel cell will be operated under controlled conditions, and periodically monitored for electrical performance. Additionally, water samples from the fuel cell exhaust ports will be gathered on a periodic basis. At the conclusion of the [***], the fuel cell will be disassembled and inspected for a variety of mechanical, and electrochemical attributes. PLUG POWER wishes to enlist the assistance of BENET Laboratories in performing metallurgical and other physical analysis procedures. Scope of Work Following the conclusion of the first [***] test, PLUG POWER will disassemble the fuel cell. Components of the fuel cell, and a collection of water samples will be delivered to BENET Laboratories personnel for their examination and analysis as described below. Part 1 - Support and witnessing of the disassembly a. BENET laboratory personnel will attend the disassembly of the [***] test cell. By witnessing the disassembly, they will gain better first-hand knowledge of the condition of the assembly, and be able to advise potential analysis options on a "real-time" basis. b. PLUG POWER will provide to BENET labs the following: 1 - Water samples as defined below 2 - Two reactant flow field plates (anode and cathode) Part 2 - Analysis of Water samples a. BENET Labs personnel will analyze water samples provided to them by PLUG POWER for chemical content. The samples will consist of: 1 - [***] 2 - [***] 3 - [***] 4 - [***] Using appropriate techniques, BENET personnel will test each water sample for evidence of [***]. [***] will also be documented. Part 3 - Analysis of hardware components a. BENET Labs personnel will inspect the reactant flow field plates using non-destructive techniques in an effort to determine the origins and causes of any potential plate contamination. Plates will be provided to BENET Labs with components attached, and careful disassembly will be required. Plug Power will provide disassembly guidance as required. Photographs of the plates should be made documenting any areas of interest during the disassembly process. b. BENET Labs personnel will inspect the plates and components for unusual conditions (i.e., corrosion, pitting, stains, etc.) as required, using electron microscopic and other surface examination techniques. c. BENET Labs will provide interim reports of findings on an as required basis. d. BENET Labs will deliver to PLUG POWER an informal final report of findings, along with all plates and materials upon completion of the investigation. STATEMENT OF WORK Modification Number 004 [***] STUDY Version 2.0 June l, 1998 (Revised per May 29, 1998 Meeting) Background: PLUG POWER is investigating the effects of [***] on fuel cell components. To begin the study, PLUG POWER will be conducting a series of [***], long tests of [***] fuel cells. Each fuel cell will be operated under controlled conclusions, and periodically monitored for electrical performance. At the conclusion of the [***], the fuel cell will be disassembled and inspected for a variety of mechanical, and electrochemical attributes. PLUG POWER wishes to enlist the assistance of BENET Laboratories in performing chemical analysis procedures on the [***], and [***] components of one such test cell. Scope of Work Following the conclusion of the first [***] test, PLUG POWER will disassemble the fuel cell. Components of the fuel cell. ([***] material will be delivered to BENET Laboratories personnel for their examination and analysis as described below. Part 1 - [***] Level Analysis of the [***] a. BENET laboratory personnel will utilize [***] (or other appropriate) techniques to analyze the content of [***] supplied by PLUG POWER. Each sample must be properly [***]. All samples must be [***]. The instrument must be calibrated to include the expected level of [***] for the samples. b. PLUG POWER will provide to BENET labs the following: 1- Two (2) sample [***] each measuring approximately [***]. The total expected [***]. And the total expected [***] on each sample. One sample is labeled the "Control" [***], and the second [***] is labeled the Test Sample." Part 2 - [***] Analysis a. Sub-task a. is no longer needed and has been deleted. b. Sub-task b. is no longer needed and has been deleted. c. BENET Labs personnel will then determine the weight of [***] present in each sample of the [***] provided by PLUG POWER. d. PLUG POWER will provide to BENET labs the following: 1 - [***] labeled "[***]." 2 - [***] labeled "[***]." 3 - [***] labeled "[***]." STATEMENT OF WORK Modification Number 004 ESTIMATE OF REQUIRED TIME AND MATERIALS Version 1.0 February 18, 1998 BENET Laboratories will assist PLUG POWER in analyzing components of the [***] test fuel cell. Reference PLUG POWER "[***] Study, Version 1.0 Dated March 2, 1998." The following is an estimate of time and material costs required by BENET Laboratories to perform the work. Task ID Task Name Materials Labor Estimate - ------------------ ----------------------------- ----------- -------------- 1 [***] level analysis $ [***] [***] 2 [***] analysis $ [***] [***] 3 Additional water sample tests $ [***] [***] Total Labor [***] Labor rate $[***] Total Labor $[***] Total Material $[***] Grand Total $[***] Expenditures in excess of $[***] by BENET Laboratories shall not be reimbursable unless authorized in advance by a written amendment of this Modification No. 4, executed by a representative of PLUG POWER Approvals to Commence Work: For PLUG POWER: For BENET Laboratories ___________________________ ________________________________ Date:______________________ Date:_______________________________ STATEMENT OF WORK Task Number 005 WATER SAMPLE ANALYSIS August 10, 1998 Background: PLUG POWER is developing PEM fuel cell systems for residential application. In this work, water samples will be collected and analyzed at various locations in a residential fuel cell system to identify contamination sources in water. Scope of Work Plug Power will provide BENET lab with the following water samples for [***] and [***] analysis 1. Plug Power [***] water 2. [***] water from the [***] 3. [***] in the [***] 4. water from [***] 5. water from the [***] in the [***] 6. [***] water [***] should be used for [***] analysis, while [***] should be used for [***] analysis STATEMENT OF WORK Task Number 005 ESTIMATE OF REQUIRED TIME AND MATERIALS August 10, 1998 BENET Laboratories Will assist PLUG POWER in analyzing the water samples provided. The following is an estimate of time and material costs required by BENET Laboratories to perform the work. Task ID Task Name Materials Labor Estimate - --------- --------- --------- -------------- 0 [***] [***] [***] 1 [***] [***] [***] Total Labor [***] Labor rate $[***] Total Labor $[***] Total Material $[***] Grand Total $[***] Expenditures in excess of $[***] by BENET Laboratories shall not be reimbursable unless authorized in advance by a written amendment to this Statement of Work, Task Number 5, executed by a representative of PLUG POWER. Approvals to Commence Work: For PLUG POWER: For BENET Laboratories _________________________ ________________________ Date:____________________ Date:____________________ STATEMENT OF WORK Mod. 6 & 7 Composite Plate Development Version 1.0 June 9, 1998 Background: Plug Power is investigating the use of conductive composite materials for commercial fabrication of PEM Fuel Cell plates. Composite plates can potentially offer the following benefits: . Corrosion resistance . Low weight . Low price cost . High volume capability . Established manufacturing process and infrastructure . Ability to attain elaborate geometric features Plug Power plans to test and fabricate several fuel cell stacks composed of composite plates. Much research has been spent exploring which material compositions and molding processes are best suited for composite plates. The composite plates design must incorporate acceptable electrical conductivity and mechanical properties in order to function in a fuel cell stack. The information that has been gathered to date will be utilized to mold a) several small fuel cell stacks for testing purposes and b) a final [***] stack for automotive testing in late August. Scope of Work: 1. Replicate LANL's latest material mix: a. Benet Laboratories will set-up press b. Benet Laboratories will mold [***] using the latest LANL recipe 2. Mold sample plates using- LANL's latest mix: a. Benet Laboratories will use large plate mold supplied by Plug Power to mold sample plate at 3 web thicknesses. b. Benet will measure conductivity on molded samples. c. Benet Laboratories will perform geometric and surface measurements to ensure compatibility between plates produced and drawings provided. 3. Molding of [***] plates for testing in final [***] fuel cell stack. a. Benet Laboratories will mix the necessary materials based on compositions and procedure requested. b. Benet Laboratories will post-cure the molded plates for the required time to eliminate any material leakage after delivery to Plug Power. c. Benet laboratories will mold [***] with surface and material consistencies allowing them to be placed in final working fuel cell stack. STATEMENT OF WORK Estimate of required time and materials Version 1.0 June 9, 1998 Task ID Task Name Materials Labor Estimate - --------- ------------------------ --------- -------------- 1 Replicate LANL's latest material mix $[***] [***] 2 Mold Sample [***] Plates $[***] [***] 3 Mold [***] Plates $[***] [***] Total Labor [***] Labor rate $[***] Total Labor $[***] Total Material $[***] Grand Total $[***] Expenditures in excess of $[***] by BENET Laboratories shall not be reimbursable unless authorized in advance by a written amendment to this Modification, executed by a representative of PLUG POWER. Approvals to Commence Work: For PLUG POWER: For BENET Laboratories ___________________________ _______________________ Date:_____________________ Date:___________________ STATEMENT OF WORK Task Number 008 ANALYSIS of MEA Surface Contamination September 24, 1998 Background: PLUG POWER is developing a series of high performance fuel cell MEAs for automotive applications. In this work, Plug Power has observed a build up of foreign matter within fuel cell stacks over a period of time. Plug Power wishes to get a better understanding of how these foreign materials are deposited onto the membrane surfaces. Scope of Work Plug Power will provide Benet Labs with 20 samples of membranes with that have been operated within fuel cells for various periods of time. Plug Power wishes to have an analysis performed on these samples for the following [***]. Additionally, Plug Power wishes [***] for: [***] The membranes will be scanned in plane and section. Sectional views will be mounted in plastic and polished. Pictures and trace-scans will be taken for each scan. Plug Power Contact Uriel Oko, 782-7700, Ext. 209 STATEMENT OF WORK Task Number 008 ESTIMATE OF REQUIRED TIME AND MATERIALS September 24, 1998 BENET Laboratories will assist PLUG POWER in analyzing material from fuel cells for the presence of various [***] build-ups on [***] Task ID Task Name Materials Labor Estimate - ------- ----------------- --------- -------------- 1 2 scans (w/pictures & trace scans) per [***] sample (Total of 20 samples x 3 hours/ sample) Total Labor [***] Labor rate $[***] Total Labor $[***] Total Material $[***] Grand Total $[***] Expenditures in excess of $[***] by BENET Laboratories shall not be reimbursable unless authorized in advance by a written amendment to this Statement of Work, Task Number 8, executed by a representative of PLUG POWER. Plug Power Project Number: 89,91-47011-200 Approvals to Commence Work: For PLUG POWER: For BENET Laboratories ________________________________ ________________________________ Date:___________________________ Date:_______________________________ STATEMENT OF WORK Modification Number 003 Estimate of required time and materials Version 1.0 February 18, 1998 (modified 20 Feb 98; Benet estimates added) BENET Laboratories will assist PLUG POWER in analyzing components of the [***] test fuel cell. Reference PLUG POWER "[***] Test Study. Version 1.0 Dated February 18, 1998," The following is an estimate of time and material costs required by BENET Laboratories to perform the work. Task ID Task Name Materials Labor Estimate - --------- ---------------------------------- --------- -------------- 1 Support and witnessing disassembly [***] [***] 2 Analysis of Water Samples [***] [***] 3 Analysis of Hardware Components [***] [***] Total Labor [***] Labor Rate [***] Total Labor [***] Total Material [***] Grand Total [***] Expenditures in excess of [***] by BENET Laboratories shall not be reimbursable unless authorized in advance by written amendment to this Modification No. 3 executed by a representative of PLUG POWER. Approval to Commence Work: For PLUG POWER: For BENET Laboratories - --------------------------- -------------------------- Date: Date: - --------------------------- -------------------------- PLUG POWER Proprietary Information