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 10.15

Agreement No: 4870-ERTER-BA-99 Amount: $3,000,000 Type: Cost-Sharing

Agreement

Agreement dated this 25th day of January, 1999 by and between the NEW YORK
STATE ENERGY RESEARCH AND DEVELOPMENT AUTHORITY ("NYSERDA"), a New York public
benefit corporation having its principal office and place of business at
Corporate Plaza West 286 Washington Avenue Extension, Albany, New York 12203-
6399. and PLUG POWER L.L.C., having its principal office and place of business
at 968 Albany-Shaker Road, Albany, New York 12110 (the "Contractor").

Whereas, the New York State Public Authorities Law empowers NYSERDA to
develop and implement new energy technologies consistent with economic, social
and environmental objectives, to develop and encourage energy conservation
technologies, and to promote, develop encourage and assist special energy
projects and thereby advance job opportunities, health, general prosperity and
the economic welfare of the people of the State of New York; and

Whereas, The New York State Department of Environmental Conservation
("NYSDEC"). pursuant to the 1996 Clean Water/Clean Air Bond Act, as specifically
set forth in Environmental Conservation Law Section 56-0607 is authorized, in
consultation with other state agencies as may be necessary, to make state
assistance payments for projects which will enhance the quality of the State's
environment and the State's air quality; and

Whereas, in accordance with the requirements of the Environmental
Conservation Law Section 56-0607, the NYSDEC in consultation with NYSERDA, has
developed a program to improve air quality in New York State, by improving the
performance of, or lowering product cost to accelerate the widespread use of
ultra-clean, innovative, and advanced power-generation technologies; and

Whereas, in an effort to implement this program, NYSERDA, in conjunction
with the NYSDEC issued Program Opportunity Notice 425-98 entitled "Power-
Generation Technologies Demonstrating Improvements to Air Quality" to solicit
proposals under the Program; and

Whereas, the Contractor submitted a proposal to manufacture, test, and
evaluate pre-production prototype residential fuel cell systems based upon Plug
Power's prototype 7000 PEM Fuel Cell (the "Project") and to demonstrate the
practical applications of such technology for the purpose of providing air
quality benefits through the accelerated deployment of the technology; and

Whereas, NYSERDA and the NYSDEC desire to co-sponsor the further
development of the Plug Power 7000 PEM Fuel Cell as described in the attached
Exhibit A, Statement of Work of this Agreement, which shall be considered a
continuation, enhancement, modification, and improvement to the Plug Power 7000
PEM Fuel Cell that the Contractor is continuing to develop.

NOW, THEREFORE, in consideration of the premises and of the mutual promises
of the parties herein expressed, the parties agree as follows:

Article I
Definitions

Section 1.01. Definitions. Unless the context otherwise requires, the
terms defined below shall have, for all purposes of this Agreement, the
respective meanings set forth below, the following definitions to be equally
applicable to both the singular and plural forms of any of the terms defined.

(a) General Definition.

Agreement: This Agreement and Exhibits A, B, C, and D hereto, all of
which are made a part hereof as though herein set forth in full.

Budget: The Schedule and Milestone Payments set forth in Exhibit A
hereto.

Contract Administrator: NYSERDA's Director of Contract Management,
Robert G. Callender, or such other person who may be designated, in writing, by
NYSERDA.

Effective Date: The effective date of this Agreement shall be the date
in the first paragraph of page one, above.

Final Report: The Final Report required by the Statement of Work
hereof.

MWBE Goal Plan: The Plan required under Section 3.02 of this
Agreement.

MWBE Reports: The Reports required under Section 3.03 of this
Agreement.

Person: An individual, a corporation, an association or partnership,
an organization, a business or a government or political subdivision thereof, or
any governmental agency or instrumentality.

Progress Reports: The Progress Reports required by the Statement of
Work hereof.

Statement of Work: The Statement of Work attached hereto as Exhibit A.

Subcontract: An agreement for the performance of Work by a
Subcontractor, including any purchase order for the procurement of permanent
equipment or expendable supplies in connection with the Work.

Subcontractor: A person who performs Work directly or indirectly for
or on

behalf of the Contractor (and whether or not in privity of contract with the
Contractor) but not including any employees of the Contractor or the
Subcontractors.

Work: The Work described in the Exhibit A (including the procurement
of equipment and supplies in connection therewith) and the performance of all
other requirements imposed upon the Contractor under this Agreement.

(b) Data Rights and Patents Definition.

Contract Data: Technical Data first produced in the performance of the
contract, Technical Data which are specified to be delivered under the contract,
or Technical Data actually delivered in connection with the contract.

Practical Application: To manufacture in the case of a composition or
product, to practice in the case of a process or method, or to operate in the
case of a machine or system and under conditions which indicate that the
benefits of the invention are available to the public on reasonable terms.

Proprietary Data: Technical Data which embody trade secrets developed
at private expense, such as design procedures or techniques, chemical
composition of materials, or manufacturing methods, processes, or treatments,
including minor modifications thereof provided that such data:

(i) are not generally known or available from other sources
without obligation concerning their confidentiality;

(ii) have not been made available by the owner to others without
obligation concerning its confidentiality; and

(iii) are not already available to NYSERDA without obligation
concerning their confidentiality.

Subject Invention: Any invention or discovery of the Contractor
conceived or first actually reduced to practice in the course of or under this
Agreement, and includes any art, method, process, machine, manufacture, design,
or composition of matter, or any new and useful improvement thereof, or any
variety of plants, whether patented or unpatented, under the Patent Laws of the
United States of America or any foreign country.

Technical Data: Recorded information regardless of form or
characteristic, of a scientific or technical nature. It may, for example,
document research, experimental or developmental, or demonstration, or
engineering work, or be usable or used to define a design or process, or to
procure, produce, support, maintain, or operate material. The data may be
graphic or pictorial delineations in media such as drawings or photographs, text
in specifications or related performance or design type documents or computer
software

(including computer software programs, computer software data bases, and
computer software documentation). Examples of Technical Data include research
and engineering data, engineering drawings and associated lists, specifications,
standards, process sheets, manuals, technical reports, catalog item
identification, and related information. Technical Data as used herein does not
include financial reports, cost analyses, and other information incidental to
contract administration.

Unlimited Rights: Rights to use, duplicate, or disclose Technical
Data, in whole or in part, in any manner and for any purpose whatsoever, and to
permit others to do so.

Article II
Performance of Work

Section 2.01. Manner of Performance. Subject to the provisions of Article
XII hereof, the Contractor shall perform all of the Work described in the
Statement of Work, or cause such Work to be performed in an efficient and
expeditious manner and in accordance with all of the terms and provisions of
this Agreement. The Contractor shall perform the Work in accordance with the
current professional standards and with the diligence and skill expected for the
performance of work of the type described in the Statement of Work. The
Contractor shall furnish such personnel and shall procure such materials,
machinery, supplies, tools, equipment and other items as may reasonably be
necessary or appropriate to perform the Work in accordance with this Agreement.

Section 2.02. Project Personnel. It is understood and agreed that Mr.
John Law shall serve as Project Director and as such shall have the
responsibility of the overall supervision and conduct of the Work on behalf of
the Contractor and that the persons described in the Statement of Work shall
serve in the capacities described therein. Any change of Project Director by the
Contractor shall be subject to the prior written approval of NYSERDA. Such
approval shall not be unreasonably withheld, and, in the event that notice of
approval or disapproval is not received by the Contractor within thirty days
after receipt of request for approval by NYSERDA, the requested change in
Project Director shall be considered approved. In the event that NYSERDA
requires additional time for considering approval, NYSERDA shall notify the
Contractor within thirty days of receipt of the request for approval that
additional time is required and shall specify the additional amount of time
necessary up to 180 days.

Article III
Deliverables

Section 3.01. Deliverables. All deliverables shall be provided in
accordance with the Exhibit A Statement of Work.

Section 3.02. MWBE Goal Plan. The Contractor shall deliver to NYSERDA its
Plan to implement NYSERDA's goal of providing minority and women-owned
subcontractors and

suppliers with at least 8.8% of subcontracts required to complete the Work as
described in Exhibit A of this Agreement. Such Plan shall be approved by NYSERDA
and NYSDEC and upon approval delivered to NYSERDA prior to commencing the Work
set forth in Exhibit A of this Agreement.

Section 3.03. MWBE Report. The Contractor shall deliver to NYSERDA
quarterly reports outlining the Contractor's progress at meeting the goal
described in Section 3.02 above.

Article IV
Compensation

Section 4.01. Payments. The Contractor will be paid upon submission of
proper invoices, the prices stipulated in the Budget for Work delivered or
rendered and accepted, less deductions, if any, as herein provided. The total
price NYSERDA shall pay to the Contractor provisions of Article XII hereof, as
represents the price of the Work. Subject to the limiting, NYSERDA's price of
the Work, NYSERDA shall pay the Contractor the total price of $3,000,000,
according to the Budget, subject to the provisions, restrictions contained
herein. Such amount shall be paid only to the extent that costs are incurred by
the Contractor in performance of the Work in accordance with the provisions of
this Agreement the Budget and the following:

(a) Staff Charges: The Contractor shall be compensated for the
services performed by its employees under the terms of this Agreement at the
employee's actual wage rate. The Contractor represents and warrants to NYSERDA
that such rates are, and during the period of this Agreement shall remain, the
lowest rates being offered or charged by the Contractor to others for the
performance of generally similar services. In the event that any of the
Contractor's rates are reduced to the benefit of any client of the Contractor as
a result of any audit or for any other reason, the Contractor shall so notify
NYSERDA and the appropriate reductions shall be made to the rates utilized
hereunder.

(b) Direct Charges: The Contractor shall be reimbursed for reasonable
and necessary actual direct costs incurred (e.g., equipment, supplies, travel
and other costs directly associated with the performance of the Agreement) to
the extent required in the performance of the Work in accordance with the
provisions of the Budget. Travel, lodging, meals and incidental expenses shall
be reimbursed for reasonable and necessary costs incurred. Costs should
generally not exceed the daily per diem rates published in the Federal Travel
Regulations. Reimbursement for the use of personal vehicles shall be limited to
the Internal Revenue Service business standard mileage rate.

(c) Indirect Costs: The Contractor shall be reimbursed for fringe
benefits, overhead, general and administrative (G&A), and other indirect costs
included in the Budget at such rates as the Contractor may periodically
calculate, consistent with appropriate federal guidelines or generally accepted
accounting principles.

Section 4.02. Schedule of Payment. At the completion of each Milestone
Billing Event so identified in Exhibit A, the Contractor may submit invoices
requesting payment by NYSERDA of the amounts corresponding to the amount
identified in the Budget. NYSERDA shall make payment to the Contractor in
accordance with and subject to its Prompt Payment Policy Statement attached
hereto as Exhibit D. The Contractor shall be notified by NYSERDA in accordance
with Section 5.04.4 (b)(2) of such Exhibit D, of any information or
documentation which the Contractor did not include with such invoice.

Section 4.03. Title to Equipment. Title shall vest in the Contractor to
all equipment purchased hereunder subject to the provisions of the Demonstration
Agreements required in Exhibit A, Statement of Work.

Section 4.04. Final Payment. Upon final acceptance by NYSERDA of the Final
Report and all other deliverables contained in Exhibit A, Statement of Work,
pursuant to Section 6.02 hereof, the Contractor shall submit an invoice for
final payment with respect to the Work together with such supporting information
and documentation as, and in such form as, NYSERDA may require. An invoice for
final payment shall include, in addition to the material required pursuant to
Section 4.04 hereof, a statement as to whether any invention or patentable
devices have resulted from the performance of the Work. All invoices for final
payment hereunder must, under any and all circumstances, be received by NYSERDA
prior to October 1, 2001. In accordance with and subject to the provisions of
NYSERDA's Prompt Payment Policy Statement, attached hereto as Exhibit D, NYSERDA
shall pay to the Contractor within the prescribed time after receipt of such
invoice for final payment, the total amount payable pursuant to Section 4.01
hereof, less all progress payments previously made to the Contractor with
respect thereto and subject to the maximum commitment of $3,000,000 set forth in
Section 4.07 hereof.

Section 4.05. Release by NYSDEC and the Contractor. The acceptance by the
Contractor of final payment shall release NYSERDA, NYDEC, and the State of New
York from all claims and liability that the Contractor, its representatives and
assigns might otherwise have relating to this Agreement.

Section 4.06. Maintenance of Records. The Contractor shall keep, maintain,
and preserve at its principal office throughout the term of the Agreement and
for a period of seven years after acceptance of the Work, full and detailed
books, accounts, and records pertaining to the performance of the Agreement,
including without limitation, all bills, invoices, payrolls, subcontracting
efforts and other data evidencing, or in any material way related to, the direct
and indirect costs and expenses incurred by the Contractor in the course of such
performance.

Section 4.07. Maximum Commitment. The maximum aggregate amount payable by
NYSERDA to the Contractor hereunder is $3,000,000. NYSERDA shall not be liable
for any costs or expenses in excess of such amount incurred by the Contractor in
the performance and completion of the Work.

Section 4.08. Audit. NYSERDA shall have the right from time to time and
at all reasonable times during the term of the Agreement and such period
thereafter to inspect and audit any and all books, accounts and records at the
office or offices of the Contractor where they are then being kept, maintained
and preserved pursuant to Section 4.06 hereof. Any payment made under the
Agreement shall be subject to retroactive reduction for amounts included therein
which are found by NYSERDA on the basis of any audit of the Contractor by an
agency of the United States, State of New York or NYSERDA not to constitute an
allowable charge or cost hereunder.

Article V
Assignments, Subcontracts and Purchase Orders

Section 5.01. General Restriction. Except as specifically provided
otherwise in this Article, the assignment, transfer, conveyance, subcontracting
or other disposal of this Agreement or any of the Contractor's rights,
obligations, interests or responsibilities hereunder, in whole or in part,
without the express consent in writing of NYSERDA shall be void and of no effect
as to NYSERDA.

Section 5.02. Subcontract Procedure . Without relieving it of, or in any
way limiting, its obligations to NYSERDA under this Agreement, the Contractor
may enter into Subcontracts for the performance of Work or for the purchase of
materials or equipment. Except for a subcontractor or supplier specified in a
team arrangement with the Contractor in the Contractor's original proposal, and
except for any subcontract or order for equipment, supplies or materials from a
single subcontractor or supplier totaling, under $5,000, the Contractor shall
select all subcontractors or suppliers through a process of competitive bidding
or multi-source price review. A team arrangement is one where a subcontractor or
supplier specified in the Contractor's proposal is performing a substantial
portion of the Work and is making a substantial contribution to the management
and/or design of the Project. In the event that a competitive bidding or
multi-source price review is not feasible, the Contractor shall document an
explanation for, and justification of, a sole source selection.

The Contractor shall document the process by which a subcontractor or
supplier is selected by making a record summarizing the nature and scope of the
work, equipment, supplies or materials sought, the name of each person or
organization submitting, or requested to submit, a bid or proposal, the price or
fee bid, and the basis for selection of the subcontractor or supplier. An
explanation for, and justification of, a sole source selection must identify why
the work, equipment, supplies or materials involved are obtainable from or
require a subcontractor with unique or exceptionally scarce qualifications or
experience, specialized equipment, or facilities not readily available from
other sources, or patents, copyrights, or proprietary data.

All Subcontracts shall contain provisions comparable to those set forth in
this Agreement applicable to a subcontractor or supplier, and those set forth in
Exhibit B to the extent required by law, and all other provisions now or
hereafter required by law to be

contained therein.

The Contractor shall submit to NYSERDA's Contract Administrator for review
and written approval all subcontracts including the Phase II subcontracts,
deemed necessary by NYSERDA, based on the results and accomplishments of Phase
1. NYSERDA's maximum commitment to the Project shall not be affected by costs
incurred in subcontracting any of the Phase 11 tasks. The Contractor shall
submit to NYSERDA a copy of all fully executed subcontracts and purchase orders
that total greater than $5,000.

Section 5.03. Performance. The Contractor shall promptly and diligently
comply with its obligations under each Subcontract and shall take no action
which would impair its rights thereunder. The Contractor shall not assign,
cancel or terminate any Subcontract without the prior written approval of the
Contract Administrator as long as this Agreement remains in effect. Such
approval shall not be unreasonably withheld and, in the event that notice of
approval or disapproval is not received by the Contractor within thirty days
after receipt of request for approval by NYSERDA, the requested assignment,
cancellation, or termination of the Subcontract shall be considered approved by
NYSERDA. In the event that NYSERDA requires additional time for considering
approval, NYSERDA shall notify the Contractor within thirty days of receipt of
the request for approval that additional time is required and shall specify the
additional amount of time necessary up to 180 days.

Article VI
Schedule: Acceptance of Work

Section 6.01. Schedule. The Work shall be performed as expeditiously as
possible in conformity with the schedule requirements contained herein and in
the Statement of Work. The draft and final versions of the Final Report shall be
submitted by the dates specified in the Exhibit A Schedule. It is understood and
agreed that the delivery of the draft and final versions of such reports by the
Contractor shall occur in a timely manner and in accordance with the
requirements of the Exhibit A Schedule.

Section 6.02. Acceptance of Work. The completion of the Work shall be
subject to acceptance by NYSERDA in writing of the Final Report and all other
deliverables as defined in Exhibit A, Statement of Work.

Article VII
Force Majeure

Section 7.01. Force Majeure. Neither party hereto shall be liable for any
failure or delay in the performance of its respective obligations hereunder if
and to the extent that such delay or failure is due to a cause or circumstance
beyond the reasonable control of such party, including, without limitation, acts
of God or the public enemy, expropriation or confiscation of land or facilities,
compliance with any law, order or request of any Federal, State, municipal or
local governmental authority, acts of war, rebellion or sabotage or damage
resulting

therefrom, fires, floods, storms, explosions, accidents, riots, strikes, or the
delay or failure to perform by any Subcontractor by reason of any cause or
circumstance beyond the reasonable control of such Subcontractor.

Article VIII

Technical Data, Patents

Section 8.01. Rights in Technical Data.

(a) Technical Data: Rights in Technical Data shall be allocated
as follows:

(1) NYSERDA shall have:

(i) unlimited rights in Contract Data except as
otherwise provided below with respect to Proprietary Data; and

(ii) no rights under this Agreement in any Technical
Data which are not Contract Data.

(2) The Contractor shall have:

(i) the right to withhold Proprietary Data in
accordance with the provisions of this clause; and

(ii) the right to make, use and sell the 7000 PEM Fuel
Cell. If the Contractor fails to make, use, and sell the 7000 PEM Fuel Cell
within five years from the Contractor's receipt of Final Payment as
described in Section 4.04 hereof, under conditions which indicate that the
benefits of the 7000 PEM Fuel Cell are available to the public on
reasonable terms, NYSERDA shall have a royalty-free, exclusive, worldwide
license sufficient in scope to allow NYSERDA to make, use or sell the 7000
PEM Fuel Cell and to allow others to do so, including a non-exclusive right
in Proprietary Data incorporated into or necessary for use in connection
with the making, use, or sale of the 7000 PEM Fuel Cell by NYSERDA or its
sublicensees. The Contractor agrees to disclose such Proprietary Data to
NYSERDA, and NYSERDA may disclose such Proprietary Data to its sublicensees
who have agreed to keep such Proprietary Data confidential; and

(iii) the right to use for its private purposes subject
to patent, or other provisions of this Agreement, Contract Data it first
produces in the performance of this Agreement provided the data
requirements of this Agreement have been met as of the date of the private
use of such data.

The Contractor agrees that to the extent it receives or is given access to
Proprietary

Data or other technical, business or financial data in the form of recorded
information from NYSERDA or a NYSERDA contractor or subcontractor, the
Contractor shall treat such data in accordance with any restrictive legend
contained thereon, unless another use is specifically authorized by prior
written approval of the Contract Administrator.

Section 8.02. Patents.

(a) The Contractor may elect to retain the entire right, title
and interest throughout the world to each Subject Invention of the Contractor
conceived or first actually reduced to practice in the performance of the Work
under the Agreement; except, that with respect to any Subject Invention in which
the Contractor elects to retain title, NYSERDA shall have a non-exclusive, non-
transferrable, irrevocable, paid-up license for itself, the State of New York
and all political subdivisions and other instrumentalities of the State of New
York, to practice or have practiced for or on their behalf the Subject Invention
throughout the world, exclusively for their own use of the Subject Invention.

(b) Within six months of the time a Subject Invention is made,
or as part of the request for final payment, whichever shall occur first, the
Contractor shall submit to NYSERDA a written invention disclosure. Within twelve
months of the time a Subject Invention is made, or as part of the request for
final payment, whichever shall occur first, the Contractor shall advise NYSERDA
in writing whether the Contractor elects to retain principal rights in the
Subject Invention. The Contractor shall file the patent application for a
Subject Invention within two years of the date of election. If the Contractor
fails to disclose a Subject Invention, fails to elect to retain principal rights
thereto, or to file a patent application within the time specified in this
paragraph, or if the Contractor elects not to retain principal rights in a
Subject Invention, the Contractor shall convey to NYSERDA title to the Subject
Invention unless NYSERDA shall waive in writing its right to take title. In the
event the Contractor elects not to retain principal rights in a Subject
Invention, the Contractor shall retain a non-exclusive, royalty-free license
throughout the world in such Subject Invention transferable only with the
written approval of NYSERDA. Such approval shall not be unreasonably withheld,
and, in the event that notice of approval or disapproval is not received by the
Contractor within thirty days after receipt of request for approval, the
requested transfer shall be considered approved. In the event that NYSERDA
requires additional time for considering approval, NYSERDA shall notify the
Contractor within thirty days of receipt of the request for approval that
additional time is required and shall specify the additional amount of time
necessary up to 180 days.

(c) The Contractor shall submit to NYSERDA, not less frequently
than annually, written reports which indicate the status of utilization of
Subject Inventions in which the Contractor retains principal rights. The reports
shall include information regarding the status of development, date of first
commercial sale or use, and gross royalties received by the Contractor. Such
report shall be furnished to NYSERDA not later than February 1 following the
calendar year covered by the report. In the event the Contractor fails to
demonstrate that the Contractor has taken effective steps within three years
after a patent is issued to bring the

Subject Invention to the point of Practical Application, then NYSERDA shall have
the right to grant a non-exclusive or exclusive license to responsible
applicants under terms that are reasonable under the circumstances, or to
require the Contractor to do so.

(d) The Contractor shall include the foregoing patent clauses,
suitably modified to identify the parties, in all subcontracts which involve the
performance of Work under this Agreement. The Subcontractor shall retain all
rights provided for the Contractor, and the Contractor shall retain all rights
provided for NYSERDA, as set forth above.

Article IX
Warranties and Guarantees

Section 9.01. Warranties and Guarantees. The Contractor warrants and
guarantees that:

(a) it is financially and technically qualified to perform the
Work;

(b) it is familiar with and will comply with all general and
special Federal, State, municipal and local laws, ordinances and regulations, if
any, that may in any way affect the performance of this Agreement;

(c) the design, supervision and workmanship furnished with
respect to performance of the Work shall be in accordance with sound and
currently accepted scientific standards and engineering practices;

(d) all materials, equipment and workmanship furnished by it and
by Subcontractors in performance of the Work or any portion thereof shall be
free of defects in material and workmanship, and all such materials and
equipment shall be of first-class quality, shall conform with all applicable
codes, specifications, standards and ordinances and shall have service lives and
maintenance characteristics suitable for their intended purposes in accordance
with sound and currently accepted scientific standards and engineering
practices;

(e) neither the Contractor nor any of its employees, agents,
representatives or servants has actual knowledge of any patent issued under the
laws of the United States or any other matter which could constitute a basis for
any claim that the performance of the Work or any part thereof infringes any
patent or otherwise interferes with any other right of any Person;

(f) there are no existing undisclosed or threatened legal
actions, claims, or encumbrances, or liabilities that may adversely affect the
Work or NYSERDA's rights hereunder; and

(g) it has no actual knowledge that any information or document
or statement furnished by the Contractor in connection with this Agreement
contains any untrue statement of a material fact or omits to state a material
fact necessary to make the statement not

misleading, and that all facts have been disclosed that would materially
adversely affect the Work.

Article X
Indemnification

Section 10.01. Indemnification. The Contractor shall protect, indemnify and
hold harmless NYSERDA, NYSDEC, and the State of New York from and against all
liabilities, losses, claims, damages, judgments, penalties, causes of action,
costs and expenses (including, without limitation, attorneys' fees and expenses)
imposed upon or incurred by or asserted against NYSERDA, NYSDEC, or the State of
New York resulting from, arising out of or relating to the performance of this
Agreement. The obligations of the Contractor under this Article shall survive
any expiration or termination of this Agreement and shall not be limited by any
remuneration herein of required insurance coverage.

Article XI
Insurance

Section 11.01. Maintenance of Insurance: Policy Provision . The Contractor,
at no additional cost to NYSERDA and NYSDEC, shall maintain or cause to be
maintained throughout the term of this Agreement, insurance of the types and in
the amounts specified in the Section hereof entitled Types of Insurance. All
such insurance shall be evidenced by insurance policies, each of which shall:

(a) name or be endorsed to cover NYSERDA, NYSDEC, the State of
New York and the Contractor as insureds, as their respective interests may
appear;

(b) provide that such policy may not be cancelled or modified
until at least 30 days after receipt by NYSERDA of written notice thereof, and

Section 11.02. Types of Insurance. The types and amounts of insurance
required to be maintained under this Article are as follows:

(a) Commercial general liability insurance for bodily injury
liability, including death, and property damage liability, incurred in
connection with the performance of this Agreement, with minimum limits of
$1,000,000 in respect of claims arising out of personal injury or sickness or
death of any one person, $1,000,000 in respect of claims arising out of personal
injury, sickness or death in any one accident or disaster, and $1,000,000 in
respect of claims arising out of property damage in any one accident or
disaster; and

(b) Commercial automobile liability insurance in respect of
motor vehicles owned, licensed or hired by the Contractor and the Subcontractors
for bodily injury liability,

including death and property damage, incurred in connection with the performance
of this Agreement, with minimum limits of $500,000 in respect of claims arising
out of personal injury, or sickness or death of any one person, $1,000,000 in
respect of claims arising out of personal injury, sickness or death in any one
accident or disaster, and $500,000 in respect of claims arising out of property
damage in any one accident or disaster.

Section 11.03. Delivery of Policies: Insurance Certificate. Prior to
commencing the Work, the Contractor shall deliver to NYSERDA certificates of
insurance issued by the respective insurers, indicating the Agreement number
thereon, evidencing the insurance required by this Article and bearing notations
evidencing the payment of the premiums thereon or accompanied by other evidence
of such payment satisfactory to NYSERDA. In the event any policy furnished or
carried pursuant to this Article will expire on a date prior to acceptance of
the Work by NYSERDA pursuant to the section hereof entitled Acceptance of Work.
The Contractor, not less than 15 days prior to such expiration date, shall
deliver to NYSERDA certificates of insurance evidencing the renewal of such
policies, and the Contractor shall promptly pay all premiums thereon due. In the
event of threatened legal action, claims. encumbrances, or liabilities that may
affect NYSERDA hereunder. or if deemed necessary by NYSERDA due to events
rendering a review necessary, upon request the Contractor shall deliver to
NYSERDA a certified copy of each policy.

Article XII
Stop Work Order: Termination

Section 12.01. Stop Work Order.

(a) NYSERDA may at any time, by written Order to the Contractor,
require the Contractor to stop all or any part of the Work called for by this
Agreement for a period of up to 90 days after the Stop Work Order is delivered
to the Contractor, and for any further period to which the parties may agree.
Any such order shall be specifically identified as a Stop Work Order issued
pursuant to this Section. Upon receipt of such an Order, the Contractor shall
forthwith comply with its terms and take all reasonable steps to minimize the
incurrence of costs allocable to the Work covered by the Order during the period
of work stoppage consistent with public health and safety. Within a period of 90
days after a Stop Work Order is delivered to the Contractor, or within any
extension of that period to which the parties shall have agreed. NYSERDA shall
either:

(i) by written notice to the Contractor, cancel the Stop
Work Order, which shall be effective as provided in such cancellation
notice, or if not specified therein, upon receipt by the Contractor, or

(ii) terminate the Work covered by such order as provided
in the Termination Section of this Agreement.

(b) If a Stop Work Order issued under this Section is cancelled
or the period

of the Order or any extension thereof expires, the Contractor shall resume Work.
An equitable adjustment shall be made in the delivery schedule, the estimated
cost, the fee, if any, or a combination thereof, and in any other provisions of
the Agreement that may be affected, and the Agreement shall be modified in
writing accordingly, if:

(i) the Stop Work Order results in an increase in the time
required for, or in the Contractor's cost properly allocable to, the
performance of any part of this Agreement, and

(ii) the Contractor asserts a claim for such adjustments
within 30 days after the end of the period of Work stoppage; provided that,
if NYSERDA decides the facts justify such action, NYSERDA may receive and
act upon any such claim asserted at any time prior to final payment under
this Agreement.

(c) If a Stop Work Order is not cancelled and the Work covered
by such Order is terminated, the reasonable costs resulting from the Stop Work
Order shall be allowed by equitable adjustment or otherwise.

(d) Notwithstanding the provisions of this Section 12.01, the
maximum amount payable by NYSERDA to the Contractor pursuant to this Section
12.01 shall not be increased or deemed to be increased except by specific
written amendment hereto.

Section 12.02. Termination.

(a) This Agreement may be terminated by NYSERDA at any time
during the term of this Agreement with or without cause, upon 30 days prior
written notice to the Contractor. In such event, compensation shall be paid to
the Contractor for Work performed and expenses incurred prior to the effective
date of termination in accordance with the provisions of the Article hereof
entitled Compensation and in reimbursement of any amounts required to be paid by
the Contractor pursuant to Subcontracts; provided, however, that upon receipt of
any such notice of termination, the Contractor shall cease the performance of
Work, shall make no further commitments with respect thereto and shall reduce
insofar as possible the amount of outstanding commitments (including, to the
extent requested by NYSERDA, through termination of subcontracts containing
provisions therefor).

(b) Nothing in this Article shall preclude the Contractor from
continuing to carry out the Work called for by the Agreement after receipt of a
Stop Work Order or termination notice at its own election, provided that, if the
Contractor so elects, (i) any such continuing Work after receipt of the Stop
Work Order or termination notice shall be deemed not to be Work pursuant to the
Agreement and (ii) NYSERDA shall have no liability to the Contractor for any
costs of the Work continuing after receipt of the Stop Work Order or termination
notice.

Article XIII

Independent Contractor

Section 13.01. Independent Contractor. The status of the Contractor under
this Agreement shall be that of an independent contractor and not that of an
agent, and in accordance with such status, the Contractor, the Subcontractors,
and their respective officers, agents, employees, representatives and servants
shall at all times during the term of this Agreement conduct themselves in a
manner consistent with such status and by reason of this Agreement shall neither
hold themselves out as, nor claim to be acting in the capacity of, officers,
employees, agents, representatives or servants of NYSERDA nor make any claim,
demand or application for any right or privilege applicable to NYSERDA,
including, without limitation, rights or privileges derived from workers'
compensation coverage, unemployment insurance benefits, social security coverage
and retirement membership or credit.

Article XIV
Compliance with Certain Law

Section 14.01. Laws of the State of New York. The Contractor shall comply
with all of the requirements set forth in Exhibit B hereto.

Section 14.02. All Legal Provisions Deemed Included. It is the intent and
understanding of the Contractor and NYSERDA that each and every provision of law
required by the laws of the State of New York to be contained in this Agreement
shall be contained herein, and if, through mistake, oversight or otherwise, any
such provision is not contained herein, or is not contained herein in correct
form, this Agreement shall, upon the application of either NYSERDA or the
Contractor, promptly be amended so as to comply strictly with the laws of the
State of New York with respect to the inclusion in this Agreement of all such
provisions.

Section 14.03. Other Legal Requirements. The references to particular laws
of the State of New York in this Article, in Exhibit B and elsewhere in this
Agreement are not intended to be exclusive and nothing contained in such
Article, Exhibit and Agreement shall be deemed to modify the obligations of the
Contractor to comply with all legal requirements.

Article XV
Severability

Section 15.01. Severability. This Agreement is intended to be performed in
accordance with, and only to the extent permitted by, all applicable laws,
ordinances, rules and regulations, and is intended, and shall for all purposes
to be deemed to be, a single, integrated document setting forth all of the
agreements and understandings of the parties hereto, and superseding all prior
negotiations, understandings and agreements of such parties. If any term or
provision of this Agreement or the application thereof to any person or
circumstance shall for any reason and to any extent be held to be invalid or
unenforceable, then such term or provision shall be ignored, and to the maximum
extent possible, this Agreement shall continue

in full force and effect, but without giving effect to such term or provision.

Article XVI
Notices, Entire Agreement, Amendment, Counterpart

Section 16.01. Notices. All notices, requests, consents, approvals and
other communications; which may or are required to be given by either party to
the other under this Agreement shall be deemed to have been sufficiently given
for all purposes hereunder when delivered or mailed by registered or certified
mail, postage prepaid, return receipt requested, (i) if to NYSERDA, at Corporate
Plaza West 286 Washington Avenue Extension, Albany, New York 12203-6399 or at
such other address as NYSERDA shall have furnished to the Contractor in writing,
and (ii) if to the Contractor at 968 Albany-Shaker Road, Albany, New York 12110,
or such other address as the Contractor shall have furnished to NYSERDA in
writing.

Section 16.02. Entire Agreement: Amendment. This Agreement embodies the
entire agreement and understanding between NYSERDA and the Contractor and
supersedes all prior agreements and understandings relating to the subject
matter hereof. Except as otherwise expressly provided for herein, this Agreement
may be changed, waived, discharged or terminated only by an instrument in
writing, signed by the party against which enforcement of such change, waiver,
discharge or termination is sought.

Section 16.03. Counterparts. This Agreement may be executed in counterparts
each of which shall be deemed an original, but all of which taken together shall
constitute one and the same instrument.

Article XVII
Publicity

Section 17.01. Publicity.

(a) For a period of fifteen years from the date of execution of
this Agreement, the Contractor shall collaborate with NYSERDA's Manager of
Technical Communications to prepare any press release and to plan for any news
conference concerning the Work. In addition, the Contractor shall notify in
advance NYSERDA's Manager of Technical Communications regarding any media
interview in which the Work is referred to or discussed. Subsequent to the
fifteen year period, the Contractor shall make every good faith effort to
provide prompt notification to NYSERDA's Manager of Technical Communications of
any press releases and media events.

(b) In connection with any scientific or technical publications,
the Contractor may from time to time desire to publish information regarding
scientific or technical developments made or conceived in the course of or under
this Agreement. In any such information the Contractor shall credit NYSERDA's
funding participation in the Project, and

shall state that NYSERDA has not reviewed the information contained herein, and
the opinions expressed in this report do not necessarily reflect those of
NYSERDA or the State of New York. Notwithstanding anything to the contrary
contained herein, the Contractor shall have the right to use and freely
disseminate project results for educational purposes, if applicable, consistent
with the Contractor's policies.

(c) For a period of fifteen years from the date of execution of
this Agreement, commercial promotional materials or advertisements produced by
the Contractor concerning the Work shall credit NYSERDA, as stated above, and
shall be submitted to NYSERDA for review and recommendations to improve their
effectiveness prior to use. The wording of such credit can be approved in
advance by NYSERDA and, after initial approval, such credit may be used in
subsequent promotional materials or advertisements without additional approvals
for the credit, provided, however, that all such promotional materials or
advertisements shall be submitted to NYSERDA prior to use for review, as stated
above. Such approvals shall not be unreasonably withheld, and, in the event that
notice of approval or disapproval is not received by the Contractor within
thirty days after receipt of request for approval, the promotional materials or
advertisement shall be considered approved. In the event that NYSERDA requires
additional time for considering approval, NYSERDA shall notify the Contractor
within thirty days of receipt of the request for approval that additional time
is required and shall specify the additional amount of time necessary up to 180
days. If at any time NYSERDA and the Contractor do not agree on the wording of
such credit in connection with such materials, the Contractor may use such
materials, but agrees not to include such credit.

Article XVIII
Availability of Funds

Section 18.01. Availability of Funds. This Agreement is conditioned upon
the continued availability of funds for its purposes. Should such funds become
unavailable, the Contractor and NYSERDA shall be relieved of any obligations
hereunder beyond the period for which funds have actually been obligated;
provided, however, that the Contractor shall in all events remain responsible
for the completion of all reporting and record retention requirements under this
Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day, month and year first above written.

PLUG POWER, L.L.C.

By: /s/ Gary Mittleman
-----------------------
Title: President and CEO

NEW YORK STATE ENERGY RESEARCH
AND DEVELOPMENT AUTHORITY

By: /s/ F. William Valentino
----------------------------
Title: President

EXHIBIT A
STATEMENT OF WORK (SOW)
4870-ERTER-BA-99
FUEL CELL DEMONSTRATION PROJECT

OBJECTIVES

The overall objective is to manufacture, test, evaluate and demonstrate a
total of 80 Plug Power 7000 PEM fuel cell power systems. The publicly accessible
demonstration sites shall be spread across publicly-owned facilities in New York
State for a variety of different applications that verify the ultra clean and
environmentally friendly nature of PEM fuel cell power systems and garner public
support for their early introduction. This Project accelerates the process of
and acts as a catalyst for the wide scale deployment and commercialization of
distributed fuel cell generation throughout the world. Data shall be collected
on emissions and operating experience that quantify air quality improvement,
fuel efficiency, and provide a basis for future product upgrade and cost
reduction efforts.

This effort consists of a three-phased Project that proceeds rapidly from
laboratory evaluation of pre-production prototype units to initial field
evaluation to large-scale field demonstration of production units.

TASKS

PHASE I - LABORATORY EVALUATION OF PRE-PRODUCTION PROTOTYPE UNITS

A total of 24 Plug Power 7000 PEM fuel cell powers systems shall be built
by the Contractor and evaluated demonstrated in conjunction with the New York
State Center for Fuel Cell Science and Technology. The test/demonstration shall
focus on increasing the experience database for failure mode effects analysis
(FMEA) establishing operating strategies for the selected applications, and
gaining endurance experience under simulated field conditions.

Task I-1. Manufacture of Pre-production Prototype Units 24
- --------------------------------------------------------------

The Contractor shall deliver a set of complete draft performance
specifications for the Plug Power 7000 unit to the NYSERDA Project Manager and
NYSDEC for review, comment, and written acceptance from the NYSERDA Project
Manager. The Contractor shall build 24 pre-production prototype units using the
best available technology that is expected to represent the serial production
commercial product to be manufactured by Plug Power as the Plug Power 7000 and
that meets the performance specifications. These units shall be complete systems
containing all three major subsystems (fuel processor, stack and power
conditioner) except for the first six units which will not require reformers
since they will operate on simulated reformate. The units may utilize different
components or control strategies for comparative evaluation purposes.

Task I-2. Test and Evaluation Program
- --------------------------------------

The Contractor shall develop a test plan to evaluate the reliability,
endurance, and performance of the test units and their subcomponents in the
laboratory under simulated field operating conditions, and shall submit the test
plan to the NYSERDA Project Manager and NYSDEC for review, comment, and written
approval from the NYSERDA Project Manager. The Contractor may amend the test
plan from time to time throughout the test and evaluation program to accommodate
changing design features or to more fully evaluate certain aspects of system
performance; and each change to the test plan shall be submitted to the NYSERDA
Project Manager and NYSDEC for review, comment, and written approval from the
NYSERDA Project Manager. Test activities to be included in the plan are those
of Tasks I-2, I-6, and I-7. The test plan shall include a list or brief
description of test procedures, data to be collected, and success criteria. The
target life for the commercial production system of 40,000 hours with planned
maintenance requires extensive endurance testing at both the system and
component level. Adequate repeat data shall be taken in such a manner as to
facilitate the failure modes and effects analysis program. Accelerated life
testing of specific components shall be used whenever feasible. The Contractor
shall conduct testing, which will take place in conjunction with the New York
State Center for Fuel Cell Science and Technology, in accordance with the
approved test plan and amendments thereto.

Task I-3. Failure Modes and Effects Analysis Program and Test Design
- ---------------------------------------------------------------------

The Contractor shall use test data and analysis to determine failure modes
and effects. The Contractor shall adjust the test plan of Task I-2 to more fully
address the findings, if needed, in accordance with the procedure specified in
Task I-2.

Task I-4. Performance Improvements
- -----------------------------------

The Contractor shall use the results of Tasks I-2 and I-3 to identify
design changes that allow use of the lowest cost components that meet the
overall life, reliability, and other performance specifications and project
requirements. The design improvements shall be incorporated in hardware and
tested in Task I-2. When the improvement is verified it shall be incorporated
into the production design.

Task I-5. Cost Improvements
- ----------------------------

The Contractor shall analyze data generated in Tasks I-2 and I-3 to
identify design improvements that reduce cost without impacting performance
relevant to the expected applications. The design improvements shall be
incorporated in hardware and tested in Task I-2. When the improvement is
verified it shall be incorporated into the production design.

Task I- 6. Environmental Testing
- ---------------------------------

The Contractor shall subject one or more units to environmental testing
over the range of expected operating conditions in accordance with the approved
test plan (Task I-2). Typical operating ranges include -40 degrees F to
120 degrees F, -600 ft to 6000 ft elevation, water and salt spray environment,
electro-magnetic radiation (EMR), etc. The Contractor shall make and retest
design improvements as needed to meet performance requirements and success
criteria in accordance with the approved test plan.

Task I-7. Emissions and Performance Certification
- --------------------------------------------------

The Contractor shall submit to the NYSERDA Project Manager and NYSDEC, for
written approval from the NYSERDA Project Manager, the name and address of
qualified independent laboratories to perform testing in this task. The
Contractor shall have tests, as identified in the approved test plan (Task I-2),
conducted by an approved laboratory to determine overall performance,
efficiency, emissions (CO, NMOG, NO/x/, particulates), electrical (i.e., EMR)
and acoustical noise, etc. Where a value exceeds that considered to be
acceptable in accordance with the approved test plan and accepted performance
specifications, the Contractor shall take remedial action to correct the
unacceptable parameter, and verify the impact of the action through retest.

Task I-8. Interim Report
- -------------------------

The Contractor shall document the results of Phase I in an Interim Report,
including summary tables or graphs of data collected, the results of all
testing, and FMEA, and submit the report to the NYSERDA Project Manager and
NYSDEC. (Results shall also be presented at the end-of-phase review, in
accordance with Task IV-2.)

PHASE II - INITIAL FIELD EVALUATION

Task II-1. Manufacture of Pre-production Prototype Units (6)
- -----------------------------------------------------------

The Contractor shall manufacture six units using in the design, wherever
possible, the information gained or design changes from Phase I that would
improve performance or reduce cost. At a minimum, any design changes required to
meet minimum performance requirements, in accordance with the accepted
performance specification, shall be included.

Task II-2. Site Selection and Design
- -------------------------------------

The Contractor shall develop a Field Evaluation Plan, identifying in detail
all tests to be accomplished, data to be collected, analysis to be performed and
success criteria. The Contractor shall submit the Field Evaluation Plan to the
NYSERDA Project Manager and NYSDEC for review, comments, and written approval
from the NYSERDA Project Manager. The Contractor may amend the Field Evaluation
Plan from time to time throughout the field evaluation period to accommodate
needed design changes or to more fully evaluate some aspect of system
performance; and the Contractor shall submit all changes to the NYSERDA Project

Manager and NYSDEC for review, comment, and written approval of the NYSERDA
Project Manager. The plan shall identify intervals between emissions testing,
data collection rates, and required monitoring, equipment, at a minimum.
Analysis shall include a determination of air quality and energy benefits of the
fully integrated system, at a minimum.

The Contractor shall develop and submit to NYSERDA and NYSDEC for review,
comment, and written approval from the NYSERDA Project Manager, a Standard Draft
Site Operating Agreement which shall be the basis for negotiating individual
site operating agreements. This Standard Draft Site Operating Agreement shall
address issues such as the State Environmental Quality Review Act (SEQRA), site
preparation, site operator training, site maintenance, fuel cell system
maintenance, fuel type and availability, insurance, liability, restoration of
the site at the end of field evaluation, associated costs and responsibilities
for those costs, and other issues determined necessary by NYSERDA or NYSDEC. It
shall also address the ownership and rights to use the fuel cell units and
fixtures after the field evaluation.

The Contractor shall coordinate with NYSERDA and NYSDEC during NYSDEC's
site selection process. The Contractor shall develop specifications and
requirements for potential field evaluation sites based on the fuel cell systems
to be demonstrated, support requirements, and other factors, and shall provide
those specifications and requirements to the NYSERDA Project Manager and NYSDEC.
The Contractor shall work with the selected site owners/operators to establish
the installation requirements, and shall develop a design that is adequate for a
subcontractor to install the mounting pad, fuel supply, electrical connection,
exhaust, and protective building, or any combination thereof. These requirements
are expected to vary with the specific application and may include utility grid
connection, choice of fuel, inside or outside installation, concrete pool, etc.
The Contractor shall develop and enter into a Field Evaluation Site Operating
Agreement, based on the Standard Draft Site Operating Agreement, with each site
operator.

Task II-3. System Installation
- -------------------------------

The Contractor shall subcontract for the site modifications and
installation of the fuel cell system. The Contractor shall verify that the site
is ready before the system is installed. The Contractor shall provide and
install a remote data acquisition and control system to obtain frequent updates
on system operating data and performance.

Task II-4. Commissioning
- -------------------------

The Contractor shall examine the fuel cell system installation and verify
that it is installed properly. The Contractor shall operate the system
correcting all problems and certify that it is operating properly. The system
shall then be turned over to the site owner/operator for use in accordance with
the Field Evaluation Site Operating Agreement.

Task II-5. Field Support and Data Collection
- ---------------------------------------------

The systems are expected to operate for two to twelve months or until no
further useful information can be obtained from them. The Contractor shall
retain ownership of the system for the duration of the field evaluation period.
The Contractor shall establish and implement a preventative maintenance plan for
each system. The Contractor shall monitor, collect and maintain data to support
analysis in accordance with the approved Field Evaluation Plan and to ensure
maximum system availability by providing quick response to system failures.

Task II-6. Troubleshooting
- ---------------------------

The Contractor shall maintain the capability to provide routine service and
service for unanticipated failures within a short time of a problem being
reported. The Contractor's service team shall carry a supply of all critical
parts in order to make speedy repairs. The service team shall be supported by
additional Contractor staff as required.

Task II-7. Data Analysis
- -------------------------

The Contractor shall analyze the data to determine overall unit operation,
performance, areas for improvement, and other information in accordance with the
approved Field Evaluation Plan.

Task II-8. Field Evaluation Completion
- ---------------------------------------

Upon the completion of a particular demonstration, the Contractor shall
perform the appropriate tasks as per the Field Evaluation Site Operating
Agreement.

Task II-9. Field Evaluation Report
- -----------------------------------

Upon completion of Phase II, the Contractor shall write an interim report
documenting the field evaluation results, including a summary of the data
collected and the results of the analysis specified in the Field Evaluation
Plan. The Contractor shall submit the report to the NYSERDA Project Manager and
NYSDEC. (Results shall also be presented at the end-of-phase review, in
accordance with Task IV.) The Contractor shall update the performance
specification approved in Task I-1 to reflect design changes implemented in
Phases I and II, and shall submit the revised performance specification to the
NYSERDA Project Manager and NYSDEC for review, comment, and written acceptance
of the NYSERDA Project Manager.

PHASE III - DEMONSTRATION OF PRODUCTION UNITS (50)

It is expected that the manufacturing design will have reached a level of
maturity such that there is a significant confidence level for relatively
unsupported operation. The demonstration program for this phase reflects that
confidence level.

Task III-1. Manufacture of Production Units
- --------------------------------------------

The Contractor shall manufacture fifty production units incorporating the
information gained or design changes from Phases I and II that would improve
performance or reduce cost, and that will meet the performance requirements of
the accepted performance specification and accepted revisions thereto.

Task III-2. Site Selection and Design
- -------------------------------------

The Contractor shall develop a Demonstration Plan, identifying in detail
all tests to be accomplished, data to be collected, and analysis to be performed
during Phase III. The Contractor shall submit the Demonstration Plan to the
NYSERDA Project Manager and NYSDEC for review, comment, and written approval of
the NYSERDA Project Manager. The plan shall identify intervals between emissions
testing, data collection rates, required monitoring equipment, and duration of
the demonstration program, at a minimum. Analysis shall include a determination
of air quality and energy benefits, at a minimum.

The Contractor shall coordinate with NYSERDA and NYSDEC during NYSDEC's
site selection process. The Contractor shall develop specifications and
requirements for potential demonstration sites based on the fuel cell systems to
be demonstrated, support requirements, and other factors, and shall provide
those specifications and requirements to the NYSERDA Project Manager and NYSDEC.
The Contractor shall work with the selected site owners/operators to establish
the installation requirements, and shall develop a design that is adequate for a
subcontractor to install the mounting pad, fuel supply, electrical connection,
exhaust, and protective building, or any combination thereof. These
requirements are expected to vary with the specific application and may include
utility grid connection, choice of fuel, inside or outside installation,
concrete pad, etc. The Contractor shall develop and enter into a Demonstration
Site Operating Agreement, based on the Demonstration Plan and Standard Draft
Site Operating Agreement (Task II-2), with each site owner.

Task III-3. System Installation
- --------------------------------

The Contractor shall subcontract for the site modifications and
installation of the demonstration unit. The Contractor shall verify that the
site is ready before the unit is installed. The Contractor shall provide and
install a remote data acquisition and control system to obtain frequent updates
on system operating data and performance.

Task III-4. Commissioning
- -------------------------

The Contractor shall examine the unit installation and verify that the unit
is installed properly. The Contractor shall operate the unit correcting all
problems and certify that it is operating properly. The unit shall then be
turned over to the site owner, operator for use in accordance with the
Demonstration Site Operating Agreement.

Task III-5, Field Support and Data Collection
- ---------------------------------------------

The systems are expected to operate for a minimum of two months. The
Contractor shall retain ownership of the system for the duration of the
demonstration period. The Contractor shall establish and implement a
preventative maintenance plan for each system. The Contractor shall monitor,
collect and maintain data to support analysis in accordance with the approved
Demonstration Plan and to ensure maximum system availability by providing quick
response to system failures.

Task III-6. Troubleshooting
- ----------------------------

Task III-7. Data Analysis
- --------------------------

The Contractor shall analyze the data to determine overall unit operation,
performance, areas for improvement, and other information in accordance with the
approved Demonstration Plan.

Task III-8. Unit Decommissioning
- ---------------------------------

Upon the completion of a particular demonstration, the Contractor shall
perform the appropriate tasks as per the Demonstration Site Operating Agreement
developed in Task III-2.

Task III-9. Demonstration Report
- ---------------------------------

Upon completion of Phase III, the Contractor shall write an interim report
documenting the demonstration results, including a summary of the data collected
and the results of the analysis specified in the Demonstration Plan. The
Contractor shall submit the report to the NYSERDA Project Manager and NYSDEC.
(Results shall also be presented at the wrapup meeting, in accordance with Task
IV-2.)

PROJECT MANAGEMENT

Task I V-I. Progress Reports: The Contractor shall provide brief progress
reports once each month during the period that the work is performed, which
shall be submitted to the NYSERDA Project Manager and NYSDEC in duplicate no
later than the 15th of each following month. Progress Reports shall be in a
letter format and shall include the following subjects in the order indicated,
with appropriate explanation and discussion:

Title of project;

Agreement number;
Reporting period;
Progress of project during the reporting period;
Identification of problems;
Planned solutions;
Schedule - percent or degree of tasks completed to date, critical path
analysis, and ability to meet contract schedule, reasons for slippage, and
path to recovery; and
Cost - analysis of actual cost incurred in relation to budget and progress
to date, and ability to complete project within contract budget.

The Contractor shall immediately notify the NYSERDA Project Manager of any
significant breakthroughs or problems. The Contractor shall, from time to
time after completion of the project, provide at the request of NYSERDA
data and information related to this project, including but not limited to
energy and environmental data, system deployments, technology spinoffs, job
creation, system limitations, and other information to assess the long-term
effectiveness of this project.

Task- IV-2. Meetings: The Contractor shall allow the NYSERDA Project
Manager or other designated NYSERDA personnel, and designated NYSDEC personnel,
to visit the facility to review work in progress on a non- interference basis,
at the request of the NYSERDA Project Manager. In addition, the Contractor
shall hold the following meetings as indicated in the schedule: Kickoff
Meeting, End-of-Phase Review Meetings, and a wrap-up meeting. The Contractor
shall schedule meetings at a time and place agreeable to the participants,
provide-of-Phase Review Meetings, and a wrap-up meeting. The Contractor shall
schedule meetings at a time and place agreeable to the participants, provide a
written agenda five days in advance of the meeting, and document each meeting
with minutes that shall be distributed to the project team members and other
attendees no later than 10 business days following the meeting. Invited
participants shall include the NYSERDA Project Manager and designated NYSDEC
personnel.

Task IV-3. Presentation of Results: Except for the Contractor's
proprietary and business sensitive data, the Contractor shall publicize the
technology and the results of the demonstration program in scientific journals
and conference proceedings, as well as trade shows, magazines, and on the world-
wide web, as appropriate. The Contractor shall work with the State, NYSERDA,
NYSDEC, and the operators/managers of each State or other facility involved in
the system demonstration to publicize and provide access to the general public,
to the extent possible.

Task IV-4. Final Report: The Contractor shall prepare a detailed final
report covering all of the work performed, except for information that would
impact the Contractor's competitive position. In particular, the report shall
provide the findings regarding potential air quality and energy benefits of
widespread deployment of the system, and shall identify appropriate applications
for the technology based on performance achieved in the demonstration program.
Four copies of the draft final report shall be submitted to the

NYSERDA Project Manager in accordance with the schedule. NYSERDA and NYSDEC
shall provide their comments to the Contractor within 60 working days after
receipt of the draft. Within 30 working days after receipt of NYSERDA's and
NYSDEC's comments, the Contractor shall submit the Final Report, reflecting
NYSERDA's and NYSDEC's comments, to the NYSERDA Manager of Technical
Publications in conformance with the NYSERDA Report Format and Style Guide.

PROJECT 4870-ERTER-BA-99
SCHEDULE AND MILESTONE PAYMENTS

ESTIMATED COSTS -- TOTAL PROGRAM

Quarter 1 2 3 4 5 6 7 8 9 10 Total
Fuel Cell Systems [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]
Cost/unit [***] [***]

Quantity [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]

Total System [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]
Labor (other) [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]
Overhead [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]
Materials (other) [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]
G&A [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]
Total [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]

MILESTONE PAYMENT SCHEDULE
Phase I
Delivery of units (qty) [***] [***] [***] [***]
Approved test plan [***]
Task 4 progress reports [***] [***] [***] [***] [***] [***] [***]
Task 4 meetings [***] [***]
Interim report [***] [***]
Est payments [***] [***] [***] [***] [***] [***] [***] [***] [***]

Phase II
Delivery of Units [***]
Approved draft operating
agreement [***]
Approved site agreements [***]
Task 4 progress reports [***] [***] [***] [***] [***]
Task 4 meetings [***]
Interim report [***]
Est payments [***] [***] [***] [***] [***] [***] [***]

Phase III
Delivery of units (qty) [***]
Approved site agreements
Task 4 progress reports [***] [***] [***]
Task 4 meetings [***]
Final Report [***]
Est payments [***] [***] [***] [***] [***]

TOTAL PAYMENTS [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]

EXHIBIT B

REVISED 6/98
STANDARD TERMS AND CONDITIONS FOR ALL NYSERDA AGREEMENTS
(Based on Standard Clauses for New York State Contracts)

The parties to the attached agreement, contract, license, lease, amendment,
modification or other agreement of any kind (hereinafter, "the Agreement" or
"this Agreement") agree to be bound by the following clauses which are hereby
made a part of the Agreement (the word "Contractor" herein refers to any party
other than NYSERDA, whether a contractor, licensor, licensee, lessor, lessee or
any other party):

1. NON-DISCRIMINATION REQUIREMENTS. In accordance with Article 15 of the
Executive Law (also known as the Human Rights Law) and all other State and
Federal statutory and constitutional non-discrimination provisions, the
Contractor will not discriminate against any employee or applicant for
employment because of race, creed, color, sex, national origin, age, disability
or marital status. Furthermore, in accordance with Section 220-e of the Labor
Law, if this is an Agreement for the construction, alteration or repair of any
public building or public work or for the manufacture, sale or distribution of
materials, equipment or supplies, and to the extent that this Agreement shall be
performed within the State of New York, Contractor agrees that neither it nor
its subcontractors shall, by reason of race, creed, color, disability, sex or
national origin: (a) discriminate in hiring against any New York State citizen
who is qualified and available to perform the work; or (b) discriminate against
or intimidate any employee hired for the performance of work under this
Agreement. If this is a building service Agreement as defined in Section 230 of
the Labor Law, then, in accordance with Section 239 thereof, Contractor agrees
that neither it nor its subcontractors shall, by reason of race, creed, color,
national origin, age, sex or disability: (a) discriminate in hiring against any
New York State citizen who is qualified and available to perform the work; or
(b) discriminate against or intimidate any employee hired for the performance of
work under this contract. Contractor is subject to fines of $50.00 per person
per day for any violation of Section 220-e or Section 239 as well as possible
termination of this Agreement and forfeiture of all moneys due hereunder for a
second subsequent violation.

2. WAGE AND HOURS PROVISION. If this is a public work Agreement covered
by Article 8 of the Labor Law or a building service Agreement covered by Article
9 thereof, neither Contractor's employees nor the employees of its
subcontractors may be required or permitted to work more than the number of
hours or days stated in said statutes, except as otherwise provided in the Labor
Law and as set forth in prevailing wage and supplement schedules issued by the
State Labor Department. Furthermore, Contractor and its subcontractors must pay
at least the prevailing wage rate and pay or provide the prevailing supplements,
including the premium rates for overtime pay, as determined by the State Labor
Department in accordance with the Labor Law.

3. NON-COLLUSIVE BIDDING REQUIREMENT. In accordance with Section

2878 of the Public Authorities Law, if this Agreement was awarded based upon the
submission of bids, Contractor warrants, under penalty of perjury, that its bid
was arrived at independently and without collusion aimed at restricting
competition. Contractor further warrants that, at the time Contractor submitted
its bid, an authorized and responsible person executed and delivered to NYSERDA
a non-collusive bidding certification on Contractor's behalf.

4. INTERNATIONAL BOYCOTT PROHIBITION. If this Agreement exceeds $5,000,
the Contractor agrees, as a material condition of the Agreement, that neither
the Contractor nor any substantially owned or affiliated person, firm,
partnership or corporation has participated, is participating, or shall
participate in an international boycott in violation of the Federal Export
Administration Act of 1979 (50 USC App. Sections 2401 et seq.) or regulations
thereunder. If such Contractor, or any of the aforesaid affiliates of
Contractor, is convicted or is otherwise found to have violated said laws or
regulations upon the final determination of the United States Commerce
Department or any other appropriate agency of the United States subsequent to
the Agreement's execution, such Agreement, amendment or modification thereto
shall be rendered forfeit and void. The Contractor shall so notify NYSERDA
within five (5) business days of such conviction, determination or disposition
of appeal. (See and compare Section 220-f of the Labor Law, Section 139-h of the
State Finance Law, and 2 NYCRR 105.4).

5. SET-OFF RIGHTS. NYSERDA shall have all of its common law and statutory
rights of set-off. These ri2hts shall include, but not be limited to, NYSERDA's
option to withhold for the purposes of set-off any moneys due to the Contractor
under this Agreement up to any amounts due and owing to NYSERDA with regard to
this Agreement, any other Agreement, including any Agreement for a term
commencing prior to the term of this Agreement. plus any amounts due and owing
to NYSERDA for any other reason including, without limitation, tax
delinquencies, fee delinquencies or monetary penalties relative thereto.

6. CONFLICTING TERMS. In the event of a conflict between the terms of the
Agreement (including any and all attachments thereto and amendments thereof) and
the terms of this Exhibit B, the terms of this Exhibit B shall control.

7. GOVERNING LAW. This Agreement shall be governed by the laws of the
State of New York except where the Federal supremacy clause requires otherwise.

8. NO ARBITRATION. Disputes involving this Agreement, including the
breach or alleged breach thereof, may not be submitted to binding arbitration
(except where statutorily required) without the NYSERDA's written consent, but
must, instead, be heard in a court of competent jurisdiction of the State of New
York.

9. SERVICE OF PROCESS. In addition to the methods of service allowed by
the State Civil Practice Law and Rules ("CPLR"), Contractor hereby consents to
service of process upon it by registered or certified mail, return receipt
requested. Service hereunder

shall be complete upon Contractor's actual receipt of process or upon NYSERDA's
receipt of the return thereof by the United States Postal Service as refused or
undeliverable. Contractor must promptly notify NYSERDA, in writing, of each and
every change of address to which service of process can be made. Service by
NYSERDA to the last known address shall be sufficient. Contractor will have
thirty (30) calendar days after service hereunder is complete in which to
respond.

10. CRIMINAL ACTIVITY. If subsequent to the effectiveness of this
Agreement, NYSERDA comes to know of any allegation previously unknown to it that
the Contractor or any of its principals is under indictment for a felony, or has
been, within five (5) years prior to submission of the Contractor's proposal to
NYSERDA, convicted of a felony, under the laws of the United States or Territory
of the United States, then NYSERDA may exercise its stop work right under this
Agreement. If subsequent to the effectiveness of this Agreement, NYSERDA comes
to know of the fact, previously unknown to it, that Contractor or any of its
principals is under such indictment or has been so convicted, then NYSERDA may
exercise its right to terminate this Agreement. If the Contractor knowingly
withheld information about such an indictment or conviction, NYSERDA may declare
the Agreement null and void and may seek legal remedies against the Contractor
and its principals. The Contractor or its principals may also be subject to
penalties for any violation of law which may apply in the particular
circumstances. For a Contractor which is an association, partnership,
corporation. or other organization, the provisions of this paragraph apply to
any such indictment or conviction of the organization itself or any of its
officers, partners, or directors or members of any similar governing body, as
applicable.

11. PERMITS. It is the responsibility of the Contractor to acquire and
maintain, at its own cost, any and all permits, licenses, easements, waivers and
permissions of every nature necessary to perform the work.

12. PROHIBITION ON PURCHASE OF TROPICAL HARDWOOD . The Contractor
certifies and warrants that all wood products to be used under this Agreement
will be in accordance with, but not limited to, the specifications and
provisions of State Finance Law Section 165 (Use of Tropical Hardwoods), which
prohibits purchase and use of tropical hardwoods, unless specifically exempted
by NYSERDA.

EXHIBIT C

REPORT FORMAT AND STYLE GUIDE

PURPOSE

This document explains how to prepare a technical report for the New York
State Energy Research and Development Authority (NYSERDA). It describes
editorial and production procedures and gives electronic data-transfer
information. NYSERDA's contractors prepare the reports describing NYSERDA
research and development projects that NYSERDA publishes. Please direct
questions about format and style to Paula Rosenberg of NYSERDA's Technical
Publications unit: (518) 862-1090, ext. 3270; fax (518) 862-1091 - e-mail
prlgnvserda.org

COPYRIGHTS

All material borrowed or adapted from other sources should be properly
identified (i.e., document, source, date, and page). The contractor must obtain
the copyright owner's written permission to use copyrighted illustrations,
tables, or substantial amounts of text from another publication.

REPORT FORMAT AND SEQUENCE

The following items are required in all technical reports and should be
paginated in the following sequence:

Title page (no page number)
Notice (no page number)
Abstract (iii)
Acknowledgments (optional) (iv)
Table of Contents including listings
of figures and tables (v or vii)
Summary (S- 1)

NOTE: the Abstract, Table of Contents, and each section begin on right-hand,
odd-numbered pages.

The following information is required (see sample on last page):

Report title and type of report (i.e., final, interim or summary) Name of
NYSERDA project manager(s) Corporate name, city, and state of contractor(s),
including contact person(s) or project manager(s) Project cosponsors, including
contact person(s) or project manager(s) Contract number (e.g., 3178-ERTER-MW-94)

Notices

One of these legal notices or disclaimers is required:

When NYSERDA is the project's sole sponsor, this notice must be used:

NOTICE

This report was prepared by in the course of performing work contracted for
and sponsored by the New York State Energy Research and Development Authority
(hereafter "NYSERDA"). The opinions expressed in this report do not necessarily
reflect those of NYSERDA or the State of New York, and reference to any specific
product., service, process, or method does not constitute an implied or
expressed recommendation or endorsement of it. Further, NYSERDA, the State of
New York, and the contractor make no warranties or representations, expressed or
implied, as to the fitness for particular purpose or merchantability of product,
apparatus, or service, or the usefulness, completeness, or accuracy of any
processes, methods, or other information contained, described, disclosed, or
referred to in this report. NYSERDA, the State of New York, and the contractor
make no representation that the use of any product, apparatus, process, method,
or other information will not infringe privately owned rights and will assume no
liability for any loss, injury, or damage resulting from, or occurring in
connection with, the use of information contained, described, disclosed, or
referred to in this report.

When there are other project cosponsors, use the following notice instead:

NOTICE

This report was prepared by in the course of performing work contracted for
and sponsored by the New York State Energy Research and Development Authority
and the (hereafter the "Sponsors"). The opinions expressed in this report do not
necessarily reflect those of the Sponsors or the State of New York. and
reference to any specific product, service, process, or method does not
constitute an implied or expressed recommendation or endorsement of it. Further,
the Sponsors and the State of New York make no warranties or representations.
expressed or implied, as to the fitness for particular purpose or
merchantability of any product, apparatus. or service, or the usefulness,
completeness, or accuracy of any processes, methods, or other information
contained, described, disclosed, or referred to in this report. The Sponsors,
the State of New York, and the contractor make no representation that the use of
any product, apparatus, process, method, or other information will not infringe
privately owned rights and will assume no liability for any loss. injury, or
damage resulting from, or occurring, in connection with, the use of information
contained, described. disclosed, or referred to in this report.

Abstract and Key Words - right-hand, odd-numbered page [iii]. An abstract
is a brief, 200-word description of project objectives, investigative methods
used, and research

conclusions or applications. This information will be used when NYSERDA
registers the report with the National Technical Information Service (NTIS). A
list of key words that describe the project and identify the major research
concept should be submitted with the report. Four to six precise descriptors are
generally sufficient and will be used for indexing, registering, and
distributing the report through NTIS.

Acknowledgments (optional) - left-hand, even-numbered page [iv]
Acknowledgments precede the contents and should be no longer than two
paragraphs.

Table of Contents and Lists of Figures and Tables - begin on odd-numbered,
right-hand pages [v. vii. ix, etc.]] The Table of Contents should list section
numbers, titles, second-level headings, and their page numbers. Third-level
headings also may be listed. If the report contains five or more figures or
tables, they should be listed using the style of the Table of Contents. The
following samples are boxed only to set them apart in this document.

Summary - right-hand, odd-numbered page entitled The Summary, which
immediately precedes the body of the text, should be written for a general
audience. The Summary may be the only part of the technical report closely read
by a number of people, many of whom lack a technical background. These may
include industry and utility executives, government officials, legislators. the
general public, and media representatives. The Summary should be 500-1000 words
long.

TABLE OF CONTENTS

Section Page

SUMMARY................................................................ S-I

I DESCRIPTION OF STUDY................................................. 1-1

Sources of Information................................................. 1-5

Bases of Evaluation................................................... 1-9

2 EXISTING CONDITIONS.................................................. 2-1

Architecture........................................................... 2-3

Mechanical and Electrical Systems...................................... 2-13

3 ANALYSIS OF PRESENT ENERGY USE....................................... 3-1

Analysis of Use by Systems............................................. 3-3

Analysis of Use by Hospital Services..................................... 3-17

APPENDIX A Comparison of Expenses for NYS Hospitals...................... A-1

APPENDIX B Forms for Energy Audits in Hospitals.......................... B-1

FIGURES

Page

1-1 Comparative Energy Use Per Cubic Foot in Hospitals Under 200 Beds.... 1-2

2-1 View of Community Hospital from South................................ 2-1

2-2 Site Plan............................................................ 2.5

GENERAL INFORMATION

The first reference to NYSERDA should read "the New York State Energy
Research and Development Authority (NYSERDA)." Subsequent references should
read simply "NYSERDA." When it is clear that you are referring to New York
State, use State; otherwise, use New York State or the State of New York.

COPY

9 Page format:

. Margins should be 1.25 inches left and right; 1 inch top and bottom.

. Use left-hand justification only.

. Text should be in a 10-point serif font (i.e., Times Roman, Bookman,
etc.); captions, tables, and figures should be in a sans-serif font
(i.e., Helvetica, Arial, etc.).

. Spacing should be 1.5 lines, printed on one side of the paper.

. Block-style paragraphs should be used, with no indentation (except for
fifth-level headings, which should be blocked on the left; see Heading
Styles, below).

. There should be two returns between a paragraph and the next heading.

Material borrowed or extracted from external sources must be identified by
document,

source, date, and page). Written permission to use copyrighted illustrations,
tables. or text taken from another publication must be submitted with the
report.

Avoid half-page and one-sentence paragraphs.

Do not use contractions.

When referring to a specific figure or table, spell out and capitalize the
words "Figure" and "Table."

Indented lists of material should be set off with bullets:

. If a typographical bullet is unavailable, the bullet is a lower case
"o," not zero.

. One blank line should precede and follow a list.

. Bulleted items should be indented left and right.

All new sections should begin on a right-hand, odd-numbered page (e.g., 1-
1, 2-1, A-1, etc.).

. Percentages should be written as follows: 1%, 76%, etc.

. Acronyms must be spelled out the first time used, followed by the
acronym in parentheses.

HEADING STYLES

The heading styles illustrated below should be used. (Only section headings
should be numbered.)

FIRST-LEVEL HEADING

Section I

INTRODUCTION

The heading is upper case, centered, and boldfaced: the text is below the
heading at the left margin.

SECOND-LEVEL HEADING

The heading is upper case, at the left margin, and boldfaced: the text is
at the left margin.

Third-Level Heading

The heading is upper and lower case, at the left margin, boldfaced and
underscored; the text is at the left margin.

Fourth-Level Heading.

The heading is upper and lower case, at the left margin, boldfaced, and
underscored. with a period at the end. The text continues on the same line as
the heading. The remaining text goes back out to the left margin.

Fifth-Level Heading.

The heading, is upper and lower case, indented, boldfaced, and underscored
with a period at the end. The text continues on the same line, with the
remaining text indented left and right.

TABLES AND FIGURES

Tables and figures must be numbered sequentially and titled individually.

Place tables and figures as close as possible to the text in which they are
mentioned.

Distinguish tabular material from the text.

Cite a source if the tabular material or figure content has not been
generated by the contractor.

Figure captions should be complete sentences when appropriate.

Use "Figure I," not "Fig. I," or "Table I." in the text, as well as for
captions. Examples:

. Table I details demand-side management options.

As shown in Figure 1, the demand-side management program offers numerous
options.

. Figure captions should be typed in boldface.

- Figure 1. Demand-Side Management Options in New York State.

. Unless generated by the contractor, a source should always be cited.
The figure source should appear after the caption (e.g., Source:
Lawrence Berkeley Laboratory); the table source should be noted with
an asterisk and footnoted.

. Photographs and drawings should be limited in number, with the
following guidelines:

- Black-and-white line drawings or good-quality, clear halftones
(black-and-white photographs) may be used. Color artwork and
photos will be printed in black-and-white.

- Slides should be converted to black-and-white photos before being
submitted.

- Photographs should be printed on glossy stock, preferably 5"x7"

REFERENCES AND BIBLIOGRAPHIES

The format in Manual of Style (University of Chicago Press, Chicago.
Illinois) should be used for reference listings and bibliographies.

Bibliographic entries should be listed alphabetically by author, as
follows:

Hawkins, R.R. Scientific, Medical, and Technical Books Published in the
United States of America. 2d ed. New York: Bowker, 1958.

REPORT REQUIREMENTS

Two hard copies of the draft final report must be submitted to NYSERDA's
Manager of Technical Publications.

After review by the Project Manager and Technical Publications staff, the
draft will be returned to the contractor for final corrections. The contractor
is responsible for satisfactorily addressing technical comments from NYSERDA and
other co-funders. When making editorial corrections, the contractor must ensure
that technical content is not compromised.

After editorial corrections have been made, the contractor must submit two
hard copies of the final report (one a camera-ready original and the other a
photocopy) and the report on a PC-formatted computer diskette to NYSERDA'S
Manager of Technical Publications.

Diskette Requirements

Material must be submitted on an IBM personal computer-compatible 3.5-inch,
double-sided (DS), high-density (HD) diskette that has been formatted for 1.44
megabytes (MB) of storage.

A 3.5-inch IBM-PC-compatible diskette, double-sided, double-density,
formatted for 720 kilobytes is acceptable only when the above requirements
cannot be met.

Textual material should be created in a format compatible with WordPerfect
6.1.While other word-processing programs may be able to be converted, results
may vary. Characteristics such as underlining, bold, italics, and many special
characters that often appear in equations may be lost if WordPerfect 6.1 is not
used. If you are unable to meet these electronic transfer requirements, before
submitting your report please contact Paula Rosenberg of NYSERDA's Technical
Publications unit at (518) 862-1090, ext. 3270; fax (518) 862-1091; e-mail
prl@nyserda.org

CITY OF LOCKPORT INFLUENT HYDROPOWER FEASIBILITY STUDY

Final Report

Prepared for

THE NEW YORK STATE ENERGY, RESEARCH AND DEVELOPMENT AUTHORITY Albany, NY

Lawrence J. Pakenas, P.E. Senior Project Manager

Prepared by,

CITY OF LOCKPORT Lockport, NY

Michael Die, Project Manager

and

INIALCOLM PIPUNIE, INC.

Buffalo, NY

Vincent J. Funipiello. P.E. Project Manager

Sample title page. Font is a serif font (Times Roman). Bold-faced text is 13
pt., small caps. The rest of the type is 11 pt., plain text.

4311 -ERTER-NfW-97
NYSERDA Report 98-11

July 1998

New York State Energy Research and Development Authority Technical Publications
Corporate Plaza West 286 Washington Avenue Extension Albany, New York 12203-6399
November 1998

EXHIBIT D

PROMPT PAYMENT POLICY STATEMENT

Section 504.1 Purpose and applicability.

(a) The purpose of this Part is to implement section 2880 of the
Public Authorities Law by detailing NYSERDA's policy for making payment promptly
on amounts properly due and owing by NYSERDA under contracts. This Part
constitutes NYSERDA's prompt payment policy statement as required by that
section.

(b) This Part generally applies to payments due and owing by NYSERDA
to a person or business in the private sector under a contract it has entered
into with NYSERDA on or after May 1, 1988. This Part does not apply to payments
due and owing:

(1) under the Eminent Domain Procedure Law;

(2) as interest allowed on judgments rendered by a court
pursuant to any provision of law except Section 2880 of the Public Authorities
Law;

(3) to the Federal Government; to any state agency or its
instrumentalities, to any duly constituted unit of local government, including
but not limited to counties, cities, towns, villages, school districts, special
districts or any of their related instrumentalities or any other public
authority or public benefit corporation or to its employees when acting in, or
incidental to, their public employment capacity;

(4) if NYSERDA is exercising a legally authorized set-off
against all or part of the payment; or

(5) if other State or Federal law or rule or regulation
specifically requires otherwise.

Section 504.2 Definitions. As used in this Part, the following terms shall
have the following meanings, unless the context shall indicate another or
different meaning or intent:

(a) "NYSERDA" means the New York State Energy Research and
Development Authority.

(b) "Contract" means an enforceable agreement entered into between
NYSERDA and a contractor.

(1) selling materials, equipment or supplies or leasing property
or equipment to NYSERDA pursuant to a contract;

(2) constructing, reconstructing, rehabilitating or repairing
buildings, highways or other improvements for, or on behalf of, NYSERDA pursuant
to a contract; or

(3) rendering or providing services to NYSERDA pursuant to a
contract.

(d) "Date of payment" means the date on which NYSERDA requisitions a
check from its statutory fiscal agent, the Department of Taxation and Finance,
to make a payment.

(e) "Designated payment office" means the Office of NYSERDA's
Controller, located at Corporate Plaza West, 286 Washington Avenue Extension,
Albany, New York 12203-6399.

(f) "Payment" means provision by NYSERDA of funds in an amount
sufficient to satisfy a debt properly due and owing to a contractor and payable
under all applicable provisions of a contract to which this Part applies and of
law, including but not limited to provisions for retained amounts or provisions
which may limit NYSERDA's power to pay, such as claims, liens, attachments or
judgments against the contractor which have not been properly discharged, waived
or released.

(g) "Prompt payment" means a payment within the time periods
applicable pursuant to Sections 504.3 through 504.5 of this Part in order for
NYSERDA not to be liable for interest pursuant to Section 504.6.

(h) "Payment due date" means the date by which the date of payment
must occur, in accordance with the provisions of Sections 504.3 through 504.5 of
this Part, in order for NYSERDA not to be liable for interest pursuant to
Section 506.

(i) "Proper invoice" means a written request for a contract payment
that is submitted by a contractor setting forth the description, price or cost,
and quantity of goods, property or services delivered or rendered, in such form,
and supported by such other substantiating documentation. as NYSERDA may
reasonably require, including but not limited to any requirements set forth in
the contract; and addressed to NYSERDA's Controller, marked "Attention: Accounts
Payable." at the designated payment office.

(1) "Receipt of an invoice" means:

(i) if the payment is one for which an invoice is required,
the later of:

(a) the date on which a proper invoice is actually
received in the designated payment office during normal business
hours; or

(b) the date by which, during normal business hours,
NYSERDA has actually received all the purchased goods, property or
services covered by a proper invoice previously received in the
designated payment office.

(ii) if a contract provides that a payment will be made on a
specific date or at a predetermined interval, without having to submit a
written invoice the 30th calendar day, excluding legal holidays, before the
date so specified or predetermined.

(2) For purposes of this subdivision, if the contract requires a
multifaceted, completed or working system, or delivery of no less than a
specified quantity of goods, property or services and only a portion of such
systems or less than the required goods, property or services are working,
completed or delivered, even though the Contractor has invoiced NYSERDA for the
portion working, completed or delivered, NYSERDA will not be in receipt of an
invoice until the specified minimum amount of the systems, goods, property or
services are working, completed or delivered.

(k) "Set-off" means the reduction by NYSERDA of a payment due a
contractor by an amount equal to the amount of an unpaid legally enforceable
debt owed by the contractor to NYSERDA.

Section 504.3 Prompt payment schedule. Except as otherwise provided by law
or regulation or in

Sections 504.4 and 504.5 of this Part, the date of payment by NYSERDA of an
amount properly due and owing under a contract shall be no later than 30
calendar days, excluding legal holidays, after such receipt.

Section 504.4 Payment procedures.

(a) Unless otherwise specified by a contract provision, a proper
invoice submitted by the contractor to the designated payment office shall be
required to initiate payment for goods, property or services. As soon as any
invoice is received in the designated payment office during normal business
hours, such invoice shall be date-stamped. The invoice shall then promptly be
reviewed by NYSERDA.

(b) NYSERDA shall notify the contractor within 15 calendar days after
receipt of an invoice of:

(1) any defects in the delivered goods, property or services;

(2) any defects in the invoice, and

(3) suspected improprieties of any kind.

(c) The existence of any defects or suspected improprieties shall
prevent the commencement of the time period specified in Section 504.3 until any
such defects or improprieties are corrected or otherwise resolved.

(d) If NYSERDA fails to notify a contractor of a defect or
impropriety within the fifteen calendar day period specified in subdivision (b)
of this section, the sole effect shall be that the number of days allowed for
payment shall be reduced by the number of days between the 15th day and the day
that notification was transmitted to the contractor. If NYSERDA fails to provide
reasonable grounds for its contention that a defect or impropriety exists, the
sole effect shall be that the payment due date shall be calculated using the
original date of receipt of an invoice.

(e) In the absence of any defect or suspected impropriety, or upon
satisfactory correction or resolution of a defect or suspected impropriety,
NYSERDA shall make payment, consistent with any such correction or resolution
and the provisions of this Part.

Section 504.5 Exceptions and extension of payment due date. NYSERDA has
determined that, notwithstanding the provisions of Sections 504.3 and 504.4 of
this Part, any of the following facts or circumstances, which may occur
concurrently or consecutively, reasonably justify extension of the payment due
date:

(a) If the case of a payment which a contract provides will be made
on a specific date or at a predetermined interval, without having to submit a
written invoice, if any documentation, supporting data, performance
verification, or notice specifically required by the contract or other State or
Federal mandate has not been submitted to NYSERDA on a timely basis, then the
payment due date shall be extended by the number of calendar days from the date
by which all such matter was to be submitted to NYSERDA and the date when
NYSERDA has actually received such matter.

(b) If an inspection or testing period, performance verification,
audit or other review or documentation independent of the contractor is
specifically required by the contract or by other State or Federal mandate,
whether to be performed by or on behalf of NYSERDA or another entity, or is
specifically permitted by the contract or by other State or Federal provision
and NYSERDA or other entity with the right to do so elects to have such activity
or documentation undertaken, then the payment due date shall be extended by the
number of calendar days from the date of receipt of an invoice to the date when
any such activity or documentation has been completed, NYSERDA has actually
received the results of such activity or documentation conducted by another
entity, and any deficiencies identified or issues raised as a result of such
activity or documentation have been corrected or otherwise

resolved.

(c) If an invoice must be examined by a State or Federal agency, or
by another party contributing to the funding of the contract, prior to payment,
then the payment due date shall be extended by the number of calendar days from
the date of receipt of an invoice to the date when the State or Federal agency,
or other contributing party to the contract, has completed the inspection,
advised NYSERDA of the results of the inspection, and any deficiencies
identified or issues raised as a result of such inspection have been corrected
or otherwise resolved.

(d) If appropriated funds from which payment is to be made have not
yet been appropriated or, if appropriated, not yet been made available to
NYSERDA, then the payment due date shall be extended by the number of calendar
days from the date of receipt of an invoice to the date when such funds are made
available to NYSERDA.

Section 504.6 Interest eligibility and computation. If NYSERDA fails to
make prompt payment, NYSERDA shall pay interest to a contractor on the payment
when such interest computed as provided herein is equal to or more than ten
dollars. Interest shall be computed and accrue at the daily rate in effect on
the date of payment, as set by the New York State Tax Commission for corporate
taxes pursuant to Section 1096(e)(1) of the Tax Law. Interest on such a payment
shall be computed for the period beginning on the day after the payment due date
and ending on the date of payment.

Section 504.7 Sources of funds to pay interest. Any interest payable by
NYSERDA pursuant to this Part shall be paid only from the same accounts, funds,
or appropriations that are lawfully available to make the related contract
payment.

Section 504.8 Incorporation of prompt payment policy statement into
contracts. The provisions' of this Part in effect at the time of the creation of
a contract shall be incorporated into and made a part of such contract and shall
apply to all payments as they become due and owing pursuant to the terms and
conditions of such contract, notwithstanding that NYSERDA may subsequently amend
this Part by further rulemaking.

Section 504.9 Notice of objection. Unless a different procedure is
specifically prescribed in a contract, a contractor may object to any action
taken by NYSERDA pursuant to this Part which prevents the commencement of the
time in which interest will be paid by submitting a written notice of objection
to NYSERDA. Such notice shall be signed and dated and concisely and clearly set
forth the basis for the objection and be addressed to the Vice President, New
York State Energy Research and Development Authority, Corporate Plaza West, 286
Washington Avenue Extension, Albany, New York 12203-6399. The Vice President of
NYSERDA, or his or her designee, shall review the objection for purposes of
affirming or modifying NYSERDA's action. Within 15 working days of the receipt
of the objection, the Vice President, or his or her designee, shall notify the
contractor either that NYSERDA's action is affirmed or that it is modified or
that, due to the complexity of the issue, additional

time is needed to conduct the review; provided, however, in no event shall the
extended review period exceed 30 working days.

Section 504.10 Judicial Review. Any determination made by NYSERDA pursuant
to this Part which prevents the commencement of the time in which interest will
be paid is subject to judicial review in a proceeding pursuant to Article 78 of
the Civil Practice Law and Rules. Such proceedings shall be commenced upon
completion of the review procedure specified in Section 504.9 of this Part or
any other review procedure that may be specified in the contract or by other
law, rule, or regulation.

Section 504.11 Court action or other legal processes.

(a) Notwithstanding any other law to the contrary, the liability of
NYSERDA to make an interest payment to a contractor pursuant to this Part shall
not extend beyond the date of a notice of intention to file a claim, the date of
a notice of a claim, or the date commencing a legal action for the payment of
such interest, whichever occurs first.

(b) With respect to the court action or other legal processes
referred to in subdivision (a) of this section, any interest obligation incurred
by NYSERDA after the date specified therein pursuant to any provision of law
other than Public Authorities Law Section 2880 shall be determined as prescribed
by such separate provision of law, shall be paid as directed by the court, and
shall be paid from any source of funds available for that purpose.

Section 504.12 Amendments. These regulations may be amended by resolution
of NYSERDA, provided that the Chair, upon written notice to the other Members of
NYSERDA, may from time to time promulgate nonmaterial amendments of these
regulations.