Letter Agreement Amending Fuel Cell Product Operating Agreement between H Power Corp., H Power Enterprises of Canada, Inc., and ECO Fuel Cells, LLC (July 26, 2001)

Summary

This agreement, dated July 26, 2001, is between H Power Corp., H Power Enterprises of Canada, Inc., and ECO Fuel Cells, LLC. It amends the existing Fuel Cell Product Operating Agreement by reducing the number of Beta test units to be delivered. The attached schedule details the types, quantities, and delivery dates for Alpha, Beta, and commercial fuel cell units, as well as purchase and delivery obligations. ECO must confirm commercial unit demand five months before production, and the schedule will be reviewed quarterly. No other terms of the original agreement are changed.

EX-10.59 3 file002.txt LETTER AGREEMENT, DATED JULY 26, 2001. Confidential Treatment. The portions of this exhibit that have been replaced with "[****]" have been filed separately with the Securities and Exchange Commission and are the subject of an application for Confidential Treatment. H POWER CORP. 1373 Broad Street Clifton, New Jersey 07013 July 26, 2001 Mr. William C. Cetti President and Chief Executive Officer ECO Fuel Cells, LLC 2201 Cooperative Way Herndon, Virginia 20171-3025 Dear Mr. Cetti: H Power Corp. (the "Company"), together with H Power Enterprises of Canada, Inc., a subsidiary of the Company, are pleased to confirm our mutual understanding and agreement with ECO Fuel Cells, LLC ("ECO"), on January 26, 2001, as outlined in the email on such date to amend and restate on such date Schedule A of the Amended and Restated Fuel Cell Product Operating Agreement by and among ECO, H Power Corp. and H Power Enterprises of Canada, Inc. dated March 9, 2000 (the "Agreement") to read as set forth on Exhibit A attached hereto (the "Amendment"), in order to approve and ratify the decrease in the number of Beta Fuel Cell Product test units to be delivered pursuant to the Agreement. No other changes are proposed in the Agreement at this time. The Amendment reflects the only modification to Schedule A through February 28, 2001. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. If you have any questions concerning the foregoing, please do not hesitate to call the undersigned at ###-###-####. This letter agreement may be executed in one or more counterparts each of which shall be an original but which together shall constitute one and the same agreement. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] Please indicate your consent and agreement to the foregoing by signing below and returning the executed copy of this letter to us. Very truly yours, H POWER CORP. By: /s/ H. Frank Gibbard ---------------------------- Name: H. Frank Gibbard Title: Chief Executive Officer H POWER ENTERPRISES OF CANADA, INC. By: /s/ H. Frank Gibbard ---------------------------- Name: H. Frank Gibbard Title: President ACCEPTED AND AGREED TO: ECO FUEL CELLS, LLC By: /s/ William C. Cetti -------------------------------- Name: William C. Cetti Title: President/CEO - -------------------------------------------------------------------------------- The attached schedule A, details Fuel Cell products and purchases by ECO, LLC and delivery by H Power for Alpha and Beta units. The schedule also details H Power's anticipated manufacturing capacity and budgetary purchases and delivery volumes for commercial units by ECO, LLC and H Power respectively. With respect to commercial units ECO, LLC shall confirm to H Power actual demand for commercial units five (5) months prior to commencement of commercial production by H Power. The parties intend to review and update this schedule with respect to budgetary commercial units at least quarterly and at such other times, as the parties shall mutually agree. - -------------------------------------------------------------------------------- Schedule A, Fuel Cell Products and Purchases Alpha & Beta Units

Commercial Units