PREFACE: The following Agreement is made between the Parties thereof with the primary objective being to
provide Astris Energi Inc. with sufficient capital to uphold its obligations under the final joint venture agreement
with CareAction Inc. However, it is realized that, in the event CareAction fails to raise its required financing
within a reasonable period of time, Astris will need capital to proceed with the finalization and commercialization
of the MC250 generator.
THIS AGREEMENT made on the 22 nd day of May 2003.
Astris Energi Inc., of Mississauga, Ontario (hereinafter referred to as "Astris")
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First Energy Advisors Inc., of Hamilton, Ontario (hereinafter referred to as "First Energy")
In consideration of First Energy putting forth its best efforts to raise capital for Astris as set forth below, Astris
agrees to pay First Energy, its successors or assigns, a fee in the amount of C$5,000 per month plus travel
expenses not to exceed C$2,000 per month plus airfare, payable on the 22 nd day of each month commencing
on May 22 nd , 2003. This fee will be increased to C$10,000 per month when the first C$150,000 has been
received, and to C$15,000/month when US$l ,000,000 has been received in the aggregate. These payments will
continue for six (6) months from the date of this agreement, and can be further extended by mutual consent.
An option for 200,000 shares at the same five (5) day closing average share price, exercisable for one (I)
year, will be granted to First Energy.
First Energy will invest or cause to be invested not later than 30 June 2003 a minimum of C$150,000
as a private placement exempt from prospectus provisions, to buy Astris common shares at a price
equal to the five (5) day closing average preceding the day of the transaction. One warrant with an
exercise price ofUS$0.75 and a 3-year term will be attached to each share.
First Energy will complete further private placement exempt from prosp