CONSULTING AGREEMENT entered into this 15 day of March, 2006, by and between Astris Energi Inc.
with offices at 2175-6 Dunwin Drive Mississauga, Ontario L5L 1X2 Canada (Hereinafter referred to as the
“Company”), and Michael Sheppard with offices at 4229 Warren Road, Franklin, Tennessee, 37067, USA
(Hereinafter referred to as the “Consultant”).
WHEREAS, the Company desires to continue the consulting services of Consultant in the areas of Corporate
Image, Business Development, and Business Strategy for the Company (the “Services”) in connection to the
WHEREAS, in consideration for the Services, the Company shall pay cash and issue warrants exercisable into
the Company’s common stock upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:
Provision of Services
Duties of Consultant: The Consultant will provide such services and advice to the Company so as to advise the
Company in business development, business strategy and corporate image. Without limiting the generality of the
foregoing, Consultant will also assist the Company in developing, studying and evaluating acquisition/merger
proposals, prepare reports and studies thereon when advisable, and in referring the Company to prospective
business partners and individuals who may assist in its business development and discussions pertaining thereof.
Nothing contained herein constitutes a commitment on the part of the Consultant to find an acquisition target for
the Company or, if such target is found, that any transaction will be completed. This Agreement is not a contract
for listing services, and nothing in this Agreement will require the Consultant to negotiate on behalf of the
Company with corporations that are involved with listings or making a market in corporate securities in the OTC
1.1 Duties Expressly E