Assignment and Assumption of Equipment Purchase Agreement

EXHIBIT 10.7

• • • • • Assignment and Assumption of Equipment Purchase Agreement

(" Assignment ") is entered into as of the ___18th____ day of _____December________, 2006, by and between TDM, L.L.C. , a New Jersey limited liability company with an address of 700 Route 173, Bloombury, New Jersey 08804 (" Assignor ") and Pacific Fuel Cell Corp. , a Nevada corporation with an address of 131 N. Tustin Avenue, Suite 100, Tustin, California 92780 (" Assignee "). Capitalized terms used but not defined herein shall have the meaning given to them in that certain Equipment Purchase Agreement, dated August 22, 2006, by and between SGL Technic Inc. (" SGL ") and Assignor (" Purchase Agreement "), a copy of which is attached hereto as Exhibit A and incorporated herein.

WHEREAS, Assignor has agreed to assign to Assignee all of its right, title and interest in, to and under the Purchase Agreement and, in exchange, Assignee has agreed to assume Assignor’s obligations and liabilities under the Purchase Agreement.

NOW, THEREFORE, for and in consideration of the sum of Ten and 00/100 Dollars ($10.00) and o