RETIREMENT BONUS AREEMENT AND GENERAL RELEASE

     This Retirement Bonus Agreement and General Release (“Agreement”) is entered into by Ricky Gujral (“Employee”), and Hydrogen Power, Inc. (“HPI”) (collectively, the “Parties”).

      WHEREAS , Employee has decided to retire from HPI.; and

      WHEREAS , HPI wishes to recognize the value Employee brought to HPI during her tenure as CEO; and

      WHEREAS , a triggering event has occurred under the Executive Severance Agreement (“ESA”) that would have entitled Employee to severance payments; and

      WHEREAS , notwithstanding these severance rights the Employee wishes to receive a retirement bonus instead of severance benefits and the Employee will hereby give a full release of any claims for severance that the Employee may have against HPI and in exchange for the other covenants and agreements contained herein;

      NOW, THEREFORE , in consideration of the promises and mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are expressly acknowledged, the Parties agree and promise as follows:

     1. EMPLOYEE'S RETIREMENT . Pursuant to this Agreement, Employee will retire effective as of…………,………………………….. (the "Retirement Date").

     2. RETIREMENT BONUS .

          a. The Employee shall be entitled to be paid on the Retirement Date by Hydrogen Power, Inc. a retirement bonus of $750,000.00. which amount was advanced to the Employee in November, 2006 (referred to in this Agreement as the “Retirement Bonus.”)

          b. Employee acknowledges that except as otherwise provided in 2(a) above, Employee’s Benefits cease on Employee’s Retirement Date.

          c. Employee and HPI acknowledge that nothing in this Agreement limits Employee’s right to receive her regular base salary through the Retirement Date shall be determined in accordance with the ESA. Further,

Employee shall receive payment for all vacation or paid time off that has accrued and remains unused as of Employee’s Separation Date.

          d. Except as set forth herein, and options already granted Employee is not entitled to receive any further compensation or benefits of any sort from Hydrogen Power, Inc. or their respective affiliates, or any of their respective officers, directors, employees, agents, insurance companies, attorneys, subsidiaries, successors or assigns.

          e. Employee represents that Employee has not filed, initiated, or caused to be filed or initiated, any legal action covering any claim released in this Agreement and hereby agrees and promises that Employee will never file, initiate or cause to be filed or initiated, at any time subsequent to the execution of the Agreement, any claim, suit, complaint, action, or cause of action, in any state or federal court based in whole or in part on the matters herein released, except to the extent such waiver is precluded by law. Employee further agrees not to seek to share or participate in any recovery arising out of, based upon, or relating to matters released hereunder, and agrees not to voluntarily participate, assist or cooperate in any suit, action, or proceeding against or regarding the Released Parties, or any of them, unless compelled by law.

f. Employee shall be entitled to non-confidential information about the financial and other relevant matters pertaining to the progress of HPI in achieving its mission on at least a quarterly basis. Such information to be provided by the CEO of HPI including answers to specific questions by the Employee.

     3. GENERAL RELEASE OF CLAIMS . In consideration of the retirement bonus and benefits referred to herein, Employee hereby forever releases and discharges HPII, and HPI and their respective affiliates.(collectively, the “Released Parties”), from any and all claims, charges, complaints, liens, demands, causes of action, obligations, damages and liabilities, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED , that Employee had, now has, or may hereafter claim to have against the Released Parties from the beginning of time to the date Employee signs this Agreement. This release specifically extends to, without limitation, claims or causes of action for sexual harassment, wrongful termination, impairment of ability to compete in the open labor market, breach of an express or implied contract, breach of the covenant of good faith and fair dealing, breach of fiduciary duty, fraud, misrepresentation, defamation, slander, infliction of emotional distress, discrimination, harassment, disabili