AMENDMENT NO. 2 TO THE STRATEGIC ALLIANCE AGREEMENT

Exhibit 10.131

AMENDMENT NO. 2 TO THE

STRATEGIC ALLIANCE AGREEMENT

between

THE GILLETTE COMPANY

and

MTI MICROFUEL CELLS INC.

dated

June 20, 2005

AMENDMENT No. 2 to the STRATEGIC ALLIANCE AGREEMENT

This Amendment No. 2 to the Strategic Alliance Agreement (this " Amendment "), dated as of June 20, 2005 (the " Effective Date "), is made and entered into by and between The Gillette Company, a Delaware corporation (" Gillette "), and MTI MicroFuel Cells Inc., a Delaware corporation (" MTI "). Each of Gillette and MTI is referred to in this Amendment, from time to time, as a " Party " or, collectively, the " Parties ".

W I T N E S S E T H :

WHEREAS, the Parties have entered into a strategic relationship defined in the Strategic Alliance Agreement, dated September 19, 2003, between Gillette and MTI, as amended by Amendment to the Strategic Alliance Agreement (" Amendment No. 1 "), dated as of August 18, 2004 (as amended, the " Agreement ");

WHEREAS, pursuant to the Agreement, the Parties entered into the Initial Work Plan, dated September 19, 2003 (as amended pursuant to Amendment No. 1, the "Initial Work Plan"); and

WHEREAS, after further reviewing the goals of the Agreement and the state of commercialization of the relevant technologies, the Parties wish to amend the Agreement and modify the Initial Work Plan.

NOW THEREFORE, in consideration of the above stated premises and the mutual covenants and agreements set forth below, the Parties hereby agree as follows:

1. DEFINITIONS

Capitalized terms used, but not defined, in this Amendment shall have the meanings ascribed to them in the Agreement.

2. AMENDMENT; OTHER.

A1.)     Sub-paragraph (a) of Section 8.2 is hereby amended by deleting it in its entirety and replacing it with the following:

"(a)        Termination by Gillette or MTI Without Cause

(i)          Either Gillette, in its sole discretion, or MTI, in its sole discretion, may elect to terminate this Agreement after the completion of the FC Technology Platform Demonstration within the OEM Marketing Calls and Concept Product Development Milestone by giving the other Party Notice of such election within twenty (20) days after completion of all such tasks and acceptance of all such Deliverables. Such termination shall become effective on the fifteenth (15 ^th ) day following Notice of the election to terminate unless the Party electing termination provides Notice of withdrawal of such elec