Preview | Consulting Agreement |

This CONSULTING AGREEMENT (the Agreement) is entered into as of the 29th day of December, 2006 by and between HF Services LLC (Consultant), and Hydrogen Power, Inc., a Delaware corporation (the Company).

WHEREAS, the Company and Consultant wish to enter into an agreement whereby Consultant will provide the Company certain services of Henry Fong and/or Thomas Olson on a consulting basis.

NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

1. Consulting Services. During the term of this Agreement, Consultant shall from time to time provide the Company the following services to be provided by Henry Fong and/or Thomas Olson:

(a) Assist management in compliance with Securities and Exchange Commission (SEC) regulations;

(b) Assist management, corporate counsel and independent auditors in preparation and documentation relating to SEC filings, including with respect to periodic and current reports filed with the SEC;

(c) Assist management, corporate counsel and independent auditors in preparation and documentation relating to registration statement filings with the SEC;

(d) Assist management and legal counsel in the preparation of private placement and public filings, including Forms D and business plans and assist in compliance with state Blue Sky requirements;

(e) Assist management in the preparation of any required S&P listing and any other required documentation for state securities agencies as applicable.

(f) Provide SEC Electronic Data Gathering and Retrieval (EDGAR) filing services for SEC filings;

(g) Assist management, corporate counsel, outside consultants and independent auditors to facilitate implementation and compliance with SEC and Public Company Accounting and Oversight Board (PCAOB) regulations, including Sarbanes-Oxley Act of 2004 (SOX), SOX 404 Internal Control implementation and compliance, and SOX 302 and 906 compliance;

(h) Coordinate with management and corporate counsel to facilitate compliance with, and maintenance of, corporate governance regulations mandated by applicable listing or securities exchange standards on which the Companys securities trade;

(i) Coordinate with management, board of directors and corporate counsel to facilitate compliance with SEC insider trading regulations, including Section 16 compliance and the filing of Forms 3, 4, 5 and 13D and G, as applicable;

(j) Coordinate with management and corporate counsel to facilitate investor relations activities, including assistance with the preparation and dissemination of press releases and other investor and public relations releases, including, if necessary, to act as shareholder and press point-of-contact;

(k) Coordinate with management and assist with maintenance of the Companys equity schedules and equity securities as may be requested by Company;

(l) Coordinate with and assist management with board of directors meetings and activities, including Audit Committee, Compensation Committee and Nominating Committee meetings and activities; act as focal point for all board of directors meetings insure proper distribution of agenda and, if necessary, assist corporate secretary with recordation and preparation of corporate minutes;