Re Agreement

27 April 2005

                                 ITM POWER PLC                                 

                           ('ITM' or 'the Company')                            

         BOC FOUNDATION SUPPORTS ITM'S HYDROGEN ELECTROLYSER RESEARCH          

ITM Power Plc, which aims to provide enabling technology for the hydrogen
economy, announces that the BOC Foundation, an independent organisation,
established in 1990 by the BOC Group plc, has awarded ITM a grant. The
resulting programme of research will enhance the Company's existing in-house
work on the use of low cost electrolysers to optimise the capture and use of
renewable energy systems such as wind, wave and solar power. ITM believes that
the advent of low cost modular electrolysers will be the key contributor to
realising the hydrogen economy, because the electrolysers would allow low cost
on-site generation of hydrogen thus removing the need for new methods of
storing and distributing the fuel.

As a part of the agreement, a high-level expert research committee will be
formed to consider electrolyser development. This committee will be hosted by
ITM and will include participants from the BOC Foundation, the BOC Group plc
and Professor Marcus Newborough (Scottish Power:- Royal Academy of Engineering,
Professor in Energy & Environmental Engineering at Heriot Watt University). The
committee will meet four times a year over the next two years to study areas of
mutual interest arising from ITM's research into the manufacture and use of low
cost electrolysers for hydrogen production from renewable resources. ITM will
own all intellectual property (IP rights) to any new discoveries made during
the research carried out under this agreement.

Jim Heathcote, Chief Executive of ITM Power Plc, commented: 'We welcome this
opportunity to work with the BOC Foundation, BOC Group and Professor
Newborough. In our view it provides an excellent forum for the exploration of
concepts essential to developing the hydrogen economy. We are grateful for the
Foundation's financial and intellectual support. If the work is successful we
believe that it will have a major impact on the economics and public acceptance
of intermittent renewable sources of energy. This in turn will provide a
practical means of reducing pollution, and thus have a major positive impact on
the environment.'

He added: 'An important aspect of our business model is to generate revenue
from license agreements. Working with leading organisations and experts is an
important step for us in the development of early commercial relationships. By
applying our unique range of materials and processes we are making significant
progress in the production of low cost fuel cells and electrolysers and we look
forward to sharing some of the results of our work on hydrogen production and
distribution'.

Barry Beecroft, Director of the BOC Foundation, said, 'The BOC Foundation is
pleased to be able to support ITM, in its development of a technology that
could have major impact on both local air quality and on the emission of
greenhouse gases both of which are central to the BOC Foundation's core aims.'

                                    -Ends-                                     

For further information please contact:

Jim Heathcote              Gemma Chandler / Simon    
                           Hudson                    
                                                     
ITM Power Plc              Tavistock Communications  
                                                     
Tel: [phone]         Tel: [phone]        

Notes to Editors

About the hydrogen economy and ITM Power:

ITM is a leading technical innovator of fuel cell and electrolyser technologies
for the hydrogen economy.

The future shape of the energy industry is being driven predominantly by the
growth in the global demand for energy, the diminishing reserves of oil and by
the environmental impact of burning fossil fuels.

Hydrogen Economy:

  * Term used to describe the use of hydrogen as a critical element in the
    energy economy- of the future.
   
  * Benefit of hydrogen is that it has the potential to a be a totally 'clean'
    source of fuel
   
  * The vision is that low cost electrolysers produce hydrogen from 'clean'
    energy sources such as solar, wind and wave and fuel cells use this
    hydrogen to produce the electricity when its required
   
'If all the sunlight hitting the earth's surface in one hour was harnessed and
converted into electrical power, it would be enough to fulfill mankind's energy
needs for a complete year' - BP Solar

Electrolysers, via an electrochemical process, convert electricity (from
renewable energy inputs) and water into hydrogen (which can be stored) and
oxygen and in turn fuel cells, via a similar process convert hydrogen and
oxygen into electricity and water.

ITM announced in November 2004 that it had successfully produced and tested a
Mark III electrolyser stack, which has been operated at a power rating in
excess of 200 Watts and are confident that the Company is well on track to
achieve their milestone of 500 Watts by June 2006. On the basis of these
results, The Generics Group, an independent scientific consultancy, have
estimated that in mass production it is possible to achieve $283 per kW. This
closely approaches the 2010 US Department of Energy target of $300 for an
electrolyser stack.

PEM fuel cells developed so far are currently estimated to cost several
thousand dollars per output kW (for example, in February 2004, the US
Department of Energy estimated the current cost of a fuel cell to be
approximately $3,000 per output kW) whereas petrol engines are currently
estimated at $50 per output kW.

ITM's Technology

ITM Power plc believes it has developed and patented the keys to revolutionise
the hydrogen economy and is set to become one of the UK's leading innovators
within the alternative energy sources industry.

ITM's ionically conductive polymer materials and manufacturing processes are
used in the production of fuel cells and electrolysers, which are significantly
cheaper than those presently used in production. The technology offers high
conductivity, hydration control and has the benefit of catalyst recycling. The
Company has the ability to produce low cost fuel cells that meet the energy
demands of a wide range of industries and specialist technologies including
military, automotive and stationary fuel cell markets as well as the capacity
to produce household items such as laptops, mobile phones and domestic
appliances.

ITM's has patented a new manufacturing process that allows a fuel cell/
electrolyser stack of cells to be made in a single process similar to a mass
production casting process. The process is capable of producing cells or stacks
of any shape that may also be flexible so that they can be moulded into smaller
products, such as mobile phones. The Company has applied this technology to a
low cost electrolyser that can convert carbon free energy into clean hydrogen
fuel on site and on demand, therefore completing the circle of the
manufacturing process.

BOC Foundation

The BOC foundation is an independent organisation, which was established in
1990 by the BOC Group plc to support practical means of reducing pollution in
the United Kingdom.