Services

                               Strategic Alliance
                               ------------------
                                     Between

Startech Environmental Corp. (Startech), a Colorado Corporation with its
principal office at 15 Old Danbury Road, Wilton, Connecticut 06897-2525 and

Hydro-Chem, a Division of the Pro-Quip Corporation, which is a subsidiary of
Linde AG, is a company with its principal office at 125 Hickory Springs
Industrial Drive, Canton, Georgia 30115.

Whereas, Startech has developed and commercialized a proprietary system and
process for the safe  . . .

STRATEGIC ALLIANCE AGREEMENT

This Strategic Alliance Agreement (this "Agreement"), dated as of September 19, 2003 (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 Agreement, from time to time, as a "Party" or, collectively, the "Parties".

WHEREAS, Gillette is a leader in inventing, manufacturing, marketing and distributing consumer products, including through its Duracell division a wide variety of batteries and energy cells;

WHEREAS, MTI is a leader in the design and development of direct methanol micro fuel cells for portable power applications;

WHEREAS, the Parties wish to enter into a strategic relationship to develop and Commercialize an energy solution for widely used, mass market, high volume, hand-held consumer devices, such as personal digital assistants (commonly referred to as PDAs), cell phones, digital cameras, portable CD players and portable DVD players, which energy solution is based on a DMFC (as defined herein) with an FCA that generates low power [*] and is used in connection with FRs (as defined herein) [*] appropriate for such mass market devices (a "DMFC Solution");

WHEREAS, one of the purposes of this Agreement is to allow Gillette to create a proprietary intellectual property position with respect to FRs; and

WHEREAS, in connection with the strategic relationship described above, MTI has requested that Gillette make an equity investment in MTI, and Gillette has agreed to make such an investment.

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
   

Defined terms used in this Agreement, as indicated by the use of initial capitalization, shall have the meanings set forth in Exhibit A. Defined terms that do not appear in Exhibit A shall have the meanings ascribed to them upon their first occurrence herein.

• Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission (the "Commission"). The omitted portions, marked by "[*]", have been filed separately with the Commission.

1. PRODUCT DEVELOPMENT
   
   
   

   Pursuant to the covenants listed below and in accordance with each Work Plan established hereunder, the Parties hereby agree to use Commercially Reasonable Efforts to develop one or more DMFC Solutions.

   
   
   
   
   1. Generally. Pursuant to the terms and conditions set forth in this Agreement, the Parties agree to develop one or more DMFC Solutions for one or more OEM Applications. The processes for identifying the Initial OEM Application for which a DMFC Solution will be developed hereunder and each Additional OEM Application for which a DMFC Solution will be developed hereunder are set forth in Section 2.2 and Section 2.7, respectively. The development of each DMFC Solution hereunder shall be governed by a Work Plan and facilitated by the Steering Committee. The Work Plan for the DMFC Solution for the Initial OEM Application (the "Initial Work Plan") is set forth on Exhibit B to this Agreement. As set forth more specifically herein and in the applicable Work Plan, each Party has agreed as follows with respect to the development of DMFC Solutions:
      
      
      184359

                          Strategic Alliance Agreement

         This Strategic Alliance Agreement is made this 8th day of October 2003,
by and between USA Technologies,  Inc., a Pennsylvania  corporation ("USA"), and
Conopco,  Inc.  dba  Unilever  Home & Personal  Care North  America,  a New York
corporation ("Unilever").

                                   Background

         USA is a provider of an unattended  laundry  injection  system known as
e-Suds, all as more fully described in Exhibit "A" hereto ("USA e-Suds System").
Unilever  . . .