FuelCell Energy, Inc. as Corporation and Enbridge Inc.

The Corporation is the sole shareholder of FuelCell Energy, Ltd., a corporation incorporated and existing under the laws of Alberta (“FuelCell Canada”);

The Corporation and Enbridge are party to a guarantee dated May 27, 2004 pursuant to which the Corporation has guaranteed certain obligations of FuelCell Canada to Enbridge (such guarantee as it may at any time or from time to time be amended, supplemented, restated or replaced, the “Guarantee”);

FuelCell Canada has agreed to sell all or substantially all of its assets to Versa Power Systems, Ltd., a corporation incorporated and existing under the laws of Alberta pursuant to an asset purchase agreement (the “Asset Purchase Agreement”) dated October 19, 2004 among the Corporation, FuelCell Canada, Versa Canada and Versa Power Systems, Inc. (“Versa”);

As consideration for the assets transferred by FuelCell Canada to Versa Canada pursuant to the Asset Purchase Agreement, Versa Canada delivered 5,714 common shares in the capital stock of Versa to FuelCell Canada (the “Versa Shares”), and FuelCell Canada then immediately distributed the Versa Shares to the Corporation; and

In consideration for Enbridge’s consent to the sale by FuelCell Canada of all or substantially all of its assets, the Corporation has agreed to execute and deliver this share pledge agreement to and in favour of Enbridge as security for the payment and performance of the Corporation's obligations to Enbridge under the Guarantee.

The Corporation pledges to Enbridge and grants Enbridge a security interest in the shares described in Schedule 1.1(1) (collectively, together with the dividends, moneys, rights and claims hereinafter referred to and the shares referred to in Section 1.1, the “Shares”), any cash dividends or other moneys now or hereafter received or declared in respect of the Shares and all other rights and claims of the Corporation in respect of the Shares.

The Shares shall include any substitutions, additions or proceeds arising out of any consolidation, subdivision, reclassification, stock divided or similar increase or decrease in, or alteration to, the capital of Versa.

The pledges and security interests granted hereby (the “Security Interest”) secure the payment and performance of the contingent liability and obligations which may become due and owing by or otherwise payable by the Corporation to Enbridge pursuant to the Guarantee (collectively, and together with the expenses, costs and charges set out in Section 1.2(2) , the “Obligations”).

All expenses, costs and charges incurred by or on behalf of Enbridge in connection with this share pledge agreement, the Security Interest or the Shares including all reasonable legal fees, court costs, receiver's or agent's remuneration and other expenses taking possession of, repairing, protecting, insuring, preparing for disposition, realizing, collecting, selling, transferring, delivering or obtaining payment for the Shares, and of taking, defending or participating in any action or proceeding in connection with any of the foregoing matters or otherwise in connection with Enbridge's interest in any Shares, whether or not directly relating to the enforcement of this share pledge agreement, shall be added to and form a part of the Obligations.

Until such time as there is a failure by the Corporation to perform its obligations under the Guarantee when due, the Corporation shall be entitled to vote the Shares and to receive all cash dividends. Upon the occurrence of a failure by the Corporation to perform its obligations under the Guarantee when due and upon the giving of prior written notice by Enbridge to the Corporation of such failure and if such failure is not remedied within 10 days of receiving such prior written notice, all rights of the Corporation to vote or to receive dividends shall cease and all such rights shall become vested solely and absolutely in Enbridge.

Any dividends received by the Corporation contrary to Section 1.5(1) shall be received as trustee for Enbridge and shall be immediately paid over to Enbridge.

If the Corporation shall fail to perform its obligations under the Guarantee when due and upon the giving of prior written notice by Enbridge to the Corporation of such failure and if such failure is not remedied within 10 days of receiving such prior written notice, Enbridge may, in addition to all the rights and remedies of a secured party on default under the Uniform Commercial Code, at any time in its sole discretion, (i) realize upon or otherwise dispose of or contract to dispose of the Shares by sale, transfer or delivery, or (ii) exercise and enforce all rights and remedies of a holder of the Shares as if Enbridge were their absolute owner (including, if necessary, causing the Shares to be registered in the name of Enbridge or its nominee, all without demand of performance or other demand, advertisement or notice of any kind to or upon the Corporation (except as may be required by law). Any remedy may be exercised separately or in combination and shall be in addition to, and not in substitution for, any other rights Enbridge may have, however created. Enbridge shall not be bound to exercise any right or remedy, and the exercise of rights and remedies shall be without prejudice to the rights of Enbridge in respect of the Obligations including the right to claim for any deficiency.

Enbridge’s rights to the Shares shall at all times be subject to the Versa Power Systems, Inc. Amended and Restated Stockholders' Agreement dated November 1, 2004 between the Versa stockholders (the “Stockholder’s Agreement”).

(a)  

Any sale conducted by Enbridge shall be at such time and place, on such notice and in accordance with such procedures as Enbridge, in its sole discretion, may deem advantageous;

Shares may be disposed of in any manner and on any terms necessary to avoid violation of applicable law (including, without limitation, compliance with such procedures as may restrict the number of prospective bidders and purchasers, require that the prospective bidders and purchasers have certain qualifications, and restrict the prospective bidders and purchasers to persons who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or resale of the Shares) or in order to obtain any required approval of the disposition (or of the resulting purchase) by any governmental or regulatory authority or official;

No person dealing with Enbridge or an agent or receiver shall be required to determine (i) whether the Corporation has failed to perform its obligations under the Guarantee when due and such failure has continued for 10 days after receiving notice from Enbridge of such failure, (ii) whether the powers which such person is purporting to exercise have become exercisable, (iii) whether any money remains due to Enbridge by the Corporation, (iv) the necessity or expediency of the stipulations and conditions subject to which any sale or lease shall be made, (v) the propriety or regularity of any sale or other dealing by Enbridge with the Shares, or (vi) how any money paid to Enbridge has been applied.

Any purchaser of Shares from Enbridge shall hold the Shares absolutely, free from any claim or right of whatever kind, including any equity of redemption, of the Corporation, which it specifically waives (to the fullest extent permitted by law) as against any such purchaser together with all rights of redemption, stay or appraisal which the Corporation has or may have under any rule of law or statute now existing or hereafter adopted.