ASTRIS ENERGI INC
20FR12G, EX-99, 2000-09-06
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                                                                  EXHIBIT 10.2.3


TO:       ASTRIS INC.

AND TO:   ASTRIS ENERGI INC.

RE:       DEBENTURE MADE BY ASTRIS INC AND ASTRIS ENERGI INC. THE
          DATE HEREOF (the "DEBENTURE")

DATE:     OCTOBER 22, 1998

The undersigned, Energy Ventures Inc. (Canada), hereby assures Astris Inc. and
Astris Energi Inc. that it will not exercise its rights to realize on the
security under the Debenture unless Astris Inc. or Astris Energi Inc. becomes
bankrupt or insolvent or a receiver is appointed with respect to any of the
assets of Astris Inc. or Astris Energi Inc.

ENERGY VENTURES INC (CANADA)
Per: /s/ illegible signature
    ------------------------




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