SOUTHPORT, Connecticut, June 23, 2006 -- Carter Morse & Mathias today announced that GenCell Corp. has completed a financing of convertible secured promissory notes with the Connecticut Clean Energy Fund. GenCell Corp., headquartered in Southbury, Connecticut, is a manufacturer of fuel cells and integrated fuel cell power generators. Carter Morse & Mathias was the Company's exclusive financial advisor in arranging, structuring and negotiating this transaction.

GenCell was established in 1997, with a vision to develop a core fuel cell design and manufacturing methods to reduce costs and increase performance for all fuel cell types. Funded by $5.5 million of grants over the last five years, GenCell is now commercializing its innovative and proprietary fuel cell technologies with revenue from the sale of bipolar plates and carbonate system demonstrations.

Randy Bernard, president of Gencell, commented, "We are tremendously enthused by the ongoing support from the State of Connecticut and the Connecticut Clean Energy Fund ("CCEF"). Our initial demonstration project is located at the Global Fuel Cell Development Center at the University of Connecticut. CCEF has been an investor in GenCell since 2003 and this latest funding is indicative of the state's leadership in the clean energy and fuel cell arena."

CCEF was created by the Connecticut General Assembly and is administered and managed by Connecticut Innovations ("CI"), a quasi-public organization. CCEF promotes the development and commercialization of clean energy technologies and is stimulating markets for electricity from clean renewable sources. Its main goals are to create clean energy supply for Connecticut; develop clean energy technologies; and to educate residents about clean energy's importance for the state's energy future. Pete Longo, Deputy Executive Director of CI commented, "As a leader in developing small scale, clean stationary power systems, GenCell advances the mission of CCEF with the promise of real commercial success. The State of Connecticut as well as the private sector will benefit from the innovative fuel cell solutions being developed and commercialized by GenCell."