CONFIDENTIALITY, NON-COMPETITION, NON-CIRCUMVENTION

                                  FEE AGREEMENT



This CONFIDENTIALITY, NON-COMPETITION, NON-CIRCUMVENTION, FEE AGREEMENT

("Agreement"), is entered into on the date set forth by the signatures of the

parties, below, is by and between Dr. Robert B. Honea (referred to as Dr.

Honea), a technology consultant, and Power Technology Incorporated, a Public

Corporation, and its subsidiaries (referred to as Power Technology), their

officers, directors, shareholders, successors and assigns (together the

"Parties");



         WHEREAS, Dr. Honea is in the business of developing technologies,

accessories and solutions for a variety of industries and has considerable

experience in deploying, advising, consulting, marketing, referring to research

institutions, corporations, individuals and industry, and acquiring financing,

investing in, or entering into other business relationships with a variety of

companies, or is very familiar with the technologies being developed by Power

technology, and other



         WHEREAS, Power Technology and or its assigns is in the business of

developing, using, and deploying advanced technologies including marketing,

referring for institutions, corporations, individuals, and acquiring, financing,

investing in or entering into other business relationships with a variety of

companies, and is in similar business to Dr. Honea; and other



         WHEREAS, Dr. Honea and Power Technology are interested in exchanging

confidential and proprietary information with each other (i) to investigate the

potential for Power Technology to invest in or enter into some business or

financial arrangement or combination with Dr. Honea, its, assigns or its

successor and Dr. Honea and to investigate the potential for Dr. Honea to

introduce strategies and relationships, and (ii) to determine the

appropriateness of and to evaluate the feasibility of a joint venture, business

or investment relationship or arrangement, collaborative marketing effort or

other common enterprise or financing arrangement by and between Dr. Honea (or

his approved associates) and Power Technology, and all such confidential,

proprietary or non-public information (all of which collectively called

"Evaluation Material") to be related to or disclosed by either Party to the

other Party is vital to each Party's business success, and to guard the

legitimate interests of each Party it is necessary for them to protect the

integrity of their confidential and proprietary information by maintaining and

treating all such Evaluation Material as secret and confidential; and



         NOW, THEREFORE, in consideration of the mutual terms and conditions

herein contained, the Parties consent and agree as follows:



         1. CONFIDENTIALITY: DISCLOSURE OF EVALUATION MATERIAL: The Parties

shall disclose each to the other such Evaluation Information as necessary,

required and reasonable to enable each to determine whether to enter into a

business relationship with each other. Such Evaluation Material shall include

any business plans, marketing infOrmation, business relationships or letter or

letters of intent, financial projections for the proposed marketplace(s), or any

other information, whether in writing or disclosed orally, and whether disclosed

by the Parties or their authorized agents, attorneys and accountants. All such

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