EMPLOYMENT AGREEMENT

                                BERNARD J WALTER



         THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as

of the 1st day of July, 2004 (the "Effective Date"), by and between POWER

TECHNOLOGY, INC., a Nevada corporation ("Employer"), and BERNARD J. WALTER, an

individual residing in Houston, Harris County, Texas ("Executive").



                                   WITNESSETH:



         WHEREAS, Employer and Executive desire to enter into an agreement

regarding Executive's employment with Employer pursuant to the terms and

conditions set forth herein;



         NOW, THEREFORE, in consideration of the premises and the mutual

covenants contained herein, and other good and valuable consideration, the

receipt and sufficiency of which is hereby acknowledged, and intending to be

legally bound hereby, the parties covenant and agree as follows:



         1. EMPLOYMENT. Employer hereby employs Executive and Executive hereby

accepts employment with Employer on the terms and conditions set forth in this

Agreement.



         2. TERM OF EMPLOYMENT. The term of Executive's employment hereunder

(the "Term") shall commence as of July 1, 2004 (the "Commencement Date") and

shall continue (subject to extension and termination by either Employer or

Executive, all as hereinafter provided) for an initial term (the "Initial Term")

expiring on December 31, 2009 (the "Expiration Date"). The Expiration Date

shall, unless terminated by Employer or Executive, be automatically extended for

successive one (1)-year periods following the expiration of the Initial Term. If

Employer desires to terminate Executive's employment under this Agreement at the

end of the Initial Term or at the end of any succeeding one (1)-year term,

Employer shall give written notice of such desire to Executive at least ninety

(90) days prior to the expiration of the Initial Term or any succeeding one

(1)-year term. If Executive desires to terminate Executive's employment under

this Agreement at the end of the Initial Term or at the end of any succeeding

one (l)-year term, Executive shall give written notice of such desire to

Employer at least ninety (90) days prior to the expiration of the Initial Term

or any succeeding one (1)-year term. At the expiration of the then-existing

term, Employer shall have no further obligation to Executive other than payment

of any earned and unpaid Base Salary (as hereafter defined) under Section 3.a.

and any earned and unpaid Bonus (as hereafter defined) under Section 3.b., and

Executive shall have no further obligation to Employer except as set forth in

Sections 8, 9, 10 and 11.



         3. COMPENSATION AND OTHER BENEFITS.



             a. As compensation for all services rendered by Executive in

performance of Executive's duties or obligations under this Agreement, Employer

shall pay Executive the following base salary (the "Base Salary"):











{PAGE}



         $90,000 per year through December 31, 2004, Increasing to $120,000 per

         year from January 1, 2005 to December 31, 2005, Increasing to $180,000

         per year thereafter plus increases effective January 1 of each

         subsequent year of no less than 5% of Ease Salary or such greater

         amount as set by the Compensation Committee,



Executive's Base Salary shall be payable in equal semi-monthly installments or

in the manner and on the timetable which Employer's payroll is customarily

handled or at such intervals as Employer and Executive may hereafter agree to

from time to time.



             b. In addition to receiving the Base Salary provided for in Section

3.a., (i) for the annual periods commencing January 1, 2005, Executive shall be

entitled to a restricted stock grant of 7,500,000 shares of the Employer's

common stock. This stock subject to this grant shall be non dilutive and shall

not be subject to any reverse stock split. In the event of a reverse stock

split, or in the event of the issuance of any additional shares of Employer's

common stock to any person, Employer shall grant to Executive such additional

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