Exhibit
        10.2


      AMENDMENT
        NO. 1

      TO

      CONSULTING
        AGREEMENT

       

      October
        31, 2007

       

      This
        Amendment No. 1 (this “Amendment”)
        to
        that certain Consulting Agreement effective as of August 31, 2007 (the
“Agreement”)
        is
        made as of October 31, 2007 between Axion Power International, Inc., a
        Delaware corporation (the “Company”),
        and
        Andrew Carr Conway, Jr., an individual (the “Consultant”),
        and
        for the limited purposes of Section 1
        hereof,
        Conway Enterprises, LLC (“CE”
and
        together with the Company and the Consultant, the “Parties”).
        Capitalized terms used and not defined herein shall have the meanings set
        forth
        in the Agreement.

       

      WHEREAS,
        the
        Parties previously entered into the Agreement by which the Consultant agreed
        to
        provide certain financial services to the Company and act as the Company’s Chief
        Financial Officer; and

       

      WHEREAS,
        the
        Parties, among other things, desire to amend certain provisions of the Agreement
        to clarify the vesting schedule of the stock options granted to the Consultant
        by the Company pursuant to the Agreement; and

       

      WHEREAS,
        Section 12
        of the
        Agreement provides that provisions of the Agreement may be amended or modified
        pursuant to a signed, written agreement by the Company and the
        Consultant.

       

      NOW,
        THEREFORE,
        in
        consideration of the premises and for other good and valuable consideration,
        the
        receipt and sufficiency of which hereby are acknowledged, the Parties hereby
        agree as follows:

       

      1. Consultant.
        The
        Parties agree and acknowledge that the parties to the Agreement are the Company
        and the Consultant (as those terms are defined in this Amendment). The Parties
        further agree that the Preamble of the Agreement is hereby amended to change
        the
        name of the Consultant to “Andrew Carr Conway, Jr., an individual” and all
        references to the term “Consultant” in the Agreement shall refer to “Andrew Carr
        Conway, Jr., an individual.” 

       

      2. Amendment.
        Section 4
        of the
        Agreement is hereby amended and restated in its entirety to read as
        follows:

       

      “In
        consideration of your agreement to devote the time to accomplish the
        requirements listed in this contract, we will grant you an option to purchase
        80,000 shares of our common stock at an exercise price of $4.50 per share.
        The
        option shall vest 30,000 shares upon execution of this contract and then
        at the
        rate of 10,000 shares per month commencing on October 1, 2007 and
        continuing for the term of this contract. If your consulting relationship
        with
        us is terminated for any reason at any time during the first month, all vested
        options will be forfeit. Subject to the foregoing minimum length of service
        condition, vested options may be exercised at any time or from time to time,
        in
        whole or in part, for a period of two years. The option agreement attached
        hereto as “Exhibit F” shall be executed currently with this
        agreement.”

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      3. Counterparts.
        This
        Amendment may be executed in any number of counterparts, and each such
        counterpart shall be deemed to be an original instrument, but all such
        counterparts together shall constitute one and the same instrument.

       

      4. Governing
        Law.
        This
        Amendment, pursuant to Section 14
        of the
        Agreement, shall be governed and construed as to its validity, interpretation
        and effect by the laws of the Commonwealth of Pennsylvania notwithstanding
        the
        choice of law rules of Pennsylvania or any other jurisdiction.

       

      [Signature
        Page Follows]

       

      
        
           

        

        
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      IN
        WITNESS WHEREOF, the Parties hereto have caused this Amendment to be duly
        executed as of the day and year first above written.

      
        	 	 	 
	 	COMPANY:
	 	 
	 	AXION POWER INTERNATIONAL,
                INC.
	 	 
	 
 	 
 	 
 
	 	By:  	/s/ Thomas
                G.
                Granville
	 	
                

                Thomas
                  G. Granville

                Chief
                  Executive Officer

              


      

      

        	 	 	 
	 	CONSULTANT:
	 	 
	 
 	 
 	 
 
	 	  	/s/ Andrew Carr Conway, Jr.
	 	
                
ANDREW
                CARR CONWAY,
                JR.


      

       

      


      FOR
        THE LIMITED PURPOSES OF SECTION 1

       

      AGREED
        TO AND ACKNOWLEDGED:

       

      CONWAY
        ENTERPRISES, LLC

      


      
        	 	 	 	 	 
	By:	 /s/ Andrew
                Carr Conway, Jr.	 	 	 
	 	
                

                Andrew
                  Carr Conway, Jr.

                Sole
                  Member

              	 	 	
              


      

       

      
        
           

        

        
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