**EXHIBIT
        4.17**
  
  **WARRANT**
  THE
        WARRANT EVIDENCED OR CONSTITUTED HEREBY, AND ALL SHARES OF COMMON STOCK ISSUABLE
        HEREUNDER, HAVE BEEN AND WILL BE ISSUED WITHOUT REGISTRATION UNDER THE
        SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) AND MAY NOT BE SOLD, OFFERED FOR
        SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT REGISTRATION UNDER THE
        ACT
        UNLESS EITHER (i) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, IN FORM
        AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT
        REGISTRATION IS NOT REQUIRED IN CONNECTION WITH SUCH DISPOSITION OR
        (ii) THE SALE OF SUCH SECURITIES IS MADE PURSUANT TO SECURITIES AND
        EXCHANGE COMMISSION RULE 144.
  **WARRANT
        TO PURCHASE COMMON STOCK OF ENER1, INC.**
  (Subject
        to Adjustment)
  **WARRANT
        NO. 063006A**
  **THIS
        CERTIFIES THAT,** for
        value received, Ener1 Group, Inc., or its permitted registered assigns
        (“ **Holder** ”),
        is
        entitled, subject to the terms and conditions of this Warrant, at any time
        or
        from time to time after June 30, 2006 (the “ **Effective
        Date** ”),
        and
        before 5:00 p.m. Central Time on June 30, 2011 (the “ **Expiration
        Date** ”),
        to
        purchase from Ener1, Inc., a Florida corporation (the “ **Company** ”),
        NINE
        MILLION (9,000,000) shares of Common Stock of the Company at a price per
        share
        of $.50 (the “ **Purchase
        Price** ”).
        Both
        the number of shares of Common Stock purchasable upon exercise of this Warrant
        and the Purchase Price are subject to adjustment and change as provided herein.
  **1.**  **CERTAIN
        DEFINITIONS.** As
        used
        in this Warrant the following terms shall have the following respective
        meanings:
  “ **Actively
        Traded** ”
shall
        mean attainment of an average of 20,000 or more shares per business day arm's
        length trading volume of Common Stock over a period of twenty (20) trading
        days
        as reported by the over-the-counter or other established quotation
        agencies.
  “ **Fair
        Market Value** ”
of
        a
        share of Common Stock as of a particular date shall mean:
  (a)  If
        traded
        on a securities exchange or the NASDAQ National Market, the Fair Market Value
        shall be deemed to be the average of the closing prices of the Common Stock
        of
        the Company on such exchange or market over the 5 business days ending
        immediately prior to the applicable date of valuation;
  (b)  If
        Actively Traded over-the-counter, the Fair Market Value shall be deemed to
        be
        the average of the closing bid prices over the 30-day period ending immediately
        prior to the applicable date of valuation; and
  
 (c)  If
        not
        Actively Traded over-the-counter or traded on a securities exchange or the
        NASDAQ National Market, the Fair Market Value shall be the value thereof,
        as
        agreed upon by the Company and the Holder; provided, however, that if the
        Company and the Holder cannot agree on such value, such value shall be
        determined by an independent valuation firm experienced in valuing businesses
        such as the Company and jointly selected in good faith by the Company and
        the
        Holder. Fees and expenses of the valuation firm shall be paid for by the
        Company.
  “ **HSR
        Act** ”
shall
        mean the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
        amended.
  “ **Registered
        Holder** ”
shall
        mean any Holder in whose name this Warrant is registered upon the books and
        records maintained by the Company.
  “ **SEC** ”
shall
        mean the United States Securities and Exchange Commission.
  “ **Warrant** ”
as
        used
        herein, shall include this Warrant and any warrant delivered in substitution
        or
        exchange therefor as provided herein.
  “ **Warrant
        Shares** ”
shall
        mean the shares of Common Stock to be issuable upon exercise of this Warrant
        (or
        any shares of stock or other securities at the time issuable upon exercise
        of
        this Warrant).
  “ **Common
        Stock** ”
shall
        mean the Common Stock of the Company and any other securities at any time
        receivable or issuable upon exercise of this Warrant.
  **2.**  **EXERCISE
        OF WARRANT**
  2.1.  Payment .
        Subject
        to compliance with the terms and conditions of this Warrant and applicable
        securities laws, this Warrant may be exercised, in whole or in part at any
        time
        or from time to time, on or before the Expiration Date by the delivery
        (including, without limitation, delivery by facsimile) of the form of Notice
        of
        Exercise attached hereto as ** Exhibit 1
        (the “ **Notice
        of Exercise** ”),
        duly
        executed by the Holder, at the principal office of the Company, and as soon
        as
        practicable after such date, surrendering
  (a)
        this
        Warrant at the principal office of the Company, and
  (b)
        payment in cash (by check) or by wire transfer, of an amount equal to the
        product obtained by multiplying the number of shares of Common Stock being
        purchased upon such exercise by the then effective Purchase Price (the
“ **Exercise
        Amount** ”),
        except that if Holder is subject to HSR Act Restrictions (as defined in Section
        2.4 below), the Exercise Amount shall be paid to the Company within five
        (5)
        business days of the termination of all HSR Act Restrictions.
  2.2.  “ Easy
        Sale” Exercise .
        In lieu
        of the payment methods set forth in Section 2.1(b) above, when permitted by
        law and applicable regulations (including NYSE, NASDAQ and NASD rules, as
        applicable), the Holder may pay the Purchase Price through a “same day sale”
commitment from the Holder (and if applicable a broker-dealer that is a member
        of the National Association of Securities Dealers (a “ **NASD**  **Dealer** ”)),
        whereby the Holder irrevocably elects to exercise this Warrant and to sell
        a
        portion of the Shares so purchased to pay for the Purchase Price and the
        Holder
        (or, if applicable, the NASD Dealer) commits upon sale (or, in the case of
        the
        NASD Dealer, upon receipt) of such Shares to forward the Purchase Price directly
        to the Company.
  -2-
 2.3.  Stock
        Certificates; Fractional Shares .
        As soon
        as practicable on or after such date, the Company shall issue and deliver
        to the
        person or persons entitled to receive the same a certificate or certificates
        for
        the number of whole shares of Common Stock issuable upon such exercise, together
        with cash in lieu of any fraction of a share equal to such fraction of the
        current Fair Market Value of one whole share of Common Stock as of the date
        of
        exercise of this Warrant. No fractional shares or scrip representing fractional
        shares shall be issued upon an exercise of this Warrant.
  2.4.  HSR
        Act .
        The
        Company hereby acknowledges that exercise of this Warrant by Holder may subject
        the Company and/or the Holder to the filing requirements of the HSR Act and
        that
        Holder may be prevented from exercising this Warrant until the expiration
        or
        early termination of all waiting periods imposed by the HSR Act (“ **HSR
        Act Restrictions** ”).
        If on
        or before the Expiration Date, Holder has sent the Notice of Exercise to
        Company
        and Holder has not been able to complete the exercise of this Warrant prior
        to
        the Expiration Date because of HSR Act Restrictions, the Holder shall be
        entitled to complete the process of exercising this Warrant in accordance
        with
        the procedures contained herein notwithstanding the fact that completion
        of the
        exercise of this Warrant would take place after the Expiration
        Date.
  2.5.  Partial
        Exercise; Effective Date of Exercise .
        In case
        of any partial exercise of this Warrant, the Company shall cancel this Warrant
        upon surrender hereof and shall execute and deliver a new Warrant of like
        tenor
        and date for the balance of the shares of Common Stock purchasable hereunder.
        This Warrant shall be deemed to have been exercised immediately prior to
        the
        close of business on the date of its surrender for exercise as provided above.
        However, if Holder is subject to HSR Act filing requirements this Warrant
        shall
        be deemed to have been exercised on the date immediately following the date
        of
        the expiration of all HSR Act Restrictions. The person entitled to receive
        the
        shares of Common Stock issuable upon exercise of this Warrant shall be treated
        for all purposes as the holder of record of such shares as of the close of
        business on the date the Holder is deemed to have exercised this
        Warrant.
  **3.**  **VALID
        ISSUANCE: TAXES.** All
        shares of Common Stock issued upon the exercise of this Warrant shall be
        validly
        issued, fully paid and non-assessable, and the Company shall pay all taxes
        and
        other governmental charges that may be imposed in respect of the issue or
        delivery thereof. The Company shall not be required to pay any tax or other
        charge imposed in connection with any transfer involved in the issuance of
        any
        certificate for shares of Common Stock in any name other than that of the
        Registered Holder of this Warrant, and in such case the Company shall not
        be
        required to issue or deliver any stock certificate or security until such
        tax or
        other charge has been paid, or it has been established to the Company’s
        reasonable satisfaction that no tax or other charge is due.
  **4.**  **ADJUSTMENT
        OF PURCHASE PRICE AND NUMBER OF SHARES.** The
        number of shares of Common Stock issuable upon exercise of this Warrant (or
        any
        shares of stock or other securities or property receivable or issuable upon
        exercise of this Warrant) and the Purchase Price are subject to adjustment
        upon
        occurrence of the following events:
  -3-
 4.1.  Adjustment
        for Stock Splits, Stock Subdivisions or Combinations of Shares .
        The
        Purchase Price of this Warrant shall be proportionally decreased and the
        number
        of Warrant Shares shall be proportionally increased to reflect any stock
        split
        or subdivision of the Company’s Common Stock. The Purchase Price of this Warrant
        shall be proportionally increased and the number of Warrant Shares shall
        be
        proportionally decreased to reflect any combination of the Company’s Common
        Stock.
  4.2.  Reclassification .
        If the
        Company, by reclassification of securities or otherwise, shall change any
        of the
        securities as to which purchase rights under this Warrant exist into the
        same or
        a different number of securities of any other class or classes, this Warrant
        shall thereafter represent the right to acquire such number and kind of
        securities as would have been issuable as the result of such change with
        respect
        to the securities that were subject to the purchase rights under this Warrant
        immediately prior to such reclassification or other change and the Purchase
        Price therefore shall be appropriately adjusted, all subject to further
        adjustment as provided in this Section 4. No adjustment shall be made pursuant
        to this Section 4.2 upon any conversion or redemption of the Common Stock
        which
        is the subject of Section 4.4.
  4.3.  Adjustment
        for Capital Reorganization, Merger or Consolidation .
        In case
        of any capital reorganization of the capital stock of the Company (other
        than a
        combination, reclassification, exchange or subdivision of shares otherwise
        provided for herein), or any merger or consolidation of the Company with
        or into
        another corporation, or the sale of all or substantially all the assets of
        the
        Company then, and in each such case, as a part of such reorganization, merger,
        consolidation, sale or transfer, lawful provision shall be made so that the
        Holder of this Warrant shall thereafter be entitled to receive upon exercise
        of
        this Warrant, during the period specified herein and upon payment of the
        Purchase Price then in effect, the number of shares of stock or other securities
        or property of the successor corporation resulting from such reorganization,
        merger, consolidation, sale or transfer that a holder of the shares deliverable
        upon exercise of this Warrant would have been entitled to receive in such
        reorganization, consolidation, merger, sale or transfer if this Warrant had
        been
        exercised immediately before such reorganization, merger, consolidation,
        sale or
        transfer, all subject to further adjustment as provided in this Section 4.
        The
        foregoing provisions of this Section 4.3 shall similarly apply to successive
        reorganizations, consolidations, mergers, sales and transfers and to the
        stock
        or securities of any other corporation that are at the time receivable upon
        the
        exercise of this Warrant. If the per-share consideration payable to the Holder
        hereof for shares in connection with any such transaction is in a form other
        than cash or marketable securities, then the value of such consideration
        shall
        be determined in good faith by the Company’s Board of Directors. In all events,
        appropriate adjustment (as determined in good faith by the Company’s Board of
        Directors) shall be made in the application of the provisions of this Warrant
        with respect to the rights and interests of the Holder after the transaction,
        to
        the end that the provisions of this Warrant shall be applicable after that
        event, as near as reasonably may be, in relation to any shares or other property
        deliverable after that event upon exercise of this Warrant.
  4.4.  Conversion
        of Common Stock .
        In case
        all of the authorized and outstanding shares of Common Stock of the Company
        are
        redeemed or converted or reclassified into other securities or property pursuant
        to the Company’s Articles of Incorporation or otherwise, or the Common Stock
        otherwise ceases to exist, then, in such case, the Holder of this Warrant,
        upon
        exercise hereof at any time after the date on which the Common Stock is so
        redeemed or converted, reclassified or ceases to exist (the “ **Termination
        Date** ”),
        shall
        receive, in lieu of the number of shares of Common Stock that would have
        been
        issuable upon such exercise immediately prior to the Termination Date, the
        securities or property that would have been received if this Warrant had
        been
        exercised in full and the Common Stock received thereupon had been
        simultaneously converted immediately prior to the Termination Date, all subject
        to further adjustment as provided in this Warrant. Additionally, the Purchase
        Price shall be immediately adjusted to equal the quotient obtained by dividing
        (x) the aggregate Purchase Price of the maximum number of shares of Common
        Stock for which this Warrant was exercisable immediately prior to the
        Termination Date by (y) the number of shares of Common Stock of the Company
        for which this Warrant is exercisable immediately after the Termination Date,
        all subject to further adjustment as provided herein.
   -4-
 **5.**  **CERTIFICATE
        AS TO ADJUSTMENTS.** In
        each
        case of any adjustment in the Purchase Price, or number or type of shares
        issuable upon exercise of this Warrant, the Chief Financial Officer or
        Controller of the Company shall compute such adjustment in accordance with
        the
        terms of this Warrant and prepare a certificate setting forth such adjustment
        and showing in detail the facts upon which such adjustment is based, including
        a
        statement of the adjusted Purchase Price. The Company shall promptly send
        (by
        facsimile and by either first class mail, postage prepaid or overnight delivery)
        a copy of each such certificate to the Holder.
  **6.**  **LOSS
        OR MUTILATION.** Upon
        receipt of evidence reasonably satisfactory to the Company of the ownership
        of
        and the loss, theft, destruction or mutilation of this Warrant, and of indemnity
        reasonably satisfactory to it, and (in the case of mutilation) upon surrender
        and cancellation of this Warrant, the Company will execute and deliver in
        lieu
        thereof a new Warrant of like tenor as the lost, stolen, destroyed or mutilated
        Warrant.
  **7.**  **RESERVATION
        OF COMMON STOCK.** The
        Company hereby covenants that at all times there shall be reserved for issuance
        and delivery upon exercise of this Warrant such number of shares of Common
        Stock
        or other shares of capital stock of the Company as are from time to time
        issuable upon exercise of this Warrant and, from time to time, will take
        all
        steps necessary to amend its Articles of Incorporation to provide sufficient
        reserves of shares of Common Stock issuable upon exercise of this Warrant
        (and
        shares of its Common Stock for issuance on conversion of such Common Stock).
        All
        such shares shall be duly authorized, and when issued upon such exercise,
        shall
        be validly issued, fully paid and non-assessable, free and clear of all liens,
        security interests, charges and other encumbrances or restrictions on sale
        and
        free and clear of all preemptive rights, except encumbrances or restrictions
        arising under federal or state securities laws or restrictions provided for
        in
        Section 9 below. Issuance of this Warrant shall constitute full authority
        to the
        Company’s officers who are charged with the duty of executing stock certificates
        to execute and issue the necessary certificates for shares of Common Stock
        upon
        the exercise of this Warrant.
  **8.**  **TRANSFER
        AND EXCHANGE.** Subject
        to the terms and conditions of this Warrant and compliance with all applicable
        securities laws, this Warrant and all rights hereunder may be transferred
        in
        whole or in part, on the books of the Company maintained for such purpose
        at the
        principal office of the Company referred to above, to any Registered Holder
        parent, subsidiary or affiliate, by the Registered Holder hereof in person,
        or
        by duly authorized attorney, upon surrender of this Warrant properly endorsed
        and upon payment of any necessary transfer tax or other governmental charge
        imposed upon such transfer. Upon any permitted partial transfer, the Company
        will issue and deliver to the Registered Holder a new Warrant or Warrants
        with
        respect to the shares of Common Stock not so transferred. Each taker and
        holder
        of this Warrant, by taking or holding the same, consents and agrees that
        when
        this Warrant shall have been so endorsed, the person in possession of this
        Warrant may be treated by the Company, and all other persons dealing with
        this
        Warrant, as the absolute owner hereof for any purpose and as the person entitled
        to exercise the rights represented hereby, any notice to the contrary
        notwithstanding; provided, however that until a transfer of this Warrant
        is duly
        registered on the books of the Company, the Company may treat the Registered
        Holder hereof as the owner for all purposes.
  -5-
 **9.**  **RESTRICTIONS
        ON TRANSFER.** The
        Holder, by acceptance hereof, agrees that:
  (a)  it
        will
        not sell, transfer, pledge or hypothecate any or all of this Warrant without
        the
        prior written consent of the Company, which consent may be withheld in the
        Company’s sole and absolute discretion; and
  (b)  notwithstanding
        any consent given by the Company under Section 9(a) hereof, absent an effective
        registration statement filed with the SEC under the Securities Act of 1933,
        as
        amended (the “ **1933
        Act** ”),
        covering the disposition or sale of this Warrant or the Common Stock issued
        or
        issuable upon exercise hereof or the Common Stock issuable upon conversion
        thereof, as the case may be, and registration or qualification under applicable
        state securities laws, such Holder will not sell, transfer, pledge, or
        hypothecate any or all such Warrants or Common Stock, as the case may be,
        unless
        either (i) the Company has received an opinion of counsel, in form and
        substance reasonably satisfactory to the Company, to the effect that such
        registration is not required in connection with such disposition or
        (ii) the sale of such securities is made pursuant to SEC Rule
        144.
  **10.**  **COMPLIANCE
        WITH SECURITIES LAWS.** By
        acceptance of this Warrant, the holder hereby represents, warrants and covenants
        that any shares of stock purchased upon exercise of this Warrant or acquired
        upon conversion thereof shall be acquired for investment only and not with
        a
        view to, or for sale in connection with, any distribution thereof; that the
        Holder has had such opportunity as such Holder has deemed adequate to obtain
        from representatives of the Company such information as is necessary to permit
        the Holder to evaluate the merits and risks of its investment in the company;
        that the Holder is able to bear the economic risk of holding such shares
        as may
        be acquired pursuant to the exercise of this Warrant for an indefinite period;
        that the Holder understands that the shares of stock acquired pursuant to
        the
        exercise of this Warrant or acquired upon conversion thereof will not be
        registered under the 1933 Act (unless otherwise required pursuant to exercise
        by
        the Holder of registration rights, if any, previously granted to the registered
        Holder) and will be “restricted securities” within the meaning of Rule 144 under
        the 1933 Act and that the exemption from registration under Rule 144 will
        not be
        available for at least one year from the date of exercise of this Warrant,
        subject to any special treatment by the SEC for exercise of this Warrant
        pursuant to Section 2.2, and even then will not be available unless a public
        market then exists for the stock, adequate information concerning the Company
        is
        then available to the public, and other terms and conditions of Rule 144
        are
        complied with; and that all stock certificates representing shares of stock
        issued to the Holder upon exercise of this Warrant or upon conversion of
        such
        shares may have affixed thereto a legend substantially in the following
        form:
  -6-
 THE
        SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
        ACT
        OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE.
        THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE
        AND
        MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE
        APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION
        THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE
        FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE
        ISSUER
        OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
        SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE
        IS
        IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES
        LAWS.
  **11.**  **NO
        RIGHTS OR LIABILITIES AS STOCKHOLDERS.** This
        Warrant shall not entitle the Holder to any voting rights or other rights
        as a
        stockholder of the Company. In the absence of affirmative action by such
        Holder
        to purchase Common Stock by exercise of this Warrant, no provisions of this
        Warrant, and no enumeration herein of the rights or privileges of the Holder
        hereof shall cause such Holder hereof to be a stockholder of the Company
        for any
        purpose.
  **12.**  **NOTICES.** All
        notices and other communications from the Company to the Holder shall be
        given
        in accordance with the Exchange Agreement.
  **13.**  **HEADINGS.** The
        headings in this Warrant are for purposes of convenience in reference only,
        and
        shall not be deemed to constitute a part hereof.
  **14.**  **LAW
        GOVERNING.** This
        Warrant shall be construed and enforced in accordance with, and governed
        by, the
        laws of the State of Florida **** without
        regard to its conflict of laws provisions and venue shall rest solely in
        the
        Federal or state courts located in **** Broward
        County, Florida.
  **15.**  **NO
        IMPAIRMENT.** The
        Company will not, by amendment of its Articles of Incorporation or bylaws,
        or
        through reorganization, consolidation, merger, dissolution, issue or sale
        of
        securities, sale of assets or any other voluntary action, avoid or seek to
        avoid
        the observance or performance of any of the terms of this Warrant, but will
        at
        all times in good faith assist in the carrying out of all such terms and
        in the
        taking of all such action as may be necessary or appropriate in order to
        protect
        the rights of the Registered Holder of this Warrant against impairment. Without
        limiting the generality of the foregoing, the Company (a) will not increase
        the
        par value of any shares of stock issuable upon the exercise of this Warrant
        above the amount payable therefor upon such exercise, and (b) will take all
        such
        action as may be necessary or appropriate in order that the Company may validly
        and legally issue fully paid and non-assessable shares of Common Stock upon
        exercise of this Warrant.
  -7-
 **16.**  **NOTICES
        OF RECORD DATE.** In
        case:
  16.1.  the
        Company shall take a record of the holders of its Common Stock (or other
        stock
        or securities at the time receivable upon the exercise of this Warrant),
        for the
        purpose of entitling them to receive any dividend or other distribution,
        or any
        right to subscribe for or purchase any shares of stock of any class or any
        other
        securities or to receive any other right; or
  16.2.  of
        any
        consolidation or merger of the Company with or into another corporation,
        any
        capital reorganization of the Company, any reclassification of the Capital
        Stock
        of the Company, or any conveyance of all or substantially all of the assets
        of
        the Company to another corporation in which holders of the Company’s stock are
        to receive stock, securities or property of another corporation; or
  16.3.  of
        any
        voluntary dissolution, liquidation or winding-up of the Company; or
  16.4.  of
        any
        redemption or conversion of all outstanding Common Stock;
  then,
        and
        in each such case, the Company will mail or cause to be mailed to the Registered
        Holder of this Warrant a notice specifying, as the case may be, (i) the
        date on which a record is to be taken for the purpose of such dividend,
        distribution or right, or (ii) the date on which such reorganization,
        reclassification, consolidation, merger, conveyance, dissolution, liquidation,
        winding-up, redemption or conversion is to take place, and the time, if any
        is
        to be fixed, as of which the holders of record of Common Stock or (such stock
        or
        securities as at the time are receivable upon the exercise of this Warrant),
        shall be entitled to exchange their shares of Common Stock (or such other
        stock
        or securities), for securities or other property deliverable upon such
        reorganization, reclassification, consolidation, merger, conveyance,
        dissolution, liquidation or winding-up. Such notice shall be delivered at
        least
        thirty (30) days prior to the date therein specified.
  **17.**  **SEVERABILITY.** If
        any
        term, provision, covenant or restriction of this Warrant is held by a court
        of
        competent jurisdiction to be invalid, void or unenforceable, the remainder
        of
        the terms, provisions, covenants and restrictions of this Agreement shall
        remain
        in full force and effect and shall in no way be affected, impaired or
        invalidated.
  **18.**  **COUNTERPARTS.** For
        the
        convenience of the parties, any number of counterparts of this Warrant may
        be
        executed by the parties hereto and each such executed counterpart shall be,
        and
        shall be deemed to be, an original instrument.
  **19.**  **SATURDAYS,
        SUNDAYS AND HOLIDAYS.** If
        the
        Expiration Date falls on a Saturday, Sunday or legal holiday, the Expiration
        Date shall automatically be extended until 5:00 p.m. the next business
        day.
  **20.**  **DERIVATIVES.** If for
        any reason, this Warrant or any provision thereof be interpreted or deemed
        to
        result in Issuer derivative liability under generally accepted accounting
        principles, as interpreted and enforced by the U.S. Securities and Exchange
        Commission, then the parties will amend this Warrant, *ab
        initio* ,
        to the
        full extent necessary to eliminate such derivative liability.
  -8-
  **IN
        WITNESS WHEREOF,** the
        parties hereto have executed this Warrant as of the Effective Date.
 
  **[HOLDER]**
 
 **Ener1
        Group, Inc.**
  By:Name:Title:
 **[ISSUER** ]
 
 **Ener1,
        Inc.,**
 a
        Florida
        corporation
  By:Name:Title:
  -9-
 
 **EXHIBIT
        1**
  **NOTICE
        OF EXERCISE**
  (To
        be
        executed upon exercise of Warrant)
  **ENER1,
                  INC.**
              WARRANT
                  NO. 063006A
  The
        undersigned hereby irrevocably elects to exercise the right of purchase
        represented by the within Warrant Certificate for, and to purchase thereunder,
        the securities of Ener1, Inc., as provided for therein, and (check the
        applicable box):
  o
              Tenders
                  herewith payment of the exercise price in full in the form of cash
                  or a
                  certified or official bank check in same-day funds in the amount
                  of
                  $____________ for _________ such
                  securities.
  o
              Elects
                  the Easy Sale Exercise option pursuant to Section 2.2 of the Warrant,
                  and accordingly requests delivery of a net of ______________ of
                  such
                  securities.
  Please
        issue a certificate or certificates for such securities in the name of, and
        pay
        any cash for any fractional share to (please print name, address and social
        security number):
  Name:Address:Signature:
 
  Note:
        The
        above signature should correspond exactly with the name on the first page
        of
        this Warrant Certificate or with the name of the assignee appearing in the
        assignment form below.
  If
        said
        number of shares shall not be all the shares purchasable under the within
        Warrant Certificate, a new Warrant Certificate is to be issued in the name
        of
        said undersigned for the balance remaining of the shares purchasable thereunder
        rounded up to the next higher whole number of shares.