FIRST AMENDMENT TO AGREEMENT AND PLAN OF
MERGER

THIS
FIRST AMENDMENT (the AMENDMENT) to the Agreement and Plan of Merger dated as
of June 9, 2004, by and among Splinex Technology Inc., a Delaware corporation
(Splinex), Ener1 Acquisition Corp., a Delaware corporation
(Acquisition) and Ener1, Inc., a Florida corporation (Ener1), (the
MERGER AGREEMENT), is entered into as of October 13, 2004 by and among
Splinex, Acquisition and Ener1. Terms used herein and not otherwise defined have the
meanings set forth in the Merger Agreement.

WHEREAS,
the parties hereto desire to amend the Merger Agreement to modify certain provisions.

NOW,
THEREFORE, in consideration of the foregoing, of mutual promises of the parties hereto and
of other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree to amend the Merger Agreement as follows:

1.       
          Section 1.8 is hereby deleted in its entirety and replaced with the following:

| | 1.8 | DIVIDEND;
DISTRIBUTION AGENT AND PROCEDURES.
| | --- | --------------------------------------------

(a)       
          At or immediately following the Effective Time, Ener1 shall declare a dividend
          of the Merger Consideration in order to distribute all of the Merger
          Consideration on a pro rata basis (the DISTRIBUTION) to the holders
          as of the close of business on the Ener1 Record Date of the outstanding common
          stock, par value $0.01 per share, of Ener1 (the ENER1 COMMON STOCK).

(b)       
          To effect the Distribution, the Surviving Corporation will deliver the Merger
          Consideration to the transfer agent for the Surviving Corporation (the
          Distribution Agent) for allocation as of the Effective Time to the
          holders of record of Ener1 Common Stock as of the Ener1 Record Date. The
          distribution agent will credit each owner of Ener1 Common Stock as of the close
          of business on the Ener1 Record Date through book-entry in the records of the
          Surviving Corporation with the number of whole shares of common stock of the
          Surviving Corporation distributed to the Ener1 shareholder. Beginning on or
          about the Effective Time, the distribution agent will begin mailing account
          statements to these Ener1 shareholders indicating the number of shares of common
          stock of the Surviving Corporation that each such shareowner owns.

(c)       
          The Surviving Corporation shall instruct its transfer agent to deliver, without
          charge, upon the request of any stockholder whose ownership of common stock of
          the Surviving Corporation is registered in book-entry form, physical
          certificates representing the number of shares of common stock of the Surviving
          Corporation owned by such stockholder.

(d)       
          If, following the Ener1 Record Date, any holder of Convertible Securities that
          has elected to receive shares of common stock of the Surviving Corporation (any
          such holder, a Participating Holder) upon conversion or exercise of
          its Convertible Securities shall convert or exercise, in whole or in part, its
          Convertible Securities into Ener1 Common Stock, the Surviving

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Corporation shall issue to such Ener1
shareholder that number of whole shares of common stock of the Surviving Corporation that
such shareholder would have received in the Distribution if such conversion or exercise
had been effective as of the Ener1 Record Date, together with any dividends or
distributions thereon having a record date after the Effective Time. Ener1 shall notify
the Surviving Corporation of (i) its receipt of notice from a Participating Holder that
such holder has elected to convert or exercise its Convertible Securities and the number
of shares of Ener1 Common Stock such holder will receive upon such conversion or exercise
and (ii) the issuance of such shares of Ener1 Common Stock to such holder.

(e)       
          The Surviving Corporation shall be entitled, and may instruct the Distribution
          Agent, to deduct and withhold from the consideration otherwise payable pursuant
          to this Agreement such amounts required to be deducted and withheld with respect
          to the making of such payments under the Code or any provision of U.S., State or
          local or foreign tax law. Any withheld amounts shall be treated for all purposes
          of this Agreement as having been paid to the applicable shareholder of Ener1
          Common Stock.

(f)       
          Notwithstanding anything herein to the contrary, no certificate or scrip
          representing fractional shares of common stock of the Surviving Corporation
          shall be issued in the Distribution and, to the extent any Ener1 shareholder
          would be entitled to receive a fractional share of common stock of the Surviving
          Corporation, such fractional share interests will not entitle any such
          shareholder to vote or to any rights as a stockholder of the Surviving
          Corporation. All fractional interests in the common stock of the Surviving
          Corporation that would otherwise be issuable in the Distribution shall be
          aggregated; provided, that if a fractional interest results from such
          aggregation, the holder shall not be entitled to receive such fractional
          interest. Ener1 may direct the Distribution Agent to aggregate all fractional
          interests in the common stock of the Surviving Corporation resulting from the
          Merger and sell shares representing such aggregate interests in the public
          market and pay such proceeds to Ener1.

2.       
          Section 1.9 is hereby deleted in its entirety and replaced with the following:

| | 1.9 | NO FURTHER OWNERSHIP RIGHTS IN ACQUISITION COMMON STOCK. All shares of common stock of
the Surviving Corporation issued pursuant to Section 1.1(b) and Section 1.8(d), if any,
shall be deemed to have been issued in full satisfaction of all rights pertaining to the
shares of common stock of Splinex converted in the Merger in accordance with Section 1.1.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

3.       
          Section 1.10 is hereby deleted in its entirety and replaced with the following:

| | 1.10 | RESERVED.
| | ---- | ---------

4.       
          The first sentence of Section 5.8(a) is hereby deleted in its entirety and
          replaced with the following:

| | 5.8 | PREPARATION
OF FORM S-1; OTC BULLETIN BOARD.
| | --- | --------------------------------------------

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(a)       
          Promptly following the execution of this Agreement, Splinex and Ener1 shall
          prepare and file with the Securities and Exchange Commission (the
          SEC) a registration statement on Form S-1 to register (i) the
          Distribution and (ii) the resale of the common stock of the Surviving
          Corporation held by affiliates of the Surviving Corporation, including, without
          limitation, Splinex, LLC and Ener1 Group, Inc. (the SELLING
          STOCKHOLDERS), including any shares of common stock of the Surviving
          Corporation held by the Selling Stockholders prior to the Merger and any shares
          of common stock of the Surviving Corporation received by the Selling
          Stockholders in the Distribution (the REGISTRATION STATEMENT).

5.       
          Section 5.8(c) is hereby deleted in its entirety and replaced with the
          following:

(c)       
          Ener1 shall pay, by wire transfer of immediately available funds to the SEC, any
          registration fee required by the SEC in connection with the Registration
          Statement. In addition, Ener1 shall pay $150,000 in expenses incurred in
          connection with the Registration Statement. All other expenses incurred in
          connection with the Registration Statement, including (without limitation) all
          printing, legal and accounting fees, shall be borne by Splinex. All underwriting
          discounts and commissions and fees and expenses of counsel and other advisors to
          each Selling Stockholder shall be borne by such Selling Stockholder.

6.       
          Section 7.11 is hereby deleted in its entirety and replaced with the following:

7.11
RESERVED.

7.       
          Section 11.3 is hereby revised by deleting the definitions of Exchange
          Agent and Exchange Fund from Section 11.3.

8.       
          All the terms and provisions of this Amendment shall be binding upon and inure
          to the benefit of and be enforceable by the respective successors and assigns of
          the parties hereto.

9.       
          Any amendment, modification or revision of this Amendment and any waiver of
          compliance or consent with respect hereto shall be effective only if in a
          written instrument executed by the parties hereto. No waiver on the part of any
          party of any right, power or privilege under the Merger Agreement, nor any
          single or partial exercise of any right, power or privilege under the Merger
          Agreement, shall preclude any other or further exercise thereof or the exercise
          of any other right, power or privilege under the Merger Agreement.

10.       
          This Amendment shall be governed by and interpreted and enforced in accordance
          with the laws of the State of Florida as applied to contracts made and fully
          performed in such state.

11.       
          If any term or other provision of this Amendment is determined to be invalid,
          illegal or incapable of being enforced by any rule of law or public policy, all
          other terms and provisions of the Amendment shall remain in full force and
          effect. Upon such determination, the parties hereto shall negotiate in good
          faith to modify this Amendment so as to give effect to the original intent of
          the parties to the fullest extent permitted by applicable law.

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12.       
          All section headings herein are for convenience only and shall in no way modify
          or restrict any of the terms or provisions hereof.

13.       
          This Amendment may be executed by facsimile signature which shall be deemed to
          be an original for all purposes and may be executed in any number of
          counterparts, each of which shall be deemed to be an original and all of which,
          when taken together, shall constitute one and the same instrument.

IN
WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have duly
executed this Amendment as of the date first above written.

| |  | SPLINEX TECHNOLOGY INC.BY: /S/ MICHAEL STOJDA
MICHAEL STOJDAChief Executive Officer
| |  | -------------------------------------------------------------------------------------------------

| |  | ENER1 ACQUISITION, INC.BY: /S/ KEVIN P. FITZGERALD
KEVIN P. FITZGERALDPresident
| |  | ---------------------------------------------------------------------------------------------

| |  | ENER1, INC.BY: /S/ KEVIN P. FITZGERALD
KEVIN P. FITZGERALDChief Executive Officer
| |  | -----------------------------------------------------------------------------------------------

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