# SUBSCRIPTION AGREEMENT

This
Subscription Agreement (this Agreement), dated effective as of October 15,
2004, by and between Ener1, Inc., a Florida corporation (together with its successors and
permitted assigns, the Issuer), and the undersigned investor (together with
its successors and permitted assigns, the Investor).

# RECITALS

Subject
to the terms and conditions of this Agreement, the Investor desires to subscribe for and
purchase, and the Issuer desires to issue and sell to the Investor, 150,000 shares (the
Shares) of the Issuers Series B 7% Convertible Preferred Stock, par
value USD .01 per share (the Series B Preferred), having a face value of USD
100.00 per share (said Series B Preferred being further described in the Certificate of
Designations attached hereto as Exhibit A), said Series B Preferred and warrants
(the Warrants, and together with the Series B Preferred, the
Securities) to purchase (i) 4,166,666 shares of the Issuers common
stock, par value $0.01 per share, at an exercise price of $1.25 per share, and (ii)
4,166,666 shares of the Issuers common stock, par value $0.01 per share, at an
exercise price of $1.50 per share (collectively, the Common Stock), the terms
of the Warrants being more fully described in the forms thereof, attached hereto as
Exhibit B and C, respectively. The Issuer is offering the Securities in a private
placement (the Private Placement) to the Investor for an aggregate purchase
price of Fifteen Million United States Dollars (USD 15,000,000 (the Purchase
Price), and on the other terms and conditions contained in this Agreement, including
its exhibits.

# TERMS OF AGREEMENT

In
consideration of the mutual representations and warranties, covenants and agreements
contained herein, the parties hereto agree as follows:

# ARTICLE 1SUBSCRIPTION AND
ISSUANCE OF SECURITIES

1.1
Subscription and Issuance of Securities. Subject to the terms and
conditions of this Agreement, the Issuer will issue and sell to the Investor and the
Investor subscribes for and will purchase from the Issuer the Securities set forth in the
above recital.

1.2
     Legend.  Any certificate or certificates representing the Securities shall bear the
following legend:

| | THE
SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE
DISPOSED OF BY THE HOLDER EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND IN COMPLIANCE WITH APPLICABLE SECURITIES
LAWS OF ANY STATE WITH RESPECT THERETO OR IN ACCORDANCE WITH AN OPINION OF COUNSEL IN
FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER THAT AN EXEMPTION FROM SUCH REGISTRATION IS
AVAILABLE AND ALSO MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN
COMPLIANCE WITH ANY APPLICABLE RULES OF THE SECURITIES AND EXCHANGE COMMISSION.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# ARTICLE 2CLOSING

2.1
Closing. The closing of the transaction shall take place on October
15, 2004. The Closing shall take place at a location or locations agreed to between
the parties hereto. In the Closing, the Issuer and Investor shall exchange fax signatures
and subsequently exchange executed hardcopies of the agreements contemplated herein. The
Investor shall wire to the Issuer USD 15,000,000 in accordance with the below wire
transfer instructions, upon receipt of the Issuers signature via facsimile on this
Subscription Agreement, Certificate of Designations and the Warrants. The Investor and the
Issuer shall exchange hard copy signed versions of this Agreement and the other agreements
contemplated herein via international overnight courier, and the Issuer shall also send to
the Investor original stock certificates for the Series B Preferred in denominations of
150,000 shares within ten (10 days of receipt of the above wired payment.

Wire Transfer
Instructions:

Wachovia Bank NA200 South
Biscayne Blvd., 15th Floor Miami, FL  33131Phone:
305-789-5036Acct Manager:  John
Costa

SWIFT: 
PNBPUS33CHA  ABA:   
063000021 Acct:  2000016080449Acct
Name:  Ener1 Inc Money Market Beneficiary:

Ener1, Inc. 500 W. Cypress Creek
Road, Suite 100Fort Lauderdale, FL  33309 Phone:  954-556-4020

2.2
     Termination.  This Agreement may be terminated at any time prior to the Closing:

| | (a)       
               by mutual written consent of the Issuer and the Investor;
| | -----------------------------------------------------------------------------------

| | (b)       
               by the Investor, upon a material breach of any material representation,
               warranty, covenant, or agreement on the part of the Issuer set forth in this
               Agreement, or if any material representation and warranty of the Issuer shall
               have become untrue in any material respect, in either case such that the
               conditions in Section 6.1 would be incapable of being satisfied by the date of
               the Closing; or
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)       
               by the Issuer, upon a material breach of any material representation and
               warranty, covenant or agreement on the part of the Investor set forth in this
               Agreement, or if any material representation and warranty of the Investor shall
               have become untrue in any material respect, in either case such that the
               conditions in Section 6.2 would be incapable of being satisfied by the date of
               the Closing.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

2.3
Effect of Termination. In the event of termination of this Agreement
pursuant to Section 2.2, this Agreement shall forthwith become void, there shall be no
liability on the part of the Issuer or the Investor to each other and all rights and
obligations of any party hereto shall cease; provided, however, that nothing herein shall
relieve any party from liability for the willful breach of any of its representations,
warranties, covenants or agreements set forth in this Agreement.

# ARTICLE 3 REPRESENTATIONS AND
WARRANTIES OF THE ISSUER

As
a material inducement to the Investor entering into this Agreement and subscribing for the
Shares, the Issuer represents and warrants to the Investor as follows:

3.1
Corporate Status. The Issuer is a corporation, duly organized,
validly existing and in good standing under the laws of the jurisdiction in which it is
incorporated.

3.2
Corporate Power and Authority. The Issuer has the corporate power and
authority to execute and deliver this Agreement and to perform its obligations hereunder
and consummate the transactions contemplated hereby. The Issuer has taken all necessary
corporate action to authorize the execution, delivery and performance of this Agreement
and the transactions contemplated hereby.

3.3
Enforceability. This Agreement has been duly executed and delivered by the
Issuer and constitutes a legal, valid and binding obligation of the Issuer, enforceable
against the Issuer in accordance with its terms, except as the same may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
the enforcement of creditors rights generally and general equitable principles,
regardless of whether such enforceability is considered in a proceeding at law or in
equity.

3.4
No Violation. The execution and delivery by the Issuer of this Agreement,
the consummation of the transactions contemplated hereby, and the compliance by the Issuer
with the terms and provisions hereof (including, without limitation, the Issuers
issuance to the Investor of the Shares as contemplated by and in accordance with this
Agreement), will not result in a default under (or give any other party the right, with
the giving of notice or the passage of time (or both), to declare a default or accelerate
any obligation under) or violate the Articles of Incorporation or By-laws of the Issuer or
any material contract to which the Issuer is a party (except to the extent such a default
would not, in the case of a contract, have a Material Adverse Effect on the Issuer), or
any requirement of law applicable to the Issuer, or result in the creation or imposition
of any material lien upon any of the capital stock, properties or assets of the Issuer or
any of its subsidiaries (except where such lien would not have a Material Adverse Effect
on the Issuer). No consents, filings, authorizations or other actions of any governmental
authority are required for the Issuers execution, delivery and performance of this
Agreement. No consent, approval, waiver or other action by any Person under any contract
to which the Issuer is a party or by which the Issuer or any of its properties or assets
are bound is required or necessary for the execution, delivery or performance by the
Issuer of this Agreement and the consummation of the transactions contemplated hereby,
except where the failure to obtain such consents would not have a Material Adverse Effect
on the Issuer.

3.5
Valid Issuance of Securities. Upon payment of the Purchase Price by the
Investor and delivery to the Investor of the certificates for the Securities, such
Securities will be validly issued, fully paid and non-assessable.

3.6
SEC Filings and Other Filings. The Issuer has made all filings required to
be made by it under the Securities Act and the Exchange Act, and any rules and regulations
promulgated thereunder (the SEC Filings) and pursuant to any other
requirements of law (the Other Filings), except for such failures to make any
such filings that would not have a material adverse effect on the Issuer. The SEC Filings
and the Other Filings, when filed, complied in all material respects with all applicable
requirements of the Securities Act, the Exchange Act and other requirements of law. None
of the SEC Filings or the Other Filings, at the time of filing, contained any untrue
statement of a material fact or omitted to state a material fact required to be stated
therein or necessary in order to make the statements therein not misleading in light of
the circumstances in which they were made. The Issuer has made accessible to the Investor
true, accurate and complete copies of all SEC Filings which were filed with the SEC. Each
balance sheet included in the SEC Filings (including any related notes and schedules)
fairly presents in all material respects the consolidated financial position of the Issuer
as of its date, and each of the other financial statements included in the SEC Filings
(including any related notes and schedules) fairly presents in all material respects the
consolidated results of operations or other information therein of the Issuer for the
periods or as of the dates therein set forth in accordance with GAAP consistently applied
during the periods involved (except that the interim reports are subject to adjustments
which might be required as a result of year end audit and except as otherwise stated
therein).

3.7
Use of Proceeds. The proceeds of the offering and sale of the Securities of
the Issuer offered hereby, net of payment of expenses, will be used by the Issuer for the
purchase of common stock in a lithium battery company to be formed by the Issuer and
Delphi Automotive Systems, LLC.

# ARTICLE 4 REPRESENTATIONS AND
WARRANTIES OF THE INVESTOR

As
a material inducement to the Issuer entering into this Agreement and issuing the Shares,
the Investor represents and warrants to the Issuer as follows:

4.1
Power and Authority. The Investor is an entity duly organized, validly
existing and in good standing under the laws of the state or province and country of its
incorporation or formation. The Investor has the corporate, partnership or other power and
authority under applicable law to execute and deliver this Agreement and consummate the
transactions contemplated hereby, and has all necessary authority to execute, deliver and
perform its obligations under this Agreement and consummate the transactions contemplated
hereby. The Investor has taken all necessary action to authorize the execution, delivery
and performance of this Agreement and the transactions contemplated hereby.

4.2
No Violation. The execution and delivery by the Investor of this Agreement,
the consummation of the transactions contemplated hereby, and the compliance by the
Investor with the terms and provisions hereof, will not result in a default under (or give
any other party the right, with the giving of notice or the passage of time (or both), to
declare a default or accelerate any obligation under) or violate any charter or similar
documents of the Investor or any contract to which the Investor is a party or by which it
or its properties or assets are bound, or violate any requirement of law applicable to the
Investor, other than such violations or defaults which, individually and in the aggregate,
do not and will not have a Material Adverse Effect on the Investor.

4.3
Consents/Approvals. No consents, filings, authorizations or actions of any
Governmental Authority are required for the Investors execution, delivery and
performance of this Agreement. No consent, approval, waiver or other actions by any Person
under any contract to which the Investor is a party or by which the Investor or any of its
properties or assets are bound is required or necessary for the execution, delivery and
performance by the Investor of this Agreement and the consummation of the transactions
contemplated hereby.

4.4
Enforceability. This Agreement has been duly executed and delivered by the
Investor and constitutes a legal, valid and binding obligation of the Investor,
enforceable against the Investor in accordance with its terms, except as enforceability
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar
laws affecting the enforcement of creditors rights generally and general equitable
principles, regardless of whether enforceability is considered in a proceeding at law or
in equity.

4.5
Investment Intent. The Investor is acquiring the Securities with no present
intention of distributing or selling such Securities and further agrees not to transfer
such Securities in violation of the Securities Act or any applicable state securities law.
The Investor agrees that it will not sell or otherwise dispose of any of the Securities
unless such sale or other disposition has been registered under the Securities Act or, in
the opinion of counsel acceptable to the Issuer, is exempt from registration under the
Securities Act and has been registered or qualified or, in the opinion of such counsel
acceptable to the Issuer, is exempt from registration or qualification under applicable
state securities laws. The Investor understands that the offer and sale by the Issuer of
the Securities being acquired by the Investor hereunder has not been registered under the
Securities Act by reason of their contemplated issuance in transactions exempt from the
registration and prospectus delivery requirements of the Securities Act pursuant to
Section 4(2) thereof, and that the reliance of the Issuer on such exemption from
registration is predicated in part on these representations and warranties of the
Investor. The Investor acknowledges that pursuant to Section 1.2 of this Agreement a
restrictive legend consistent with the foregoing has been or will be placed on the
certificates representing the Securities.

4.6
Accredited Investor. The Investor is an accredited investor as
such term is defined in Rule 501(a) of Regulation D under the Securities Act (a copy of
which is attached hereto as Exhibit D), and has such knowledge and experience
in financial and business matters that it is capable of evaluating the merits and risks of
the investment to be made by it hereunder.

4.7
Adequate Information. The Investor has received from the Issuer, and has
reviewed, such information which the Investor considers necessary or appropriate to
evaluate the risks and merits of an investment in the Securities.

4.8
Opportunity to Question. The Investor has had the opportunity to question,
and has questioned, to the extent deemed necessary or appropriate, representatives of the
Issuer so as to receive answers and verify information obtained in the Investors
examination of the Issuer.

4.8
No Other Representations. No oral or written representations have been made
to the Investor in connection with the Investors acquisition of the Shares which
were in any way inconsistent with the information reviewed by the Investor. The Investor
acknowledges that no representations or warranties of any type or description have been
made to it by any Person with regard to the Issuer, any of its subsidiaries, any of their
respective businesses, properties or prospects or the investment contemplated herein,
other than the representations and warranties set forth in Article III hereof.

4.9
Knowledge and Experience. The Investor has such knowledge and experience in
financial, tax and business matters, including substantial experience in evaluating and
investing in common stock and other securities (including the common stock and other
securities of new and speculative companies), so as to enable the Investor to utilize the
information made available by the Issuer to the Investor in order to evaluate the merits
and risks of an investment in the Securities and to make an informed investment decision
with respect thereto.

4.10
Independent Decision. The Investor is not relying on the Issuer or on any
legal or other opinion in the materials reviewed by the Investor with respect to the
financial or tax considerations of the Investor relating to its investment in the
Securities . The Investor has relied solely on the representations and warranties,
covenants and agreements of the Issuer in this Agreement (including the Exhibits hereto)
and on its examination and independent investigation in making its decision to acquire the
Securities .

4.11
Commissions. The Investor has not incurred any obligation for any
finders or brokers or agents fees or commissions in connection with the
transactions contemplated hereby.

4.12
Information Provided to the Issuer. All information that the Investor has
provided to the Issuer concerning its investment in the Securities is true and correct as
of the date hereof.

# ARTICLE 5COVENANTS

5.1
Further Assurances. Each party shall execute and deliver such additional
instruments and other documents and shall take such further actions as may be necessary or
appropriate to effectuate, carry out and comply with all of the terms of this Agreement
and the transactions contemplated hereby. Each of the Investor and the Issuer shall make
on a prompt and timely basis all governmental or regulatory notifications and filings
required to be made by it with or to any governmental authority in connection with the
consummation of the transactions contemplated hereby. The Issuer and the Investor each
agree to cooperate with the other in the preparation and filing of all forms,
notifications, reports and information, if any, required or reasonably deemed advisable
pursuant to any requirement of law in connection with the transactions contemplated by
this Agreement and to use their respective best efforts to agree jointly on a method to
overcome any objections by any governmental authority to any such transactions. Except as
may be specifically required hereunder, neither of the parties hereto or their respective
affiliates shall be required to agree to take any action that in the reasonable opinion of
such party would result in or produce a Material Adverse Effect on such party. The parties
also agree to use best efforts to defend all lawsuits or other legal proceedings
challenging this Agreement or the consummation of the transactions contemplated hereby and
to lift or rescind any injunction or restraining order or other order adversely affecting
the ability of the parties to consummate the transactions contemplated hereby.

5.2
Compliance with U.S. Securities Laws and Other Laws. Each party hereto shall
comply with all applicable U.S. securities laws and other laws, including, without
limitation, the filing of all disclosure forms required by such laws and such other
reporting of the transactions contemplated herein as may be required by applicable
securities laws or other laws.

5.3
Notification of Certain Matters. Each party hereto shall give prompt notice
to the other party of the occurrence, or non-occurrence, of any event which would be
likely to cause any representation and warranty herein to be untrue or inaccurate, or any
covenant, condition or agreement herein not to be complied with or satisfied.

5.4
Conversion and Registration Rights. In the event that the Issuer shall file
a registration statement with the U.S. Securities and Exchange Commission subsequent to
the issuance of the Series B Preferred hereunder, the Investor shall have the right to
convert that number of shares of its Series B Preferred Stock equal to up to 50% of the
then unredeemed aggregate Liquidation Value of said Series B Preferred Stock into Common
Stock of the Corporation, solely for the purpose of including said Common Stock in said
registration and selling said Common Stock in the offering for which said registration is
filed. The conversion ratio shall be established by dividing the Liquidation Value per
share of Series B Preferred by the Common Stock price established for the Issuers
Common Stock in the offering. Said rights of conversion and registration shall be subject
to the discretion of the underwriters as to the inclusion of said Common Stock in said
offering and to the effectiveness of said registration statement.

# ARTICLE 6

# CONDITIONS TO CLOSING

6.1
Conditions to the Obligations of the Investor. The obligations of the
Investor to proceed with the Closing is subject to the following conditions any and all of
which may be waived, in whole or in part, to the extent permitted by applicable law:

| | (a)       
               Representations and Warranties. Each of the representations and
               warranties of the Issuer contained in this Agreement shall be true and correct
               in all material respects as of the Closing as though made on and as of the
               Closing, except (i) for changes specifically permitted by this Agreement, and
               (ii) that those representations and warranties which address matters only as of
               a particular date shall remain true and correct as of such date, except in any
               case for such failures to be true and correct which would not, individually or
               in the aggregate, have a Material Adverse Effect on the Issuer.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)       
               Agreement and Covenants. The Issuer shall have performed or complied in
               all material respects with all agreements and covenants required by this
               Agreement to be performed or complied with by it on or prior to the Closing.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)       
               No Order. No governmental authority or other agency or commission or
               federal or state court of competent jurisdiction shall have enacted, issued,
               promulgated, enforced or entered any statute, rule, regulation, executive order,
               decree, injunction, or other order (whether temporary, preliminary or permanent)
               which is in effect and which materially restricts, prevents or prohibits
               consummation of the Closing or any transaction contemplated by this Agreement.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

6.2
Conditions to the Obligations of the Issuer. The obligations of the Issuer
to proceed with the Closing is subject to the following conditions any and all of which
may be waived, in whole or in part, to the extent permitted by applicable law:

| | (a)       
               Representations and Warranties. Each of the representations and
               warranties of the Investor contained in this Agreement shall be true and correct
               as of the Closing as though made on and as of the Closing, except (i) for
               changes specifically permitted by this Agreement, and (ii) that those
               representations and warranties which address matters only as of a particular
               date shall remain true and correct as of such date, except in any case for such
               failures to be true and correct which would not, individually or in the
               aggregate, have a Material Adverse Effect on the Investor. Unless the Issuer
               receives written notification to the contrary at the Closing, the Issuer shall
               be entitled to assume that the preceding is accurate in all respects at the
               Closing.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)       
               Agreement and Covenants. The Investor shall have performed or complied in
               all material respects with all agreements and covenants required by this
               Agreement to be performed or complied with by it on or prior to the Closing.
               Unless the Issuer receives written notification to the contrary at the Closing,
               the Issuer shall be entitled to assume that the preceding is accurate in all
               respects at the Closing.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)       
               No Order. No governmental authority or other agency or commission or
               federal or state court of competent jurisdiction shall have enacted, issued,
               promulgated, enforced or entered any statute, rule, regulation, executive order,
               decree, injunction, or other order (whether temporary, preliminary or permanent)
               which is in effect and which materially restricts, prevents or prohibits
               consummation of the Closing or any transaction contemplated by this Agreement.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# ARTICLE 7 GENERAL PROVISIONS

7.1
Notices. All notices, requests, demands, claims, and other communications
hereunder shall be in writing and shall be delivered by certified or registered mail
(first class postage pre-paid), guaranteed overnight delivery, or facsimile transmission
if such transmission is confirmed by delivery by certified or registered mail (first class
postage pre-paid) or guaranteed overnight delivery, to the following addresses and
telecopy numbers (or to such other addresses or telecopy numbers which such party shall
subsequently designate in writing to the other party):

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)      if to the Issuer to:
         Ener1, Inc.
         500 W. Cypress Creek Road, Suite 100
         Ft. Lauderdale, FL 33309
         Attn: Chief Executive Officer
         Telephone:  (954) 556.4020
         Facsimile:   (954) 776-5337
         with a copy to:
         Ener1, Inc.
         500 W. Cypress Creek Road, Suite 100
         Ft. Lauderdale, FL 33309
         Attn: General Counsel
         Telephone:  (954) 556.4020
         Facsimile:   (954) 776-3359
(b)      if to the Investor to:
         Cofis Compagnie Fiduciaire S.A.
         Cours des Bastions 4
         Case postale 5325
         CH-1211 Geneve 11
         Attn: Mr. Gerald Calame
         Tel.:   +41 (0)22 809 10 70
         Fax :   +41 (0)22 809 10 79
         E-mail : g.calame@cofisfiduciaire.ch
         with a copy to: [to be designated by Investor]
         __________________________
         __________________________
         __________________________

7.2
Remedies.

| | (a)       
               Each of the Investor and the Issuer acknowledge that the other party would not
               have an adequate remedy at law for money damages in the event that any of the
               covenants or agreements of such party in this Agreement was not performed in
               accordance with its terms, and it is therefore agreed that each of the Investor
               and the Issuer in addition to and without limiting any other remedy or right
               such party may have, shall have the right to an injunction or other equitable
               relief in any court of competent jurisdiction, enjoining any such breach and
               enforcing specifically the terms and provisions hereof, and each of the Investor
               and the Issuer hereby waive any and all defenses such party may have on the
               ground of lack of jurisdiction or competence of the court to grant such an
               injunction or other equitable relief.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)       
               All rights, powers and remedies under this Agreement or otherwise available in
               respect hereof at law or in equity shall be cumulative and not alternative, and
               the exercise or beginning of the exercise of any thereof by any party shall not
               preclude the simultaneous or later exercise of any other such right, power or
               remedy by such party.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

7.3 Entire
Agreement. This Agreement (including the Exhibits attached hereto) and other
documents delivered at the Closing pursuant hereto, contains the entire understanding of
the parties in respect of its subject matter and supersedes all prior agreements and
understandings between or among the parties with respect to such subject matter. The
Exhibits constitute a part hereof as though set forth in full above.

7.4 Expenses;
Taxes. Except as otherwise provided in this Agreement, the parties shall pay their
own fees and expenses, including their own counsel fees, incurred in connection with this
Agreement or any transaction contemplated hereby. Any sales tax, stamp duty, deed transfer
or other tax (except taxes based on the income of the Investor) arising out of the
issuance of the Securities by the Issuer to the Investor and consummation of the
transactions contemplated by this Agreement shall be paid by the Issuer.

7.5 Amendment;
Waiver. This Agreement may not be modified, amended, supplemented, canceled or
discharged, except by written instrument executed by both parties. No failure to exercise,
and no delay in exercising, any right, power or privilege under this Agreement shall
operate as a waiver, nor shall any single or partial exercise of any right, power or
privilege hereunder preclude the exercise of any other right, power or privilege. No
waiver of any breach of any provision shall be deemed to be a waiver of any preceding or
succeeding breach of the same or any other provision, nor shall any waiver be implied from
any course of dealing between the parties. No extension of time for performance of any
obligations or other acts hereunder or under any other agreement shall be deemed to be an
extension of the time for performance of any other obligations or any other acts. The
rights and remedies of the parties under this Agreement are in addition to all other
rights and remedies, at law or equity, that they may have against each other.

7.6 Binding
Effect; Assignment. The rights and obligations of this Agreement shall bind and
inure to the benefit of the parties and their respective successors and legal assigns. The
rights and obligations of this Agreement may not be assigned by any party without the
prior written consent of the other party, which consent shall not be unreasonably
withheld.

7.7 Counterparts.          This
Agreement may be executed in any number of counterparts, each of which           shall be
an original but all of which together shall constitute one and the same
          instrument.

7.8 Headings.          The
headings contained in this Agreement are for convenience of reference only           and
are not to be given any legal effect and shall not affect the meaning or
          interpretation of this Agreement.

7.9 Governing
Law; Interpretation. This Agreement shall be construed in accordance with and
governed for all purposes by the laws of the State of Florida applicable to contracts
executed and to be wholly performed within such State.

7.10 Severability.          The
parties stipulate that the terms and provisions of this Agreement are fair           and
reasonable as of the date of this Agreement. However, any provision of this
          Agreement shall be determined 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. If, moreover,
          any of those provisions shall for any reason be determined by a court of
          competent jurisdiction to be unenforceable because excessively broad or vague
as           to duration, activity or subject, it shall be construed by limiting,
reducing or           defining it, so as to be enforceable.

# [SIGNATURES APPEAR ON
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IN
WITNESS WHEREOF, the parties hereto have caused this Subscription Agreement to be duly
executed and delivered as of the date first entered above.

# ENER1, INC. (ISSUER)

By:
_____________________________

Name: Ronald N. Stewart

Title:   Executive Vice
President,           General Counsel and Secretary

# Cofis Compagnie
Fiduciaire S.A. (INVESTOR)

By:
_____________________________

Name:
_____________________________

Title:
_____________________________

# EXHIBIT A 
CERTIFICATE OF DESIGNATIONS

# Certificate of Designationsof
Series B Preferred Stock ofEner1, Inc. (Pursuant to Section
607.0602 of theFlorida Business Corporation Act)

Series B Convertible
Preferred Stock.

1. Designation.       
          The designation of this class of Preferred Stock is Series B Convertible
          Preferred Stock (hereinafter, the Series B Preferred). The
          number of shares constituting the Series B Preferred shall be 180,000shares, with a liquidation value of $100.00 per share (the Liquidation
          Value).

2. Rank.       
          The Series B Preferred shall rank: (i) junior to any other class or series of
          capital stock of the Corporation hereafter created specifically ranking by its
          terms senior to the Series B Preferred; (ii) senior to the Corporations
          common stock, $.01 par value per share (the Common Stock); (iii)
          senior to any class or series of capital stock of the Corporation hereafter
          created not specifically ranking by its terms senior to the Series B Preferred
          (collectively, with the Common Stock, the Junior Securities); and
          (iv) pari passu with any class or series of capital stock of the
          Corporation hereafter created specifically ranking by its terms on parity with
          the Series B Preferred, in each case as to distribution of assets of the
          Corporation upon liquidation, dissolution or winding up of the Corporation,
          whether voluntary or involuntary (Parity Securities).

3.
          Dividends.

| | (a)                        Dividends
shall be payable, to the extent allowed by applicable law and           available, on the
shares of outstanding Series B Preferred as follows:
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (i)                               Semi-annually,
in arrears, on November 1 of each year during which the Series B           Preferred
shall be  outstanding beginning November 1, 2005;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)                        For
the first two years after issuance of the Series B Preferred,           payment-in-kind,
in the form of additional shares of Series B Preferred, at the           rate of Seven
Percent (7%) of the Liquidation Value.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)                        Thereafter,
in the form of cash at the rate of Seven Percent (7%) of the           Liquidation Value.
| | ----------------------------------------------------------------------------------------------------------------------------------

| | (iv)                        In
the event that any dividends are not paid because not legally allowable or           not
available, said dividends shall cumulate.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)                        Dividends
payable under this Section 3 shall be paid to the holders of record of           the
outstanding Series B Preferred as their names shall appear on the stock
          register of the Corporation on the record date fixed by the Board of Directors
          in advance of declaration and payment of each dividend.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

4.
Voting.                 The Series B Preferred
shall have no voting rights, except as required by law.

5. Liquidation
Preference. Upon any voluntary or involuntary liquidation, dissolution or winding up
of the Corporation, holders of the Series B Preferred Stock shall be entitled to be paid,
before any distribution or payment is made upon any Junior Securities, an amount in cash
equal to the aggregate Liquidation Value of all such Series B Preferred Stock outstanding
on the date of such liquidation, dissolution or winding up, and the holders of Series B
Preferred Stock shall not be entitled to any further payment. If upon any such
liquidation, dissolution or winding up of the Corporation, the Corporations assets
(or proceeds thereof) to be distributed among the holders of the Series B Preferred Stock
and any Parity Securities are insufficient to permit payment in full to such holders of
the aggregate amount which they are entitled to be paid, then the entire assets to be
distributed shall be distributed ratably among such holders based upon, in the case of
holders of the Series B Preferred Stock, the aggregate Liquidation Value of the Series B
Preferred Stock held by each such holder on the date of such liquidation, dissolution or
winding up and, in the case of holders of any Parity Securities, the liquidation
preference and accumulated and unpaid dividends which they are entitled to pursuant to
such Parity Securities. The Corporation shall mail written notice of such liquidation,
dissolution or winding up, not less than 10 days prior to the payment date statement
therein, to each record holder of Series B Preferred Stock. Neither the consolidation or
merger of the Corporation into or with any other Person or Persons, nor the reduction of
the capital stock of the Corporation, shall be deemed to be a liquidation, dissolution or
winding up of the Corporation within the meaning of this Section 5.

6. Conversion
and Registration Rights. In the event that the Corporation shall file a registration
statement with the U.S. Securities and Exchange Commission subsequent to the issuance of
the Series B Preferred hereunder, the holder shall have the right to convert that number
of Series B Preferred Stock equal to up to 50% of the then unredeemed aggregate
Liquidation Value of said Series B Preferred Stock into Common Stock of the Corporation,
solely for the purpose of including said Common Stock in said registration and selling
said Common Stock in the offering for which said registration is filed. The conversion
ratio shall be established by dividing the Liquidation Value per share of Series B
Preferred by the Common Stock price established for the Corporations Common Stock in
the offering. Said rights of conversion and registration shall be subject to the
discretion of the underwriters as to the inclusion of said Common Stock in said offering
and to the effectiveness of said registration statement.

7.
Redemption.                 The Series B
Preferred shall be redeemable by the Corporation at any time in           part or whole
at 100% of the Liquidation Value, plus accrued and unpaid           dividends. The Series
B Preferred shall also redeemable at the option of the           holder thereof once 100%
of the Corporations 5% senior secured debentures           due January 20, 2009 are
liquidated through conversion, mandatory conversion,           repurchase or payment by
the Corporation. If such liquidation occurs in full           before January 20, 2009,
redemption shall be in twenty-four (24) equal monthly           installments beginning
thirty (30) days from the date of the Corporations           receipt of notice from
the holder, and continuing monthly thereafter. If such           liquidation occurs on
January 20,.2009, the redemption shall be in twelve (12)           equal monthly
installments, the first payment beginning thirty (30) days from           January 20,
2009 and continuing monthly thereafter. In each case, said           liquidation payments
shall include all accrued and unpaid dividends. The           Corporation shall notify
the holder of the Series B Preferred Stock of the           occurrence of the
liquidation.

8. Protective
Provisions. For so long as any of the Series B Preferred remains outstanding, the
consent of the holder of the Series B Preferred will be required for any amendment or
change of the rights, preferences, privileges or powers of Series B Preferred or the
issuance of any other series of preferred stock of the Corporation which is senior to
Series B Preferred.

9.
Identical Rights.                 Each
share of Series B Preferred shall have the same relative rights and           preferences
as, and shall be identical in all respects with, all other shares of           the Series
B Preferred.

10. Certificates.                 So
long as any shares of the Series B Preferred are outstanding, there shall be
          set forth on the face or back of each stock certificate issued by the
          Corporation a statement that the Corporation shall furnish without charge to
          each shareholder who so requests, a full statement of the designation and
          relative rights, preferences and limitations of each class of stock or series
          thereof that the Corporation is authorized to issue and of the authority of the
          Board of Directors to designate and fix the relative rights, preferences and
          limitations of each series.

[THIS SPACE
INTENTIONALLY BLANK. SIGNATURE PAGE TO FOLLOW.]

IN
WITNESS WHEREOF, this Certificate of Designations is executed on behalf of the
Corporation this 15th day of October, 2004.

| |                                                                                                                                                           
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------
| | ENER1, INC.
By:      _______________________________
Name:    Ronald N. Stewart
Title:   Executive Vice President,
          General Counsel and Secretary

# EXHIBIT B  $1.25
WARRANT FOR 4,166.666 SHARES

# 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. 100

THIS
CERTIFIES THAT, for value received, Cofis Compagnie Fiduciaire S.A.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 October 15, 2004 (the Effective Date), and before
5:00 p.m. Central Time on October 15, 2014 (the Expiration
Date), to purchase from Ener1, Inc., a Florida corporation (the
Company), 4,166,666 shares of Common Stock of the Company
at a price per share of $1.25 (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. This Warrant is
issued pursuant to the Subscription Agreement, dated as of October 15, 2004 between, the
Company and Holder.

1.
CERTAIN DEFINITIONS.  As used in this Warrant the following terms shall have the
following respective meanings:

| | 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 asExhibit 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:
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (a)       
               surrendering 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).
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 2.2.              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. No fractional shares or scrip
          representing fractional shares shall be issued upon an exercise of this
Warrant.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 2.3.              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. 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:

| | 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.              Adjustment
for Dividends or Distributions of Stock or Other Securities or           Property. In
case the Company shall make or issue, or shall fix a record           date for the
determination of eligible holders entitled to receive, a dividend           or other
distribution with respect to the Common Stock (or any shares of stock           or other
securities at the time issuable upon exercise of the Warrant) payable           in (a) securities
of the Company or (b) assets (excluding cash           dividends paid or payable
solely out of funds legally available therefor), then,           in each such case, the
Holder of this Warrant on exercise hereof at any time           after the consummation,
effective date or record date of such dividend or other           distribution, shall
receive, in addition to the shares of Common Stock (or such           other stock or
securities) issuable on such exercise prior to such date, and           without the
payment of additional consideration therefor, the securities or such           other
assets of the Company to which such Holder would have been entitled upon           such
date if such Holder had exercised this Warrant on the date hereof and had
          thereafter, during the period from the date hereof to and including the date of
          such exercise, retained such shares and/or all other additional stock available
          by it as aforesaid during such period giving effect to all adjustments called
          for by this Section 4.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4.3.              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 4.3 upon any conversion or redemption of           the Common
Stock which is the subject of Section 4.5.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4.4.              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 4.4 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.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4.5.              Conversion
of Common Stock. In case all or any portion of the authorized           and
outstanding shares of Common Stock of the Company are 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.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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.

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, 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:

| | 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 between the Company and the Holder           shall be in
writing and shall be delivered by certified or registered mail           (first class
postage pre-paid), guaranteed overnight delivery, or facsimile           transmission if
such transmission is confirmed by delivery by certified or           registered mail
(first class postage pre-paid) or guaranteed overnight delivery,           to the
following addresses and telecopy numbers (or to such other addresses or
          telecopy numbers which such party shall subsequently designate in writing to
the           other party):

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | if to the Company, to:
         Ener1, Inc.
         500 W. Cypress Creek Road, Suite 100
         Ft. Lauderdale, FL 33309
         Attn: Chief Executive Officer
         Telephone:  (954) 556.4020
         Facsimile:   (954) 776-5337
with a copy to:
         Ener1, Inc.
         500 W. Cypress Creek Road, Suite 100
         Ft. Lauderdale, FL 33309
         Attn: General Counsel
         Telephone:  (954) 556.4020
         Facsimile:   (954) 776-3359
if to the Holder, to:
         Cofis Compagnie Fiduciaire S.A.
         Cours des Bastions 4
         Case postale 5325
         CH-1211 Geneve 11
         Attn: Mr. Gerald Calame
         Tel.:   +41 (0)22 809 10 70
         Fax :   +41 (0)22 809 10 79
         E-mail : g.calame@cofisfiduciaire.ch
with a copy to: [Holder to provide]
         __________________________
         __________________________
         __________________________
         __________________________
         __________________________

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 Floridawithout regard to its conflict of
laws provisions and venue shall rest solely in the Federal or state courts located inBroward 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.

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. NO
INCONSISTENT AGREEMENTS.The Company will not on or after the date of this Warrant
enter into any agreement with respect to its securities which is inconsistent with the
rights granted to the Holders of this Warrant or otherwise conflicts with the provisions
hereof. The rights granted to the Holders hereunder do not in any way conflict with and
are not inconsistent with the rights granted to holders of the Companys securities
under any other agreements, except rights that have been waived.

20. 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.

# [SIGNATURES ON NEXT
PAGE]

IN
WITNESS WHEREOF, the Company has executed this Warrant as of the Effective Date.

Ener1, Inc., a Florida corporation

By:
____________________________

Name: Ronald N. Stewart

Title:   Executive Vice President,
          General Counsel and Secretary

# EXHIBIT 1 NOTICE OF EXERCISE

(To
be executed upon exercise of Warrant)

|            |                
|----------- | ---------------
|ENER1, INC. | WARRANT NO. 100

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 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.

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 tax identification number ):

Name:    _________

Address: _________

Tax ID: __________________

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.

# EXHIBIT C  $1.50
WARRANT FOR 4,166.666 SHARES

# 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. 101

THIS
CERTIFIES THAT, for value received, Cofis Compagnie Fiduciaire S.A.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 October 15, 2004 (the Effective Date), and before
5:00 p.m. Central Time on October 15, 2014 (the Expiration
Date), to purchase from Ener1, Inc., a Florida corporation (the
Company), 4,166,666 shares of Common Stock of the Company
at a price per share of $1.50 (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. This Warrant is
issued pursuant to the Subscription Agreement, dated as of October 15, 2004 between, the
Company and Holder.

1.
CERTAIN DEFINITIONS.  As used in this Warrant the following terms shall have the
following respective meanings:

| | 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 asExhibit 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:
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (a)       
               surrendering 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).
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 2.2.              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. No fractional shares or scrip
          representing fractional shares shall be issued upon an exercise of this
Warrant.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 2.3.              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. 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:

| | 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.              Adjustment
for Dividends or Distributions of Stock or Other Securities or           Property. In
case the Company shall make or issue, or shall fix a record           date for the
determination of eligible holders entitled to receive, a dividend           or other
distribution with respect to the Common Stock (or any shares of stock           or other
securities at the time issuable upon exercise of the Warrant) payable           in (a) securities
of the Company or (b) assets (excluding cash           dividends paid or payable
solely out of funds legally available therefor), then,           in each such case, the
Holder of this Warrant on exercise hereof at any time           after the consummation,
effective date or record date of such dividend or other           distribution, shall
receive, in addition to the shares of Common Stock (or such           other stock or
securities) issuable on such exercise prior to such date, and           without the
payment of additional consideration therefor, the securities or such           other
assets of the Company to which such Holder would have been entitled upon           such
date if such Holder had exercised this Warrant on the date hereof and had
          thereafter, during the period from the date hereof to and including the date of
          such exercise, retained such shares and/or all other additional stock available
          by it as aforesaid during such period giving effect to all adjustments called
          for by this Section 4.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4.3.              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 4.3 upon any conversion or redemption of           the Common
Stock which is the subject of Section 4.5.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4.4.              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 4.4 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.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4.5.              Conversion
of Common Stock. In case all or any portion of the authorized           and
outstanding shares of Common Stock of the Company are 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.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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.

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, 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:

| | 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 between the Company and the Holder
          shall be in writing and shall be delivered by certified or registered mail
          (first class postage pre-paid), guaranteed overnight delivery, or facsimile
          transmission if such transmission is confirmed by delivery by certified or
          registered mail (first class postage pre-paid) or guaranteed overnight
delivery,           to the following addresses and telecopy numbers (or to such other
addresses or           telecopy numbers which such party shall subsequently designate in
writing to the           other party):

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | if to the Company, to:
         Ener1, Inc.
         500 W. Cypress Creek Road, Suite 100
         Ft. Lauderdale, FL 33309
         Attn: Chief Executive Officer
         Telephone:  (954) 556.4020
         Facsimile:   (954) 776-5337
with a copy to:
         Ener1, Inc.
         500 W. Cypress Creek Road, Suite 100
         Ft. Lauderdale, FL 33309
         Attn: General Counsel
         Telephone:  (954) 556.4020
         Facsimile:   (954) 776-3359
if to the Holder, to:
         Cofis Compagnie Fiduciaire S.A.
         Cours des Bastions 4
         Case postale 5325
         CH-1211 Geneve 11
         Attn: Mr. Gerald Calame
         Tel.:   +41 (0)22 809 10 70
         Fax :   +41 (0)22 809 10 79
         E-mail : g.calame@cofisfiduciaire.ch
with a copy to: [Holder to provide]
         __________________________
         __________________________
         __________________________
         __________________________
         __________________________

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 Floridawithout regard to its conflict of
laws provisions and venue shall rest solely in the Federal or state courts located inBroward 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.

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. NO
INCONSISTENT AGREEMENTS.The Company will not on or after the date of this Warrant
enter into any agreement with respect to its securities which is inconsistent with the
rights granted to the Holders of this Warrant or otherwise conflicts with the provisions
hereof. The rights granted to the Holders hereunder do not in any way conflict with and
are not inconsistent with the rights granted to holders of the Companys securities
under any other agreements, except rights that have been waived.

20. 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.

# [SIGNATURES ON NEXT
PAGE]

IN
WITNESS WHEREOF, the Company has executed this Warrant as of the Effective Date.

Ener1, Inc., a Florida corporation

By:
____________________________

Name: Ronald N. Stewart

Title:   Executive Vice President,
          General Counsel and Secretary

# EXHIBIT 1

# NOTICE OF EXERCISE

(To
be executed upon exercise of Warrant)

|            |                
|----------- | ---------------
|ENER1, INC. | WARRANT NO. 101

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 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.

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 tax identification number ):

Name:    _________

Address: _________

Tax ID: __________________

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.

EXHIBIT D [Copy of Rule 501(a)]

(b)       
          Rule 501  Definitions and Terms Used in Regulation D

As
used in Regulation D, the following terms shall have the meaning indicated:

| | a. | Accredited investor. Accredited investor shall mean any person who comes
               within any of the following categories, or who the issuer reasonably believes
               comes within any of the following categories, at the time of the sale of the
               securities to that person:
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 1. | Any bank as defined in section 3(a)(2) of the Act, or any savings and
                    loan association or other institution as defined in section 3(a)(5)(A) of
                    the Act whether acting in its individual or fiduciary capacity; any broker or
                    dealer registered pursuant to section 15 of the Securities Exchange Act
                    of 1934; any insurance company as defined in section 2(13) of the Act;
                    any investment company registered under the Investment Company Act of
                    1940 or a business development company as defined in section 2(a)(48)
                    of that Act; any Small Business Investment Company licensed by the U.S. Small
                    Business Administration under section 301(c) or (d) of the Small Business
                    Investment Act of 1958; any plan established and maintained by a state, its
                    political subdivisions, or any agency or instrumentality of a state or its
                    political subdivisions, for the benefit of its employees, if such plan has total
                    assets in excess of $5,000,000; any employee benefit plan within the meaning of
                    the Employee Retirement Income Security Act of 1974 if the investment decision
                    is made by a plan fiduciary, as defined in section 3(21) of such act,
                    which is either a bank, savings and loan association, insurance company, or
                    registered investment adviser, or if the employee benefit plan has total assets
                    in excess of $5,000,000 or, if a self-directed plan, with investment decisions
                    made solely by persons that are accredited investors;
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| | 2. | Any private business development company as defined in section 202(a)22 of
                    the Investment Advisers Act of 1940;
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| | 3. | Any organization described in section 501(c)3 of the Internal Revenue
                    Code, corporation, Massachusetts or similar business trust, or partnership,
                    not formed for the specific purpose of acquiring the securities offered, with
                    total assets in excess of $5,000,000;
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4. | Any director, executive officer, or general partner of the issuer of the
                    securities being offered or sold, or any director, executive officer, or general
                    partner of a general partner of that issuer;
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 5. | Any natural person whose individual net worth, or joint net worth with that
                    persons spouse, at the time of his purchase exceeds $1,000,000;
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| | 6. | Any natural person who had an individual income in excess of $200,000 in each of
                    the two most recent years or joint income with that persons spouse in
                    excess of $300,000 in each of those years and has a reasonable expectation of
                    reaching the same income level in the current year;
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 7. | Any trust, with total assets in excess of $5,000,000, not formed for the
                    specific purpose of acquiring the securities offered, whose purchase is directed
                    by a sophisticated person as described in Rule 506(b)(2)(ii) and
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 8. | Any entity in which all of the equity owners are accredited investors.
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