Exhibit 10.28

THIS WARRANT AND THE SHARES OF COMPANY STOCK  ISSUABLE UPON THE EXERCISE  HEREOF
HAVE NOT BEEN REGISTERED  UNDER EITHER THE SECURITIES ACT OF 1933 (THE "ACT") OR
APPLICABLE  STATE  SECURITIES  LAWS (THE  "STATE  ACTS")  AND SHALL NOT BE SOLD,
PLEDGED,  HYPOTHECATED,  DONATED OR  OTHERWISE  TRANSFERRED  (WHETHER OR NOT FOR
CONSIDERATION)  BY THE  HOLDER  EXCEPT  UPON THE  ISSUANCE  TO THE  COMPANY OF A
FAVORABLE  OPINION OF COUNSEL AND/OR  SUBMISSION TO THE COMPANY OF SUCH EVIDENCE
AS MAY BE  SATISFACTORY  TO COUNSEL TO THE  COMPANY,  IN EACH SUCH CASE,  TO THE
EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE ACT AND THE STATE
ACTS.

                    WARRANT TO PURCHASE TWENTY FIVE THOUSAND
                             SHARES OF COMMON STOCK
                                       Of
                            ULTRALIFE BATTERIES, INC.
                            (a Delaware Corporation)
                          Void after 5:00 O'Clock P.M.,
                     Eastern Standard Time, on June 4, 2006

      Ultralife  Batteries,  Inc., a Delaware corporation (the "Company") hereby
certifies that Hitschler,  Kimelman Holdings, LLC, its registered successors and
permitted  assigns  registered on the books of the Company  maintained  for such
purposes as the registered holder hereof (the "Holder"),  for value received, is
entitled to purchase from the Company  twenty-five  thousand (25,000) fully paid
and non-assessable shares of Common Stock of the Company, par value of ten cents
($.10)  per  share  (the  "Shares")  stated  above at the  purchase  price  (the
"Exercise  Price") of four  dollars  ($4.00) per share (the number of Shares and
Exercise  Price being subject to adjustment as  hereinafter  provided)  upon the
terms and conditions herein provided.

      1. EXERCISE OF WARRANTS.

         1.1.  Subject to Section 1.2., upon  presentation and surrender of this
Warrant  Certificate,  with the attached  Purchase  Form duly  executed,  at the
principal  office of the Company at Newark,  New York, or at such other place as
the Company may designate by notice to the Holder hereof,  together with a check
payable to the order of the  Company in the amount of the  Exercise  Price times
the number of Shares being  purchased,  the Company  shall deliver to the Holder
hereof, as promptly as practicable,  certificates  representing the Shares being
purchased.  This Warrant may be  exercised in whole or in part;  and, in case of
exercise hereof in part only, the Company,  upon surrender hereof,  will deliver
to the Holder a new Warrant Certificate or Warrant Certificates of like


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tenor  entitling  the Holder to  purchase  the number of Shares as to which this
Warrant has not been exercised.

         1.2.  This  Warrant may be exercised in whole or in part at any time on
and after June 4, 2003;  provided,  however,  that if Holder has  exercised  the
rights to convert the principal  amount of the  Promissory  Note issued to it on
even date  herewith into shares of the  Company's  common stock  pursuant to the
conversion provisions of the Promissory Note, this warrant shall immediately and
with no further  action on the part of the Holder or the Company become void and
of no further force or effect in the same proportion  that the principal  amount
of the Promissory Note that is converted to the Company's common stock.

      2. RIGHTS AND OBLIGATIONS OF WARRANT HOLDER.

         2.1.  The  Holder of this  Warrant  Certificate  shall  not,  by virtue
hereof, be entitled to any rights of a stockholder in the Company, either at law
or in equity; provided,  however, in the event that any certificate representing
the Shares as issued to the Holder hereof upon  exercise of this  Warrant,  such
Holder shall, for all purposes, be deemed to have become the holder of record of
such Shares on the date on which this Warrant Certificate,  together with a duly
executed  Purchase Form, was  surrendered  and payment of the Exercise Price was
made, irrespective of the date of delivery of such Share certificate. The rights
of the Holder of this  Warrant  are  limited to those  expressed  herein and the
Holder of this Warrant,  by its acceptance hereof,  consents to and agrees to be
bound by and to comply  with all the  provisions  of this  Warrant  Certificate,
including,  without  limitation,  all the  obligations  imposed  upon the Holder
hereof by  Sections 2 and 4 hereof.  In  addition,  the  Holder of this  Warrant
Certificate,  by accepting the same,  agrees that the Company may deem and treat
the person in whose name this Warrant  Certificate is registered on the books of
the Company  maintained for such purpose as the absolute,  true and lawful owner
for all purposes whatsoever,  notwithstanding any notation of ownership or other
writing  thereon,  and the  Company  shall not be  affected by any notice to the
contrary.

         2.2. No Holder of this Warrant Certificate,  as such, shall be entitled
to vote or  receive  dividends  or to be deemed  the  holder  of Shares  for any
purpose,  nor shall anything contained in this Warrant  Certificate be construed
to confer  upon any  Holder of this  Warrant  Certificate,  as such,  any of the
rights of a  shareholder  of the Company or any right to vote,  give or withhold
consent to any action by the Company, receive dividends, subscription rights, or
otherwise,  until  this  Warrant  shall  have  been  exercised  and  the  Shares
purchasable upon the exercise thereof shall have become  deliverable as provided
herein;  provided,  however,  that any such  exercise on any date when the stock
transfer  books of the Company  shall be closed shall  constitute  the person or
persons in whose name or names the certificate or certificates  for those Shares
are to be issued as the record holder or holders thereof for all purposes at the
opening of  business  on the next  succeeding  day on which such stock  transfer
books are open, and the Warrant surrendered shall not be deemed to have been


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exercised, in whole or in part as the case may be, until the next succeeding day
on  which  stock  transfer  books  are  open  for  the  purpose  of  determining
entitlement to dividends on the Company's common stock.


      3. SHARES UNDERLYING  WARRANTS.  The Company covenants and agrees that all
Shares  delivered  upon the exercise of this Warrant  shall,  upon  delivery and
payment  therefor,  be duly and validly  authorized  and issued,  fully-paid and
non-assessable, and free from all stamp-taxes, liens and charges with respect to
the purchase  thereof.  In addition,  the Company agrees at all times to reserve
and keep  available  an  authorized  number of Shares  sufficient  to permit the
exercise in full of this Warrant.

      4.  DISPOSITION  OF  WARRANTS  OR  SHARES.  The  holder  of  this  Warrant
Certificate  and any  transferee  hereof  or of the  Shares  issuable  upon  the
exercise of the Warrant  Certificate,  by their  acceptance  hereof,  hereby (i)
represent and warrant that this Warrant Certificate and the shares issuable upon
exercise thereof are being acquired for investment for the account of the holder
and with no intent to sell,  transfer or subdivide  such Warrant  Certificate or
Shares, and (ii) except as herein specifically provided and permitted understand
and agree that the Warrant,  and the Shares  issuable upon the exercise  hereof,
have not been registered  under either the Securities Act of 1933 (the "Act") or
applicable  State  Securities  Laws (the  "State  Acts")  and shall not be sold,
pledged,  hypothecated,  donated or  otherwise  transferred  (whether or not for
consideration) except upon the issuance to the Company of a favorable opinion of
counsel and/or submission to the Company of such evidence as may be satisfactory
to  counsel to the  Company,  in each such  case,  to the  effect  that any such
transfer  shall not be in violation of the Act and the State Acts. It shall be a
condition to the transfer of this Warrant that any transferee thereof deliver to
the Company its written agreement to accept and be bound by all of the terms and
conditions of this Warrant Certificate.

      5.  ADJUSTMENTS.  The  aggregate  number and shares of common stock of the
Company subject to this Warrant and the Exercise Price shall be  proportionately
adjusted for any increase,  decrease,  or change in the total outstanding shares
of the Company's common stock resulting from a stock dividend, recapitalization,
merger, consolidation,  split-up,  combination,  exchange of shares, issuance of
additional shares, or similar  transaction.  An adjustment made pursuant to this
Section 5.1.  shall be made  whenever any of such events shall occur,  but shall
become effective retroactively after such record date or such effective date, as
the case may be, as to Warrants  exercised between such record date or effective
date and the date of happening of any such event.  Whenever the number of Shares
purchasable hereunder is adjusted as herein provided, the Company shall cause to
be mailed to the Holder in  accordance  with the  provisions of this Section 5 a
notice (i) stating that the number of Shares  purchasable  upon exercise of this
Warrant have been  adjusted,  (ii) setting  forth the adjusted  number of Shares
purchasable  upon the exercise of this Warrant and (iii)  showing in  reasonable
detail the  computations  and the facts,  including the amount of  consideration
received  or  deemed to have been  received  by the  Company,  upon  which  such
adjustments are based.


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      6. PIGGY-BACK  REGISTRATION  RIGHTS.  The Company shall bear all costs and
expenses  of  registration  of the  Shares  with  the  Securities  and  Exchange
Commission or any State  Securities  Commission in the event that the Company at
any time proposes to register any of its  securities  for its own account or for
the account of any other person (other than pursuant to a  registration  on Form
S-4  or  Form  S-8).  The  Holder  agrees  to  provide  the  Company  with  such
information,  understandings,  and indemnifications a the Company may reasonably
request in connection with any such registration.  The Holder agrees that, if it
is able to sell publicly the Shares pursuant to Rule 144, it will not be able to
avail itself of the registration rights hereunder.

      7. LOSS OR  DESTRUCTION.  Upon  receipt of  evidence  satisfactory  to the
Company  of  the  loss,  theft,   destruction  or  mutilation  of  this  Warrant
Certificate  and,  in the case of any such  loss,  theft  or  destruction,  upon
delivery of an indemnity  agreement or bond satisfactory in form,  substance and
amount to the Company or, in the case of any such mutilation, upon surrender and
cancellation  of this  Warrant  Certificate,  the  Company at its  expense  will
execute and deliver, in lieu thereof, a new Warrant Certificate of like tenor.

      8. SURVIVAL.  The various  rights and  obligations of the Holder hereof as
set forth herein shall survive the exercise of the Warrants  represented  hereby
and the surrender of this Warrant Certificate.

      9. NOTICES.  Whenever any notice,  payment of any purchase price, or other
communication  is  required  to be given or  delivered  under  the terms of this
Warrant,  it shall be in writing and delivered by hand delivery or United States
registered or certified mail,  return receipt  requested,  postage prepaid,  and
will be deemed to have been given or delivered on the date such notice, purchase
price or other communication is so delivered or posted, as the case may be; and,
if to the Company,  it will be  addressed to the address  specified in Section 1
hereof,  and if to the Holder,  it will be addressed to the registered Holder at
its address as it appears on the books of the Company.

                                             Ultralife Batteries, Inc.

/s/ John Kavazanjian                         By /s/ Robert W. Fishback    (SEAL)
--------------------                         -----------------------------------
                                             Robert W. Fishback,
                                             Vice President of Finance and
                                             Chief Financial Officer
                                             March 4, 2003

                                             Agreed and Acknowledged

                                             Hitschler, Kimelman Holdings, LLC

                                             By /s/ W. Anthony Hitschler
                                             -----------------------------------
                                             W. Anthony Hitschler, Member


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