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                                  Exhibit 10.46

                          Partnership Agreement between

                 GAIA and Frankendael Participatiemaatschappij

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                              PARTNERSHIP AGREEMENT


                                     between


                              the Investee Company

                          GAIA Akkumulatorenwerke GmbH
                             Montaniastra(beta)e 17
                                99734 Nordhausen

                - hereinafter referred to as "Investee Company" -



                                       and



                                  the Investor

                    Frankendael Participatiemaatschappij N.V.
                                  Softwareweg 4
                               3821 BP Amersfoort
                                   Netherlands

                  - hereinafter referred to as the "Investor" -

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                                      (S) 1
                             Purpose of the company

(1)  The participation of the Investor serves to jointly finance machines and
     equipment and investments for the set-up of a manufacturing plant to
     produce lithium-ion solid accumulators as starter batteries as well as a
     sales unit in Nordhausen/Thuringia.

(2)  The Investor shall merge with the Investee Company to form a typical
     dormant partnership in order to promote its business activities by doing
     so.

                                      (S) 2
                                  Contribution

(1)  The Investor shall contribute a capital investment of

                                  DM 758,000.00
        (in words: seven hundred and fifty-eight thousand Deutsche Mark)

     in cash.

                                      (S) 3
                  Start and duration of the dormant partnership

(1)  The partnership begins upon signing the contract. It is limited in time
     until 30 December 2008.

(2)  The partnership may be terminated at any time without notice for good cause
     by the Investor without prejudice to the above provision. If the
     contribution has not yet been paid at all or has not been paid in full, the
     Investor shall be released from its obligation to pay the contribution.

     Good cause especially exists if

        (a) the basic requirements for granting the participation have changed
            or cease to exist at a later stage;

        (b) a measure requiring consent according to(S) 9 (1) and/or (2) is
            taken without obtaining the prior written consent of the Investor;

        (c) profits distributed to shareholders of the Investee Company are
            obviously disproportionate to the earning power and the equity base
            of the company;

        (d) the participation appears endangered by the economic situation of
            the Investee Company and a sustained improvement of the situation
            cannot be expected in the Investor's opinion (e.g. sustained
            depletion of capital; negative annual results for several
            consecutive years);

        (e) bills accepted by the Investee Company are protested, the Investee
            Company stops payments, a bankruptcy petition is filed or an
            application for the opening of court settlement proceedings is
            filed;

        (f) there are other facts and circumstances which make a continuation of
            the partnership appear unreasonable.

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                                      (S) 4
                                   Management

The Investor is not involved in the management of the Investee Company and has
no power of representation.

                                      (S) 5
                                 Financial year

The financial year of the dormant partnership corresponds to that of the
Investee Company.

                                      (S) 6
                    Duties and rights to provide information

(1)  The Investee Company undertakes to set up and maintain a company accounting
     and reporting system with informative value. This includes accounting for
     planning and control.

(2)  The Investee Company undertakes to submit to the Investor as early as
     possible after the closure of the financial year, however no later than 6
     months after the balance sheet date, the annual balance sheet with a profit
     and loss account and notes prepared by a member of the tax consulting or
     accounting profession. The annual financial statement shall be drawn up
     pursuant to Sections 238 - 289 of the German Commercial Code as amended.
     The tax consultant shall expressly confirm the regularity of the assessment
     of the current situation of the company's assets and compliance with
     valuation rules. Upon demand by the Investor, audited and certified annual
     financial statements including the auditor's reports shall be submitted by
     an auditor.

(3)  The Investee Company shall submit reports on tax audits to the Investor
     without delay after receipt thereof without being requested to do so.

(4)  The Investee Company shall report to the Investor at least once a quarter
     each year on the business development of the company. The Investee Company
     and the Investor shall coordinate which documents are suitable for this
     purpose.

(5)  The Investee Company shall submit to the Investor the profit planning and
     financial planning for the next financial year by the end of a financial
     year.

(6)  The Investor is entitled to inspect the business premises of the Investee
     Company during customary hours of business. It may examine the balance
     sheet, the profit and loss account and the entire accounting of the
     Investee Company. It may also entrust an expert third party with such an
     audit. The Investor shall only exercise its right to audit if it is
     impossible to clarify matters as required and obtain information with
     sufficient reliability in any other manner.

                                      (S) 7
                               Fixed remuneration

(1)  The Investee Company shall pay fixed remuneration for the participation at
     6% each year. This is due and payable in two equivalent instalments on 30
     June and 31 December each year.

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                                      (S) 8
                                 Profit sharing

(1)  In addition to the fixed remuneration the Investor shall receive a 12%
     share in the profits related to its contribution.

(2)  Furthermore, the active participation of the Investor in the share capital
     has been planned for the further financing of the Investee Company. Against
     this background profit sharing which goes beyond the provision set forth in
     (S) 8 has been planned also for this Partnership Agreement; the arrangement
     of this has yet to be agreed between the Investor and the Investee Company.

(3)  The profits payable to the Investor according to paragraph (1) are due
     after the approval of the annual financial statements, however no later
     than 6 months after the balance sheet date.

(4)  If corrections and amendments are made to profits at a later stage, e.g.
     after tax audits, the Investor's share in the profits shall also be
     corrected for the period of time concerned.

(5)  The Investor shall not have any share in the existing hidden reserves nor
     those hidden reserves which arise during the period of the partnership.

(6)  The Investor is exempted from any loss-sharing.

                                      (S) 9
                             Rights of participation

(1)  Measures which exceed the scope of ordinary business operations require the
     prior written approval of the Investor. This includes particularly:

     (a)  amendments to the Articles of Association of the Company;

     (b)  the admission of new - also dormant - partners;

     (c)  the appointment and dismissal of managing directors;

     (d)  the conclusion, amendment and rescission of company agreements (such
          as company lease agreements, profit transfer agreements, agreements
          between interlocking companies, between a community of interests,
          cooperation and sales agreements);

     (e)  takeover and disposals of shareholdings in other companies;

     (f)  sale of the company as a whole or parts thereof;

     (g)  the extension of credit and loans to shareholders or other family
          members or associated companies.

(2)  If a measure subject to approval according to paragraph (1) or (2) is taken
     without obtaining the Investor's prior written approval, this provides a
     good cause to terminate the agreement without notice according to (S) 3 (2)
     letter b). Furthermore, the Investee Company undertakes to compensate the
     dormant partner for the damage possibly incurred by the measure. Instead of
     filing a claim for damages, the Investor may restrict itself to demanding
     that the results of the measure at issue are not taken into consideration
     when determining its share in the profits.

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                                     (S) 10
                                    Insurance

The Investee Company undertakes to insure its company against all risks for
which insurance cover is required and customary for companies such as that of
the Investee Company for an adequate sum for the duration of this Partnership
Agreement.

                                     (S) 11
                                Supervisory Board

(1)  A supervisory board shall be set up at the Investee Company if the Investor
     deems this necessary.

(2)  The Investee Company undertakes to prepare rules of procedure for the
     management in conjunction with the supervisory board.

(3)  The approval of the Investor shall be deemed given for all measures
     concerning which the Investor has a right of participation according to (S)
     9 of this Agreement if its representative on the supervisory board has
     approved an appropriate resolution.

                                     (S) 12
                         Repayment of the participation

At the end of the partnership, the nominal amount of the contribution shall be
repaid to the Investor.

                                     (S) 13
                                  Payments due

Interest shall be paid for outstanding payments under this Agreement at 3 % p.a.
above the discount rate of the German Central Bank from the date due until
receipt thereof by the Investor. The interest shall be paid each quarter.

                                     (S) 14
                                Other provisions

(1)  Upon request the Investor shall advise the Investee Company on all measures
     which promote the purposes of the company, in particular on issues
     concerning financing.

(2)  Amendments and supplements to this Agreement are only effective if they are
     agreed in writing.

(3)  Should individual provisions of this Agreement be or become invalid, the
     remaining parts of the Agreement shall remain valid. Any invalid provisions
     shall be interpreted or supplemented in such a manner that the purpose
     intended by this Agreement is achieved by way of an agreement between the
     contracting parties.

(4)  In case of disputes arising under this Agreement, the courts at Nordhausen,
     Germany, have jurisdiction and venue.


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                                     (S) 15
                              Additional provisions

(1)  The Investee Company shall not pay the remuneration and share in the
     profits named in (S) 7 and (S) 8 until the Investee Company has generated
     an accumulated profit amounting to DM 7,500,000.00.




Nordhausen, on ___________________        Amersfoort, on ____________________



(Signature)                               (Signature)
GAIA Akkumulatorenwerke GmbH              Frankendael
                                          Participatiemaatschappij N.V.