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                                  Exhibit 10.49

                          Partnership Agreement between
                            GAIA and Tamarchco GmbH

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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

                                 Tamarchco GmbH
                              Nonnenstra(beta)e 37
                                  04229 Leipzig

                  - 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 350.000,00
           (in words: three hundred and fifty 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 ____________________     Leipzig, on ________________________




(Signature)                             (Signature)
GAIA Akkumulatorenwerke GmbH            Tamarchco GmbH