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                                  Exhibit 10.45

                  Loan Contract and Agreement on Subordination

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                                  LOAN CONTRACT




                               made by and between

                       Arch Hill Ventures N.V., Parkweg 2,
                             NL-2585 JJ's-Gravenhage

                                                                    - Lender -

                                       and

              GAIA Akkumulatorenwerke GmbH, Montaniastra(beta)e 17,
                               D-99734 Nordhausen

                                                                    - Borrower -

                                      (S) 1
                                      Loan

(1)  The Borrower has received a loan amounting to DM 11,569,964.87 from the
     Lender (in words: eleven million five hundred and sixty-nine thousand nine
     hundred and sixty-four point eighty-seven).

                                      (S) 2
               Payment of interest, loan discount and other costs

(1)  The Borrower shall pay interest on the loan at 6 % p.a. (in words: six per
     cent p.a.) from the respective date of payment.

(2)  The interest rate is agreed for one year. Thereafter the parties shall
     adjust the interest rate by mutual agreement if required due to market
     developments.

(3)  The interest shall be paid each month by the 10/th/ workday of the
     following month.

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                                      (S) 3
                                    Repayment

(1)  The Lender may give notice to terminate the loan in accordance with
     statutory regulations.

(2)  The loan with its respective balance shall be repaid to the Lender within
     10 workdays after termination.

(3)  Termination of the loan without notice is permitted for good cause.

                                      (S) 4
                                Final provisions

(1)  Amendments to the contract shall only be valid if they were agreed in
     writing. This also applies to an amendment of the written form clause.

(2)  Should a part of this contract become invalid or void for any reason, this
     shall not affect the remaining contents of the contract. In the event of
     the nullity or invalidity of a part of the contract, the parties to the
     contract undertake to supplement the void or invalid part of the contract
     as far as admissible and possible according to the spirit and purpose of
     this contract.

(3)  In case of any disputes arising under or in connection with this Loan
     Contract, the courts in Nordhausen shall have jurisdiction and venue.

(4)  This contract shall be governed by and construed in accordance with the
     laws of the Federal Republic of Germany.

Den Haag, (date illegible)                       Nordhausen, ............


(Signature)                                      (Signature)

Arch Hill Ventures N.V.                          GAIA Akkumulatorenwerke GmbH

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                           Agreement on Subordination


1.   GAIA Akkumulatorenwerke GmbH, represented by its managing director Ralf
     Tolksdorf acknowledges that it owes to Arch Hill Ventures (N.V.), Parkweg 2
     in NL-2585 JJ's-Gravenhage an amount of DM 11,569,964.87 (in words: eleven
     million five hundred and sixty-nine thousand, nine hundred and sixty-four
     point eighty-seven) from various loan disbursements.
     Interest shall be paid at 6.00% each year for the claim arising from the
     loan agreement.

2.   To eliminate the possibility of an excess of liabilities over assets of
     GAIA Akkumulatorenwerke GmbH Arch Hill Ventures (N.V.) and the full amount
     of its claim arising from the loan to GAIA Akkumulatorenwerke GmbH are
     subordinate to all the other creditors of GAIA Akkumulatorenwerke GmbH.

3.   The loan shall not be repayable until an excess of liabilities over assets
     of GAIA Akkumulatorenwerke GmbH has been rectified and is only repayable at
     such time.

4.   The subordination hereby agreed is an express part of the Loan Contract and
     is irrevocable.

5.   The interest on the loan is also covered by the subordination.
     It may only be demanded and paid if and the extent to which the repayment
     of the loan is admissible.


     Nordhausen, on                              Den Haag, on (date illegible)




     (Signature)                                 (Signature)
     (GAIA Akkumulatorenwerke GmbH)              (Arch Hill Ventures (N.V.)