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Exhibit 10.5

                     INTER COMPANY LINE OF CREDIT AGREEMENT


         THIS INTER  COMPANY LINE OF CREDIT  AGREEMENT  dated  November 1, 2002,
("Effective Date") between ENER1, INC., (the "Lender"),  and ENER1 TECHNOLOGIES,
INC., (the "Borrower").

                                    ARTICLE I
                                    THE LOANS

         SECTION 1.1.               The Loans.

         (a)  Subject to the terms and  conditions  set forth  below,  and until
further  notice  from the  Lender  to the  Borrower,  the  Lender  hereby  makes
available to the  Borrower a line of credit for loans in an aggregate  amount of
up to $300,000 for twelve (12) months from the Effective Date ("Initial  Term").
In the event Borrower is unable to reach a positive cash flow within the Initial
Term, nor receive third party  financing  during the Initial Term,  Borrower may
borrow up to an  additional  $200,000  during the twelve (12) month period after
the Initial Term  ("Second  Term  Loan").  The Initial Term Loan and Second Term
Loan are collectively referred to as the "Loans".

         (b)  The  Borrower  may  borrow  the  Loans  in  one or  more  drawings
("Drawings").  Each  Drawing  shall be in an amount not less than  $100.00.  The
Borrower  shall  request  each  Drawing by notice to the  Lender at least  three
business  days  prior to the  Drawing.  If the  Lender  shall  elect to make the
requested  Loan, it shall do so on the date requested  (which must be a Business
Day Day) by  crediting  the amount of the Loan to the  Borrower's  current  bank
account.  Each notice of Drawing given by the Borrower to the Lender shall be in
the form  attached  as  Exhibit A and shall  constitute  a  confirmation  by the
Borrower that on the date of the Drawing its  representations and warranties set
forth in Article III below remain true and  correct.  Notice of Drawing from the
Borrower, once received by the Lender, shall be irrevocable.

         (c) Each Loan shall bear  interest  from the date of its Drawing  until
paid in full, at an interest rate per annum equal to six percent. From and after
the occurrence of an Event of Acceleration  described in Section 4.01 below, the
Loans  (and  any  past-due  amounts  of  principal,  interest  or  other  monies
hereunder) shall bear interest at a rate (the "Default Rate") equal to 1.5% over
the rate otherwise  applicable  hereunder until such Event of Acceleration shall
be cured.

                                   ARTICLE II
                                TERMS OF PAYMENT

         SECTION 2.1.               Prepayments.

         Borrower may prepay the Loans without penalty.

         SECTION 2.2.               Payments and Computations.

         (a) The Borrower  shall repay the Loans in equal  monthly  installments
over a five (5) year period commencing on the termination of the Initial Term.

         (b)  Principal,  interest  and other  amounts  payable by the  Borrower
hereunder  shall  be paid in  lawful  money  of the  United  States  (in  freely
transferable Dollars) to the Lender at its executive offices.

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         (c) Interest  hereunder  shall be payable on the basis of a year of 360
days and the actual number of days elapsed.

                                   ARTICLE III
                         REPRESENTATIONS AND WARRANTIES

         SECTION 3.1.  Representations  and Warranties.  To induce the Lender to
make the Loans, the Borrower represents and warrants that: (a) the Borrower is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Florida;  (b) the  Borrower  has taken all  corporate  and legal
action  necessary to authorize the execution,  delivery and  performance of this
Agreement;  (c) this Agreement constitutes a legal, valid and binding obligation
of the  Borrower  enforceable  in  accordance  with its  terms  in the  State of
Florida; and (d) the execution and delivery of this Agreement and the Borrower's
performance  of its  obligations  under  this  Agreement  will not  violate  any
provisions of the Borrower's Articles of Incorporation or By-laws, or any law or
regulation or agreement of any nature binding upon it or its property.

                                   ARTICLE IV
                             EVENTS OF ACCELERATION

         SECTION 4.1. Events of  Acceleration.  The following  shall  constitute
Events of  Acceleration  hereunder:  (a) the Borrower shall fail to pay when due
any principal of or interest on the Loans or any other amount payable hereunder,
and in the case of any amount  other than  principal  or  interest,  such amount
shall  remain  unpaid  for a period of at least 30 days after the date when due;
(b) the Borrower shall be in default in the due performance or observance of any
other term contained  herein for a period of 30 days after the Lender shall have
given the  Borrower  written or telex notice of such  default;  (c) the Borrower
shall  become  insolvent  or unable to pay its  debts as they  mature,  or shall
consent to the  appointment  of a trustee,  intervener or receiver for it or for
all or a substantial  part of its property,  or any such trustee,  intervener or
receiver  shall  be  appointed,  or  bankruptcy,  dissolution,   reorganization,
intervention,  arrangement or liquidation  proceedings  (or similar  proceedings
analogous in purpose or effect)  shall be instituted by the Borrower or any such
proceedings  instituted  against the Borrower shall not have been  discharged or
stayed within a period of 60 days from when instituted;  (d) any representation,
warranty or  statement,  made or  delivered to the Lender by or on behalf of the
Borrower in  connection  herewith  shall prove to be untrue or misleading in any
material respect; (e) the Borrower or its share holders shall take any steps for
the Borrower's  liquidation or winding-up;  (f) it shall become unlawful for the
Borrower or the Lender to perform any of its respective  obligations  hereunder;
(g) the  Borrower  shall  cease to carry on  business,  or  shall,  without  the
Lender's prior written consent, cause or permit any sale, transfer,  lien, lease
or encumbrance,  other than at arm's length and for new and fair  consideration,
of a significant  portion of the Borrower's  assets; or (h) any party giving any
collateral or security for the Borrower's  obligations  hereunder  shall default
under the terms of any agreement concerning such security or collateral.

         SECTION 4.2. If any of the foregoing Events of Acceleration shall occur
and be continuing,  then the Lender,  in its sole discretion,  from time to time
may: (a) by telex or written  notice to the Borrower  declare all or any portion
of the Loans, accrued interest thereon and all other amounts due hereunder to be
immediately due and payable, whereupon the same shall become immediately due and
payable without any other demand, presentment, notice or protest whatsoever, all
of which the Borrower hereby irrevocably waives; and/or (b) without prior notice
to the Borrower exercise any other right hereunder or available to the Lender at
law or in equity.

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                                    ARTICLE V
                                  MISCELLANEOUS

         SECTION 5.1.  Amendments.  Etc. No amendment or waiver of any provision
of this Agreement,  nor consent to any departure by the Borrower herefrom, shall
be  effective  unless the same shall be in writing  and signed by the Lender and
then such waiver or consent shall be effective only in the specific instance and
for the specific purpose for which given.

         SECTION 5.2.  Costs and Expenses.  The Borrower shall pay all costs and
expenses in connection with the preparation,  execution, delivery, amendment and
enforcement of this Agreement,  including the reasonable fees and  out-of-pocket
expenses of counsel for the Lender with respect thereto.

         SECTION 5.3. Jurisdiction. The Borrower hereby irrevocably consents and
agrees  that any  action or  proceeding  arising  out of this  Agreement  may be
brought  against the  Borrower in any federal or state court  sitting in Broward
County,  Florida, and waives any objection which it may now or hereafter have to
the  laying of venue by any such  court in any such  action or  proceeding.  The
Borrower  also agrees that  service of process in any such action or  proceeding
shall be properly  served upon it if delivered  personally or sent by registered
airmail to the Borrower's address then registered on the Lender's books. Nothing
herein  shall  affect the  Lender's  right to serve  process in any other manner
permitted  by law or to bring  actions  or  proceedings  in any other  competent
jurisdiction.

         SECTION 5.4.  Notices.  Any notices  which may be given to either party
hereunder  shall be in writing  and, if  addressed  to the  Lender,  sent to the
offices of the Lender  located at 1601 Clint  Moore Road,  Boca  Raton,  Florida
33487, or to such other address as the Lender may hereafter  notify the Borrower
in  writing,  and if  addressed  to the  Borrower,  sent to the  address  of the
Borrower from time to time on the Lender's books. Any such notice,  if delivered
personally, by telex or telegram, shall be effective on the date when given, and
if sent by mail, shall be effective five Business Days after posting.

         SECTION 5.5.  Survival of Indemnities.  The indemnities of the Borrower
to the Lender under this Agreement shall survive repayment of the Loans.

         SECTION 5.6.  Binding  Effect:  Governing Law. This Agreement  shall be
binding  upon and inure to the benefit of the  Borrower and the Lender and their
respective successors and assigns.  Neither party may assign all or any part of,
or any interest in, the rights  hereunder and in the Loans,  without the written
consent of the other party.  This Agreement shall be governed by, and the rights
and  obligations  of the parties  construed in accordance  with, the laws of the
State of Florida.


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         IN WITNESS  WHEREOF,  the  Borrower  and the Lender  have  caused  this
Agreement to be executed  and  delivered in Broward  County,  Florida,  by their
respective  officers  thereunto  duly  authorized,  as of the date  first  above
written.

                                              ENER1, INC.


                                              By:/s/Larry L. Light
                                              Name:Larry L. Light
                                              Title:Chief Executive Officer


                                              ENER1 TECHNOLOGIES, INC.

                                              By:/s/R Michael Brewer
                                              Name: R Michael Brewer
                                              Title: Chief Financial Officer


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                                    EXHIBIT A



                          ===========================


Gentlemen:

         Please  credit  to  our  current   account  with  you   $__________  on
__________________, 200_.

                                            Sincerely,



                                            By:_____________________________
                                               Name:
                                               Title:


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