EXHIBIT 10.34  













OFFICER
ENGAGEMENT AGREEMENT  




Date:  November 14, 2002 




	From: 	
iQ POWER TECHNOLOGY INC. 

(the "Company")







	At: 	
In care of its registered office at

Suite 708, 1111 West Hastings Street
Vancouver, BC, Canada V6E 2J3










	To: 	
MARCO GRAF VON MATUSCHKA 

(the "Officer") 






	At: 	
Waakirchner Str. 40,

81379 Munchen,
Germany 






IN CONSIDERATION for the mutual
promises and covenants and the terms and conditions set out in Sections 1 through 8
attached, the Company hereby offers and the Officer hereby accepts engagement with the
Company upon the terms and conditions set forth herein: 







	Position	
Chief Financial Officer  






	Responsibilities:	
As described in Schedule A. 








	Term
of Agreement:	
November 14, 2002, through March 31, 2003.  








	Compensation:	
The Company shall pay the Officer US$3,000 per
month as consideration for the services of the Officer hereunder, payable on the last
business day of each month during the term of this Agreement,
one-half of which shall be paid by
the delivery to the Officer of 3,333 common shares of the Company (the "Shares') at a
deemed issue price per share of US $0.45. The first monthly payment
shall be on a pro rata basis for a
period of one-half month.  







	Governing
Jurisdiction:                              	
Canada. 







	Jurisdiction:	
The Court at the domicile of the Company is
exclusively competent to hear any disputes resulting from or in the context of this
contract. 







	Signing
Bonus:                                       	
In recognition of the agreement of the
Officer to accept the position of Chief Financial Officer of the Company in accordance
with the terms of this Agreement and his services to the Company to
date, the Company hereby awards the
Consultant and agrees to pay an immediate bonus of US$10,000 following execution of this
Agreement.  






Executed and delivered by and on
behalf of the Company and the Officer at Unterhaching, Germany, effective the date and
year first above written. 







	iQ
POWER TECHNOLOGY INC. 



           
           
           
           
           

           

Peter E. Braun, President






           
           
           
           
           
           

Russell W. French, President 
	


           
           
           
           
           
           

MARCO GRAF VON MATUSCHKA

 
























































Officer Engagement Agreement 

Page 2  














IN CONSIDERATION for the mutual
promises and covenants and the terms and conditions contained in this Agreement, the
Company hereby offers and the Officer hereby accepts engagement with the Company upon the
terms and conditions set forth herein. 




1.00    Position  



1.01    The Officer shall hold the
position indicated in on the first page hereof and in such capacity, shall carry out the
duties and responsibilities commensurate with that position as such duties are more
specifically defined from time to time during the term of this Agreement by the Board of
Directors of the Company. 



1.02    This is an international
consulting contract and the Officer is required to provide his services in such
jurisdictions as the Company may require and the Board of Directors or Chief Executive
Officer of the Company from time to time direct. 





2.00    Terms; Termination of Employment  



2.01    The term of engagement pursuant
to this Agreement shall be for the term stated on the first page hereof. The engagement
shall continue thereafter on a quartely basis until terminated by the Company or the
Officer and shall include the requirement to complete the filing of any quarterly report
or annual financial report required by law of the Company coming due in that quarter,
unless the Company waives such requirement. Following the initial term stated on the first
page hereof the Officer may terminate his services at any time and for any reason upon 30
days written notice to the Company. The Officer acknowledges that his appointment as Chief
Financial Officer is at the pleasure of the Board of Directors of the Company and that his
position may be terminated at any time the Board determines upon 30 days written notice.
Any such termination shall be effective when made but, except in the case of termination
for cause, any remuneration provided for hereunder shall continue for the term of the
Agreement in effect at the date of termination. 



2.02    If the Officer’s engagement
is terminated, he shall continue to be bound by the terms of Sections 5.00 and 6.00 of
this Agreement. 




3.00    Compensation  



3.01    During the term of this
Agreement, the Officer shall be paid in accordance with the payment provisions on the
first page hereof. 




4.00    Benefits  



4.01    The Officer shall be entitled on
approval by the Board of Directors of the Company to participate in all other benefits
provided by the Company to its directors and officers. 















































Officer Engagement Agreement 

Page 3  
















5.00    Ownership of Technology; Confidentiality  




5.01    Confidential Information  



The Officer recognizes and
acknowledges that during the course of his engagement, he will have access to certain
information not generally known to the public, relating to the products, sales or business
of the Company which may include, without limitation, software, literature, data,
programs, customer contact lists, sources of supply, prospects or projections,
manufacturing techniques, processes, formulas, research or experimental work, work in
process, trade secrets or any other proprietary or confidential matter (collectively, the
“Confidential Information”). The Officer recognizes and acknowledges that this
Confidential Information constitutes a valuable, special and unique asset of the Company,
access to and knowledge of which are essential to the performance of the Officer’s
duties. The Officer acknowledges and agrees that all such Confidential Information,
including without limitation that which the Officer conceives or develops, either alone or
with others, at any time during his engagement by the Company, is and shall remain the
exclusive property of the Company. The Officer further recognizes, acknowledges and agrees
that, to enable the Company to perform services for its customers or its clients, such
customers or clients may furnish to the Company or the Officer Confidential Information
concerning their business affairs, property, methods of operation or other data, that the
goodwill afforded to the Company depends on the Company and its employees preserving the
confidentiality of such information, and that such information shall be treated as
Confidential Information of the Company for all purposes under this Agreement. 





5.02    Non-Disclosure  



The Officer agrees that, except as
directed by the Company, the Officer will not at any time, whether during or after his
engagement with the Company, use or disclose to any person for any purpose other than for
the benefit of the Company any Confidential Information, or permit any person to use,
examine and/or make copies of any documents, files, data or other information sources
which contain or are derived from Confidential Information, whether prepared by the
Officer or otherwise coming into the Company’s possession or control without the
prior written permission of the Company. The Officer’s obligations under subsections
5.01 and 5.02 are indefinite in term and shall survive the termination of this Agreement. 




5.03    Work Product and
Copyrights  



The Officer agrees that all right,
title and interest in and to the materials resulting from the performance of the
Officer’s duties at the Company and all copies thereof, including works in progress,
in whatever media, (the “Work”), will be and remain in the Company upon their
creation. The Officer will mark all Work with the Company’s copyright or other
proprietary notice as directed by the Company. The Officer further agrees: 



     	a. 	
          To the extent that any portion of the Work constitutes a work protectable under
          the copyright laws of the United States, Canada, or Germany (the “Copyright
          Law”), that all such Work will be considered a “work made for
          hire” as such term is used and defined in the Copyright Law and that the
          Company will be considered the “author” of such portion of the Work
          and the sole and exclusive owner throughout the world of copyright therein; and 



          









































Officer Engagement Agreement 

Page 4  

















     	b. 	
          If any portion of the Work does not qualify as a “work made for hire”
          as such term is used and defined in the Copyright Law, that the Officer hereby
          assigns and agrees to assign to the Company, without further consideration, all
          right, title and interest in and to such Work or in any such portion thereof and
          any copyright therein and further agrees to execute and deliver to the Company,
          upon request, appropriate assignments of such Work and copyright therein and
          such other documents and instruments as the Company may request to fully and
          completely assign such Work and copyright therein to the Company, its successors
          or nominees, and that the Officer hereby appoints the Company as
          attorney-in-fact to execute and deliver any such documents on the Officer’s
          behalf in the event the Officer should fail or refuse to do so within a
          reasonable period following the Company’s request. 



          




5.04    Possession  



The Officer agrees that upon request
by the Company and in any event upon termination of engagement, the Officer shall turn
over to the Company all Confidential Information in the Officer’s possession or under
his control which was created pursuant to, is connected with or derived from the
Officer’s services to the Company, or which is related in any manner to the
Company’s business activities or research and development efforts, whether or not
such materials are in the Officer’s possession as of the date of this Agreement. 




6.00    Saving Provision  



6.01 The Company and the Officer
agree and stipulate that the agreements and covenants contained in the preceding Section
5.00, including the scope of the restricted activities described therein and the duration
and geographic extent of such restrictions, are fair and reasonably necessary for the
protection of Confidential Information, goodwill and other protectable interests, in light
of all of the facts and circumstances of the relationship between the Officer and the
Company. In the event a court of competent jurisdiction should decline to enforce any
provision of the preceding paragraphs, such paragraphs shall be deemed to be modified to
restrict the Officer’s competition with the Company to the maximum extent, in both
time and geography, which the court shall find enforceable. 




7.00    Injunctive Relief  



7.01 The Officer acknowledges that
disclosure of any Confidential Information or breach or threatened breach of any of the
non-competition and non-disclosure covenants or other agreements contained herein would
give rise to irreparable injury to the Company or clients of the Company which injury
would be inadequately compensable in money damages. Accordingly, the Company or where
appropriate, a client of the Company, may seek and obtain an injunctive relief from the
breach or threatened breach of any provision, requirement or covenant of this Agreement,
in addition to and not in limitation of any other legal remedies which may be available.
The Officer further acknowledges, agrees and stipulates that, in the event of the
termination of engagement with the Company, the Officer’s experience and capabilities
are such that the Officer can obtain engagement in business activities which are of a
different and non-competing nature with his activities as an Officer of the Company and
that the enforcement of a remedy hereunder by way of injunction shall not prevent the
Officer from earning a reasonable livelihood. The Officer further acknowledges and agrees
that the covenants contained herein are necessary for the protection of the Company’s
legitimate business interests and are reasonable in scope and content. 





































Officer Engagement Agreement 

Page 5  





















8.00    General  



8.01    This Agreement is made under and
subject to the laws of the Governing Jurisdiction stated on the first page hereof. 



8.02    The Officer authorizes the
Company to reveal the terms of this Agreement if it is required so under any governmental
laws applicable to the Company. 



8.03    Officer represents and warrants
to Company that Officer is free to enter into this Agreement and has no commitment,
arrangement or understanding to or with any party that restrains or is in conflict with
Officer’s performance of the covenants, services and duties provided for in this
Agreement. 



8.04    During the Officer’s
engagement or the duration of mutual duties between the Officer and the Company under this
Agreement, this Agreement and the mutual duties between the Officer and the Company under
this Agreement may not be assigned by either party without the written consent of the
other. 



8.05    This Agreement is
binding upon the Officer and permitted assigns and on Company, its successors and assigns. 



8.06    Any notice required or permitted
to be given hereunder are sufficient if in writing and delivered by hand, by facsimile or
by registered or certified mail, to a party at its address noted on the first page hereof 



8.07    If any provision of this
Agreement or compliance by any of the parties with any provision of this Agreement
constitutes a violation of any law, or is or becomes unenforceable or void, then such
provision, to the extent only that it is in violation of law, unenforceable or void, shall
be deemed modified to the extent necessary so that it is no longer in violation of law,
unenforceable or void, and such provision will be enforced to the fullest extent permitted
by law. If such modification is not possible, said provision, to the extent that it is in
violation of law, unenforceable or void, shall be deemed severable from the remaining
provisions of this Agreement, which provisions will remain binding on the parties. 



8.08    No failure on the part of either
party to exercise, and no delay in exercising, any right or remedy hereunder will operate
as a waiver thereof; nor will any single or partial waiver of a breach of any provision of
this Agreement operate or be construe as a waiver of any subsequent breach; nor will any
single or partial exercise of any right or remedy hereunder preclude any other or further
exercise thereof or the exercise of any other right or remedy granted hereby or by law. 








































Officer Engagement Agreement 

Page 6  





















8.09    This instrument contains the
entire agreement of the parties with respect to the relationship between the Officer and
the Company and supersedes all prior agreements and understandings, and there are no other
representations or agreements other than as stated in this Agreement related to the terms
and conditions of the Officer’s engagement. This Agreement may be changed only by an
agreement in writing signed by the party against whom enforcement of any waiver, change,
modification, extension or discharge is sought. 



8.10    In the event it becomes
necessary to enforce this Agreement through legal action, whether or not a suit is
actually commenced, the party which obtains substantial success in a legal action shall be
entitled to his or actual reasonable solicitor’s fees and disbursements. 



8.11    Any reference in this Agreement
in the masculine gender shall include the feminine and neuter genders, and vice versa, as
appropriate. Any reference in this Agreement in the singular shall mean the plural and
vice versa, as appropriate. 



8.12    All references to money in this
Agreement are or shall be to money in lawful money of the United States of America stated
on the first page hereof. 


































































SCHEDULE
A  






Duties shall include: 



	a. 	responsibility
for overall financial reporting of the Company, and its           subsidiaries, including
day to day planning, organizing, and allocation of           resources;  






	b. 	preparation
of consolidated financial statements of the Company to be filed in           connection
with the Company1s quarterly and year end reports, 10-Q, and           10-K;  






	c. 	cooperation
with and direction of the Company1s auditors during the year           end audit
procedures and the quarterly reviews of such reports;  






	d. 	coordination
of the preparation of the Company1s quarterly and year end           reports, 10-Q
and 10-K, including timely distribution of the reports to the           Company1s
audit committee;  






	e. 	participation
in the Company’s Disclosure Committee;  






	f. 	preparation
and enforcement of the disclosure controls and procedures, in           coordination with
the Company1s legal counsel;  






	g. 	proposing
and establishing of adequate controlling and reporting procedures fit           to adjust
to the Company1s development;  






	h. 	presenting
and representation of the Company at investor conferences and           shareholder
meetings;  






	i. 	negotiations
with banks and other financial institutions; and  






	j. 	any
other obligations in the scope of a usual Chief Financial Officer’s
          responsibility, to be decided on a case by case situation and as assigned by
the           Company’s Chief Executive Officer or Board of Directors.