<PAGE>

Exhibit 10.7

                                   ASSIGNMENT


         For $1 and other valuable consideration, the receipt and sufficiency of
which is hereby  acknowledged,  ENERNOW  TECHNOLOGIES,  INC.  ("EnerNow") hereby
assigns to ENER1 TECHNOLOGIES,  INC. the contract entitled ENERNOW  PROFESSIONAL
SERVICES  CONSULTING  AGREEMENT  (IMPLEMENTED BY WORK ORDER) between EnerNow and
Salvatore Morgera, dated April 22, 2002 (the "Consulting Agreement"), a true and
complete  copy of which is attached  hereto as Exhibit A,  together  with all of
EnerNow's rights and obligations under the Consulting Agreement, effective as of
September 1, 2002.

         EnerNow agrees that it will cooperate with Dr. Morgera to determine any
and all payments that may have become due to Dr.  Morgera prior to the effective
date hereof (including, without limitation,  payments that may be due under Part
5: Fees,  Deposits  and Payment  Schedule of SOW #1 in Exhibit A - Statement  of
Work to the Consulting  Agreement),  and that,  notwithstanding this Assignment,
EnerNow will remain  obligated  to, and shall,  make all such  payments that may
have become due to Dr. Morgera prior to the effective date hereof.


ENERNOW TECHNOLOGIES, INC.                    ENER1 TECHNOLOGIES, INC.

By:      /s/Larry L. Light                    By:      /s/R. Michael Brewer

Name:    Larry L. Light                       Name:    R. Michael Brewer

Title:   President                            Title:   Vice President




                   ACKNOWLEDGEMENT AND AGREEMENT TO ASSIGNMENT


         For $1 and other valuable consideration, the receipt and sufficiency of
which is hereby  acknowledged,  I hereby acknowledge,  consent to and ratify the
above assignment, in accordance with the terms thereof.

                                                     /s/Salvatore Morgera
                                                     Salvatore Morgera


                                       1
<PAGE>



                                    EXHIBIT A

                      COPY OF EXECUTED CONSULTING AGREEMENT

                              [See attached pages]


                                       2
<PAGE>



                          ENERNOW PROFESSIONAL SERVICES
                CONSULTING AGREEMENT (IMPLEMENTED BY WORK ORDER)

         This  CONSULTING  AGREEMENT (this  "Agreement"),  made and entered into
this 22nd day of April,  2002,  by and between  ENERNOW  TECHNOLOGIES,  Inc.,  a
Florida  corporation,  having a principal  place of business at 1601 Clint Moore
Road, Boca Raton,  Florida 33487,  USA  (hereinafter  "EnerNow"),  and Salvatore
Morgera, an individual, having a principal place of business at 777 Glades Road,
Boca Raton, Florida 33431 (hereinafter "Consultant").

                                    ARTICLE 1
                              TERM AND TERMINATION

         1.1 TERM. This Agreement will become  effective on the date first shown
above and will continue in effect  through the completion of each Work Order (as
described in Section 3.1 hereof),  unless earlier  terminated under Section 1.2.
The initial  Work Orders are  attached as Exhibit A and  numbered  sequentially.
Additional Work Orders may be added, from time to time, and shall be added under
Exhibit A and numbered sequentially.

         1.2  TERMINATION  OF WORK ORDERS.  EnerNow or Consultant  may, at their
sole option,  terminate any Work Order,  or any portion  thereof,  upon five (5)
business days advance  written  notice.  If termination is enacted by EnerNow or
Consultant,  upon receipt of such notice, Consultant shall advise EnerNow of the
extent to which  performance  has been completed  through such date, and collect
and deliver to EnerNow whatever work product then exists in its current state as
requested by EnerNow.  Consultant  shall be paid for all work performed  through
the date of termination within ten (10) business days of termination.

         1.3  SURVIVAL.  In the  event  of any  termination  of this  Agreement,
Articles 5, 6, and 7 hereof shall survive and continue in effect.

                                    ARTICLE 2
                          INDEPENDENT CONTRACTOR STATUS

         2.1  INTENTION  OF PARTIES.  It is the  intention  of the parties  that
Consultant be an  independent  contractor and not an employee,  agent,  or joint
venture of EnerNow.  Nothing in this Agreement shall be interpreted or construed
as creating or establishing  the  relationship of employer and employee  between
EnerNow and Consultant or any employee or agent of Consultant

2.2  NONEXCLUSIVE.  Consultant shall retain the right to perform work for others
during the terms of this  Agreement,  provided  such work does not interfere nor
compete with the services  being  provided to EnerNow.  EnerNow shall retain the
right to cause work of the same or a different  kind to be  performed by its own
personnel or other contractors during the term of this Agreement


                                       3
<PAGE>

                                    ARTICLE 3
                     SERVICES TO BE PERFORMED BY CONSULTANT

         3.1 WORK ORDERS.  All work performed by Consultant  shall be documented
in a Work  Order  signed  by an  authorized  representative  of  EnerNow  and by
Consultant.  Each Work Order shall set forth, at a minimum, the work to be done,
the duration of the assignment,  (including  specific  assignment  start and end
dates  and any  associated  bonus)  and the fees  for the work to be  performed.
Consultant shall have the right to accept or decline any proposed Work Order.

         3.2 METHOD OF PERFORMING  SERVICES.  Consultant,  in consultation  with
EnerNow, will determine the method, details, and means of performing the work to
be carried out for EnerNow. In addition, EnerNow shall be entitled to exercise a
broad  general  power  of  supervision  and  control  over the  results  of work
performed  by  Consultant  to ensure  satisfactory  performance.  This  power of
supervision  shall include the right to inspect,  stop work, make suggestions or
recommendations as to the details of the work, and request  modifications to the
scope of the Work Order. Modifications to the scope of the Work Order by EnerNow
resulting  in  additional  services  by  the  Consultant  shall  be  compensated
accordingly.  Modifications to the scope of the Work Order by EnerNow  resulting
in the extension of the duration of any assignment will not limit the Consultant
to attain any bonus associated with said assignment.


         3.3  SCHEDULING.  Consultant  will try to accommodate the work schedule
requests  of EnerNow  to the extent  possible.  Should  Consultant  be unable to
perform   scheduled   services   because  of  illness  or  other  causes  beyond
Consultant's reasonable control,  Consultant will attempt to replace such effort
within a reasonable time and such effort will not limit the Consultant to attain
any bonus associated with said work schedule requests.
..

         3.5   REPORTING.   EnerNow  will  advise   Consultant  of  the  EnerNow
representative  to whom  Consultant  will report progress on day-to-day work for
each  Statement  of Work.  EnerNow  and  Consultant  shall  develop  appropriate
administrative  procedures for  performance of work. The Consultant will provide
EnerNow with a weekly  status report after actual work efforts  begin,  advising
EnerNow of the status of Work Order  activities.  This report  will  outline the
status of tasks worked on during the period of the engagement.

                                    ARTICLE 4
                                  COMPENSATION

         4.1 TIME AND  MATERIALS  BASED  BILLING.  Work  performed by Consultant
under each Work Order shall be billed on a time and materials basis.

         4.2 RATES. The hourly time and materials billing rate will be stated in
each Work Order

         4.3 ESTIMATES. For a time and materials,  work order estimates of total
fees for  engagements  may be provided in a Work Order.  Consultant  will notify
EnerNow as soon as possible if he expects that the actual fees or materials will
exceed the  estimate  and  EnerNow  may, if EnerNow so  chooses,  terminate  the
engagement in the manner set forth in Section 1.2 above.

                                       4
<PAGE>

         4.4  INVOICES.  Consultant  shall  submit  invoices  to EnerNow for the
services  furnished  and any  pre-approved  expenses  incurred  hereunder.  Each
invoice will provide a breakdown and  distribution of charges by hourly fees and
expense  items.  Payment fees,  schedules and terms and  conditions  shall be as
provided in each specific Statement of Work.

         4.5 PAYMENT  TERMS.  Payment  terms shall be as stated in each specific
Statement of Work

         4.6  EXPENSES.  EnerNow shall  reimburse  Consultant  for  pre-approved
reasonable travel and related  expenses,  subject to any limits set forth in the
applicable Statement of Work.


                                    ARTICLE 5

TREATMENT OF CONSULTANT AND ANY ASSOCIATES AS NON-EMPLOYEES OF ENERNOW

         5.1  WORKERS'   COMPENSATION.   Notwithstanding   any  other   workers'
compensation  or insurance  policies  maintained  by EnerNow,  Consultant  shall
procure and  maintain  workers'  compensation  coverage  sufficient  to meet any
statutory requirements.

         5.2 STATE AND  FEDERAL  TAXES.  As  neither  Consultant  nor any of his
associates are EnerNow's employees, EnerNow shall not take any action or provide
neither   Consultant  nor  his  associates  with  any  benefits  or  commitments
inconsistent with their status as non-employees of EnerNow.  In particular,  but
not limited to the following:

         o        EnerNow  will  not  withhold  FICA  (Social   Security)   from
                  Consultant's payments.

         o        EnerNow will not make state or federal unemployment  insurance
                  contributions on behalf of Consultant or his associates.

         o        EnerNow  will not withhold  state and federal  income tax from
                  payment to Consultant

         o        EnerNow will not make disability  insurance  contributions  on
                  behalf of Consultant or his associates.

         o        EnerNow  will not obtain  workers'  compensation  insurance on
                  behalf of Consultant or his associates.


                                       5
<PAGE>

                                    ARTICLE 6
                          INTELLECTUAL PROPERTY RIGHTS

                  6.1 CONFIDENTIALITY. "CONFIDENTIAL INFORMATION" shall mean all
information  not  known or  generally  available  without  restrictions  on use,
including, without limitation,  know-how, trade secrets,  intellectual property,
operational  methods,   marketing  plans  or  strategies,   product  development
techniques or plans,  processes,  designs and design  projects,  inventions  and
research projects and other business affairs, including the terms and conditions
of this Agreement and the negotiations  between the Parties with respect to this
Agreement.  The Parties agree that all Confidential  Information will be clearly
marked as such upon  delivery to the other Party,  or, if  communicated  orally,
will  be  clearly   specified  as  Confidential   Information  at  the  time  of
communication  and confirmed in writing as confidential  within thirty (30) days
thereafter.  All Licensed Technology and Know-How shall constitute  Confidential
Information of ENERNOW.  Information subject to any of the following  exceptions
shall not be considered Confidential Information:

                  a)       information,  which is or becomes generally available
                           other  than  as  a  result  of  the  breach  of  this
                           Agreement by either Party;

                  b)       information,   the  release  of  which  is  expressly
                           authorized  in writing by the Party  having the legal
                           right to disclose such information; or

                  c)       information,  which is already  lawfully  known to or
                           independently  developed by either Party  without the
                           use  of  any   Confidential   Information   disclosed
                           hereunder; or

                  d)       information,  which  is  lawfully  obtained  from any
                           Third Party.

         Consultant  acknowledges that the Confidential  Information constitutes
and shall  constitute  valuable  assets  and trade  secrets.  Accordingly,  when
Consultant receives confidential information from EnerNow Consultant shall, both
during  the  term of this  Agreement  and for  three  (3)  years  following  the
termination  thereof,  (i) keep  secret  and  retain  in strict  confidence  any
Confidential  Information received from EnerNow,  (ii) not disclose to any third
party  any  Confidential  Information  received  from  EnerNow  for  any  reason
whatsoever,  (iii) not  disclose  any  Confidential  Information  received  from
EnerNow to Consultant's employees or associates,  except on a need-to-know basis
and only after  instructing  each such  employee or associate not to disclose or
otherwise  make  available any  Confidential  Information to any third party and
provided each such employee or associate is bound by appropriate confidentiality
agreements with Consultant and (iv) not make use of any Confidential Information
received from EnerNow for its own purposes or for the benefit of any third party
except as authorized by this Agreement.

         In the event of any legal action or proceeding or asserted  requirement
under  applicable  law  or  government   regulations   requesting  or  demanding
Consultant  to  disclose  this  Agreement  or  any   Confidential   Information,
Consultant shall immediately notify EnerNow in writing of such request or demand
so that  EnerNow  may  seek  an  appropriate  protective  order  or  take  other
protective  measures.  Consultant shall, upon the request of EnerNow,  cooperate
reasonably  with EnerNow in contesting  such request or demand at the expense of
EnerNow,  including,  without  limitation,  consulting  with  EnerNow  as to the
advisability of taking legally  available steps to resist or narrow such request
or demand.  If in the absence of a protective  order or a waiver  hereunder from
EnerNow,  Consultant is compelled to disclose this Agreement or any Confidential
Information  to any  tribunal or  otherwise  stand liable for contempt or suffer
other  penalty,  Consultant  may disclose  this  Agreement or such  Confidential
Information to such tribunal without  liability  hereunder;  PROVIDED,  HOWEVER,
Consultant (a) shall give EnerNow written notice of the Confidential Information
to be so disclosed as far in advance of its  disclosure as is  practicable,  (b)
shall  furnish  only  that  portion  of  this  Agreement  or  the   Confidential
Information  which is  legally  required,  and (c)  shall use best  efforts,  at
EnerNow's  expense,  to  obtain  an  order  or  other  reliable  assurance  that
confidential  treatment  will be accorded to such portions of this  Agreement or
the Confidential Information to be disclosed as EnerNow designates.

                                       6
<PAGE>

         In the  event  Consultant  becomes  aware  that any  person  or  entity
(including,  but not limited to, any  Affiliate  or employee of  Consultant)  is
taking, threatens to take or has taken any action which would violate any of the
foregoing  provisions of this  Agreement,  Consultant  shall  promptly and fully
advise  EnerNow  of all facts  known to  Consultant  concerning  such  action or
threatened  action.  Consultant  shall not in any way aid, abet or encourage any
such action or threatened  action, and Consultant agrees to use its best efforts
to prevent  such action or  threatened  action,  including,  but not limited to,
assigning  any cause of  action it may have  relating  to the  violation  of the
foregoing  provisions to EnerNow,  and  Consultant  agrees to do all  reasonable
things and  cooperate in all  reasonable  ways as may be requested by EnerNow to
protect  the trade  secrets  and  proprietary  rights of  EnerNow  in and to the
Confidential Information.

         The terms and  conditions  of this  Agreement  will not be disclosed by
either Party,  except with the prior written  consent of the other Party,  or as
may  be  required  by  law or  necessary  to  establish  its  rights  hereunder.
Notwithstanding  the foregoing,  (i) each Party shall have the right to disclose
the terms and conditions of this Agreement,  if necessary,  to any legal counsel
of such be required to establish its rights  hereunder,  and (ii) subsequent the
execution of this Agreement, the Parties may jointly or individually issue press
releases or otherwise publicly disclose the Parties' relationship,  (a) provided
such  Party has  obtained  the prior  written  approval  of the  content of such
disclosure  for the other  Party and (b) that such  disclosure  does not include
information  which would be prohibited  from disclosure by either Party pursuant
to this Agreement or that certain Confidentiality Agreement between the Parties.
The  approval  of  such  press  release  or  other  disclosure  of the  Parties'
relationship  shall be given by a Party within ten (10) business days  following
the request by the other Party,  or in the event the approval is not given,  the
disapproving Party shall provide commercially reasonable objections.

         6.2 OWNERSHIP OF WORK PRODUCT.  Including all pre-existing intellectual
property developed and owned by ENERNOW, all copyrights, patents, trade secrets,
or other  intellectual  property  rights  associated  with any ideas,  concepts,
techniques,  inventions,  processes, or works of authorship developed or created
by Consultant  or his  associates  in the course of  performing  EnerNow's  work
(collectively,  the "Work  Product")  shall  belong  exclusively  to EnerNow and
shall,  to the extent  possible,  be considered a work made for hire for EnerNow
within  the  meaning  of  Title  17  of  the  United  States  Code.   Consultant
automatically assigns, at the time of creation of the Work Product,  without any
requirement of further consideration,  any right, title, or interest he may have
in such Work Product,  including any copyrights or other  intellectual  property
rights pertaining thereto.  Upon request of EnerNow,  Consultant shall take such
further  actions,  and shall cause its  personnel to take such further  actions,
including  execution  and  delivery  of  instruments  of  conveyance,  as may be
appropriate to give full and proper effect to such assignment.


                                       7
<PAGE>

         6.3  RESIDUAL  RIGHTS OF  PERSONNEL.  Notwithstanding  anything  to the
contrary  herein,  Consultant and his associates shall be free to use and employ
his and their general skills, know-how, and expertise, and to use, disclose, and
employ any generalized ideas, concepts, know-how, methods, techniques, or skills
gained or learned  during the  course of any  assignment,  so long as he or they
acquire and apply such  information  without  disclosure of any  confidential or
proprietary   information  of  EnerNow  and  without  any  unauthorized  use  or
disclosure of the Work Product.

                                    ARTICLE7
                           LIMITATIONS AND WARRANTIES

         7.1  DISCLAIMER.  CONSULTANT  DOES NOT MAKE ANY  WARRANTY,  EXPRESS  OR
IMPLIED,  WITH RESPECT TO THE SERVICES  RENDERED BY HIM OR THE RESULTS  OBTAINED
FROM  HIS  WORK,  INCLUDING,   WITHOUT  LIMITATION,   ANY  IMPLIED  WARRANTY  OF
MERCHANTABILITY  OR  FITNESS  FOR  A  PARTICULAR  PURPOSE.  IN  NO  EVENT  SHALL
CONSULTANT  BE  LIABLE  FOR  CONSEQUENTIAL,  INCIDENTAL,  SPECIAL,  OR  INDIRECT
DAMAGES,  OR FOR ACTS OF  NEGLIGENCE  THAT ARE NOT  INTENTIONAL  OR  RECKLESS IN
NATURE,  REGARDLESS  OF WHETHER HE HAS BEEN ADVISED OF THE  POSSIBILITY  OF SUCH
DAMAGES.


         7.2  LIABILITY.  In no event shall either party be liable for indirect,
incidental,  special or  consequential  damages or damages  for lost  profits or
revenues for any claim relating to the performance or  non-performance  of their
respective obligations under this Agreement or for any default or termination of
this Agreement.


         7.3 WARRANTIES.  Each party represents and warrants that (a) it has the
power  and  authority  to enter  into  this  Agreement,  and (b) the  execution,
delivery and performance of this Agreement does not conflict with any agreement,
instrument or understanding, oral or written, to which it is a party or by which
it may be bound.





                                    ARTICLE 8
                               GENERAL PROVISIONS

         8.1 NOTICES.  Any notices to be given  hereunder by either party to the
other may be  effected  either  by  personal  delivery  in  writing  or by mail,
registered or certified,  postage prepaid with return receipt requested.  Mailed
notices  shall be  addressed  to the parties at the  addresses  appearing in the
introductory paragraph of this Agreement, but each party may change such address
by  written  notice  in  accordance  with  this  paragraph.   Notices  delivered
personally will be deemed communicated as of actual receipt. Mailed notices will
be deemed communicated as of two days after mailing.


                                       8
<PAGE>

         8.2 NO  DISCRIMINATION.  Consultant  agrees that in the  performance of
this Agreement it will not  discriminate  or permit  discrimination  against any
person or group of persons on the  grounds of sex,  race,  color,  religion,  or
natural origin in any manner prohibited by the laws of the United States.

         8.4 ENTIRE AGREEMENT OF THE PARTIES.  This Agreement supersedes any and
all agreements,  either oral or written, between the parties hereto with respect
to the  rendering  of services by  Consultant  for EnerNow and  contains all the
covenants  and  agreements  between the parties with respect to the rendering of
such  services  in  any  manner   whatsoever.   Each  party  to  this  agreement
acknowledges  that no  representations,  inducements,  promises,  or agreements,
orally or otherwise,  have been made by any party, or anyone acting on behalf of
any party, that are not embodied herein, and that no other agreement, statement,
or promise  not  contained  in this  agreement  shall be valid or  binding.  Any
modification of this agreement will be effective only if it is in writing signed
by the party to be charged.

         8.5 PARTIAL INVALIDITY. If any provision in this agreement is held by a
court of competent  jurisdiction  to be invalid,  void,  or  unenforceable,  the
remaining  provisions  will  nevertheless  continue in full force  without being
impaired or invalidated in any way.

         8.6 PARTIES IN INTEREST.  This Agreement is enforceable only by ENERNOW
and Consultant.

         8.7 GOVERNING  LAW. This Agreement will be governed by and construed in
accordance with the laws of the State of Florida.

         8.8  SUCCESSORS.  This Agreement  shall inure to the benefit of, and be
binding upon, ENERNOW and PARTNER, their successors and assigns.


ENERNOW TECHNOLOGIES, INC.                CONSULTANT

By: /s/Brent Beatty                       By: /s/Salvatore Morgera

Name: Brent Beatty                        Name: Salvatore Morgera

Title: Director                           Title: Consultant

Date: 4/22/02                             Date: 4/22/02

                                       9
<PAGE>

Address for correspondence:
ENERNOW, Inc.                             Salvatore Morgera, Consultant
1601 Clint Moore Road
Boca Raton, FL 33487
USA



                                       10
<PAGE>

                         EXHIBIT A - STATEMENTS OF WORK

                                     SOW # 1
    DEVELOPMENT OF LINE INTERFACE MODULE FOR ENERWATCH POWER LINE CONTROLLER


PART 1: DESCRIPTION OF CLIENT'S PROJECT

Power Line Controller (PLC) Project:
The Power Line Controller will be a device that attaches to power lines. It will
be used to detect and  correct the  phenomena  which  cause  harmful  biological
effects and power line losses during power transmission.

This device is being developed by EnerNow and will be developed in phases.  This
document's Statement Of Work will change as the development phases change.

PART 2: STATEMENT OF WORK:

     The Consultant will work with EnerNow to develop and support the Following:

     Design of PLC prototype Module:
                  o        Design  prototype PLC for non-contact to high voltage
                           lines
                  o        Will be smaller  than final PLC,  have no  correction
                           components, can use external receiver device
                  o        Will monitor electromagnetic fields
                  o        Will analyze fields for concurrence of modes
                  o        Use software to;
                           o        Record amplitude, frequency, calculate a FFT

        Participate in Field Trial
                  o        Locate   prototype  PLC  in  an   environment   where
                           concurrence of modes are present
                  o        Record  and  analyze  data o Modify  measurement  and
                           design criteria as necessary
                  o        Decide if we need to measure vector potentials
                  o        If yes,  redesign  hardware  and rewrite  software as
                           necessary


PART 3: DESCRIPTION OF HARDWARE

During  this  development  of the first  phase,  the  consultant  will work with
EnerNow to design the  prototype  PLC  module.  This  module  will have  several
critical design objectives including: ability to monitor electromagnetic fields,
analyze the data,  and be designed in a robust  manner  which can operate over a
long duration in the field. The prototype PLC module will be built by EnerNow.



                                       11
<PAGE>

PART 4: SCHEDULE & MILESTONES
         o        Design Phase - 6 weeks (Consultant)
         o        Device Fabrication -3 weeks (EnerNow)
         o        Field Trial -12 weeks (Consultant and EnerNow)


PART 5: FEES, DEPOSITS, AND PAYMENT SCHEDULE

All work will be billed on a time and materials basis at the following rates per
hour:
         o        Consultant Engineer @ $175.00 per hour
         o        The Consultant agrees to work a minimum of 8 hours per week

Statement of Work #1 Cost Estimate

     This effort is estimated to run  approximately 21 weeks at 8 hr/week or 168
     hours = $29,400.

     A bonus of 5,000  dollars  will be paid if the initial  design  proposal is
     completed within 6 weeks from signature of this SOW.

     A bonus of an  additional  $10,000  dollars will be paid when the design is
     fabricated and proved to be functional per the design specification.


Payment Schedule

     The  consultant  will Invoice  EnerNow on a weekly or monthly  basis and be
     paid within 10 days of Invoice.

     Travel Expenses will be approved and billed in accordance with the terms of
     our Consulting Agreement.

PART 6: REPORTING

Reporting will consist of weekly project  conference calls with written minutes,
tracking and action item reporting and closure, weekly updates of activities and
hours and monthly project reviews against overall plan.


PART 7: DELIVERABLES

Consultant will provide a design  specification  for the PLC Module,  along with
design  calculations  or models  associated  with the  development of the design
specification. Consultant will review the fabrication of the module and test the
module for acceptable compliance to the design provided. Consultant will provide
analysis  of  collected  field data and support  EnerNow in the  analysis of the
EnerWatch Power Line Controller System.

                                       12
<PAGE>

ENERNOW, TECHNOLOGIES, INC.               CONSULTANT - SALVATORE MORGERA


By: /s/Brent Beatty                       By: /s/Salvatore Morgera

Name: Brent Beatty                        Name: Salvatore Morgera

Title: 4/22/02                            Title: 4/22/02



                                       13
<PAGE>