EXHIBIT 6.55


             FINANCIAL PUBLIC RELATIONS ADVISER CONSULTING AGREEMENT


Between:   HOLTERMANN & TEAM GMBH
           (the "Consultant")
At:        Borsensrade 14
           60313 Frankfurt am Main, Germany
           Facsimile: 011-4989-69 219313-0


And:       IQ POWER TECHNOLOGY INC.
           (the "Company")
At:        c/o Erlenhof Park, Inselkammer Strasse 4,
           D-82008 Unterhaching, Germany
           Facsimile: 011-4989-614483-40

IN  CONSIDERATION  of the  mutual  promises  and  covenants  and the  terms  and
conditions  set out in sections 1.00 through 9.00  attached,  the Company hereby
offers and the Consultant  hereby accepts  engagement  with the Company upon the
terms and conditions set forth herein:

Position:           Financial Public Relations Adviser for Germany.
Services:           Services  to be  provided  shall  relate  generally  to  the
                    position of the Consultant and shall include those items and
                    be provided in the manner described in Schedule A.
Term of Agreement:  This  Agreement  shall have an initial term of 12 months and
                    be deemed to have commenced on July 1, 2001, notwithstanding
                    the date of execution.
Compensation:       As   consideration   for  the  Services  of  the  Consultant
                    hereunder, the Company shall pay the Consultant a fee of EUR
                    7,500 per month, of which:
                    a.   EUR  5,000  is due on the  first  business  day of each
                         calendar month, and
                    b.   EUR 2,500 shall accrue and be payable  quarterly on the
                         last  business  day of each 3 month  period  during the
                         term of this Agreement through the issue of 4300 common
                         shares of the Company (the  "Shares') at a deemed issue
                         price  per  share of US $1.48  (EUR  1.75  @US$1 to EUR
                         1.1794 as of July 1, 2001).



Executed and delivered by and on behalf   Executed and delivered by and on
of the Company at Unterhaching, Germany,  behalf of the Consultant at Frankfurt,
effective __01/07/2001______.             effective __01/07/01___________.

IQ POWER TECHNOLOGY INC.                  HOLTERMANN & TEAM GMBH

Per: _/s/ Peter Bruan_______              Per: ___/s/ [illegible]________
     Peter Braun, President                    President



<PAGE>

                              CONSULTING AGREEMENT
                              TERMS AND CONDITIONS

1.00 Representations, Warranties, and Covenants of the Consultant

1.01 The Consultant represents and warrants to, and covenants with, the Company,
as follows:

a.   the  Consultant has the ability,  experience and skills  necessary to carry
     out its obligations under this Agreement;

b.   the Consultant and its officer,  employees,  agents and  consultants  shall
     comply with all securities laws and  regulations  applicable to the Company
     or the Consultant, and all policies, rules and requirements of any exchange
     or quotation system on which the shares of the Company trade;

c.   the Consultant shall, and shall cause its officers,  employees,  agents and
     co-consultants to, act at all times in the best interests of the Company;

d.   the Consultant,  upon notice from the Company,  will cease all Services for
     the  period  directed  by the  Company  without  effect on the  payment  of
     compensation   due  hereunder   unless  this  Agreement  is  terminated  in
     connection with the request to cease Services;

e.   the  Consultant   will  not  distribute  or  disseminate   any  information
     concerning the Company in any form or medium,  unless such  information has
     been  provided  to  the  Consultant  by the  Company  for  distribution  or
     dissemination,  or the Company has reviewed and approved  such  information
     prior to its distribution of dissemination by the Consultant; and

f.   the Consultant  will not engage in any  transaction  involving the offer or
     sale of  securities  of the Company,  and will not solicit or encourage any
     other  party to engage in any  transaction  involving  the offer or sale of
     securities of the Company, at any time that the Consultant is in possession
     of material non-public information concerning the Company.

2.00 Position

2.01 The  Consultant  shall  provide the  Services  indicated  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.

2.02 In providing its services  hereunder,  the  Consultant  shall report to and
take directions from the Chief Executive  Officer or Chief Financial  Officer of
the Corporation, subject to overriding directions from the Board of Directors of
the Company.

3.00 Terms; Termination of Engagement

3.01 The term of  engagement  pursuant to this  Agreement  shall be for the term
stated on the first page hereof and  thereafter  engagement  shall continue on a
monthly basis until  terminated by the Company or the  Consultant.  Either party
may terminate the Consultant's engagement as follows:

a.   the  Consultant  may  terminate his services at any time and for any reason
     upon one month's written notice to the Company;

b.   the Company may terminate the Consultant's services at will. If the Company
     terminates the  Consultant's  engagement  without cause,  the  Consultant's
     salary and benefits shall continue for at least one month;

c.   the  Company  may  terminate  the  Consultant's  services  for cause  after
     reasonable notice of any  non-performance  has been given by the Company to
     the  Consultant  and a  reasonable  opportunity  has been  afforded  to the
     Consultant to remedy any instance of  non-performance.  For purposes of the
     preceding sentence, "cause" shall include but not be limited to:

     i.   fraud,
     ii.  conviction or confession of an indictable offense,
     iii. destruction or theft of the Company's property,


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                                                            Consulting Agreement
                                                                          Page 3



     iv.  misconduct materially injurious to the Company, or
     v.   any breach or threatened breach of this Agreement.

3.02 If the Consultant's engagement is terminated:

a.   subject to paragraph 3.01.b, no further  compensation coming due under this
     Agreement  after the date of  termination  shall be payable by the Company;
     and

b.   the  Consultant  shall continue to be bound by the terms of section 6.00 of
     this Agreement.

4.00 Compensation

4.01 During  the  term  of  this  Agreement,  the  Consultant  shall  be paid in
accordance  with the  compensation  provisions  on the first page  hereof.  This
compensation  may be increased  from time to time subject to the approval of the
Board of Directors of the Company  and,  where  required,  any  regulatory  body
having jurisdiction.

4.02 The Consultant represents and warrants to the Company that:

a.   the  Consultant  is aware that the Shares have not been  qualified  under a
     Securities  Act or  Exchange  Act (an  "Act") or any  regulations  or rules
     thereunder (the "Rules") for distribution to the public,  that the issuance
     of the  Shares  pursuant  to  this  Agreement  is to be by  way of  private
     placement  exempted from the registration  requirements of any Act and from
     the prospectus  requirements of any Act under an exemption to be determined
     by the Company,  and that the  Consultant is restricted  from using most of
     the civil remedies  available under such Acts and the Rules thereto and may
     not receive information that would be otherwise available to him under such
     Acts and the Rules in connection with his purchase of the Shares;
b.   the  Consultant  is acquiring  the Shares as principal and no other person,
     firm or corporation will have a beneficial interest in the Shares;
c.   the Shares are being acquired for  investment  purposes only and not with a
     view to resale or distribution;
d.   the  Consultant  is not a control  person of the  Company as defined in any
     securities act applicable to the issue of the Shares and the acquisition of
     the  Shares  will not  result in the  Consultant  owning 20% or more of the
     issued and outstanding shares of the Company or becoming a control person;
e.   the  Consultant  is not  acquiring  the Shares as a result of any  material
     information  about the  affairs of the Company  that has not been  publicly
     disclosed, save knowledge of this particular transaction;
f.   the  Consultant  is not a  resident  of Canada  and this  Agreement  is not
     subject to the securities laws of any province or territory in Canada;
g.   the Consultant is not a "U.S.  Person" (the  definition of which  includes,
     but is not limited to, an  individual  resident in the United States and an
     estate  or  trust  of which  any  executor  or  administrator  or  trustee,
     respectively, is a U.S. Person and any partnership or corporation organized
     or incorporated under the laws of the United States);
h.   the  Consultant  was outside the United States at the time of execution and
     delivery of this subscription agreement;
i.   no offers to sell the  Shares  were  made by any  person to the  Consultant
     while the Consultant was in the United States;
j.   the Shares are not being acquired  directly or indirectly,  for the account
     or  benefit  of a U.S.  Person or a person  in the  United  States  and the
     Consultant does not have any agreement or understanding  (either written or
     oral) with any U.S. Person respecting:

     i.   the  transfer  or  assignment  of any rights or interest in any of the
          Shares,
     ii   the division of profits,  losses, fees, commissions,  or any financial
          stake in connection with this subscription, or
     iii. the voting of the common shares;

k.   the  Consultant  and the Company  agree that the Company may not permit the
     transfer of the Shares  unless such  transfer  is made in  accordance  with
     Regulation S under the 1933 Act;
l.   the Consultant  acknowledges that the Shares have not been registered under
     the United States  Securities Act of 1933 (the "1933 Act"),  and may not be
     offered or sold in the United  States,  and the  Consultant  undertakes and
     agrees that it will not offer or sell the Shares  during the 40-day  period
     following the date of issue (the "Distribution  Compliance Period").  After
     such 40-day Distribution Compliance Period, the Consultant


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                                                            Consulting Agreement
                                                                          Page 4



     undertakes and agrees to sell such Shares only outside the United States in
     a transaction  meeting the requirements of Regulation S under the 1933 Act.
     The  Consultant  understands  that the  Corporation  has no  obligation  or
     present intention of filing a registration  statement under the 1933 Act in
     respect of the Shares;
m.   the Consultant agrees not to engage in hedging  transactions with regard to
     the Shares prior to the  expiration of the 40-day  Distribution  Compliance
     Period;  and the Consultant  acknowledges  and agrees with the  Corporation
     that the  Corporation  shall  refuse to register any transfer of the Shares
     not made in  accordance  with the  provisions  of Regulation S, pursuant to
     registration  under  the  Securities  Act,  or  pursuant  to  an  available
     exemption from registration under the 1933 Act; and
n.   the  Consultant  will not sell any Shares issued to it in pursuance of this
     Agreement for a minimum period of 3 months following issue.


5.00 Non-circumvention of Consultant

5.01 In and for valuable consideration, the Company agrees that:

a.   the Consultant may introduce the Company (whether  written,  oral, data, or
     otherwise made by the Consultant) to opportunities  (the  "Opportunities"),
     including,  without limitation,  existing or potential investors,  lenders,
     borrowers, trusts, corporations, and unincorporated business entities;

b.   the identity of the Opportunities, and all other information concerning the
     Opportunities  (including,  without  limitation,  all mailing  information,
     telephone  and  facsimile  numbers,  email  addresses,  and  other  contact
     information)  introduced  hereunder are the property of the  Consultant and
     shall be treated as confidential information;

c.   it shall not use such  information  except in the context of joint  venture
     with the  Consultant,  and never  without the  Consultant's  prior  written
     approval;

d.   neither it, nor its employees,  affiliates and assigns shall enter into, or
     otherwise  arrange  (either  for itself or any other  person of entity) any
     business relations,  contact any person of an Opportunity,  either directly
     or indirectly,  or any of its  affiliates,  or accept any  compensation  or
     advantage  in relation  to an  Opportunity  except as directed  through the
     Consultant, without the prior written approval of the Consultant.

The Consultant is relying on the Company to assent to these terms and the intent
of the Company to be bound by the terms as evidenced by the Company's  execution
of this  Agreement.  Without  the  assent of the  Company  to these  terms,  the
Consultant  would not introduce  any  Opportunity  or disclose any  confidential
information in pursuance of this Agreement.

6.00 Ownership of Technology; Confidentiality

6.01 The Consultant  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 Consultant  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 Consultant's  duties. The Consultant  acknowledges and agrees
that all such Confidential Information,  including without limitation that which
the Consultant  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 Consultant 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  Consultant  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.

6.02 The  Consultant  agrees  that,  except  as  directed  by the  Company,  the
Consultant 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


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                                                            Consulting Agreement
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documents, files, data or other information sources which contain or are derived
from Confidential  Information,  whether prepared by the Consultant or otherwise
coming  into the  Company's  possession  or control  without  the prior  written
permission of the Company.

6.03 The  Consultant  agrees  that upon  request by the Company and in any event
upon  termination of engagement,  the Consultant  shall turn over to the Company
(or  provide  proof  of  destruction  of) all  Confidential  Information  in the
Consultant's  possession or under his control which was created  pursuant to, is
connected  with or derived from the  Consultant'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 Consultant's
possession as of the date of this Agreement.

7.00 Saving Provision

7.01 The Company and the Consultant  agree and stipulate that the agreements and
covenants contained in the preceding sections 5.00 and 6.00, 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 the parties and the  information  described,  goodwill  and other
protectable  interests,  in light of all of the facts and  circumstances  of the
relationship  between the  Consultant  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 them to
the  maximum  extent,  in both time and  geography  which the court  shall  find
enforceable.

8.00 Injunctive Relief

8.01 Each party  acknowledges  that a breach or threatened  breach of any of the
covenants or other  agreements  contained  herein would give rise to irreparable
injury to the party  relying on such  covenant or other  agreement  which injury
would be inadequately compensable in money damages.  Accordingly,  such party or
where  appropriate,  a client of such party,  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.

8.02 The parties  acknowledge and agree that the covenants  contained herein are
necessary for the  protection  of the parties'  respective  legitimate  business
interests and are reasonable in scope and content.

9.00 General

9.01 This  Agreement and all matters  arising  hereunder will be governed by and
construed in accordance  with the laws of the State of Washington,  and the laws
of the United States applicable  therein,  and all disputes and claims,  whether
for specific performance, injunction, declaration or otherwise howsoever both at
law and in equity,  arising out of or in any way connected  with this  Agreement
will be referred to the courts of the State of Washington  exclusively,  and, by
execution and delivery of this Agreement,  each party hereby irrevocably submits
and attorns to such jurisdiction.

9.02 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.

9.03 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.

9.04 There is no  verbal or other  agreement  which  may  modify or affect  this
Agreement.

9.05 All dollars expressed in this Agreement are United States dollars.

9.06 This Agreement shall be considered and construed as a single instrument and
the failure to perform any of the terms and conditions in this  Agreement  shall
constitute a violation or breach of the entire instrument or Agreement and shall
constitute the basis for cancellation or termination.

9.07 The  parties  hereto  agree to do or  cause  to be done all acts or  things
necessary to implement and carry into effect the  provisions  and intent of this
Agreement.



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                                                            Consulting Agreement
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9.08 All notices,  requests, demands and other communications which are required
to be or may be given  under this  Agreement  shall be in  writing  and shall be
deemed to have been duly given when delivered in person or transmitted by e-mail
or other telecommunication facility or on receipt after dispatch by certified or
registered first class mail, postage prepaid to the party to whom the same is so
given or made to its address noted on the first page.

9.09 This Agreement,  including all Schedules  attached hereto,  constitutes the
entire  agreement and supersedes all prior agreements and  understandings,  oral
and  written,  between the parties  hereto  with  respect to the subject  matter
hereof  and may not be  amended,  modified  or  terminated  unless  in a written
instrument executed by the party or parties sought to be bound.

9.10 This Agreement may be executed in any number of counterparts, each of which
when executed, shall be deemed to be an original and all of which together shall
be  deemed  to be one and  the  same  instrument  and a  facsimile  copy of this
Agreement  executed by a party hereto in counterpart or otherwise will be deemed
to be a valid and binding Agreement and accepted as an original of the Agreement
until such time as each of the parties has an originally  executed  Agreement in
its possession.

9.11 Nothing   herein  shall  be  construed  as  creating  a   relationship   of
employer-employee,   partners,   joint   ventures   or  other  such  or  similar
relationship between the parties hereto.

9.12 The Company acknowledges and agrees that a great deal of time, cooperation,
diligence and disclosure is necessary in order for the Consultant to perform its
duties as  contemplated  herein.  The  Company  acknowledges  and agrees that no
representation or warranty  concerning the successful outcome of any proposal or
recommendation is or can be made. The Company  acknowledges and understands that
this  is  especially  true  when  approval  of any  governmental  or  regulatory
authority  or agency is needed  in order for the  Company  to effect a  proposed
course of business which includes the possible  intervention  and institution by
any  governmental or regulatory  authority or agency of any proceedings into the
activities of the Company or its principals.

All  statements of the Consultant  concerning  any and all matters  contemplated
herein are  statements of opinion only.  All  statements  released to the public
will  require  the  approval  of the  Company.  The  Company  shall  supply  the
Consultant with copies of any statements  transmitted  directly to public by the
Company. The Company shall provide full cooperation, and turnaround of requested
approvals or required copies.

9.13 The Company acknowledges and agrees that no representations or warranty has
been made by the  Consultant,  associates,  affiliates or any other person as to
the successful outcome of any media, financial plan, private or public financing
or  other  business  plans  put  forth  by the  Consultant,  its  affiliates  or
associates. The Company further acknowledges and agrees that the Consultant, its
affiliates  and/or associates have not, and will not act or be considered to act
as a finder,  underwriter,  broker,  dealer or promoter of any of the  Company's
securities, either in private or public transactions. The Company represents and
warrants that all payments and  authorizations  under this Agreement  constitute
compensation for services  performed or to be performed and do not constitute an
offer, payment,  promise or authorization for payment to the Consultant,  or its
affiliates and/or associates to act as a finder, underwriter,  broker, dealer or
promoter of any of the Company's securities.

9.14 Upon the occurrence of any event of default,  and any time thereafter,  the
parties shall have all the rights and remedies  provided in this Agreement,  and
any other writing executed by the parties, and as may be provided and allowed in
law. Neither party shall be deemed to have waived any of its rights and remedies
unless such waiver is in writing and signed by the parties hereto. A waiver of a
breach of any provision of the Agreement  shall not operate or be construed as a
waiver of any subsequent  breach. No delay or omission on the part of a party in
exercising any right shall operate as a waiver of that right or any other right.

9.15 Controversy  or claim arising out of or relating to this  contract,  or the
breach  thereof,  which is not amicably  settled  between the parties,  shall be
settled by  American  Arbitration  Association,  with  hearings to take place in
Seattle, Washington, and the parties agree that an award may include an award of
all the  compensation  due as a result of  business  conducted  pursuant to this
Agreement,  plus all court costs,  attorney  fees, and other charges and damages
deemed fair by the Arbitrator(s).

9.16 All  arbitration  shall  be by  three  arbitrators,  one of whom  shall  be
appointed by the Company, one by the Consultant,  and the third selected jointly
by the other two arbitrators. The arbitrators shall be familiar with or have


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                                                            Consulting Agreement
                                                                          Page 7



expertise  in investor  public  relations  situations  or whatever  services the
transaction  in question is dealing with. The  determination  of the majority of
arbitrators  shall be binding upon the parties,  and the award may be entered in
any  Court of  competent  jurisdiction.  Arbitration  shall be held in  Seattle,
Washington.

9.17 If any  provision  of the  Agreement  is held to be  invalid,  illegal,  or
unenforceable, then only that portion is void and shall not affect or impair, in
any way, the  validity,  legality,  or  enforceability  of the remainder of this
Agreement.



<PAGE>


                                   SCHEDULE A

Services of the  Consultant:  During the term of the  Agreement  the  Consultant
shall use its best efforts to effect Investor  Relations services for the German
market and to further provide the Company with such regular customary  financial
consulting  advice,  management  consulting  and  recruiting  as  is  reasonably
requested by the Company consistent with the foregoing:

A.   Consultant's  duties may include,  but will not  necessarily be limited to,
providing  recommendations   concerning  the  following  financial  and  related
matters:

1.   Conduct due diligence of Company business and financial background;
2.   2 day visit of the Company's headquarters;
3.   Form a strategy  and  thorough  time line in order to set certain  dates as
     milestones by when certain milestones should be achieved;
4.   Developing a media plan which is an important  milestone  within the entire
     project  -  it  is  necessary  to  determine  when  and  whether  to  place
     advertisements  in the media,  when to approach  journalists for interviews
     etc. (regarding costs you will receive a detailed cost-plan for approval);
     a.   interview with top level  management to be later  distributed  via TV,
          Radio, CD-ROMS and URL;
     b.   draft of up to 2 news/press releases per month;
     c.   draft and  dissemination  of a Power Point  Presentation to interested
          investors;
5.   Implementing  an  internet  plan plays the most  vital  role in  Consultant
     services and is the basis for the success of this program.
     a.   research  and  closely  following  of the  internet  boards/discussion
          groups etc.;
     b.   hosting Company with analyst reports;
     c.   e-mail response center;
6.   Identifying  private  and  institutional  shareholders  that may be legally
     contacted;
7.   Disseminating  information about the Company to the investment community at
     large;
8.   Phone and Location Service:
     a.   a dedicated phone and fax line;
     b.   answering of phone calls, faxes and mailings on Company's behalf;
     c.   building  a  data-base  of  all  persons  and  institutions  inquiring
          regarding the company;
     d.   sending out information  brochures/mailings  upon request (w/o packing
          and postage);
     e.   three hours per month usage of a fully equipped meeting room;
9.   Rendering  advice and  assistance in  connection  with the  preparation  of
     annual and interim reports and press releases;
10.  Preparing trade fair promotion;
11.  Introduce clients, customers or other business opportunities with a view to
     generating sales of goods or services by the Company.

B.   The Consultant  will be pleased to perform  additional or other services at
Company's request, however, unless otherwise instructed, Consultant is not being
retained to consult Company with any other matters.