EXHIBIT 6.54


                EUROPEAN INVESTOR RELATIONS CONSULTING AGREEMENT
                            SUPPLEMENTAL AGREEMENT #1
                                September 1, 2001


Between: MAGDALENA FINANCE CORP.,            And: IQ POWER TECHNOLOGY INC.
         (the "Consultant")                       (the "Company")
At:      c/o Buser Management,               At:  c/o Erlenhof Park, Inselkammer
         Todistr. 51, CH-8039 Zurich,             Strasse 4,
         Switzerland                              D-82008 Unterhaching, Germany
         Facsimile: ________________              Facsimile: 011-4989-614483-40

IN  CONSIDERATION  of the  mutual  promises  and  covenants  and the  terms  and
conditions  herein and the  extraordinary  services of the Consultant  under the
European Investor Relations  Consulting Agreement between them dated May 7, 2001
(the "IR Agreement"),  the Company and the Consultant hereby agree to supplement
the IR Agreement, as follows:

Position:           The position of the Consultant shall remain as originally
                    stated in the IR Agreement.

Additional          The description of Services shall be amended to include:
Services            a.   negotiating  with Porsche for the purpose of concluding
                         a letter of intent or formal  agreement for the testing
                         and use of the Company's technology by Porsche; and
                    b.   coordinating  the  preparation  and   dissemination  to
                         institutional  investors  of not less than one in-depth
                         and independently  verified or prepared research report
                         on the Company.

Term of             The provisions of this  Supplemental  Agreement  shall be in
Amendment           addition to the IR  Agreement,  have a term of 4 months,  be
                    deemed  to  have   commenced  on  September  1,  2001,   and
                    notwithstanding  the date of execution.  Any  termination of
                    this  Supplemental  Agreement in  accordance  with its terms
                    shall not effect the original terms of the IR Agreement.

Period of           The period of services shall remain as originally  stated in
Services:           the  IR  Agreement  except  that  the  Additional   Services
                    described  herein  shall be provided as soon as  practicable
                    during the 4 month term of this Supplemental Agreement.

Bonus:              In recognition  of the  extraordinary  contributions  of the
                    Consultant to the undertaking of the Company pursuant to the
                    IR Agreement,  the Company  hereby awards the Consultant and
                    agrees  to pay an  immediate  bonus of  US$70,000  forthwith
                    following execution of this Supplemental Agreement.

Compensation:       As  consideration   for  the  Additional   Services  of  the
                    Consultant  hereunder,  the Company shall pay the Consultant
                    an  additional  monthly fee of US$25,000  for each  calendar
                    month during the term of this Supplemental  Agreement,  each
                    such  installment  due  within  7  days  of  the  end of the
                    calendar month for which that installment accrued due.

Continued IR        Except as  supplemented  or  amended  hereby,  the terms and
Agreement:          conditions  of the IR  Agreement  remain  in full  force and
                    effect.



Executed  and  delivered  by and on behalf   Executed and delivered by and on
of the Company at Unterhaching, Germany,     behalf of the Consultant at _____,
effective _1/09/2001___.                     effective __01/09/2001__________.

IQ POWER TECHNOLOGY INC.                     MAGDALENA FINANCE CORP.

Per: __/s/Peter Braun_________               Per: _/s/ John Forrester_________
     Peter Braun, President                       John Forrester, Director