Exhibit 6.65

                     Gel Electric Technologies, Inc. ("Gel")
                            1031 South Santa Fe Ave.,
                         Compton, California, USA 90221

May 10, 2002

iQ Power Technology Inc.
1111 West Hastings Street, Suite 708-A
Vancouver, British Columbia
Canada, V6E 2J3

              Re: Acquisition of the assets and undertaking of Gel
--------------------------------------------------------------------------------

The  purpose  of this  letter  of  intent  ("Letter")  between  Gel and iQ Power
Technology Inc. ("iQ Power") is to set forth the basic terms and conditions upon
which Gel  proposes  to sell  substantially  all of its assets to a to be formed
wholly-owned  US-based  subsidiary  of iQ Power  ("iQ  US").  While  iQ  Power's
acceptance  of Gel's  proposal  is  subject  to a  thorough  examination  of the
business  and  assets  of the  Gel and to the  negotiation  and  execution  of a
definitive purchase  agreement,  this letter does evidence the parties intention
to proceed with such acquisition on the following basic terms and conditions:

1. Subject to the terms of this letter, on closing,  iQ US will purchase and Gel
will sell substantially all of the assets of Gel, including, but not limited to,
the following:

     a.   Goodwill;

     b.   Equipment;

     c.   Inventory;

     d.   Receivables;

     e.   Interest in Material Contracts, including distribution agreements;

     f.   Leasehold Property;

     g.   Prepaid Expenses;

     h.   Intangible Property,  including intellectual property,  trade secrets,
          know-how and business processes; and

     i.   Any other business assets

          (hereinafter collectively called the "Assets").

2. iQ US agrees to pay to Gel a purchase  price of  $2,250,000  for the  Assets,
payable as follows:

     a.   $250,000 in cash at closing;

     b.   a promissory  note in the principal  amount of $1,750,000,  payable in
          five equal annual  principal  installments  of $350,000,  plus accrued
          interest on the remaining principal balance of 10% per annum (as shown
          on attached schedule) and fully secured by the Assets (with a security
          agreement and UCC financing statement); and

     c.   a  promissory  note  in the  principal  amount  of  $250,000,  without
          interest,  payable on the sixth  anniversary  of the closing and fully
          secured by the Assets.

3. iQ US will assume the disclosed  trade  liabilities  of Gel (described in the
attachment  to this  letter)  associated  with its  normal  course of  business,
excluding any pending or potential claims  regarding  Randall Prouty (related to
his alleged Gel and iQ introduction/referral  fees) or Wilfredo Ramirez (related
to an alleged workman compensation claim).

4. The  Assets  shall be  transferred  to iQ US under the terms of a  definitive
asset purchase agreement (the "Definitive Agreement") and by the delivery of all
Bills of Sale,  Deeds of  Conveyance  and transfer and  assignment  documents on
closing together with possession of the Assets.  The Definitive  Agreement shall
contain  such  customary  representations,   warranties,  covenants,  terms  and
conditions  as may be mutually  agreed  between the  parties  acting  reasonably
related to Gel, the Assets and the


<PAGE>


                                                                          Page 2

transactions  contemplated  in  this  Letter.  The  parties  shall  specify  the
allocation of the purchase price to the Assets in the Definitive Agreement.

5. The closing of the transactions contemplated by the Definitive Agreement will
be  subject  to  such  conditions  as may be  reasonably  required  by iQ  Power
including, but not limited to, the following:

     a.   the approval of the Board of Directors of Gel, iQ Power,  and iQ US of
          the terms of the Definitive Agreement;

     b.   the  execution  and  delivery of the  Definitive  Agreement by Gel, iQ
          Power, and iQ US;

     c.   the  performance  and  completion  by iQ Power and its duly  appointed
          agents,  prior to June 30, 2002, of a due diligence  investigation  of
          Gel,  its  business  and the  Assets,  and the  findings  of such  due
          diligence  investigation  must be satisfactory to iQ Power in its sole
          discretion in all respects.  In connection  with the performance by iQ
          Power and its duly appointed  agents of such due  diligence,  iQ Power
          and its duly  appointed  agents  shall be permitted to make a full and
          complete investigation of the Assets, Gel and its business,  financial
          and legal  affairs,  and Gel shall make  available to iQ Power and its
          representatives  all  books and  records  of Gel and such  other  data
          involving  or  pertaining  to  Gel,   including  but  not  limited  to
          information   concerning  Gel's  employees,   management,   customers,
          customer lists,  purchase orders,  suppliers,  products,  competitors,
          financial statements,  environmental  permits,  environmental studies,
          insurance policies, plant and equipment facilities,  leases, ownership
          structure  and  material  contracts  that iQ Power deems  necessary or
          appropriate  for iQ  Power  to  review  in  connection  with  its  due
          diligence investigation and the transactions contemplated herein;

     d.   the completion of and compliance with all of the conditions  precedent
          set forth in the Definitive Agreement;

     e.   the principal employees of Gel entering into employment contracts with
          iQ US containing  standard  non-competition  and non disclosure  terms
          ensuring the continuing  contribution of those persons to the business
          acquired from Gel for not less than 5 years following closing;

     f.   Gel's  landlord shall provide an extension of not less than 5 years of
          the lease agreement related to Gel's plant and equipment facilities on
          terms as may be mutually agreed between the parties acting  reasonably
          and all necessary  consents to the  transactions  contemplated  hereby
          without penalty;

     g.   all other consents,  authorizations and approvals of, and all filings,
          recordings  and  registrations  with,  any  governmental  authority or
          regulatory  body that are required as a condition to the  consummation
          of the  transactions  contemplated  by this  Letter or the  Definitive
          Agreement shall have been obtained or made;

     h.   iQ Power shall have  received  from Gel (if required for any filing to
          be made by iQ  Power  with  the  Securities  and  Exchange  Commission
          ("SEC")  or  any  similar  regulatory   authority)  audited  financial
          statements  prepared in accordance with U.S. GAAP for the previous two
          years and unaudited  financial  statements for the most recent quarter
          end. Such financial  statements  shall be satisfactory to iQ Power and
          its  independent  public  accountants.  iQ Power  shall have  received
          satisfactory assurances from the independent public accountants of Gel
          that such accountants will timely deliver all accountant's consents as
          may be required in connection  with any filing  required to be made by
          iQ Power with the SEC or any similar regulatory authority; and

6.  In  entering  into  this  Letter,  iQ  Power  has  relied  on the  following
representations and warranties made to it by Gel:

     a.   Gel is the legal and beneficial  owner of Gel battery line and related
          manufacturing equipment and know-how currently being marketed by Gel;


<PAGE>


                                                                          Page 3

     b.   Gel is duly incorporated, validly existing, and in good standing under
          the  laws of the  State  of  California,  has  the  right,  power  and
          authority  to sell,  assign and transfer all or any part of the Assets
          [subject  to  existing   UCC1  liens  to  Pacific   Business   Capital
          Corporation  (the  factor)  and 1dB  Profit  Sharing  Trust  (Gel sole
          shareholder)],  charges and encumbrances,  to carry on its business as
          now being  conducted,  and to enter into this Letter and carry out its
          terms to the full extent,  all of which have been fully  authorized by
          all necessary corporate proceedings;

     c.   Gel has the right and  authority  to enter  into this  Letter  and any
          formal agreements  contemplated  hereunder without first obtaining the
          consent  of  any  other  person,   body  corporate,   or  governmental
          authority;

     d.   Gel has not granted to any third parties any prior  rights,  licenses,
          or options over or to any of the Assets;

     e.   there is no  litigation  in progress with respect to Gel or the Assets
          and Gel is not  aware of any  threatened  or  contemplated  claims  or
          litigation;

     f.   the  financial  statements  of Gel as at December  31, 2001 (copies of
          which are  attached  hereto)  have been  prepared in  accordance  with
          generally  accepted  accounting  principles on a basis consistent with
          prior periods  (except as set forth  therein),  and fairly present the
          financial  position and  condition of Gel as at the  respective  dates
          thereof;

     g.   Gel  is not in  default  of any  agreements  to  which  it is a  party
          (notwithstanding   alleged  claims  by  Randall  Prouty  and  Wilfredo
          Ramirez);

     h.   Gel is not in breach of any laws, ordinances,  statutes,  regulations,
          by-laws,  orders or decrees  to which it is  subject  (notwithstanding
          alleged claims by Randall Prouty and Wilfredo Ramirez);

     i.   none of the foregoing  representations,  warranties  and statements of
          fact contains any untrue  statement of material fact or omits to state
          any  material   fact   necessary   to  make  any  such   statement  or
          representation  not misleading to a purchaser seeking full information
          as to Gel and the Assets,  and Gel has no  information or knowledge of
          any facts which, if known to iQ Power, might reasonably be expected to
          deter iQ Power from completing the transactions herein contemplated on
          the terms  and  conditions  set out  herein  (notwithstanding  alleged
          claims by Randall Prouty and Wilfredo Ramirez);

     j.   Gel is, and at all times has been, in full  compliance  with,  and has
          not been and is not in  violation  of or liable  under,  any  federal,
          state or local environmental and regulatory laws,  including,  but not
          limited to,  laws,  rules and  regulations  related to  environmental,
          health, safety and occupational standards; and

     k.   that each of the foregoing representations and warranties will be true
          and correct at closing of the transactions  contemplated as if made on
          that date,  and will  survive  closing,  notwithstanding  closing  and
          payment of the purchase  price,  and continue in full force and effect
          for a period of one year thereafter.

7. In entering into this Letter, Gel has relied on the following representations
and warranties made to it by iQ Power:

     a.   iQ US will be at the time of closing a  Washington  corporation,  duly
          incorporated,  validly existing and in good standing under the laws of
          the United States of America;

     b.   iQ Power is a company, duly incorporated, validly existing and in good
          standing under the laws of the Canada;

     c.   iQ Power  has the  power to enter  into  and  close  the  transactions
          contemplated herein;

     d.   that each of the foregoing representations and warranties will be true
          and correct at closing; and

     e.   iQ US and iQ Power have the financial ability to comply with the terms
          and provisions of this agreement.


<PAGE>


                                                                          Page 4

8. Until the earlier of the  closing of the  transactions  contemplated  by this
Letter or the  termination of this Letter,  (a) Gel will conduct its business in
the  ordinary  course  until  the  Definitive  Agreement  is  executed  and  the
Definitive Agreement will contain a similar provision;  and (b) Gel will not (i)
sell or offer to sell any of the assets of Gel (other  than sales of products in
the  ordinary  course of  business),  (ii) sell,  offer to sell or  exchange  or
solicit offers to purchase or exchange,  any capital stock of Gel from any other
party  or  enter  into  any  merger,   consolidation,   liquidation  or  similar
transaction  involving  Gel and any other party or (iii) issue any capital stock
of Gel to any party or offer, sell or grant to any party any option,  warrant or
right to purchase any security of Gel without the written consent of iQ Power.

9. Once this Letter has been  executed,  Gel, iQ Power and iQ US shall use their
best  efforts to  prepare,  settle,  and  execute a  definitive  asset  purchase
agreement and related  documentation no later than July 15, 2002, with a view to
establishing a closing date of no later than July 31, 2002.

10. If closing does not occur within the time period  specified in the preceding
section, this Letter and the formal documentation entered into by the respective
parties  hereto  may  be  terminated  by  any  of  the  parties  bound  by  such
documentation.

11. Time shall be of the essence and all parties agree to use their best efforts
to fulfill  their  obligations  as  provided  for under the terms of this Letter
within  the  time  limitations  specified.  This  Letter  and  the  transactions
contemplated  herein  shall be  governed  by the  internal  laws of the state of
Washington, without giving effect to the conflict of laws rules thereof.

12.  Each  party  shall each pay their own  legal,  accounting  or other fees or
expenses incurred by them in connection with these transactions.

13.  Except for  paragraphs  8 and 12 of this Letter,  the parties  specifically
acknowledge  that this Letter is a working  document  intended as a  non-binding
statement  of  intentions  by the  parties  and does  not  reflect  in  itself a
contractual relationship of any kind between the parties.

14. This Letter  shall become null and void if its not signed by both parties by
May 24, 2002.

If the  foregoing  accurately  summarizes  our  understanding,  would you kindly
indicate  the same on the enclosed  copy of this Letter (in the space  provided)
and return the same as soon as possible.

Yours truly,

Gel Electric Technologies, Inc.
hereby accepts the foregoing terms and conditions effective 6-7-02.

Per: /s/ [illegible]
     ---------------


iQ Power Technology Inc.
hereby accepts the foregoing terms and conditions effective 6/7/02.

Per: /s/ Russ French
     ---------------


<PAGE>


                         Disclosed Gel Trade Liabilities


<PAGE>


                            Gel Financial Statements


<PAGE>


<TABLE>
Gel Electric Technologies, Inc.
Income Statement
October 1999  to February 2002
                                          Total Oct 99-Sep 00   Total Oct 00-Sep 01   Total Oct01-Feb 02   Total Oct 99-Feb 02
                                          -------------------   -------------------   ------------------   -------------------
Revenues From Sales
<S>                                               <C>                   <C>                  <C>                <C>
Sales - Gel Batteries                             $269,485.99           $924,365.68          $904,163.42        $2,098,015.09
Sales - Liquid Batteries                          $276,195.62           $430,145.82           $16,104.34          $722,445.78
Sales - Scrap                                       $5,199.61            $12,084.17            $5,250.74           $22,534.52
Sales - Other (Service, Interest..)                     $0.00             $1,173.48                $0.00            $1,173.48
-----------------------------------                     -----             ---------                -----            ---------
Total Revenues                                    $550,881.22         $1,367,769.15          $925,518.50        $2,844,168.87
                             % to Income                 100%                  100%                 100%                 100%
Cost of Sales
Raw Material Expenses
Raw Material - Gel Batteries                      $103,265.86           $388,155.29          $333,669.34          $825,090.49
Raw Material - Liq Batteries                      $135,197.48           $232,955.99            $6,914.37          $375,067.84
Freight-In                                             $53.30                 $0.00              $322.40              $375.70
Raw Material - Adjustment for Scrap &
Inventory                                          $34,470.44            $77,796.93           $52,014.72          $164,282.09
---------                                          ----------            ----------           ----------          -----------
Total Raw Material Expenses                       $272,987.08           $698,908.21          $392,920.83        $1,364,816.12
                             % to Income                  50%                   51%                  42%                  48%
Labor Expenses
Manufacturing Labor Cost                         $264,631.83            $427,734.49          $231,247.16          $923,613.48
Taxes (FICA, Medicare, etc..)                     $27,158.34             $40,530.75           $21,462.33           $89,151.42
Insurance (Workman Compensation)                   $9,927.04             ($9,230.27)             $115.34              $812.11
Misc. Labor Expenses                                 $665.00                $273.12            $2,660.48            $3,598.60
--------------------                                 -------                -------            ---------            ---------
Total Labor Expenses                             $302,382.21            $459,308.09          $255,485.31        $1,017,175.61
                             % to Income                 55%                    34%                  28%                  36%
Overhead Expenses
Plant Supplies                                    $25,203.26             $23,830.30            $7,469.56           $56,503.12
Plant Maintenance & Repair                        $14,020.41             $35,726.15           $10,571.74           $60,318.30
Plant Improvements                                 $4,282.21              $2,417.32            $1,486.11            $8,185.64
Parts (Custom, Spare, etc.)                        $1,883.29              $6,410.86            $9,057.73           $17,351.88
Product Engineering & Testing                        $426.74              $1,660.00               $50.00            $2,136.74
Uniforms                                           $4,421.31              $6,877.77            $4,343.64           $15,642.72
Rent                                             $130,600.00            $157,293.60           $66,646.44          $354,540.04
Environmental Fees & Expenses                     $27,684.90              $8,500.14            $6,976.08           $43,161.12
Insurance (Liability)                              $3,002.10                $662.00              $187.81            $3,851.91
Utilities (Electric, Gas, Water,
  Telephone, etc.                                 $66,796.06            $136,118.48           $72,584.76          $275,499.30
Misc. Overhead Expenses                              $148.10                $120.73                $0.00              $268.83
-----------------------                              -------                -------                -----              -------
Total Overhead Expenses                          $278,468.38            $379,617.35          $179,373.87          $837,459.60
                             % to Income                 51%                    28%                  19%                  29%

Total Cost of Sales Expenses                     $853,837.67          $1,537,833.65          $827,780.01        $3,219,451.33
                             % to Income                155%                   112%                  89%                 113%

Gross Profit                                    ($302,956.45)          ($170,064.50)          $97,738.49         ($375,282.46)
                             % to Income                -55%                   -12%                  11%                 -13%
Selling & Administrative Expenses
Selling & Administrative Staff Cost               $33,777.73             $50,887.29           $20,009.38          $104,674.40
Commissions, Manufacturing Reps. Fees                $143.00                $500.00                $0.00              $643.00
Freight-out Paid                                   $8,880.94             $19,750.77            $8,623.52           $37,255.23
Travel, Car, Lodging, Entertainment                $4,399.90              $2,885.34              $368.45            $7,653.69
Uncollected Invoices                               $7,074.41                  $0.00                $0.00            $7,074.41
Licenses, Govt Agency Fees                         $1,844.00              $2,590.45                $0.00            $4,434.45
Taxes (state, sales..)                               $316.03                  $0.00            $1,100.00            $1,416.03
Misc. Selling & Administrative Expenses           $34,909.88              $6,343.63            $8,226.25           $49,479.76
Total Sell. & Administrative Expenses             $91,345.89             $82,957.48           $38,327.60          $212,630.97
                             % to Income                 17%                     6%                   4%                   7%

Net Profit (Before Cost of Capital)             ($394,302.34)          ($253,021.98)          $59,410.89         ($587,913.43)
                             % to Income                -72%                   -18%                   6%                 -21%
Cost of Capital (Financing Act. Receivables)
Gel - Discounts & Allowances for Prepayment       $14,356.15            $114,070.33          $146,916.75          $275,343.23
Liquid - Discounts & Allowances for Prepayment       $697.00               ($942.60)             $517.68              $272.08
Interest Paid for Financing Act. Receivables       $4,739.45             $55,410.47           $25,190.60           $85,340.52
Total Cost of Capital                             $19,792.60            $168,538.20          $172,625.03          $360,955.83
                             % to Income                 -4%                   -12%                 -19%                 -13%

Net Income Before Income Tax                    ($414,094.94)          ($421,560.18)        ($113,214.14)        ($948,869.26)
                             % to Income                -75%                   -31%                 -12%                 -33%

Net Income After Income Tax                     ($414,094.94)          ($421,560.18)        ($113,214.14)        ($948,869.26)
                             % to Income                -75%                   -31%                 -12%                 -33%
</TABLE>


<PAGE>


<TABLE>
                         Gel Electric Technologies, Inc.
                                  Balance Sheet
                                February 28, 2002

ASSETS
------

<S>                                            <C>              <C>
Cash/Equivalents
Wells Fargo Checking                            $13,273.11
Petty Cash                                         $945.91
Cashier Checks/Checks/Prepaids                  ($2,700.48)
Small tools                                        $262.72
-----------                                        -------
Total Current Assets                                            $11,781.26

Accounts Receivable
Notes and Accounts Receivable                   $26,543.54
PBCC Reserve Account                             $5,630.96
Accounts Receivable - UBC Prepayment           ($93,396.10)
Accounts Receivable - UBC Deposit              ($36,000.00)
---------------------------------              ------------
Total Accounts Receivable                                      ($97,221.60)

Inventory
Raw Materials                                  $159,313.05
Subassemblies                                      $453.32
Assemblies                                       $3,785.28
Finished Products                               $18,981.94
-----------------                               ----------
Total Inventory                                               $182,533.59

Other Current Assets
Employee Loans                                   $2,450.00
--------------                                   ---------
Total Other Current Assets                                      $2,450.00

Property and Equipment
Machinery and Equipment                        $253,455.00
-----------------------                        -----------
Total Property and Equipment                                  $253,455.00

Other Assets
Deposits                                        $49,038.11
--------                                        ----------
Total Other Assets                                             $49,038.11

Total Assets                                                  $402,036.36
                                                              ===========

LIABILITIES AND CAPITAL
-----------------------

Accounts Payable
Accounts Payable                                $91,109.56
First Bank USA VISA                              $2,802.82
-------------------                              ---------
Total Accounts Payable                                         $93,912.38

Federal and State Taxes
Federal Taxes                                   $19,424.63
State Taxes                                      $4,609.35
FUTA                                               $832.24
----                                               -------
                                                               $24,866.22

Other Current Liabilities
Sales Tax Payable                                   ($0.26)
Loan - Accounts Receivable Loan from PBCC       $17,779.60
-----------------------------------------       ----------
Total Other Current Liabilities                                $17,779.34
                                                               ----------

Total Short Term Liabilities                                  $136,557.94

Long-Term Liabilities
Loan - from 1dB Profit Sharing Trust           $953,837.86
Note - to 1dB Profit Sharing Trust             $252,500.00
----------------------------------             -----------
Total Long-Term Liabilities                                 $1,206,337.86
                                                            -------------

Total Short and Long Term Liabilities                       $1,342,895.80

Stockholder Equity
Common Stock                                     $8,160.00
Retained Earnings Previous Period (Oct 99-Sep ($835,655.12)
Net Income Current Period (Oct 01 to Feb 02)  ($113,214.14)
Act. Adjustment                                   ($150.18)
---------------                                   ---------
Total Stockholder Equity                                      ($940,859.44)
                                                              ------------

Total Liabilities & Capital                                    $402,036.36
                                                               ===========
</TABLE>


<PAGE>

<TABLE>
Gel Electric Technologies, Inc.
Accounts Payable Schedule
As of March 31, 2002
                                Feb              Mar
                                ---              ---

<S>                            <C>              <C>
Fed emp tax                    $20,256.87       $12,072.59
CA emp tax                      $4,609.35        $2,031.33
Penalties/int                   $5,500.00        $1,500.00 estimate
CA Haz Waste                    $3,853.04                  for 2000/w penalty
CA Haz Waste                    $3,500.00                  est. w penalty
Rent                                            $13,507.62
RSR                                             $13,758.90
Exide                          $16,265.86       $16,265.86
Dorsett & Jackson               $6,940.80        $7,113.60
Tulip                                           $13,671.01
Entek                                            $4,600.13
MAC Engineering                    $88.90
GNB                             $1,400.00
Bumblebee                       $1,259.40
Richardson Mold
Watt Anderson                     $222.72
Pro-Tec                           $480.00
Water Gremlin                   $1,067.13
Airgas                          $1,111.78
All Source Container            $1,981.69
McMaster                          $630.07          $374.96
Ted Johnson                       $515.96            $5.00 tank rent March
First Bank VISA                 $2,802.82          $608.99
GLS                                                $678.00
Complete Welding                  $571.28        $1,240.52
Bitrode                                            $135.08
Mix Printing                                     $1,523.26
RBA Transportation              $1,150.00                  Freight
Badger Freight                  $1,550.00                  Freight
Dawes                             $588.59                  Freight
Bullet                          $2,314.74                  Freight
Old Dominion                      $150.60        $1,736.61 Freight/est to MO
Whirlwind                         $134.65          $134.65 Freight
Lowe                              $225.00                  Freight
Consolidated Freight              $463.70        $8,448.54
SCE                                             $12,598.50 new bill payable Apr
Gas                                              $1,497.47 est. meter read 4/2
Water                                              $236.53
SBC PacBell                                        $292.02 est.
ExpressTel
Total Trade Debt               $79,171.25      $106,046.33           $185,217.58

Connor - disputed invoice      $45,161.04                  Gel  vendor ledger
Connor claim                   $47,000.00                  and change
Total Trade Debt
  and Disputed Debt           $126,171.25      $153,046.33           $232,217.58

Gel offer to Connor
  that was made/rejected       $15,000.00
Connor counter-offer           $42,000.00
</TABLE>

Note: the above schedule only shows the major accounts  payable which  represent
the bulk of Gel Electric's trade debt


<PAGE>

<TABLE>
Due:                                      Down Payment         Purchase Price
  Closing                                    $250,000.00           $2,250,000.00

                          Interest           Payment           Note/Principal *
<S>                     <C>                  <C>                   <C>
                                                                   $1,750,000.00
  Close + 1 year        $175,000.00          $350,000.00           $1,400,000.00
  Close + 2 year        $140,000.00          $350,000.00           $1,050,000.00
  Close + 3 year        $105,000.00          $350,000.00             $700,000.00
  Close + 4 year         $70,000.00          $350,000.00             $350,000.00
  Close + 5 year         $35,000.00          $350,000.00                   $0.00
  Close + 6 year              $0.00          $250,000.00
</TABLE>

               *    $250,000,  the last payment,  does not bear  interest.  This
                    amount has been removed from the interest calculation.


<PAGE>