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                                   AGREEMENT


                  AGREEMENT dated as of the 9th day of January 1998 between
Batteries Batteries, Inc., a Delaware corporation ("Parent") and Battery
Network, Inc. (the "Company") and James Sapp residing at 2733 Laguna Shores
Lane, Las Vegas, Nevada 89121 ("Sapp").

                  WHEREAS, the Company, Parent and Sapp, an officer and
stockholder of the Company and an officer of Parent which owns the outstanding
capital stock of the Company, have determined that it would be mutually
desirable for Sapp's relationship with and obligations to the Company and its
Parent be terminated.

                  NOW, THEREFORE, it is hereby agreed that:

                  1. Sapp agrees to resign and terminate any activities on
behalf of the Company and the Parent, as of the effective date of this
Agreement as an employee and officer of the Company and as an officer of
Parent and each of its subsidiaries. For a period of sixty (60) days from the
effective date of this Agreement, the Company shall nevertheless continue to
pay Sapp his current salary and provide him with his current benefits provided
under the Employee Agreement dated January 7, 1997 between the Company and
Sapp (the "Employment Agreement").

                  2. Sapp shall not for a period of two years from the
effective date of this Agreement engage directly or indirectly as an officer,
director, principal, partner, stockholder, employee, agent, representative or
consultant in doing business or soliciting business from Absolute Batteries,
Canada ("Canada") or Absolute Batteries (UK Ltd.) or any of their principal
stockholders, officers or directors, including Mr. Phillipe Sinard and Martin
Agar.

                  3. The Employee Stock Option Agreement between the Parent
and Sapp, dated as of January 7, 1997 with respect to options granted under
the Batteries Batteries, Inc. 1995 Option Plan to purchase 16,135 shares of
Common Stock of the Company is hereby terminated.

                  4. Sapp agrees not to remove and to promptly return to the
Company all items of inventory and equipment and all customer lists, records
and agreements and copies thereof of the Company or Parent which are within
his possession or control on the date hereof or any time thereafter.

                  5. Nothing in this Agreement is intended to prevent Sapp
from using any knowledge he obtained or customer base he obtained from his
employment in the battery industries for the last (20) years except for any
confidential information concerning the Company or Parent or their respective
businesses which came to Sapp in the course of Sapp's employment pursuant to
the Employment Agreement and which is not public knowledge or general
knowledge in the trade, which information shall remain confidential. Sapp
shall be precluded from using any information that he obtained solely as a
result of his employment by the Company or the Parent.

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                  6. Sapp agrees not to make disparaging remarks about the
Company, the Parent or any of their respective subsidiaries, affiliates,
employees, officers or, directors or any of their respective products. The
Company and the Parent agree not to make disparaging remarks about Sapp or his
employment by the Company or Parent and shall cooperate with Sapp in providing
such references as Sapp may reasonably request in connection with his securing
employment.

                  7. Sapp for himself and on behalf of his agents,
assignees, attorneys, heirs, executors and administrators, hereby fully
releases the Company and the Parent, their respective successors, assigns,
subsidiaries, divisions, affiliates, officers, directors, shareholders,
employees, and representatives (collectively for purposes of this Section 7
the "Company"), from any and all liability, claims, demands, actions, causes
of action, suits, grievances, debts, sums of money, controversies, agreements,
promises, damages, costs, expenses, attorneys' fees, and remedies of any type
which he now has or hereafter may have against the Company by reason of any
matter, cause, act or omission arising out of or in connection with his
employment as an employee, officer or director of the Company or any of its
subsidiaries or the termination of such employment through the date hereof
including, but not limited to, any claims, demands or actions for
compensation; breach of contract, fraud or misrepresentation; defamation;
violations under the Title VII of the Civil Rights Act of 1964, the Age
Discrimination in Employment Act, the Rehabilitation Act of 1973, the Civil
Right Act of 1866, the Americans with Disabilities Act, the Employee
Retirement Income Security Act of 1974, the Civil Rights Act of 1991, the
Illinois, New York State and New York City Human Rights Laws, or any other
federal, state or local statute or regulation regarding employment,
discrimination in employment, termination of employment, and the common law of
any state; provided, however, that this release shall not apply to the
Company's obligations under this Agreement, the Stock Purchase Agreement dated
January 7, 1997 among Parent, the Company, Sapp, William Steven Sapp and Susan
Grandt, the Stock Purchase Agreement dated January 7, 1997 among the Parent,
W.S. Battery Sales and Company Inc., Sapp, William Steven Sapp and Susan
Grandt, the Stock Option Agreement between the Parent and Sapp dated January
7, 1997 providing Sapp with the right to purchase 72,607 shares of Common
Stock of the Parent, or pursuant to the Company's or Parent's By-laws, and
laws of Delaware and Illinois with respect to Sapp's services as an officer of
the Company and an officer of Parent. In the event any provisions of the
foregoing referenced agreements conflict with the terms of this Agreement, the
provisions of this Agreement shall prevail.

                  8. The Parent and the Company for itself and on behalf of
their respective subsidiaries and officers and directors (collectively for
purposes of this Section 8 the "Company") hereby fully release Sapp, his
assigns, heirs, executors, administrators and representatives from any and all
liability, claims, demands, actions, causes of action, suits, grievances,
debts, sums of money, controversies, agreements, promises, damages, costs,
expenses, attorneys' fees, and remedies of any type which the Company now has
or hereafter may have by reason of any matter, cause, act or omission arising
out of or in connection with Sapp's employment as an employee, officer or
director of the Company, the Parent or its subsidiaries through the date of
this Agreement, except as to the Sapp's obligations under this Agreement and
the Stock Purchase Agreements referred to in Section 7. The foregoing
notwithstanding Sapp's obligations under the Stock Purchase Agreements with






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respect to non-competition are hereby terminated except as provided in Section
2 of this Agreement.

                  9. The releases set forth in Section 7 and 8 are not
intended to release any party  hereto with  respect to any claim that
constitutes a fraud or intentional tort as to the other party or parties.

                  10. Except to the extent required by law, the parties
hereto shall not disclose the terms of this Agreement to any person other
their respective attorneys, immediate family members, accountants, advisors or
employees who have a business need to know such terms in order to approve or
implement such terms.

                  IN WITNESS WHEREOF, the parties hereto have duly executed
this Agreement as of the date first written above.


                                         BATTERY NETWORK, INC.


                                         By: /s/ Ronald E. Badke
                                            ---------------------------------


                                         BATTERIES BATTERIES, INC.


                                         By: /s/ Ronald E. Badke
                                            ---------------------------------


                                             /s/ James Sapp
                                         -------------------------------------
                                                       James Sapp