EXHIBIT 10.35




FINANCIAL PUBLIC
RELATIONS ADVISER AGREEMENT 



Between: JOERG SCHWEIZER

              
     (the "Adviser")

At:             Watzmannstrasse 9

              
     81541 Muenchen

              
     Germany

              
     Facsimile: ______________________  



And:        
  IQ POWER TECHNOLOGY INC.

              
     (the "Corporation")

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 Corporation hereby offers and the Adviser hereby accepts engagement with the
Corporation upon the terms and conditions set forth herein: 



	Position:  	  	Financial
Public Relations Adviser. 




	Services:  	  	Services
to be provided shall relate generally to the position of the Adviser and shall include
                        those items and be provided in the manner described in Schedule A. 




	Term of Agreement:  	  	This Agreement shall have a term of 11 months and be deemed to have
commenced on August 1,                         2003, notwithstanding the date of
execution. 




	Compensation:  	  	As
consideration for the Services of the Adviser hereunder, the Corporation shall pay the
Adviser                         a fee of EUR 5,000 per month, of which:  




	  	                        a.  	  	EUR
2,000 is due on the first business day of each calendar month, and 




	  	                        b.  	  	EUR
3,000 shall accrue and be payable (i) quarterly on the last business day of each 3-month
period during the first nine months of the term of
this Agreement through the                                 issue of 16,900 common shares
of the Corporation at a deemed issue price per share of
                                US $0.52 (EUR 0.532188 @ US$1 to EUR 1.02344 as of August
1, 2002) and (ii) on                                 June 30, 2004, for the two months
then ended through the issue of 11,266 common                                 shares of
the Corporation at a deemed issued price per share of US $0.52 (collectively
                                all common shares issuable hereunder are referred to as
the “Shares’)  





	
	Executed and delivered by and on behalf of the	Executed and delivered by the Adviser on 
	Corporation on _______________ but effective as and from August 1, 2003. 	_________________ but effective as and from August 1, 2003. 
	 	 
	  	 
	IQ POWER TECHNOLOGY INC.  	 
	 	 
	  	 
	Per: /s/ Peter E. Braun       	/s/ Joerg Schweizer       
	       Peter Braun, President 	JOERG SCHWEIZER  
















CONSULTING AGREEMENT

TERMS AND CONDITIONS 




1.00 Representations,
Warranties, and Covenants of the Adviser  



	1.01  	  	The
Adviser represents and warrants to, and covenants with, the Corporation, as follows: 






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






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






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






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






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






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







2.00 Position  



2.01 The Adviser 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 Corporation. 



2.02 In providing its services
hereunder, the Adviser 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 Corporation. 




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. Either party may
terminate the Adviser’s engagement as follows: 



	a.  	  	the
Adviser may terminate his services at any time and for any reason upon one           month’s
written notice to the Corporation;  






	b.  	  	the
Corporation may terminate the Adviser’s services at will. If the
          Corporation terminates the Adviser’s engagement without cause, the
          Adviser’s compensation and benefits shall continue for at least one month;  






	c.  	  	the
Corporation may terminate the Adviser’s services for cause after
          reasonable notice of any non-performance has been given by the Corporation to
          the Adviser and a reasonable opportunity has been afforded to the Adviser 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
Corporation’s property,  




	  	iv.  	  	 misconduct
materially injurious to the                     Corporation, or  
















Consulting Agreement 
Page
3  



	  	v.  	  	any
breach or threatened breach of this Agreement.  






3.02     If the Adviser'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 Corporation; and  






	b.  	  	the
Adviser 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 Adviser 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 Corporation and, where required, any regulatory
body having jurisdiction. 



4.02     The Adviser represents and
warrants to the Corporation that: 



	a.  	  	the
Adviser 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 Corporation,
          and that the Adviser 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
Adviser 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
Adviser is not a control person of the Corporation as defined in any           securities
act applicable to the issue of the Shares and the acquisition of the           Shares
will not result in the Adviser owning 20% or more of the issued and           outstanding
shares of the Corporation or becoming a control person;  




	e.  	  	the
Adviser is not acquiring the Shares as a result of any material information
          about the affairs of the Corporation that has not been publicly disclosed, save
          knowledge of this particular transaction;  




	f.  	  	the
Adviser 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
Adviser 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
Adviser 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 Adviser while the
Adviser 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 Adviser 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
Adviser and the Corporation agree that the Corporation may not permit the
          transfer of the Shares unless such transfer is made in accordance with
          Regulation S under the 1933 Act;  




	l.  	  	the
Adviser 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 Adviser 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 Adviser 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 Adviser understands that
the Corporation           has no obligation or present intention of filing a registration
statement under           the 1933 Act in respect of the Shares;  













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Page
4  



	m.  	  	the
Adviser 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
Adviser 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
Adviser 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 Adviser  



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



	a.  	  	the
Adviser may introduce the Corporation (whether written, oral, data, or
          otherwise made by the Adviser) 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 Adviser and shall be
treated as           confidential information;  






	c.  	  	it
shall not use such information except in the context of joint venture with           the
Adviser, and never without the Adviser’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 Adviser, without the prior
written           approval of the Adviser.  






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




6.00 Ownership of
Technology; Confidentiality  



6.01 The Adviser 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 Corporation 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 Adviser recognizes and acknowledges that this
Confidential Information constitutes a valuable, special and unique asset of the
Corporation, access to and knowledge of which are essential to the performance of the
Adviser’s duties. The Adviser acknowledges and agrees that all such Confidential
Information, including without limitation that which the Adviser conceives or develops,
either alone or with others, at any time during his engagement by the Corporation, is and
shall remain the exclusive property of the Corporation. The Adviser further recognizes,
acknowledges and agrees that, to enable the Corporation to perform services for its
customers or its clients, such customers or clients may furnish to the Corporation or the
Adviser Confidential Information concerning their business affairs, property, methods of
operation or other data, that the goodwill afforded to the Corporation depends on the
Corporation and its employees preserving the confidentiality of such information, and that
such information shall be treated as Confidential Information of the Corporation for all
purposes under this Agreement. 



6.02 The Adviser agrees that, except
as directed by the Corporation, the Adviser will not at any time, whether during or after
his engagement with the Corporation, use or disclose to any person for any purpose other
than for the benefit of the Corporation any Confidential Information, or permit any
person to use, examine and/or make copies of any documents, files, data or other
information sources which contain or are derived from Confidential Information, whether
prepared by 












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Page
5  



the Adviser or otherwise coming into
the Corporation’s possession or control without the prior written permission of the
Corporation.  



6.03 The Adviser agrees that upon
request by the Corporation and in any event upon termination of engagement, the Adviser
shall turn over to the Corporation (or provide proof of destruction of) all Confidential
Information in the Adviser’s possession or under his control which was created
pursuant to, is connected with or derived from the Adviser’s services to the
Corporation, or which is related in any manner to the Corporation’s business
activities or research and development efforts, whether or not such materials are in the
Adviser’s possession as of the date of this Agreement. 




7.00 Saving Provision  



7.01 The Corporation and the Adviser
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 Adviser and the Corporation. 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 that 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. 












Consulting Agreement 
Page
6  



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 Corporation acknowledges and
agrees that a great deal of time, cooperation, diligence and disclosure is necessary in
order for the Adviser to perform its duties as contemplated herein. The Corporation
acknowledges and agrees that no representation or warranty concerning the successful
outcome of any proposal or recommendation is or can be made. The Corporation acknowledges
and understands that this is especially true when approval of any governmental or
regulatory authority or agency is needed in order for the Corporation 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 Corporation or its principals. 



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



9.13 The Corporation acknowledges and
agrees that no representations or warranty has been made by the Adviser, 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 Adviser, its
affiliates or associates. The Corporation further acknowledges and agrees that the
Adviser, 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 Corporation’s
securities, either in private or public transactions. The Corporation 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 Adviser, or its affiliates and/or associates to act as
a finder, underwriter, broker, dealer or promoter of any of the Corporation’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 who shall be appointed by the Corporation, one by the Adviser,
and the third selected jointly by the other two arbitrators. The arbitrators shall be
familiar with or have expertise 












Consulting Agreement 
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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. 















SCHEDULE A 



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



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



	  	1.  	  	Conducting
due diligence of Corporation business and financial background;  






	  	2.  	  	Disseminating
Press Releases in North America and Europe;  






	  	3.  	  	Developing
a media plan, including;  






	  	  	a.  	  	cooperating
in the drafting of news/press releases, and  






	  	  	b.  	  	cooperating
in the drafting and being responsible for disseminating information                (e.g.
Investor Fact Sheet) to interested investors;  






	  	4.  	  	Forming
a strategy and thorough time line in order to set certain dates as
               milestones by when certain milestones should be achieved;  






	  	5.  	  	Introducing
the Corporation to financial journalists and financial media;  






	  	6.  	  	Introducing
the Corporation to institutional investors;  






	  	7.  	  	Identifying
private and institutional shareholders that may be legally                contacted;  






	  	8.  	  	Disseminating
information about the Corporation to the investment community;  






	  	9.  	  	Building
a data-base of all persons and institutions inquiring regarding the
               company, and sending out information brochures/mailings upon request (w/o
               packing and postage);  






	  	10.  	  	Rendering
advice and assistance in connection with the preparation of annual and
               interim reports and press releases; and  






	  	11.  	  	Preparing
trade fair promotion;  






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