EXHIBIT 10.47


 


MANAGEMENT AGREEMENT
 


November
18, 2004


 


Board
of Directors


of
Power Efficiency Corporation


3900
Paradise Road, Suite 283


Las
Vegas, NV 89109


 


Dear
Sirs:


 


This
letter is to establish the management agreement (the “Agreement”) between Power
Efficiency Corporation (“PEC”) and Northwest Power Management, Inc. (“NPM”).
NPM is a company wholly owned by me that currently leases the office space at
3900 Paradise, Suite 283 in Las Vegas, Nevada and pays for all insurance,
telephones, internet access and all other administrative costs associated with
the office. NPM also currently employs and pays all the salaries and benefits
for BJ Lackland, Brooke Rawlings, and me. As you know, I am currently acting as
PEC’s CEO, BJ is acting as PEC’s interim CFO, and Brooke is spending a large
percentage of her time doing bookkeeping and administrative work for PEC.


 


Since
BJ and I were appointed PEC’s CFO and CEO, respectively, over two months ago,
Brooke, BJ and I have spent almost all of our business efforts on PEC. I expect
this to remain the case for the foreseeable future.


 


I
therefore propose that PEC pay 80% of the basic administrative costs associated
with NPM’s office and administrator, Brooke Rawlings. I also propose that PEC
reimburse NPM $5,000 per month for each of BJ’s and my salaries. This is the
same amount PEC is paying monthly for all of its executives. As itemized on the
attached budget, 80% of the administrative costs plus $5,000 per month for each
of BJ and me totals approximately $20,000 per month. I therefore propose PEC
pay NPM $20,000 each month, plus the reimbursement of any reasonable direct
expenses, such as travel and entertainment on behalf of PEC. The payment would
be due at the end of each month, starting with November 2004.


 


This
Agreement shall be cancelable upon 30 days written notice by either PEC or NPM.
Since BJ and I both serve as officers and directors of PEC, and together
currently comprise 33% of the board, written notice from PEC shall mean a
letter notice of cancellation signed by no less than 50% of PEC’s directors.
Notice of cancellation from NPM shall be a letter from me to PEC’s board of
directors. Furthermore, the amount of the payment to NPM from PEC should be
reviewed and adjusted when any of the following events occur:


•                  PEC raises the salaries of any of its senior
executives, or


•                  NPM personnel cease fulfilling
administrative, bookkeeping, CFO, or CEO functions for PEC


 


If
you agree with the terms of this letter, please sign in the space provided
below. By signing, you acknowledge that you understand and accept that this is
a material contract between two related parties because of the following
relationships between the companies and individuals involved in and surrounding
this Agreement:


•                  NPM is a corporation wholly owned by me


•                  BJ and I are officers and directors of PEC
and together currently comprise two of PEC’s six directors. However, BJ and I
will abstain from voting at board meetings on any matters related to this
Agreement.


•                  Summit Energy Ventures LLC (“Summit”)
currently owns approximately 35% of the outstanding stock of PEC and is
therefore an affiliate of PEC


•                  I own over 50% of Summit and have effective
voting control over 100% the PEC shares that Summit owns


 


This
agreement will take effect only upon approval of a majority of the directors
present at the PEC board meeting planned for Thursday, November 18, 2004, and
the signing of this Agreement by all of the PEC directors except BJ and me.


 


	
  Regards,

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/
  Steven Strasser

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Steven
  Strasser

  
	
  President,
  NPM

  
	
   

  
	
  Agreed
  and accepted by:

  
	
   

  
	
  /s/ Nick Anderson

  	
   

  	
  /s/ Raymond Skiptunis

  	
   

  
	
  Nicholas
  Anderson

  	
   

  	
   

  	
  Raymond
  Skiptunis

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Len Bellezza

  	
   

  	
  /s/ Richard Pulford

  	
   

  
	
  Leonard
  Bellezza

  	
   

  	
   

  	
  Richard
  Pulford