EXHIBIT 10.3

                                  Fee Agreement
                                  -------------

         THIS FEE AGREEMENT (this "Agreement") dated the 15th day of January,
2004, is entered into by and between James m. Hill, and Power Technology Inc., a
Nevada corporation (and its successors and assigns) with principal offices in
Lions Bay, BC VON 2 ("Client").

         FOR AND IN CONSIDERATION of the mutual promises and covenants set forth
herein, the receipt and adequacy of which are hereby acknowledged, the parties
agree as follows:

         1. An annual compensation of 30,000.00 payable in non assessable shares
of Client's common stock, payable quarterly, stock shall be paid by Client to
hill for advice and consulting on strategic issues. The retainer shall be paid
in common stock of the Client registered through an S-8 registration. The shares
shall be deemed to have been earned upon signing of this agreement.

         2. Client is authorized to disclose Hill's status as a consultant under
the terms of this Agreement to such persons and in such manner as may be deemed
necessary to Client or its counsel.

         3. Hill shall not be responsible for any representation or warranty
made by any person or entity who or which Hill may introduce to Client or for
any undertaking, representation, or warranty made by Client. Client further
agrees to indemnify Hill and hold Hill harmless from any and all liabilities
that Hill may incur as a result of any transaction entered into or as a result
of any misrepresentation or material omission by Client.

         4. Hill shall not be liable hereunder for any matter connected with
this Agreement, except for a lack of good faith and for obligations expressly
assumed by it in this Agreement. Hill's sole obligation is as set forth in
paragraph 1, and Hill shall not have any obligation or any responsibility for
assisting in any negotiations between Client or any other person. At Hill's
request, its representatives shall have the right to participate in discussions
between Client and parties introduced by Hill.

         5. Client represents to Hill, and agrees to represent to Hill at
closing of any transaction contemplated hereby, as follows:

         (a) Client is a corporation duly authorized, validly existing, and in
good standing under the laws of the state of its incorporation and has the
corporate power and authority to enter into and perform this Agreement;

         (b) The execution and delivery of this Agreement and the consummation
of the transactions contemplated hereby have been duly authorized by Client's
board of directors; and

         (c) This Agreement constitutes a valid and binding agreement of Client
enforceable in accordance with its terms.

         6. This Agreement shall terminate and be of no further force and effect
and the liability of the parties hereto shall cease at any time after January
15th,2005.

         7. From time to time and at the request of Hill, but not more
frequently than monthly, Client shall provide Hill a written report of the
status of negotiations between Client and any party introduced to Client by
Hill.

         8. All notices, demands, requests, or other communications required or
authorized hereunder shall be deemed given sufficiently if in writing and if
personally delivered; if sent by facsimile transmission, confirmed with a
written copy thereof sent overnight express delivery; if sent by registered mail
or certified mail, return receipt requested and postage prepaid; or if sent by
overnight express delivery:

         If to Hill, to:  James M. Hill
                          1230 Seymour Blvd.
                          North Vancouver, B.C.,V7J 2J8
                          Phone:  (604}987 2624


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         If to Client, to: Lee Balak
                           Power Technology Inc.
                           15 Ocean View Road
                           Lions Bay, BC VON2
                           Phone: (604) 925-0716

or other such addresses and facsimile numbers as shall be furnished by any
party, from time to time, in the manner for giving notices hereunder, and any
such notice, demand, request, or other communication shall be deemed to have
been given as of the date so delivered or sent by facsimile transmission, three
days after the date so mailed, or one day after the date so sent by overnight
delivery.

         9. In the event legal action is brought to enforce any provision of
this Agreement, the defaulting party agrees to pay all reasonable costs and
attorneys' fees incurred by the non-defaulting party in enforcing any remedy
under this Agreement or in seeking any other remedy, whether by law or equity.

         10. This Agreement shall be governed by and interpreted in accordance
with the laws of the state of Nevada.

         DATED as of the date first above written.

BY: /s/ James M. Hill
    -----------------------------------------------------
        James M. Hill


Power Technology Inc.

BY: /s/ Lee Balak
   --------------------------------------------------------
         Lee Balak
         ITS:  President



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