Exhibit 10.2


                          REGISTRATION RIGHTS AGREEMENT

         REGISTRATION RIGHTS AGREEMENT (this  "Agreement"),  dated as of May 10,
2005  by  and  between  POWER  TECHNOLOGY,   INC.,  a  Nevada  corporation  (the
"Company"),  and CORNELL CAPITAL  PARTNERS,  LP, a Delaware limited  partnership
(the "Investor").

         WHEREAS:

         A. In connection with the Standby Equity Distribution  Agreement by and
between  the  parties  hereto  of  even  date  herewith  (the  "Standby   Equity
Distribution Agreement"),  the Company has agreed, upon the terms and subject to
the conditions of the Standby Equity Distribution  Agreement,  to issue and sell
to the Investor that number of shares of the Company's  common stock,  par value
$0.001 per share (the "Common  Stock"),  which can be purchased  pursuant to the
terms of the Standby  Equity  Distribution  Agreement for an aggregate  purchase
price of up to Five Million Dollars ($5,000,000).  Capitalized terms not defined
herein  shall  have  the  meaning   ascribed  to  them  in  the  Standby  Equity
Distribution Agreement.

         B. To induce the  Investor to execute  and  deliver the Standby  Equity
Distribution  Agreement,  the Company has agreed to provide certain registration
rights  under  the  Securities  Act of  1933,  as  amended,  and the  rules  and
regulations  thereunder,  or any similar  successor statute  (collectively,  the
"Securities Act"), and applicable state securities laws.

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants  contained  herein  and other  good and  valuable  consideration,  the
receipt and  sufficiency of which are hereby  acknowledged,  the Company and the
Investor hereby agree as follows:

             1. DEFINITIONS.

         As used in this Agreement, the following terms shall have the following
meanings:

                  a. "Person" means a corporation,  a limited liability company,
an association,  a partnership,  an organization,  a business, an individual,  a
governmental or political subdivision thereof or a governmental agency.

                  b. "Register,"  "registered,"  and  "registration"  refer to a
registration   effected  by  preparing  and  filing  one  or  more  Registration
Statements (as defined below) in compliance with the Securities Act and pursuant
to Rule 415  under  the  Securities  Act or any  successor  rule  providing  for
offering  securities  on a continuous  or delayed  basis ("Rule  415"),  and the
declaration or ordering of  effectiveness of such  Registration  Statement(s) by
the United States Securities and Exchange Commission (the "SEC").

                  c. "Registrable  Securities"  means the Investor's  Shares, as
defined in the Standby Equity Distribution  Agreement and shares of Common Stock
issuable to Investor pursuant to the Standby Equity Distribution Agreement.

                  d.  "Registration  Statement"  means a registration  statement
under the Securities Act which covers the Registrable Securities.

             2. REGISTRATION.

                  a. Mandatory Registration.  The Company shall prepare and file
with the SEC a Registration Statement on Form S-1, SB-2 or on such other form as
is available. The Company shall cause such Registration Statement to be declared
effective  by the SEC prior to the first sale to the  Investor of the  Company's
Common Stock pursuant to the Standby Equity Distribution Agreement.

                  b. Sufficient  Number of Shares  Registered.  In the event the
number of shares  available  under a  Registration  Statement  filed pursuant to
Section 2(a) is insufficient to cover all of the  Registrable  Securities  which
the  Investor  has  purchased  pursuant  to  the  Standby  Equity   Distribution
Agreement,  the Company shall amend the  Registration  Statement,  or file a new
Registration  Statement (on the short form available therefore,  if applicable),
or both, so as to cover all of such  Registrable  Securities  which the Investor
has purchased pursuant to the Standby Equity  Distribution  Agreement as soon as
practicable,  but in any event  not  later  than  fifteen  (15)  days  after the
necessity  therefore arises. The Company shall use it best efforts to cause such
amendment  and/or new  Registration  Statement  to become  effective  as soon as
practicable  following  the  filing  thereof.  For  purposes  of  the  foregoing
provision,  the number of shares available under a Registration  Statement shall
be deemed  "insufficient  to cover all of the Registrable  Securities" if at any
time the number of Registrable  Securities issuable on an Advance Notice Date is
greater than the number of shares  available for resale under such  Registration
Statement.

             3. RELATED OBLIGATIONS.

                  a. The Company shall keep the Registration Statement effective
pursuant  to Rule 415 at all times  until the date on which the  Investor  shall
have sold all the Registrable  Securities covered by such Registration Statement
(the  "Registration  Period"),   which  Registration  Statement  (including  any
amendments or supplements thereto and prospectuses  contained therein) shall not
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein,  or necessary to make the statements  therein, in
light of the circumstances in which they were made, not misleading.

                  b.  The  Company  shall  prepare  and  file  with the SEC such
amendments   (including   post-effective   amendments)   and  supplements  to  a
Registration   Statement  and  the  prospectus  used  in  connection  with  such
Registration  Statement,  which  prospectus is to be filed  pursuant to Rule 424
promulgated  under  the  Securities  Act,  as  may be  necessary  to  keep  such
Registration  Statement  effective at all times during the Registration  Period,
and,  during such period,  comply with the provisions of the Securities Act with
respect to the disposition of all Registrable  Securities of the Company covered
by such  Registration  Statement  until  such  time  as all of such  Registrable


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Securities  shall have been disposed of in accordance with the intended  methods
of  disposition  by  the  seller  or  sellers  thereof  as  set  forth  in  such
Registration  Statement.  In  the  case  of  amendments  and  supplements  to  a
Registration Statement which are required to be filed pursuant to this Agreement
(including  pursuant to this Section 3(b)) by reason of the  Company's  filing a
report on Form 10-KSB, Form 10-QSB or Form 8-K or any analogous report under the
Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),  the Company
shall  have   incorporated  such  report  by  reference  into  the  Registration
Statement, if applicable,  or shall file such amendments or supplements with the
SEC on the same day on which the Exchange Act report is filed which  created the
requirement for the Company to amend or supplement the Registration Statement.

                  c. The Company shall furnish to the Investor  without  charge,
(i) at least one copy of such  Registration  Statement as declared  effective by
the  SEC  and any  amendment(s)  thereto,  including  financial  statements  and
schedules,  all documents  incorporated  therein by reference,  all exhibits and
each  preliminary  prospectus,  (ii) ten (10)  copies  of the  final  prospectus
included in such  Registration  Statement  and all  amendments  and  supplements
thereto (or such other number of copies as such Investor may reasonably request)
and (iii) such other documents as such Investor may reasonably request from time
to time in order to facilitate  the  disposition of the  Registrable  Securities
owned by such Investor.

                  d. The Company  shall use its best efforts to (i) register and
qualify the  Registrable  Securities  covered by a Registration  Statement under
such other  securities  or "blue sky" laws of such  jurisdictions  in the United
States as the  Investor  reasonably  requests,  (ii)  prepare  and file in those
jurisdictions,   such  amendments  (including  post-effective   amendments)  and
supplements  to such  registrations  and  qualifications  as may be necessary to
maintain the effectiveness  thereof during the Registration  Period,  (iii) take
such other  actions as may be  necessary  to  maintain  such  registrations  and
qualifications in effect at all times during the Registration  Period,  and (iv)
take all  other  actions  reasonably  necessary  or  advisable  to  qualify  the
Registrable Securities for sale in such jurisdictions;  provided,  however, that
the  Company  shall not be required in  connection  therewith  or as a condition
thereto to (w) make any change to its certificate of  incorporation  or by-laws,
(x) qualify to do business in any  jurisdiction  where it would not otherwise be
required to qualify but for this  Section  3(d),  (y) subject  itself to general
taxation in any such  jurisdiction,  or (z) file a general consent to service of
process in any such jurisdiction. The Company shall promptly notify the Investor
of the receipt by the Company of any notification with respect to the suspension
of the registration or  qualification  of any of the Registrable  Securities for
sale under the securities or "blue sky" laws of any  jurisdiction  in the United
States or its  receipt  of  actual  notice  of the  initiation  or threat of any
proceeding for such purpose.

                  e. As promptly as  practicable  after  becoming  aware of such
event or  development,  the Company  shall notify the Investor in writing of the
happening  of any  event  as a result  of which  the  prospectus  included  in a
Registration  Statement,  as then in effect,  includes an untrue  statement of a
material fact or omission to state a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under
which they were  made,  not  misleading  (provided  that in no event  shall such
notice  contain any material,  nonpublic  information),  and promptly  prepare a
supplement  or amendment to such  Registration  Statement to correct such untrue
statement  or  omission,  and  deliver  ten (10)  copies of such  supplement  or


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amendment to each Investor.  The Company shall also promptly notify the Investor
in writing (i) when a prospectus or any prospectus  supplement or post-effective
amendment   has  been  filed,   and  when  a   Registration   Statement  or  any
post-effective   amendment   has   become   effective   (notification   of  such
effectiveness shall be delivered to the Investor by facsimile on the same day of
such  effectiveness),  (ii)  of  any  request  by  the  SEC  for  amendments  or
supplements  to a  Registration  Statement  or  related  prospectus  or  related
information,  and  (iii)  of  the  Company's  reasonable  determination  that  a
post-effective amendment to a Registration Statement would be appropriate.

                  f. The  Company  shall use its best  efforts  to  prevent  the
issuance  of  any  stop  order  or  other   suspension  of  effectiveness  of  a
Registration  Statement,  or the suspension of the  qualification  of any of the
Registrable  Securities for sale in any jurisdiction within the United States of
America and, if such an order or suspension is issued,  to obtain the withdrawal
of such order or  suspension at the earliest  possible  moment and to notify the
Investor of the issuance of such order and the resolution thereof or its receipt
of actual notice of the initiation or threat of any proceeding for such purpose.

                  g. At the  reasonable  request of the  Investor,  the  Company
shall  furnish  to  the  Investor,  on the  date  of  the  effectiveness  of the
Registration  Statement  and  thereafter  from time to time on such dates as the
Investor  may  reasonably  request  (i) a  letter,  dated  such  date,  from the
Company's  independent  registered  certified  public  accountants  in form  and
substance as is customarily  given by independent  registered  certified  public
accountants to  underwriters  in an underwritten  public  offering,  and (ii) an
opinion, dated as of such date, of counsel representing the Company for purposes
of such Registration  Statement,  in form, scope and substance as is customarily
given in an underwritten public offering, addressed to the Investor.

                  h. The Company shall make  available for inspection by (i) the
Investor  and (ii) one firm of  accountants  or  other  agents  retained  by the
Investor  (collectively,  the  "Inspectors")  all pertinent  financial and other
records,  and  pertinent  corporate  documents  and  properties  of the  Company
(collectively,  the "Records"),  as shall be reasonably deemed necessary by each
Inspector,  and cause the Company's officers,  directors and employees to supply
all information which any Inspector may reasonably request;  provided,  however,
that each Inspector  shall agree,  and the Investor  hereby  agrees,  to hold in
strict confidence and shall not make any disclosure  (except to the Investor) or
use of any Record or other  information  which the  Company  determines  in good
faith to be  confidential,  and of which  determination  the  Inspectors  are so
notified,  unless (a) the  disclosure  of such  Records is necessary to avoid or
correct a misstatement or omission in any Registration Statement or is otherwise
required  under the  Securities  Act, (b) the release of such Records is ordered
pursuant to a final, non-appealable subpoena or order from a court or government
body of competent jurisdiction,  or (c) the information in such Records has been
made generally  available to the public other than by disclosure in violation of
this or any  other  agreement  of  which  the  Inspector  and the  Investor  has
knowledge.  The Investor agrees that it shall,  upon learning that disclosure of
such  Records  is  sought  in or by a court or  governmental  body of  competent
jurisdiction or through other means, give prompt notice to the Company and allow
the  Company,  at its  expense,  to  undertake  appropriate  action  to  prevent
disclosure  of,  or to  obtain  a  protective  order  for,  the  Records  deemed
confidential.


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<PAGE>

                  i.  The  Company  shall  hold in  confidence  and not make any
disclosure of information concerning the Investor provided to the Company unless
(i) disclosure of such  information is necessary to comply with federal or state
securities  laws, (ii) the disclosure of such  information is necessary to avoid
or correct a misstatement or omission in any Registration  Statement,  (iii) the
release of such  information  is ordered  pursuant to a subpoena or other final,
non-appealable   order  from  a  court  or   governmental   body  of   competent
jurisdiction,  or (iv) such information has been made generally available to the
public other than by  disclosure  in  violation  of this  Agreement or any other
agreement.  The Company agrees that it shall,  upon learning that  disclosure of
such  information  concerning  the  Investor  is  sought  in  or by a  court  or
governmental body of competent  jurisdiction or through other means, give prompt
written  notice  to the  Investor  and  allow the  Investor,  at the  Investor's
expense, to undertake  appropriate action to prevent disclosure of, or to obtain
a protective order for, such information.

                  j. The Company shall use its best efforts  either to cause all
the Registrable  Securities covered by a Registration Statement (i) to be listed
on each  securities  exchange  on which  securities  of the same class or series
issued  by the  Company  are  then  listed,  if  any,  if the  listing  of  such
Registrable  Securities is then permitted under the rules of such exchange or to
secure the  inclusion for  quotation on the National  Association  of Securities
Dealers,  Inc. OTC Bulletin Board for such Registrable  Securities.  The Company
shall pay all fees and expenses in connection  with  satisfying  its  obligation
under this Section 3(j).

                  k. The Company shall cooperate with the Investor to the extent
applicable,  to facilitate the timely  preparation  and delivery of certificates
(not bearing any restrictive legend) representing the Registrable  Securities to
be offered pursuant to a Registration  Statement and enable such certificates to
be in such  denominations  or amounts,  as the case may be, as the  Investor may
reasonably request and registered in such names as the Investor may request.

                  l. The  Company  shall  use its  best  efforts  to  cause  the
Registrable  Securities covered by the applicable  Registration  Statement to be
registered with or approved by such other  governmental  agencies or authorities
as  may  be  necessary  to  consummate  the  disposition  of  such   Registrable
Securities.

                  m. The Company shall make generally  available to its security
holders  as soon as  practical,  but not later than  ninety  (90) days after the
close of the period covered  thereby,  an earnings  statement (in form complying
with  the  provisions  of  Rule  158  under  the  Securities   Act)  covering  a
twelve-month  period  beginning  not later  than the first day of the  Company's
fiscal quarter next following the effective date of the Registration Statement.

                  n. The Company shall  otherwise use its best efforts to comply
with all  applicable  rules and  regulations  of the SEC in connection  with any
registration hereunder.

                  o. Within two (2) business days after a Registration Statement
which covers Registrable Securities is ordered effective by the SEC, the Company
shall deliver,  and shall cause legal counsel for the Company to deliver, to the
transfer  agent for such  Registrable  Securities  (with copies to the Investor)
confirmation that such Registration Statement has been declared effective by the
SEC in the form attached hereto as Exhibit A.


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<PAGE>

                  p.  The  Company  shall  take  all  other  reasonable  actions
necessary to expedite and facilitate  disposition by the Investor of Registrable
Securities pursuant to a Registration Statement.

             4. OBLIGATIONS OF THE INVESTOR.

         The Investor  agrees that,  upon receipt of any notice from the Company
of the happening of any event of the kind described in Section 3(f) or the first
sentence of 3(e),  the Investor  will  immediately  discontinue  disposition  of
Registrable  Securities pursuant to any Registration  Statement(s) covering such
Registrable  Securities  until  the  Investor's  receipt  of the  copies  of the
supplemented  or amended  prospectus  contemplated by Section 3(e) or receipt of
notice that no supplement or amendment is required.  Notwithstanding anything to
the contrary,  the Company shall cause its transfer agent to deliver  unlegended
certificates  for shares of Common  Stock to a  transferee  of the  Investor  in
accordance  with the  terms of the  Standby  Equity  Distribution  Agreement  in
connection  with any sale of  Registrable  Securities  with respect to which the
Investor has entered into a contract for sale prior to the Investor's receipt of
a notice from the Company of the happening of any event of the kind described in
Section  3(f) or the first  sentence of 3(e) and for which the  Investor has not
yet settled.

             5. EXPENSES OF REGISTRATION.

         All expenses  incurred in  connection  with  registrations,  filings or
qualifications pursuant to Sections 2 and 3, including,  without limitation, all
registration,  listing and qualifications fees,  printers,  legal and accounting
fees shall be paid by the Company.

             6. INDEMNIFICATION.

         With  respect  to  Registrable  Securities  which  are  included  in  a
Registration Statement under this Agreement:

                  a. To the fullest  extent  permitted by law, the Company will,
and  hereby  does,  indemnify,  hold  harmless  and  defend  the  Investor,  the
directors,  officers, partners, employees, agents,  representatives of, and each
Person,  if any, who controls the Investor  within the meaning of the Securities
Act or the Exchange Act (each,  an  "Indemnified  Person"),  against any losses,
claims,  damages,  liabilities,  judgments,  fines,  penalties,  charges, costs,
reasonable  attorneys'  fees,  amounts paid in settlement or expenses,  joint or
several  (collectively,   "Claims")  incurred  in  investigating,  preparing  or
defending any action, claim, suit, inquiry, proceeding,  investigation or appeal
taken from the foregoing by or before any court or governmental,  administrative
or other  regulatory  agency,  body or the SEC,  whether  pending or threatened,
whether or not an indemnified  party is or may be a party thereto  ("Indemnified
Damages"),  to which any of them may become  subject  insofar as such Claims (or
actions or proceedings,  whether  commenced or threatened,  in respect  thereof)
arise out of or are based  upon:  (i) any untrue  statement  or  alleged  untrue
statement of a material fact in a Registration  Statement or any  post-effective
amendment  thereto or in any filing made in connection with the qualification of
the offering under the  securities or other "blue sky" laws of any  jurisdiction
in which Registrable Securities are offered ("Blue Sky Filing"), or the omission
or alleged  omission to state a material fact  required to be stated  therein or
necessary  to make the  statements  therein  not  misleading;  (ii)  any  untrue


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statement or alleged untrue  statement of a material fact contained in any final
prospectus  (as  amended or  supplemented,  if the Company  files any  amendment
thereof or supplement  thereto with the SEC) or the omission or alleged omission
to state  therein  any  material  fact  necessary  to make the  statements  made
therein,  in light of the circumstances  under which the statements therein were
made, not misleading; or (iii) any violation or alleged violation by the Company
of the  Securities  Act, the Exchange  Act,  any other law,  including,  without
limitation,  any state  securities  law, or any rule or  regulation  there under
relating  to the  offer  or sale of the  Registrable  Securities  pursuant  to a
Registration  Statement (the matters in the foregoing  clauses (i) through (iii)
being, collectively, "Violations"). The Company shall reimburse the Investor and
each such controlling  person promptly as such expenses are incurred and are due
and payable,  for any legal fees or disbursements  or other reasonable  expenses
incurred by them in connection with  investigating  or defending any such Claim.
Notwithstanding  anything to the contrary contained herein, the  indemnification
agreement  contained in this Section 6(a):  (x) shall not apply to a Claim by an
Indemnified  Person  arising  out of or based upon a Violation  which  occurs in
reliance upon and in  conformity  with  information  furnished in writing to the
Company by such  Indemnified  Person  expressly for use in  connection  with the
preparation  of the  Registration  Statement  or any such  amendment  thereof or
supplement thereto; (y) shall not be available to the extent such Claim is based
on a  failure  of the  Investor  to  deliver  or to  cause to be  delivered  the
prospectus  made  available by the Company,  if such  prospectus was timely made
available by the Company  pursuant to Section  3(e);  and (z) shall not apply to
amounts paid in settlement of any Claim if such  settlement is effected  without
the  prior  written  consent  of  the  Company,   which  consent  shall  not  be
unreasonably  withheld.  Such  indemnity  shall  remain in full force and effect
regardless of any investigation made by or on behalf of the Indemnified Person.

                  b. In connection with a Registration  Statement,  the Investor
agrees to  indemnify,  hold  harmless and defend,  to the same extent and in the
same manner as is set forth in Section 6(a), the Company, each of its directors,
each of its officers who signs the  Registration  Statement and each Person,  if
any, who controls the Company  within the meaning of the  Securities  Act or the
Exchange Act (each an  "Indemnified  Party"),  against any Claim or  Indemnified
Damages to which any of them may become  subject,  under the Securities Act, the
Exchange Act or otherwise,  insofar as such Claim or  Indemnified  Damages arise
out of or is based upon any Violation,  in each case to the extent,  and only to
the extent,  that such Violation  occurs in reliance upon and in conformity with
written  information  furnished to the Company by the Investor expressly for use
in connection with such  Registration  Statement;  and, subject to Section 6(d),
the Investor will reimburse any legal or other expenses  reasonably  incurred by
them in connection  with  investigating  or defending any such Claim;  provided,
however,  that the  indemnity  agreement  contained in this Section 6(b) and the
agreement with respect to contribution contained in Section 7 shall not apply to
amounts paid in settlement of any Claim if such  settlement is effected  without
the  prior  written  consent  of  the  Investor,  which  consent  shall  not  be
unreasonably withheld;  provided,  further,  however, that the Investor shall be
liable under this  Section  6(b) for only that amount of a Claim or  Indemnified
Damages as does not exceed the net  proceeds to the  Investor as a result of the
sale of Registrable  Securities  pursuant to such Registration  Statement.  Such
indemnity shall remain in full force and effect  regardless of any investigation
made by or on behalf of such Indemnified Party.  Notwithstanding anything to the
contrary  contained  herein,  the  indemnification  agreement  contained in this
Section  6(b) with respect to any  prospectus  shall not inure to the benefit of


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any  Indemnified  Party if the untrue  statement  or omission  of material  fact
contained in the  prospectus was corrected and such new prospectus was delivered
to the Investor prior to the Investor's use of the prospectus to which the Claim
relates.

                  c.  Promptly  after  receipt  by  an  Indemnified   Person  or
Indemnified  Party  under this  Section 6 of notice of the  commencement  of any
action or proceeding (including any governmental action or proceeding) involving
a Claim,  such  Indemnified  Person or  Indemnified  Party shall,  if a Claim in
respect thereof is to be made against any indemnifying  party under this Section
6,  deliver  to the  indemnifying  party a written  notice  of the  commencement
thereof, and the indemnifying party shall have the right to participate in, and,
to the  extent  the  indemnifying  party so  desires,  jointly  with  any  other
indemnifying party similarly  noticed,  to assume control of the defense thereof
with counsel mutually satisfactory to the indemnifying party and the Indemnified
Person or the Indemnified Party, as the case may be; provided,  however, that an
Indemnified  Person or Indemnified  Party shall have the right to retain its own
counsel  with the fees  and  expenses  of not  more  than one  counsel  for such
Indemnified  Person or Indemnified  Party to be paid by the indemnifying  party,
if, in the reasonable opinion of counsel retained by the indemnifying party, the
representation  by such counsel of the Indemnified  Person or Indemnified  Party
and the  indemnifying  party would be  inappropriate  due to actual or potential
differing interests between such Indemnified Person or Indemnified Party and any
other party  represented  by such counsel in such  proceeding.  The  Indemnified
Party or Indemnified Person shall cooperate fully with the indemnifying party in
connection  with any  negotiation  or defense of any such action or claim by the
indemnifying  party and shall furnish to the indemnifying  party all information
reasonably  available  to the  Indemnified  Party or  Indemnified  Person  which
relates  to such  action  or  claim.  The  indemnifying  party  shall  keep  the
Indemnified  Party or  Indemnified  Person fully apprised at all times as to the
status of the defense or any settlement  negotiations  with respect thereto.  No
indemnifying  party shall be liable for any  settlement of any action,  claim or
proceeding effected without its prior written consent,  provided,  however, that
the indemnifying party shall not unreasonably  withhold,  delay or condition its
consent.  No indemnifying party shall,  without the prior written consent of the
Indemnified  Party or  Indemnified  Person,  consent to entry of any judgment or
enter into any  settlement  or other  compromise  which  does not  include as an
unconditional  term  thereof  the giving by the  claimant or  plaintiff  to such
Indemnified  Party or  Indemnified  Person of a release  from all  liability  in
respect to such claim or litigation.  Following  indemnification as provided for
hereunder,  the  indemnifying  party  shall be  subrogated  to all rights of the
Indemnified Party or Indemnified Person with respect to all third parties, firms
or corporations  relating to the matter for which indemnification has been made.
The  failure  to  deliver  written  notice to the  indemnifying  party  within a
reasonable  time of the  commencement  of any such action shall not relieve such
indemnifying  party of any liability to the  Indemnified  Person or  Indemnified
Party under this Section 6, except to the extent that the indemnifying  party is
prejudiced in its ability to defend such action.

                  d. The  indemnification  required  by this  Section 6 shall be
made by  periodic  payments  of the  amount  thereof  during  the  course of the
investigation or defense,  as and when bills are received or Indemnified Damages
are incurred.

                  e.  The  indemnity  agreements  contained  herein  shall be in
addition to (i) any cause of action or similar right of the Indemnified Party or
Indemnified  Person  against  the  indemnifying  party or  others,  and (ii) any
liabilities the indemnifying party may be subject to pursuant to the law.


                                       8
<PAGE>

             7. CONTRIBUTION.

         To  the  extent  any   indemnification  by  an  indemnifying  party  is
prohibited or limited by law, the indemnifying  party agrees to make the maximum
contribution  with respect to any amounts for which it would otherwise be liable
under Section 6 to the fullest extent permitted by law; provided, however, that:
(i) no seller of Registrable  Securities guilty of fraudulent  misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution  from any seller of  Registrable  Securities  who was not guilty of
fraudulent misrepresentation; and (ii) contribution by any seller of Registrable
Securities shall be limited in amount to the net amount of proceeds  received by
such seller from the sale of such Registrable Securities.

8. REPORTS UNDER THE EXCHANGE ACT.

         With a view to making  available  to the  Investor the benefits of Rule
144  promulgated  under the  Securities Act or any similar rule or regulation of
the SEC that may at any time  permit the  Investors  to sell  securities  of the
Company to the public without registration ("Rule 144") the Company agrees to:

                  a. make and keep public information available,  as those terms
are understood and defined in Rule 144;

                  b. file with the SEC in a timely  manner all reports and other
documents  required of the Company under the Securities Act and the Exchange Act
so long as the Company remains subject to such requirements (it being understood
that nothing herein shall limit the Company's  obligations  under Section 6.3 of
the Standby  Equity  Distribution  Agreement) and the filing of such reports and
other documents is required for the applicable provisions of Rule 144; and

                  c.  furnish  to the  Investor  so  long as the  Investor  owns
Registrable  Securities,  promptly upon request,  (i) a written statement by the
Company that it has complied  with the reporting  requirements  of Rule 144, the
Securities  Act and the Exchange  Act,  (ii) a copy of the most recent annual or
quarterly report of the Company and such other reports and documents so filed by
the Company,  and (iii) such other information as may be reasonably requested to
permit  the  Investor  to sell  such  securities  pursuant  to Rule 144  without
registration.

             9. AMENDMENT OF REGISTRATION RIGHTS.

         Provisions of this Agreement may be amended and the observance  thereof
may  be  waived  (either  generally  or  in a  particular  instance  and  either
retroactively or prospectively), only by a written agreement between the Company
and the  Investor.  Any  amendment or waiver  effected in  accordance  with this
Section 9 shall be binding upon the Investor and the Company.  No  consideration
shall be  offered  or paid to any  Person  to amend or  consent  to a waiver  or


                                       9
<PAGE>

modification  of  any  provision  of any  of  this  Agreement  unless  the  same
consideration also is offered to all of the parties to this Agreement.

             10. MISCELLANEOUS.

                  a. A Person is deemed to be a holder of Registrable Securities
whenever  such  Person  owns or is  deemed  to own of  record  such  Registrable
Securities.  If  the  Company  receives  conflicting  instructions,  notices  or
elections  from  two or  more  Persons  with  respect  to the  same  Registrable
Securities,  the  Company  shall act upon the basis of  instructions,  notice or
election received from the registered owner of such Registrable Securities.

                  b. Any  notices,  consents,  waivers  or other  communications
required or permitted to be given under the terms of this  Agreement  must be in
writing  and will be deemed  to have  been  delivered:  (i) upon  receipt,  when
delivered  personally;  (ii)  upon  receipt,  when sent by  facsimile  (provided
confirmation of transmission  is  mechanically or  electronically  generated and
kept on file by the sending party); or (iii) one business day after deposit with
a  nationally  recognized  overnight  delivery  service,  in each case  properly
addressed to the party to receive the same. The addresses and facsimile  numbers
for such communications shall be:

If to the Company, to:     Power Technology, Inc.
                           109 North Post Oak Lane, Suite 422
                           Houston, Texas 77024
                           Attention: Bernard J. Walter
                           Telephone: (713) 621-4310
                           Facsimile: (713) 688-0622

With a copy to:            Stephen A. Zrenda, Jr., P.C.
                           100 N. Broadway, Suite 2440
                           Oklahoma City, OK 73102
                           Attention: Stephen A. Zrenda, Jr.
                           Telephone: (405) 235-2111
                           Facsimile: (405) 235-2157

If to the Investor, to:    Cornell Capital Partners, LP
                           101 Hudson Street - Suite 3700
                           Jersey City, New Jersey 07302
                           Attention: Mark Angelo
                                      Portfolio Manager
                           Telephone: (201) 985-8300
                           Facsimile: (201) 985-8266


                                       10
<PAGE>

With a copy to:            Cornell Capital Partners, LP
                           101 Hudson Street - Suite 3700
                           Jersey City, New Jersey 07302
                           Attention: Troy J. Rillo
                                      Senior Vice President
                           Telephone: (201) 985-8300
                           Facsimile: (201) 985-8266

Any party may  change  its  address  by  providing  written  notice to the other
parties  hereto at least five days prior to the  effectiveness  of such  change.
Written  confirmation  of receipt  (A) given by the  recipient  of such  notice,
consent,  waiver or other  communication,  (B)  mechanically  or  electronically
generated by the sender's facsimile machine containing the time, date, recipient
facsimile  number  and an image of the first  page of such  transmission  or (C)
provided by a courier or overnight courier service shall be rebuttable  evidence
of  personal  service,  receipt  by  facsimile  or  receipt  from  a  nationally
recognized  overnight  delivery  service in accordance  with clause (i), (ii) or
(iii) above, respectively.

                  c.  Failure of any party to exercise any right or remedy under
this  Agreement or otherwise,  or delay by a party in  exercising  such right or
remedy, shall not operate as a waiver thereof.

                  d. The corporate  laws of the State of New Jersey shall govern
all issues  concerning the relative rights of the Company and the Investor.  All
other  questions   concerning  the  construction,   validity,   enforcement  and
interpretation  of this Agreement  shall be governed by the internal laws of the
State of New Jersey,  without  giving effect to any choice of law or conflict of
law  provision  or  rule  (whether  of the  State  of New  Jersey  or any  other
jurisdiction)  that would cause the application of the laws of any  jurisdiction
other than the State of New Jersey. Each party hereby irrevocably submits to the
non-exclusive  jurisdiction  of the Superior  Courts of the State of New Jersey,
sitting in Hudson  County,  New Jersey and the  Federal  District  Court for the
District of New Jersey sitting in Newark,  New Jersey,  for the  adjudication of
any  dispute  hereunder  or in  connection  herewith  or  with  any  transaction
contemplated  hereby or discussed herein,  and hereby  irrevocably  waives,  and
agrees not to assert in any suit, action or proceeding, any claim that it is not
personally subject to the jurisdiction of any such court, that such suit, action
or  proceeding  is  brought in an  inconvenient  forum or that the venue of such
suit,  action or proceeding is improper.  Each party hereby  irrevocably  waives
personal  service of process and  consents to process  being  served in any such
suit,  action or  proceeding  by  mailing a copy  thereof  to such  party at the
address for such notices to it under this Agreement and agrees that such service
shall  constitute  good and  sufficient  service of process and notice  thereof.
Nothing  contained herein shall be deemed to limit in any way any right to serve
process in any manner permitted by law. If any provision of this Agreement shall
be  invalid  or   unenforceable   in  any   jurisdiction,   such  invalidity  or
unenforceability  shall  not  affect  the  validity  or  enforceability  of  the
remainder  of  this   Agreement  in  that   jurisdiction   or  the  validity  or
enforceability  of any  provision of this  Agreement in any other  jurisdiction.
EACH PARTY HEREBY  IRREVOCABLY  WAIVES ANY RIGHT IT MAY HAVE,  AND AGREES NOT TO
REQUEST,  A JURY  TRIAL FOR THE  ADJUDICATION  OF ANY  DISPUTE  HEREUNDER  OR IN
CONNECTION  HEREWITH  OR  ARISING  OUT OF  THIS  AGREEMENT  OR  ANY  TRANSACTION
CONTEMPLATED HEREBY.


                                       11
<PAGE>

                  e. This Agreement,  the Standby Equity Distribution Agreement,
the Escrow  Agreement,  and the Placement Agent Agreement  constitute the entire
agreement among the parties hereto with respect to the subject matter hereof and
thereof. There are no restrictions,  promises, warranties or undertakings, other
than those set forth or  referred to herein and  therein.  This  Agreement,  the
Standby Equity Distribution Agreement,  the Escrow Agreement,  and the Placement
Agent  Agreement  supersede all prior  agreements and  understandings  among the
parties hereto with respect to the subject matter hereof and thereof.

                  f. This Agreement shall inure to the benefit of and be binding
upon the permitted successors and assigns of each of the parties hereto.

                  g. The  headings  in this  Agreement  are for  convenience  of
reference only and shall not limit or otherwise affect the meaning hereof.

                  h. This  Agreement may be executed in identical  counterparts,
each of which shall be deemed an original but all of which shall  constitute one
and the same  agreement.  This  Agreement,  once  executed  by a  party,  may be
delivered to the other party hereto by facsimile  transmission of a copy of this
Agreement bearing the signature of the party so delivering this Agreement.

                  i. Each party  shall do and  perform,  or cause to be done and
performed,  all such further acts and things,  and shall execute and deliver all
such other  agreements,  certificates,  instruments and documents,  as the other
party may reasonably request in order to carry out the intent and accomplish the
purposes of this Agreement and the consummation of the transactions contemplated
hereby.

                  j. The language  used in this  Agreement  will be deemed to be
the language  chosen by the parties to express  their mutual intent and no rules
of strict construction will be applied against any party.

                  k. This  Agreement  is intended for the benefit of the parties
hereto and their respective permitted successors and assigns, and is not for the
benefit of, nor may any provision hereof be enforced by, any other Person.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



                                       12
<PAGE>

         IN WITNESS WHEREOF,  the parties have caused this  Registration  Rights
Agreement to be duly executed as of day and year first above written.

                                                COMPANY:
                                                POWER TECHNOLOGY, INC.

                                                By:
                                                    ----------------------------
                                                Name:    Bernard J. Walter
                                                Title:   President


                                                INVESTOR:
                                                CORNELL CAPITAL PARTNERS, LP

                                                By:      Yorkville Advisors, LLC
                                                Its:     General Partner

                                                By:
                                                    ----------------------------
                                                Name:    Mark Angelo
                                                Title:   Portfolio Manager




                                       13
<PAGE>

                                    EXHIBIT A
                         FORM OF NOTICE OF EFFECTIVENESS
                            OF REGISTRATION STATEMENT


[Insert address]

Attention:

        Re: POWER TECHNOLOGY, INC.

Ladies and Gentlemen:

         We are counsel to Power  Technology,  Inc., a Nevada  corporation  (the
"Company"),  and have  represented  the Company in connection  with that certain
Standby  Equity   Distribution   Agreement  (the  "Standby  Equity  Distribution
Agreement")  entered  into  by and  between  the  Company  and  Cornell  Capital
Partners,  LP (the  "Investor")  pursuant  to which  the  Company  issued to the
Investor  shares of its Common  Stock,  $0.001 par value per share (the  "Common
Stock"). Pursuant to the Standby Equity Distribution Agreement, the Company also
has  entered  into a  Registration  Rights  Agreement  with  the  Investor  (the
"Registration  Rights  Agreement")  pursuant to which the Company agreed,  among
other  things,  to  register  the  Registrable  Securities  (as  defined  in the
Registration Rights Agreement) under the Securities Act of 1933, as amended (the
"Securities  Act").  In  connection  with the  Company's  obligations  under the
Registration  Rights  Agreement,  on  ____________  ____,  the  Company  filed a
Registration  Statement  on Form  ________  (File  No.  333-_____________)  (the
"Registration  Statement")  with the  Securities  and Exchange  Commission  (the
"SEC")  relating to the  Registrable  Securities  which names the  Investor as a
selling stockholder thereunder.

         In connection  with the  foregoing,  we advise you that a member of the
SEC's  staff has  advised  us by  telephone  that the SEC has  entered  an order
declaring the  Registration  Statement  effective  under the  Securities  Act at
[ENTER TIME OF EFFECTIVENESS]  on [ENTER DATE OF  EFFECTIVENESS]  and we have no
knowledge,  after  telephonic  inquiry of a member of the SEC's staff,  that any
stop order suspending its  effectiveness has been issued or that any proceedings
for  that  purpose  are  pending  before,  or  threatened  by,  the  SEC and the
Registrable  Securities  are  available  for  resale  under the  Securities  Act
pursuant to the Registration Statement.

                                                     Very truly yours,

                                                     [SECURITIES LAW FIRM]


                                                     By:
                                                        ------------------------
cc:  Cornell Capital Partners, LP