Exhibit 10.6


                              TERMINATION AGREEMENT

         THIS TERMINATION  AGREEMENT (the  "Agreement") is made and entered into
effective as of May ___,  2005,  by and among POWER  TECHNOLOGY,  INC., a Nevada
corporation (the "Company"),  CORNELL CAPITAL  PARTNERS,  LP, a Delaware limited
partnership  (the  "Investor"),   and  NEWBRIDGE  SECURITIES   CORPORATION  (the
"Placement Agent").

                                    Recitals:

         WHEREAS,  the Company and the Investor  entered  into a Standby  Equity
Distribution  Agreement  (the "Standby  Equity  Distribution");  a  Registration
Rights Agreement (the "Registration Rights Agreement"); an Escrow Agreement (the
"Escrow  Agreement");  and the Company,  the Investor,  and the Placement  Agent
entered into a Placement Agent Agreement (the "Placement Agent Agreement"),  all
of  which  are  dated  August  27,  2004   (collectively,   the  Standby  Equity
Distribution  Agreement,  the  Registration  Rights  Agreement,  and the  Escrow
Agreement, and the Placement Agent Agreement are referred to as the "Transaction
Documents."

         NOW, THEREFORE, in consideration of the mutual promises, conditions and
covenants  contained herein and in the Transaction  Documents and other good and
valuable  consideration,  receipt of which is hereby  acknowledged,  the parties
hereto agree as follows:

         1.       Termination.  The Company and the Investor,  and the Placement
                  Agent with respect to the Placement  Agent  Agreement,  hereby
                  agree  to  terminate   the   Transaction   Documents  and  the
                  respective  rights and  obligations  contained  therein.  As a
                  result of this  provision,  none of the parties shall have any
                  rights or obligations under or with respect to the Transaction
                  Documents.

         2.       Structuring  Fees. The Investor shall retain all fees received
                  from the  Company  pursuant  to  Section  12.4 of the  Standby
                  Equity Distribution  Agreement and shall apply the same to any
                  future financing provided to the Company.

         3.       Placement  Agent Fees. The Placement Agent did not receive any
                  fees  received  from the Company  pursuant to Section 2 of the
                  Placement Agent Agreement.


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         IN  WITNESS  WHEREOF,  the  parties  have  signed  and  delivered  this
Termination Agreement on the date first set forth above.


POWER TECHNOLOGY, INC.                            CORNELL CAPITAL PARTNERS, LP

By:                                               By: Yorkville Advisors, LLC
   --------------------------                     Its: General Partner
Name: Bernard J. Walter
Title: President
                                                  By:
                                                      ------------------------
                                                  Name:   Mark A. Angelo
                                                  Title:  Portfolio Manager

With respect to the Placement Agent
Agreement:
PLACEMENT AGENT:
NEWBRIDGE SECURITIES CORPORATION


By:
    --------------------------
Name:  Guy S. Amico
Title: President