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                                                                  EXHIBIT 10(o)

                                CONTRACT OF ENGAGEMENT


September 12, 2000

THIS IS A CONSULTING AGREEMENT (this "Agreement") by and between GDH
Consultants Ltd. (GDH), a British Columbia corporation, and POWER TECHNOLOGY,
INC. (the "Company"), a Nevada corporation, and by which GDH and the Company,
in consideration of the mutual agreements set forth below (the mutually,
adequacy, and sufficiency of which are hereby acknowledged, hereby agree as
follows:

     1.  RETENTION OF GDH AS CONSULTANT.  The Company hereby engages GDH, and
         GDH hereby agrees to provide business acumen in technology transfer
         and technology sales in the Asia Pacific region to the Company.
         Neither GDH nor the Company shall make an commitment, representation,
         or warrant of an kind whatsoever on behalf of the other, nor shall
         any party have an right or authority to sign for, bind, or commit the
         other to an obligation or undertaking in connection with an
         transaction contemplated herein, or otherwise, without the written
         consent of the other.

     2.  GDH through its own abilities and affiliated operatives, shall seek
         to provide sales and funding relationships (cash, debt or equity) for
         Power Technology Inc.

     3.  SERVICES AND COMPENSATION.  The Company agrees to the following for
         schedule:

         a.   100,000 options @ 1.00 B exercise price release date September 12,
              2000.

         b.   The company agrees to reimburse GDH for all expenses incurred on
              its behalf, all expense will be pre-authorized in the form of an
              authorization for expenditure.

         c.   Upon the successful receipt of funds brought to the company
              through GDH, a commission payment of 10% (ten percent) on gross
              funds raised under $1 million and a Lehman formula commission
              on gross funds over $1 million (5, 4, 3, 2, 1%) will be payable.
              This is applicable to all transactions brought to the company
              by GDH unless other specified by the parties in writing.

         d.   Payment must be made to GDH within 15 days of receipt of funds
              to the company.

     4.  TRADE SECRETS: CONFIDENTIAL INFORMATION.  The parties agree that:

         a.   all of the trade secrets of each party (which include, but are
              not limited to, technical or non-technical data, a formula, a
              pattern, a compilation, a program, a device, a method, a
              technique, a drawing, a process, financial data, financial plans,
              product plans, or a list of actual or potential customers or
              services, whether currently existing or otherwise developed
              during the term of this Agreement, that derives economic value,
              actual or potential, from not being readily ascertainable by
              proper means by other persons who can obtain economic value from
              its disclosure or use and is the subject of efforts which are
              reasonable under the circumstances to maintain its secrecy and an
              other information or materials that is a trade secret; and

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         b.   all of the confidential information of each party (which includes
              any data or information of either party other than trade secrets,
              whether currently existing or otherwise developed or acquired by
              either party during the term of this Agreement, which is
              competitively sensitive and not generally known to the public);
              that either has been provided, or will be provided, to the other
              or that has been obtained, or will be obtained, by either party
              in connection with this Agreement (such trade secrets and
              confidential information being referred to collectively as the
              "Information") is proprietary Information of the disclosing party
              and is sole, exclusive and valuable property of the disclosing
              party (and the recipient party acknowledges and agrees that he
              has, and will acquire, not right, title or interest in such party.

     5.  LIMITATION ON LIABILITY.  Notwithstanding anything to the contrary
         in this Agreement, either parties liability to the Company for any
         loss or damage arising out of either parties performance or
         nonperformance of the Services shall be limited to loss or damage
         directly resulting from willful misconduct or gross negligence of
         either parties or its agents.  It is expressly agreed that in no
         event shall GDH's liability to the Company ever exceed the fees paid
         to GDH by the Company for the Services set forth in Section 2.
         NEITHER GDH NOR ITS OFFICERS, DIRECTORS, SHAREHOLDERS OR AGENTS
         SHALL BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL
         DAMAGES OR LOSS OF REVENUES SUFFERED BY THE COMPANY OR FOR ANY
         CLAIM, DEMAND OR ACTION AGAINST THE COMPANY OR ANY OF ITS
         REPRESENTATIVES BY ANY THIRD PARTY ARISING OUT OF OR IN CONNECTION
         WITH THIS AGREEMENT.

     6.  INDEMNIFICATION.  The Company shall be solely responsible for, and
         hold harmless and indemnify GDH (including its successors, officers,
         directors, shareholders, employees, agents and representatives) from
         and against, all losses, claims, damages, liabilities, and expenses
         (including any and all reasonable expenses and attorneys fees incurred
         in investigating, preparing or defending against an litigation or
         proceeding, commenced or threatened, or an claim whatsoever whether
         or not resulting in an liability) in connection with GDH's provision
         of the Services to the Company, unless such loss, claim, damage,
         liability or expense results from the willful misconduct or gross
         negligence of GDH or its employees or agents.

     7.  MISCELLANEOUS.

         a.   Notices.  Each notice under this Agreement shall be in writing
              and given either in person or by facsimile, overnight delivery
              service or first class mail, postage and any other costs prepaid,
              to the address of the party being given notice set forth below
              his or its signature or to such other address as a party may
              furnish to the other as provided in this sentence; and if such
              notice is given pursuant to the foregoing of a permitted successor
              or assign, then notice shall thereafter be given pursuant to the
              foregoing also to such permitted successor or assign.

         b.   Assignment.  Successors in Interest.  No assignment, transfer or
              delegation of an rights or obligations under this Agreement by a
              party shall be made without the prior written consent of the
              other party.  This Agreement is binding upon the parties and their
              respective successors and assigns, and inures to the benefit of
              the parties and their respective permitted successors and assigns.
              References to a party are also references to an successor or
              assign of such party.

         c.   Certain Definition.  Whenever the context requires, the singular
              includes the plural, the plural

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              includes the singular, and the gender of an pronoun includes
              the other genders.  Titles and captions of or in this Agreement
              are inserted only as a matter of convenience and for reference
              and in no way affect the scope of this Agreement or the intent
              of its provisions.  The parties agree: (1) that "this Agreement"
              includes an amendments or other modifications and supplements,
              and all exhibits, schedules and an other attachments, to it;
              (ii) that "parties to this Agreement" and variations of that
              phrase includes all persons who have executed and delivered
              this Agreement and, in the event of a successor or assign to a
              person who has executed and delivered this Agreement, such
              successor or assign; and (iii) that "including" and other words
              or phrases of inclusion, if any, shall not be construed as terms
              of limitation, so that references to "include" matters shall be
              regarded as non-exclusive, non-characterizing illustrations.

         d.   Severability.  An determination by an court of competent
              jurisdiction that an provision of this Agreement is invalid
              shall not affect the validity of an other provision of this
              Agreement, which shall remain in full force and effect and
              which shall be construed as to be valid under applicable law.

         e.   Integration.  Amendment; Waiver.  This Agreement (i) constitutes
              the entire agreement of the parties with respect to its subject
              matter, (ii) supersedes all prior agreements, if any, of the
              parties with resect to its subject matter, and (ii) may not be
              amended except in writing signed by the party against whom the
              change is being asserted.  The failure of any party at any time
              or times to require the performance of an provision of this
              Agreement shall in no manner affect the right to enforce the
              same; and no waiver by any party of any provision (or of a breach
              of any provision) of this Agreement, whether by conduct or
              otherwise, in any one or more instances, shall be deemed or
              construed either as a further or continuing waiver of any such
              provision or breach or as a waiver of any other provision (or of
              a breach of any other provision) of this Agreement.

         f.   Controlling Law.  This Agreement is governed by, and shall be
              construed and enforced in accordance with the laws of the
              Province of British Columbia.

         DULY EXECUTED and delivered by the parties hereto on September 12,
2000.

POWER TECHNOLOGY, INC.                       GDH Consultants Ltd.

By:  /s/ Lee Balak                           By: /s/ Jeff Howse
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Name:    Lee Balak                           Name:   Jeff Howse
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Title:   President                           Title:  President
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