Exhibit 10.11 Common Stock Warrant Pai International Trading @$1.38


    
      

    


     

    COMMON
      STOCK WARRANT

     

     

    Electric
      & Gas Technology, Inc.

     

     

    NEITHER
      THIS WARRANT NOR THE SHARES OF STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT").
      NO
      SALE, TRANSFER OR OTHER DISPOSITION OF THIS WARRANT OR SAID SHARES MAY BE
      EFFECTED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO,
      (ii) AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO THE
      COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR
      (iii) RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE
      COMMISSION TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED. THE
      WARRANT EVIDENCED HEREBY IS NON-TRANSFERABLE 

     

     

    Serial
      00465

     

     

    Right
      to
      Purchase 13,125

     

     

    Shares
      of
      Common Stock

     

     

    Electric
      & Gas Technology, Inc., a Texas corporation (the "Company")
      hereby
      certified that, for value received, Pai International Trading. (the “Holder”),
      is
      entitled, on the terms set forth below, to purchase from the Company at any
      time
      during the period commencing on March 2, 2006 (the "Exercisability
      Date")
      and,
      subject to the provisions of Section 1 below, ending at 5:00 p.m.,
      Central Standard time, on December 30, 2008, Thirteen Thousand One Hundred
      Twenty Five (13,125) fully paid and nonassessable shares of the common stock,
      par value $0.01 per share (the "Warrant
      Shares"),
      of
      the Company, at a price of $1.38 per share, subject to adjustments as provided
      below (the "Purchase
      Price").
      As
      used herein, the term "Stock"
      shall
      mean the Company's presently authorized common stock or any stock into or for
      which such common stock may hereafter be converted or exchanged prior to or
      concurrent with the exercise of this Warrant. 

     

    1.
      

    Expiration.
      This
      Warrant shall expire at 5:00 p.m., Central Standard time, on December
      30, 2008. 

     

    2.
      

    Exercise
      of Warrant.
      

    (a)
      

    Exercisability
      of the Warrant.
      This
      Warrant will become exercisable on the Exercisability Date. 

     

    (b)
      

    Full
      Exercise.
      This
      Warrant may be exercised by the Holder at any time during the period commencing
      on the Exercisability Date and ending upon its expiration for the full number
      of
      Warrant Shares by surrendering this Warrant and the Notice of Exercise attached
      hereto as Exhibit A
      properly
      endorsed to the Company's principal office, accompanied by payment in cash,
      by
      check or by wire transfer in an amount equal to the product of the Purchase
      Price and the number of Warrant Shares indicated on the face of this Warrant.
      

     

    (c)
      

    Taxes.
      The
      Company will not be required to pay any tax imposed in connection with any
      transfer involved in the issuance of a Warrant or a certificate for shares
      of
      Stock in any name other than that of the original holder hereof, and in such
      case, the Company will not be required to issue or deliver any stock certificate
      or warrant until such tax is paid. 

    


    3.
      

    Representations
      and Covenants of the Holder.
      This
      Warrant has been issued by the Company in reliance upon the following
      representations and covenants of the Holder: 

    


    (a)
      

    Investment
      Purpose.
      The
      Stock issuable upon exercise of the Holder's rights contained herein will be
      acquired for investment and not with a view to the sale or distribution of
      any
      part thereof, and the holder has no present intention of selling or engaging
      in
      any public distribution of the same except pursuant to a registration or
      exemption. 

     

    (b)
      

    Private
      Issue.
      The
      Holder understands (i) that the Stock issuable upon exercise of this
      Warrant is not registered under the Act or qualified under applicable state
      securities laws on the ground that the issuance contemplated by this Warrant
      will be exempt from the registration and qualifications requirements thereof,
      and (ii) that the Company's reliance on such exemption is predicated on the
      representations set forth in this Section 3. 

     

    (c)
      

    Disposition
      of Holder's Rights. This
      Warrant and all rights hereunder are non-transferable. 

     

    The
      Stock
      issuable upon exercise of this Warrant is non-transferable, except in accordance
      with the terms of this provision. Notwithstanding the foregoing, the
      restrictions imposed upon the transferability of shares of the Stock shall
      terminate as to any particular share of Stock when (1) the transfer of such
      security shall have been effectively registered under the Act and transferred
      by
      the Holder thereof in accordance with such registration, or (2) such
      security shall have been sold without registration in compliance with
      Rule 144 under the Act or (3) a letter shall have been issued to the
      Holder at its request by the staff of the Securities and Exchange Commission
      or
      a ruling shall have been issued to the Holder at its request by such Commission
      stating that no action shall be recommended by such staff or taken by such
      Commission, as the case may be, if such security is transferred without
      registration under the Act in accordance with the conditions set forth in such
      letter or ruling and such letter or ruling specifies that no subsequent
      restrictions on transfer are required. Whenever the Stock issuable upon exercise
      of this Warrant may be sold pursuant to Rule 144(k), the restrictions
      imposed herein shall terminate, the Holder or holder of a share of Stock issued
      upon exercise of this Warrant as to which such restrictions have terminated
      shall be entitled to receive from the Company, without expense to such holder,
      one or more new certificates for the Warrant or for such shares of Stock not
      bearing any restrictive legend. 

     

    (d)
      

    Financial
      Risk.
      The
      Holder has such knowledge and experience in financial and business matters
      as to
      be capable of evaluating the merits and risks of its investment, and has the
      ability to bear the economic risks of its investment. 

     

    (e)
      

    Risk
      of No Registration.
      The
      Holder understands that if a registration statement covering the transfer of
      the
      Stock under the Act is not in effect when it desires to sell the Stock issuable
      upon exercise of this Warrant, it may be required to hold such securities for
      an
      indefinite period. The Holder also understands that any sale of Stock issuable
      upon exercise of this Warrant which might be made by it in reliance upon
      Rule 144 under the Act may be made only in accordance with the terms and
      conditions of that Rule. 

     

    4.
      

    Delivery
      of Stock Certificates on Exercise.
      Promptly
      after the exercise of this Warrant and the payment of the Purchase Price
      pursuant to Section 2(b) or after the net exercise of this Warrant
      pursuant to Section 2(c), the Company will issue to the Holder or upon the
      order of the Holder hereof, a certificate or certificates for the number of
      whole shares of Stock to which the Holder is entitled; provided, however, that
      (i) the Holder shall have furnished to the Company at the time of such
      exercise a signed Investment Representation Statement substantially in the
      form
      attached hereto as Exhibit B
      and
      (ii) the Company will place on each certificate the following legend:


     

    "THE
      SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT
      BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT").
      THESE
      SECURITIES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH
      REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE ACT. 

     

     

    Furthermore,
      the Company will place on each certificate any legend required by any applicable
      state blue sky law. 

     

    5.
      

    Adjustment
      for Dividends in Other Stock or Property;
      Reclassifications.
      The
      Purchase Price and the number and type of Warrant Shares and/or other property
      issuable upon exercise of this Warrant shall be appropriately and
      proportionately adjusted to reflect any stock dividend, stock split, combination
      of shares, reclassification, recapitalization, any corporate reorganization
      other than as provided in Section 1 hereof or other similar event affecting
      the number or character of outstanding Warrant Shares, so that the number and
      type of securities and/or other property issuable upon exercise of this Warrant
      shall be equal to that which would have been issuable with respect to the number
      of Warrant Shares subject hereto at the time of such event, had such Warrant
      Shares then been outstanding. 

     

    6.
      

    Certificate
      as to Adjustments.
      In each
      case of an adjustment in the Purchase Price or in the shares of Stock or other
      stock, securities or property receivable on the exercise of the Warrant, the
      Company, at its expense, will compute such adjustment in accordance with the
      terms of the Warrant and prepare a certificate setting forth such adjustment
      and
      showing in detail the facts upon which the adjustment is based. The Company
      will
      mail a copy of each such certificate to the Holder of the Warrant outstanding
      at
      that time. 

     

    7.
      

    Notices
      of Record Date.
      In case
      (i) the Company takes a record of the holders of its Stock (or other stock
      or securities at the time receivable upon the exercise of the Warrant) for
      the
      purpose of entitling them to receive any dividend or other distribution, or
      any
      right to subscribe for any purchase any shares of stock of any class or any
      other securities; or (ii) of any capital reorganization of the Company, any
      reclassification of the common stock of the Company, any consolidation or merger
      of the Company with or into another corporation, including, without limitation,
      any Merger or Consolidation, or any conveyance of all or substantially all
      of
      the assets of the Company to another corporation; or (iii) of any voluntary
      dissolution,, liquidation or winding-up on the Company; then, in each such
      case.
      The Company will mail or cause to be mailed to each Holder of a Warrant at
      the
      time outstanding a notice specifying, as the case may be, (a) the date on
      which a record is to be taken for the purpose of such dividend, distribution
      or
      right, and stating the amount and character of such dividend, distribution
      or
      right, or (b) the date on which such reorganization, reclassification,
      consolidation, merger, conveyance, dissolution, liquidation or winding-up is
      to
      take place, and time, if any is to be fixed as of which the holders of record
      of
      Stock (or such other stock or securities at the time receivable upon the
      exercise of the Warrant) will be entitled to exchange their shares of Stock
      (or
      such other stock or securities) for securities or other property deliverable
      upon such reorganization, reclassification, consolidation, merger, conveyance,
      dissolution, liquidation or winding-up, and in the case of a reorganization,
      consolidation, merger or conveyance, the fair market value of such securities
      or
      other property as determined by the Board of Directors of the Company. Such
      notice shall be mailed at least ten (10) days prior to the date specified
      therein; provided, however, that in the event of a Merger or Consolidation
      the
      Company shall use its best efforts to provide such notice in accordance with
      Section 11 below at least twenty-one (21) days prior to the closing
      date of such Merger or Consolidation and, in any event, shall provide such
      notice in accordance with Section 11 below at least fifteen (15) days
      prior to such closing date. 

     

    8.
      

    Reservation
      of Stock Issuable on Exercise of Warrant.
      The
      Company will at all times reserve and keep available, solely for issuance and
      delivery upon the exercise of this Warrant, all such shares of Stock and other
      stock, or such other stock, securities and property as from time to time are
      receivable upon the exercise of the Warrant. 

    9.
      

    Replacement
      of Warrant.
      Upon
      receipt of evidence reasonably satisfactory to the Company of the loss, theft,
      destruction or mutilation of this Warrant and (in the case of loss, theft or
      destruction) upon delivery of an indemnity agreement in such reasonable amount
      as the Company may determine, or (in the case of mutilation) upon surrender
      and
      cancellation thereof, the Company at its expense, will issue a replacement
      warrant in substantially identical form to this Warrant. 

     

    10.
      

    Notices.
      Any
      notices, demand, offer, request or other communication required or permitted
      to
      be given by either the Company or a Holder (collectively, a "Notice")
      pursuant to the terms of this Agreement, if delivered to the Holder, shall
      be
      sent to the following address: 

    


    
      	 	
               

            	
               

            
	 	
               

               

            	
               

               

            
	
              Fax
                No. 

            	
               

            	
               

            
	
              With
                a copy to:

            	
               

            	
               

            
	 	
               

            	
               

            
	 	
               

               

            	
               

               

            
	
              Fax
                No. 

            	
               

            	
               

            


    

     

    or
      at
      such other addressed provided to the Company or such other address as a party
      may request by notifying the other in writing. 

     

    (a)
      

    Any
      notice shall be delivered in writing. Any such Notice shall be deemed
      effectively given the earlier of (i) when received, (ii) when
      delivered personally, (iii) one (1) business day after being delivered
      by facsimile (with receipt of appropriate confirmation), (iv) one
      (1) business day after being deposited with an overnight courier service
      and (v) four (4) days after being deposited in the U.S. mail, First
      Class with postage prepaid. 

     

    11.
      

    Change;
      Waiver.
      Neither
      this warrant nor any term hereof may be changed, waived, discharged or
      terminated orally, but only by an instrument in writing signed by the party
      against which enforcement of the change, waiver, discharge or termination is
      sought. 

     

    12.
      

    No
      Fractional Shares or Script.
      No
      fractional shares or script representing fractional shares shall be issued
      upon
      the exercise of this Warrant, but in lieu of such fractional shares the Company
      shall make cash payment therefore upon the basis of the Purchase Price then
      in
      effect. 

     

    13.
      

    No
      Rights as Stockholder.
      This
      Warrant does not entitle the Holder to any voting rights or other rights as
      a
      stockholder of the Company prior to the exercise of this Warrant. 

     

    14.
      

    Headings.
      The
      headings in this Warrant are for purposes of reference only and shall not be
      deemed to constitute a part hereof. 

     

    15.
      

    Counterparts.
      This
      Warrant may be executed in two or more counterparts, each of which shall be
      deemed an original and all of which together shall constitute one instrument.
      

     

    16.
      

    Governing
      Law.
      This
      Warrant is delivered in the State of Texas and shall be construed in accordance
      with and governed by the laws of such state. 

     

    17.
      

    Confidentiality;
      No Public Disclosure.
      The
      terms and conditions of this Warrant are confidential. Neither party shall
      make
      any public disclosure concerning the terms and conditions of this Warrant
      without the prior written consent of the other party, except as required by
      the
      rules and regulations of the securities and Exchange Commission, the Nasdaq
      National Market or any other applicable stock exchanges. 

    


    
      	
              Dated:
                March 2, 2006

            	
               

            	
              Electric
                & Gas Technology, Inc..

            
	
               

               

            	
               

               

            	
               

               

               

              Signature
                of Authorized Signatory

            
	
               

               

            	
               

               

            	
               

              George
                M. Johnston, CFO 

               

              Print
                Name and Title

            
	
               

              Agreed
                and Accepted:

            	
               

               

            	
               

              Pai
                International Trading.

            
	
               

               

            	
               

               

            	
               

               

               

              Signature
                of Authorized Signatory

            
	
               

               

            	
               

               

            	
               

               

               

              Print
                Name and Title

            


    

     

    


     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

    EXHIBIT
      A 

     

     

    Serial
      00465

     

     

    NOTICE
      OF EXERCISE 

     

     

    TO:
      Electric & Gas Technology, Inc. 

     

     

            1.     The
      undersigned hereby elects to purchase 13,125 shares of Common Stock of Electric
      & Gas Technology, Inc. pursuant to the terms of the attached Warrant.


     

     

            2.     Exercise
      (Please initial the blank): 

     

    
      	 	
               

            	
              The
                undersigned elects to exercise the attached Warrant by means of a
                cash
                payment, and tenders herewith payment in full for the purchase price
                of
                the shares being purchased, together with all applicable transfer
                taxes,
                if any.

            


    

    3.
      

    Please
      issue a certificate, or certificates representing said shares of stock, in
      the
      name of the undersigned or in such other name as are specified below


    


    
      	
               

            	
               

            	
               

              (Name)

            	
               

            	
               

            
	
               

            	
               

            	 	
               

            	
               

            
	
               

            	
               

            	
               

              (Address)

            	
               

            	
               

            


    

    4.
      

    The
      undersigned represents that the aforesaid shares of stock are being acquired
      for
      the account of the undersigned for investment and not with a view to, or for
      resale in connection with, the distribution thereof and that the undersigned
      has
      no present intention of distributing or reselling such shares. In support
      thereof, the undersigned has executed an Investment Representation Statement
      attached hereto as Exhibit B.
      

    
      	
               

               

            	
               

               

            	
               

               

              Name
                of Warrantholder

            
	
               

               

            	
               

               

            	
               

               

              Signature
                of Authorized Signatory

            
	
               

               

            	
               

               

            	
               

               

              Print
                Name and Title