Consultancy Agreement



 Exhibit 10.59 
  
 Consultancy Agreement 
  

The following Consultancy Agreement is concluded 
 between 
  
 GAIA 
 Advanced Lithium Battery Systems Europe GmbH 
 Bettinastrasse 30, 60325 Frankfurt am Main 
 represented by the managing director 
  
 hereinafter referred to as – GAIA Europe or Principal - 
  
 and 
  
 InnoventisConsulting GmbH  
 Rossertblick 27, 65817 Eppstein 
  
 hereinafter referred to as - Innoventis or Contractor - 
  
 § 1 
 Subject matter 
  

	1.	Innoventis, represented by Dr. Franz Josef Kruger, represents GAIA Europe as the chief executive officer. The areas of tasks and responsibility are shown in the Rules of Procedure
of GAIA Europe. 

  

	2.	This Consultancy Agreement is effective from April 1st, 2005 and has a fixed term until 31 August 2006. The parties agree to start talks on an extension of the Consultancy Agreement no later than 6 months before the expiry of the agreement. 

  

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 § 2 
 Execution of Order 
  

	1.	The parties proceed on the assumption that the order will be carried out by Mr Dr. Franz Josef Kruger personally. 

  

	2.	This includes the powers and responsibilities as the managing director of GAI A Europe. 

  
 § 3 
 Remuneration 
  

	1.	The Contractor shall charge a monthly fee of € 23,000 (net) for his services in the course of consultancy services. 

  

	2.	A) Any additional accommodation expenses, customary out-of-pocket expenses and travelling expenses shall be borne by the Principal. 

  
 B) The Principal shall provide to the Contractor an upper-class company car,
e.g. Audi A8, for business trips. 
  

	3.	The consulting services shall be billed each month on the 20th of the month. The Contractor will charge the monthly fee plus legal VAT. The invoices are due for payment immediately after issuing the invoice without any deductions. 

  
 § 4 
 Duty of Secrecy and Exclusive Dealing 
  

	1.	The Contractor and any persons possibly assigned by him are obliged to maintain secrecy. This duty of secrecy includes all information on the Principal. The Contractor is obliged to
ensure that third parties do not gain any knowledge of business secrets. 

  

	2.	Confidential information and business secrets are especially information on procedures and business methods of the Principal and his enterprises in technical, commercial and other
respects. 

  

	3.	This duty of secrecy continues to exist even after the end of the contract. 

  

	4.	The Contractor may only hand over written comments of all kinds, in particular reports, recommendations and press releases, which refer to the order and the Principal, after
obtaining the express, written consent from the Principal. 

  

	5.	The Contractor undertakes to refrain from carrying out any activity for third parties which could entail the possibility of a conflict of interests between the Principal and a third
party. 

  

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 § 5 
 Safe Custody and Return of Documents 
  

	1.	The Contractor is obliged to store all the business documents and operational data provided to him in due form and return these to the Principal after the end of the contract.


  

	2.	Insofar as the Contractor processes and stores data on electronic data carriers with the Principal’s written consent in the course of his order, he is obliged to furnish proof
of the erasure thereof or to surrender the data carriers to the Principal at the end of the contract. 

  
 § 6 
 Miscellaneous 
  

	1.	No verbal additional agreements have been made. 

  
 Amendments and supplements to this Agreement must be made in writing to enter into force and effect. 
  

	2.	Should individual provisions of this Agreement be or become invalid in toto or in part, this shall not affect the validity of the remaining provisions. 

  
 By way of interpretation, regulations containing lacunae or invalid
provisions shall be supplemented so that a reasonable provision is found which most closely approximates what the commercial aim of the contracting parties was or would have been if the contracting parties had considered the lacunae or the
invalidity, taking into account the aim of the contract thereby. 
  

	3.	Wiesbaden is the place of jurisdiction and venue. 

  

					
	 Frankfurt am Main,
 June 20st, 2005
	 	 	 	 Eppstein,
 June 20st, 2005

			
	 GAIA Holding B.V.
 Shareholder
	 	 	 	 InnoventisConsulting GmbH

			
	  	 	 	 	  
	Harry H. van Andel	 	 	 	Dr. Franz Josef Kruger,
	Managing Director	 	 	 	Managing Director
			
	 Approval:
	 	 	 	 
	(Signature)	 	 	 	 
	 H.H. van Andel
	 	 	 	 

  

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