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                                                                   EXHIBIT 10(W)

                           Memorandum of Understanding

This Memorandum of Understanding (MOU), is signed this 29th Day of January, 2002
in Beijing, P.R. China between the following Parties. China Asia-Pacific Mobile
Telecommunications Satellite Company Limited, (SMPT), of Beijing, PR China,
henceforth Party A - China National Petroleum Corporation, CNPC), Pipeline
Welding Technology Centre of the Pipeline Bureau, of Beijing, PR China,
henceforth Party B, and Power Technology Incorproated, (PWTC) of Las Vegas, USA,
henceforth Party C.

OBJECTIVE

To formally establish a tripartite body to Investigate and Develop the Magnetic
Pulse Pipe Joining Technology, (The Technology), currently the Patented property
of Party C, to establish its application and introduction to the Chinese market.
The Parties acknowledge that the prime driving force of their work relates to
the Commercial, rather than the Academic viability of the Technology. It is
further acknowledged by the Parties that time is of the essence to the
achievement of this objective.

PRIMARY HEADINGS

1/   Define Scope and Responsibilities within the Group.
2/   To define the various Experiments and Testing Methods to be employed.
3/   To enter into a direct relationship with the Engineers of Party C.
4/   To conduct a Cost/Benefit Analysis.
5/   To prepare a Feasibility Study relative to the Introduction of the
     Technology to the PR China.
6/   To determine the viability of bringing the Technology to the Chinese market
     and to prepare a Business Plan.

AVAILABILITY OF INFORMATION & CONFIDENTIALITY

It Is acknowledge by the Parties that this Group can only reach a beneficial and
realistic concludion if all information necessary, both Technical, Commercial,
and Financial, is made fully and freely available. For the protection of every
Party it is agreed that a strict and enforceable Confidentiality and
Non-Disclosure Agreement be signed and that Agreement shall become an integral
part of this MOU.

COSTS

Each party shall be responsible for its own costs other than where it may
otherwise agreed from time- to-time under exceptinal circumstances.


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COMPOSITION OF WORKING GROUP

It is agreed that there will be a core 'Executive' Group, it membership being
nominated by each of the Parties. Additionally, each Party shall provide the
Group with additional members from time to time in accordance with the
specialist knowledge required for the Group to achieve its Objective.

CO-ORDINATION

The parties agree that Party A shall be responsible for co-ordination of the
Group and for the timely distribution of Information.

TIME

The Group shall be considered to exist from the time of signing this MOU by the
Parties and it shall endure until such time as it is mutually agreed that it has
achieved its stated objective.

Signed:                               Name                      2002.01.29

for and on behalf of Chia Asia-Pacific Mobile Telecommunications Satellite
Company Limited

Signed:                               Name                      2002.01.29

for and on behalf of China National Petroleum Corporation, Pipeline Welding
Technology Centre

Signed:                               Name                      2002.01.29

for and on behalf of Power Technology Incorporated


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