**EXHIBIT 10.47**

 

**MANAGEMENT AGREEMENT**

 

November18, 2004

 

Boardof Directors

ofPower Efficiency Corporation

3900Paradise Road, Suite 283

LasVegas, NV 89109

 

DearSirs:

 

Thisletter is to establish the management agreement (the “Agreement”) between PowerEfficiency Corporation (“PEC”) and Northwest Power Management, Inc. (“NPM”).NPM is a company wholly owned by me that currently leases the office space at3900 Paradise, Suite 283 in Las Vegas, Nevada and pays for all insurance,telephones, internet access and all other administrative costs associated withthe office. NPM also currently employs and pays all the salaries and benefitsfor BJ Lackland, Brooke Rawlings, and me. As you know, I am currently acting asPEC’s CEO, BJ is acting as PEC’s interim CFO, and Brooke is spending a largepercentage of her time doing bookkeeping and administrative work for PEC.

 

SinceBJ and I were appointed PEC’s CFO and CEO, respectively, over two months ago,Brooke, BJ and I have spent almost all of our business efforts on PEC. I expectthis to remain the case for the foreseeable future.

 

Itherefore propose that PEC pay 80% of the basic administrative costs associatedwith NPM’s office and administrator, Brooke Rawlings. I also propose that PECreimburse NPM $5,000 per month for each of BJ’s and my salaries. This is thesame amount PEC is paying monthly for all of its executives. As itemized on theattached budget, 80% of the administrative costs plus $5,000 per month for eachof BJ and me totals approximately $20,000 per month. I therefore propose PECpay NPM $20,000 each month, plus the reimbursement of any reasonable directexpenses, such as travel and entertainment on behalf of PEC. The payment wouldbe due at the end of each month, starting with November 2004.

 

ThisAgreement shall be cancelable upon 30 days written notice by either PEC or NPM.Since BJ and I both serve as officers and directors of PEC, and togethercurrently comprise 33% of the board, written notice from PEC shall mean aletter notice of cancellation signed by no less than 50% of PEC’s directors.Notice of cancellation from NPM shall be a letter from me to PEC’s board ofdirectors. Furthermore, the amount of the payment to NPM from PEC should bereviewed and adjusted when any of the following events occur:

•                  PEC raises the salaries of any of its seniorexecutives, or

•                  NPM personnel cease fulfillingadministrative, bookkeeping, CFO, or CEO functions for PEC

 

Ifyou agree with the terms of this letter, please sign in the space providedbelow. By signing, you acknowledge that you understand and accept that this isa material contract between two related parties because of the followingrelationships between the companies and individuals involved in and surroundingthis Agreement:

•                  NPM is a corporation wholly owned by me

•                  BJ and I are officers and directors of PECand together currently comprise two of PEC’s six directors. However, BJ and Iwill abstain from voting at board meetings on any matters related to thisAgreement.

•                  Summit Energy Ventures LLC (“Summit”)currently owns approximately 35% of the outstanding stock of PEC and istherefore an affiliate of PEC

•                  I own over 50% of Summit and have effectivevoting control over 100% the PEC shares that Summit owns

 

Thisagreement will take effect only upon approval of a majority of the directorspresent at the PEC board meeting planned for Thursday, November 18, 2004, andthe signing of this Agreement by all of the PEC directors except BJ and me.

 
| Regards,                 |   |                  |               |
|--------------------------|--------|-----------------------|--------------------|
|                     |   |                  |               |
| /s/  Steven Strasser     |   |                  |               |
|                     |   |                  |               |
| Steven  Strasser         |
| President,  NPM          |
|                     |
| Agreed  and accepted by: |
|                     |
| /s/ Nick Anderson        |   | /s/ Raymond Skiptunis |               |
| Nicholas  Anderson       |   |                  | Raymond  Skiptunis |
|                     |   |                  |               |
| /s/ Len Bellezza         |   | /s/ Richard Pulford   |               |
| Leonard  Bellezza        |   |                  | Richard  Pulford   |
|                          |        |                       |                    |  |  |

 

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