Exhibit
      10.44




TAX
      ALLOCATION AGREEMENT




THIS
      AGREEMENT is entered into as March 1, 2006, by and between Ener1 Group, Inc.,
      a
      Florida corporation (“E1G”) and Ener1, Inc. and its subsidiaries (“Ener1”), a
      Florida corporation.




WITNESSETH:




WHEREAS,
      E1G is the common parent corporation of an affiliated group of corporations
      (the
“E1G Affiliated Group”) within the meaning of section 1504(a) of the Internal
      Revenue Code of 1986, as amended (the “Code”), and Ener1 is a corporation more
      than 80% owned by E1G and therefore a member of the E1G Affiliated Group;
      and




WHEREAS,
      E1G and Ener1 deem it appropriate to define the method by which the federal
      income tax, including for all purposes of this Agreement, the alternative
      minimum tax, and certain state and local tax liabilities of the E1G Affiliated
      Group shall be allocated between the parties and the manner in which such
      allocated liability shall be paid.




NOW,
      THEREFORE, in consideration of the premises and of the mutual premises and
      covenants hereinafter set forth, the parties hereto agree as
      follows:




1. Definitions.
      The following
      terms as used in this Agreement shall have the meanings set forth
      below:




(a)  “Additional
      Amount” shall mean the amount determined under Section 3 hereof.




(b)  “Consolidated
      Return” shall mean a consolidated federal income tax return filed pursuant to
      section 1501 of the Code.




(c)  “Consolidated
      Tax Liability” shall mean the consolidated federal income tax liability,
      including for all purposes of this Agreement, alternative minimum tax liability,
      of the E1G Affiliated Group for any taxable year for which the E1G Affiliated
      Group files a Consolidated Return.




(d)  “IRS”
      shall mean the Internal Revenue Service.




(e)  “Member”
      shall mean each includible member of the E1G Affiliated Group.




(f)  “E1G
      Affiliated Group” shall mean the affiliated group of corporations within the
      meaning of section 1504(a) of the Code of which E1G is the common
      parent.




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(g)  “Regulations”
      shall mean the Treasury regulations as in effect from time to time.




(h)  “Separate
      Return Tax Liability” shall mean the federal income tax liability, including for
      all purposes of this Agreement, alternative minimum tax liability, of a Member
      computed as if it had filed a separate federal income tax return for the
      applicable taxable year with the modifications set forth in section
      1.1552-1(a)(2)(ii) of the Regulations.




(i)  “Separate
      Tax Liability” shall mean the amount owed by a Member under Section 2(a)
      hereof.




(j)  “Tax
      Sharing Receivable” shall mean the amount owned to a Member pursuant to Section
      2(a) hereof.




2.  Separate
      Tax Liability.




(a)  If
      a
      Consolidated Return is filed by the E1G Affiliated Group for any taxable year,
      the Separate Tax Liability of each Member for such taxable year shall, if a
      positive number, be the sum of (i) the amount determined for such Member
      pursuant to paragraph (b) hereof, plus or minus, as the case may be, (ii) any
      increase or reduction in the Member's tentative Separate Tax Liability required
      by paragraph (c) hereof. To the extent an allocation to a Member under clause
      (ii) of paragraph (c) hereof reduces a Member's tentative Separate Tax Liability
      to an amount less than zero, such negative amount shall be referred to herein
      as
      a “Tax Sharing Receivable.”




(b)  Each
      Member's tentative Separate Tax Liability shall be an amount equal to that
      portion of the Consolidated Tax Liability for such taxable year that the
      Member's Separate Return Tax Liability for such taxable year bears to the sum
      of
      the Separate Return Tax Liabilities of all Members for such taxable year;
      provided, however, that such amount shall not exceed the Consolidated Tax
      Liability for such taxable year.




(c)  Adjustments
      for Additional Amount. If an Additional Amount is determined with respect to
      a
      Member for a Consolidated Return taxable year, then (i) the tentative Separate
      Tax Liability of that Member, as determined pursuant to paragraph (b), shall
      be
      increased by such Additional Amount; and (ii) the Separate Tax Liability of
      each
      of those Members whose tax attributes are absorbed shall be reduced by a pro
      rata portion of the Additional Amount allocated to such Member, which allocation
      shall be made in a manner that reasonably reflects the absorption of the tax
      attributes. This paragraph (c) and Section 3 hereof are intended to allocate
      Additional Amounts of Separate Return Tax Liability in accordance with the
      percentage method of Reg. (S)1.1502-33(d)(3) (using 100% for each Member) and
      shall be interpreted to comply in all material respects with that
      method.




3.  Additional
      Amount. An “Additional Amount” exists with respect to a Member if, for any
      Consolidated Return taxable year, that Member's Separate Return Tax Liability
      exceeds the tentative Separate Tax Liability of that Member determined pursuant
      to Section 2(b).




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4.  Payments.
      For each taxable year with respect to which E1G files, or it is reasonably
      anticipated that E1G will file, a Consolidated Return which includes Ener1,
      payment of the Separate Tax Liability or Tax Sharing Receivable with respect
      to
      such taxable year shall be made as follows:




(a)  On
      or
      before the 15th day of the fourth month of such taxable year, E1G shall estimate
      the Separate Tax Liability or Tax Sharing Receivable of each Member for such
      taxable year.




(b)  Ener1
      shall pay to E1G or E1G shall pay to Ener1, as the case may be, on or before
      each of the due dates for E1G to make payment of estimates of its federal income
      taxes for such taxable year one-fourth of the amount estimated pursuant to
      paragraph (a) above (the “Estimated Amount”). If, after paying any such
      installment of the Estimated Amount, E1G and Ener1 make a new estimate, the
      amount of each remaining installment (if any) shall be the amount which would
      have been payable if the new estimate had been made when the first estimate
      for
      the taxable year was made, increased or decreased as applicable, by the amount
      computed by dividing: (i) the difference between (A) the amount of the Estimated
      Amount required to be paid before the date on which the new estimate is made,
      and (B) the amount of the Estimated Amount which would have been required to
      be
      paid before such date if the new estimated had been made when the first estimate
      was made, by (ii) the number of installments remaining to be paid on or after
      the date on which the new estimate is made.




(c)  If,
      after
      the end of each such taxable year with respect to which E1G filed, or reasonably
      anticipates that it will file, a Consolidated Return which includes Ener1,
      it is
      determined that the actual Separate Tax Liability for such taxable period
      exceeds the aggregate amount paid pursuant to the subparagraph (b) above with
      respect to such taxable period, then such excess shall be paid on or before
      the
      later of (i) the 15th day of the third month after the end of such taxable
      period, and (ii) the date on which such excess is finally determined, which
      shall be not later than sixty (60) days after the Consolidated Return for such
      taxable period is filed.




(d)  If,
      after
      the end of each such taxable year with respect to which E1G filed, or reasonably
      anticipates that it will file, a Consolidated Return which includes Ener1,
      it is
      determined that the amount paid pursuant to subparagraph (b) above with respect
      to such taxable period exceeds the actual Separate Tax Liability or Tax Sharing
      Receivable for such taxable period, then such excess shall be paid on or before
      the later of (i) the 15th day of the third month after the end of such taxable
      period and (ii) the date on which such excess is finally determined, which
      shall
      be not later than sixty (60) after the Consolidated Return for such taxable
      period is filed.




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5.  Carrybacks.
      The provisions of this Section 5 shall be interpreted in a manner that does
      not
      result in the duplication of any computations required by any other provision
      of
      this Agreement or in the duplication of any tax sharing payment required to
      be
      made pursuant to any other provision of this Agreement.




(a)  If
      the
      E1G Affiliated Group has a consolidated unused investment credit, a consolidated
      unused foreign tax credit, a consolidated excess charitable contribution, a
      consolidated net capital loss or a consolidated net operating loss, as such
      terms are defined in the Regulations (a “Consolidated Excess Amount”) for any
      taxable year, the portion of such Consolidated Excess Amount which is
      attributable to a Member (the “Separate Excess Amount”) shall be computed in
      accordance with the Consolidated Return Regulations.




(b)  If
      such
      Consolidated Excess Amount is carried back to a prior taxable year of the E1G
      Affiliated Group during which Ener1 was a Member or was not in existence, then
      the amounts due under this Agreement for such prior taxable year shall be
      redetermined by taking into account such Consolidated Excess Amount and any
      Separate Excess Amount allocable to such taxable year.




(c)  Payment
      of any amount due under this Section 5 shall be made on the date that a credit
      or refund is allowed with respect to the taxable year to which such payment
      related and shall include any interest attributable thereto under section 6611
      of the Code.




6.
      Subsequent Adjustments. If any adjustments (other than adjustments made pursuant
      to Section 5 hereof) are made to the income, gains, losses, deductions or
      credits of the E1G Affiliated Group for a taxable year during which Ener1 is
      a
      Member, whether by reason of the filing of an amended return or a claim for
      refund which respect to such taxable year or an audit with respect to such
      taxable year by the IRS, the amounts due under this Agreement for such taxable
      year shall be redetermined by taking into account such adjustments. If, as
      a
      result of such redetermination, any amounts due under this Agreement shall
      differ from the amounts previously paid, then payment of such difference shall
      be made (a) in the case of an adjustment resulting in a credit or refund, on
      the
      date on which such credit or refund is allowed with respect to such adjustment,
      or (b) in the case of an adjustment resulting in the assertion of a deficiency,
      on the date on which such deficiency is paid. Any amounts due under this Section
      6 shall include any interest attributable thereto under section 6601 or 6611
      of
      the Code, as the case may be, and any penalties or additional amounts which
      may
      be imposed.




7.  Foreign
      Tax and State and Local Tax




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(a)  Ener1
      agrees, on the request of E1G, to join with E1G, or any direct or indirect
      subsidiary of E1G, (i) in any combined or consolidated foreign tax return
      (“Foreign Combined Return”) for any taxable year for which E1G or any such
      direct or indirect subsidiary of E1G files a Foreign Combined Return that may
      include Ener1, and (ii) in any combined or consolidated state or local income
      or
      franchise tax return (“State/Local Combined Return”) for any taxable year for
      which E1G or any such direct or indirect subsidiary of E1G files a State/Local
      Combined Return that may include Ener1.




(b)  If,
      at
      any time from and after the date of this Agreement, Ener1 is included in any
      Foreign Combined Return or State/Local Combined Return that includes E1G or
      any
      direct or indirect subsidiary of E1G, this Agreement shall be applied in a
      like
      manner to all matters relating to such foreign taxes or state or local income
      or
      franchise taxes.




8.  Determinations.
      All determinations required hereunder shall be made by the independent public
      accountants regularly employed by the E1G Affiliated Group at the time that
      such
      determination is required to be made or by such other independent tax advisor
      as
      may be selected by E1G, in the exercise of its absolute discretion. Such
      determinations shall be binding and conclusive upon the parties for purposes
      hereof.




9.  Procedural
      Matters. E1G shall prepare and file the Consolidated Return and other returns,
      documents or statements required to be filed with the IRS with respect to the
      determination of federal income tax liability of the E1G Affiliated Group.
      In
      its sole discretion, E1G shall have the right with respect to any Consolidated
      Returns which it has filed or will file, (i) to determine the manner in which
      such returns, documents or statement shall be prepared and filed, including,
      without limitation, the manner in which any item of income, gain, loss,
      deduction or credit shall be reported, the elections that will be made by any
      Member, (ii) to contest, compromise or settle any adjustment or deficiency
      proposed, asserted or assessed as a result of any audit or such returns by
      the
      IRS, (iii) to file, prosecute, compromise or settle any claim for refund and
      (iv) to determine whether any refunds, to which the E1G Affiliate Group may
      be
      entitled, shall be paid by way of refund or credited against the tax liability
      of the E1G Affiliated Group. Ener1 hereby irrevocably appoints E1G as its agent
      and attorney-in-fact to take such actions (including the execution of documents)
      as E1G may deem appropriate to effect the foregoing.




10.  Earnings
      and Profits Determinations. For purposes of determining the manner in which
      taxes are shared in calculating each Member's earnings and profits, E1G shall
      be
      entitled to use any of the methods permitted by section 1.1502-33(d) of the
      Regulations that E1G, in the exercise of its absolute discretion, deems
      necessary or appropriate.




11.  Miscellaneous
      Provisions.




(a)  This
      Agreement contains the entire understanding of the parties hereto with respect
      to the subject matter contained herein. No alteration, amendment or modification
      of any of the terms of this Agreement shall be valid unless made by an
      instrument signed in writing by an authorized officer of each party
      hereto.




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(b)  This
      Agreement has been made in and shall be construed and enforced in accordance
      with the laws of the State of Florida from time to time obtaining.




(c)  This
      Agreement shall be binding upon and inure to the benefit of each party hereto
      and their respective successors and assigns.




(d)  This
      Agreement may be executed simultaneously in two or more counterparts, each
      of
      which shall be deemed an original, but all of which together shall constitute
      one and the same instrument.




(e)  All
      notices and other communications hereunder shall be deemed to have been duly
      given if delivered by hand or mailed certified or registered mail, postage
      prepaid:




If
      to
      Ener1 Group:





Ener1
      Group, Inc.


550
      West
      Cypress Creek Rd., Suite 120


Ft.
      Lauderdale, FL 33309


Attn:
      Charles Gassenheimer, CEO


Email: cgassenheimer@ener1group.com


Fax:
      212.920.3510





If
      to
      Ener1, Inc.:





Ener1,
      Inc.


500
      West
      Cypress Creek Rd., Suite 100


Ft.
      Lauderdale, FL 33309


Attn:
      Gerard Herlihy, CFO


Email:
      Jherlihy@ener1.com


Fax:  954
      776-5337





(f)  The
      headings of the paragraph of this Agreement are inserted for convenience only
      and shall not constitute a part hereof.







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IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
      executed by their authorized representative, all on the date and year first
      above written.




**ENER1 GROUP,
                INC.**By:Name:
                Title:
 **ENER1, INC.**By:Name:
                Title:







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