One Inlet Cay DriveOcean
Ridge, FL 33435

November 5, 2003

Ener1, Inc.

Kevin Fitzgerald,
Chairman and Chief Executive Officer550 West Cypress Creek Road Suite 120Ft. Lauderdale,
Florida 33309

Dear Kevin:

We are pleased that you have selected
a Tatum Partner to be an employee of your company. Because your Tatum Partner will be your
employee, while at the same time having ongoing access to the resources of Tatum Partners,
it is important that we explain and agree how Tatums resources are accessed and the
responsibility for the use of those resources. This letter and the attached Schedule A
will serve as the entire agreement between Ener1, Inc. (the Company) and Tatum
CFO Partners, LLP (Tatum) (the Resources Agreement).

Tatum understands that the Company
desires to hire Randall Paulfus,one of our partners, as an employee of the Company
(the Employee) and acknowledges that the Employee is and will remain a partner
in our firm so that he or she will have access to our firms resources for use in his
or her employment with the Company. These resources (the Resources) include a
platform for knowledge sharing, e.g., database access, specialized software and
patent-pending processes, specialized work product and training, and virtual access to
other Tatum partners through Tatums proprietary internet portal (the Tatum
Portal).

This Resources Agreement sets forth
the rights of the Company, through the Employee, to use such resources for the benefit of
the Company, and for the payment of compensation for such resources in lieu of an amount
otherwise payable to the Employee for use of such resources.

Since the Employee will be under the
control and direct management of the Company, and not Tatum, we cannot assume the same
risks as if Tatum itself served as part of the Companys management team.
Tatums obligations to the Company are exclusively those set forth in this Resources
Agreement. Schedule A sets forth provisions dealing with the limitation of Tatums
liability and other related terms and conditions, which allow Tatum to provide this unique
relationship. This offers both the value of a traditional employment relationship, through
separate employment directly with the Employee, and the resources and benefits of a
national firm through the provision of Resources pursuant to this Resources Agreement.

Allocation of Compensation

The Company acknowledges and agrees
that the Employee has requested that a portion of his or her compensation, as it may be
adjusted from time to time, be allocated to Tatum as compensation for Tatums
provision of Resources to the Employee as described in this Resources Agreement (the
Tatum Compensation):

The Company will pay Tatum, in lieu
of the Employee, a portion of the Employees Salary (as defined below) and a portion
of any Bonuses (also as defined below) otherwise payable to the Employee as follows:

Salary:
16 2/3% of the Employees Salary   Bonus:  25% of any Cash Bonus of the Employee, and 25% of any Equity Bonus of the Employee

For purposes of this Resources
Agreement, Salary means any compensation, except Bonuses, paid the Employee
for services, including any payments due to termination of employment, severance, or like
payments. For purposes of this Resources Agreement, Cash Bonus means any
contingent cash consideration (i.e., not yet realized in cash) that is paid in connection
with services rendered by the Employee, and Equity Bonus means any stock,
option, warrant, or similar right (i.e., not yet realized in cash) that is granted in
connection with services rendered by the Employee. For purposes hereof, Cash Bonuses and
Equity Bonuses together are called Bonuses.

Payments of Tatum Compensation
related to Salary and Cash Bonus will be made directly to Tatum at the same time as such
payments are made to the Employee. Such payments should be made by direct deposit through
the Companys payroll, or, if not available, by check. The Company and Tatum agree
that any payments made to Tatum will reduce the Employees compensation for purposes
of determining taxable income and should not be reflected as compensation in the
Employees W-2 report.

The Company agrees to issue directly
to and in the name of Tatum any Tatum Compensation that is an Equity Bonus under the same
terms and conditions as such Equity Bonus is issued to the Employee, unless any agreement
or Company plan under which the Employee receives an Equity Bonus would prohibit the grant
or issuance of Tatums portion of such bonus to Tatum, in which case the Company
shall issue a separate option or warrant to Tatum representing such portion otherwise
containing substantially similar terms and conditions.

In lieu of the Employee participating
in the Company-sponsored employee medical insurance benefit and disability plan, the
Employee will participate in Tatums group plan as a partner of Tatum, and the
Company will pay the Employee an amount equal to the costs that would normally be incurred
by the Company for the Employees participation in the Companys plan. Such
payment will be made at least monthly as an expense reimbursement and not part of employee
compensation. Notwithstanding the above, the Company may include the Employee as a
participant in the Companys own disability plan or other benefit plans if such plans
are not provided by Tatum.

Termination

This Resources Agreement will
terminate immediately upon the effective date of termination or expiration of the
Employees employment with the Company.

Tatums obligation to provide
the Resources will terminate immediately if and when the Employee ceases to be a partner
of Tatum, even if the Employee continues to render services to the Company as an employee
or independent contractor. If the Employee ceases to be a partner of Tatum but either
continues to render services to the Company as an employee or independent contractor or
ceases to render services to the Company but resumes rendering services to the Company
within twelve (12) months thereafter, the Company acknowledges that Tatum will have been
instrumental in providing Resources to the Employee, which benefits the Company.
Therefore, the Company agrees to pay Tatum the Tatum Compensation as provided in the
Allocation of Compensation section above for a period of eighteen (18) months following
the date of termination or expiration of this Resources Agreement or following the date of
resumption of the Employees services to the Company, as applicable, as compensation
for such Resources and the right of the Company to continue using the work product derived
from the Resources. For this purpose, Salary will include all compensation paid for the
Employees rendering services to the Company, even if the Employee is engaged by the
Company as an independent contractor, and the Tatum Compensation will be payable on any
Cash or Equity Bonuses for which the Employee becomes eligible during such 18-month
period, regardless of when they vest or are paid.

In the event that either party
commits a breach of this Resources Agreement and fails to cure the same within ten (10)
days following delivery by the non-breaching party of written notice specifying the nature
of the breach, the non-breaching party will have the right to terminate this Resources
Agreement immediately effective upon written notice of such termination.

Miscellaneous

This Resources Agreement contains the
entire agreement between Tatum and the Company, superseding any prior oral or written
statements or agreements.

Neither the Company nor Tatum will be
deemed to have waived any rights or remedies accruing under this Resources Agreement
unless such waiver is in writing and signed by the party electing to waive the right or
remedy. This Resources Agreement binds and benefits the successors of Tatum and the
Company.

Neither party will be liable for any
delay or failure to perform under this Agreement (other than with respect to payment
obligations) if and to the extent such delay or failure is a result of an act of God, war,
earthquake, civil disobedience, court order, labor dispute, or other cause beyond such
partys reasonable control.

The terms of this Resources Agreement
are severable and may not be amended except in a writing signed by Tatum and the Company.
If any portion of this Resources Agreement is found to be unenforceable, the rest of the
Resources Agreement will be enforceable except to the extent that the severed provision
deprives either party of a substantial portion of its bargain.

The provisions in this Resources
Agreement concerning payment of the Tatum Compensation, limitation of liability, and
arbitration will survive any termination or expiration of this Resources Agreement.

This Resources Agreement will be
governed by and construed in all respects in accordance with the laws of the State of
Florida, without giving effect to conflicts-of-laws principles.

Each person signing below is
authorized to sign on behalf of the party indicated, and in each case such signature is
the only one necessary.

Mailing Address for
Payments only:

# Tatum CFO Partners, LLPP.O
Box 403291Atlanta, Georgia 30384-3291

Electronic Payment
Instructions for Deposit and Tatum Fees:

Bank
Name: Bank of America   Branch: Atlanta   Routing Number: 061 000 052
   Account Name: Tatum CFO Partners, LLP   Account Number: 003 279 247 763

Please sign below and return a signed
copy of this letter to indicate the Companys agreement with its terms and
conditions.

We look forward to serving you.

Sincerely yours,

# TATUM CFO PARTNERS, LLP

__________________Signature

By: Neil A. Hamilton

Managing Partner 
South Florida TATUM CFO PARTNERS, LLP

Acknowledged and agreed by:

| | Ener1, Inc.
______________________________
Signature
By:    Kevin Fitzgerald
Title: Chairman and Chief Executive Officer
Date:
| | ------------------------------------------------------------------------------------------------------------------------------

# Schedule A

# Disclaimers and
Related Terms

Disclaimers &
Limitations of Liability

It is to be understood that Tatum
does not have a contractual obligation to the Company other than to make its resources
available to the Employee by virtue of that Employee being a partner in Tatum. Tatum
Compensation will be for the resources provided and not as compensation as an employee or
partner of or in a joint venture with the Company or as an employer of the Employee, and
Tatum will have no control or management over the Employee. Tatums obligation under
this Resources Agreement is to make Tatums resources available to the Employee for
the benefit of the Company under the terms and conditions of this Resources Agreement.

The Company acknowledges that any
Resources will be provided by Tatum to the Employee as a tool to be used in the discretion
of the Employee. Tatum makes no representation or warranty as to the accuracy or
reliability of reports, projections, forecasts, or any other information derived from use
of the Resources, and Tatum will not be liable for any claims of reliance on such reports,
projections, forecasts, or information. Tatum disclaims all warranties, either express or
implied, including, but not limited to, implied warranties of merchantability and fitness
for a particular purpose, with regard to all information and applications that may be
provided by the Resources or the Tatum Portal. Tatum will not be liable for any
non-compliance of reports, projections, forecasts, or information or services with
federal, state, or local laws or regulations.

The Company agrees that, with respect
to any claims the Company may assert against Tatum in connection with this Resources
Agreement or the relationship arising hereunder, Tatums total liability will not
exceed two months of the portion of Tatum Compensation that is based on a percentage of
the Employees then current Salary.

As a condition for recovery of any
liability, the Company must give Tatum written notice of the alleged basis for liability
within thirty (30) days of discovering the circumstances giving rise thereto, provided
that the failure of the Company to give such notice will only affect the rights of the
Company to the extent that Tatum is actually prejudiced by such failure. In any event, the
Company must assert any claim against Tatum within six (6) months after discovery or
thirty (30) days after the termination or expiration of this Resources Agreement,
whichever is earlier.

Tatum will not be liable in any event
for incidental, consequential, punitive, or special damages, including without limitation,
any interruption of business or loss of business, profit, or goodwill.

Arbitration

If the parties are unable to resolve
any dispute arising out of or in connection with this Resources Agreement, either party
may refer the dispute to arbitration by a single arbitrator selected by the parties
according to the rules of the American Arbitration Association (AAA), and the
decision of the arbitrator will be final and binding on both parties. Such arbitration
will be conducted by the Ft. Lauderdale, Florida office of the AAA and governed by Florida
law. In the event that the parties fail to agree on the selection of the arbitrator within
thirty (30) days after either partys request for arbitration under this paragraph,
the arbitrator will be chosen by AAA. The arbitrator may in his discretion order
documentary discovery, but in no event may depositions be taken. The arbitrator will have
no authority to award punitive damages. Judgment on the award of the arbitrator may be
entered in and enforced by any court of competent jurisdiction. The arbitrator will have
no authority to award damages in excess or in contravention of this Schedule A and may not
amend or disregard any provision of this Schedule A. Notwithstanding the foregoing, no
issue related to the ownership of intellectual property will be subject to arbitration but
will instead be subject to determination by a court of competent jurisdiction.

Miscellaneous

Tatum represents to the Company that
Tatum has conducted its standard screening and investigation procedures with respect to
the Employee becoming a partner in Tatum, and the results of the same were satisfactory to
Tatum. Except as provided in the immediately preceding sentence, Tatum does not make any
representations or warranties concerning the Employees qualifications or services.

Tatum shall be entitled to receive
all reasonable costs and expenses incidental to the collection of overdue amounts under
this Resources Agreement, including but not limited to attorneys fees actually
incurred.