ENER1, INC. 

WAIVER AGREEMENT 

        **THISWAIVER  AGREEMENT**  ("Agreement")  is dated as of the __ day of January , 2004, by andbetween  Ener1, Inc., a Florida corporation (the "Company"), and Ener1 Group Inc., aFlorida corporation ("Ener1 Group"). 

        **WHEREAS,**the Company previously issued warrants to purchase an aggregate of 69,000,000 sharesof common stock, par value $0.01 per share, of the Company (“CommonStock”) to Ener1 Group on September 6, 2002 (the “Ener1 GroupWarrants”); 

        **WHEREAS,**in accordance with Section 1.3 of the Ener1 Group Warrants, the Board of Directors ofthe Company previously approved the reservation of a sufficient number of shares (the“Ener1 Group Warrant Reserved Shares”) of Common Stock for issuance uponexercise of the Ener1 Group Warrant; 

        **WHEREAS**,the Company intends to issue and sell (the “Financing”) 5% Senior SecuredConvertible Debentures (the “Debentures”) and Warrants to purchase CommonStock (the “Warrants”) pursuant to a Securities Purchase Agreement by andamong the Company and each of the entities whose names appear on the signature pagesthereof; 

        **WHEREAS,**in connection with the Financing, the Company will be required to reserve shares (the“Financing Reserved Shares”) of Common Stock for issuance upon conversionof the Debentures and exercise of the Warrants; 

        **WHEREAS**,the Company currently has 500,000,000 shares of Common Stock authorized (the“Current Authorized Shares”), of which an insufficient number of sharesis available for reservation as Financing Reserved Shares; 

        **WHEREAS**,to enable the Company to have a sufficient number of authorized but unissued andunreserved Current Authorized Shares available for reservation as Financing ReservedShares, the Company proposes that the current Ener1 Group Warrant Reserved Shares nolonger be reserved for such purpose and be made available for reservation as FinancingReserved Shares; and 

        **WHEREAS**,Ener1 Group desires to allow the Company to take such action so that the Company maycomplete the Financing. 

        **NOW,THEREFORE,** for good and valuable consideration, including the mutual promises,covenants, and conditions hereinafter set forth, the parties hereto agree as follows: 

    1.                 Ener1 Group hereby waives Section 1.3 of the Ener1 Group Warrants for purposes          of enabling the Company to have a sufficient number of Current Authorized Shares          available to be reserved as Financing Reserved Shares in connection with the          Financing; provided, however, that this waiver shall terminate at          the time a sufficient number of authorized shares of Common Stock becomes          available for reservation as Ener1 Group Warrant Shares. 

    2.                 The Company shall, as soon as practicable, take all necessary action to          authorize an aggregate number of shares of Common Stock sufficient to allow the          Company to reserve the Ener1 Group Warrant Shares for issuance upon exercise of          the Ener1 Group Warrant; upon such authorization, the Company shall cause its          Board of Directors to reserve the Ener1 Group Warrant Shares in accordance with          Section 1.3 of the Ener1 Group Warrants. Ener1 Group hereby agrees to cooperate          with the Company as necessary to authorize additional shares of Common Stock,          including, without limitation, by approving an amendment to the Articles of          Incorporation of the Company to increase the Company’s authorized shares of          Common Stock. 

    3.                 Except as waived hereby, all of the terms and provisions of the Ener1 Group          Warrants shall remain in full force and effect. Each provision of this Agreement          shall be considered separable and if for any reason any provision or provisions          herein are determined to be invalid, unenforceable or illegal under any existing          or future law, such invalidity, unenforceability or illegality shall not impair          the operation of or affect those portions of this Agreement that are valid,          enforceable and legal. 

    4.                 This Agreement shall be governed by and construed in accordance with the laws of          the State of Florida applicable to contracts made and to be performed entirely          within the State of Florida. 

    5.                 This Agreement may be executed in counterparts, each of which shall be deemed an          original, and all of which together shall be deemed one and the same instrument.          This Agreement, once executed by a party, may be delivered to any other party          hereto by facsimile transmission.