# ENGINEERING SERVICES
AGREEMENT

THIS
ENGINEERING SERVICES AGREEMENT (the Agreement) is made effective
October 20, 2004 (the Effective Date) by and between
EnerDel, Inc., a corporation organized and existing under the laws of Delaware
(EnerDel) and Delphi Automotive Systems LLC, a corporation
organized and existing under laws of the State of Delaware (Delphi).
EnerDel and Delphi are collectively referred in this Agreement as the
Parties and individually as a Party.

# R E C I T A L S:

1.       
          Delphi employs engineers possessing technical knowledge, skill and experience
          regarding the design, development and manufacturing of lithium battery systems.
          Delphi also retains engineers possessing technical knowledge, skill and
          experience regarding the design, development and manufacturing of lithium
          battery systems on a contract basis.

2.       
          EnerDel desires to benefit from the Delphi engineers and contract
          engineers technical knowledge, skill and experience regarding the design,
          development and manufacturing of lithium battery systems.

3.       
          Delphi is willing to provide EnerDel with the services of the engineers who
          possess technical knowledge, skill and experience regarding the design,
          development and manufacturing of lithium battery systems upon the terms and
          conditions set forth below.

# ARTICLE 1

# TERMS AND CONDITIONS

# 1.1Definitions:

| | A.       
               Delphi Engineers means the engineers employed or contracted
               by Delphi who possess technical knowledge, skill and experience regarding the
               design, development and manufacturing of lithium battery systems and who are
               providing Engineering Services to EnerDel in accordance with and subject to the
               terms and conditions of this Agreement.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | B.       
               Engineering Services means the services provided by Delphi
               Engineers to EnerDel in accordance with and subject to the terms and conditions
               of this Agreement. These Engineering Services are described in greater detail in
               Schedule 2.1.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | C.       
               Intellectual Property means any and all patents, copyrights,
               copyrightable material, trade secrets, know-how and any and all other
               proprietary or confidential information or rights therein owned or controlled by
               a Party, or acquired by a Party.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | D. Month means a calendar month.
| | ----------------------------------

| | E. Year means a calendar year (i.e., January 1st through
               December 31st).
| | -----------------------------------------------------------------------------------------

# ARTICLE 2

# ENGINEERING SERVICES

2.1
During the term of this Agreement, Delphi will provide EnerDel with Engineering Services
by job types as described in the attached Schedule 2.1, which is
incorporated into this Agreement by reference. Subject to the minimum and maximum hours
agreed upon per Section 2.2 or 2.3, EnerDel may utilize the Engineering Services of Delphi
as EnerDel, in its sole discretion, requires; provided, however, that
EnerDels requirements are reasonably allocated among the various job types
identified on Schedule 2.1.

2.2
Schedule 2.2, which is incorporated into this Agreement by
reference, sets forth the minimum and maximum hours of Engineering Services EnerDel will
require per Month starting with the first full Month immediately following the Effective
Date. The minimum hours are derived by multiplying the number of Delphi Engineers
identified by the parties as necessary to provide Engineering Services to EnerDel times
the number of hours such Delphi Engineers would normally work during the Month in
accordance with Delphis work schedule (i.e., 40 hours per week). The maximum hours
are those additional hours, above the minimum, Delphi Engineers could reasonably be
expected to work in accordance with Delphi policies (i.e., 60 hours per week). It is
anticipated that, during the first three full Months following the Effective Date,
EnerDels requirements for Engineering Services will change based on its anticipated
hiring of some or all of the Delphi Engineers. Consequently, at the end of each of the
first three Months following the Effective Date, the parties will amend
Schedule 2.2 to reflect EnerDels anticipated minimum and
maximum Engineering Services requirements for the upcoming Month on an hours per Month
basis determined as set forth above. To the extent EnerDel desires to decrease the minimum
hours per Month of Engineering Services EnerDel will require during the first Three Months
following the Effective Date for reasons other than EnerDels hiring of any Delphi
Engineer(s), EnerDel will provide Delphi with reasonable advance notice, not less than
thirty (30) days, so that Delphi may make appropriate staffing decisions.

-1-

2.3.
          Reasonably in advance of the start of each Year following the first three (3)
          Months after the Effective Date, the Parties will agree upon the minimum and
          maximum number of hours of Engineering Services EnerDel anticipates that it will
          require and Delphi anticipates that it can provide during the upcoming Year. The
          Parties will execute a revised Schedule 2.2 no later than
          October 15th (December 15th for the first full Year following the Effective
          Date) of the Year preceding the Year in which the revised hourly minimums and
          maximums are to be in effect. The Parties may agree to shorten the duration of
          Schedule 2.2 to less than a Year at any time.

2.4
During the term of this Agreement, it is understood that the Delphi Engineers will
continue to be subject to all Delphi employment policies, including, but not limited to,
vacation and leave policies and the Delphi holiday schedule. Subject to Delphis
obligation to provide the minimum hours of Engineering Services required by EnerDel as set
forth in the applicable Schedule 2.2, EnerDel will abide by
Delphis scheduling determinations.

2.5
EnerDel may offer employment to or hire any Delphi Engineer without Delphis consent,
with the exception of those Delphi Engineers dedicated to the Innovation Center. However,
in the event EnerDel hires a Delphi Engineer, EnerDel will provide Delphi with reasonable
advance notice so that Delphi may make appropriate staffing decisions to meet
Delphis obligations under this Agreement or otherwise. Moreover, to the extent such
hiring prevents Delphi from meeting its obligations to provide EnerDel with the
Engineering Services Delphi is otherwise required to provide under this Agreement, Delphi
may not be deemed to be in breach of this Agreement and an appropriate adjustment will be
made to the minimum and maximum hours reflected in the then-current Schedule
2.2.

2.6
During the term of this Agreement and for a period of eighteen (18) months thereafter,
EnerDel may not offer employment to or hire any employee of Delphi who is not a Delphi
Engineer without the prior written consent of Delphi, except through general advertising
for personnel in the media or if the Delphi employee seeks employment from EnerDel without
having been directly or indirectly solicited by EnerDel therefore.

2.7
The selection of Delphi Engineer(s) who will provide Engineering Services to EnerDel will
be determined by mutual agreement of EnerDel and Delphi. Delphi represents, warrants and
covenants to and with EnerDel that the Delphi Engineers who will provide Engineering
Services to EnerDel will have the necessary expertise, knowledge and training to perform
in accordance with the terms and conditions of this Agreement.

2.8
Delphi will, upon the request of EnerDel or at Delphis initiative, from time to time
review the performance of the Delphi Engineers providing Engineering Services to EnerDel.
As a result of such review by and in the sole opinion of Delphi, Delphi may remove or
replace any particular Delphi Engineer(s) at any time after consultation with EnerDel in
order to ensure the proper delivery of Engineering Services EnerDel requires. Delphi will
take into consideration EnerDels reasonable requests regarding the removal or
replacement of the Delphi Engineers, or any other changes to the Engineering Services
required, subject to the terms and conditions of this Agreement.

# ARTICLE 3

# FEES AND EXPENSES

3.1
Within seven (7) days after the end of each Month, Delphi will present to EnerDel a
written invoice for the fees and expenses incurred by Delphi in providing Engineering
Services to EnerDel during such Month. Delphi will provide EnerDel with sufficient
additional documentation, upon receipt of EnerDels reasonable request, to verify the
accuracy of the fees and expenses for which Delphi is invoicing EnerDel.

3.2 EnerDel will pay Delphi a fee
determined by multiplying each hour of Engineering Services provided by Delphi times the
appropriate hourly rate set forth in Schedule 3.2, which is
incorporated into this Agreement by reference. EnerDel agrees that the Delphi Engineers
may track their hours on a per diem basis, it being understood that a normal day equates
to eight (8) hours of work unless the Delphi Engineer(s) otherwise designates.

3.3 Reasonably in advance of the
start of each Year, the Parties will agree upon the hourly rate applicable for the
upcoming Year. If the hourly rate changes, the Parties will execute a revised
Schedule 3.2 no later than October 15th of the Year preceding the
Year in which the revised hourly rate is to be in effect.

3.4 EnerDel will reimburse Delphi for
expenses incurred by the Delphi Engineers provided such expenses are necessary and
ordinary business expenses which relate to the delivery of Engineering Services,
reasonable in amount, appropriate under the circumstances, and consistent with
EnerDels reimbursement guidelines. EnerDel may require reasonable documentation
verifying the expenses. Reimbursable expenses may include but are not limited to expenses
incurred by the Delphi Engineers while traveling to and from, for and on behalf of
EnerDel.

-2-

3.5
EnerDel will make payment in full to Delphi of the fees and expenses invoiced in
accordance with Section 3.1 within thirty (30) days after receipt of Delphis
invoice.

3.6
In the event that any material change(s) occurs in the cost assumptions associated with
the hourly rate set forth in Schedule 3.2, Delphi will provide
EnerDel with a written description of the change(s) and the Parties will negotiate an
equitable modification to the hourly rate.

# ARTICLE 4

# INTELLECTUAL PROPERTY

4.1
Unless otherwise agreed to in writing by the Parties, any Intellectual Property created by
any Delphi Engineer providing Engineering Services to EnerDel under this Agreement will be
the property of EnerDel. Further, the decision to seek statutory protection of such
Intellectual Property and the expense related thereto will be the responsibility of
EnerDel.

4.2
EnerDel hereby grants Delphi a non-exclusive, royalty-free, irrevocable, worldwide license
with a right to grant sub-licenses to others for use in non-lithium battery system
applications in and to Intellectual Property created by any Delphi Engineer(s) providing
Engineering Services to EnerDel under this Agreement under these and any other terms and
conditions to be negotiated in good faith by and between the Parties. Further, EnerDel
hereby grants to Delphi a right of first refusal to negotiate an exclusive, irrevocable,
worldwide license for use in non-lithium battery system applications, for consideration,
in and to such Intellectual Property.

4.3
This Agreement does not include the grant by Delphi, or any obligation by Delphi to grant
to EnerDel, or any obligation on the part of any Delphi engineer(s) to provide to EnerDel:
(i) Intellectual Property created or owned by Delphi prior to this Agreement or created
after and outside of the scope of the Engineering Services of this Agreement; or (ii) any
trademark or other trade dress of Delphi.

4.4
Any license or other transfer of any rights with respect to Delphi Intellectual Property
created by or owned by Delphi which is necessary for a Delphi Engineer to provide
Engineering Services to EnerDel will, on a case-by-case basis, require a written agreement
signed by authorized representatives of each Party, be subject to Delphi corporate
approvals, and require payment of royalties to Delphi.

4.5
Delphi Engineer(s), will use, for the benefit of EnerDel, any information, experiences or
expertise on corporate opportunities and related matters which the Delphi Engineer(s)
learns in his or her capacity of providing Engineering Services to EnerDel. During the
term of this Agreement, as well as after for a period of five (5) years after the
expiration or termination of this Agreement, Delphi including the Delphi Engineer(s) will,
for Delphis business, not use or communicate any trade secrets, technical or
commercial information identified as proprietary or confidential to EnerDel, excluding any
EnerDel Intellectual Property subject to this Article 4, which either Delphi or a Delphi
Engineer(s) may have received from EnerDel.

# ARTICLE 5

# NO WARRANTY;
INDEMNITY; RELATED MATTERS

5.1
No guarantee or warranty of any nature, express or implied, is extended by Delphi or any
Delphi Engineer(s) with respect to the Engineering Services to be furnished to EnerDel by
the Delphi Engineer(s) under this Agreement including the results to be obtained from such
Engineering Services, unless the liability, loss or damages are caused by or arises out of
the gross negligence, willful misconduct or intentional wrongdoing of Delphi or any Delphi
Engineer(s).

5.2
EnerDel will indemnify, defend and hold harmless Delphi, and Delphis managers,
officers, directors, employees (including any Delphi Engineers), to the fullest extent
permitted by law, from and against any and all claims and liabilities of any nature
whatsoever by or in the name of EnerDel, or by any EnerDel managers, officers, directors,
employees, or Delphi Engineers, arising out of or alleged to result in any way from this
Agreement or from the furnishing of Engineering Services to EnerDel, except where a Delphi
employee is finally adjudicated or otherwise determined to have engaged in gross
negligence, willful misconduct or intentional wrongdoing by failing, during the period of
this Agreement, to meet his or her obligations under this Agreement. The indemnification
authorized by this Section 5.2 is not exclusive of and will be in addition to any other
rights granted to those seeking indemnification under this Agreement, under any other
agreement, or otherwise. This indemnification provision will continue to apply to a person
who has ceased to be a manager, member, officer, director, Delphi Engineer or other
employee of Delphi and will inure to the benefit of his or her heirs, executors and
administrators. Indemnification obligations under this provision will survive any
termination of this Agreement.

-3-

# ARTICLE 6

# TERM AND TERMINATION

6.1
This Agreement will have force and effect as of the Effective Date and will remain in
effect unless earlier terminated in writing upon sixty (60) days advance notice by either
Party to the other Party.

6.2
This Agreement may be terminated by either Party by giving thirty (30) days notice to the
other Party in the event of failure by such Party to fulfill any of its obligations under
this Agreement; provided, however, that, if during the period of such notice the
other Party remedies such failure, this Agreement will continue with the same force and
effect as if such notice had not been given.

6.3
     This Agreement may also be terminated upon mutual written agreement of the Parties.

6.4
In the event of termination by either Party, EnerDels only obligation to Delphi will
be to pay for fees and expenses due pursuant to Section 3.2 of this Agreement for
Engineering Services provided prior to termination.

6.5
The following Articles will survive any expiration or termination of this Agreement:
Article 4 (Intellectual Property); Article 5 (No Warranty; Indemnity; Related Matters);
and Article 7 (General Provisions).

# ARTICLE 7

# GENERAL PROVISIONS

7.1
This Agreement constitutes the entire agreement by and between the Parties pertaining to
the subject matter of this Agreement and supersedes all prior and contemporaneous
agreements, understandings, negotiations and discussions, whether oral or written, of the
Parties with regard to this subject matter.

7.2
No amendment, supplement, modification, waiver or termination of this Agreement may be
implied or be deemed binding including, without limitation, any alleged waiver based on a
Partys knowledge of any inaccuracy in any representation or warranty contained in
this Agreement unless in writing and signed by the Party against which such amendment,
supplement, modification, waiver, or termination is asserted. No waiver of any of the
provisions of this Agreement may be deemed or will constitute a waiver of any other
provision hereof, whether or not similar. Nor may such waiver constitute a continuing
waiver, unless otherwise expressly therein provided.

7.3
The rights and obligations provided by this Agreement may not be assigned by either Party
without the prior written consent of both Parties, except that no consent of one Party is
required for an assignment of this Agreement by the other Party to an affiliate company.
Except as expressly provided in this Agreement, nothing in this Agreement is intended to
confer upon any person other than the Parties and any of the said affiliated company any
rights or remedies under or by reason of this Agreement. For the purpose of this
Agreement, an affiliate means a company directly or indirectly controlling, controlled by,
or under common control with another company. Control shall be established by ownership of
more than fifty percent (50%) of the stock entitled to vote for directors of the company
or persons performing a function similar to that of directors.

7.4
All notices, requests, demands and other communications which are required or may be given
under this Agreement will be in writing and will be deemed to have been duly given if
personally delivered, forwarded by overnight air express and receipted for by the
recipient or an agent of the recipient or mailed by registered or certified United States
mail, postage prepaid and return receipt requested, to the following addresses or to such
other address of a Party as will have been specified to the other Parties to this
Agreement by notice:

| | If to Delphi, at:
With a Copy to:If to EnerDel, at:With a copy to: | DELPHI AUTOMOTIVE SYSTEMS LLC
                                            5725 Delphi Drive
                                            Troy, Michigan  48098
                                            Attn:  Director, Worldwide Finance of Delphi E&C Division
                                            Fax No.:  (248) 813-4699

                     DELPHI AUTOMOTIVE SYSTEMS LLC
                                            5725 Delphi Drive
                                            Troy, Michigan  48098
                                            Attn:    Assistant General Counsel, Commercial & Transactional
                                            Fax No.:  (248) 813-2491

                          ENERDEL, INC.
                                            500 West Cypress Creek Road
                                            Suite 100
                                            Fort Lauderdale, Florida  33309
                                            Attn:  Chief Executive Officer
                                            Fax No.:  (954) 776-5337

                     ENERDEL, INC.
                                            500 West Cypress Creek Road
                                            Suite 100
                                            Fort Lauderdale, Florida  33309
                                            Attn:  General Counsel
                                            Fax No.:  (954) 776-3359
| | ------------------------------------------------------------------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

-3-

7.5
The section headings in this Agreement are for reference purposes only and will not affect
in any way the meaning or interpretation of this Agreement.

7.6
This Agreement may be executed in two (2) counterparts, each of which will be deemed an
original, but all of which together constitute one and the same instrument.

7.7
This Agreement will be governed by and construed under the laws of the State of Michigan,
United States of America.

7.8
Except for information required to be given by law including Internal Revenue Code or
state taxation statutes or by a court of competent jurisdiction, administrative or other
governmental order, no press release or other information relating to the transactions
contemplated by this Agreement may be made or given to the public except upon the written
agreement of Delphi and EnerDel.

7.9
Unless specifically empowered by EnerDel, the Delphi Engineer(s) will not, during the term
of this Agreement, serve as the agent(s) or legal representative(s) of and will not have
any express or implied right or authority to assume or to create any obligation or
responsibility on behalf of or in the name of or to bind Delphi in any manner. This
Agreement does not constitute either Party the agent or legal representative of the other,
and neither Party is granted any express or implied right or authority to assume or to
create any obligation or responsibility on behalf of or in the name of the other, or to
bind the other in any manner. No employee of either Party may in any sense be an employee
of the other.

7.10
The Parties to this Agreement will work together in good faith to remedy any dispute which
may arise in connection with this Agreement. In the event such a dispute cannot be
amicably resolved, such dispute will be submitted to binding arbitration in Oakland
County, Michigan, in accordance with the rules and regulations of the American Arbitration
Association then in effect. The party against whom a decision is made will pay the fees of
the American Arbitration Association. Notwithstanding the foregoing, either Party may, at
its sole option, enforce its rights under Article 4 through injunctive and other equitable
relief directly in any court of competent jurisdiction.

-4-

The
Parties have executed this Agreement by their duly authorized representatives as of the
day and year indicated below.

| |  | DELPHI AUTOMOTIVE SYSTEMS LLCBY: /s/  John G. Blahnik
 John G. BlahnikVice President Treasury, Mergers, Acquisitions &
                                                              New MarketsDate:_________________________ENERDEL, INC.BY: /s/ Kevin P. Fitzgerald
Kevin P. FitzgeraldChief Executive OfficerDate:_________________________
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

-5-

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# SCHEDULE 2.1

# ENGINEERING SERVICES

Build Technician
Administrative Lab Tech / Engineer Engineer Senior Engineer Engineering ManagerEngineering Executive

---

# SCHEDULE 2.2

# MINIMUM AND MAXIMUM
HOURS

For November of 2004, EnerDel will be
required to utilize a minimum of 4,800 hours of Engineering Services; provided,
however, that EnerDel may not request more than 7,200 hours of Engineering Services.

---

# SCHEDULE 3.2

# HOURLY RATE

|Engineering Service   | Hourly Cost  
|--------------------- | -------------
|Build Technician      | $       24.33
|Administrative        | $       25.19
|Lab Tech / Engineer   | $       39.15
|Engineer              | $       61.12
|Senior Engineer       | $       73.05
|Engineering Manager   | $       89.30
|Engineering Executive | $      115.54