# TRANSITION SERVICES
AGREEMENT

THIS
TRANSITION SERVICES AGREEMENT (this Agreement), dated as of
October 20, 2004 (the Effective Date), is entered into by and
betweenDELPHI AUTOMOTIVE SYSTEMS LLC, a Delaware limited liability company
(Delphi), and ENERDEL, INC. a Delaware corporation
(EnerDel).

# W I T N E S S E T H:

WHEREAS,
Delphi and Ener1, Inc. (Ener1) are parties to a Formation, Subscription
and Stockholders Agreement dated October 20, 2004(the Formation
Agreement), pursuant to which Delphi and Ener1 Have agreed to form EnerDel and
Delphi has agreed to contribute certain assets of Delphis lithium battery systems
business to EnerDel (the Assets); and

WHEREAS,
in order to facilitate the orderly transfer and continuation of use of the Assets by
EnerDel for a transitional period not to exceed ninety (90) days after the Effective Date,
Delphi has agreed to provide to EnerDel certain administrative and transfer services.

NOW,
THEREFORE, in consideration of the premises and the agreements of Delphi and EnerDel
set forth below, Delphi and EnerDel agree as follows:

# ARTICLE 1 INCORPORATION OF
DEFINITIONS FROM FORMATION
AGREEMENT

Capitalized
terms not otherwise defined herein shall have the meanings ascribed thereto in the
Formation Agreement.

# ARTICLE 2 SERVICES

2.1
Types of Services. For a period not to exceed ninety (90) days from
the Effective Date (the Term), Delphi and/or any of its affiliates
(collectively, the Delphi Group and each individually, a
Service Provider) will provide to EnerDel, certain information,
technology and telephone services (each singularly, a Service;
collectively, Services), in each case: (i) only as described on
Schedule A to this Agreement and subject to the limitations in Schedule A;
(ii) only to the extent necessary to support the continued operation of the Assets in the
ordinary course of business; and (iii) only as offered by Delphi and the relevant members
of the Delphi Group to their own operations at the time the applicable Services are
provided to EnerDel. In no event shall Services include any services that are not
expressly set forth on Schedule A to this Agreement. All services not expressly
identified on Schedule A as included Services are hereinafter referred to as
Excluded Services.

2.2
Price of Services. Services shall be provided, and EnerDel shall pay Delphi
for the Services, based on Cost. Cost shall mean the actual cost
incurred by Delphi and/or the relevant Service Provider in providing the applicable
Service, including any allocated overhead, as further specified in ScheduleA.

EnerDel shall be responsible for
payment of all value added tax, sales tax or other similar taxes payable in respect to the
Services.

2.3
Terms of Payment. Prior to the start of each month during the Term, EnerDel
will pay Delphi the monthly estimated Cost for each Service as set forth on Schedule
A. Within thirty (30) days after the end of the Term, Delphi will present a written
statement to EnerDel detailing the actual Services used and Costs incurred by EnerDel for
the Services used during the Term (the Actual Cost). If the Actual Cost
exceeds the amount paid by EnerDel to Delphi under this Agreement during the Term (the
Excess Amount), then within thirty (30) days of receipt of the
statement from Delphi, EnerDel will pay the Excess Amount to Delphi. If the Actual Cost is
less than the amount paid by EnerDel under this Agreement during the Term (the
Deficiency Amount), then within thirty (30) days of the date of the
statement from Delphi, Delphi will pay such Deficiency Amount to EnerDel.

2.4
Indemnification. Delphi and each member of the Delphi Group shall be
indemnified against, and defended and held harmless by EnerDel from, any losses, costs and
expenses incurred by Delphi or any other member of the Delphi Group in connection with any
and all claims, investigations, audits, actions, causes of action and suits arising from
or relating to: (i) the Services provided pursuant to this Agreement; (ii) any actions
taken by Delphi or any other member of the Delphi Group in connection with such Services
or this Agreement; and (iii) EnerDel Employees (including death, personal injury and
property damage); except to the extent that such Losses arose from the intentional
malfeasance or gross negligence of Delphi or any other member of the Delphi Group.

2.5
Performance of Excluded Services. EnerDel shall, at its sole cost and
expense, perform all Excluded Services which are necessary to the continued operation of
the Assets.

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# ARTICLE 3 EnerDel EQUIPMENT,
SOFTWARE AND OPERATIONAL FEATURES

EnerDel
shall: (i) maintain in good operating condition all equipment, software and operational
features necessary to allow the applicable Service Provider to provide the Services in a
manner consistent with the practice for such Services prior to the Effective Date; (ii) as
soon as practicable after the applicable Service Provider has determined that an
enhancement or modification is necessary (but in any event not later than thirty (30) days
after receipt of notice thereof by EnerDel) enhance or modify, at EnerDels sole cost
and expense, in a manner consistent with practices of the applicable Service Provider,
such equipment, software and operational features as may be necessary to remain compatible
with any systems used by the applicable Service Provider in connection with providing the
Services; (iii) be solely responsible for all costs and expenses associated with migration
off of Delphi systems, including, but not limited to, software licenses, data extraction
and system deinstallation; and (iv) comply with any reasonable instructions provided by
the applicable Service Provider that are necessary or desirable for the Service Provider
to provide the Services in accordance with this Agreement. Subject to the foregoing,
Delphi will cooperate with EnerDel to facilitate EnerDels migration off of the
systems and services included in the Services. The parties will use commercially
reasonable efforts to effect the assignment of applicable existing leases between Delphi
and EDS for the computers contemplated by this Agreement to be used for the benefit of
EnerDel, provided that the price and other terms of such leases are competitive.

# ARTICLE 4SOFTWARE

4.1
Required Consents. EnerDel shall pay, or, at the request of the applicable
Service Provider, reimburse the applicable Service Provider for, the cost of obtaining any
consents, approvals or amendments to existing agreements of any Service Provider necessary
to allow each Service Provider to provide Services to EnerDel (the Consents)
and any fees or charges associated with the Consents or with any transfers of computer
equipment leases or software licenses to EnerDel or any additional fees or changes
associated with the provision of access and benefits to EnerDel to such equipment and
software as part of the Services, including, without limitation, any additional license,
sublicense, access or transfer fees.

4.2
Additional Hardware and Software. No Service Provider shall be obligated to
purchase, license, lease or otherwise obtain the right to use any hardware or software in
addition to that used prior to the Effective Date in connection with providing the
Services.

# ARTICLE 5 DISCLAIMER

THE
SERVICES SHALL BE PROVIDED BY DELPHI AND THE MEMBERS OF THE DELPHI GROUP AS-IS,
WHERE-IS, AND DELPHI AND THE MEMBERS OF THE DELPHI GROUP EXPRESSLY DISCLAIM TO THE
FULL EXTENT PERMISSIBLE BY LAW ALL WARRANTIES, EXPRESS OR IMPLIED, AS TO THE NATURE OR
STANDARD OF THE SERVICES OR PRODUCTS OF THE SERVICES WHICH ANY OF THEM MAY PROVIDE
HEREUNDER, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR PARTICULAR PURPOSE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT WILL
DELPHI OR ANY MEMBER OF THE DELPHI GROUP BE LIABLE FOR SPECIAL, CONSEQUENTIAL, INCIDENTAL
OR INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS OR LOSS OF USE.

# ARTICLE 6 FORCE MAJEURE

6.1
Except for the payment obligations of either party, each party shall be temporarily
excused from performing its obligations under this Agreement for so long as such
performance is prevented or delayed by any event of Force Majeure. The term Force
Majeure shall, for purposes of this Agreement, be defined as: (i) any acts of God,
natural disasters, or wars, (ii) any strike, lockout or labor dispute at the plant of a
party or its suppliers, (iii) any shortage or curtailment of utilities, materials or
transportation, (iv) any act or omission of any government authority, or (v) any other
cause beyond the reasonable control of a party.

6.2
A party affected by an event of Force Majeure shall promptly notify the other party and
shall use its best efforts to overcome and mitigate such event of Force Majeure.

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# ARTICLE 7 TERM AND TERMINATION

7.1
Term. Unless earlier terminated pursuant to the provisions of this
Article 7 or extended by written agreement of the parties, this Agreement shall
expire at the end of the Term.

7.2
For Default. If either party fails to perform any of its material duties or
obligations pursuant to this Agreement and such failure is not cured within twenty (20)
days after notice to such party specifying the nature of such failure, the other party may
terminate this Agreement upon further notice to the defaulting party.

7.3
For Convenience. EnerDel may terminate this Agreement in respect of any of
the Services in whole or in part provided by any Service Provider at any time upon a
minimum of thirty (30) days written notice to Delphi and the applicable Service Provider
(or upon a mutually agreeable shorter period); provided, however, if EnerDel terminates
any Service, EnerDel may not request Delphi to provide such Service thereafter. If any
Service is terminated in part, Delphi will credit any cost savings.

7.4
Effect of Termination. Upon: (i) the expiration of this Agreement; (ii) the
termination of this Agreement pursuant to Section 7.2; or (iii) the termination of all of
the Services pursuant to Section 7.3, all costs and other sums owed by EnerDel to the
Service Provider for Services provided through the date of such expiration or termination
shall be paid on the date of such expiration or termination.

7.5
Extension of Term. If the parties agree to extend the provision of any
Service beyond the duration set forth on Schedule A for that Service (which
agreement may be withheld by a party in its sole discretion), and EnerDel is using its
best efforts to obtain a replacement for that Service as soon as possible, then the price
for such Service shall remain the price for such Services as set forth on ScheduleA. Notwithstanding the foregoing, if the parties agree to provide any Service after
twelve (12) months after the expiration of the Term of this Agreement (which agreement may
be withheld by a party in its sole discretion), the price for such Service shall be one
hundred fifty (150%) percent of the price of such Service in effect at the end of the
original duration of such Service. All such extensions shall be subject to any necessary
third party consent.

# ARTICLE 8MISCELLANEOUS
PROVISIONS

8.1
Notices. All notices, requests, consents or other communications permitted
or required under this Agreement must be in writing and will be deemed to have been given
when personally delivered, or when sent if sent via facsimile (with receipt confirmed), or
on the first Business Day after sent by reputable overnight carrier, or on the third
Business Day after sent by registered or certified first-class mail (with receipt
confirmed), to the following:

| | If to EnerDel:
With a copy to:If to Delphi:With a copy to: | EnerDel, Inc.
                                            500 W. Cypress Creek Rd.
                                            Suite 100
                                            Ft. Lauderdale, FL 33309
                                            Attn: Chief Executive Officer

                                         EnerDel, Inc.
                                            500 W. Cypress Creek Rd.
                                            Suite 100
                                            Ft. Lauderdale, FL 33309
                                            Attn: General Counsel

                                           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 48098-2815
                                            Attention:        Assistant General Counsel - Commercial & Transactional
                                            Fax:  (248) 813-2491
| | ---------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

provided, however, if either party
shall have designated a different addressee by notice, then to the last addressee so
designated.

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8.2
Assignment. This Agreement shall be binding and inure to the benefit of the
successors and assigns of each of the parties, but no rights, obligations, duties or
liabilities of either Party may be assigned without the prior written consent of the
other, which shall not be unreasonably withheld; provided, however, that Delphi may assign
its rights and obligations (or any portion thereof) to any affiliate.

8.3
Entire Agreement. This Agreement and the Formation Agreement and the
Exhibits and Schedules referenced and incorporated herein and therein, and agreements
executed in connection therewith, represent the entire agreement and understanding between
the parties with respect to the transactions contemplated herein and therein. This
Agreement and the Formation Agreement supersede all prior agreements, understandings,
arrangements, covenants, representations or warranties, written or oral, by any officer,
employee or representative of either party dealing with the subject matter hereof and
thereof.

8.4
Waiver. Any waiver by Delphi or EnerDel of any breach or of a failure to
comply with any provision of this Agreement: (i) shall be valid only if set forth in a
written instrument signed by the party to be bound; and (ii) shall not constitute, or be
construed as, a continuing waiver of such provision, or a waiver of any other breach of,
or failure to comply with, any provision of this Agreement.

8.5
Severability. Should any provision, or any portion thereof, of this
Agreement for any reason be held invalid or unenforceable, such decision shall not affect
the validity or enforceability of any of the other provisions, or portions thereof, of
this Agreement, which other provisions, and portions, shall remain in full force and
effect, and the application of such invalid or unenforceable provision, or portion
thereof, to persons or circumstances other than those as to which it is held invalid or
unenforceable shall be valid and be enforced to the fullest extent permitted by law.

8.6
Amendment. This Agreement may be amended only in writing by duly authorized
representatives or officers of the parties.

8.7
Relationship. The performance by each Service Provider of its duties and
obligations under this Agreement shall be that of an independent contractor and nothing
herein contained shall create or imply an agency relationship between any Service Provider
and EnerDel, nor shall this Agreement be deemed to constitute a joint venture or
partnership between any Service Provider and EnerDel.

8.8
Headings. The headings contained in this Agreement are inserted for
convenience only and shall not be deemed to constitute a part hereof.

8.9
Counterparts. More than one counterpart of this Agreement may be executed by
the parties, and each fully-executed counterpart shall be deemed an original, but all of
which, together shall constitute one and the same instrument.

8.10
Governing Law. This Agreement shall be governed by and construed according
to the laws of the State of Michigan as such laws are applied to contracts between
residents of the State of Michigan to be performed entirely within such state.

ENERDEL
AND DELPHI HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF
THE STATE AND FEDERAL COURTS LOCATED IN OR HAVING JURISDICTION OVER OAKLAND COUNTY,
MICHIGAN, FOR ANY ACTIONS, SUITS, OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY (AND ENERDEL AND DELPHI AGREE NOT TO
COMMENCE ANY ACTION, SUIT OR PROCEEDING RELATING THERETO EXCEPT IN SUCH COURTS), AND
FURTHER AGREE THAT SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT BY U.S. REGISTERED
MAIL TO ITS ADDRESS SET FORTH ABOVE SHALL BE EFFECTIVE SERVICE OF PROCESS OF ANY ACTION,
SUIT OR PROCEEDING BROUGHT AGAINST IT IN ANY SUCH COURT. ENERDEL AND DELPHI HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY ACTION,
SUIT OR PROCEEDING ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY
IN SUCH STATE OR FEDERAL COURTS AS AFORESAID AND HEREBY FURTHER IRREVOCABLY AND
UNCONDITIONALLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH
ACTION, SUIT OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM. ENERDEL AND DELPHI FURTHER WAIVE ANY RIGHTS EITHER OF THEM MAY HAVE TO A JURY TRIAL
IN ANY CLAIM OR COUNTERCLAIM ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.

8.11
Survival. The provisions of Section 2.3, Section 2.4, Section 2.5 and
Article 5 shall survive the expiration or the termination of this Agreement.

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THIS
AGREEMENTwas executed as of the date and year first set forth above.

| |  | DELPHI AUTOMOTIVE SYSTEMS LLCBY: /s/ John G. Blahnik
John G. BlahnikVice President Treasury, Mergers, Acquisitions & New MarketsENERDEL, INC.BY: /s/  Kevin P. Fitzgerald
 Kevin P. Fitzgerald Chief Executive Officer
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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# SCHEDULE A TO
TRANSITION SERVICES AGREEMENT

|                 |                     |                           | Other Costs |   |                                    
|---------------- | ------------------- | ------------------------- | ----------- | - | -----------------------------------
|
|1000 IT Services |                     |                           |             |   |                                    
|                 | 1010 Third Party   
|                 | Software           
|                 |                     | Microsoft Suite           | $  5,728    | F | Program Office recurring           
|                 | 1020 Applications  
|                 |                     | Olimpic                   | $  1,347    | F | Central Systems                    
|                 |                     | IPACS                     | $     206   | F | Computer services                  
|                 |                     | NA Commercial             |             |   | Operations, Planning, Architecture,
|                 |                     | Infrastructure            | $     449   | F | Engineering Compute                
|                 |                     | NA Common                 | $  9,133    | F | Vega II/SAP                        
|                 |                     | GMTOPS                    | $     627   | F | Central Systems                    
|                 |                     | CPS                       | $     245   | F | Central Systems                    
|                 |                     | CSIDS                     | $     400   | F | Central Systems                    
|                 |                     | HR Related                | $     279   | F | Central Systems                    
|                 |                     | D&A                       | $  2,398    | F | Central Systems                    
|                 |                     | Information Security      | $     118   | F | Central Systems                    
|                 |                     | Internal IT               | $  1,772    | F | Central Systems                    
|                 |                     | REDIS                     | $       24  | F | Engineering Records Reader         
|                 |                     | iMAN                      | $     359   | F | iMAN Support                       
|                 | 1030 Infrastructure
|                 |                     | Vax                       | $  1,187    | F | Vax ANDV06 equipment lease         
|                 |                     | Equipment Lease           | $  2,707    | F | Computer assets                    
|                 |                     | Vax support               | $     829   | F | Vax ANDV06 support                 
|                 |                     | Client/Server Tier III    | $  6,412    | F | Salary/Benefits                    
|                 |                     | Support                  
|                 |                     | Desktop Program Support   | 2474.80     | F | PMO Charges                        
|                 |                     | Messaging Program Support | $     332   | F | PMO Charges                        
|                 |                     | Lan/Can Program Support   | $  2,107    | F | PMO Charges                        
|                 |                     | EWS Program Support       | $     456   | F | PMO Charges                        
|                 |                     | Lan/Can Tier II Support   | $  1,698    | F | Salary/Benefits                    
|                 |                     | Data Direct               | $     428   | F | allocation of telcom provisioning  
|                 |                     | Data Allocated            | $     956   | F | allocation of WAN access           
|                 |                     | SRA                       | $       39  | V | Secure remote Access               
|                 |                     | Phones                    | $     920   | F | Phone access charge                
|                 |                     | Vme                       | $     285   | F | Voice Messaging service            
|                 |                     | Long Dist                 | $     635   | V | Telecomm LD charges                
|                 |                     | Cellular                  | $     319   | F | Cellular Plans bundled             
|                 |                     | Calling Cards             | $         5 | V | Average per month CC               
|                 |                    
|                 |                     | Total                     | $44,876    
|                 |                     |                           |             |  
|                 |                     | Per seat                  | $     976  
|                 |                     |                           |             |  

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