Exhibit
      10.45

    


    EMPLOYMENT
      AGREEMENT

    


    THIS
      EMPLOYMENT AGREEMENT (this “Agreement”) is made effective as of the
      1st
      day of
      April, 2007, by and between Ener1, Inc., a Florida corporation with its offices
      at 500 West Cypress Creek Road, Suite 100, Ft. Lauderdale, Florida 33309 (the
      “Corporation”), and Subhash Dhar (the “Executive”).

    


    WHEREAS,
      the Corporation desires to retain the Executive in the position described
      herein, and the Executive desires to assume such position, on the terms and
      conditions set forth herein.

    


    NOW,
      THEREFORE, in consideration of the premises and the mutual agreements made
      herein, and intending to be legally bound hereby, the Corporation and the
      Executive agree as follows:

    


    1. Employment;
      Duties.

    


    (a) Employment
      and Employment Period.
      The
      Corporation will commence the employment of the Executive beginning April 1,
      2007 (the “Commencement Date”) and shall continue to employ the Executive until
      April 1, 2008 (the “Initial Term”). Executive’s employment shall then
      automatically renew for subsequent one year periods following the termination
      of
      the Initial Term or any subsequent term, unless either party gives written
      notice to the other at least 45 days prior to the termination of such period
      of
      its intent not to extend or renew this Agreement. The Initial Term and all
      subsequent terms are referred to herein as the “Employment Period.”


    


    (b) Offices,
      Duties and Responsibilities.
      The
      Executive shall hold the title of President of the Corporation and Vice Chairman
      of EnerDel’s Board of Directors. The Executive shall report to the Board of
      Directors of the Corporation (the “Board”). The Executive shall maintain offices
      at the Corporation’s Ft. Lauderdale office and the Corporation’s plant in
      Indianapolis, Indiana, and will work from one of these offices
      in
      addition to spending time in the Detroit area necessary for business and
      customer development so long as such time is approved in advance by the Chief
      Executive Officer of the Company,
      unless
      traveling on the Corporation’s official business. The
      Corporation will pay for a furnished apartment or equivalent accommodations,
      rental car and out of pocket expenses for the first year of employment from
      the
      Commencement Date. It is understood that the Company may have to establish
      a
      business development and marketing and sales office in the Detroit area.


    


    (c) Job
      Description.
      The
      Executive
      will
      recommend strategic partners and new business opportunities worth pursuing.
      Additionally, the Executive will have daily responsibility for the Corporation’s
      operations (EnerDel, EnerFuel, NanoEner and other subsidiaries and affiliates)
      including all issues inside the Corporation. The Executive will interview and
      understand each key employee’s role and be able to make organizational and
      structural changes across the board that will allow successful implementation
      of
      the Corporation’s business plan. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (d) Devotion
      to Interests of the Corporation.
      Except
      as expressly authorized by the Board, until the effective date of notice of
      termination of this Agreement by either the Executive or the Corporation or
      the
      end of the Employment Period, the Executive shall render his business services
      solely in the performance of his duties hereunder. Notwithstanding the
      foregoing, the Corporation acknowledges that the Executive presently serves
      on
      the board of directors for non-battery related companies and may continue to
      do
      so for such entities to the extent such service does not exceed 5% of his
      business time and does not interfere with his ability to fulfill his obligations
      to the Corporation.

     

    (e) 

    


    2. Base
      Compensation and Fringe Benefits.

    


    (a) Base
      Compensation.
      The
      Corporation shall pay the Executive a base salary at the rate of $360,000 per
      year (“Base Salary”) paid bi-monthly at the Corporation’s normal payroll
      intervals, with deduction of such amounts as may be required to be withheld
      under applicable law and regulations. Upon successful completion of two of
      the
      milestones set forth in Schedule I attached hereto within the first six months
      from the Commencement Date, the Base Salary will be adjusted to $410,000 per
      year. Thereafter, annual increases to this Base Salary shall be as determined
      by
      the Board of Directors at the beginning of each fiscal year of the Corporation,
      beginning January 1, 2008; provided, however, that two of the milestones
      achieved that result in an adjustment to the Base Salary after six months will
      not be counted for future merit increases and all weight applied to the
      accomplishment of milestones will be in the judgment of the Board of Directors.
      Upon the Commencement Date, the Corporation will also pay the Executive a one
      time payment of $30,000 as compensation for certain lost opportunities. The
      Corporation will also ensure prompt payments of the March, 2007 or any other
      invoices under a previous Consulting Agreement with the Executive.

    


    (b) Fringe
      Benefits.
      The
      Executive shall be entitled to eligibility
      for enrollment in the Corporation’s medical, dental and life insurance plans in
      accordance with the available coverage there under to senior executives of
      the
      Corporation. All other benefits generally available to regular full-time
      employees will be made available to the Executive pursuant to the applicable
      personnel policies of the Corporation. Executive shall be entitled to four
      (4)
      weeks paid vacation per year. The Executive shall be authorized to travel
      business class both domestically and internationally. The Executive shall have
      a
      corporate credit/debit card for authorized business use. 

    


    (c) Bonus
      Compensation.
      You
      will be eligible to receive a cash bonus of up to 100% of the base salary based
      on mutually agreed upon objectives tied to the business plan objectives and
      stock price performance as provided on Schedule I hereto in the fiscal years
      2007 and 2008. In addition, you will be eligible for a cash bonus for investment
      funds that you introduce to the Company (other than companies or individuals
      that the Company and/or its officers, directors or shareholders have already
      contacted or that come through other introductions) of 3% of the total net
      investment 1% of which will be payable in common stock of the Company and 2%
      of
      which will be payable in cash. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (d) Equity
      Interest.
      

     

    (1) On
      the
      Commencement Date, two (2) million shares of restricted stock will be awarded
      upon commencement, vesting upon the accomplishment of certain corporate specific
      milestones specified on Schedule I hereto. 

     

    (2) Three
      (3)
      million options to purchase common stock of the Corporation with a strike price
      as follows: (i) 1.5 million at $0.28 per share and (ii) 1.5 million at the
      price
      of $0.35 per share. These options will not vest until the stock price of the
      common stock underlying the options has reached $1 per share (adjusted for
      stock
      splits, reverse stock splits, etc.). 

     

    (3) Both
      (1)
      and (2) above assume that you are still employed with the Corporation the date
      that vesting would have occurred (including the notice period for termination).
      During the first year after the Commencement Date, the Executive will have
      30
      days after termination of this Agreement to exercise any vested shares or
      options. If this Agreement is terminated after the first anniversary of the
      Commencement Date, the Executive will have one year from the date of the
      termination to exercise those shares or options that vested prior to
      termination. 

     

    (4) Except
      as
      specifically provided herein, to the extent permissible under Section 422 of
      United States Internal Revenue Code and to the extent agreed to between
      Executive and the Board, shall be incentive stock options. All Options granted
      hereunder shall be also granted pursuant to the Company’s 2007 Stock Option
      Plan. All Options issued under this Agreement shall be adjusted for mergers,
      stock splits, stock spin-offs, reverse stock splits and similar
      events.

     

    3. Trade
      Secrets.
      The
      Executive shall not use (except for the benefit of the Corporation while
      employed hereunder) or disclose to anyone any of the Corporation’s trade secrets
      or other confidential information. The term “trade secrets or other confidential
      information” includes, by way of example, matters of a technical nature, such as
      scientific, trade and engineering secrets, “know-how,” formulae, secret
      processes, recipes or machines, inventions, computer programs (including
      documentation of such programs) and research projects, and matters of a business
      nature, such as proprietary information about costs, profits, markets, sales,
      lists of customers, and other information of a similar nature to the extent
      not
      available to the public, and plans for future development. After termination
      of
      this Agreement, the Executive shall not use or disclose trade secrets or other
      confidential information unless such information (a) becomes a part of the
      public domain other than through a breach of this Agreement or (b) is disclosed
      to the Executive by a third party who is entitled to receive and disclose such
      information or (c) was in the Executive’s possession prior to the Commencement
      Date.

    


    4. Return
      of Documents and Property.
      Upon
      the end of the Employment Period or upon the effective date of notice of the
      Executive’s or the Corporation’s election to terminate this personal
      representatives) shall deliver to the Corporation (a) all documents and
      materials containing trade secrets or other confidential information relating
      to
      the business and affairs of the Corporation, and (b) all documents,
      materials and other property belonging to the Corporation, which in either
      case
      are in the possession or under the control of the Executive (or his heirs or
      personal representatives).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    5. Discoveries
      and Works.
      All
      discoveries and works made or conceived by the Executive during his employment
      by the Corporation, jointly or with others, that relate to the Corporation’s
      activities shall be owned by the Corporation. The term “discoveries and works”
includes, by way of example, inventions, computer programs (including
      documentation of such programs), technical improvements, processes, drawings
      and
      works of authorship. The Executive shall (i) promptly notify, make full
      disclosure to, and execute and deliver any documents requested by, the
      Corporation to evidence or better assure title to such discoveries and works
      in
      the Corporation, (ii) assist the Corporation in obtaining or maintaining for
      itself at its own expense United States and foreign patents, copyrights, trade
      secret protection or other protection of any and all such discoveries and works,
      and (iii) promptly execute, whether during his employment by the Corporation
      or
      thereafter, all applications or other endorsements necessary or appropriate
      to
      maintain patents and other rights for the Corporation and to protect its title
      thereto. Set forth on Schedule II attached hereto is a list of inventions,
      patented or unpatented, including a brief description thereof, which are owned
      by the Executive, which the Executive conceived or made prior to his employment
      by the Corporation and which are excluded from this Agreement.

    


    6. Termination;
      Resignation.

    


    (a) Parties’
      Rights to Terminate.
      The
      Executive may terminate this Agreement by resignation at any time, upon 60
      days’
prior written notice (the “Notice Period”), and the Corporation may terminate
      this Agreement with “cause,” as defined below, or without cause upon 60 days’
prior written notice. “Cause” shall mean (i) the failure of the Executive to
      perform his duties as set forth in this Agreement or as may be reasonably
      imposed from time to time on the Executive by law (whether or not reasonable)
      or
      the Board, provided such duties are consistent with his position, in a manner
      substantially consistent with the manner prescribed by the Board (other than
      any
      such failure resulting from incapacity due to physical or mental illness),
      (ii)
      the engaging by the Executive in misconduct materially and demonstrably
      injurious to the Corporation, (iii) the commission, conviction or indictment
      of
      the Executive for commission of a felony, whether or not such felony was
      committed in connection with the Corporation’s business, or (iv) the
      circumstances described in Section 7 hereof, in which case the provisions of
      Section 7 shall govern the rights and obligations of the parties. 

    


    (b) Termination
      for Cause; Resignation without Good Reason.
      In the
      event the Corporation terminates this Agreement for “cause” or the Executive
      resigns without “good reason,” as defined herein, the Executive’s rights
      hereunder shall cease as of the effective date of such termination (30 days
      after notice), except as otherwise provided in Section 6(c) and 7, and Executive
      shall be entitled to payment of all amounts of Base Salary, any bonus payments
      actually earned but unpaid, accrued but unused vacation, reimbursements for
      appropriate expenses incurred prior to the termination date, and any other
      amounts payable under Corporation policy or applicable law that are due or
      accrued as of the termination date. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (c) Termination
      Without Cause or Resignation with Good Reason.
      In the
      event that the Corporation terminates the Executive’s employment without cause
      or the Executive terminates his employment for good reason within one year
      of
      the Commencement Date, the Corporation shall pay to the Executive the Base
      Salary for 120 days from the date of the notice of termination. After the first
      year from the Commencement Date, if the Corporation terminates the Executive’s
      employment without cause or the Executive terminates his employment for good
      reason, the Corporation shall pay the Executive 180 days’ Base Salary
      (including, not in addition to, any notice period). Other than as set forth
      in
      this paragraph, in no event shall the Corporation pay any other severance unless
      agreed to by the Parties. 

    


    (d) Good
      reason means (i) a material reduction of the Executive's duties, title,
      position, reporting status, or responsibilities; (ii) a reduction of the
      Executive's Base Salary as in effect immediately prior to such reduction; (iii)
      a material, uncured breach by the Corporation of this Agreement; or (v) the
      Corporation’s failure to maintain appropriate D&O insurance .The Corporation
      shall have the ability to cure any action that constitutes good reason during
      the Notice Period.

    


    7. Disability;
      Death.
      (a) If,
      prior to the expiration or termination of the Employment Period, the Executive
      shall be unable to substantially perform his duties by reason of disability
      or
      impairment of health for at least three consecutive calendar months, the
      Corporation shall have the right to terminate this Agreement by giving written
      notice to the Executive to that effect, but only if at the time such notice
      is
      given such disability or impairment is still continuing. After giving such
      notice, (i) the Employment Period shall terminate with the payment of the
      Executive’s base compensation for the month in which notice is given and the
      payment of a pro rata
      portion
      of any bonus that would have been payable to Executive under Section 2(c) had
      he
      not become disabled, (ii) the Restricted Stock and all unvested Options (and
      any
      other option or restricted stock granted to him) will vest in full on the
      effective date of termination and (with respect to the Option or any option)
      expire 6 months after the effective date of termination, and (iii) all of the
      Executive’s benefits under this Agreement shall terminate, except that the
      Executive shall receive such accidental disability benefits to which the
      Executive may be entitled under the plans of the Corporation then in effect.
      In
      the event of a dispute as to whether the Executive is disabled within the
      meaning of this Section 8(a), either party may from time to time request a
      medical examination of the Executive by a doctor appointed by the Chief of
      Staff
      of a hospital selected by mutual agreement of the parties, or as the parties
      may
      otherwise agree, and the written medical opinion of such doctor shall establish
      a presumption as to whether the Executive has become disabled and the date
      when
      such disability arose. Such presumption shall become binding and conclusive
      upon
      the parties unless, within 20 days of the date of receipt of such written
      medical opinion, the party disputing such opinion provides a contrary written
      medical opinion from two doctors appointed by the same Chief of Staff which
      appointed the first doctor, in which event the opinions of the latter two
      doctors shall become binding and conclusive upon the parties. The cost of any
      such medical examinations shall be borne by the Corporation, except that the
      Executive shall bear the cost of any medical examinations sought in order to
      rebut a presumption of disability.

    


    (b) If,
      prior
      to the expiration or termination of the Employment Period, the Executive shall
      die, the Corporation shall pay to the Executive’s estate (or to the revocable
      living trust previously specified by the Executive) his base compensation
      through the end of the month in which the Executive’s death occurred and a
pro rata
      portion
      of any bonus (if any) that would have been payable to the Executive under
      Section 2(c) had his death not occurred, at which time the Employment Period
      shall terminate without further notice. In addition, all of the Executive’s
      benefits under this Agreement shall terminate, except that the Executive’s
      estate shall receive such accidental death benefits to which the Executive
      may
      be entitled under the plans of the Corporation then in effect.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    8. Non-Competition/Non-Solicitation.
      (a)
      During the term of this Agreement and for any period for which the Executive
      receives severance from the Corporation following the termination of this
      Agreement, the Executive will not compete, directly or indirectly, with the
      Corporation, or any of its parent corporations, subsidiaries or affiliates,
      in
      the businesses of the Corporation, including, without limitation, the
      Corporation’s energy related businesses based upon its proprietary technology.
      Such restriction shall include, but not be limited to, ownership (direct or
      indirect, including without limitation by a member of the Executive’s family) of
      any interest in a business that is in competition (as described above) with
      the
      Corporation, and being an officer, shareholder, director, executive or
      contractor of or consultant to any such business, whether or not for
      compensation; provided that, the
      foregoing shall not prohibit Executive from owning five percent (5%) or less
      of
      the outstanding equity securities of any corporation or entity, nor shall it
      prohibit him from owning any interest, whether as a creditor or stockholder,
      in
      the Corporation.
      The
      Executive further agrees that, during the above period, he will not, in any
      capacity, except in connection with the performance of services hereunder,
      either separately, jointly or in association with others, directly or indirectly
      solicit or contact, with regard to a business competitor of the Corporation,
      any
      of the Corporation’s agents, suppliers, customers or prospects, as shown by the
      Corporation’s records, that were agents, suppliers, customers or prospects of
      the Corporation at any time during the year immediately preceding the
      termination of employment hereunder, where the purpose of such solicitation
      or
      contact is to compete with, or is intended to compete with, the Corporation.
      The
      Executive further agrees that, during the above period, he will not, in any
      capacity, either separately, jointly or in association with others, directly
      or
      indirectly, solicit any of the Corporation’s executives, employees, or
      consultants.

     

    (b) If
      a
      court determines that the foregoing restrictions are too broad or otherwise
      unreasonable under applicable law, including with respect to time or space,
      the
      court is hereby requested and authorized by the parties hereto to revise the
      foregoing restrictions to include the maximum restrictions allowed under the
      applicable law. The Executive expressly agrees that breach of the foregoing
      would result in irreparable injuries to the Corporation, that the remedy at
      law
      for any such breach will be inadequate and that upon breach of this provision,
      the Corporation, in addition to all other available remedies, shall be entitled
      as a matter of right to seek injunctive relief in any court of competent
      jurisdiction.

    


    9. Enforcement.
      The
      Executive agrees that the Corporation’s remedies at law for any breach or threat
      of breach by him of the provisions of Sections 3, 4, 5 and 8 hereof will be
      inadequate, and that the Corporation shall be entitled to an injunction or
      injunctions (and temporary restraining orders and preliminary injunctions,
      as
      the case may be) to prevent breaches of the said provisions and to enforce
      specifically the terms and provisions thereof, in addition to any other remedy
      to which the Corporation may be entitled at law or equity.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    10. Severability.
      Should
      any provision of this Agreement be determined to be unenforceable or prohibited
      by any applicable law, such provision shall be ineffective to the extent, and
      only to the extent, of such unenforceability or prohibition without invalidating
      the balance of such provision or any other provision of this Agreement, and
      any
      such unenforceability or prohibition in any jurisdiction shall not invalidate
      or
      render unenforceable such provision in any other jurisdiction.

    


    11. Assignment.
      The
      Executive’s rights and obligations under this Agreement shall not be assignable
      by the Executive. The Corporation’s rights and obligations under this Agreement
      shall be assignable by the Corporation, including as incident to the transfer,
      by merger or otherwise, of all or substantially all of the business of the
      Corporation. In the event of any such assignment by the Corporation, all rights
      of the Corporation hereunder shall inure to the benefit of the
      assignee.

    


    12. Notices.
      Any
      notice required or permitted under this Agreement shall be deemed to have been
      effectively made or given if in writing and personally delivered or mailed
      properly addressed in a sealed envelope, postage prepaid by certified or
      registered mail. Unless otherwise changed by notice, notice shall be properly
      addressed to Executive if addressed to:

    


    Subhash
      Dhar

    International
      Business & Technology Management LLC

    PO
      Box
      8008

    Bloomfield
      Hills, MI 48302-9009

    


    


    and
      properly addressed to the Corporation if addressed to:

    


    Peter
      Novak

    Chief
      Executive Officer

    Ener1,
      Inc.

    500
      West
      Cypress Creek Road, Suite 100

    Ft.
      Lauderdale, Florida 33309

    


    with
      a
      copy to:

    Curtis
      A.
      Wolfe

    General
      Counsel

    Ener1,
      Inc.

    500
      West
      Cypress Creek Road, Suite 100

    Ft.
      Lauderdale, Florida 33309

    Facsimile:
      (954) 229-7595

    Email:
      cwolfe@ener1group.com

    


    13. Award
      to Prevailing Party in Dispute.
      In the
      event either of the parties to this Agreement commences any action or proceeding
      arising out of, or relating in any way to, this Agreement, the prevailing party
      shall be entitled to recover, in addition to any other relief awarded to such
      party, his or its costs, expenses and reasonable attorneys’ fees.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    14. Additional
      Documents to be Executed by the Executive.
      The
      obligations of the Corporation under this Agreement shall be subject to the
      execution and delivery, by the Executive, of the Corporation’s Business Code of
      Conduct, and other standard in-processing documentation normally required of
      all
      incoming employees. The obligations of the Executive thereunder shall be
      additive and complementary to the Executive’s obligations
      hereunder.

    


    15. Miscellaneous.
      This
      Agreement constitutes the entire agreement, and supersedes all prior agreements,
      of the parties hereto relating to the subject matter hereof, and there are
      no
      written or oral terms or representations made by either party other than those
      contained herein. The validity, interpretation, performance and enforcement
      of
      this Agreement shall be governed by the laws of the State of Florida. The
      headings contained herein are for reference purposes only and shall not in
      any
      way affect the meaning or interpretation of this Agreement.

     

    IN
      WITNESS WHEREOF, the parties hereto have executed this Employment Agreement
      effective as of the day and year first above written.

    
      	 	 	 	 
	ENER1, INC.	 	 	EXECUTIVE
	
               

               

            	 	 	 
	By:
	 	 	
            
	
              
                

              

              Name: Peter
                Novak

              Title:
                 Chief
                Executive Officer

            	 	 	
              
Subhash
              Dhar


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      I

    


    Milestones

     

    Milestones
      for vesting of restricted stock

    


    
      	 	
              1.

            	
              The
                Executive shall deliver a definitive agreement(s) between the Company
                or
                EnerDel and a strategic partner for the development of EnerDel’s battery
                technology for certain defined applications that includes an
                investment.from the strategic partner and that receives approval.from
                the
                Company’s Board of Directors.

            


    

    
      	 	 	 


      	 	
              2.

            	
              The
                Executive shall (i) deliver a plan for the use of the Ft. Lauderdale
                battery facility and related equipment; (ii) receive approval for
                the plan
                from the Company’s Board of Directors, and (iii) implement the plan to
                achieve the plan’s goals as outlined in the
                plan.

            


    

    


    Milestones
      for Base Salary increase and Annual Salary Adjustments

    


    Within
      the first 6 months (2) of the following must be accomplished to justify an
      increase in Base Salary:

     

    
      	 	
              (1)

            	
              Bring
                2 board of director candidates for Ener1, that are acceptable to
                the
                current BOD.

            


    

    
      	 	 	 


      	 	
              (2)

            	
              Reorganize
                the management structure of Ener1 Inc and/or EnerDel or other subsidiaries
                to facilitate executing our goals and to increase efficiency of operations
                of Ener1.  

            


    

    
      	 	 	 


      	
            	(3)	
              Attract
                and retain new human capital to Ener1 to facilitate executing our
                goals
                and to increase efficiency of
                operations.

            


    

    
      	 	 	 


      	 	
              (4)

            	
              Succeed
                with winning Phase II of USABC.and winning an OEM or equivalent contract
                or GM E-Flex proposal or equivalent high-profile project (GE or
                other)

            


    

    
      	 	 	 


      	 	
              (5)

            	
              Completion
                of strategic partnership for
                EnerDel

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      II

    


    Inventions

    None.