UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                    FORM 10-Q

(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT OF 1934

For the quarterly period ended December 31, 2004.

                                       OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission file number 0-20028


                            VALENCE TECHNOLOGY, INC.
             (Exact Name of Registrant as Specified in Its Charter)


               DELAWARE                                 77-0214673
    (State or Other Jurisdiction of                 (I.R.S. Employer
     Incorporation or Organization)                Identification No.)


      6504 BRIDGE POINT PARKWAY,
            AUSTIN, TEXAS                                  78730
(Address of Principal Executive Offices)                (Zip Code)


                                 (512) 527-2900
              (Registrant's Telephone Number, Including Area Code)


     ----------------------------------------------------------------------
Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report


Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                                    Yes x No

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).

                                    Yes x No

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

   Common Stock, $0.001 par value                        84,941,457
------------------------------------         ---------------------------------
               (Class)                       (Outstanding at February 1, 2005)



<PAGE>



                    VALENCE TECHNOLOGY, INC. AND SUBSIDIARIES


                                    FORM 10-Q

                     FOR THE QUARTER ENDED DECEMBER 31, 2004


<TABLE>
<CAPTION>
<S>       <C>                                                                                  <C>
                                      INDEX
                                                                                                PAGES

PART I.    FINANCIAL INFORMATION

  Item 1.  Financial Statements (Unaudited):

           Condensed Consolidated Balance Sheets as of
           December 31, 2004 and March 31, 2004..................................................3

           Condensed Consolidated Statements of Operations and
           Comprehensive Loss for Each the Three- and Nine-
           Month Periods Ended December 31, 2004 and December 31, 2003...........................4

           Condensed Consolidated Statements of Cash Flows for Each of the Nine-
           Month Periods Ended December 31, 2004 and December 31, 2003...........................5

           Condensed Consolidated Statement of Stockholders' Equity (Deficit) for the Twelve-Month
           Period Ended March 31, 2004 and the Nine-Month Period Ended December 31, 2004.........6

           Notes to Condensed Consolidated Financial Statements..................................7

  Item 2.  Management's Discussion and Analysis of Financial
           Condition and Results of Operations..................................................17

  Item 3.  Quantitative and Qualitative Disclosures about Market Risk...........................39

  Item 4.  Controls and Procedures..............................................................40


PART II.   OTHER INFORMATION

  Item 1.  Legal Proceedings....................................................................41

  Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds .........................41

  Item 3.  Defaults upon Senior Securities......................................................41

  Item 4.  Submission of Matters to a Vote of Security Holders..................................41

  Item 5.  Other Information....................................................................42

  Item 6.  Exhibits and Reports on Form 8-K.....................................................42

SIGNATURE  .....................................................................................43


</TABLE>


                                       2
<PAGE>


                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

                    VALENCE TECHNOLOGY, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
               (in thousands, except share and per share amounts)
                                   (unaudited)


<TABLE>
<CAPTION>
                                                                   December 31, 2004     March 31, 2004
                                                                   -----------------    -----------------
<S>                                                              <C>                   <C>
ASSETS
Current assets:
 Cash and cash equivalents                                             $      5,337          $     2,692
Trade receivables, net of allowance of $139 and $98
as of December 31, 2004 and March 31, 2004                                    1,656                1,477
Inventory                                                                     5,295                3,318
Prepaid and other current assets                                              1,154                  837
                                                                   -----------------    -----------------
Total current assets                                                         13,442                8,324

Property, plant and equipment, net                                            1,752               12,218
Intellectual property, net                                                      428                  514
                                                                   -----------------    -----------------
 Total assets                                                          $     15,622          $    21,056
                                                                   =================    =================

LIABILITIES, PREFERRED STOCK AND STOCKHOLDERS' DEFICIT
Current liabilities:
Note payable                                                           $          -          $     2,068
Current portion of long-term debt                                                 -                  967
Accounts payable                                                              3,425                2,263
Accrued expenses                                                              6,831                4,527
Deferred revenue                                                              1,157                1,593
Grant payable - short term                                                      589                1,753
                                                                   -----------------    -----------------
Total current liabilities                                                    12,002               13,171

Grant payable - long term                                                         -                3,036
Long-term interest                                                           11,956                9,720
Long-term debt, less current portion                                              -                5,458
Long-term debt to stockholder                                                34,479               33,949
                                                                   -----------------    -----------------
Total liabilities                                                            58,437               65,334
                                                                   -----------------    -----------------


Minority interest in joint venture                                                -                4,484
                                                                   -----------------    -----------------

Redeemable convertible preferred stock, $0.001 par value,
 861 shares authorized, issued and outstanding at December 31, 2004,
 1,000 shares authorized, 861 shares issued and outstanding at
March 31, 2004, liquidation value $8,610                                      8,582                8,032
                                                                   -----------------    -----------------

Commitments and contingencies

Stockholders' equity (deficit):
Common stock, $0.001 par value, 200,000,000 shares authorized;
 84,933,997 and 75,961,826  shares issues and outstanding, respectively          85                   76
Additional paid-in capital                                                  409,788              382,282
Deferred compensation                                                          (109)                (226)
Notes receivable from stockholder                                            (5,095)              (5,161)
Accumulated deficit                                                        (452,146)            (429,724)
Accumulated other comprehensive loss                                         (3,920)              (4,041)
                                                                   -----------------    -----------------
Total stockholders' deficit                                                 (51,397)             (56,794)
                                                                   -----------------    -----------------

 Total liabililities, preferred stock and stockholders' deficit         $    15,622          $    21,056
                                                                   =================    =================

</TABLE>

The accompanying notes are an integral part of these condensed consolidated
financial statements.

                                       3
<PAGE>

<TABLE>
<CAPTION>

                    VALENCE TECHNOLOGY, INC. AND SUBSIDIARIES
               CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
                    (in thousands, except per share amounts)
                                   (unaudited)


                                                  Three Months Ended December 31,  Nine Months Ended December 31,
                                                  -------------------------------  -------------------------------
                                                      2004             2003             2004            2003
                                                  --------------   --------------  ---------------  --------------
<S>                                                        <C>              <C>             <C>             <C>
Revenue:
Licensing and royalty revenue                        $       94        $      81       $      279       $     706
Battery and system sales                                  2,453            2,597            8,019           5,948
                                                  --------------   --------------  ---------------  --------------
Total revenues                                            2,547            2,678            8,298           6,654

Cost of sales:                                            4,305            4,526           11,858          12,424
                                                  --------------   --------------  ---------------  --------------
Gross profit (loss)                                      (1,758)          (1,848)          (3,560)         (5,770)

Operating expenses:
Research and product development                          1,962            2,411            5,597           6,302
Marketing                                                   859            1,218            3,146           3,474
General and administrative                                3,415            3,128            9,463           8,269
Depreciation and amortization                               154              286              713           1,844
(Gain) on sale of assets                                 (4,172)             (21)          (4,643)            (21)
Restructuring charge                                          -              926                -             926
Contract settlement charges, INI                            957                -              957           3,046
Contract settlement charges, other                          541                -              541               -
Asset impairment charge                                       -                -               87          13,660
                                                  --------------   --------------  ---------------  --------------
Total costs and expenses                                  3,716            7,948           15,861          37,500
                                                  --------------   --------------  ---------------  --------------

Operating loss                                           (5,474)          (9,796)         (19,421)        (43,270)

Minority interest in joint venture                            -                5                -               5
Cost of warrants                                              -             (181)               -            (181)
Interest and other income                                   114               99              265             264
Interest and other expense                               (1,064)          (1,027)          (3,135)         (3,052)
                                                  --------------   --------------  ---------------  --------------

Net loss                                                 (6,424)         (10,900)         (22,291)        (46,234)

Dividends on preferred stock                                 43               50              130             116
Preferred stock accretion                                   142              156              577             363
                                                  --------------   --------------  ---------------  --------------

Net loss available to common stockholders             $  (6,609)      $  (11,106)      $  (22,998)     $  (46,713)
                                                  ==============   ==============  ===============  ==============
Other comprehensive loss:
 Net loss                                             $  (6,424)      $  (10,900)      $  (22,291)     $  (46,234)
Change in foreign currency translation adjustments           90               67              121              61
                                                  --------------   --------------  ---------------  --------------
 Comprehensive loss                                   $  (6,334)      $  (10,833)      $  (22,170)     $  (46,173)
                                                  ==============   ==============  ===============  ==============

Net loss per share available to common stockholders   $   (0.08)      $    (0.15)      $    (0.29)     $    (0.65)
                                                  ==============   ==============  ===============  ==============

Shares used in computing net loss
per share available to common
stockholders, basic and diluted                          82,431           73,515           79,575          72,335
                                                  ==============   ==============  ===============  ==============


</TABLE>



The accompanying notes are an integral part of these condensed consolidated
financial statements.

                                       4
<PAGE>


                    VALENCE TECHNOLOGY, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)
                                   (unaudited)


<TABLE>
<CAPTION>
                                                      Nine Months Ended December 31,
                                                      --------------------------------
                                                           2004             2003
                                                      ---------------   --------------
<S>                                                   <C>              <C>
Cash flows from operating activities:
 Net loss                                                  $ (22,291)       $ (46,234)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization                                    713            1,844
Asset impairment charge                                           87           13,660
Contract settlement expenses                                     957            3,046
Contract settlement payment to INI                            (3,243)               -
Gain on sale of property, plant & equipment                   (4,065)               -
Restructuring charge                                               -              926
Cost of warrants                                                   -              181
Accretion of debt discount and other                             530              521
Interest income on stockholder note receivable                  (235)              69
Deferred compensation expense                                   (154)             524
Changes in operating and other assets and liabilities:
Trade receivables                                               (179)            (107)
Other current assets                                            (337)             582
Inventory                                                     (1,977)            (429)
Accounts payable                                               1,155             (426)
Accrued expenses and long-term interest                        4,467            2,734
Deferred revenue                                                (435)           1,470
                                                      ---------------   --------------
Net cash used in operating activities                        (25,007)         (21,639)
                                                      ---------------   --------------

Cash flows from investing activities:
Effect of deconsolidation of joint venture                      (913)               -
Purchases of property, plant & equipment                        (755)          (1,765)
Proceeds from sale of property, plant & equipment, net         8,996            2,685
                                                      ---------------   --------------
Net cash used in investing activities                          7,328              920
                                                      ---------------   --------------

Cash flows from financing activities:
Payment of long-term debt                                     (6,741)            (623)
Dividends paid                                                  (130)             (66)
Interest received on stockholder note receivable                 301                -
Proceeds from issuance of preferred stock,
net of issuance costs                                              -            9,416
Cost of exchange of preferred stock                              (28)               -
Proceeds from stock option exercises                             443              180
Proceeds from issuance of common stock,
net of issuance costs                                         26,005           12,533
                                                      ---------------   --------------
Net cash provided by financing activities                     19,850           21,440
                                                      ---------------   --------------
Effect of foreign exchange rates on cash
and cash equivalents                                             474              131
                                                      ---------------   --------------
Increase in cash and cash equivalents                          2,645              852
Cash and cash equivalents, beginning of period                 2,692            6,616
                                                      ---------------   --------------
 Cash and cash equivalents, end of period                  $   5,337        $   7,468
                                                      ===============   ==============

Supplemental Information:
Issuance of common stock to INI for grant payable          $   1,916        $       -


</TABLE>


The accompanying notes are an integral part of these condensed consolidated
financial statements.



                                       5
<PAGE>



                    VALENCE TECHNOLOGY, INC. AND SUBSIDIARIES
       CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                                 (in thousands)
                                   (unaudited)

<TABLE>
<CAPTION>


                                                                                 Notes                    Accumulated
                                                      Additional               Receivable                    Other
                                  Common Stock          Paid-in     Deferred      from      Accumulated   Comprehensive
                                     Shares    Amount   Capital   Compensation Stockholder    Deficit         Loss        Totals
                                  ---------  -------- ------------  ----------------------  ------------  ----------  -----------
<S>                                 <C>         <C>     <C>           <C>        <C>         <C>           <C>         <C>
Balances, March 31, 2003            71,723      $ 72    $ 366,518     $ (181)    $ (5,161)   $ (374,604)#  $ (4,162)   $ (17,518)
Sale of stock to private investors   3,664         4       12,991                                                         12,995
Exercise of stock options              247                    416                                                            416
Conversion of preferred stock          327                  1,391                                    (1)                   1,390
Modification of stock option                                  738       (738)                                                  -
Stock compensation                                             36        693                                                 729
Interest receivable from stockholder                                                 (277)                                  (277)
Payment of accrued interest on note
receivable from stockholder                                                           277                                    277
Dividends on preferred stock                                                                       (162)                    (162)
Issuance of common stock warrants                           1,132                                                          1,132
Accretion of warrants                                        (940)                                                          (940)
Net loss                                                                                        (54,957)                 (54,957)
Change in translation adjustment                                                                                121          121
                                  ---------  -------- ------------  ---------  -----------  ------------  ----------  -----------
Balances, March 31, 2004            75,961      $ 76    $ 382,282     $ (226)    $ (5,161)   $ (429,724)   $ (4,041)   $ (56,794)
                                  ---------  -------- ------------  ---------  -----------  ------------  ----------  -----------
Sale of stock to private investors   8,206      $  8    $  25,997                                                       $ 26,005
Issuance of stock to INI               539         1        1,915                                                          1,916
Exercise of stock options              227                    443                                                            443
Modification of stock option                                 (415)       415                                                   -
Stock compensation                                            144       (298)                                               (154)
Interest receivable from stockholder                                                 (235)                                  (235)
Payment of accrued interest on note
receivable from stockholder                                                           301                                    301
Dividends on preferred stock                                                                       (130)                    (130)
Accretion of warrants                                        (578)                                                          (578)
Net loss                                                                                        (22,291)                 (22,291)
Change in translation adjustment                                                                                121          121
                                  ---------  -------- ------------  ---------  -----------  ------------  ----------  -----------
Balances, December 31, 2004         84,933      $ 85    $ 409,788     $ (109)    $ (5,095)   $ (452,146)#  $ (3,920)   $ (51,397)
                                  =========  ======== ============  =========  ===========  ============  ==========  ===========

</TABLE>





The accompanying notes are an integral part of these condensed consolidated
financial statements.



                                       6
<PAGE>



                    VALENCE TECHNOLOGY, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2004
                                   (Unaudited)

1.   INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:

     These interim condensed consolidated financial statements are unaudited but
     reflect, in the opinion of management, all normal recurring adjustments
     necessary to present fairly the financial position of Valence Technology,
     Inc. and its subsidiaries (the "Company") as of December 31, 2004, its
     consolidated results of operations for each of the three- and nine-month
     periods ended December 31, 2004 and December 31, 2003, and the consolidated
     cash flows for each of the nine- month periods ended December 31, 2004 and
     December 31, 2003. Because all the disclosures required by generally
     accepted accounting principles are not included, these interim condensed
     consolidated financial statements should be read in conjunction with the
     audited financial statements and notes thereto in the Company's Annual
     Report on Form 10-K as of and for the year ended March 31, 2004. The
     results for the three- and nine-month periods ended December 31, 2004 are
     not necessarily indicative of the results to be expected for the entire
     fiscal year ending March 31, 2005. The year-end condensed consolidated
     balance sheet data as of March 31, 2004 was derived from audited financial
     statements, but does not include all disclosures required by generally
     accepted accounting principles.

2.   BUSINESS AND BUSINESS STRATEGY:

     Valence Technology, Inc. (with its subsidiaries, "the Company") was founded
     in 1989. From 1989 through 2000, the Company's efforts were focused on
     developing and acquiring battery technologies. With the appointment of
     Stephan B. Godevais as its Chief Executive Officer and President, the
     Company initiated the transition of its business by broadening its
     marketing and sales efforts to take advantage of its strengths in research
     and development. With this strategic shift, the Company has commercialized
     the industry's first phosphate-based lithium-ion technology and brought to
     market several products utilizing this technology. The Company's mission is
     to drive the wide adoption of high-performance, safe, low-cost energy
     storage systems by drawing on the numerous benefits of its latest battery
     technology, the extensive experience of its management team, and the
     significant market opportunity available to it.

     In February 2002, the Company unveiled its Saphion(R) technology, a
     lithium-ion technology which utilizes a phosphate-based cathode material.
     The Company believes that by incorporating a phosphate-based cathode
     material, its Saphion(R) technology is able to offer greater thermal and
     electrochemical stability than traditional lithium-ion technologies. The
     Company believes that the safety characteristics of Saphion(R) technology
     will enable it to be designed into a wide variety of products in both
     existing lithium-ion markets, but primarily in markets not served by
     current lithium-ion solutions. These markets and products include, among
     others, electric vehicles, personal transport (e-bikes, wheelchairs,
     scooters), backup power systems for the telecom and utility industry and
     home appliances.

     The Company's business plan and strategy focus on the generation of revenue
     from a combination of product sales and licensing activities, while
     minimizing costs through a manufacturing plan that utilizes partnerships
     with contract manufacturers and internal manufacturing efforts through its
     newly-formed Wholly Foreign-Owned Enterprises ("WFOE") in China. These
     WFOE's are expected to start operations by the end of fiscal 2005. The
     market for Saphion(R) technology will be developed by offering existing and
     new solutions that differentiate the Company's products and its customers'
     products in both the large-format and small-format markets through the
     Company's own product launches, such as the N-Charge(TM) Power System,
     K-Charge(TM) Power System, and U-Charge(TM) Power System, and through
     products designed by others. In addition, the Company will seek to expand
     the fields of use of its Saphion(R) technology through the licensing of its
     intellectual property related to its battery chemistries and manufacturing
     processes.

3.   LIQUIDITY AND CAPITAL RESOURCES:

     At December 31, 2004, the Company's principal sources of liquidity were
     cash and cash equivalents of $5.3 million and $12 million remaining under
     the $20 million backup equity funding commitment entered into in June 2004
     with Mr. Carl Berg. The commitment allows the Company to request Mr. Berg
     or an affiliate company to purchase shares of common stock from time to
     time at the average closing bid price of the stock for the five days prior
     to the purchase date. This commitment can be reduced by Mr. Berg by the
     amount of net proceeds received by the Company from the sale of building or
     equipment from the Company's Mallusk, Northern Ireland facility or the
     amount of net proceeds in a debt or equity transaction, and may be
     increased if necessary under certain



                                       7
<PAGE>


     circumstances. Since June 2004, the Company has received net proceeds from
     these transactions in an aggregate amount equal to $10.6 million. As of the
     date hereof, Mr. Berg has not requested that his commitment be reduced by
     this amount.

     At December 31, 2004, the Company had $4.3 million of Series C-1
     Convertible Preferred Stock and $4.3 million of Series C-2 Convertible
     Preferred Stock outstanding. The Series C-1 Convertible Preferred Stock and
     Series C-2 Convertible Preferred Stock are convertible into common stock at
     $4.00 per share and are redeemable on December 15, 2005 (subject to an
     early right of redemption in the case of the Series C-2 Convertible
     Preferred Stock during the 30 days following June 15, 2005 and September
     15, 2005). If the shares are not converted by the holder thereof prior to
     their dates for redemption, the Company will need to renegotiate the terms
     of the Series C-1 Convertible Preferred Stock and Series C-2 Convertible
     Preferred Stock or arrange financing to fund the redemption. The Company
     may not be able to renegotiate the terms or raise additional financing on
     terms that would be favorable to the Company or at all.

     On December 21, 2004, the Company reached an agreement with Invest Northern
     Ireland, or INI, formerly the Northern Ireland Industrial Development
     Board, or IDB, to settle all outstanding liabilities pursuant to the 1993
     letter of offer and other related agreements. At December 31, 2004, there
     was a remaining outstanding cash obligation under the settlement agreement
     of (pound)307,000 ($589,000), which has been subsequently funded with
     proceeds from equipment sales.

     Currently, the Company does not have sufficient sales and gross profit to
     generate the cash flows required to meet the Company's operating and
     capital needs, and fund the redemption of the Company's Series C-1
     Convertible Preferred Stock and Series C-2 Convertible Preferred Stock.
     Therefore, the Company depends upon its ability to periodically arrange for
     additional equity or debt financing to meet its liquidity requirements.
     Unless the Company's product sales are greater than management currently
     forecasts or there are other changes to the Company's business plan, the
     Company will need to arrange for additional financing within the next 12
     months to fund its operating and capital needs. This financing could take
     the form of debt or equity. Given the Company's historical operating
     results, the stage of development of its products and the amount or its
     existing debt, as well as the other factors described under the section
     titled "Risk Factors," the Company may not be able to arrange for debt or
     equity financing from third parties on favorable terms or at all.

     The Company's cash requirements may vary materially from those now planned
     because of changes in the Company's operations, including the failure to
     achieve expected revenues, greater than expected expenses, changes in OEM
     relationships, market conditions, the failure to timely realize the
     Company's product development goals, and other adverse developments. In
     addition, the Company is subject to contingent obligations, including the
     possible redemption of its outstanding Series C-1 Convertible Preferred
     Stock and Series C-2 Convertible Preferred Stock in December 2005, which
     could have a negative impact on the Company's available liquidity sources
     during the next 12 months.

4.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

     REVENUE RECOGNITION:

     Revenues are generated from sales of products including batteries and
     battery systems, and from licensing fees and royalties per technology
     license agreements. Product sales are recognized when all of the following
     criteria are met: persuasive evidence of an arrangement exists, delivery
     has occurred, seller's price to the buyer is fixed and determinable, and
     collectibility is reasonably assured. Product shipments that are not
     recognized as revenue during the period shipped, primarily product
     shipments to resellers that are subject to right of return, are recorded as
     deferred revenue and reflected as a liability on the Company's balance
     sheet. For reseller shipments where revenue recognition is deferred, the
     Company records revenue based upon resellers' supplied reporting of sales
     to end customers or upon their inventory reporting. For direct customers,
     the Company estimates a return percentage based upon its historical
     experience, reviewed on a quarterly basis. Customer rebates and other price
     adjustments are recognized as incurred. Licensing fees are recognized as
     revenue upon completion of an executed agreement and delivery of licensed
     information, if there are no significant remaining vendor obligations and
     collection of the related receivable is reasonably assured. Royalty
     revenues are recognized upon licensee revenue reporting and when
     collectibility is reasonably assured.

     IMPAIRMENT OF LONG-LIVED ASSETS:

     The Company performs a review of long-lived tangible and intangible assets
     for impairment whenever events or changes in circumstances indicate that
     the carrying amount of an asset may not be recoverable. Recoverability of



                                       8
<PAGE>


     these assets is measured by comparison of their carrying amounts to future
     undiscounted cash flows that the assets are expected to generate. If
     long-lived assets are considered to be impaired, the impairment to be
     recognized equals the amount by which the carrying value of the assets
     exceeds its fair value and is recorded in the period the determination was
     made.

     EXIT COSTS:

     The Company recognizes liabilities for costs associated with exit or
     disposal activities at fair value in the period during which the liability
     is incurred. Costs associated with exit or disposal activities are included
     in restructuring charges.

     STOCK-BASED COMPENSATION:

     The Company accounts for equity instruments issued to non-employees in
     accordance with the provisions of SFAS No. 123 ("SFAS 123"), "Accounting
     for Stock-Based Compensation," as amended by SFAS No. 148 ("SFAS 148"),
     "Accounting for Stock-Based Compensation - Transition and Disclosure - an
     Amendment of FASB Statement No. 123," and consensus of the Emerging Issues
     Task Force No. 96-18, "Accounting for Equity Instruments with Variable
     Terms That Are Issued for Consideration Other Than Employee Services." The
     Company accounts for stock-based employee compensation arrangements in
     accordance with the provisions of Accounting Principles Board Opinion No.
     25 ("APB No. 25"), "Accounting for Stock Issued to Employees" and complies
     with the disclosure provisions of SFAS 123, as amended by SFAS 148. Had
     compensation expense for the stock plans been determined based on the fair
     value at the grant date for options granted in the third quarter and the
     first nine months of fiscal 2005 and 2004 consistent with the provisions of
     SFAS 123, as amended by SFAS 148, the pro forma net loss would have been
     reported as follows (in thousands):

<TABLE>
<CAPTION>
                                                   Three Months Ended         Nine Months Ended
                                                      December 31                 December 31
                                                --------------------------   --------------------
                                                    2004         2003          2004      2003
                                                --------------------------   --------------------
<S>                                                 <C>         <C>          <C>       <C>
Net loss available to common stockholders
 - as reported                                      $ (6,609)   $ (11,106)   $ (22,998)$ (46,713)
Add: stock-based compensation expense                 (1,024)        (461)      (3,071)   (1,382)
                                                --------------------------   --------------------
Net loss available to common stockholders
- pro forma                                           (7,633)     (11,567)     (26,069)  (48,095)
Net loss available to common stockholders per share
 - as reported                                         (0.08)       (0.15)       (0.29)    (0.65)
Net loss available to common stockholders,
 basic and diluted, pro forma                          (0.09)       (0.17)       (0.33)    (0.70)


</TABLE>

     The fair value of each option grant is estimated at the date of grant using
     the Black-Scholes pricing model with the following weighted average
     assumptions for grants in the first nine months of fiscal 2005 and 2004:

                                     2005       2004
                                 -----------------------
          Risk-free interest rate   3.62%       2.46%
          Expected life           5.00 years  5.00 years
          Volatility               103.14%     109.82%
          Dividend yield              -            -


     RECENT ACCOUNTING PRONOUNCEMENTS:

     In April 2003, SFAS No. 149 ("SFAS 149"), "Amendments of Statement 133 on
     Derivative Instruments and Hedging Activities," was issued, which amends
     and clarifies financial accounting and reporting for derivative
     instruments, including certain derivative instruments embedded in other
     contracts (collectively referred to as derivatives) and for hedging
     activities under FASB Statement No. 133, "Accounting for Derivative
     Instruments and Hedging Activities." The Company adopted SFAS 149 in its
     second quarter of fiscal year 2004. The adoption did not have a significant
     impact on its financial statements.


                                       9
<PAGE>



     In May 2003, SFAS No. 150 ("SFAS 150"), "Accounting for Certain Financial
     Instruments with Characteristics of Both Liabilities and Equity," was
     issued, which establishes standards for how an issuer classifies and
     measures certain financial instruments with characteristics of both
     liabilities and equity. The Company adopted SFAS 150 in its first quarter
     of fiscal year 2004.

     In May 2003, FIN 46, "Consolidation of Variable Interest Entities," was
     issued, which clarifies the application of Accounting Research Bulletin No.
     51, "Consolidated Financial Statements," to certain entities in which
     equity investors do not have the characteristics of a controlling financial
     interest or do not have sufficient equity at risk for the entity to finance
     its activities without additional subordinated financial support from other
     parties. In December 2003, FIN 46 R, "Consolidation of Variable Interest
     Entities," was issued, which clarified and replaced FIN 46. The Company
     adopted FIN 46 in its second quarter of fiscal year 2004, and FIN 46 R in
     the fourth quarter of its fiscal year 2004, and the adoption of FIN 46 and
     FIN 46 R did not have a material impact on its financial statements.

     NET LOSS PER SHARE:

     Net loss per share is computed by dividing the net loss available to common
     stockholders by the weighted average shares of common stock outstanding
     during the period. The dilutive effect of the options and warrants to
     purchase common stock are excluded from the computation of diluted net loss
     per share, since their effect is antidilutive. The antidilutive instruments
     excluded from the diluted net loss per share computation for the three- and
     nine-month periods ended December 31, 2004 and 2003 were as follows:


                                                     Three and Nine Months Ended
                                                             December 31,
                                                        2004          2003
                                                     -----------   ------------
Shares reserved for conversion of Series C preferred
 stock                                                2,152,500      2,353,000
Common stock options                                  9,698,000      8,636,000
Warrants to purchase common stock                     1,896,000      2,375,000
                                                     -----------   ------------
Total                                                13,746,500     13,364,000
                                                     ===========   ============

5.   FINANCING:

     On April 19, 2004, the Company drew down $3 million from its equity
     commitment with Mr. Carl Berg. Under the terms of the equity commitment,
     the Company issued West Coast Venture Capital, Inc., an affiliate of Mr.
     Berg, 710,900 shares of its restricted common stock at the average closing
     bid price of the stock for the five days prior to the purchase date.

     On May 24, 2004, the Company drew down $3 million from its equity
     commitment with Mr. Carl Berg. Under the terms of the equity commitment,
     the Company issued West Coast Venture Capital, Inc., an affiliate of Mr.
     Berg, 829,187 shares of its restricted common stock at the average closing
     bid price of the stock for the five days prior to the purchase date.

     On June 28, 2004, the Company drew down $3 million from its equity
     commitment with Mr. Carl Berg. Under the terms of the equity commitment,
     the Company issued West Coast Venture Capital, Inc., an affiliate of Mr.
     Berg, 877,193 shares of its restricted common stock at the average closing
     bid price of the stock for the five days prior to the purchase date.

     On July 27, 2004, the Company drew down $2 million from its equity
     commitment with Mr. Carl Berg. Under the terms of the equity commitment,
     the Company issued West Coast Venture Capital, Inc., an affiliate of Mr.
     Berg, 728,332 shares of its restricted common stock at the average closing
     bid price of the stock for the five days prior to the purchase date.

     On September 1, 2004, the Company drew down $3 million from its equity line
     of credit with Mr. Carl Berg. Under the terms of the equity commitment, the
     Company issued West Coast Venture Capital, Inc., an affiliate of Mr. Berg,
     1,050,420 shares of its restricted common stock at the average closing bid
     price of the stock for the five days prior to the purchase date.



                                       10
<PAGE>


     On September 30, 2004, the Company drew down $2 million from its equity
     line of credit with Mr. Carl Berg. Under the terms of the equity
     commitment, the Company issued West Coast Venture Capital, Inc., an
     affiliate of Mr. Berg, 623,052 shares of its restricted common stock at the
     average closing bid price of the stock for the five days prior to the
     purchase date.

     On November 3, 2004, the Company drew down $3 million from its equity line
     of credit with Mr. Carl Berg. Under the terms of the equity commitment, the
     Company issued West Coast Venture Capital, Inc., an affiliate of Mr. Berg,
     911,854 shares of its restricted common stock at the average closing bid
     price of the stock for the five days prior to the purchase date.

     On November 30, 2004, the Company entered into a securities purchase
     agreement and subsequently raised $7.5 million (net proceeds of $7.0
     million) through the private placement of common stock. The Company sold
     2,475,248 shares of its common stock under the agreement pursuant to a
     registration statement filed with the Securities and Exchange Commission on
     August 20, 2001.

     On November 30, 2004, the Company entered into an amendment and exchange
     agreement to exchange all of the outstanding 861 shares of the Company's
     Series C Convertible Preferred Stock, representing $8.6 million of
     principal. The Series C Convertible Preferred Stock was exchanged for 431
     shares of Series C-1 Convertible Preferred Stock, with a stated value of
     $4.3 million, and 430 shares of Series C-2 Convertible Preferred Stock,
     with a stated value of $4.3 million. Under the terms of the Company's new
     Series C-1 Convertible Preferred Stock and Series C-2 Convertible Preferred
     Stock, the preferred stock is convertible into common stock at $4.00 per
     share, carry a 2% annual dividend rate, payable quarterly in cash or shares
     of common stock, and mature on December 15, 2005. The new series of
     preferred stock are identical in all respects except that the holder of the
     Series C-2 Convertible Preferred Stock will have the right to require the
     Company to redeem the Series C-2 Convertible Preferred Stock at any time
     during the 30 days following June 15, 2005 and September 15, 2005. The
     Company has the right to convert the preferred stock if the average of the
     volume weighted average price of the Company's common stock for a ten-day
     trading period is at or above $6.38 per share.

6.   INVENTORY:

     Inventory consisted of the following (in thousands) at:

                   December 31, 2004   March 31, 2004
                   ----------------  -----------------

Raw materials       $     306            $   317
Work in process         1,982              1,330
Finished goods          3,007              1,671
                   ----------------  -----------------
                    $   5,295            $ 3,318
                   ================  =================


7.   PROPERTY, PLANT, AND EQUIPMENT:

     Property, plant, and equipment, net of accumulated depreciation and
     impairment consisted of the following (in thousands) at:


                                      December 31, 2004    March 31, 2004
                                     -----------------    ----------------

Building and land                        $         -         $     15,726
Leasehold improvements                            78                   50
Machinery and equipment                       12,384               13,609
Office and computer equipment                  1,287                  960
Construction in progress                           -                2,490
                                     -----------------    ----------------
Total cost                                    13,749               32,835
Less: accumulated depreciation                (6,744)             (15,451)
Less: impairment                              (5,253)              (5,166)
                                     -----------------    ----------------
Total cost, net of depreciation          $     1,752               12,218
                                     =================    ================



                                       11
<PAGE>

     On August 13, 2003, the Company announced successful qualification of its
     OEM manufacturer in China, ATL, for Saphion(R) products. Additionally, the
     Company announced its plans to transition manufacturing from its Northern
     Ireland facility to China and other low-cost geographic regions. As of
     December 31, 2003, the Company had completed the transition of
     manufacturing to ATL and other manufacturers, and all production at the
     Northern Ireland facility had ceased. Following the cessation of production
     operations in the Northern Ireland facility, during the first half of
     fiscal 2005, the Company was engaged in preparing the Northern Ireland
     facility for sale. On December 22, 2004, the Company completed the sale of
     its Northern Ireland facility. The facility was sold for $9.171 million
     ((pound)5.0 million) and the proceeds were used to pay off the two
     outstanding mortgages held on the facility for $6.2 million, closing and
     clean-up costs of $479,000, and $2.9 million of a portion of the Company's
     obligations under a contract settlement agreement. (See Note 11, Settlement
     Agreement). As of the closing date of the transaction, the cost of the land
     and building was $12.596 million and the accumulated depreciation on the
     building was $7.665 million, for a net cost of $4.931 million. Transaction
     costs of the asset sale were $175,000; therefore the Company recorded a
     gain on the sale of the facility in the amount of $4.065 million during the
     third quarter.


8.   INTELLECTUAL PROPERTY:

     Intellectual property consisting of stacked battery construction technology
     acquired from Telcordia Technologies, Inc. in December 2000 is amortized
     over the remaining five years of its useful life. Intellectual property,
     net of accumulated amortization and impairment, consisted of the following
     (in thousands) at:

<TABLE>
<CAPTION>
                                                  December 31, 2004     March 31, 2004
                                                  -----------------   -----------------
<S>                                               <C>                 <C>
Intellectual property before impairment                   $ 13,602            $ 13,602
Less: accumulated amortization                              (4,680)             (4,594)
Less: Impairment                                            (8,494)             (8,494)
                                                  -----------------   -----------------
Intellectual property, net                                $    428            $    514
                                                  =================   =================


</TABLE>


     Amortization expense for each of the three-month periods ended December 31,
     2004 and 2003 was approximately $29,000. Amortization expense for the
     nine-month periods ended December 31, 2004 and 2003 was $86,000 and
     $754,000, respectively. Amortization expense on intellectual property at
     December 31, 2004 will be $29,000 for the remaining three months of fiscal
     2005 and will be $114,000 in fiscal years 2006 through 2008, and $58,000
     for fiscal 2009.

9.   DEBT TO STOCKHOLDER:


     (in thousands)              December 31, 2004    March 31, 2004
                                 -----------------    --------------
     2001 Loan balance                    $20,000           $20,000
     1998 Loan balance                     14,950            14,950
     Unaccreted debt discount                (471)           (1,001)
                                 -----------------    --------------
     Balance                              $34,479           $33,949
                                 =================    ==============

     In October 2001, the Company entered into a loan agreement ("2001 Loan")
     with Berg & Berg. Under the terms of the agreement, Berg & Berg agreed to
     advance the Company funds of up to $20 million between the date of the
     agreement and December 31, 2003. Interest on the 2001 Loan accrues at 8.0%
     per annum, payable from time to time. On October 21, 2004 Berg & Berg
     agreed to extend the maturity date for the loan principal and interest from
     September 30, 2005 to September 30, 2006. On November 8, 2002, the Company
     and Berg & Berg amended an affirmative covenant in the agreement to
     acknowledge The Nasdaq SmallCap Market as an acceptable market for the
     listing of the Company's common stock. As of December 31, 2004, accrued
     interest on the loan totaled $4.686 million, which is included in long-term
     interest. In conjunction with the 2001 Loan, Berg & Berg received a warrant
     to purchase 1,402,743 shares of the Company's common stock at the price of
     $3.208 per share. The warrant was exercisable beginning on the date it was
     issued and will expire on August 30, 2005. The fair value assigned to these
     warrants, totaling approximately $2.768 million, has been reflected as
     additional consideration for the debt financing, recorded as a discount on
     the debt and accreted as interest expense over the life of the loan. The
     warrants were valued using the Black-Scholes valuation method using the
     assumptions of a life of 47 months, 100% volatility,


                                       12
<PAGE>


     and a risk free rate of 5.5%. Through December 31, 2004, a total of
     approximately $2.297 million has been accreted and included as interest
     expense. The amounts charged to interest expense on the outstanding balance
     of the loan for each of the three-month periods ended December 30, 2004 and
     2003 was $409,000. Interest expense for each of the nine-month periods
     ended December 31, 2004 and 2003 was $1.222 million. Interest payments on
     the loan are currently being deferred, and are recorded as long-term
     interest.

     In July 1998, the Company entered into an amended loan agreement ("1998
     Loan") with Berg & Berg that allows the Company to borrow, prepay and
     re-borrow up to $10 million principal under a promissory note on a
     revolving basis. In November 2000, the 1998 Loan agreement was amended to
     increase the maximum amount to $15 million. As of December 31, 2004, the
     Company had an outstanding balance of $14.95 million under the 1998 Loan
     agreement. The loan bears interest at one percent over the lender's
     borrowing rate (approximately 9.0% at December 31, 2004). On October 21,
     2004, the parties agreed to extend the loan's maturity date from September
     30, 2005 to September 30, 2006. On November 8, 2002, the Company and Berg &
     Berg amended an affirmative covenant in the agreement to acknowledge The
     Nasdaq SmallCap Market as an acceptable market for the listing of the
     Company's common stock. As of December 31, 2004, accrued interest on the
     loan totaled $7.114 million, which is included in long-term interest. In
     fiscal 1999, the Company issued warrants to purchase 594,031 shares of
     common stock to Berg & Berg in conjunction with the 1998 Loan agreement, as
     amended. The warrants expired on June 16, 2004. The warrants were valued
     using the Black-Scholes valuation method and had an average weighted fair
     value of approximately $3.63 per warrant at the time of issuance. The fair
     value of these warrants, totaling approximately $2.159 million, has been
     reflected as additional consideration for the debt financing, recorded as a
     discount on the debt and accreted as interest expense to be amortized over
     the life of the line of credit. As of December 31, 2004, a total of $2.159
     million had been accreted. The amount charged to interest expense for each
     of the three-month periods ended December 31, 2004 and 2003 was $339,000.
     Interest expense for each of the nine-month periods ended December 31, 2004
     and 2003 was $1.013 million. Interest payments on the loan are currently
     being deferred, and are recorded as long-term interest.

10.  COMMITMENTS AND CONTINGENCIES:

     WARRANTIES:

     The Company has established a warranty reserve in connection with the sale
     of N-Charge(TM) Power Systems covering a 12-month warranty period during
     which the Company would provide a replacement unit to any customer
     returning a purchased product because of a product performance issue. The
     Company has also established a warranty reserve in relation to the sale of
     its K-Charge(TM) Power Systems and its U-Charge(TM) Power Systems. In
     addition, the Company has established a reserve for its 30-day right of
     return policy under which a direct customer may return a purchased
     N-Charge(TM) Power System. The Company has estimated its right of return
     liability as 5% of the previous month's direct N-Charge(TM) Power System
     sales. The total warranty liability as of December 31, 2004 is $1.445
     million.

     Product warranty liabilities for the nine-month period ended December 31,
     2004 and the year ended March 31, 2004 are as follows (in thousands):


                      December 31, 2004  March 31, 2004
                     -----------------  -----------------

Beginning balance       $    490           $     123
Less: claims                (588)               (445)
Less: returns                (26)                (34)
Plus: accruals             1,569                 846
                     ------------------------------------
Ending balance          $  1,445           $     490
                     ====================================


     LITIGATION:

     The Company is subject to various claims and litigation in the normal
     course of business. Any contingent liabilities are recorded on a gross
     basis if probable and estimable. In the opinion of management, all pending
     legal matters are either covered by insurance or, if not insured, will not
     have a material adverse impact on the Company's consolidated financial
     statements.



                                       13
<PAGE>


11.  SETTLEMENT AGREEMENT:

     Since 1994, pursuant to a letter of offer, the Company received employment
     and capital grants from the Ireland Development Board, now known as Invest
     Northern Ireland, or INI, for its Mallusk, Northern Ireland manufacturing
     facility, totaling (pound)9.0 million. Under certain circumstances, INI had
     the right to reclaim a portion of these grants and had a security interest
     in the facility's land, building, and equipment. On December 21, 2004, the
     Company and INI entered into a settlement agreement pursuant to which INI
     agreed to release the Company of all outstanding claims and other
     obligations owing to INI in connection with grants previously provided to
     the Company. Under the terms of the settlement agreement the Company agreed
     to pay INI (pound)3 million consisting of a (pound)2 million payment in
     cash and a (pound)1 million payment in common stock. On December 6, 2004,
     the Company funded an initial payment of (pound)150,000 and used the net
     proceeds from the sale of the Company's Northern Ireland manufacturing
     facility to fund an additional (pound)1.54 million. The Company expects to
     utilize net proceeds from equipment sales to fund the remaining
     (pound)307,000 ($589,000) related to the cash portion of the settlement,
     which is required to be paid within six months from the date of the
     agreement. In addition, in order to fund the (pound)1 million common stock
     payment the Company issued 539,416 shares of common stock, equivalent to
     $3.60 per share. In connection with this final settlement, the Company
     recorded an additional charge of $957,000 during the third quarter.

12.  REDEEMABLE CONVERTIBLE PREFERRED STOCK:

     On June 2, 2003, the Company issued 1,000 shares of Series C Convertible
     Preferred Stock and warrants to purchase the Company's common stock for
     $10,000 per share, raising net proceeds of $9.416 million. On January 22,
     2004, the holder of the Series C Convertible Preferred Stock converted 139
     of its 1,000 shares with the principal amount of $1.39 million, including
     accrued and unpaid dividends, into 327,453 shares of the Company's common
     stock at the conversion price of $4.25 per share. On November 30, 2004, the
     Company entered into an amendment and exchange agreement to exchange all of
     the outstanding 861 shares of the Company's Series C Convertible Preferred
     Stock, representing $8.6 million of principal. The Series C Convertible
     Preferred Stock was exchanged for 431 shares of Series C-1 Convertible
     Preferred Stock, with a stated value of $4.3 million, and 430 shares of
     Series C-2 Convertible Preferred Stock, with a stated value of $4.3
     million. Under the terms of the Company's new Series C-1 Convertible
     Preferred Stock and Series C-2 Convertible Preferred Stock, the preferred
     stock is convertible into common stock at $4.00 per share, carry a 2%
     annual dividend rate, payable quarterly in cash or shares of common stock,
     and mature on December 15, 2005. The new series of preferred stock are
     identical in all respects except that the holder of the Series C-2
     Convertible Preferred Stock will have the right to require the Company to
     redeem the Series C-2 Convertible Preferred Stock at any time during the 30
     days following June 15, 2005 and September 15, 2005. The Company has the
     right to convert the preferred stock if the average of the volume weighted
     average price of the Company's common stock for a ten-day trading period is
     at or above $6.38 per share.

     In connection with the issue of the initial issuance of the Series C
     Convertible Preferred Stock, the Company issued to the Series C Convertible
     Preferred Stock holder a warrant to purchase 352,900 shares of the
     Company's common stock. The warrant is exercisable at a purchase price of
     $5.00 per share and expires in June 2008. The warrant was valued using the
     Black-Scholes valuation model. The warrant was recorded to additional paid
     in capital at its relative fair value to the Series C Convertible Preferred
     Stock at $933,000. Accretion to the remaining redemption value of $8.6
     million was recorded over the eighteen-month period of the Series C
     Convertible Preferred Stock ending December 2, 2004.

13.  RELATED PARTY TRANSACTIONS:

     In June 2004, Mr. Carl Berg, a director and stockholder in the Company,
     agreed to provide an additional $20 million backup equity funding
     commitment. This additional funding commitment will come in the form of an
     equity line of credit and will allow the Company to request Mr. Berg to
     purchase shares of common stock from time to time at the average closing
     bid price of the stock for the five days prior to the purchase date. As of
     December 31, 2004, the Company has drawn down $8 million of this
     commitment. This commitment can be reduced by the amount of net proceeds
     received from the sale of the building or equipment from the Company's
     Mallusk, Northern Ireland facility or the amount of net proceeds in a debt
     or equity transaction, and may be increased if necessary under certain
     circumstances. As of the date of this report, Mr. Berg has not requested
     that his commitment be reduced.

     On January 1, 1998, the Company granted Mr. Lev Dawson, the Company's then
     Chairman of the Board, Chief Executive Officer and President, an incentive
     stock option to purchase 39,506 shares, which was granted pursuant to the
     Company's 1990 Plan (the "1990 Plan"). Also, the Company granted Mr. Dawson
     an option to purchase



                                       14
<PAGE>



     660,494 shares pursuant to the Company's 1990 Plan, and an option to
     purchase 300,000 shares was granted outside of any equity plan of the
     Company, neither of which were incentive stock options (the "Nonstatutory
     Options"). The exercise price of all three options is $5.0625 per share,
     the fair market value on the date of the grant. The Compensation Committee
     of the Company approved the early exercise of the Nonstatutory Options on
     March 5, 1998. The options permitted exercise by cash, shares, full
     recourse notes or non-recourse notes secured by independent collateral. The
     Nonstatutory Options were exercised on March 5, 1998 with non-recourse
     promissory notes in the amounts of $3,343,750 ("Dawson Note One") and
     $1,518,750 ("Dawson Note Two") (collectively, the "Dawson Notes") secured
     by the shares acquired upon exercise plus 842,650 shares previously held by
     Mr. Dawson. As of December 31, 2004, amounts of $3.520 million and $1.599
     million were outstanding under Dawson Note One and Dawson Note Two,
     respectively, and under each of the Dawson Notes, interest from the
     issuance date accrues on unpaid principal at the rate of 5.77% per annum,
     or at the maximum rate permissible by law, whichever is less.

     In accordance with the Dawson Notes, interest is payable annually in
     arrears and has been paid through March 4, 2004.

14.  SEGMENT AND GEOGRAPHIC INFORMATION:

     The Company's chief operating decision maker is its Chairman and Chief
     Executive Officer, who reviews operating results to make decisions about
     resource allocation and to assess performance. The Company's chief
     operating decision maker views results of operations of a single operating
     segment, the development and marketing of the Company's Saphion(R)
     technology. The Company's Chairman and Chief Executive Officer has
     organized the Company functionally to develop, market, and manufacture
     Saphion(R) products.

     Long lived asset information by geographic area at December 31, 2004 and
     March 31, 2004 is as follows (in thousands):

                           December 31, 2004    March 31, 2004
                           -----------------   ----------------
          United States         $     1,201        $     1,656
          International                 979             11,076
                           -----------------   ----------------
          Total                 $     2,180        $    12,732
                           =================   ================


     Revenues by geographic area for the three- and nine-month periods ended
     December 31, 2004 and 2003 are as follows (in thousands):


<TABLE>
<CAPTION>
                  Three Months Ended December 31,      Nine Months Ended December 31,
                  ---------------------------------    --------------------------------
                       2004             2003                2004             2003
                  ---------------- ----------------    ---------------  ---------------
<S>                 <C>              <C>                <C>              <C>
United States              $2,272           $2,115             $7,510           $4,932
International                 275              563                788            1,722
                  ---------------- ----------------    ---------------  ---------------
Total                      $2,547           $2,678             $8,298           $6,654
                  ================ ================    ===============  ===============


</TABLE>


15.  JOINT VENTURE:

     On July 9, 2003, Baoding Fengfan - Valence Battery Company, a joint
     venture between the Company and Fengfan Group, Ltd. ("Fengfan") was formed
     as a corporation in China. The purpose of the joint venture was to provide
     low-cost manufacturing of the Company's Saphion(R) Lithium-ion batteries.
     Under the terms of the joint venture agreement, the Company was to
     contribute 51% of the joint venture's registered capital, consisting of
     capital equipment, a nonexclusive license to its technology, and
     engineering expertise. Fengfan was to contribute 49% of the joint venture's
     registered capital, consisting of the cash required to fund the joint
     venture for the first two years, and also to acquire the land and facility
     needed for manufacturing operations. As a result of the Company's 51%
     ownership of the joint venture, its right to name the majority of the joint
     venture's board of directors, and its right to name the Chief Executive
     Officer, as of March 31, 2004, the Company's consolidated financial
     statements included the consolidation of the balance sheet, results of
     operations, and cash flows of the joint venture.

     As of March 31, 2004, the Company's consolidated financial statements
     included the consolidation of the balance sheet, results of operations, and
     cash flows of the joint venture. As a result of the Company's loss of
     control over the



                                       15
<PAGE>


     joint venture, and its initiation of actions to enforce its rights, the
     Company is accounting for its investment in the joint venture under the
     cost method with no further recognition of assets, liabilities, operating
     results, and cash flows until such time as the terms of termination and
     liquidation of the joint venture are concluded.

     On November 17, 2004, the Company, Baoding Fengfan Group Limited Liability
     Company, Ltd. ("Fengfan") and Baoding Fengfan - Valence Battery Company,
     Ltd. (the "JV Company") entered into a settlement agreement (the "JV
     Settlement Agreement"). Under the terms of the JV Settlement Agreement, the
     parties agreed to liquidate and dissolve the JV Company, terminate the JV
     Company contracts and fully settle any and all remaining obligations among
     the parties. The Company agreed to make compensation payments to the JV
     Company and to Fengfan totaling $224,417 and to make equipment purchases
     from the JV Company totaling $275,583. To date the Company has made
     compensation payments of $22,442 and payments to purchase equipment
     totaling $76,302. The Company recorded a contract settlement charge of
     $224,417 for the compensation payments and will capitalize equipment
     purchases as the payments are made.

16.  IMPAIRMENT CHARGE:

     An impairment charge of approximately $13.7 million was recorded during the
     fiscal quarter ended September 30, 2003. The charge was recorded pursuant
     to FASB Statement No. 144, Accounting for Impairment or Disposal of
     Long-Lived Assets. During the second quarter of fiscal 2004, the Company
     completed qualification of its OEM manufacturer in China, Amperex
     Technology Limited (ATL), for Saphion(R) products. In addition, the
     Company announced the formation of a manufacturing joint venture in China
     with Fengfan Group, Ltd. The Company has transitioned all manufacturing
     from its Northern Ireland facility to China and other low-cost
     manufacturing regions as of December 31, 2003. The Northern Ireland
     facility has ceased manufacturing operations as of the end of calendar
     2003. The Company also experienced progress on the development of
     cylindrical battery construction technology and now expects greater
     emphasis on the licensing of cylindrical technology to the detriment of the
     licensing of stacked technology (which was the technology acquired from
     Telcordia in December 2000). As a result of these developments, the Company
     determined that the future cash flows expected to be generated from its
     Northern Ireland facility and stacked technology intellectual property
     acquired in the Telcordia transaction in December 2000 did not exceed their
     carrying value. This determination resulted in the net impairment charge
     against property, plant, and equipment and intellectual property to record
     these assets at their fair value. The Company determined that assets with a
     carrying amount of approximately $19.5 million should be written down by
     approximately $13.7 million to their fair value. Fair value was based on
     estimated future cash flows to be generated by these assets, discounted at
     the Company's market rate of interest of 8%.

     An impairment charge of $87,000 was recorded during the fiscal quarter
     ended September 30, 2004 pursuant to FASB Statement No. 144, OAccounting
     for Impairment or Disposal of Long-Lived Assets.O As a result of the
     Company's decision to relocate manufacturing operations from its leased
     Henderson, Nevada facility to a newly-formed subsidiary in Suzhou, China,
     equipment and fixtures in the Nevada facility will not generate cash flows
     greater than their carrying value. Assets with a carrying value of
     approximately $87,000 were written down in full to fair value, as the
     company estimates that there will be no future cash flows from these
     assets.




                                       16
<PAGE>




ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
     OF OPERATIONS

THIS REPORT CONTAINS STATEMENTS THAT CONSTITUTE "FORWARD-LOOKING STATEMENTS"
WITHIN THE MEANING OF SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED, AND SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED. THE WORDS
"EXPECT," "ESTIMATE," "ANTICIPATE," "PREDICT," "BELIEVE" AND SIMILAR EXPRESSIONS
AND VARIATIONS THEREOF ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS.
THESE STATEMENTS APPEAR IN A NUMBER OF PLACES IN THIS REPORT AND INCLUDE
STATEMENTS REGARDING THE INTENT, BELIEF OR CURRENT EXPECTATIONS OF VALENCE
TECHNOLOGY, INC., TO WHICH WE REFER IN THIS REPORT AS VALENCE, WE, OR US, OUR
DIRECTORS OR OFFICERS WITH RESPECT TO, AMONG OTHER THINGS, (A) TRENDS AFFECTING
OUR FINANCIAL CONDITION OR RESULTS OF OPERATIONS, (B) OUR PRODUCT DEVELOPMENT
STRATEGIES, (C) TRENDS AFFECTING OUR MANUFACTURING CAPABILITIES, (D) TRENDS
AFFECTING THE COMMERCIAL ACCEPTABILITY OF OUR PRODUCTS, AND (E) OUR BUSINESS AND
GROWTH STRATEGIES. YOU ARE CAUTIONED NOT TO PUT UNDUE RELIANCE ON
FORWARD-LOOKING STATEMENTS. FORWARD-LOOKING STATEMENTS ARE NOT GUARANTEES OF
FUTURE PERFORMANCE AND INVOLVE RISKS AND UNCERTAINTIES, AND ACTUAL RESULTS MAY
DIFFER MATERIALLY FROM THOSE PROJECTED IN THIS REPORT, FOR THE REASONS, AMONG
OTHERS, DISCUSSED IN THE SECTIONS -- "MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS" AND "RISK FACTORS." THE FOLLOWING
DISCUSSION SHOULD BE READ IN CONJUNCTION WITH OUR FINANCIAL STATEMENTS AND
RELATED NOTES, WHICH ARE PART OF THIS REPORT OR INCORPORATED BY REFERENCE TO OUR
REPORTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, TO WHICH WE REFER IN
THIS REPORT AS THE COMMISSION. WE UNDERTAKE NO OBLIGATION TO PUBLICLY REVISE
THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES THAT ARISE
AFTER THE DATE HEREOF. THE RESULTS FOR THE THREE- AND NINE-MONTH PERIODS ENDED
DECEMBER 31, 2004 ARE NOT NECESSARILY INDICATIVE OF THE RESULTS TO BE EXPECTED
FOR THE ENTIRE FISCAL YEAR ENDING MARCH 31, 2005.

OVERVIEW

     We have commercialized the first phosphate-based lithium-ion technology and
have brought to market several products utilizing this technology. Our mission
is to drive the wide adoption of high-performance, safe, low-cost energy storage
systems by drawing on the numerous benefits of our latest battery technology,
Saphion(R), the extensive experience of our management team and the significant
market opportunity available to us. The introduction of lithium-ion technology
to the market was the result of consumer demand for high-energy, small battery
solutions to power portable electronic devices. The battery industry,
consequently, focused on high-energy solutions at the expense of safety.
Additionally, because of safety concerns, lithium-ion technology has been
limited in adoption to small-format applications, such as notebook computers,
cell phones and personal digital assistant devices. Our Saphion(R) technology, a
phosphate-based cathode material, addresses the need for a safe lithium-ion
solution, especially in large-format applications.

     Founded in 1989 as a research and development company, we currently possess
an extensive library of international patents. Prior to 2000, our efforts were
focused primarily on developing and acquiring battery technologies. During 2001,
with the addition of Stephan Godevais as Chief Executive Officer and President,
and recruitment of additional executive management talent, we developed and
initiated the implementation of a business plan to capitalize on the significant
market opportunity for safe, high-performance energy storage systems by
productizing and commercializing our technological innovations.

     Our business plan and strategy focus on the generation of revenue from a
combination of product sales and licensing activities, while minimizing costs
through a manufacturing plan that utilizes partnerships with contract
manufacturers, and internal manufacturing efforts through our newly-formed
Wholly Foreign-Owned Enterprises (WFOE's) in China. We expect that these WFOE's
will start operations by the end of fiscal 2005. We plan to drive the
adoption of our Saphion(R) technology by offering existing and new solutions
that differentiate our own products and customers' products in both the
large-format and small-format markets. In addition, we will seek to expand the
fields of use of our Saphion(R) technology through the licensing of our
intellectual property related to our battery chemistries and manufacturing
processes.

     To date, we have achieved the following successes in implementing our
business plan:

o    Proven the feasibility of our technology;

o    Launched new Saphion(R) technology-based products, including our
     N-Charge(TM) Power System family and our K-Charge(TM) Power System, which
     meet market needs of a large customer base; and introduced our U-Charge(TM)
     Power System family of products, which is intended to be a direct
     replacement for existing lead acid battery solutions in the market today
     and serve emerging motive applications;



                                       17
<PAGE>


o    Established relationships with top tier customers across many of the target
     markets for our products, while continuing to build our brand awareness in
     multiple channels;

o    Closed and sold our high-cost manufacturing facility in Northern Ireland
     and established key manufacturing partnerships in Asia to facilitate
     low-cost, quality production;

o    Signed an agreement granting Tyco Electronics Power Systems, Inc. the
     exclusive right to resell our K-Charge(TM) Power System to its
     telecommunications and utility customers for a period of three years. The
     K-Charge(TM) Power System will be privately labeled and marketed by Tyco
     Electronics under its ELiTE RK brand. The agreement is conditioned on the
     product meeting performance criteria and on Tyco Electronics achieving
     specific quarterly volume requirements. Since execution of this agreement,
     our K-Charge(TM) product achieved NEBS level three certification which
     resulted in the first order from Tyco Electronics for field trials. Tyco
     Electronics will provide sales, marketing, technical assistance and
     customer support;

o    Signed an agreement granting GF Health Products, Inc. (Graham-Field), a
     manufacturer and distributor of healthcare products, the exclusive right to
     resell our U-Charge(TM) Power System in the power wheelchair and medical
     scooter market in the United States and its territories for three years.
     Additionally, under the agreement Graham-Field will provide sales and
     marketing, technical assistance and customer support functions;

o    Announced a joint technology development program with Segway LLC to develop
     long-range battery packs using our Saphion(R) technology for Segway's human
     transporter product;

o    Announced that Circuit City Stores, Inc. will roll out our second
     generation N-Charge(TM) Power System in all Circuit City locations;

o    Announced an order by UQM Technologies, Inc. for our U-Charge(TM) Power
     System for U.S. Air Force electric truck applications; and

o    Established two WFOE's in China to serve as our powder production and
     assembly facilities. In addition, Joseph Lamoreux, our Chief Operating
     Officer, accepted a temporary assignment to China to manage our China-based
     operations.

     Our financial results for the three- and nine- month periods ended December
31, 2004 were consistent with our expected progress in our business. Third
quarter of fiscal 2005 revenue was in line with our expectations at $2.55
million, a decrease of 4.9% from the third quarter of fiscal year 2004 of $2.68
million and a decrease of 12.6% from the second quarter of the fiscal 2005 of
$2.91 million. Revenue for the nine-month period ended December 31, 2004 grew by
24.7% over the same period of fiscal 2004. Gross margin was (69%) for both the
third quarters for fiscal 2005 and 2004. For the nine-month period ended
December 31, 2004, negative gross margin improved to (43%) from (87%) in the
same period of fiscal 2004. Third quarter fiscal 2005 margins were worse than
margins in the second quarter of fiscal 2005 because of a higher percentage of
lower margin retail sales and higher production costs associated with initial
lower production volumes for our newly launched U-Charge(TM) family of products.
During the second and third quarters of fiscal 2005, we continued our efforts to
transition our manufacturing and other operations to China through the
establishment of two wholly-owned subsidiaries in Suzhou, China. To support the
transition to China and help manage potential delays in product transitions and
receiving customer purchase orders, we have received an additional $20 million
backup equity funding commitment, which can be increased in certain
circumstances, from Carl Berg, a director and principal stockholder, to cover
our fiscal 2005 cash requirements. As of December 31, 2004, $8 million had been
drawn down and $12 million remained under the equity commitment. This commitment
can be reduced if funds to support operational needs are received from the sale
of our Northern Ireland facility and equipment or from other funding
transactions. As of the date of this report, Mr. Berg has not requested that his
commitment be reduced.

     Our business headquarters are located in Austin, Texas, our research and
development centers are in Henderson, Nevada and Oxford, England, and our
European sales and OEM manufacturing support center is in Mallusk, Northern
Ireland and our manufacturing and product development centers are in Suzhou and
Shanghai, China.


BASIS OF PRESENTATION, CRITICAL ACCOUNTING POLICIES AND ESTIMATES

We prepare our condensed consolidated financial statements in conformity with
generally accepted accounting principles in the United States. The preparation
of our financial statements requires us to make estimates and assumptions that
affect reported amounts. We believe our most critical accounting policies and
estimates relate to revenue recognition, impairment of



                                       18
<PAGE>


long-lived assets, and exit costs. Our accounting policies are described in the
Notes to Condensed Consolidated Financial Statements, Note 4, Summary of
Significant Accounting Policies. The following further describes the methods and
assumptions we use in our critical accounting policies and estimates:

REVENUE RECOGNITION: We generate revenues from sales of products including
batteries and battery systems, and from licensing fees and royalties per
technology license agreements. Product sales are recognized when all of the
following criteria are met: persuasive evidence of an arrangement exists,
delivery has occurred, seller's price to the buyer is fixed and determinable,
and collectibility is reasonably assured. Product shipments that are not
recognized as revenue during the period shipped, primarily product shipments to
resellers that are subject to right of return, are recorded as deferred revenue
and reflected as a liability on our balance sheet. For reseller shipments where
revenue recognition is deferred, we record revenue based upon the
reseller-supplied reporting of sales to their end customers or their inventory
reporting. For direct customers, we estimate a return rate percentage based upon
our historical experience. We review this estimate on a quarterly basis. From
time to time we provide sales incentives in the form of rebates or other price
adjustments; these are recorded as reductions to revenue as incurred. Licensing
fees are recognized as revenue upon completion of an executed agreement and
delivery of licensed information, if there are no significant remaining vendor
obligations and collection of the related receivable is reasonably assured.
Royalty revenues are recognized upon licensee revenue reporting and when
collectibility is reasonably assured.

IMPAIRMENT OF LONG-LIVED ASSETS: We perform a review of long-lived tangible and
intangible assets for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable.
Recoverability of these assets is measured by comparison of their carrying
amounts to future undiscounted cash flows that the assets are expected to
generate. If long-lived assets are considered to be impaired, the impairment to
be recognized equals the amount by which the carrying value of the assets
exceeds its fair value and is recorded in the period the determination was made.
The estimated cash flows used in our impairment analyses reflect our assumptions
about average selling prices, royalties, sales volumes, product costs, operating
costs (including costs associated with our manufacturing transition to China),
disposal costs, and market conditions. These assumptions are sometimes
subjective and may require us to make estimates of matters that are uncertain.
Additionally, we use probability-weighted scenarios to incorporate the impact of
alternative outcomes, where applicable. See Notes to Condensed Consolidated
Financial Statements, Note 16, Impairment Charge, regarding impairment of
tangible and intangible assets.

EXIT COSTS: We incurred exit costs associated with the closure of our Northern
Ireland manufacturing facility. In accordance with SFAS No. 146, "Accounting for
Costs Associated with Exit or Disposal Activities," we recognize liabilities for
costs associated with exit or disposal activities at fair value in the period
during which the liability is incurred. We estimate the liabilities related to
exit or disposal activities including lease termination costs, compensation of
staff, inventory obsolescence, costs to prepare assets for disposal or sale, and
other one-time expenses based upon our analysis of individual transaction
circumstances, agreements and commitments. Some agreements may be revised, or
actual results may be different from costs reasonably estimated at the
incurrence of the liability. In these cases, additional costs or reduced costs
are recorded in the period incurred, and differences are disclosed in the
footnotes to condensed consolidated financial statements. Costs associated with
exit or disposal activities are included in restructuring charges.

SETTLEMENT AGREEMENT. Since 1994, pursuant to a letter of offer, we received
employment and capital grants from the Ireland Development Board, now known as
Invest Northern Ireland, or INI, for our Mallusk, Northern Ireland manufacturing
facility, totaling (pound)9.0 million. Under certain circumstances, INI had the
right to reclaim a portion of these grants and had a security interest in the
facility's land, building, and equipment. On December 21, 2004, we entered into
a settlement agreement with INI pursuant to which INI agreed to release us of
all outstanding claims and other obligations owing to INI in connection with
grants previously provided. Under the terms of the settlement agreement we
agreed to pay INI (pound)3 million consisting of a (pound)2 million payment in
cash and a (pound)1 million payment in common stock. On December 6, 2004, we
funded an initial payment of (pound)150,000 and used the net proceeds from the
sale of our Northern Ireland manufacturing facility to fund an additional
(pound)1.54 million. We have subsequently funded the remaining (pound)307,000
($589,000) related to the cash portion of the settlement from the net proceeds
from equipment sales. In addition, in order to fund the (pound)1 million common
stock payment we issued 539,416 shares of common stock, equivalent to $3.60 per
share. In connection with this final settlement we recorded an additional charge
of $957,000 during the third quarter. See Notes to Condensed Consolidated
Financial Statements, Note 11, Settlement Agreement.

JOINT VENTURE. On July 9, 2003, Baoding Fengfan - Valence Battery Company, a
joint venture between us and Fengfan Group, Ltd., or Fengfan, was formed as a
corporation in China. The purpose of the joint venture was to provide low-cost
manufacturing of our Saphion(R) Lithium-ion batteries. Under the terms of the
joint venture agreement, we were to contribute 51% of the joint venture's
registered capital, consisting of capital equipment, a nonexclusive license to
its technology, and engineering expertise. Fengfan was to contribute 49% of the
joint venture's registered capital, consisting of the cash required to fund the
joint venture for the first two years, and also to acquire the land and facility
needed for manufacturing operations. As a result of our 51% ownership of the
joint venture, right to name the majority of the joint venture's board of
directors and


                                       19
<PAGE>


right to name the Chief Executive Officer as of March 31, 2004, our consolidated
financial statements included the consolidation of the balance sheet, results of
operations and cash flows of the joint venture.

As of March 31, 2004, our consolidated financial statements included the
consolidation of the balance sheet, results of operations, and cash flows of the
joint venture. As a result of our loss of control over the joint venture, and
our initiation of actions to enforce our rights, we are accounting for our
investment in the joint venture under the cost method with no further
recognition of assets, liabilities, operating results, and cash flows until such
time as the terms of termination and liquidation of the joint venture are
concluded.

On November 17, 2004, we entered into a settlement agreement, or the JV
Settlement Agreement, with Baoding Fengfan Group Limited Liability Company,
Ltd., or Fengfan, and Baoding Fengfan - Valence Battery Company, Ltd., or the
JV Company. Under the terms of the JV Settlement Agreement, the parties agreed
to liquidate and dissolve the JV Company, terminate the JV Company contracts and
fully settle any and all remaining obligations among the parties. We agreed to
make compensation payments to the JV Company and to Fengfan totaling $224,417
and to make equipment purchases from the JV Company totaling $275,583. To date
we have made compensation payments of $22,442 and payments to purchase equipment
totaling $76,302. We recorded a contract settlement charge of $224,217 for the
compensation payments and will capitalize equipment purchases as the payments
are made.

RESULTS OF OPERATIONS

The following table summarizes the results of our operations for the three
months and nine months ended December 31, 2004 and 2003 (the three months ended
for each period may also be referred to as the third quarter of the respective
fiscal year):

<TABLE>
<CAPTION>
                                    Three Months Ended                      Nine Months Ended
                          ----------------------------------------  ------------------------------------------
                           December 31, 2004   December 31,2003      December 31, 2004     December 31,2003
                          ----------------------------------------  ------------------------------------------
<S>                       <C>          <C>      <C>          <C>     <C>           <C>     <C>         <C>
(dollars in thousands)             % of Revenue        % of Revenue      % of Revenue         % of Revenue
Licensing and royalty
 revenue                  $     94         4%  $    81         3%   $     279         3%  $    706        11%
Battery and system sales     2,453        96%    2,597        97%       8,019        97%     5,948        89%
                          ----------------------------------------  ------------------------------------------
Total revenues               2,547       100%    2,678       100%       8,298       100%     6,654       100%
Gross profit (loss)         (1,758)      -69%   (1,848)      -69%      (3,560)      -43%    (5,770)      -87%
Operating expenses           3,716       146%    7,948       297%      15,861       191%    37,500       564%
Operating loss              (5,474)     -215%   (9,796)     -366%     (19,421)     -234%   (43,270)     -650%
                          ----------------------------------------  ------------------------------------------
Net loss                  $ (6,424)     -252% $ (10,900)    -407%   $ (22,291)     -269% $ (46,234)     -695%
                          ========================================  ==========================================


</TABLE>


REVENUES AND GROSS MARGIN

BATTERY AND SYSTEM SALES: Battery and system sales decreased by $144,000, or
5.5%, to $2.453 million in the third quarter of fiscal 2005 from $2.597 million
in the third quarter of fiscal 2004. Battery and system sales increased by
$2.071 million, or 34.8%, to $8.019 million in the nine-month period ended
December 31, 2004 from $5.948 million in the nine-month period ended December
31, 2003. The increase in battery and system sales was primarily the result of
establishing and growing our retail and reseller channels for our N-Charge(TM)
Power System product. In addition to our retail channels, during the nine-month
period ended December 31, 2004, we expanded our sales efforts into the
educational sector, in which we sold $130,000 for the third quarter of fiscal
2005 and $1.465 million in the nine-month period ended December 31, 2004. The
decrease in the third quarter of 2005 from the same period in 2004 was the
result of a price reduction of the N-Charge(TM) Power System through a rebate
program in our retail channels. The rebate was offered to test the price
elasticity of the product in an attempt to sell through more units. The lack of
a significant increase in units sold proved that sales of the N-Charge(TM) Power
System are related more to awareness than price. Product shipments to resellers
that are subject to right of return and monies received for exclusivity or
future obligations are recorded on the balance sheet as deferred revenue. We had
$1,157,000 in deferred revenue on our balance sheet at December 31, 2004. The
three- and nine-month results do not reflect material sales of our large-format
products, which we currently expect to commence in the first quarter of fiscal
2006.

LICENSING AND ROYALTY REVENUE: Licensing and royalty revenues relate to revenue
from licensing agreements for our technology. Fiscal third quarter 2005
licensing and royalty revenue of $94,000 was primarily from our license
agreement with Amperex Technology Limited (ATL). For the nine-month period ended
December 31, 2004, licensing and royalty revenue from the agreement with ATL was
$278,000. During the first quarter of fiscal 2004, in addition to royalty
payments, we received a license fee payment from ATL in the amount of $500,000.
We expect our Saphion(R) power cell and second-generation Saphion(R) technology
to begin commercialization by the end of fiscal 2005 or early fiscal 2006 and as
a result we do not anticipate significant licensing revenues in fiscal 2005.



                                       20
<PAGE>


GROSS MARGIN (LOSS): Gross margin (loss) as a percentage of revenue was (69%)
for the third quarter of fiscal 2005 and was (69%) in the third quarter of
fiscal 2004. Gross margin (loss) was (43%) in the nine-month period ended
December 31, 2004 and was (87%) in the nine-month period ended December 31,
2003. The primary reduction in cost of sales as a percentage of revenue was the
result of ceasing manufacturing operations at our Northern Ireland factory. The
cessation of manufacturing in Northern Ireland reduced cost of sales in the
third quarter of fiscal 2005 by $1.223 million, an improvement of 48 percentage
points of gross margin. The cessation of manufacturing in Northern Ireland
reduced cost of sales in the first half of fiscal 2005 by $4.009 million, an
improvement of 48 percentage points of gross margin. Offsetting the improvement
in gross margin from the shutdown of the Northern Ireland facility was an
increase in other manufacturing overhead, primarily related to increased
manufacturing activity, of $225,000, or 9 percentage points of gross margin in
the third quarter of fiscal 2005. Direct material and warranty costs were higher
as a percentage of revenues in the third quarter of fiscal 2005 than in the
third quarter of fiscal 2004 as a result of reduced selling prices, further
offsetting the margin improvement from the Northern Ireland factory shut down.
The decrease in license and royalty revenue of $425,000 in the first nine months
of fiscal 2005 from the first nine months of fiscal 2004 decreased gross margin
by 5 percentage points, while direct manufacturing cost decreases improved gross
margin in the period by 1 percentage point. Although gross margin has improved,
we maintained a negative gross margin on our sales in all periods because of
insufficient production and sales volumes to facilitate the coverage of our
indirect and fixed manufacturing operating costs. We have successfully
transitioned our battery manufacturing and N-Charge(TM) product assembly
operations to contract manufacturers in Asia and intend to transition additional
manufacturing and product development operations to our newly-established WFOE's
in Suzhou, China during fiscal 2005. We expect cost of sales to continue to
decrease as a percentage of sales as production volumes continue to increase, as
we continue to implement our lower-cost manufacturing strategy, and as we launch
higher-margin products.

OPERATING EXPENSES

The following table summarizes operating expenses for the three- and nine- month
periods ended December 31, 2004 and 2003:

<TABLE>
<CAPTION>
                             Three Months Ended December 31,         Nine Months Ended December 31,
                            -----------------------------------   -----------------------------------
(Dollars in thousands)                       Increase/                              Increase/
                              2004    2003   Decrease  %Change)     2004     2003   Decrease  %Change)
                            -----------------------------------   -----------------------------------
<S>                          <C>     <C>       <C>        <C>      <C>      <C>        <C>       <C>
Research and product
 development                $ 1,962 $ 2,411   $ (449)     -19%    $ 5,597  $ 6,302    $ (705)   -11%
Marketing                       859   1,218     (359)     -29%      3,146    3,474      (328)    -9%
General and administrative    3,415   3,128      287        9%      9,463    8,269     1,194     14%
Depreciation and amortization   154     286     (132)     -46%        713    1,844    (1,131)   -61%
(Gain) on sale of assets     (4,172)    (21)  (4,151)   19767%     (4,643)     (21)   (4,622) 22010%
Restructuring charge              -     926     (926)    -100%          -      926      (926)  -100%
Contract settlement charges,
 INI                            957       -      957         -        957    3,046    (2,089)   -69%
Contract settlement charges,
 other                          541       -      541         -        541        -       541       -
Asset impairment charge           -       -        -         -         87   13,660   (13,573)   -99%
Total operating expenses    $ 3,716 $ 7,948 $ (4,232)     -53%    $15,861  $37,500  $(21,639)   -58%
Percentage of revenues          146%    297%                          191%     564%

</TABLE>


During the third quarter of fiscal 2005, operating expenses were 146% of revenue
and were 297% of revenue in the same quarter last year. The decrease is a result
of our focus on expense reductions during the quarter offset by increases in
general and administrative expenses related to compliance with the
Sarbanes-Oxley Act of 2002 and our relocation of manufacturing and development
operations to China, as well as by our gain on the sale of our Mallusk, Northern
Ireland facility. For the nine-month period ended December 31, 2004, operating
expenses were 191% of revenue and were 564% of revenue for the nine-month period
ended December 31, 2003. The decrease in operating expenses as a percentage of
revenue is the result of increased revenue and expense reductions in research
and product development and marketing, offset by increases in general and
administrative expenses. Additionally, the gain on the sale of our Northern
Ireland facility and the final settlement with INI led to reduced operating
expenses.

RESEARCH AND PRODUCT DEVELOPMENT: Research and product development expenses
consist primarily of personnel, equipment and materials to support our efforts
to develop battery chemistry and products, as well as to improve our
manufacturing processes. Research and product development expenses decreased by
$449,000, or 19%, to $1.962 million in the third quarter of fiscal 2005 from
$2.411 million in the third quarter of fiscal 2004. Research and product
development expenses decreased by $705,000, or 11%, in the nine-month period
ended December 31, 2004 to $5.97 million from $6.302 million for the
nine-month period ended December 31, 2003. The decrease in research and
development expenses is the result of cessation of process development work in
our Northern Ireland facility, as well as reduced temporary staff and consulting
expenses and materials usage in our Henderson, Nevada facility.



                                       21
<PAGE>


MARKETING: Marketing expenses consist primarily of costs related to sales and
marketing personnel, public relations and promotional efforts. Marketing
expenses of $859,000 in the third quarter of fiscal 2005 were $359,000 lower
than the comparable period of fiscal 2004. During the nine-month period ended
December 31, 2004, marketing expenses of $3.146 million were $328,000 lower than
the comparable period in fiscal 2004. The decrease in marketing expenses in the
nine-month period ended December 31, 2004 over the comparable period in fiscal
2004 was the result of reduced spending for lead generation, consulting related
to European market development, and reduced media advertising expenditures. We
expect marketing expenses to grow as we expand and develop our channels, launch
additional Saphion(R) products, and continue our branding efforts.

GENERAL AND ADMINISTRATIVE: General and administrative expenses consist
primarily of salaries and other related costs for finance, human resources,
facilities, accounting, information technology, legal, and corporate-related
expenses, including our China initiatives. General and administrative expenses
of $3.415 million in the third quarter of fiscal 2005 increased by $287,000, or
9%, over general and administrative expenses of $3.128 million in the comparable
period in fiscal 2004. General and administrative expenses increased by $1.194
million, or 14%, to $9.463 million in the nine-month period ended December 31,
2004 from $8.269 million in the nine-month period ended December 31, 2003.
Increases in general and administrative expenses are caused by our ongoing
relocation and establishment of manufacturing and development operations to
China, increased costs of compliance with the Sarbanes-Oxley Act of 2002, and
costs related to shutting down our Northern Ireland facility.

OTHER COSTS RELATED TO OUR MANUFACTURING TRANSITION

IMPAIRMENT CHARGE: During the second quarter of fiscal 2004, we recorded an
impairment charge of approximately $13.7 million. The charge was recorded
pursuant to FASB Statement No. 144, "Accounting for Impairment or Disposal of
Long-Lived Assets." During the second quarter of fiscal 2004, we arrived at our
decision to transfer manufacturing from our Northern Ireland facility to
low-cost manufacturing regions, including China. Additionally, we continued to
progress in our development of our cylindrical battery construction technology
and expect continued emphasis on the licensing and manufacturing of our
cylindrical technology in place of the licensing and manufacturing of our
stacked technology (which was the technology acquired from Telcordia in December
2000). As a result of these developments, we determined that the future cash
flows expected to be generated from assets in our Northern Ireland facility and
intellectual property acquired in the Telcordia transaction in December 2000 did
not exceed their carrying value. The impairment charge was recorded against
property, plant, and equipment and intellectual property with a carrying value
of $19.5 million to recognize these assets at their fair value. Fair value was
determined based on estimated future cash flows to be generated by these assets,
discounted at our market rate of interest of 8%.

An impairment charge of $87,000 was recorded during the fiscal quarter ended
September 30, 2004. As a result of our decision to relocate manufacturing
operations from our leased Henderson, Nevada facility to a newly-formed
subsidiary in Suzhou, China, equipment and fixtures in the Nevada facility will
not generate cash flows greater than their carrying value. Assets with a
carrying value of approximately $87,000 were written down in full to fair value,
as we estimate that there will be no future cash flows from these assets.

CONTRACT SETTLEMENT CHARGES: During the third quarter of fiscal 2005, we
recorded contract settlement charges totaling $1.498 million:


                                  Three Months Ended
     (in thousands)               December 31, 2004
                                  -----------------
     INI Settlement                      $     957
     Joint Venture                             224
     Supplier contract terminations            317
                                  -----------------
     Total                               $   1,498
                                  =================


Since 1994, pursuant to a letter of offer, we received employment and capital
grants from the Ireland Development Board, now known as Invest Northern Ireland,
or INI, for our Mallusk, Northern Ireland manufacturing facility, totaling
(pound)9.0 million. Under certain circumstances, INI had the right to reclaim a
portion of these grants and had a security interest in the facility's land,
building, and equipment. On December 21, 2004, we and INI entered into a
settlement agreement pursuant to which INI agreed to release us of all
outstanding claims and other obligations owing to INI in connection with grants
previously provided to us. Under the terms of the settlement agreement we agreed
to pay INI (pound)3 million consisting of a (pound)2 million payment in cash and
a (pound)1 million payment in common stock. On December 6, 2004, we funded an
initial payment of (pound)150,000 and used the net proceeds from the sale of
tour Northern Ireland manufacturing facility to fund an additional (pound)1.54
million. We expect to utilize net proceeds from equipment sales to fund the
remaining (pound)307,000 ($589,000) related to the cash portion of the
settlement, which is required to be paid within six months from the date of the
agreement. In addition, in



                                       22
<PAGE>


order to fund the (pound)1 million common stock payment, we issued 539,416
shares of common stock, equivalent to $3.60 per share. In connection with this
final settlement, we recorded an additional charge of $957,000 during the third
quarter.

On November 17, 2004, we entered in to a settlement agreement with Baoding
Fengfan Group Limited Liability Company, Ltd., or Fengfan and Baoding Fengfan -
Valence Battery Company, Ltd., or the JV Company. Under the terms of the JV
Settlement Agreement, the parties agreed to liquidate and dissolve the JV
Company, terminate the JV Company contracts and fully settle any and all
remaining obligations among the parties. We agreed to make compensation payments
to the JV Company and to Fengfan totaling approximately $224,000 and to make
equipment purchases from the JV Company of approximately $276,000. To date we
have made compensation payments of approximately $22,000 and payments to
purchase equipment of approximately $76,000. We recorded a contract settlement
charge of approximately $224,000 for the compensation payments and will
capitalize equipment purchases as payments are made and equipment is placed into
service.

During the third quarter of fiscal 2005, as a result of our relocating our core
operations to China and selection of lower-cost suppliers, we terminated two
supplier contracts related to producing product and manufacturing capital
equipment. In settlement of these contracts, we expect to pay these suppliers
termination fees which include the settlement expenses accrued in the third
quarter of fiscal 2005 of approximately $317,000.

GAIN ON SALE OF ASSETS: Gain on sales of the facility and production and
development equipment from our former Mallusk, Northern Ireland facility was
$4.172 million in the third quarter of fiscal 2005 and $4.643 million in the
nine-month period ended December 31, 2004. The majority of the gain is related
to the sales of our Northern Ireland facility completed on December 22, 2004.
Additionally, we determined that the equipment was not required in our
manufacturing and development operations in Suzhou, China, and was sold for fair
value. See Notes to Condensed Consolidated Financial Statements, Note 7,
Property, Plant and Equipment.

DEPRECIATION AND AMORTIZATION, AND INTEREST EXPENSE

DEPRECIATION AND AMORTIZATION: Depreciation and amortization expenses were
$154,000 and $286,000 in the third quarters of fiscal 2005 and 2004,
respectively. Depreciation and amortization expenses were $713,000 and $1.844
million in the first nine-month periods ended December 31, 2004 and 2003,
respectively. The decrease in depreciation resulted from the assets in our
Northern Ireland facility being classified as held for sale and not depreciated
during the third quarter of fiscal 2005, the impact of the impairment charges to
intellectual property and property, plant, and equipment and the impact of the
sale of our Henderson, Nevada facility.

INTEREST EXPENSE: Interest expense relates to mortgages on our Northern Ireland
facility as well as interest on our long-term debt to stockholder. We completed
the sale of our Northern Ireland facility and paid off the mortgages on December
22, 2004. Interest expense was $1.064 million and $1.027 million for the third
quarters of fiscal 2005 and 2004, respectively, and was $3.135 million and
$3.052 million for the nine-month periods ended December 31, 2004 and 2003,
respectively.

LIQUIDITY AND CAPITAL RESOURCES

LIQUIDITY

     At December 31, 2004, our principal sources of liquidity were cash and cash
equivalents of $5.3 million and $12 million remaining under the $20 million
backup equity funding commitment entered into in June 2004 with Mr. Carl Berg.
The commitment allows us to request Mr. Berg or an affiliate company to purchase
shares of common stock from time to time at the average closing bid price of the
stock for the five days prior to the purchase date. This commitment can be
reduced by Mr. Berg by the amount of net proceeds received by us from the sale
of building or equipment from our Mallusk, Northern Ireland facility or the
amount of net proceeds in a debt or equity transaction, and may be increased if
necessary under certain circumstances. Since June 2004, we have received net
proceeds from these transactions in an aggregate amount equal to $10.6 million.
As of the date hereof, Mr. Berg has not requested that his commitment be reduced
by this amount.

     At December 31, 2004, we had $4.3 million of Series C-1 Convertible
Preferred Stock and $4.3 million of Series C-2 Convertible Preferred Stock
outstanding. Our Series C-1 Convertible Preferred Stock and Series C-2
Convertible Preferred Stock are convertible into common stock at $4.00 per share
and are redeemable on December 15, 2005 (subject to an early right of redemption
in the case of the Series C-2 Convertible Preferred Stock during the 30 days
following June 15, 2005 and September 15, 2005). If the shares are not converted
by the holder thereof prior to their dates for redemption, we will need to
renegotiate the terms of the Series C-1 Convertible Preferred Stock and Series
C-2 Convertible Preferred Stock or arrange financing to fund the redemption. We
may not be able to renegotiate the terms or raise additional financing on terms
that would be favorable to us or at all.



                                       23
<PAGE>


     On December 21, 2004, we reached an agreement with Invest Northern Ireland,
or INI, formerly the Northern Ireland Industrial Development Board, or IDB, to
settle all outstanding liabilities pursuant to the 1993 Letter of Offer and
other related agreements. At December 31, 2004, there was a remaining
outstanding cash obligation under the settlement agreement of (pound)307,000
($589,000), which has been subsequently funded with proceeds from equipment
sales.

     Currently, we do not have sufficient sales and gross profit to generate the
cash flows required to meet our operating and capital needs, and fund the
redemption of our Series C-1 Convertible Preferred Stock and Series C-2
Convertible Preferred Stock. Therefore, we depend upon our ability to
periodically arrange for additional equity or debt financing to meet our
liquidity requirements. Unless our product sales are greater than we currently
forecast or there are other changes to our business plan, we will need to
arrange for additional financing within the next 12 months to fund our operating
and capital needs. This financing could take the form of debt or equity. Given
our historical operating results, the stage of development of our products and
the amount or our existing debt, as well as the other factors described under
the section titled "Risk Factors," we may not be able to arrange for debt or
equity financing from third parties on favorable terms or at all.

     Our cash requirements may vary materially from those now planned because of
changes in our operations, including the failure to achieve expected revenues,
greater than expected expenses, changes in OEM relationships, market conditions,
the failure to timely realize our product development goals, and other adverse
developments. In addition, we are subject to contingent obligations, including
the possible redemption of our outstanding Series C-1 Convertible Preferred
Stock and Series C-2 Convertible Preferred Stock in December 2005, which could
have a negative impact on our available liquidity sources during the next 12
months.

The following table summarizes our statement of cash flows for the nine months
ended December 31, 2004 and 2003:

                                          Nine Months Ended December 31,
                                          ----------------------------
(Dollars in thousands)                       2004             2003
                                          -----------      -----------
Net cash flows provided by (used in):
Operating activities                       $ (25,007)       $ (21,639)
Investing activities                           7,328              920
Financing activities                          19,850           21,440
Effect of foreign exchange rates                 474              131
                                          -----------      -----------
Net increase/(decrease) in cash and cash
 equivalents                               $   2,645        $     852
                                          ===========      ===========

     Our use of cash from operations the first nine months of fiscal 2005 and
fiscal 2004 was $25.0 million and $21.6 million, respectively. The cash used for
operating activities during the first nine months of our fiscal 2005 operating
activities was primarily for operating losses and working capital. Cash used for
operating loss in the first nine months of fiscal 2005 was higher than the
comparable period in 2004 primarily from the impact of contract settlement
agreements and increases in some of the operating expenses as described above in
the section titled "Operating Expenses" offset by reductions in gross profit
(loss).

     In the first nine months of fiscal 2005, received net cash from investing
activities of $7.3 million. The cash provided from investing activities during
the first nine months of fiscal 2005 related primarily to the sale of our
Northern Ireland facility as described in Notes to Condensed Consolidated
Financial Statements, Note 7, Property, Plant, and Equipment, and offset by
purchases of property, plant and equipment, primarily for enterprise software
and manufacturing fixtures and our investment in our China subsidiaries. The
effect of deconsolidation of our China joint venture, as described in Notes to
Condensed Consolidated Financial Statements, Note 15, Joint Venture, was to
reduce cash by $913,000, as the assets, liabilities, and operating results of
the joint venture are no longer being consolidated into our financial
statements.

     We obtained cash from financing activities of $19.9 million and $21.4
million during the first nine months of fiscal 2005 and 2004, respectively. The
2005 financing included $19 million from our Berg & Berg equity lines, net
proceeds from the sale common stock to a third party institutional investor, and
less cash used for the payoff of long-term debt related to the sale of our
Northern Ireland facility.

    As a result of the above, we had a net increase in cash and cash equivalents
of $2.6 million during the first nine months of fiscal 2005 and a net increase
of $852,000 for the first nine months of fiscal 2004.

CAPITAL COMMITMENTS AND DEBT

     At December 31, 2004, we had commitments for capital expenditures for the
next 12 months of approximately $175,000 relating to the continuing
implementation of enterprise software and $305,000 for production equipment in
our new manufacturing facility in China. We anticipate that we will incur
additional capital expenses as we start up and expand our


                                       24
<PAGE>


China operations. We may require additional capital expenditures in order to
meet greater demand levels for our products than currently are anticipated.

     Our cash obligations for short-term and long-term debt, gross of unaccreted
discount, excluding the remaining portion of the settlement agreement with INI
consisted of:

(Dollars in thousands)                             December 31, 2004
                                                   -----------------
1998 long-term debt to Berg & Berg                         $ 14,950
2001 long-term debt to Berg & Berg                           20,000
Interest on long-term debt                                   11,956
                                                   -----------------
Total long-term debt                                       $ 46,906
                                                   =================

     Repayment obligations of short-term and long-term debt principal are:

<TABLE>
<CAPTION>

                            Fiscal year
                     ----------------------------------------------------------------------------------
<S>                      <C>         <C>         <C>         <C>         <C>      <C>         <C>
(Dollars in thousands)   2005        2006        2007        2008        2009      Thereafter    Total
                     ----------  ----------  ----------  ----------  ----------  ------------ ---------
Principal repayment    $     -          -      34,950           -           -             -    $ 34,950

</TABLE>

     Payment obligations recorded for our settlement to INI are as follows:


                                    Fiscal Year
                              -------------------------------------------------
(Dollars in thousands)            2005         2006         2007         Total
                              ----------   ----------   ----------   ----------
Cash payment                      589            0            0           589


     If not converted to common stock prior to maturity, the redemption
obligation for the Series C-1 Convertible Preferred Stock and Series C-2
Convertible Preferred Stock will be $8.6 million on December 15, 2005.

INFLATION

     Historically, our operations have not been materially affected by
inflation. However, our operations may be affected by inflation in the future.

TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

The following table sets forth, as of December 31, 2004, our scheduled
principal, interest and other contractual annual cash obligations due for each
of the periods indicated below (in thousands):

<TABLE>
<CAPTION>

                                                                     PAYMENT DUE BY PERIOD
                                               --------------------------------------------------------------
<S>                                    <C>         <C>        <C>         <C>         <C>          <C>
Contractual Obligations                                     Less than                              More than
                                                 Total       One Year     1-2 Years   3 - 5 Years   5 Years
---------------------------------------        ----------   ----------   ----------   ----------   ----------

Short- and long-term debt obligations  Note 1     46,906            -       46,906            -            -
Operating lease obligations            Note 2      1,696          467        1,064          165            -
Purchase obligations                   Note 3      2,632        2,632            -            -            -
Redemption of Converible Preferred
 Stock                                             8,610        8,610            -            -            -
Contract settlement payable, INI                     589          589            -            -            -
                                               ----------   ----------   ----------   ----------   ----------
Total                                           $ 60,433     $ 12,298     $ 47,970        $ 165          $ -
                                               ==========   ==========   ==========   ==========   ==========

</TABLE>


Note 1: Principal and interest due for notes payable to stockholder.
Note 2: Facility leases for Austin, Texas, Henderson, Nevada, and Suzhou and
Shanghai, China facilities.
Note 3: Committed capital expenditures and purchase orders placed for inventory
and operating expenses.





                                       25
<PAGE>






                                  RISK FACTORS

                     CAUTIONARY STATEMENTS AND RISK FACTORS

     SEVERAL OF THE MATTERS DISCUSSED IN THIS REPORT CONTAIN FORWARD-LOOKING
STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES. FACTORS ASSOCIATED WITH THE
FORWARD-LOOKING STATEMENTS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER FROM THOSE
PROJECTED OR FORECASTED IN THIS REPORT ARE INCLUDED IN THE STATEMENTS BELOW. IN
ADDITION TO OTHER INFORMATION CONTAINED IN THIS REPORT, YOU SHOULD CAREFULLY
CONSIDER THE FOLLOWING CAUTIONARY STATEMENTS AND RISK FACTORS. THE RISKS AND
UNCERTAINTIES DESCRIBED BELOW ARE NOT THE ONLY RISKS AND UNCERTAINTIES WE FACE.
ADDITIONAL RISKS AND UNCERTAINTIES NOT PRESENTLY KNOWN TO US OR THAT WE
CURRENTLY DEEM IMMATERIAL ALSO MAY IMPAIR OUR BUSINESS OPERATIONS. IF ANY OF THE
FOLLOWING RISKS ACTUALLY OCCUR, OUR BUSINESS, FINANCIAL CONDITION, AND RESULTS
OF OPERATIONS COULD SUFFER. IN THAT EVENT, THE TRADING PRICE OF OUR COMMON STOCK
COULD DECLINE, AND YOU MAY LOSE ALL OR PART OF YOUR INVESTMENT IN OUR COMMON
STOCK. THE RISKS DISCUSSED BELOW ALSO INCLUDE FORWARD-LOOKING STATEMENTS AND OUR
ACTUAL RESULTS MAY DIFFER SUBSTANTIALLY FROM THOSE DISCUSSED IN THESE
FORWARD-LOOKING STATEMENTS


                          RISKS RELATED TO OUR BUSINESS

WE MAY NEED TO RAISE ADDITIONAL DEBT OR EQUITY FINANCING TO EXECUTE OUR BUSINESS
PLAN.

At December 31, 2004, our principal sources of liquidity were cash and cash
equivalents of $5.3 million and $12 million remaining under the $20 million
backup equity funding commitment entered into in June 2004 with Mr. Carl Berg.
The commitment allows us to request Mr. Berg or an affiliate company to purchase
shares of common stock from time to time at the average closing bid price of the
stock for the five days prior to the purchase date. This commitment can be
reduced by Mr. Berg by the amount of net proceeds received by us from the sale
of building or equipment from our Mallusk, Northern Ireland facility or the
amount of net proceeds in a debt or equity transaction, and may be increased if
necessary under certain circumstances. Since June 2004, we have received net
proceeds from these transactions in an aggregate amount equal to $10.6 million.
As of the date hereof, Mr. Berg has not requested that his commitment be reduced
by this amount.

At December 31, 2004, we had $4.3 million of Series C-1 Convertible Preferred
Stock and $4.3 million of Series C-2 Convertible Preferred Stock outstanding.
Our Series C-1 Convertible Preferred Stock and Series C-2 Convertible Preferred
Stock are convertible into common stock at $4.00 per share and are redeemable on
December 15, 2005 (subject to an early right of redemption in the case of the
Series C-2 Convertible Preferred Stock during the 30 days following June 15,
2005 and September 15, 2005). If the shares are not converted by the holder
thereof prior to their dates for redemption, we will need to renegotiate the
terms of the Series C-1 Convertible Preferred Stock and Series C-2 Convertible
Preferred Stock or arrange financing to fund the redemption. We may not be able
to renegotiate the terms or raise additional financing on terms that would be
favorable to us or at all.

On December 21, 2004, we reached an agreement with Invest Northern Ireland, or
INI, formerly the Northern Ireland Industrial Development Board or IDB, to
settle all outstanding liabilities pursuant to the 1993 letter of offer and
other related agreements. At December 31, 2004, there was a remaining
outstanding cash obligation under the settlement agreement of (pound)307,000
($589,000), which has been subsequently funded with proceeds from equipment
sales.

Currently, we do not have sufficient sales and gross profit to generate the cash
flows required to meet our operating and capital needs, and fund the redemption
of our Series C-1 Convertible Preferred Stock and Series C-2 Convertible
Preferred Stock. Therefore, we depend upon our ability to periodically arrange
for additional equity or debt financing to meet our operating needs. Unless our
product sales are greater than we currently forecast or there are other changes
to our business plan, we will need to arrange for additional financing within
the next 12 months to fund our operating and capital needs. This financing could
take the form of debt or equity. Given our historical operating results, the
stage of development of our products and the amount of our existing debt, as
well as the other factors described below, we may not be able to arrange for
debt or equity financing from third parties on favorable terms or at all.

Our cash requirements may vary materially from those now planned because of
changes in our operations, including the failure to achieve expected revenues,
greater than expected expenses, changes in OEM relationships, market conditions,
the failure to timely realize our product development goals, and other adverse
developments. In addition, we are subject to contingent obligations, including
the possible redemption of our outstanding Series C-1 Convertible Preferred
Stock and Series C-2 Convertible Preferred Stock at their respective maturity
dates, which could have negative impact on our available liquidity sources
during the next 12 months.



                                       26
<PAGE>


OUR LIMITED FINANCIAL RESOURCES COULD MATERIALLY AFFECT OUR BUSINESS, OUR
ABILITY TO COMMERCIALLY EXPLOIT OUR TECHNOLOGY AND OUR ABILITY TO RESPOND TO
UNANTICIPATED DEVELOPMENTS, AND COULD PLACE US AT A DISADVANTAGE TO OUR
COMPETITORS.

Currently, we do not have sufficient sales and gross profit to generate the cash
flows required to meet our operating and capital needs. Nor do we have committed
financing to provide for our operations for more than the next 12 months. As a
consequence, one of our primary objectives has been to reduce expenses and
overhead thus limiting the resources available for the development and
commercialization of our technology. Our limited financial resources could
materially affect our ability, and the pace at which, we are able to
commercially exploit our Saphion(R) technology. For example, it could:

     o    limit the research and development resources we are able to commit to
          the further development of our technology and the development of
          products that can be commercially exploited in our marketplace;

     o    limit the sales and marketing resources that we are able to commit to
          the marketing of our technology;

     o    have an adverse impact on our ability to attract top-tier companies as
          our technology and marketing partners;

     o    have an adverse impact on our ability to employ and retain qualified
          employees with the skills and expertise necessary to implement our
          business plan;

     o    make us more vulnerable to failure to achieve our forecasted results;
          economic downturns; adverse industry conditions; and catastrophic
          external events;

     o    limit our ability to withstand competitive pressures and reduce our
          flexibility in planning for, or responding to, changing business and
          economic conditions; and

     o    place us at a competitive disadvantage to our competitors that have
          greater financial resources than we have.

WE HAVE A HISTORY OF LOSSES AND AN ACCUMULATED DEFICIT AND MAY NEVER ACHIEVE OR
SUSTAIN SIGNIFICANT REVENUES OR PROFITABILITY.

We have incurred operating losses each year since our inception in 1989 and had
an accumulated deficit of $452.1 million as of December 31, 2004. Though we had
positive working capital of $1.4 million as of December 31, 2004, we have
sustained recurring losses related primarily to the research and development and
marketing of our products combined with the lack of sufficient sales to provide
for these needs. We anticipate that we will continue to incur operating losses
and negative cash flows during fiscal 2005. We may never achieve or sustain
sufficient revenues or profitability in the future.

IF WE CONTINUE TO EXPERIENCE SIGNIFICANT LOSSES WE MAY BE UNABLE TO MAINTAIN
SUFFICIENT LIQUIDITY TO PROVIDE FOR OUR OPERATING NEEDS.

We reported a net loss available to common stockholders of $23.0 million in the
nine months ended December 31, 2004, a net loss available to common stockholders
of $56.1 million for the fiscal year ended March 31, 2004 and a net loss
available to common stockholders of $37.9 million for the fiscal year ended
March 31, 2003. If we cannot achieve a competitive cost structure, achieve
profitability and access the capital markets on acceptable terms, we will be
unable to fund our obligations and sustain our operations.

OUR WORKING CAPITAL REQUIREMENTS MAY INCREASE BEYOND THOSE CURRENTLY
ANTICIPATED.

We have planned for an increase in sales and, if we experience sales in excess
of our plan, our working capital needs and capital expenditures would likely
increase from that currently anticipated. Our ability to meet this additional
customer demand would depend on our ability to arrange for additional equity or
debt financing since it is likely that cash flow from sales will lag behind
these increased working capital requirements.

OUR INDEBTEDNESS AND OTHER OBLIGATIONS ARE SUBSTANTIAL AND COULD MATERIALLY
AFFECT OUR BUSINESS AND OUR ABILITY TO INCUR ADDITIONAL DEBT TO FUND FUTURE
NEEDS.

We now have and will continue to have a significant amount of indebtedness and
other obligations. As of December 31, 2004, we had approximately $46.4 million
of total consolidated indebtedness and other obligations. Our substantial
indebtedness and other obligations could negatively impact our operations in the
future. For example, it could:



                                       27
<PAGE>


     o    limit our ability to obtain additional financing for working capital,
          capital expenditures, acquisitions and general corporate purposes;

     o    require us to dedicate a substantial portion of our cash flow from
          operations to the payment of principal of, and interest on, our
          indebtedness, thereby reducing the funds available to us for other
          purposes;

     o    make us more vulnerable to failure to achieve our forecasted results,
          economic downturns, adverse industry conditions or catastrophic
          external events, limit our ability to withstand competitive pressures
          and reduce our flexibility in planning for, or responding to, changing
          business and economic conditions; and

     o    place us at a competitive disadvantage to our competitors that have
          relatively less debt than we have.

ALL OF OUR ASSETS ARE PLEDGED AS COLLATERAL UNDER OUR LOAN AGREEMENTS. OUR
FAILURE TO MEET THE OBLIGATIONS UNDER OUR LOAN AGREEMENTS COULD RESULT IN
FORECLOSURE OF OUR ASSETS.

All of our assets are pledged as collateral under various loan agreements with
Mr. Carl Berg or related entities. If we fail to meet our obligations pursuant
to these loan agreements, Mr. Berg may declare all amounts borrowed from them to
be due and payable together with accrued and unpaid interest. If this were to
occur, we would not have the financial resources to repay our debt and these
lenders could proceed against our assets.

WE DEPEND ON A SMALL NUMBER OF CUSTOMERS FOR OUR REVENUES, AND OUR RESULTS OF
OPERATIONS AND FINANCIAL CONDITION COULD BE HARMED IF WE WERE TO LOSE THE
BUSINESS OF ANY ONE OF THEM.

To date, our existing purchase orders in commercial quantities are from a
limited number of customers. During the first nine months of fiscal 2005, one
customer, Best Buy Company, contributed approximately 20% of revenue. During
fiscal 2004, one customer, Best Buy, contributed 30% of revenue. During fiscal
2003, two customers, Alliant Techsystems Inc. and Pabion Corporation, Ltd., each
contributed more than 10% of total revenues. During fiscal 2002, four customers,
Hanil Joint Venture, Amperex Technology Limited, Alliant Techsystems Inc., and
Samsung Corporation, each contributed more than 10% of total revenues. For
fiscal 2001, four customers, Alliant Techsystems Inc., MicroEnergy Technologies
Inc., Moltech Corporation, and Qualcomm, each contributed more than 10% of total
revenues. We anticipate that sales of our products to a limited number of key
customers will continue to account for a significant portion of our total
revenues. We do not have long-term agreements with any of our customers and do
not expect to enter into any long-term agreements in the near future. As a
result, we face the substantial risk that one or more of the following events
could occur:

     o    reduction, delay or cancellation of orders from a customer;

     o    development by a customer of other sources of supply;

     o    selection by a customer of devices manufactured by one of our
          competitors for inclusion in future product generations;

     o    loss of a customer or a disruption in our sales and distribution
          channels; or

     o    failure of a customer to make timely payment of our invoices.

If we were to lose one or more customers, or if we were to lose revenues due to
a customer's inability or refusal to continue to purchase our batteries, our
business, results of operations and financial condition could be harmed.

OUR BUSINESS WILL BE ADVERSELY AFFECTED IF OUR SAPHION(R) TECHNOLOGY BATTERIES
ARE NOT COMMERCIALLY ACCEPTED.

We are researching and developing batteries based upon phosphate chemistry. Our
batteries are designed and manufactured as components for other companies and
end-user customers. Our success depends on the acceptance of our batteries and
the products using our batteries in their markets. Technical issues may arise
that may affect the acceptance of our products by our customers. Market
acceptance may also depend on a variety of other factors, including educating
the target market regarding the benefits of our products. Market acceptance and
market share are also affected by the timing of market introduction of
competitive products. If our customers or we are unable to gain any significant
market acceptance for Saphion(R) technology-based batteries, our business wilL
be adversely affected. It is too early to determine if Saphion(R)
technology-based batteries wilL achieve significant market acceptance.



                                       28
<PAGE>


IF WE ARE UNABLE TO DEVELOP, MANUFACTURE AND MARKET PRODUCTS THAT GAIN WIDE
CUSTOMER ACCEPTANCE, OUR BUSINESS WILL BE ADVERSELY AFFECTED.

The process of developing our products is complex, and failure to anticipate
customers' changing needs and to develop products that receive widespread
customer acceptance could significantly harm our results of operations. We must
make long-term investments and commit significant resources before knowing
whether our predictions will eventually result in products that the market will
accept. After a product is developed, we must be able to manufacture sufficient
volumes quickly and at low costs. To accomplish this, we must accurately
forecast volumes, mix of products and configurations that meet customer
requirements, and we may not succeed.

IF OUR PRODUCTS FAIL TO PERFORM AS EXPECTED, WE COULD LOSE EXISTING AND FUTURE
BUSINESS, AND OUR ABILITY TO DEVELOP, MARKET AND SELL OUR BATTERIES COULD BE
HARMED.

If our products when introduced do not perform as expected, our reputation could
be severely damaged, and we could lose existing or potential future business.
This performance failure may have the long-term effect of harming our ability to
develop, market and sell our products.

OUR FAILURE TO COST-EFFECTIVELY MANUFACTURE BATTERIES IN COMMERCIAL QUANTITIES,
WHICH SATISFY OUR CUSTOMERS' PRODUCT SPECIFICATIONS, COULD DAMAGE OUR CUSTOMER
RELATIONSHIPS AND RESULT IN SIGNIFICANT LOST BUSINESS OPPORTUNITIES FOR US.

To be successful, we must cost-effectively manufacture commercial quantities of
our batteries that meet customer specifications. To facilitate commercialization
of our products, we will need to further reduce our manufacturing costs, which
we intend to do through the effective utilization of manufacturing partners and
establishing manufacturing and development operations in our wholly-owned
subsidiaries in China. We currently manufacture our batteries and assemble our
products in China and Taiwan. We intend to transition additional operations to
Asia over the course of fiscal 2005. We have ceased production in our Northern
Ireland manufacturing facility and are attempting to sell the facility. As a
consequence, we are dependent on the performance of our manufacturing partners
to manufacture and deliver our products to our customers. If any of our
manufacturing partners is unable to continue to manufacture products in
commercial quantities on a timely and efficient basis, we could lose customers
and adversely impact our ability to attract future customers.

IN ADDITION TO BEING USED IN OUR OWN PRODUCT LINES, OUR BATTERY CELLS ARE
INTENDED TO BE INCORPORATED INTO OTHER PRODUCTS. IF WE DO NOT FORM EFFECTIVE
ARRANGEMENTS WITH OEMS TO COMMERCIALIZE THESE PRODUCTS, OUR PROFITABILITY COULD
BE IMPAIRED.

Our business strategy contemplates that we will be required to rely on
assistance from OEMs to gain market acceptance for our products. We therefore
will need to identify acceptable OEMs and enter into agreements with them. Once
we identify acceptable OEMs and enter into agreements with them, we will need to
meet these companies' requirements by developing and introducing new products
and enhanced or modified versions of our existing products on a timely basis.
OEMs often require unique configurations or custom designs for batteries, which
must be developed and integrated into their product well before the product is
launched. This development process not only requires substantial lead-time
between the commencement of design efforts for a customized power system and the
commencement of volume shipments of the power system to the customer, but also
requires the cooperation and assistance of the OEMs for purposes of determining
the requirements for each specific application. We may have technical issues
that arise that may affect the acceptance of our products by OEMs. If we are
unable to design, develop, and introduce products that meet OEMs' requirements,
we may lose opportunities to enter into additional purchase orders and our
reputation may be damaged. As a result, we may not receive adequate assistance
from OEMs or pack assemblers to successfully commercialize our products, which
could impair our profitability.

FAILURE TO IMPLEMENT AN EFFECTIVE LICENSING BUSINESS STRATEGY WILL ADVERSELY
AFFECT OUR REVENUE, CASH FLOW, AND PROFITABILITY.

Our long-term business strategy anticipates achieving significant revenue from
the licensing of our intellectual property assets, such as our Saphion(R)
technology. We have not entered into anY licensing agreements for our Saphion(R)
technology. Our future operating results could be adverselY affected by a
variety of factors including:

     o    our ability to secure and maintain significant licensees of our
          proprietary technology;

     o    the extent to which our future licensees successfully incorporate our
          technology into their products;

     o    the acceptance of new or enhanced versions of our technology;


                                       29
<PAGE>



     o    the rate at which our licensees manufacture and distribute their
          products to OEMs; and

     o    our ability to secure one-time license fees and ongoing royalties for
          our technology from licensees.

Our future success will also depend on our ability to execute our licensing
operations simultaneously with our other business activities. If we fail to
substantially expand our licensing activities while maintaining our other
business activities, our results of operations and financial condition will be
adversely affected.

THE FACT THAT WE DEPEND ON A SOLE SOURCE SUPPLIER OR A LIMITED NUMBER OF
SUPPLIERS FOR KEY RAW MATERIALS MAY DELAY OUR PRODUCTION OF BATTERIES.

We depend on a sole source supplier or a limited number of suppliers for certain
key raw materials used in manufacturing and developing our power systems. We
generally purchase raw materials pursuant to purchase orders placed from time to
time and have no long-term contracts or other guaranteed supply arrangements
with our sole or limited source suppliers. As a result, our suppliers may not be
able to meet our requirements relative to specifications and volumes for key raw
materials, and we may not be able to locate alternative sources of supply at an
acceptable cost. In the past, we have experienced delays in product development
due to the delivery of nonconforming raw materials from our suppliers. If in the
future we are unable to obtain high quality raw materials in sufficient
quantities on competitive pricing terms and on a timely basis, it may delay
battery production, impede our ability to fulfill existing or future purchase
orders and harm our reputation and profitability.

WE HAVE FOUR KEY EXECUTIVES, THE LOSS OF ANY OF WHICH COULD HARM OUR BUSINESS.

Without qualified executives, we face the risk that we will not be able to
effectively run our business on a day-to-day basis or execute our long-term
business plan. We do not have key man life insurance policies with respect to
any of our key members of management.

OUR ONGOING RELOCATION OF MANUFACTURING AND DEVELOPMENT OPERATIONS TO CHINA IS A
COMPLEX PROCESS THAT MAY DIVERT MANAGEMENT ATTENTION, LEAD TO DISRUPTIONS IN
OPERATIONS AND DELAY IMPLEMENTATION OF OUR BUSINESS STRATEGY.

We are relocating our manufacturing and development operations to China, which
is a time-consuming and complicated process. The relocation will require
physically moving and setting up operations as well as ensuring that we have
adequate staffing, including administrative and executive personnel, including
Joseph Lamoreux, our Chief Operating Officer, who has accepted a temporary
assignment to manage our China-based operations. Some of our employees may not
wish to relocate and we will have to find suitable employees in China. If the
labor pool does not have adequate resources, we may have to train personnel to
perform necessary functions for our manufacturing and development operations.
While we intend to implement a plan to relocate our manufacturing and
development operations that will minimize disruption, our failure to do so could
result in service disruptions that would negatively affect our business and
could reduce our revenue and result in customer dissatisfaction. Furthermore,
planning for the relocation is also expected to divert the attention of our key
management personnel, including Mr. Lamoreux. We cannot assure you that key
management will not be distracted by planning for our relocation. We also cannot
assure you that we will be able to complete the relocation efficiently or
effectively, or that we will not experience service disruptions, loss in
customers, or decreased revenue as a result of the relocation. Additionally,
some of our key employees, including executives, may choose not to remain
employed with us after the relocation. The occurrence of any of the foregoing
events affecting or resulting from our move could harm our business.

WE EXPECT TO SELL A SIGNIFICANT PORTION OF OUR PRODUCTS TO AND DERIVE A
SIGNIFICANT PORTION OF OUR LICENSING REVENUES FROM CUSTOMERS LOCATED OUTSIDE THE
UNITED STATES. FOREIGN GOVERNMENT REGULATIONS, CURRENCY FLUCTUATIONS AND
INCREASED COSTS ASSOCIATED WITH INTERNATIONAL SALES COULD MAKE OUR PRODUCTS AND
LICENSES UNAFFORDABLE IN FOREIGN MARKETS, WHICH WOULD REDUCE OUR FUTURE
PROFITABILITY.

We expect that international sales of our products and licenses, as well as
licensing royalties, represent a significant portion of our sales potential.
International business can be subject to many inherent risks that are difficult
or impossible for us to predict or control, including:

o    changes in foreign government regulations and technical standards,
     including additional regulation of rechargeable batteries, technology, or
     the transport of lithium and phosphate, which may reduce or eliminate our
     ability to sell or license in certain markets;


                                       30
<PAGE>


o    impositions by foreign governments of tariffs, quotas, and taxes on our
     batteries or our import of technology into their countries;

o    requirements or preferences of foreign nations for domestic products could
     reduce demand for our batteries and our technology;

o    fluctuations in currency exchange rates relative to the U.S. dollar could
     make our batteries and our technology unaffordable to foreign purchasers
     and licensees or more expensive compared to those of foreign manufacturers
     and licensors;

o    longer payment cycles typically associated with international sales and
     potential difficulties in collecting accounts receivable, which may reduce
     the future profitability of foreign sales and royalties;

o    import and export licensing requirements in Europe and other regions
     including China where we intend to conduct business, which may reduce or
     eliminate our ability to sell or license in certain markets; and

o    political and economic instability in countries, including China, where we
     intend to conduct business, which may reduce the demand for our batteries
     and our technology or our ability to market our batteries and our
     technology in those countries.

These risks may increase our costs of doing business internationally and reduce
our sales and royalties or future profitability.

WE MAY NEED TO EXPAND OUR EMPLOYEE BASE AND OPERATIONS IN ORDER TO EFFECTIVELY
DISTRIBUTE OUR PRODUCTS COMMERCIALLY, WHICH MAY STRAIN OUR MANAGEMENT AND
RESOURCES AND COULD HARM OUR BUSINESS.

To implement our growth strategy successfully, we will have to increase our
staff in China, with personnel in manufacturing, engineering, sales, marketing,
and product support capabilities, as well as third party and direct distribution
channels. However, we face the risk that we may not be able to attract new
employees to sufficiently increase our staff or product support capabilities, or
that we will not be successful in our sales and marketing efforts. Failure in
any of these areas could impair our ability to execute our plans for growth and
adversely affect our future profitability.

COMPETITION FOR PERSONNEL, IN PARTICULAR FOR PRODUCT DEVELOPMENT AND PRODUCT
IMPLEMENTATION PERSONNEL, IS INTENSE, AND WE MAY HAVE DIFFICULTY ATTRACTING THE
PERSONNEL NECESSARY TO EFFECTIVELY OPERATE OUR BUSINESS.

We believe that our future success will depend in large part on our ability to
attract and retain highly skilled technical, managerial, and marketing personnel
who are familiar with and experienced in the battery industry. If we cannot
attract and retain experienced sales and marketing executives, we may not
achieve the visibility in the marketplace that we need to obtain purchase
orders, which would have the result of lowering our sales and earnings. We
compete in the market for personnel against numerous companies, including
larger, more established competitors who have significantly greater financial
resources than we do. We cannot assure you that we will be successful in
attracting and retaining the skilled personnel necessary to operate our business
effectively in the future.

INTERNATIONAL POLITICAL EVENTS AND THE THREAT OF ONGOING TERRORIST ACTIVITIES
COULD INTERRUPT MANUFACTURING OF OUR BATTERIES AND OUR PRODUCTS AT OUR OEM
FACILITIES OR OUR OWN FACILITIES AND CAUSE US TO LOSE SALES AND MARKETING
OPPORTUNITIES.

The terrorist attacks that took place in the United States on September 11,
2001, along with the U.S. military campaigns against terrorism in Iraq,
Afghanistan, and elsewhere, and continued violence in the Middle East have
created many economic and political uncertainties, some of which may materially
harm our business and revenues. International political instability resulting
from these events could temporarily or permanently disrupt our manufacturing of
our batteries and products at our OEM facilities or our own facilities in Asia
and elsewhere, and have an immediate adverse impact on our business. Since
September 11, 2001, some economic commentators have indicated that spending on
capital equipment of the type that use our batteries has been weaker than
spending in the economy as a whole, and many of our customers are in industries
that also are viewed as under-performing the overall economy, such as the
telecommunications, industrial, and utility industries. The long-term effects of
these events on our customers, the market for our common stock, the markets for
our products, and the U.S. economy as a whole are uncertain. Terrorist
activities could temporarily or permanently interrupt our manufacturing,
development, sales, and marketing activities anywhere in the world. Any delays
also could cause us to lose sales and marketing opportunities, as potential
customers would find other vendors to meet their needs. The consequences of any
additional terrorist attacks, or any expanded armed conflicts are unpredictable,
and we may not be able to foresee events that could have an adverse effect on
our markets or our business.



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<PAGE>


IF WE ARE SUED ON A PRODUCT LIABILITY CLAIM, OUR INSURANCE POLICIES MAY NOT BE
SUFFICIENT.

Although we maintain general liability insurance and product liability
insurance, our insurance may not cover all potential types of product liability
claims to which manufacturers are exposed or may not be adequate to indemnify us
for all liability that may be imposed. Any imposition of liability that is not
covered by insurance or is in excess of our insurance coverage could harm our
business.

OUR PATENT APPLICATIONS MAY NOT RESULT IN ISSUED PATENTS, WHICH WOULD HAVE A
MATERIAL ADVERSE EFFECT ON OUR ABILITY TO COMMERCIALLY EXPLOIT OUR PRODUCTS.

Patent applications in the United States are maintained in secrecy until the
patents issue or are published. Since publication of discoveries in the
scientific or patent literature tends to lag behind actual discoveries by
several months, we cannot be certain that we are the first creator of inventions
covered by pending patent applications or the first to file patent applications
on these inventions. We also cannot be certain that our pending patent
applications will result in issued patents or that any of our issued patents
will afford protection against a competitor. In addition, patent applications
filed in foreign countries are subject to laws, rules and procedures that differ
from those of the United States, and thus we cannot be certain that foreign
patent applications related to issued U.S. patents will issue. Furthermore, if
these patent applications issue, some foreign countries provide significantly
less effective patent enforcement than the United States.

The status of patents involves complex legal and factual questions and the
breadth of claims allowed is uncertain. Accordingly, we cannot be certain that
the patent applications that we file will result in patents being issued, or
that our patents and any patents that may be issued to us in the future will
afford protection against competitors with similar technology. In addition,
patents issued to us may be infringed upon or designed around by others and
others may obtain patents that we need to license or design around, either of
which would increase costs and may adversely affect our operations.

IF WE CANNOT PROTECT OR ENFORCE OUR EXISTING INTELLECTUAL PROPERTY RIGHTS OR IF
OUR PENDING PATENT APPLICATIONS DO NOT RESULT IN ISSUED PATENTS, WE MAY LOSE THE
ADVANTAGES OF OUR RESEARCH AND MANUFACTURING SYSTEMS.

Our ability to compete successfully will depend on whether we can protect our
existing proprietary technology and manufacturing processes. We rely on a
combination of patent and trade secret protection, non-disclosure agreements and
cross-licensing agreements. These measures may not be adequate to safeguard the
proprietary technology underlying our batteries. Employees, consultants, and
others who participate in the development of our products may breach their
non-disclosure agreements with us, and we may not have adequate remedies in the
event of their breaches. In addition, our competitors may be able to develop
products that are equal or superior to our products without infringing on any of
our intellectual property rights. We currently manufacture and export some of
our products from China. The legal regime protecting intellectual property
rights in China is weak. Because the Chinese legal system in general, and the
intellectual property regime in particular, are relatively weak, it is often
difficult to enforce intellectual property rights in China. In addition, there
are other countries where effective copyright, trademark and trade secret
protection may be unavailable or limited. Accordingly, we may not be able to
effectively protect our intellectual property rights outside of the United
States.

We have established a program for intellectual property documentation and
protection in order to safeguard our technology base. We intend to vigorously
pursue enforcement and defense of our patents and our other proprietary rights.
We could incur significant expenses in preserving our proprietary rights, and
these costs could harm our financial condition. We also are attempting to expand
our intellectual property rights through our applications for new patents. We
cannot be certain that our pending patent applications will result in issued
patents or that our issued patents will afford us protection against a
competitor. Our inability to protect our existing proprietary technologies or to
develop new proprietary technologies may substantially impair our financial
condition and results of operations.

INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS BROUGHT AGAINST US COULD BE
TIME-CONSUMING AND EXPENSIVE TO DEFEND, AND IF ANY OF OUR PRODUCTS OR PROCESSES
IS FOUND TO BE INFRINGING, WE MAY NOT BE ABLE TO PROCURE LICENSES TO USE PATENTS
NECESSARY TO OUR BUSINESS AT REASONABLE TERMS, IF AT ALL.

In recent years, there has been significant litigation in the United States
involving patents and other intellectual property rights. While we currently are
not engaged in any intellectual property litigation or proceedings, we may
become involved in these proceedings in the future. In the future we may be
subject to claims or inquiries regarding our alleged unauthorized use of a third
party's intellectual property. An adverse outcome in litigation could force us
to do one or more of the following:

o    stop selling, incorporating, or using our products that use the challenged
     intellectual property;



                                       32
<PAGE>


o    pay significant damages to third parties;

o    obtain from the owners of the infringed intellectual property right a
     license to sell or use the relevant technology, which license may not be
     available on reasonable terms, or at all; or

o    redesign those products or manufacturing processes that use the infringed
     technology, which may not be economically or technologically feasible.

Whether or not an intellectual property litigation claim is valid, the cost of
responding to it, in terms of legal fees and expenses and the diversion of
management resources, could be expensive and harm our business.

IN THE PAST WE HAVE SOLD OXIDE-BASED BATTERIES CONTAINING POTENTIALLY DANGEROUS
MATERIALS, WHICH COULD EXPOSE US TO PRODUCT LIABILITY CLAIMS. THESE TYPES OF
BATTERIES NOW COMPRISE A SMALL PORTION OF OUR AVAILABLE PRODUCTS.

In the event of a short circuit or other physical damage to an oxide-based
battery, a reaction may result with excess heat or a gas being generated and
released. If the heat or gas is not properly released, the battery may be
flammable or potentially explosive. We could, therefore, be exposed to possible
product liability litigation. In addition, our batteries incorporate potentially
dangerous materials, including lithium. It is possible that these materials may
require special handling or those safety problems may develop in the future. If
the amounts of active materials in our batteries are not properly balanced and
if the charge/discharge system is not properly managed, a dangerous situation
may result. Battery pack assemblers using batteries incorporating technology
similar to ours include special safety circuitry within the battery to prevent
such a dangerous condition. We expect that our customers will have to use a
similar type of circuitry in connection with their use of our oxide-based
products.

                  RISKS ASSOCIATED WITH DOING BUSINESS IN CHINA

SINCE SOME OF OUR PRODUCTS ARE MANUFACTURED IN CHINA AND WE INTEND TO TRANSFER
ADDITIONAL OPERATIONS TO CHINA, WE FACE RISKS IF CHINA LOSES NORMAL TRADE
RELATIONS WITH THE UNITED STATES.

We manufacture and export products from China. Our products sold in the United
States are currently not subject to U.S. import duties. On September 19, 2000,
the U.S. Senate voted to permanently normalize trade with China, which provides
a favorable category of U.S. import duties. In addition, on December 11, 2001
China was accepted into the World Trade Organization (WTO), a global
international organization that regulates international trade. As a result of
opposition to certain policies of the Chinese government and China's growing
trade surpluses with the United States, there has been, and in the future may
be, opposition to the extension of Normal Trade Relations, or NTR, status for
China. The loss of NTR status for China, changes in current tariff structures or
adoption in the Unites States of other trade policies adverse to China could
have an adverse effect on our business.

Furthermore, our business may be adversely affected by the diplomatic and
political relationships between the United States and China. These influences
may adversely affect our ability to operate in China. If the relationship
between the United States and China were to materially deteriorate, it could
negatively impact our ability to control our operations and relationships in
China, enforce any agreements we have with Chinese manufacturers or otherwise
deal with any assets or investments we may have in China.



                                       33
<PAGE>


BECAUSE THE CHINESE LEGAL SYSTEM IN GENERAL AND THE INTELLECTUAL PROPERTY REGIME
IN PARTICULAR, ARE RELATIVELY WEAK, WE MAY NOT BE ABLE TO ENFORCE INTELLECTUAL
PROPERTY RIGHTS IN CHINA AND ELSEWHERE.

We currently manufacture and export some of our products from China. The legal
regime protecting intellectual property rights in China is weak. Because the
Chinese legal system in general and the intellectual property regime in
particular, are relatively weak, it is often difficult to enforce intellectual
property rights in China. In addition, there are other countries where effective
copyright, trademark and trade secret protection may be unavailable or limited.
Accordingly, we may not be able to effectively protect our intellectual property
rights outside of the United States.

ENFORCING AGREEMENTS AND LAWS IN CHINA IS DIFFICULT OR MAY BE IMPOSSIBLE AS
CHINA DOES NOT HAVE A COMPREHENSIVE SYSTEM OF LAWS.

We are dependent on our agreements with our Chinese manufacturing partners. In
addition, we are currently party to a dispute with our joint venture partner in
our unsuccessful Fengfan joint venture. Enforcement of agreements may be
sporadic and implementation and interpretation of laws may be inconsistent. The
Chinese judiciary is relatively inexperienced in interpreting agreements and
enforcing the laws, leading to a higher than usual degree of uncertainty as to
the outcome of any litigation. Even where adequate law exists in China, it may
be impossible to obtain swift and equitable enforcement of the law, or to obtain
enforcement of a judgment by a court of another jurisdiction.

THE GOVERNMENT OF CHINA MAY CHANGE OR EVEN REVERSE ITS POLICIES OF PROMOTING
PRIVATE INDUSTRY AND FOREIGN INVESTMENT, IN WHICH CASE OUR ASSETS AND OPERATIONS
MAY BE AT RISK.

China is a socialist state, which since 1949 has been, and is expected to
continue to be, controlled by the Communist Party of China. Our existing and
planned operations in China are subject to the general risks of doing business
internationally and the specific risks related to the business, economic and
political conditions in China, which include the possibility that the central
government of China will change or even reverse its policies of promoting
private industry and foreign investment in China. Many of the current reforms
which support private business in China are unprecedented or experimental. Other
political, economic and social factors, such as political changes, changes in
the rates of economic growth, unemployment or inflation, or the disparities of
per capita wealth among citizens of China and between regions within China,
could also lead to further readjustment of the government's reform measures. It
is not possible to predict whether the Chinese government will continue to be as
supportive of private business in China, nor is it possible to predict how
future reforms will affect our business.

THE GOVERNMENT OF CHINA CONTINUES TO EXERCISE SUBSTANTIAL CONTROL OVER THE
CHINESE ECONOMY WHICH COULD HAVE A NEGATIVE IMPACT ON OUR BUSINESS.

The government of China has exercised and continues to exercise substantial
control over virtually every section of the Chinese economy through regulation
and state ownership. China's continued commitment to reform and the development
of a vital private sector in that country have, to some extent, limited the
practical effects of the control currently exercised by the government over
individual enterprises. However, the economy continues to be subject to
significant government controls, which, if directed towards our business
activities, could have a significant adverse impact on us. For example, if the
government were to limit the number of foreign personnel who could work in the
country, or substantially increase taxes on foreign businesses or were to impose
any number of other possible types of limitations on our operations, the impact
would be significant.

CHANGES IN CHINA'S POLITICAL AND ECONOMIC POLICIES COULD HARM OUR BUSINESS.

The economy of China has historically been a planned economy subject to
governmental plans and quotas and has, in certain aspects, been transitioning to
a more market-oriented economy. Although we believe that the economic reform and
the macroeconomic measures adopted by the Chinese government have had a positive
effect on the economic development of China, we cannot predict the future
direction of these economic reforms or the effects these measures may have on
our business, financial position or results of operations. In addition, the
Chinese economy differs from the economies of most countries belonging to the
Organization for Economic Cooperation and Development, or OECD. These
differences include:

     o    economic structure;

     o    level of government involvement in the economy;



                                       34
<PAGE>


     o    level of development

     o    level of capital reinvestment;

     o    control of foreign exchange;

     o    methods of allocating resources; and

     o    balance of payments position.

As a result of these differences, our operations, including our current
manufacturing operations in China, may not develop in the same way or at the
same rate as might be expected if the Chinese economy were similar to the OECD
member countries.

BUSINESS PRACTICES IN CHINA MAY ENTAIL GREATER RISK AND DEPENDENCE UPON THE
PERSONAL RELATIONSHIPS OF SENIOR MANAGEMENT THAN IS COMMON IN NORTH AMERICA AND
THEREFORE SOME OF OUR AGREEMENTS WITH OTHER PARTIES IN CHINA COULD BE DIFFICULT
OR IMPOSSIBLE TO ENFORCE.

The business culture of China is, in some respects, different from the business
culture in Western countries and may present some difficulty for Western
investors reviewing contractual relationships among companies in China and
evaluating the merits of an investment. Personal relationships among business
principals of companies and business entities in China are very significant in
the business culture. In some cases, because so much reliance is based upon
personal relationships, written contracts among businesses in China may be less
detailed and specific than is commonly accepted for similar written agreements
in Western countries. In some cases, material terms of an understanding are not
contained in the written agreement but exist as oral agreements only. In other
cases, the terms of transactions which may involve material amounts of money are
not documented at all. In addition, in contrast to Western business practices
where a written agreement specifically defines the terms, rights and obligations
of the parties in a legally binding and enforceable manner, the parties to a
written agreement in China may view that agreement more as a starting point for
an ongoing business relationship which will evolve and require ongoing
modification. As a result, written agreements in China may appear to the Western
reader to look more like outline agreements that precede a formal written
agreement. While these documents may appear incomplete or unenforceable to a
Western reader, the parties to the agreement in China may feel that they have a
more complete understanding than is apparent to someone who is only reading the
written agreement without having attended the negotiations. As a result,
contractual arrangements in China may be more difficult to review and
understand. Also, despite legal developments in China over the past 20 years,
adequate laws, comparable with Western standards, do not exist in all areas and
it is unclear how many of our business arrangements would be interpreted or
enforced by a court in China.

OUR OPERATIONS COULD BE MATERIALLY INTERRUPTED, AND WE MAY SUFFER A LARGE AMOUNT
OF LOSS, IN THE CASE OF FIRE, CASUALTY OR THEFT AT ONE OF OUR MANUFACTURING OR
OTHER FACILITIES.

Firefighting and disaster relief or assistance in China is substandard by
Western standards. Consistent with the common practice in China for companies of
our size and or the size of our business partners in China, neither we nor they,
to our knowledge, maintain fire, casualty, theft insurance or business
interruption insurance. In the event of any material damage to, or loss of, the
manufacturing plants where our products are or will be produced due to fire,
casualty, theft, severe weather, flood or other similar causes, we would be
forced to replace any assets lost in those disasters without the benefit of
insurance. Thus our financial position could be materially compromised or we
might have to cease doing business. Also, consistent with customary business
practices in China, we do not carry business interruption insurance.

THE SYSTEM OF TAXATION IN CHINA IS UNCERTAIN AND SUBJECT TO UNPREDICTABLE CHANGE
THAT COULD AFFECT OUR PROFITABILITY.

Many tax rules are not published in China and those that are published can be
ambiguous and contradictory leaving a considerable amount of discretion to local
tax authorities. China currently offers tax and other preferential incentives to
encourage foreign investment. However, the country's tax regime is undergoing
review and we cannot assure you that such tax and other incentives will continue
to be made available. Currently, China levies a 10% withholding tax on dividends
received from Chinese-foreign joint ventures. If we enter into a joint venture
with a Chinese company as part of our strategy to reduce costs, the joint
venture may be considered a Chinese-foreign joint venture if the majority of its
equity interests are owned by a foreign shareholder. A temporary exemption from
this withholding tax has been granted to foreign investors. However, there is no
indication when this exemption will end.



                                       35
<PAGE>


IT IS UNCERTAIN WHETHER WE WILL BE ABLE TO RECOVER VALUE ADDED TAXES IMPOSED BY
THE CHINESE TAXING AUTHORITIES.

China's turnover tax system consists of value-added tax, consumption tax and
business tax. Export sales are exempted under VAT rules and an exporter who
incurs input Value Added Tax (VAT) on purchase or manufacture of goods should be
able to claim a refund from Chinese tax authorities. However, due to a reduction
in the VAT export refund rate of some goods, exporters might bear part of the
VAT they incurred in conjunction with the exported goods. In 2003, changes to
the Chinese VAT system were announced affecting the recoverability of input VAT
beginning January 1, 2004. Our VAT expense will depend on the reaction of both
our suppliers and customers. Continued efforts by the Chinese government to
increase tax revenues could result in revisions to tax laws or their
interpretation, which could increase our VAT and various tax liabilities.

ANY RECURRENCE OF SEVERE ACUTE RESPIRATORY SYNDROME, OR SARS, AVIARY FLU, OR
ANOTHER WIDESPREAD PUBLIC HEALTH PROBLEM, COULD ADVERSELY AFFECT OUR BUSINESS
AND RESULTS OF OPERATIONS.

A renewed outbreak of SARS, aviary flu, or another widespread public health
problem in China, where we have moved our manufacturing operations and may move
additional operations, could have a negative effect on our operations. Our
operations may be impacted by a number of health-related factors, including the
following:

     o    quarantines or closures of some of our manufacturing or other
          facilities which would severely disrupt our operations; or

     o    the sickness or death of key officers or employees of our
          manufacturing or other facilities.

Any of the foregoing events or other unforeseen consequences of public health
problems in China could adversely affect our business and results of operations.

OUR PRODUCTION AND SHIPPING CAPABILITIES COULD BE ADVERSELY AFFECTED BY ONGOING
TENSIONS BETWEEN THE CHINESE AND TAIWANESE GOVERNMENTS.

Key components of our products are manufactured in China and assembled in Taiwan
into end products or systems. In the event that Taiwan does not adopt a plan for
unifying with China, the Chinese government has threatened military action
against Taiwan. As of yet, Taiwan has not indicated that it intends to propose
or adopt a reunification plan. If an invasion by China were to occur, the
ability of our manufacturing and assembly partners could be adversely affected,
potentially limiting our production capabilities. An invasion could also lead to
sanctions or military action by the United States and/or European countries,
which could further adversely affect our business.


                       RISKS ASSOCIATED WITH OUR INDUSTRY

IF COMPETING TECHNOLOGIES THAT OUTPERFORM OUR BATTERIES WERE DEVELOPED AND
SUCCESSFULLY INTRODUCED, THEN OUR PRODUCTS MIGHT NOT BE ABLE TO COMPETE
EFFECTIVELY IN OUR TARGETED MARKET SEGMENTS.

Rapid and ongoing changes in technology and product standards could quickly
render our products less competitive or obsolete. Other companies are seeking to
enhance traditional battery technologies, such as lead acid and nickel cadmium,
have recently introduced or are developing batteries based on nickel
metal-hydride, liquid lithium-ion and other emerging and potential technologies.
These competitors are engaged in significant development work on these various
battery systems, and we believe that much of this effort is focused on achieving
higher energy densities for low power applications such as portable electronics.
One or more new, higher energy rechargeable battery technologies could be
introduced which could be directly competitive with, or superior to, our
technology. The capabilities of many of these competing technologies have
improved over the past several years. Competing technologies that outperform our
batteries could be developed and successfully introduced, and as a result, there
is a risk that our products may not be able to compete effectively in our
targeted market segments.

We have invested in research and development of next-generation technology in
energy solutions. If we are not successful in developing and commercially
exploiting new energy solutions based on new materials, or we experience delays
in the development and exploitation of new energy solutions, compared to our
competitors, our future growth and revenues will be adversely affected.


                                       36
<PAGE>


OUR PRINCIPAL COMPETITORS HAVE GREATER FINANCIAL AND MARKETING RESOURCES THAN WE
DO AND THEY MAY THEREFORE DEVELOP BATTERIES SIMILAR OR SUPERIOR TO OURS OR
OTHERWISE COMPETE MORE SUCCESSFULLY THAN WE DO.

Competition in the rechargeable battery industry is intense. The industry
consists of major domestic and international companies, most of which have
financial, technical, marketing, sales, manufacturing, distribution and other
resources substantially greater than ours. There is a risk that other companies
may develop batteries similar or superior to ours. In addition, many of these
companies have name recognition, established positions in the market, and
long-standing relationships with OEMs and other customers. We believe that our
primary competitors are existing suppliers of cylindrical lithium-ion, nickel
cadmium, nickel metal-hydride and in some cases non-SLI lead-acid batteries.
These suppliers include Sanyo, Matsushita Industrial Co., Ltd. (Panasonic),
Sony, Toshiba, SAFT E-One Moli Energy as well as the numerous lead-acid
manufacturers throughout the world. Most of these companies are very large and
have substantial resources and market presence. We expect that we will compete
against manufacturers of other types of batteries in our targeted application
segments. There is also a risk that we may not be able to compete successfully
against manufacturers of other types of batteries in any of our targeted
applications.

LAWS REGULATING THE MANUFACTURE OR TRANSPORTATION OF BATTERIES MAY BE ENACTED
WHICH COULD RESULT IN A DELAY IN THE PRODUCTION OF OUR BATTERIES OR THE
IMPOSITION OF ADDITIONAL COSTS THAT COULD HARM OUR ABILITY TO BE PROFITABLE.

At the present time, international, federal, state, and local laws do not
directly regulate the storage, use, and disposal of the component parts of our
batteries. However, laws and regulations may be enacted in the future, which
could impose environmental, health and safety controls on the storage, use, and
disposal of certain chemicals and metals used in the manufacture of lithium
polymer batteries. Satisfying any future laws or regulations could require
significant time and resources from our technical staff and possible redesign
which may result in substantial expenditures and delays in the production of our
product, all of which could harm our business and reduce our future
profitability. The transportation of lithium and lithium-ion batteries is
regulated both internationally and domestically. Under recently revised United
Nations recommendations and as adopted by the International Air Transport
Association (IATA), our N-ChargeTM Power System (Model VNC-65) and N-ChargeTM
Power System II are exempt from a Class 9 designation for transportation, while
our N-ChargeTM Power System (Model VNC-130), our K-Charge(TM) Power System, and
U-Charge(TM) Power System currently fall within the level such that they are nOt
exempt and require a class 9 designation for transportation. The revised United
Nations recommendations are not U.S. law until such time as they are
incorporated into the Department of Transportation (DOT) Hazardous Material
Regulations. However, DOT has proposed new regulations harmonizing with the U.N.
guidelines. At present it is not known if or when the proposed regulations would
be adopted by the United States. While we fall under the equivalency levels for
the United States and comply with all safety packaging requirements worldwide,
future DOT or IATA regulations or enforcement policies could impose costly
transportation requirements. In addition, compliance with any new DOT and IATA
approval process could require significant time and resources from our technical
staff and, if redesign were necessary, could delay the introduction of new
products.

                  GENERAL RISKS ASSOCIATED WITH STOCK OWNERSHIP

CORPORATE INSIDERS OR THEIR AFFILIATES WILL BE ABLE TO EXERCISE SIGNIFICANT
CONTROL OVER MATTERS REQUIRING STOCKHOLDER APPROVAL THAT MIGHT NOT BE IN THE
BEST INTERESTS OF OUR STOCKHOLDERS AS A WHOLE.

As of February 1, 2005, our officers, directors and their affiliates as a group
beneficially owned approximately 40.0% of our outstanding common stock. Carl
Berg, one of our directors, beneficially owns approximately 37.0% of our
outstanding common stock. As a result, these stockholders will be able to
exercise significant control over all matters requiring stockholder approval,
including the election of directors and the approval of significant corporate
transactions, which could delay or prevent someone from acquiring or merging
with us. The interest of our officers and directors, when acting in their
capacity as stockholders, may lead them to:

     o    vote for the election of directors who agree with the incumbent
          officers' or directors' preferred corporate policy; or

     o    oppose or support significant corporate transactions when these
          transactions further their interests as incumbent officers or
          directors, even if these interests diverge from their interests as
          stockholders per se and thus from the interests of other stockholders.

SOME PROVISIONS OF OUR CHARTER DOCUMENTS MAY MAKE TAKEOVER ATTEMPTS DIFFICULT,
WHICH COULD DEPRESS THE MARKET PRICE OF OUR STOCK AND LIMIT THE PRICE THAT
POTENTIAL ACQUIRERS MAY BE WILLING TO PAY FOR OUR COMMON STOCK.

Our board of directors has the authority, without any action by the outside
stockholders, to issue additional shares of our preferred stock, which shares
may be given superior voting, liquidation, distribution and other rights as
compared to those of


                                       37
<PAGE>


our common stock. The rights of the holders of our capital stock will be subject
to, and may be adversely affected by, the rights of the holders of any preferred
stock that may be issued in the future. The issuance of additional shares of
preferred stock could have the effect of making it more difficult for a third
party to acquire a majority of our outstanding voting stock. These provisions
may have the effect of delaying, deferring or preventing a change in control,
may discourage bids for our common stock at a premium over its market price, may
decrease the market price, and may infringe upon the voting and other rights of
the holders of our common stock.

AT ANY GIVEN TIME WE MIGHT NOT MEET THE CONTINUED LISTING REQUIREMENTS OF THE
NASDAQ SMALLCAP MARKET.

Given the volatility of our stock and trends in the stock market in general, at
any given time we might not meet the continued listing requirements of The
Nasdaq SmallCap Market. Among other requirements, Nasdaq requires the minimum
bid price of a company's registered shares to be $1.00. On February 1, 2005, the
closing price of our common stock was $3.16. If we are not able to maintain the
requirements for continued listing on The Nasdaq SmallCap Market, it could have
a materially adverse effect on the price and liquidity of our common stock.

OUR STOCK PRICE IS VOLATILE, WHICH COULD RESULT IN A LOSS OF YOUR INVESTMENT.

The market price of our common stock has been and is likely to continue to be
highly volatile. Factors that may have a significant effect on the market price
of our common stock include the following:

     o    fluctuation in our operating results;

     o    announcements of technological innovations or new commercial products
          by us or our competitors;

     o    failure to achieve operating results projected by securities analysts;

     o    governmental regulation;

     o    developments in our patent or other proprietary rights or our
          competitors' developments;

     o    our relationships with current or future collaborative partners; and

     o    other factors and events beyond our control.

In addition, the stock market in general has experienced extreme volatility that
often has been unrelated to the operating performance of particular companies.
These broad market and industry fluctuations may adversely affect the trading
price of our common stock, regardless of our actual operating performance.

As a result of this potential stock price volatility, investors may be unable to
sell their shares of our common stock at or above the cost of their purchase
prices. In addition, companies that have experienced volatility in the market
price of their stock have been the object of securities class action litigation.
If we were the subject of securities class action litigation, this could result
in substantial costs, a diversion of our management's attention and resources
and harm to our business and financial condition.

FUTURE SALES OF CURRENTLY OUTSTANDING SHARES COULD ADVERSELY AFFECT OUR STOCK
PRICE.

The market price of our common stock could drop as a result of sales of a large
number of shares in the market or in response to the perception that these sales
could occur. In addition these sales might make it more difficult for us to sell
equity or equity-related securities in the future at a time and price that we
deem appropriate. We had outstanding 84,933,997 shares of common stock as of
December 31, 2004. In addition, at December 31, 2004, we had 14,054,600 shares
of our common stock reserved for issuance under warrants and stock option plans.
In connection with the potential conversion of the Series C-1 Convertible
Preferred Stock and Series C-2 Convertible Preferred Stock issued on December 1,
2004, we expect that we may need to issue up to 2,152,500 shares of our common
stock (based on a conversion price of $4.00).



                                       38
<PAGE>


WE DO NOT INTEND TO PAY DIVIDENDS ON OUR COMMON STOCK, AND THEREFORE
STOCKHOLDERS WILL BE ABLE TO RECOVER THEIR INVESTMENT IN OUR COMMON STOCK, IF AT
ALL, ONLY BY SELLING THE SHARES OF OUR STOCK THAT THEY HOLD.

Some investors favor companies that pay dividends on common stock. We have never
declared or paid any cash dividends on our common stock. We currently intend to
retain any future earnings for funding growth and we do not anticipate paying
cash dividends on our common stock in the foreseeable future. Because we may not
pay dividends, a return on an investment in our stock likely depends on the
ability to sell our stock at a profit.


OUR BUSINESS IS SUBJECT TO CHANGING REGULATION RELATING TO CORPORATE GOVERNANCE
AND PUBLIC DISCLOSURE THAT HAS INCREASED BOTH OUR COSTS AND THE RISK OF
NONCOMPLIANCE.

Because our common stock is publicly traded, we are subject to certain rules and
regulations of federal, state and financial market exchange entities charged
with the protection of investors and the oversight of companies whose securities
are publicly traded. These entities, including the Public Company Accounting
Oversight Board, the Commission, and Nasdaq, have recently issued new
requirements and regulations and continue to develop additional regulations and
requirements in response to recent laws enacted by Congress, most notably
Section 404 of the Sarbanes-Oxley Act of 2002. Our efforts to comply with these
new regulations have resulted in, and are likely to continue to result in,
materially increased general and administrative expenses and a significant
diversion of management time and attention from revenue-generating and cost
reduction activities to compliance activities.

In particular, our efforts to comply with Section 404 of the Sarbanes-Oxley Act
of 2002 and the related regulations regarding our required assessment of our
internal controls over financial reporting and our registered independent public
accounting firm's audit of that assessment has required, and continues to
require, the commitment of significant financial and managerial resources.
Although we believe that the ongoing review of our internal controls will enable
us to provide an assessment of our internal controls and our registered
independent public accounting firm to provide its audit opinion as of March 31,
2005 as required by Section 404 of the Sarbanes-Oxley Act of 2002, we cannot
assure you that these efforts will be completed on a timely and successful
basis.

Because these laws, regulations and standards are subject to varying
interpretations, their application in practice may evolve over time as new
guidance becomes available. This evolution may result in continuing uncertainty
regarding compliance matters and additional costs necessitated by ongoing
revisions to our disclosure and governance practices.

In the event that our Chief Executive Officer, Vice President of Finance, or
registered independent public accounting firm determine that our internal
controls over financial reporting are not effective as defined under Section 404
of the Sarbanes-Oxley Act of 2002, there may be a material adverse impact in
investor perceptions and a decline in the market price of our stock.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     We considered the provisions of Financial Reporting Release No. 48,
"Disclosures of Accounting Policies for Derivative Financial Instruments and
Derivative Commodity Instruments, and Disclosures of Quantitative and
Qualitative Information about Market Risk Inherent in Derivative Commodity
Instruments." We had no holdings of derivative financial or commodity
instruments at December 31, 2004. However, we are exposed to financial market
risks, including changes in foreign currency exchange rates and interest rates.

     We also have long-term debt in the form of two loans, which mature in
September 2006, to a stockholder. The first loan has an adjustable rate of
interest at 1% above the lender's borrowing rate (9% at December 31, 2004) and
the second loan has a fixed interest rate of 8%. Each 0.25% increase in interest
on the adjustable-rate loan would increase our annual interest expense by
approximately $37,000. The table below presents principal amounts by fiscal year
for our long-term debt.

<TABLE>
<CAPTION>

                        2005        2006        2007        2008        2009      THEREAFTER    TOTAL
                      ----------  ----------  ----------  ----------  ----------  ----------  ----------
                                                     (dollars in thousands)
<S>                   <C>         <C>         <C>          <C>         <C>        <C>         <C>
Liabilities:
Fixed rate debt:            $ -          --      20,000           -           -           -     $20,000
Variable rate debt          $ -           -      14,950           -           -           -     $14,950

</TABLE>

     Based on borrowing rates currently available to us for loans with similar
terms, the carrying value of our debt obligations approximates fair value.


                                       39
<PAGE>



ITEM 4. CONTROLS AND PROCEDURES


We conducted an evaluation, under the supervision and with the participation of
our Principal Executive Officer and Principal Financial Officer, of the
effectiveness of our disclosure controls and procedures as of the end of the
third quarter of fiscal 2005. Based on this evaluation, our Principal Executive
Officer and Principal Financial Officer concluded that our disclosure controls
and procedures are effective in timely alerting them to material information
required to be included in our periodic reports with the Commission.

In accordance with the Commission's requirements, our Principal Executive
Officer and Principal Financial Officer note that there were no significant
changes in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.

During the last fiscal quarter, there have been no changes in our internal
control over financial reporting that have materially affected or are reasonably
likely to materially affect our internal control over financial reporting.

Our management, including our Principal Executive Officer and Principal
Financial Officer, does not expect that our disclosure controls or our internal
controls will prevent all error and all fraud. A control system, no matter how
well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met. Further, the design
of a control system must reflect the fact that there are resource constraints,
and the benefits of controls must be considered relative to their costs. Because
of the inherent limitations in all control systems, no evaluation of controls
can provide absolute assurance that all control issues and instances of fraud,
if any, within our systems have been detected. These inherent limitations
include the realities that judgments in decision-making can be faulty and that
breakdowns can occur because of simple errors or mistakes. Additionally,
controls can be circumvented by the individual acts of some persons, by
collusion of two or more people, or by management override of the controls.
Because of the inherent limitations in a cost-effective control system,
misstatements due to error or fraud may occur and may not be detected.

We are in the process of testing our internal control procedures in order to
satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, which
requires annual management assessments of the effectiveness of our controls over
financial reporting and a report by our independent registered public accounting
firm addressing these assessments. During the course of our testing, we may
identify deficiencies which we will attempt to remediate in time to meet the
deadline imposed by the Sarbanes-Oxley Act of 2002 for compliance with the
requirements of Section 404.


                                       40
<PAGE>




                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are subject to various claims and litigation in the normal course of
business. Any contingent liabilities are recorded on a gross basis if probable
and estimable. In our opinion, all pending legal matters are either covered by
insurance or, if not insured, will not have a material adverse impact on our
condensed consolidated financial statements.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None, other than as previously reported in Current Reports on Form 8-K filed by
us with the Commission.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On October 28, 2004, we held an annual meeting of our stockholders for the
fiscal year ended March 31, 2004. Our stockholders voted on the following
matters at the annual meeting:

(i)  The following individuals were elected as our directors for terms expiring
     at our 2005 annual meeting of stockholders (there were no votes against or
     broker non-votes):

NOMINEE                              VOTES IN FAVOR              VOTES ABSTAINED
-------                              --------------              ---------------
Carl E. Berg                         75,185,093                     1,041,188

Stephan B. Godevais                  75,340,014                       886,267

Vassilis G. Keramidas                75,518,662                       707,619

Bert C. Roberts                      75,532,214                       694,067

Alan F. Shugart                      75,384,854                       841,427


(ii) Approval of an amendment to our Second Amended and Restated 2000 Stock
     Option Plan to increase the number of shares of our common stock reserved
     for issuance under that plan by 2,000,000.

<TABLE>
<CAPTION>
<S>                          <C>                     <C>                      <C>
VOTES IN FAVOR               VOTES AGAINST             VOTES ABSTAINED        BROKER NON-VOTES
--------------               -------------             ---------------        ----------------
41,070,134                   2,035,809                 119,381                33,000,957

</TABLE>

(iii) Approval of an amendment to our Second Restated Certificate of
      Incorporation, as amended, to increase the authorized number of shares of
      our common stock from 100,000,000 shares to 200,000,000 shares.

<TABLE>
<CAPTION>
<S>                          <C>                     <C>                      <C>
VOTES IN FAVOR               VOTES AGAINST             VOTES ABSTAINED        BROKER NON-VOTES
--------------               -------------             ---------------        ----------------
74,283,129                   1,850,431                 92,720                 1

</TABLE>


                                       41
<PAGE>

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

10.1 Agreement for Sale of Factory Premises, dated December 22, 2004, between
     Valence Technology, Inc. and John McCann.

31.1 Rule 13a-14/15d-14(a) Certifications

32.1 Section 1350 Certifications

(b)  Reports on Form 8-K:

Current Report on Form 8-K, filed October 4, 2004, under Items 8.01 and 9.01,
attaching a letter to our stockholders issued on October 4, 2004.

Current Report on Form 8-K, filed October 4, 2004, under Item 3.02, disclosing
that, on September 30, 2004, we sold 623,052 shares of our restricted common
stock to West Coast Venture Capital, Inc. (the assignee of Berg & Berg
Enterprises, LLC).

Current Report on Form 8-K, filed October 12, 2004, under Items 8.01 and 9.01,
disclosing that Circuit City will offer our New N-Charge(TM) Power System in
retail stores nationwide.

Current Report on Form 8-K, filed November 4, 2004, under Items 8.01 and 9.01,
announcing our joint technology program with Segway LLC.

Current Report on Form 8-K, filed November 5, 2004, under Items 2.02 and 9.01,
attaching our press release issued on November 4, 2004, regarding the financial
results for the second quarter ended September 30, 2004.

Current Report on Form 8-K, filed November 5, 2004, under Items 1.01 and 9.01,
regarding an amendment to two loan agreements with Berg & Berg Enterprises, LLC
to extend the maturity dates of the two loan agreements.

Current Report on Form 8-K, filed November 8, 2004, under Item 3.02, disclosing
that, on November 3, 2004, we sold 911,854 shares of our restricted common stock
to West Coast Venture Capital, Inc. (the assignee of Berg & Berg Enterprises,
LLC).

Current Report on Form 8-K, filed November 12, 2004, under Items 8.01 and 9.01,
attaching the Equity Line of Credit between Carl Berg and us, dated June 11,
2004.

Current Report on Form 8-K, filed December 1, 2004, under Items 1.01, 3.02, 5.03
and 9.01, regarding our entry into the Securities Purchase Agreement and
Amendment and Exchange Agreement with Riverview Group LLC and the transactions
contemplated thereby and regarding the filing of certificates of designations of
our Series C-1 Convertible Preferred Stock and Series C-2 Convertible Preferred
Stock.

Current Report on Form 8-K, filed December 6, 2004, under Item 8.01, regarding
the closings of the transactions contemplated by the Securities Purchase
Agreement and the Amendment and Exchange Agreement with Riverview Group LLC.

Current Report on Form 8-K, filed December 29, 2004, under Items 2.01, 8.01 and
9.01, regarding the completion of the sale of our Mallusk, North Ireland
facility and certain equipment located on the facility to John McCann on
December 22, 2004 and our entry into a settlement agreement with Invest Northern
Ireland, formerly known as Ireland Development Board.


                                       42
<PAGE>




                                    SIGNATURE



Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereto duly authorized.



                               VALENCE TECHNOLOGY, INC.




Date: February 9, 2005          By:   /s/ Stephan B. Godevais
                                      ------------------------------------------
                                      Stephan B. Godevais
                                      President, Chief Executive Officer
                                      and Chairman of the Board (Principal
                                      Executive Officer)


                                By:   /s/ Kevin W. Mischnick
                                      ------------------------------------------
                                      Kevin W. Mischnick
                                      Vice President of Finance and
                                      Assistant Secretary (Principal
                                      Financial and Accounting Officer)





                                       43
<PAGE>




EXHIBIT INDEX

EXHIBIT NO.

10.1  Agreement for Sale of Factory Premises, dated December 22, 2004, between
      Valence Technology, Inc. and John McCann.
31.1  Rule 13a-14/15d-14(a) Certifications
32.1  Section 1350 Certifications




                                       44