Exhibit
10.47







AMENDMENT TO CONVERTIBLE
NOTE




2           March
1, 2009





This
Amendment to Convertible Note is entered betweenLITHIUM TECHNOLOGY
CORPORATION, a corporation organized and existing under the laws of the
State of Delaware (the “Borrower”), and
___________ (the “Holder”)
_____________ or other address as the Holder shall specify in writing, and shall
become effective as of September 1, 2008.





W
I T N E S S E T H:





WHEREAS On July 11th, 2007,
Borrower executed and delivered to Holder a Convertible Debenture in the
principal amount of Three Million Two Hundred Forty Seven Thousand One Hundred
Six US Dollars ($3,247,106) (the “Note”);





WHEREAS Borrower has requested
that Holder extend the maturity date of the Note from the original maturity date
of September 1, 2008 (the “Original Maturity Date”) to the amended maturity date
of March 1, 2009 (the “Amended Maturity Date”).





WHEREAS Borrower has requested
that Holder extend the maturity date of the Note from the Amended Maturity Date
to the second amended maturity date of Jan 1, 2010 (the “Second Amended Maturity
Date”).





The
parties agree as follows:





NOW, THEREFORE, Holder agrees
to extend the maturity of the Note to the Second Amended Maturity Date. As long
as the interest payment over the period July 11th, 2007
till the Original Maturity Date September 1st, 2008
being $371,860 remains unpaid an additional 2% will be paid on top of the agreed
interest rate of 10% for the unpaid interest amount. As long as the interest
over the period September 1st, 2008
till Amended Maturity Date being $184,667 remains unpaid an additional 2% will
be paid on top of the agreed interest rate of 10% for the unpaid interest
amount. The total interest to be paid over the period till the Second Amended
Maturity Date is $326,245. The total outstanding amount at the Second Amended
Maturity Date is $4,129,878. All other terms in the Note shall remain in full
force.





SEVERABILITY.  If any
provision of this Note or the application thereof shall, for any reason and to
any extent, be invalid or unenforceable, neither the remainder of this Note nor
the application of the provision to other persons, entities or circumstances
shall be affected thereby, but instead shall be enforced to the maximum extent
permitted by law.





BINDING EFFECT.  The
covenants, obligations and conditions herein contained shall be binding on and
inure to the benefit of the heirs, legal representatives, and assigns of the
parties hereto.





DESCRIPTIVE HEADINGS. 
The descriptive headings used herein are for convenience of reference only and
they are not intended to have any effect whatsoever in determining the rights or
obligations under this Note.





CONSTRUCTION.  The
pronouns used herein shall include, where appropriate, either gender or both,
singular and plural.





GOVERNING LAW.  This Note
shall be governed, construed and interpreted by, through and under the Laws of
the State of Delaware.





Borrower
is responsible for all obligations represented by this Note.





EXECUTED
1sth
day of March 2009.





LITHIUM
TECHNOLOGY CORPORATION





__________________________


By:


Its:





Agreed
By:





__________________________


By:


Its: