Access Power, Inc. A Warrant to Purchase 6% Convertible Debentures and common stock warrants of the Company with substantially the same terms as Exhibit 10.3 to the Company's quarterly report on Form 10-QSB for the quarter ended September 30, 1999 is...

                               Access Power, Inc.

A Warrant to Purchase 6% Convertible Debentures and common stock warrants of the
Company  with  substantially  the same  terms as Exhibit  10.3 to the  Company's
quarterly  report on Form 10-QSB for the quarter ended September 30, 1999 is not
being  separately  filed.  This  agreement  is for the  purchase  of  $2,500,000
debentures and a warrant to purchase 500,000 shares of common stock.