FIFTH AMENDMENT TO LEASE

Exhibit 10.63

FIFTH AMENDMENT TO LEASE

The Fifth Amendment to Lease is made this 31^st day of March, 2006 by and between PMP Whitemarsh Associates, a Pennsylvania Limited Partnership, (hereinafter referred to as “Landlord”) and Lithium Technology Corporation, (hereinafter referred to as “Tenant”).

WHEREAS, Landlord and Hope Technologies, Inc., did enter into a Lease agreement and Addendum hereinafter referred to as the “Lease” dated July 22, 1994 for the use and occupancy of Certain Premises known as 0000 Xxxxxx Xxxxx, Xxxxxxxx Xxxxxxx, Xxxxxxxxxxxx, (hereinafter referred to as the “Premises”); and

WHEREAS, Lithium Technology Corporation did become the successor to Hope Technologies, Inc.; and

WHEREAS, Lithium Technology Corporation has agreed to the terms of the Lease and Addendum reference above; and

WHEREAS, Landlord and Tenant have by letter agreements, dated May 4, 1999, September 14, 1999, February 3, 2000 and December 22, 2000 extended the term of the Lease Agreement; and

WHEREAS, Landlord and Tenant did enter into a First Amendment to Lease dated March 19, 2001; and

WHEREAS, Landlord and Tenant did enter into a Second Amendment to Lease dated March 21, 2003; and

WHEREAS, Landlord and Tenant did enter into a Third Amendment to Lease dated March 16, 2004; and

WHEREAS, Landlord and Tenant did enter into a Fourth Amendment to Lease dated March 31, 2005; and

WHEREAS, that Fourth Amendment to the Lease will terminate on March 31, 2006; and

WHEREAS, Tenant has advised Landlord that it wishes to renew the lease for a one (1) year period; and

WHEREAS, the Landlord is willing to grant such renewal; and

WHEREAS, Landlord and Tenant do hereby intend to amend and modify the Lease Agreement and Addendum;

NOW THEREFORE, in consideration of the mutual covenants, conditions, understandings, agreements, representations and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto, with the intent of being legally bound hereby agree as follows:

1. TERM

The term of the lease shall be extended for a period of one (1) year commencing on April 1, 2006 and ending on March 31, 2007. The minimum annual rent, which will increase during this renewal shall be as follows in paragraph 2.

2. RENT

The minimum amount rent for the premises shall be:

				Base Month			Base Annual
a. 1st Year		$12.75 per square foot		$	13,005.00		$	156,060.00

3. TAXES

Tenant shall on a monthly basis pay to Landlord in addition to rent and

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any additional rent required by the terms of the Lease and Amendments thereto, a payment of 1/12 of the annual taxes, (state, county and municipality) due on the premises. Landlord will escrow these payments until payment of the Taxes is due.

4. OPTION

The Landlord and the Tenant agree that there shall be no option to extend the term of the lease as set forth in paragraph 1 above, unless it is extended in writing by mutual agreement of the parties.

5. RENT PAYMENT AND NOTICES

Wherever in the Lease agreement, addendum, or any Amendments thereto, reference is made to Tenant, such reference shall be to the present Tenant, Lithium Technology Corporation. Further, whenever in the Lease agreement or any Amendments thereto, it shall be required or permitted that notice or demand is given or served by either party to this Lease to or on the other party, such notice or demand shall be deemed to have been duly given or served or forwarded by Certified Mail, return receipt requested, postage prepaid or by a nationally recognized overnight courier system and addressed as follows:

to Landlord:		with a copy to:
PMP WHITEMARSH ASSOCIATES		XXXXXXX X. XXXXXX, ESQUIRE
P.O. BOX 000		XXXXXX & XXXXXX
XXXXXXX XXXXXX, XX 00000-0000		XXXXX 000, 000 XXXXXXX XXXXX
ATTN: XXXXXXX X. XXXXXX		XXXX XXXX, XX 00000
to Tenant:
LITHIUM TECHNOLOGY CORPORATION
0000 XXXXXX XXXXX XXXXXXXX XXXXXXX, XX
ATTN: XXXXXX XXXXXXXXX

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6. EXECUTION OF DOCUMENT

Tenant agrees that should it be acquired or merged into another business that it will cause to be executed, any documents which Landlord reasonably requires to confirm the Lease agreement and any Amendment thereto.

7. RATIFICATION OF LEASE AGREEMENT

Except as expressly amended herein, all terms and conditions in the Lease, as amended, shall remain in full force and effect including, without limitation Lessee obligations to make the required payments of additional rent as set out in the Lease and Addendum between the parties without change or modification and all such terms of the Lease agreement, Addendum or Amendments thereto, are hereby ratified and confirmed.

“LANDLORD”						“TENANT”
PMP WHITEMARSH ASSOCIATES						LITHIUM TECHNOLOGY CORPORATION
BY:		/s/ Xxxxxxx X. Xxxxxx				BY:		/s/ Xxxxxx X. Xxxxxxx
		XXXXXXX X. XXXXXX						XXXXXX X. XXXXXXX

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