0001108017-04-000143 Sample Contracts

Contract
Loan Agreement • March 31st, 2004 • Ener1 Inc • Telephone & telegraph apparatus

LOAN AGREEMENT N 046-EA/2002 St.Petersburg "___" "________________ 2002 Saint Petersburg Joint Stock Bank Tavricheskiy (Open Joint Stock Company), hereinafter refered to as "the Bank", represented by the Chief of Credit department Mr Vladimir P. Skaruk, acting on the basis of the power of attorney No 54 of November 23, 2000, and ENER1 USA INCORPORATED, hereinafter referred to as "the Borrower", represented by the corporation director Mr Mike Zoi, acting on the basis of the Charter, concluded the present Agreement as follows: 1. SUBJECT OF THE AGREEMENT 1.1 Under the present Agreement the Bank is obliged to transfer to the Borrower funds in amount of 400,000 (Four Hundred Thousand) US dollars by means of opening credit line, and the Borrower is obliged to pay back the specified amount of the loan and the relevant interests on it under the terms of the present Agreement. 2. THE BORROWER IS OBLIGED 2.1. To repay the loan amount not later than August 20,

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SECURITY AGREEMENT
Security Agreement • March 31st, 2004 • Ener1 Inc • Telephone & telegraph apparatus • Florida

This SECURITY AGREEMENT is made and entered into this 23rd day of January, 2003, by and between BZINFIN SA, a BVI limited corporation (“Secured Party”), ENER1 GROUP, INC., (“Debtor”), and ENER1 BATTERY COMPANY (“Battery”) and is made with reference to the following facts:

Ener1, Inc. 550 West Cypress Creek Road Suite 120 Ft. Lauderdale, Florida 33309
Employment Agreement • March 31st, 2004 • Ener1 Inc • Telephone & telegraph apparatus • Florida

Please allow this letter to serve as the entire agreement between Ener1, Inc. (the “Company”) and you, Randall Paulfus (the “Employee”) with respect to certain aspects of your employment with the Company.

EXCHANGE AGREEMENT
Exchange Agreement • March 31st, 2004 • Ener1 Inc • Telephone & telegraph apparatus • Florida

This Exchange Agreement (this “Agreement”) is entered into effective as of November 14, 2003, by and among Ener1, Inc., a Florida corporation, f/k/a Inprimis, Inc. (“Ener1”), Ener1 Group, Inc., a Florida corporation, f/k/a Ener1 Holdings, Inc. (“Group”), Ener1 Battery Company, a Florida corporation, f/k/a Ener1 USA Incorporated (“Battery”), Mike Zoi, an individual (“Zoi”) and Peter Novak, an individual (“Novak” and, together with Zoi, the “Related Parties”).

Contract
Pledge Agreement • March 31st, 2004 • Ener1 Inc • Telephone & telegraph apparatus

AGREEMENT OF PLEDGE OF A PATENT Saint-Petersburg ________________, 2002 Saint - Petersburg commercial bank "Tavrichesky" (open joint-stock company), a legal entity under legislation of the Russian Federation, hereinafter referred to as "the Plegee", represented by Head of the Credit Department Skaruk Vladimir Pavlovitch, acting on the basis of the Power of Attorney No 54 of November 23, 2000, on the one hand, and "ENER1 USD INCORPORATED", a legal entity under legislation of the United States of America, hereinafter referred to as "the Pledger", represented by Director of the Corporation Mike Zoi, acting on the basis of the Charter, on the other hand, have concluded the present Agreement as follows: 1. SUBJECT OF THE AGREEMENT 1.1 The Pledger leaves a pledge with the Pledgee as a guarantee of the credit repayment under the Credit Agreement No. 45/KB-2002 of August 20, 2002 1.2. The subject of the pledge is the patent No. PCT 45293A. Issue date: March 15, 200

AMENDMENT TO SUBSCRIPTION AND INVESTMENT AGREEMENT
Subscription and Investment Agreement • March 31st, 2004 • Ener1 Inc • Telephone & telegraph apparatus

This Amendment is dated as of January 31, 2004 and amends the Subscription and Investment Agreement dated as of July 25, 2003 between ITOCHU Corporation and Ener1, Inc. (the “Investment Agreement”).

ENER1, INC. WAIVER AGREEMENT
Waiver Agreement • March 31st, 2004 • Ener1 Inc • Telephone & telegraph apparatus • Florida

THIS WAIVER AGREEMENT ("Agreement") is dated as of the __ day of January , 2004, by and between Ener1, Inc., a Florida corporation (the "Company"), and Ener1 Group Inc., a Florida corporation ("Ener1 Group").

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