0001144204-07-058491 Sample Contracts

AXION POWER INTERNATIONAL, INC. - and - Andrew Carr Conway, Jr. (the "Consultant") dba Conway Enterprises, LLC,
Consulting Agreement • November 6th, 2007 • Axion Power International, Inc. • Miscellaneous electrical machinery, equipment & supplies • Pennsylvania

This Executive Employment Agreement is entered into this 31th day of August 2007 between Axion Power International, Inc., a Delaware corporation, having a place of business at 3601 Clover Lane, New Castle Pennsylvania and Andrew Carr Conway, Jr. (the "Executive").

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AMENDMENT NO. 1 TO CONSULTING AGREEMENT October 31, 2007
Consulting Agreement • November 6th, 2007 • Axion Power International, Inc. • Miscellaneous electrical machinery, equipment & supplies • Pennsylvania

This Amendment No. 1 (this “Amendment”) to that certain Consulting Agreement effective as of August 31, 2007 (the “Agreement”) is made as of October 31, 2007 between Axion Power International, Inc., a Delaware corporation (the “Company”), and Andrew Carr Conway, Jr., an individual (the “Consultant”), and for the limited purposes of Section 1 hereof, Conway Enterprises, LLC (“CE” and together with the Company and the Consultant, the “Parties”). Capitalized terms used and not defined herein shall have the meanings set forth in the Agreement.

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