"Fee Agreement - POWER TECHNOLOGY INCCN - 5-28-2004"
EXHIBIT 10.3 Fee Agreement THIS FEE AGREEMENT (this "Agreement") dated the 15th day of January, 2004, is entered into by and between James m. Hill, and Power Technology Inc., a Nevada corporation (and its successors and assigns) with principal offices in Lions Bay, BC VON 2 ("Client"). FOR AND IN CONSIDERATION of the mutual promises and covenants set forth herein, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows: 1. An annual compensation of 30,000.00 payable in non assessable shares of Client's common stock, payable quarterly, stock shall be paid by Client to hill for advice and consulting on strategic issues. The retainer shall be paid in common stock of the Client registered through an S-8 registration. The shares shall be deemed to have been earned upon signing of this agreement. 2. Client is authorized to disclose Hill's status as a consultant under the terms of this Agreement to such persons and in such manner as may be deemed necessary to Client or its counsel. 3. Hill shall not be responsible for any representation or warranty made by any person or entity who or which Hill may introduce to Client or for any undertaking, representation, or warranty made by Client. Client further agrees to indemnify Hill and hold Hill harmless from any and all liabilities that Hill may incur as a result of any transaction entered into or as a result of any misrepresentation or material omission by Client. 4. Hill shall not be liable hereunder for any matter connected with this Agreement, except for a lack of good faith and for obligations expressly assumed by it in this Agreement. Hill's sole obligation is as set forth in paragraph 1, and Hill shall not have any obligation or any responsibility for assisting in any negotiations between Client or any other person. At Hill's request, its representatives shall have the right to participate in discussions between Client and parties introduced by Hill. 5. Client represents to Hill, and agrees to represent to Hill at closing of any transaction contemplated hereby, as follows: (a) Client is a corporation duly authorized, validly existing, and in good standing under the laws of the state of its incorporation and has the corporate power and authority to enter into and perform this Agreement; (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by Client's board of directors; and (c) This Agreement constitutes a valid and binding agreement of Client enforceable in accordance with its terms. 6. This Agreement shall terminate and be of no further force and effect and the liability of the parties hereto shall cease at any time after January 15th,2005. 7. From time to time and at the request of Hill, but not more frequently than monthly, Client shall provide Hill a written report of the status of negotiations between Client and any party introduced to Client by Hill. 8. All notices, demands, requests, or other communications required or authorized hereunder shall be deemed given sufficiently if in writing and if personally delivered; if sent by facsimile transmission, confirmed with a written copy thereof sent overnight express delivery; if sent by registered mail or certified mail, return receipt requested and postage prepaid; or if sent by overnight express delivery: If to Hill, to: James M. Hill 1230 Seymour Blvd. North Vancouver, B.C.,V7J 2J8 Phone: (604}987 2624 19 If to Client, to: Lee Balak Power Technology Inc. 15 Ocean View Road Lions Bay, BC VON2 Phone: (604) 925-0716 or other such addresses and facsimile numbers as shall be furnished by any party, from time to time, in the manner for giving notices hereunder, and any such notice, demand, request, or other communication shall be deemed to have been given as of the date so delivered or sent by facsimile transmission, three days after the date so mailed, or one day after the date so sent by overnight delivery. 9. In the event legal action is brought to enforce any provision of this Agreement, the defaulting party agrees to pay all reasonable costs and attorneys' fees incurred by the non-defaulting party in enforcing any remedy under this Agreement or in seeking any other remedy, whether by law or equity. 10. This Agreement shall be governed by and interpreted in accordance with the laws of the state of Nevada. DATED as of the date first above written. BY: /s/ James M. Hill ----------------------------------------------------- James M. Hill Power Technology Inc. BY: /s/ Lee Balak -------------------------------------------------------- Lee Balak ITS: President 20 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS I hereby consent to the use in Form 10-KSB of my report dated May 20, 2004, relating to the consolidated financial statements of Power Technology, Inc. which is contained therein. May 28, 2004 Beckstead and Watts, LLP By: /s/ G. Brad Beckstead ------------------------ 21 EXHIBIT 99.1 CERTIFICATION I, Lee A. Balak, certify that: 1. I have reviewed this annual report on Form 10-KSB of Power Technology, Inc. for its fiscal year ended January 31, 2004; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: May 28, 2004 By: /s/ Lee A. Balak ---------------------------------------- Lee A. Balak Chief Executive Officer, President, director and principal financial and accounting officer 22 EXHIBIT 99.2 CERTIFICATION PURSUANT TO 18 U.S.C.ss.1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report on Form 10-KSB of Power Technology, Inc. (the "Company") for the fiscal year ended January 31, 2004, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned Chief Executive Officer and President, and the Treasurer and principal financial officer of the Company hereby certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects the financial condition and results of operations of Power Technology, Inc. Dated: May 28, 2004 By: /s/ Lee A. Balak -------------------------------------------- Lee A. Balak Chief Executive Officer, President and Principal Financial and Accounting Officer 23