Warrant To Purchase Common Stock

Warrant to Purchase Common Stock



                                                                   Exhibit 10.46

NEITHER THIS WARRANT NOR THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES
LAWS, AND NEITHER THIS WARRANT NOR SUCH SHARES MAY BE SOLD, ENCUMBERED OR
OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT,
OR, IF AN EXEMPTION FROM REGISTRATION SHALL BE AVAILABLE, THE HOLDER SHALL HAVE
DELIVERED AN OPINION OF COUNSEL ACCEPTABLE TO THE CORPORATION THAT SUCH
REGISTRATION IS NOT REQUIRED.

              Warrant to Purchase 1,800,000 Shares of Common Stock.

                        WARRANT TO PURCHASE COMMON STOCK

                                       OF

                        LITHIUM TECHNOLOGY CORPORATION

      This is to certify that [Colebrooke Capital, Inc. or its designee] (the
"Holder") is entitled to purchase, subject to the provisions of this Warrant,
from Lithium Technology Corporation (the "Corporation") 1,800,000 fully paid,
validly issued and nonassessable shares of common stock, $.01 par value, of the
Corporation ("Common Stock") at a price of $0.185 per share. The number of
shares of Common Stock to be received upon the exercise of this Warrant and the
price to be paid for each share of Common Stock may be adjusted from time to
time as hereinafter set forth. The shares of Common Stock deliverable upon such
exercise, and as adjusted from time to time, are hereinafter sometimes referred
to as "Warrant Shares" and the exercise price of a share of Common Stock in
effect at any time and as adjusted from time to time is hereinafter sometimes
referred to as the "Exercise Price".

      1.    VESTING; EXERCISE OF WARRANT.

            (a)   This Warrant is delivered in connection with the Agreement
between the Corporation and Colebrooke Capital, Inc. dated August 24, 2001 as
amended, (the "Agreement") and the closing of the Share Exchange referred to
therein. This Warrant may be exercisable beginning on the date hereof. This
Warrant shall terminate on the fifth anniversary of the date hereof.


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            (b)   This Warrant may be exercised by presentation and surrender
hereof to the Corporation at its principal office with the Purchase Form annexed
hereto duly executed and accompanied by payment of the Exercise Price for the
number of Warrant Shares specified in such form. As soon as practicable after
each such exercise of the Warrants, but no later than seven (7) days from the
date of such exercise, the Corporation shall issue and deliver to the Holder a
certificate or certificates for the Warrant Shares issuable upon such exercise,
registered in the name of the Holder. Upon receipt by the Corporation of this
Warrant at its office, in proper form for exercise, the Holder shall be deemed
to be the holder of record of the shares of Common Stock issuable upon such
exercise, notwithstanding that the stock transfer books of the Corporation shall
then be closed or that certificates representing such shares of Common Stock
shall not then be physically delivered to the Holder.

            (c)   Compliance with the Securities Act.


            (1)   The Holder may exercise its Warrants if it is an
"accredited investor" or a "qualified institutional buyer", as defined in
Regulation D and Rule 144A under the Securities Act, respectively, provided each
of the following conditions is satisfied:

                  (a)   The Holder establishes to the reasonable satisfaction of
                  the Corporation that it is an "accredited investor" or
                  "qualified institutional buyer"; and

                  (b)   The Holder represents that it is acquiring the
                  underlying common stock for its own account and that it is not
                  acquiring such underlying common stock with a view to, or for
                  offer or sale in connection with, any distribution thereof
                  (within the meaning of the Securities Act) that would be in
                  violation of the securities laws of the United States or any
                  state thereof, but subject, nevertheless, to the disposition
                  of its property being at all times within its control.

            (2)   In the event of a proposed exercise that does not qualify
under Section (c)(1) above, the Holder may exercise its Warrants only if:

                  (a) the Holder gives written notice to the Corporation of its
                  intention to exercise, which notice (i) shall describe the
                  manner and circumstances of the proposed transaction in
                  reasonable detail and (ii) shall designate the counsel for the
                  Holder, which counsel shall be satisfactory to the
                  Corporation;

                  (b) counsel for the Holder shall render an opinion, in form
                  and substance satisfactory to the Corporation, to the effect
                  that such proposed exercise may be effected without
                  registration under the Securities Act or under applicable Blue
                  Sky laws; and

                  (c) the Holder complies with Section (c)(1)(b) above.


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            (3)   All stock certificates issued pursuant to the exercise of the
Warrants shall bear the following legend:

                        THE SHARES REPRESENTED BY THIS
                        CERTIFICATE HAVE NOT BEEN REGISTERED
                        UNDER THE SECURITIES ACT OF 1933, AS
                        AMENDED, OR QUALIFIED UNDER
                        APPLICABLE STATE SECURITIES LAWS.
                        SUCH SHARES MAY BE OFFERED, SOLD OR
                        TRANSFERRED ONLY IN COMPLIANCE WITH
                        THE REQUIREMENTS OF SUCH ACT AND OF
                        ANY APPLICABLE STATE SECURITIES
                        LAWS.

      2.    RESERVATION OF SHARES. The Corporation shall at all times reserve
for issuance and/or delivery upon exercise of this Warrant such number of shares
of its Common Stock as shall be required for issuance and delivery upon exercise
of the Warrants.

      3.    FRACTIONAL SHARES. No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of this Warrant.

      4.    LOSS OF WARRANT. Upon receipt by the Corporation of evidence
satisfactory to it of the loss, theft, destruction or mutilation of this
Warrant, and (in the case of loss, theft or destruction) of reasonably
satisfactory indemnification, and upon surrender and cancellation of this
Warrant, if mutilated, the Corporation will execute and deliver a new Warrant of
like tenor and date. Any such new Warrant executed and delivered shall
constitute an additional contractual obligation on the part of the Corporation,
whether or not this Warrant so lost, stolen, destroyed, or mutilated shall be at
any time enforceable by anyone.

      5.    RIGHTS OF THE HOLDER. The Holder shall not, by virtue hereof, be
entitled to any rights of a shareholder in the Corporation, either at law or
equity, and the rights of the Holder are limited to those expressed in the
Warrant and are not enforceable against the Corporation except to the extent set
forth herein.

      6.    ANTI-DILUTION PROVISIONS.  The Exercise Price in effect at any time
and the number and kind of securities purchasable upon the exercise of the
Warrants shall be subject to adjustment from time to time upon the happening of
certain events as follows:

            (a)   In case the Corporation shall (i) declare a dividend or make a
distribution on its outstanding shares of Common Stock in shares of Common
Stock, (ii) subdivide or reclassify its outstanding shares of Common Stock into
a greater number of shares, or (iii) combine or reclassify its outstanding
shares of Common Stock into a smaller number of shares, the Exercise Price in
effect


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at the time of the record date for such dividend or distribution or of the
effective date of such subdivision, combination or reclassification shall be
adjusted so that it shall equal the price determined by multiplying the Exercise
Price by a fraction, the denominator of which shall be the number of shares of
Common Stock outstanding after giving effect to such action, and the numerator
of which shall be the number of shares of Common Stock immediately prior to such
action. Such adjustment shall be made each time any event listed above shall
occur.

            (b)   Whenever the Exercise Price payable upon exercise of each
Warrant is adjusted pursuant to Subsection (a) above, the number of Shares
purchasable upon exercise of this Warrant shall simultaneously be adjusted by
multiplying the number of Shares initially issuable upon exercise of this
Warrant by the Exercise Price in effect on the date hereof and dividing the
product so obtained by the Exercise Price, as adjusted.

            (c)   All calculations under this Section 6 shall be made to the
nearest cent or to the nearest one-hundredth of a share, as the case may be.
Anything in this Section 6 to the contrary notwithstanding, the Corporation
shall be entitled, but shall not be required, to make such changes in the
Exercise Price in addition to those required by this Section 6, as it shall
determine, in its sole discretion, to be advisable in order that any dividend or
distribution in shares of Common Stock, or any subdivision, reclassification or
combination of Common Stock, hereafter made by the Corporation shall not result
in any Federal Income tax liability to the holders of the Common Stock or
securities convertible into Common Stock (including warrants).

            (d)   Whenever the Exercise Price is adjusted, as herein provided,
the Corporation shall promptly cause a notice setting forth the adjusted
Exercise Price and adjusted number of Shares issuable upon exercise of each
Warrant to be mailed to the Holder, at its last address appearing in the Warrant
Register. The Corporation may retain a firm of independent certified public
accountants selected by the Board of Directors (who may be the regular
accountants employed by the Corporation) to make any computation required by
this Section 6, and a certificate signed by such firm shall be conclusive
evidence of the correctness of such adjustment.

      7.    OFFICER'S CERTIFICATE. Whenever the Exercise Price shall be adjusted
as required by the provisions of the foregoing Section, the Corporation shall
forthwith file in the custody of its Secretary or an Assistant Secretary at its
principal office, an officer's certificate showing the adjusted Exercise Price
determined as herein provided, setting forth in reasonable detail the facts
requiring such adjustment, including a statement of the number of additional
shares of Common Stock, if any, and such other facts as shall be necessary to
show the reason for and the manner of computing such adjustment. Each such
officer's certificate shall be made available at all reasonable times for
inspection by the Holder or any holder of a Warrant executed and delivered
pursuant to Section 1 and the Corporation shall, forthwith after each such
adjustment, mail a copy by certified mail of such certificate to the Holder or
any such holder.

      8.    NOTICES TO WARRANT HOLDER. So long as this Warrant shall be
outstanding, (i) if the Corporation shall pay any dividend or make any
distribution upon the Common Stock or (ii) if the Corporation shall offer to the
holders of Common Stock for subscription or purchase by them



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any share of any class or any other rights or (iii) if any capital
reorganization of the Corporation, reclassification of the capital stock of the
Corporation, consolidation or merger of the Corporation with or into another
corporation, sale, lease or transfer of all or substantially all of the property
and assets of the Corporation to another corporation, or voluntary or
involuntary dissolution, liquidation or winding up of the Corporation shall be
effected, then in any such case, the Corporation shall cause to be mailed by
certified mail to the Holder, at least ten days prior to the date specified in
(x) or (y) below, as the case may be, a notice containing a brief description of
the proposed action and stating the date on which (x) a record is to be taken
for the purpose of such dividend, distribution or rights, or (y) such
reclassification, reorganization, consolidation, merger, conveyance, lease,
dissolution, liquidation or winding up is to take place and the date, if any is
to be fixed, as of which the holders of Common Stock or other securities shall
receive cash or other property deliverable upon such reclassification,
reorganization, consolidation, merger, conveyance, dissolution, liquidation or
winding up.

      9.    RECLASSIFICATION, REORGANIZATION OR MERGER. In case of any
reclassification, capital reorganization or other change of outstanding shares
of Common Stock of the Corporation, or in case of any consolidation or merger of
the Corporation with or into another corporation (other than the merger with the
Holder or a company affiliated with the Holder or a merger with a subsidiary in
which merger the Corporation is the continuing corporation and which does not
result in any reclassification, capital reorganization or other change of
outstanding shares of Common Stock of the class issuable upon exercise of this
Warrant) or in case of any sale, lease or conveyance to another corporation of
the property of the Corporation as an entirety (other than a sale transaction
involving the Holder or any company affiliated with the Holder), the Corporation
shall, as a condition precedent to such transaction, cause effective provisions
to be made so that the Holder shall have the right thereafter by exercising this
Warrant, at any time prior to the expiration of the Warrant, to purchase the
kind and amount of shares of stock and other securities and property receivable
upon such reclassification, capital reorganization or other change,
consolidation, merger, sale or conveyance by a holder of the number of shares of
Common Stock which said Holder would have received if he had exercised this
Warrant immediately prior to such transaction. Any such provision shall include
provision for adjustments which shall be as nearly equivalent as may be
practicable to the adjustments of this Section 9 and shall similarly apply to
successive reclassification, capital reorganizations and changes of shares of
Common Stock and to successive consolidations, mergers, sales or conveyances. In
the event that in connection with any such capital reorganization or
reclassification, consolidation, merger, sale or conveyance, additional shares
of Common Stock shall be issued in exchange, conversion, substitution or
payment, in whole or in part, for a security of the Corporation other than
Common Stock, any such issue shall be treated as an issue of Common Stock
covered by the provisions of Subsection (a) of Section 6 hereof.

      10.   ASSIGNMENT OF WARRANT. This Warrant may not be assigned by the
Holder without the expressed written consent of the Corporation. In the event a
transfer is requested not pursuant to an effective registration statement under
the Securities Act, the transferring Holder will, if reasonably requested by the
Corporation, deliver to the Corporation an opinion of counsel, satisfactory in
form and substance to the Corporation, that such transfer is being made in
accordance with an exemption from registration under the Securities Act; and
provided further that any request


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for transfer be accompanied by a written instrument of transfer in form
reasonably acceptable to the Corporation.

Dated: October 4, 2002
                                    LITHIUM TECHNOLOGY CORPORATION


                                    By: /s/ DAVID CADE
                                       -----------------------------------
                                          David Cade, Chairman and
                                          Chief Executive Officer


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                             [Form of Subscription]

               (To be Exercised by the Holder Desiring to Exercise
              Warrants Evidenced by the Within Warrant Certificate)

To:   LITHIUM TECHNOLOGY CORPORATION

      The undersigned hereby irrevocably elects to exercise ________ Warrants,
evidenced by the within Warrant Certificate, for, and to purchase thereunder,
________ shares of Common Stock of Lithium Technology Corporation issuable upon
exercise of said Warrants and delivery of $ ________ in cash.

      The undersigned requests that certificates for such shares be issued in
the name of Patrick Flanagan


                                                ______________________________

                                                ______________________________
                                                   (Signature)

                                                ______________________________

                                                ______________________________

                                                ______________________________
                                                Please print name and address


                   TAX IDENTIFICATION/SOCIAL SECURITY NUMBER:


                                                ______________________________


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      If said number of Warrants shall not be all of the Warrants evidenced by
the within Warrant Certificate, the undersigned requests that a new Warrant
Certificate evidencing the Warrants not so exercised be issued in the name of
the Holder and delivered to:



______________________________
(Please print address)

______________________________


______________________________


______________________________
(Signature)


NOTICE:     The signature on this subscription form must correspond with the
            name as written upon the face of the within Warrant Certificate, or
            upon the assignment thereof, in every particular, without
            alteration, enlargement, or any change whatsoever and must be
            guaranteed by a bank, other than a savings bank, or trust company
            having an office or correspondent in Pennsylvania, or by a firm
            having membership on a regional securities exchange and an office in
            Pennsylvania.