Consultancy Agreement The following Consultancy Agreement is concluded between GAIA Akkumulatorenwerke GmbH Montaniastra. 17 in 99734 Nordhausen represented by the managing director hereinafter referred to as – Principal – and RTU Ralf Tolksdorf...

Exhibit 10.54

Consultancy Agreement

The following Consultancy Agreement is concluded

between

GAIA

Akkumulatorenwerke GmbH

Montaniastra. 17 in 99734 Nordhausen

represented by the managing director

hereinafter referred to as – Principal –

and

RTU

Xxxx Xxxxxxxxx Unternehmensberatung GmbH

Melkerstieg 20e in 21614 Buxtehude

hereinafter referred to as – RTU or Contractor –

§ 1

Subject matter

1. RTU, represented by X. Xxxxxxxxx, represents GAIA Akkumulatorenwerke GmbH as the managing director of finances, organisation etc. The areas of tasks and responsibility are shown in the Rules of Procedure of GAIA.

2. This Consultancy Agreement enters into force and effect as per 31.07.2003. The Consultancy Agreement has a fixed term until 31.08.2006.

3. The parties agree to start talks on an extension of the Consultancy Agreement no later than 6 months before the expiry of the agreement.

§ 2

Execution of Order

1. The parties proceed on the assumption that the order will be carried out by Xx X. Xxxxxxxxx personally.

§ 3

Remuneration

1. The Contractor shall charge a monthly fee of € 18,800 (net) for his services in the course of consultancy services plus additional expenses, in each case plus legal value added tax.

2. A) Any additional accommodation expenses, customary out-of-pocket expenses and travelling expenses shall be borne by the Principal.

B) The Principal shall provide to the Contractor an upper-class company car, e.g. Audi A8, for business trips.

Should the Contractor use his own car, travelling expenses shall be charged at € 0.52/km.

3. The consulting services shall be billed each month on the 20^th of the month. The invoices are due for payment immediately after issuing the invoice without any deductions.

§ 4

Duty of Secrecy

1. The Contractor and any persons possibly assigned by him are obliged to maintain secrecy. This duty of secrecy includes all information on the Principal. The Contractor is obliged to ensure that third parties do not gain any knowledge of business secrets.

2. Confidential information and business secrets are especially information on procedures and business methods of the Principal and his enterprises in technical, commercial and other respects.

3. This duty of secrecy continues to exist even after the end of the contract.

4. The Contractor may only hand over written comments of all kinds, in particular reports, recommendations and press releases, which refer to the order and the Principal, after obtaining the express, written consent from the Principal.

§ 5

Exclusive Dealing

1. The Contractor undertakes to refrain from carrying out any activity for third parties which could entail the possibility of a conflict of interests between the Principal and a third party because of cognate business activity.

§ 6

Safe Custody and Return of Documents

1. The Contractor is obliged to store all the business documents and operational data provided to him in due form and return these to the Principal after the end of the contract.

2. Insofar as the Contractor processes and stores data on electronic data carriers with the Principal’s written consent in the course of his order, he is obliged to furnish proof of the erasure thereof or to surrender the data carriers to the Principal at the end of the contract.

§ 7

Miscellaneous

1. No verbal additional agreements have been made. Amendments and supplements to this Agreement must be made in writing to enter into force and effect.

2. Should individual provisions of this Agreement be or become invalid in toto or in part, this shall not affect the validity of the remaining provisions. By way of interpretation, regulations containing lacunae or invalid provisions shall be supplemented so that a reasonable provision is found which most closely approximates what the commercial aim of the contracting parties was or would have been if the contracting parties had considered the lacunae or the invalidity, taking into account the aim of the contract thereby.

3. Nordhausen is the place of jurisdiction and venue.

Nordhausen,		Buxtehude,
(Signature) GAIA Akkumulatorenwerke GmbH		(Signature) RTU Xxxx Xxxxxxxxx Unternehmensberatung GmbH