EMPLOYEE CONFIDENTIALITY AND UNFAIR COMPETITION AGREEMENT

1)

Definitions. As used in this Agreement:

a)

"Company" shall mean EEI Technologies, Inc. d/b/a Electro Energy, Inc., its successors and assigns, and any of their present or future subsidiaries or organizations controlled by, controlling, or under common control with them.

b)

"Affiliate" shall mean any person, corporation, partnership or other entity with which joint enterprises are carried on with the Company or in which the Company has any interest.

c)

"Confidential and Proprietary Information" shall mean any and all information disclosed or made available to the Employee or known by the Employee as a direct or indirect consequence of or through his employment by the Company in which the Company is or may become engaged, including, but not limited to, customers, clients, contracts and agreements, marketing, product development, plans, publications, equipment, financial information, and any information or data related to the Company's and its Affiliate's products, devices, structures, materials, technologies, patents processes, procedures, methods, formulae, techniques, services, finances, research, development, Inventions, manufacture, purchasing, accounting or engineering. Notwithstanding the above, it is agreed that the Confidential and Proprietary Information shall not include the following:

i)

any information which appears in printed publications available to the public, or becomes generally known to the industry, other than through the acts, negligence, or faults of the Employee; and

ii)

any information not solicited by Employee which comes into Employee's possession without covenant of secrecy from another party, who is under no direct or indirect obligation to the Company to maintain the confidentiality of the information.

d)

"Inventions" shall mean discoveries, concepts, and ideas, whether patentable or not, relating to any present, contemplated, or prospective activities, investigations or obligations of the Company, including, but not limited to, products, devices, technologies, patents, structures, processes, procedures, methods, formulae, manufacturing, materials, techniques, or services and any improvements to the foregoing.

2)

Right to Inventions. With respect to all Inventions made, conceived or reduced to practice by Employee, whether or not during the hours of his employment or with the use of Company facilities, materials, or personnel, in whole or in part, either solely or jointly with others, during the term of his employment by the Company, and for a period of one (1) year after termination of such employment, and without royalty or any other consideration:

a)

Employee shall inform the Chief Executive Officer of the Company promptly and fully of such Inventions and upon request by such person set forth in writing in such details as are necessary to explain the structures, procedures, and methodology employed and the results achieved.

b)

Employee hereby agrees that all such Inventions shall be the sole and exclusive property of the Company, whether patented or not, and Employee hereby assigns and agrees to assign to the Company all of his right, title and interest in and to such Inventions and to all proprietary rights therein, based thereon or related thereto, including, but not limited to, applications for United States and foreign letters of patent and resulting letters of patent. Employee shall execute, acknowledge, and deliver any and all instruments conveying, confirming or otherwise affecting such ownership by the Company of such Inventions.

c)

Employee shall execute such documents and provide such assistance as may be deemed necessary by the Company to apply for, defend, or enforce any United States and foreign letters patent based on or rel