Letter Agreement

Engagement Agreement

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401-4750 March 31, 2005 Charles Mazzacato, Chief Executive Officer Axion Power International, Inc. | Charles Mazzacato, | Axion Power International, Inc.

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Title: Letter Agreement
Date: 4/4/2005

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PETERSEN & FEFER
	Attorneys at Law

Telephone 4126 684-0500	Chateau de Barbereche	Facsimile 4126 684-0505
	Switzerland 1783 Barbereche
Houston Voicemail/Fax	E-mail	New York Voicemail/Fax
(281) 596-4545	jlp@ipo-law.com	(212) 401-4750

March 31, 2005

Charles Mazzacato, Chief Executive Officer

Axion Power International, Inc.

100 Caster Avenue

Vaughan, Ontario, Canada L4L 5Y9

Re: Agreement Respecting Open Account

Balances and Future Legal Services

Dear Charles,

This letter will confirm that the law firm of Petersen & Fefer has agreed to continue serving as general counsel to Axion Power International (“Axion”) for a 12-month period commencing April 1, 2005. This letter agreement amends and supplements our original retainer agreement dated January 2, 2004.

Over the last several weeks, we have been engaged in discussions with the board of directors respecting the services provided by our firm during the 15-month period ended March 31, 2005. These discussions focused principally on the following issues:

·	The best manner for resolving an unpaid balance due to our firm of $50,980 for basic compliance services under the original agreement;

·	The best manner for resolving an estimated balance due to our firm of $119,927 for transactional services under the original agreement;

·	The best manner for resolving an estimated balance due to our firm of $135,000 for litigation services that were excluded from the original agreement; and

·	The best manner for providing a reasonable monthly payment to our firm and a predictable monthly expense for Axion during the continuation of our relationship.

With respect to the open compensation issues, we have agreed to compromise and settle all claims relating to legal services rendered through March 31, 2005 for total cash payments of $125,000 plus a two-year option to purchase 140,000 Axion shares at a price of $1.00 per share, which represents a discount of $1.60 per share from the current market value of those shares. We acknowledge that Axion afforded us an opportunity to choose between 90,000 fully paid shares and 140,000 options and we selected the option alternative.

With respect to future services, we have been retained to act as Axion’s principal legal counsel on securities matters and related business law issues arising in connection with the implementation of Axion’s business plan. It is expected that such services will include, but not be limited to:

·	Preparation of all required reports under the Securities Exchange Act of 1934;

·	Preparation of all required proxy statements under the Securities Exchange Act of 1934;

·	Assistance in obtaining a listing for Axion’s securities on the American Stock Exchange;

·	Review of all press releases and other public communications to stockholders and the financial markets;

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