TERMINATION AGREEMENT

                                  Exhibit 10.6

                              TERMINATION AGREEMENT

         THIS TERMINATION   AGREEMENT (the   "Agreement") is made and entered into

effective as of May ___,   2005,   by and among POWER   TECHNOLOGY,   INC., a Nevada

corporation (the "Company"),   CORNELL CAPITAL   PARTNERS,   LP, a Delaware limited

partnership   (the   "Investor"),    and   NEWBRIDGE   SECURITIES    CORPORATION   (the

"Placement Agent").

                                    Recitals:

         WHEREAS,   the Company and the Investor   entered   into a Standby   Equity

Distribution   Agreement   (the "Standby   Equity   Distribution");   a   Registration

Rights Agreement (the "Registration Rights Agreement"); an Escrow Agreement (the

"Escrow   Agreement");   and the Company,   the Investor,   and the Placement   Agent

entered into a Placement Agent Agreement (the "Placement Agent Agreement"),   all

of   which   are   dated   August   27,   2004    (collectively,    the   Standby   Equity

Distribution   Agreement,   the   Registration   Rights   Agreement,   and the   Escrow

Agreement, and the Placement Agent Agreement are referred to as the "Transaction

Documents."

         NOW, THEREFORE, in consideration of the mutual promi