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(a)

The words "we", "us", "our", or "Axion" means Axion Power International, Inc. and/or any of its subsidiaries, affiliates, successors or assigns.

(b)

The words "you" or "your" means the Consultant.

(c)

The word "Parties" means you and us, jointly.

(d)

The words "Consulting Agreement" means this Consulting Agreement and all of the schedules attached to it, and any changes that the Parties may make in writing to any of the Consulting Agreement or its schedules at any time.

(e)

The words "Confidentiality Agreement" means the attached Confidentiality and Intellectual Property Rights Agreement, and any changes that the Parties may make in writing to it at any time.

Executive Representations and Warranties. The Executive represents and warrants to the Company that he is free to accept employment hereunder and that he has no prior or other obligations or commitments of any kind to anyone that would in any way hinder or interfere with his acceptance of, or the full, uninhibited and faithful performance of this Agreement, or the exercise of his best efforts as an executive officer of the Company. Notwithstanding the above Axion recognizes the Executive has been engaged in the practice of accounting and financial investigations. Executive has two engagements he must in good conscience complete for clients:

a.

Executive performed accounting and investigative services for the lawyer representing Douglas Glaser, a person indicted for criminal securities fraud by the state of Colorado. Executive expected to dispose of this matter August 23 and 24, 2007 when Executive returned to Denver at his own expense. This matter unfortunately ended with a mistrial. Accordingly Executive may be called upon to render limited services.

b.

b. Executive is committed to render expert testimony for the Boulder District Attorney's Office in a criminal matter. Executive previously prepared an expert's report and is to render expert testimony at trial the week of November 5, 2007. Executive believes the testimony should take no more than one day.

c.

Executive will travel to complete these matters by traveling at his own expense. Neither is expected to require substantial time. Executive will prorate his monthly salary at Axion to take his time away into account.

d.

Executive expressly agrees he will not accept additional/new engagements while consulting full time with Axion. Executive notified the firm he previously worked with, Heartland Dickerson, he will not accept new consulting engagements.

(a)

The Executive understands and agrees that he owes the Company a fiduciary duty, without limiting any other obligations or requirements that are imposed on the Executive elsewhere in this Employment Agreement or by law. As such, the Executive shall occupy a position of and commit to the highest degree of trust, loyalty, honesty and good faith in all of his dealings with and on behalf of the Company.

(b)

(c)

The Executive shall not, without disclosure to and approval of the Board of Directors of the Company, directly or indirectly, assist or have an active interest in (whether as a   principal, stockholder, lender, employee, officer, director, partner, consultant or otherwise) in any person, firm, partnership, association, corporation or business organization, entity or enterprise that competes with or is engaged in a business which is substantially similar to the business of the Company except that ownership of not more than 1% of the outstanding securities of any class of any publicly-held corporation shall not be deemed a violation of this sub-paragraph 3(c).

(d)

The Executive shall promptly disclose to the directors of the Company, in accordance with the Company's policies, full information concerning any interests, direct or indirect, he holds (whether as a principal, stockholder, lender, Executive, director, officer, partner, consultant or otherwise) in any business which, as reasonably known to the Executive purchases or provides services or products to the Company or any of its subsidiaries, provided that the Executive need not disclose any such interest resulting from ownership of not more than 1% of the outstanding securities of any class of any publicly-held corporation.

(e)

he Executive shall not disclose to any person or entity (other than to the Company's Board of Directors or to others as required, in his judgment, in the due performance of his duties under this Agreement) any confidential or secret information with respect to the business or affairs of the Company or any of its subsidiaries or affiliates.

(a)

Term of Employment. Unless terminated earlier in accordance with the provisions of this Agreement, the Company will employ the Executive for a six month period commencing September 1, 2007 and terminating on February 28, 2008 (the "Term"). Not less than 60 days before the termination of this Agreement, the Company and the Executive shall open negotiations for a suitable contract renewal if applicable. In the absence of a renewal contract, this agreement shall be automatically renewed for an additional six month term.

(b)

Place of Employment. The Executive shall occupy offices at the Company's principal executive office in the New Castle Metropolitan Area until the SEC filings are complete (or at such other Company office as the Company and the Executive may agree from time to time) which will be maintained for his use by the Company at the Company's expense. The Executive may perform some of his duties as CFO at a location other than New Castle once the filings have been completed although the Executive expressly agrees that regular travel may be necessary as part of his duties.

(c)

Ownership of Company Records and Reports. The Executive shall not, except in the performance of his duties hereunder, at any time or in any manner make or cause to be made any copies, pictures, duplicates, facsimiles, or other reproductions or recordings or any abstracts or summaries of any reports, studies, memoranda, correspondence, manuals, records, plans or other written or otherwise recorded materials of any kind whatever belonging to or in the possession of the Company, or of any subsidiary or affiliate of the Company, including but not limited to materials describing or in any way relating to the Company's business activities including, but not limited to, its proprietary techniques and technologies, its operational and financial matters, its business and financial and development plans, its personnel training and development programs and its industry relationships. The Executive shall have no right, title or interest in any such material, and the Executive agrees that, except in the performance of his duties hereunder, he will not, without the prior written consent of the Company remove any such material from any premises of the Company, or any subsidiary or affiliate of the Company, and immediately upon the termination of his employment for any reason whatsoever Executive shall return to the Company all such material in his possession.

(a)

You will devote whatever time is required to bring the Company into SEC compliance. You will devote whatever time is required thereafter to fulfill your fiduciary responsibilities.

(b)

From time to time you may be called upon to travel in the course of performing your responsibilities for us.

(c)

You will not have any authority to sign contracts on our behalf or to bind us to any purchases, services, or commitments unless you obtain our prior written approval.

(d)

You will initially report to and take direction from Mr. Thomas Granville, our chief executive officer. This may change from time to time at Axion's sole discretion. You will report to the Audit Committee and take their direction wherever required to comply with the by-laws of the corporation and applicable FASB, SEC, PCAOB and stock market listing requirements.

·

A consulting fee of $15,000. per month for the services contemplated by this agreement;

·

Inclusion in the company Workers Compensation Plan;

·

Such additional or supplemental fees and bonuses as we may agree to from time to time.

(a)

Reasonable expenses while traveling on company business include travel fares, accommodations, meals, tips, telephone and fax charges.

(b)

You are not authorized to incur entertainment expenses without our prior approval.

(c)

All expenses must be reported on our standard expense reimbursement forms, accompanied by copies of all associated receipts and included with your regular monthly statement.

(d)

Living expenses while in New Castle that will include: housing, rental car allowance, mileage allowance and two round trip air fares home per month while located frill time at New Castle. Until Axion is current in its filings with the SEC Executive is expected to devote full time to his duties at Axion without trips home.

 

(a)

This Consulting Agreement commences on the Effective Date, and continues until it is terminated.

(b)

Axion can terminate this Consulting Agreement with cause at any time without prior notice. Axion can also terminate this Consulting Agreement without cause as long as we give you four weeks advance written notice. Our failure to give you said notice in writing will be a breach of this subsection, which may cause you loss or harm for which we could be liable.

(c)

If you fail to work in good faith after a notice of termination, Axion can, acting reasonably, terminate you with cause.

(d)

You can terminate this Consulting Agreement at any time as long as you give us at least four weeks prior written notice. Your failure to give us said notice in writing will be a breach of this subsection.

9/21/07

Per: Thomas Granville

Title: C.E.O.

9/26/07

Per: Andrew Carr Conway, Jr.

        Conway Enterprises, LLC

(a)

The word "Axion" means Axion Power International, Inc. and/or any of its subsidiaries, affiliates, successors or assigns.

(b)

The word "Parties" means the Consultant and Axion, jointly.

(c)

The words "Confidentiality Agreement" means this "Confidentiality and Intellectual Property Rights Agreement", and any changes that the Parties may make in writing to it at any time.

(d)

The words "Confidential Information" means any technical data, trade secrets or know-how proprietary to or in the possession of Axion, including, but not limited to, research, product plans, products, services, customer lists (including, but not limited to, customers of Ax ion on whom the Consultant called or with whom he/she became acquainted during the term of his/her employment), markets, software, developments, codes, inventions, processes, formulas, technology, designs, drawings, equipment or engineering, prototypes, compilations of information, marketing, finance or other business information disclosed to the Consultant by Axion either directly or indirectly in writing, drawings, orally or in electronic form.

(e)

The words "Prior Inventions" mean inventions, original works of authorship, developments, improvements, and trade secrets made by the Consultant prior to his/her employment with Axion.

9/21/07

Per: Thomas Granville

Title: C.E.O.

9/26/07

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Consultant

Per: Andrew Carr Conway, Jr.

        Conway Enterprises, LLC

(a)

The word "Axion" means Axion Power International, Inc. and/or any of its subsidiaries, affiliates, successors or assigns.

(b)

The word "Parties" means the Consultant and Axion, jointly.

(c)

The words "Non-Competition Agreement" means this "Schedule "B" — Non- Competition / Non Solicitation Agreement", and any changes that the Parties may make in writing to it at any time.

(d)

The words "Competitive Business" means any business that is involved in the development of lead-acid-carbon supercapacitor/battery hybrid energy storage devices and is directly competitive with Axion's business, or in respect of which it carries on active sales, marketing, distribution, research or development activities.

(a)

as a principal, partner or employee;

(b)

as an officer, director or similar official of any incorporated or unincorporated entity (including but not limited to any corporation, partnership, joint venture, association, syndicate or trust), which is engaged in any activities included as pail of the Competitive Business ("Other Entity");

(c)

as a consultant or advisor to or agent of any Other Entity in respect of such Competitive Business;

(d)

as a shareholder of any Other Entity, who can vote or act with other shareholders to exercise effective control of that Other Entity;

(e)

by canvassing or soliciting on behalf of the Other Entity an order for Competitive Business; or

(f)

by providing, directly or indirectly, financial or other assistance to a business which is substantially similar to or competitive with the Competitive Business.

/S/ THOMAS GRANVILLE

Per: Thomas Granville

Title: C.E.O.

/S/ ANDREW CARR CONWAY, JR.

Per: Andrew Carr Conway, Jr.

        Conway Enterprises, LLC

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