8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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FORM 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):  August 11, 2006

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CELL POWER TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in Its Charter)

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Florida	000-50062	59-1082273
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

9412 Oakmore Rd
Los Angeles, CA 90035
(310) 559-6126

(Address and telephone number of principal executive offices)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01

Entry into a Material Definitive Agreement

Item 2.01

Completion of Acquisition or Disposition of Assets

On March 17, 2006, Cell Power Technologies, Inc., a Florida corporation (“Cell Power”) entered in an Agreement and Plan of Merger (the “Merger Agreement”) by and among Cell Power, Portagy Corp., a privately held Delaware corporation (“Portagy”) and Portagy Acquisition Corp., a newly formed wholly-owned Florida subsidiary of Cell Power (“PAC”). On August 11, 2006, Cell Power, Portagy and PAC closed the merger transaction contemplated under the Merger Agreement (the “Merger”). As a result, Portagy became a wholly-owned subsidiary of Cell Power.

The Merger was approved by the unanimous consent of Portagy’s stockholders.

Under the Merger Agreement:

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Each share of Portagy common stock and preferred stock issued and outstanding immediately prior to the closing of the Merger was exchanged into approximately 2.445 shares of Cell Power common stock.

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At closing Cell Power issued 16,051,413 shares of its common stock to the former stockholders of Portagy, representing approximately 69% of Cell Power’s outstanding stock.

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There are now 23,277,673 shares of Cell Power common stock issued and outstanding.

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Using the same 2.445 exchange ratio, Cell Power issued Portagy warrant holders 8,068,496 Cell Power warrants exercisable at $0.04 per share, 100,000 Cell Power warrants exercisable at $0.27 per share and 5,878,985 Cell Power warrants exercisable at $0.31 per share in the Merger.

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Cell Power issued $275,000 6% convertible notes convertible into Cell Power common stock at a 50% discount to the closing price on the last trading day prior to conversion.  These notes were issued to investors, including Mr. James Davidson, a Portagy director who became one of our directors. These notes replaced similar Portagy notes.

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The following Portagy promissory notes will remain as Portagy promissory notes after the merger:

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$204,000 demand notes held by investors, including Mr. Davidson and

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$70,000 of secured notes due upon the earlier of (i) funding of a letter of credit for the purchase of Portagy  inventory  or (ii) August 11, 2006.

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Mr. Jacob Herskovits, the former President, Treasurer and Secretary of Cell Power, canceled 1,500,000 shares of Cell Power common stock held by him.

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Upon closing of the Merger:

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Portagy’s Chief Executive Officer, Mr. Charles Wiesel, was appointed Chief Executive Officer, Secretary and Treasurer of Cell Power.

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Mr. James Davidson was appointed a Cell Power director;

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Mr. Michael O’Donnell shall become a director of Cell Power when Cell Power complies with Section 14(f) of the Securities Exchange Act of 1934 and Rule 14f-1 thereunder.

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Both Messrs. James Davidson and Michael O’Donnell are directors of Portagy.

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Mr. Herskovits remains as a Cell Power director.

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The lock-up agreement required by the Merger Agreement shall be in full force and effect.

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Changes Resulting from the Merger

Cell Power intends to carry on Portagy’s line of business. See “Description of Business” below. Cell Power is inactive and has generated no revenue during its current fiscal year which began on November 1, 2005.

The Merger is being accounted for as a “reverse merger,” since the stockholders of Portagy now own a majority of the outstanding shares of Cell Power common stock. Portagy is deemed to be the acquiror in the reverse merger. Consequently, the assets and liabilities and the historical operations that will be reflected in the financial statements prior to the Merger will be those of Portagy and will be recorded at the historical cost basis of Portagy, and the consolidated financial statements after completion of the Merger will include the assets and liabilities of Cell Power and Portagy, the operations of Portagy and the operations of Cell Power from the closing date of the Merger. Except as described in the previous paragraphs, no arrangements or understandings exist among present or former controlling shareholders with respect to the election of members of the Cell Power’s board of directors and, to our knowledge, no other arran gements exist that might result in a change of control of the Cell Power. Further, as a result of the issuance of the shares of Cell Power’s common stock pursuant to the Merger, a change in control of the Company occurred on the date of the consummation of the Merger.

In connection with the closing of the Merger, as described above, Mr. James Davidson was appointed to our board of directors. In addition, we will appoint Mr. Michael J. O’Donnell to our board of directors. Such appointment is subject to the conclusion of a 10-day period that will follow the date on which information meeting the requirement of Section 14(f) of the Securities Exchange Act of 1934 and Rule 14f-1 thereunder is mailed to our shareholders of record. This current report contains the required information and will be mailed to all shareholders of record on or about August 17, 2006. The 10-day period is expected to conclude on or about August 27, 2006. Effective upon the closing of the Merger, Mr. Jacob Herskovits, our former Chief Executive Officer, Treasurer and Secretary resigned his position and Mr. Charles Wiesel was also appointed as our new Chief Executive Officer, Treasurer and Secretary. Mr. Herskovits remains as a Cell P ower director.

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DESCRIPTION OF BUSINESS

All references to “we,” “our,” and “us” for periods prior to the closing of the Merger refer to Portagy, and all references to “we,” “our,” and “us” for periods after the closing of the Merger refer to Cell Power and its subsidiaries, including Portagy.

Overview

Portagy was incorporated in February 2005 for the purpose of selling and marketing portable energy products for cell phones, personal digital assistants including BlackBerry and other handheld devices and laptop computers. As described below under “ Portagy’s Agreement with AES” we terminated this business model and no longer have any interest in selling and marketing these products.

In late 2005, our management entered into an Exclusive Supply and Distribution Agreement (the “AES Agreement”) with Automotive Energy Systems, LLC (“AES”) through which we obtain exclusive supply and distribution rights to two small products that can be stored in a glove box and in about 10 minutes charge dead batteries of automobiles, one of which is for a one-time use and the other of which is rechargeable. Based upon our experience, we are eliminating the one-time or disposable battery charger in cases where a battery is not fully dead and can accept a recharge. More recently, we entered into an amendment to the AES Agreement. Currently, we are engaged in the sale and marketing of this battery-charging product. We recently concluded our first sale of this product under the name Porta-Jump. The sale was for the Russian market. Because our current management felt that the name Porta-Jump was not appropriate, we elected to distribute our initial inventory manufactured under the name Porta-Jump overseas. We are currently engaged in discussions with several different potential distributors to distribute our current products in the United States and elsewhere under the name Jump-It. Depending upon the results of our continuing discussions with AES, which discussions relate to pricing and our attempt to reduce the purchase price through AES (which is not the manufacturer), we will be in a better position to determine if we can distribute our products through a well-known distributor that will provide all of the marketing and distribute our products to big box and other stores, including automotive stores in the United States and internationally, and also produce an infomercial to be shown on television. If we are unable to successfully conclude our negotiations with AES and are required to pay it a higher price, we will use alternative methods of marketing using third-party distributors. In this case, we will be required to provid e not only logistic support but also marketing support. See “Portagy’s Agreement with AES.”

Industry Overview

According to BCC Research, the worldwide battery control technology business, which is aimed at increasing battery life, is surging. BCC Research reported that battery chargers and power converters currently represent the largest of the three battery control technology market sectors, with 2003 sales of about $1.4 billion. BCC expects that by 2009, wholesale sales of battery chargers are expected to exceed $1.8 billion and that the overall U.S. wholesale market for battery control technology should grow to more than $4.2 billion by 2009.

Frost & Sullivan, in their report on the U.S. battery charger market, defines automotive chargers as those that charge batteries for vehicles. They state that automotive batteries are available in the range of 6, 12, and 24 volts, with the amperage ranging from 10 to 50 milliampere. The amperage determines the charging time for the battery, thus the higher the amperage, the faster the battery can be charged. According to Frost & Sullivan, the four different types of chargers available are trickle, medium, fast and rapid chargers. Our product is considered a trickle charger.

According to BCC Research, the U.S. automotive and automotive battery markets help define the market target for automotive battery chargers. The automotive battery market is one of the best documented. The Department of Commerce, Bureau of Census and Battery Council International all release detailed figures for unit shipments, often updated monthly. Automotive sales data is also routinely available. Because of differences in reporting protocols, these figures are not always interchangeable.

According to BCC Research, the two main markets for battery chargers, including automotive battery chargers, are the original equipment manufacturers (“OEMs”) and the aftermarket. In traditional markets, such as the automotive market, chargers are mainly sold in the aftermarket, either directly or indirectly to end users or through third-party distributors.

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BCC Research reported that the first, smaller OEM segment is directly related to wholesale domestic auto sales but that the second aftermarket segment depends on real battery life, the lifetime of the automobile, and less importantly, the tendency to upgrade an automobile’s existing battery. BCC Research found that during the 1980s, many consumers continued to operate their automobiles much longer than during the 1970s and that since automotive non-maintenance free batteries have a limited life span (one to three years), this encouraged aftermarket sales, as well as battery charger sales. BCC Research also found that population shifts to warmer climates increased unit sales (because hotter batteries are more subject to irrecoverable, catastrophic failure), but batteries sold are lower performance (because cold weather ignition required stronger batteries). On the other hand, BCC Research reported that there is a greater demand for battery chargers in colder climates (where batteries are more likely to accidentally discharge without actual battery failure).

According to BCC Research, today’s automobiles incorporate a wide variety of optional electric equipment. Radios, interior lights, climate control, electrical defrosters, and clocks are considered standard equipment by more affluent buyers. There are hundreds of possible options in a state-of-the-art vehicle. A recent auto show prototype featured a television, pre-recorded diagnostic messages, a complex security system, and electrically adjustable seats. The development of anti-collision sonar is considered a priority by Department of Transportation planners. BCC Research found that these additions tax existing automotive batteries, especially when used with the engine off and thereby increase the demand for battery chargers.

Our Strategy

Our strategy is to successfully conclude our discussions with AES and attempt to finalize a relationship with a major distributor with a proven track record of distributing consumer products both in big box stores. Otherwise, we will have to resort to soliciting independent distributors and relying upon their efforts. Regardless of the outcome of our discussions with this major distributor, we will be required to spend substantial sums in marketing support and advertising budgets in order to support the sale of our product line once the distributors are able to find retail outlets. In addition to our initial product, we have had discussions with AES about creating additional rechargeable models for boats and motorcycles.

In addition to our rechargeable battery product line, we intend to seek other consumer products which we can distribute in the United States and internationally. Presently, we have not had any meaningful discussions with regard to the distribution of other products.

Our Product Line

Our rechargeable battery charger is designed to permit a person to plug the charger into the cigarette lighter of his car or truck and start the vehicle in about 10 minutes. The rechargeable product uses alkaline batteries which have approximately a six-year shelf life. Our products are designed to retail at between $29 and $39 depending upon whether they are being sold in normal retail outlets, including automotive stores or in large big box outlets such as Wal-Mart, K-Mart, Target, Costco and Sam’s Club, where expect that they would be priced at a lower amount per unit. The rechargeable unit may be used up to seven times and essentially recharges itself as the car is driven much like a dead cell phone which is plugged into the same receptacle. We believe that these products are unique because of the short time frame in which to recharge the battery to permit it to start. There are current models that use what is known as a trickle charg e that take much longer to charge and are difficult to find in retail stores. These trickle charge products also are priced much higher, ranging from $39 to $79 per unit.

Our battery units are small, approximately 3” x 3” x 2” and weigh just under one and a half pounds. They may be stored in a glove compartment or center console of a vehicle. Unlike lithium ion batteries, which are commonly used in cell phones and need to be recharged probably on a weekly basis, the alkaline batteries used in our devices have an approximate six-year shelf life.

The advantage of our products is they permit a person to rapidly (within 10 minutes) charge a dead battery and permit it to start and eliminate the typically long wait period for the Automobile Association of America (“AAA”) or service vehicles offered under most new car warranties by manufacturers. The user may also remain in his car in a bad neighborhood as the battery is charged.

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Portagy’s Agreement with AES

On December 13, 2005, we entered into the AES Agreement which we amended on April 10, 2006 (the “AES Amendment”). Under the AES Agreement we received exclusive distribution rights to the AES battery-charging product line, including any new or updated versions. Our exclusive rights are for North America, including the United States, Canada and Mexico, except for pre-existing agreements with Kia Motors of Korea, Jiffy Lube and AAA Automobile Service Companies; the European Union; and elsewhere in the world, except Singapore, Korea, Japan, Thailand, China, Malaysia and Indian Asia and Taiwan. In order to maintain our exclusivity, we were required within 120 days to place orders to purchase 500,000 units during the year with increasing amounts over a five-year period. Additionally, we were required to place orders involving certain minimum purchase amounts which increased over the five-year period. As additional consideration, we were required to pay AES $400,000, including $200,000 promptly after receipt of the first shipment. We paid it the initial $200,000 and the AES Amendment eliminated a requirement to pay the additional $200,000, except from product sales.

The AES Agreement set initial prices for the products. As described above, we are currently engaged in discussions with AES to lower these prices. These initial prices are subject to increase by AES, except AES agreed that it will offer prices to us at least as low as it offers to others elsewhere in the world.

The AES Agreement is for a five-year term and will automatically renew for one-year periods unless either party gives prior written notice to the other.

Under the AES Agreement, we are required to use commercially reasonable efforts to advertise and market the products in the territories we have exclusive rights at our sole expense. However, AES agreed to provide us at no cost the same promotional materials it generally makes available to its resellers and distributors in camera-ready or electronic format.

As a result of our inability to pay AES the full $400,000, we entered into the AES Amendment on April 10, 2006. The AES Amendment required us to order a minimum of 10,000 units, which we did. Additionally, the $200,000 we owe AES was changed so that we were required to pay it $2.00 from the sales proceeds of each unit within 15 days of the date of receipt of payment. Finally, the AES Amendment eliminated the minimum dollars of purchases.

In addition to the $200,000 that we paid as a fee for the exclusive distribution rights, from April 2006 through May 2006 we have also paid AES $166,250 for the initial inventory. This inventory was manufactured by a third party in China on behalf of AES as our agent. The inventory has been maintained by the factory pending delivery instructions from us. Because we elected not to market the product under Porta-Jump, we have sold some of our initial order of inventory to an Austrian company for delivery to consumers in Russia. The purchase order was for rechargeable units. We continue to retain additional rechargeable units plus the initial inventory of disposable units. The initial manufacturing run was of equal amounts of rechargeable and disposable units. Our current management believes that our former management made a mistake and that it will be very difficult to market the disposable units. Accordingly, we intend to spend $31,25 0 to convert the disposable units to rechargeable units under the Porta-Jump name.

Our initial order for delivery in Russia is in the process of being delivered from China. We factored a $90,000 purchase order and received $64,000 in July 2006. The transaction was structured as a loan to us, and we agreed to pay the notes we issued to two persons upon the earlier of issuance of an irrevocable letter of credit from the purchaser’s bank or within 30 days (August 11, 2006). We may obtain an additional 30-day extension by paying the two lenders an additional $6,000. Furthermore, Portagy issued warrants to each of the lenders which converted to a total of 100,000 of our warrants exercisable over a three year period at $0.27 per share. Very recently, the European distributor orally advised us that it was going to place a larger purchase order.

Our Agreement with Bavli

Bavli Group International, Inc. (“Bavli”) is a Delaware corporation based in Los Angeles, California. The principal shareholder of Bavli is our Chief Executive Officer, Mr. Charles Wiesel. Portagy initially entered into an Exclusive Licensing Agreement with Bavli on December 16, 2005 (the “Bavli Agreement”). At that time, Mr. Wiesel was not employed by an officer of Portagy or of us. Bavli is a marketing company with experience in selling consumer products internationally and in the United States. Portagy entered into the Bavli Agreement granting it the right to market and sell our portable energy products. Effective April 1, 2006, when Mr. Wiesel was

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Portagy’s Chief Executive Officer, Portagy entered into an amendment with Bavli (the “Bavli Amendment”). A main change of the amendment was to change the territory from a select group of companies overseas to all territories which Portagy licenses from AES. Portagy and Bavli also changed the compensation from a 50% split of net profits on sales by Bavli to payment of a 2% of net sales during the first two years and 2% during the last four years but only on specified customers.

In connection with the Bavli Agreement, Portagy issued 200,000 shares of its common and 400,000 warrants to Bavli which, following the Merger, converted to 489,000 shares of our common stock and 978,000 of our warrants exercisable at $0.31. In connection with the Bavli Amendment, Portagy issued Bavli 1,400,000 warrants exercisable at $0.75 per share, which, following the Merger, converted to 3,423,000 of our warrants exercisable at $0.31 per share. Of these warrants issued by us 3,423,000 have cashless exercise provisions. The Bavli Amendment was primarily entered into to limit the impact of the conflict of interest because Mr. Charles Wiesel, our Chief Executive Officer, is President of Bavli. Mr. Wiesel was elected our Chief Executive Officer in April 2005 prior to execution of the Bavli Amendment.

Portagy’s Agreement with Zibo

As of July 20, 2005, Portagy entered into a Purchase Agreement with ZAP, a California corporation, and Zibo Enterprises Co., Ltd., a Chinese company (“Zibo”). This agreement (the “Zibo Purchase Agreement”) and all of the other agreements described under this section of this Form 8-K are no longer valid. As a result of the events described below, on May 31, 2006, Portagy’s board of directors cancelled its common stock issued to ZAP and Zibo. Under the Zibo Purchase Agreement, Portagy initially agreed to issue ZAP 12,000,000 shares of Portagy’s common stock and issued Zibo 2,200,000 shares of Portagy’s common stock. In exchange, ZAP sold to Portagy ZAP’s right in certain Portagy energy products manufactured by or on behalf of Zibo and Zibo sold Portagy a 50% interest in Zibo’s  intellectual property in such products. These consisted of batteries which could operate a variety of cellular telephones, personal digital assistants and other related electronic equipment. Additionally, the Zibo Purchase Agreement transferred to Portagy equity and options to purchase equity in Zibo. Two amendments to the Zibo Purchase Agreement were executed, both dated as of July 20, 2005. Under the original Zibo Purchase Agreement, Portagy was required to submit a purchase order to Zibo of $1.6 million, one of the amendments extended the period of time to do so. The other amendment reduced the number of shares issuable by Portagy to 3,000,000 shares of Portagy common stock to ZAP and 2,000,000 shares to Zibo instead of the greater amounts set forth in the Zibo Purchase Agreement. Zibo and Portagy also entered into an Exclusive Manufacturing and Supply Agreement (the “Manufacturing Agreement”) which was undated and gave Zibo the exclusive right to manufacture Zibo’s portable energy products on behalf of Portagy. The Manufacturing Agreement required Portagy to submit a purchase order for $ 1.6 million of products by July 1, 2005 and contained further minimum purchase requirements. Under the terms of these agreements, as amended, Portagy paid Zibo $160,478, although Zibo never manufactured any products which were suitable for distribution to consumers.

As a result of difficulties that arose between Portagy and Zibo, effective December 24, 2005, Zibo and Portagy entered into an Exclusive Distribution Agreement (the “Zibo Distribution Agreement”). Under the Zibo Distribution Agreement, Zibo forfeited 1,000,000 shares of Portagy’s common stock and Portagy cancelled the equity interest it owned in Zibo. Additionally, Portagy’s ownership in the Zibo intellectual property was cancelled and the Zibo Manufacturing Agreement and other related documents, including the Zibo Purchase Agreement and amendments, were cancelled. The Zibo Distribution Agreement contained certain provisions granting Portagy rights to distribute Zibo’s products and requiring Portagy to place certain minimum purchase orders.

Zibo immediately took actions contrary to those of Portagy. At a consumer electronics show in the United States in early January 2006, it offered to employ Portagy’s then President and Vice President offering them higher compensation and hire at a greater equity ownership in Zibo. As a result of this improper conduct, Portagy by letter dated January 11, 2006, terminated the Zibo Distribution Agreement and demanded the return of its initial deposit of $150,000 less $41,500 paid to Zibo to produce molds. Zibo did not return any funds and ceased communications with Portagy.

Competition

We believe our primary competition will come from roadside automobile assistance services and traditional automotive battery charger companies.

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When a car battery dies, the driver will often call upon a roadside assistance service from the Automobile Association of America (“AAA”) or vehicle manufacturer (for cars and trucks under warranty) for help. Such assistance can often take an hour or more to arrive. This can be especially troublesome if an automobile battery has died late at night or in unsafe area. With our product the driver not only can remain safely inside of their car but the battery will be recharged in about 10 minutes. This represents a significant competitive advantage.

Most traditional automotive chargers are large and bulky, cost significantly more than the proposed price of our product and cannot be used to charge the vehicle from inside the car. In addition, those products which are small enough to be used from inside the car are usually only one-time use products. Our product is small enough to fit inside a car’s glove compartment, can recharge a battery through the vehicle’s cigarette lighter while the driver remains in the comfort and security of his or her automobile and can be used multiple times.

According to BCC Research, most automotive battery charger companies specialize in high voltage (auto/traction/industrial) battery chargers, and develop customized marketing and promotion plans to match the automotive customer. BCC Research reports that in many cases, these companies concentrate on manufacturing the battery chargers and market them through commercial or retail distributors and that nearly half of automotive battery chargers are distributed through specialty outlets, especially auto parts stores. Cell Power will be using many of the same distribution channels. We are also considering producing an infomercial to be shown on television to showcase our product.

While we believe we our battery charger with its cost, size, speed and rechargeable future is a competitive advantage, we also face certain significant disadvantages. A company such as AAA is virtually a household name. Once someone has joined such a roadside assistance service, there is usually no additional fee each time someone requires a jump start or a tow. Also, car and truck manufacturers include towing service for free as part of their warranty coverage. Finally, as we currently have very little working capital, we will be competing against other companies that have significantly more working capital in addition to many more personnel and marketing capability.

We will be competing against numerous other companies that produce battery chargers of which, according to BCC Research, Exide, Inc. and Hobart Battery Charges are the largest with over $20,000,000 in annual battery charger related sales.

Seasonality

Because we are a new business, it is not yet clear whether we will be subject to any sort of seasonality. We expect that our business will generally show an increase in sales during the fourth and first quarters. During the fourth quarter we expect business to increase due to holiday purchases. In addition, since automotive battery charger sales are higher in colder climates, we also expect sales to increase during the fourth and first quarter due to colder seasonal temperatures.

Employees

We and Portagy have one employee, Mr. Charles Wiesel, who acts as our President and Chief Executive Officer of Portagy. He also holds the positions of Secretary and Treasurer of each company.

Additionally, we have entered into a Services Agreement in April 2006 with a company provided by the managing member of AES. Under this Services Agreement, the company will provide Portagy logistic distribution services and packaging services over a two-year period at a fee of $10,000 per month. Additionally, Portagy issued to the service provider 229,500 Portagy warrants exercisable at $0.75 per share which converted to 561,127 shares of our common stock exercisable at $0.31 per share over a three-year period. Portagy also agreed to pay the service company a commission of 3% of net sales which they obtain on behalf of Portagy during the term. This agreement is terminable by either party on 90 days’ written notice.

In October 2003, we entered into a Consulting Agreement with Superior Associates (“Superior”), which has provided a variety of services to us including providing an office and administrative services. The total fees incurred for services under this agreement were $420,000 (including $35,000 prepaid in 2003 and $385,000 paid in 2004) for the year ended October 31, 2004 and $245,000 for the year ended October 31, 2005. The Consulting Agreement provides for monthly fees of $35,000 for a five-year period. All fees since November 1, 2005 have been waived.  As required by the Merger Agreement, in July 2006 we entered into an amendment of the Consulting Agreement with Superior waiving fees which accrued since January 2006 and suspending the obligation to pay any

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further fees until we receive financing in excess of $1,250,000 in which case we shall resume paying monthly fees of $6,250. The office and administrative services are no longer being provided.

Our Existing Business

Except for the business of Portagy, we are inactive. Excluding the business of Portagy, we have certain rights to revenue received from a product called Cellboost which is a patented disposable power source which attaches to the charger port of a cell phone and delivers up to 60 minutes of additional talk time. These rights relate to sales of Cellboost by E&S International Enterprises, Inc. (“E&S”) in North and Central America, including Mexico, the Caribbean and Israel and sales in those territories. The royalty rates vary on whether the sales are directly made by E&S or distributors. For further information, please see the section of this Form 8-K entitled, “Legal Proceedings.” Because of the dispute referred to under “Legal Proceedings,” we have had no revenue from Cellboost in our fiscal year which began November 1, 2005.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF PLAN OF OPERATION

Certain statements in “Management’s Discussion and Analysis or Plan of Operation” are forward-looking statements that involve risks and uncertainties. Words such as “may,” “will,” “should,” “would,” “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions identify such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s analysis only as of the date hereof. We assume no obligation to update these forward-looking statements to reflect actual results or changes in factors or assumptions affecting forward-looking statements. We have included Risk Factors relating to an investment in us at the conclusion of this Item 2.

Overview

The financial statements contained in this Form 8-K consists of the financial statements of Portagy since its inception, and our pro forma financial statements for the year ended December 31, 2005 and the three months ended March 31, 2006 reflecting what our financial statements would have been if we had owned Portagy from the date of its incorporation in February 2005. During the periods presented, Portagy had no revenue and incurred substantial losses. Portagy generated its initial revenue in July 2006 and is continuing to negotiate with AES and potential distributors with regard to additional future revenue. Until these negotiations are consummated, investors should not expect Portagy or us to generate any additional revenue.

Critical Accounting Estimates

We have selected our more subjective accounting estimation processes for the purpose of explaining the methodology used in calculating the estimates, in addition to the inherent uncertainties pertaining to the estimate and the possible effects on our financial condition. These estimates involve certain assumptions that if incorrect could create a material adverse impact on our results of operations and financial condition.

Revenue Recognition

The discussion below consists of Portagy’s financial results, except where we specifically refer to our lack of liquidity and debt.

Revenue from sales of equipment is generally recognized when products are delivered to and accepted by the customer, economic risk of loss has passed to the customer, the price is fixed or determinable, collection is probable and any future obligations are insignificant. Payments received in advance of the performance of services will be deferred until the products are delivered. We will use our judgment in assessing when revenue is realizable and earned, and record revenue based on the specific provisions of our contracts with third parties and our assessment of when collection is probable.

Intangible Assets

Intangible assets are prepaid distribution rights to certain portable energy products. These costs are capitalized and amortized using the straight-line method over the expected useful life of five years based upon management’s expectations relating to the life of the license rights and current competitive market conditions.

Impairment of Long-Lived Assets

Intangible assets are evaluated and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Cell Power recognizes impairment of long-lived assets in the event the net book value of such assets exceeds the estimated future undiscounted cash flows attributable to such assets or the business to which such assets relate. If the sum of the expected undiscounted cash flows is less than the carrying value of the related asset, a loss is recognized for the difference between the fair value and the carrying value of the related asset. Such analyses necessarily involve significant judgment.

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Results of Operations

The following discussion should be read in conjunction with the financial statements and notes thereto included elsewhere in this Form 8-K. For the quarter ended March 31, 2005, we had not conducted operations so comparisons are not presented with the quarter ended March 31, 2006.

Revenue

During the periods presented, Portagy generated no revenue. In July 2006, Portagy borrowed $64,000 against its first purchase order.

Cost of Revenue

Because Portagy generated no revenue, there were no costs associated under this category.

Salaries

Salaries, commissions and related taxes for the period from February 25, 2005 through December 31, 2006 were $128,308. For the quarter ended March 31, 2006, these expenses were $57,504.

Selling, General and Administrative Expenses

Portagy’s other selling, general and administrative expenses including interest expense for the period from February 25, 2005 (inception) to December 31, 2005 were $675,306. Other selling, general and administrative expenses for the quarter ended March 31, 2006 were $340,088. In addition, we incurred a financing fee for the issuance of common stock of $375,000 during the quarter ended March 31, 2006.

Net Loss Applicable to Common Stockholders

The net loss applicable to common stockholders of Portagy in 2005 was $803,614 and for the first quarter of 2006, the net loss applicable to common stockholders was $812,592.

Liquidity and Capital Resources

Portagy’s net cash used in operating activities in 2005 was $362,570 and $189,267 for the first quarter of 2006.

Portagy’s net cash used in investing activities was $204,288. No cash was used in investing activities by Portagy in the first quarter of 2006.

Portagy’s net cash provided by financing activities of Portagy in 2005 was $569,633 representing net funds raised by Portagy throughout the year. Portagy’s net cash provided by financing activities in the first quarter of 2006 was $186,500 in contrast to $20,000 in the first quarter of 2005.

We and Portagy continue to experience losses from operations, and without the receipt of substantial financing, we will not be able to remain in operation. Portagy received $64,000 in July 2006 which permitted it to meet certain of its obligations, including payment of two months in advance of compensation to its Chief Executive Officer and accounting fees required by  this Form 8-K. We and Portagy owe substantial funds to its founders and one of our directors which is described under “Related Party Transactions” in Item 7 of this Form 8-K. We intend to engage in a private placement of our securities as soon as practicable in order to provide working capital and funds available to repay this indebtedness. As of the date of this Form 8-K, our total indebtedness is $630,500. In addition, our total accounts and other payables, including our lawyers are $683,960. There can be no assurances that we will be successful in raising additional funds and that our business will begin to generate any cash flow.

New Accounting Pronouncements

In December 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 123R, “Share-Based Payment, an Amendment of FASB Statement No. 123.”  SFAS No. 123R requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees. SFAS No. 123R is effective for our first fiscal year beginning after December 15, 2005. The adoption of SFAS No. 123 will require additional accounting related to the income tax effects and additional disclosures

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regarding the cash flow effects resulting from share-based payment arrangements. We are in the process of evaluating the impact of this pronouncement on its financial statements.

In April 2005, the Securities and Exchange Commission’s Office of the Chief Accountant and its Division of Corporation Finance released Staff Accounting Bulletin (SAB) No. 107 to provide guidance regarding the application of SFAS No. 123R. SAB No. 107 provides interpretative guidance related to the interaction between Statement No. 123R and certain SEC rules and regulations, as well as the staff’s views regarding the valuation of share-based payment arrangements for public companies.

In May 2005, the FASB issued SFAS No. 154, “Accounting Changes and Error Corrections, a replacement of APB Opinion No. 20 and SFAS No. 3.” This Statement replaces APB Opinion No. 20, “Accounting Changes,” and FASB Statement No. 3, “Reporting Accounting Changes in Interim Financial Statements,” and changes the requirements for the accounting for and reporting of a change in accounting principle. This Statement applies to all voluntary changes in accounting principle. It also applies to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. When a pronouncement includes specific transition provisions, those provisions should be followed.

APB Opinion No. 20 previously required that most voluntary changes in accounting principle be recognized by including in net income of the period of the change the cumulative effect of changing to the new accounting principle. This Statement requires retrospective application to prior periods’ financial statements of changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. When it is impracticable to determine the period-specific effects of an accounting change on one or more individual prior periods presented, this Statement requires that the new accounting principle be applied to the balances of assets and liabilities as of the beginning of the earliest period for which retrospective application is practicable and that a corresponding adjustment be made to the opening balance of retained earnings (or other appropriate components of equity or net a ssets in the statement of financial position) for that period rather than being reported in an income statement. When it is impracticable to determine the cumulative effect of applying a change in accounting principle to all prior periods, this Statement requires that the new accounting principle be applied as if it were adopted prospectively from the earliest date practicable. This Statement shall be effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. We do not believe that the adoption of SFAS No. 154 will have a significant effect on its financial statements.

On June 29, 2005, the FASB ratified EITF Issue No. 05-2, “The Meaning of ‘Conventional Convertible Debt Instrument’ in EITF Issue No. 00-19, ‘Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock.’”  EITF Issue No. 05-2 provides guidance on determining whether a convertible debt instrument is “conventional” for the purpose of determining when an issuer is required to bifurcate a conversion option that is embedded in convertible debt in accordance with SFAS No. 133. Issue No. 05-2 is effective for new instruments entered into and instruments modified in reporting periods beginning after June 29, 2005. The adoption of this pronouncement did not have a material effect on our financial statements.

In September 2005, the FASB ratified EITF Issue No. 05-7, “Accounting for Modifications to Conversion Options Embedded in Debt Instruments and Related Issues,” which addresses whether a modification to a conversion option that changes its fair value affects the recognition of interest expense for the associated debt instrument after the modification and whether a borrower should recognize a beneficial conversion feature, not a debt extinguishment if a debt modification increases the intrinsic value of the debt (for example, the modification reduces the conversion price of the debt). This issue is effective for future modifications of debt instruments beginning in the first interim or annual reporting period beginning after December 15, 2005. We are currently in the process of evaluating the effect that the adoption of this pronouncement may have on its financial statements.

In September 2005, the FASB ratified EITF Issue No. 05-8, “Income Tax Consequences of Issuing Convertible Debt with a Beneficial Conversion Feature,” which discusses whether the issuance of convertible debt with a beneficial conversion feature results in a basis difference arising from the intrinsic value of the beneficial conversion feature on the commitment date (which is recorded in the shareholder’s equity for book purposes, but as a liability for income tax purposes), and, if so, whether that basis difference is a temporary difference under SFAS No. 109, “Accounting for Income Taxes.” This Issue should be applied by retrospective application pursuant to SFAS No. 154 to all instruments with a beneficial conversion feature accounted for under Issue 00-27 included in financial statements for reporting periods beginning after December 15, 2005. We are currently in the process of evaluating the effect that th e adoption of this pronouncement may have on its financial statements.

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Forward-Looking Statements

The statements in this Form 8-K relating to our ability to generate revenue, raise funds and the outcome of the pending litigation are forward-looking statements.

The results anticipated by any or all of these forward-looking statements might not occur. Important factors, uncertainties and risks that may cause actual results to differ materially from these forward-looking statements are contained in the Risk Factors which follow. We undertake no obligation to publicly update or revise any forward-looking statements, whether as the result of new information, future events or otherwise. For more information regarding some of the ongoing risks and uncertainties of our business, see the Risk Factors and our other filings with the Securities and Exchange Commission.

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RISK FACTORS

An investment in our common stock involves a high degree of risk. You should carefully consider the following factors and other information contained in these materials before you decide whether to invest. Prior to making an investment, prospective investors should carefully consider the following risk factors inherent in and affecting an investment in this offering. The risks described below are not meant to be exhaustive and are merely included in order to alert investors to the high degree of risk involved. Investors should discuss this matter with their financial or other advisor before purchasing the notes.

If any of the following risks actually occur, you may lose all or part of the money you paid to buy our common stock. There is no market for the Company’s shares of common stock and there is no guarantee that one will exist in the future. Thus, you should consider an investment herein only if you can afford to lose your entire investment.

Even if we raise substantial capital, we may not have sufficient capital to maintain our operations.

We have limited working capital and our liabilities substantially exceed our assets. We need to raise at least $1,000,000 to remain operational.

Since we are a start-up business, it is difficult to accurately predict our capital requirements. We have not finalized our business plan, and if our assumptions as to revenue or cost of sales are not accurate, we may require additional capital which may not be available to us on acceptable terms if at all.

Because we are a newly organized company, we may not be successful in operating our business.

Since we are a start-up business, predicting future operating results is difficult. In addition, our prospects must be considered in light of the risks and uncertainties we may encounter including our ability to:

·

Acquire and retain customers;

·

Build awareness and acceptance of our brand name and services in the community;

·

Access additional capital if required; and

·

Attract and retain key personnel.

For these reasons, our business strategy may not be successful.

Because we anticipate losses for the foreseeable future, investors should not purchase our common stock if they expect profitability during this period of time.

As a start-up business, we have incurred substantial losses since our inception. We have just commenced commercialization of our only product and need additional financing to order products under our new brand name, “Jump-It.” While we are trying to sell our existing inventory overseas, we are primarily relying upon third parties and even if we are able to sell all of our remaining inventory, we will not be profitable. Investors should not buy our common stock if they expect us to be profitable in the foreseeable future.

Because the products we are distributing were recently developed and have very limited sales history, we do not know whether they will be accepted by the marketplace.

Because our line of products has not been marketed except on a very limited basis, we cannot predict the extent of the market acceptance. It is difficult to accurately predict demand and market acceptance for our products. The process of developing a new product is complex and uncertain, and failure to anticipate customers’ changing needs could significantly harm our results of operations. We must make long-term investments and commit significant resources before knowing whether our predictions will eventually result in widespread acceptance by the marketplace. If the market for our products does not develop as quickly as we expect, or becomes more competitive, our future financial results will be adversely affected.

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If we are unable to create consumer demand for our products, our future financial condition will be adversely affected and we may not remain operational.

The introduction of a new product in a competitive market is inherently risky and can impose strains upon a well capitalized company with substantial marketing personnel. For a company like us with one employee and no working capital, the task is that much harder. If we are unable to join with one or more effective distributors who are able to introduce our products to important retail channels and if either we or the distributors can not support our products with effective marketing, we may sustain significant losses and may not be able to remain operational.

Because we are dependent on revenue generated by one product line, we may be subject to many associated risks.

Our revenue will be based solely upon sales of our battery charging products. We do not currently plan to sell any other products which could serve to mitigate the risk of relying on a limited number of products. If our products do not meet sales expectations or if we experience delays in production, our results of operations will be materially harmed.

If we experience high return rates of our products due to defects or manufacturing problems, it will threaten the viability of our only product, create large losses and impair our ability to remain operational.

We are presently in the process of delivering our initial products for sale to the Russian market. We have not test marketed our products and have no experience in anticipating how well they will work once sold to consumers. If product defects develop and cause us to credit our customer for the products returned, we will sustain serious consequences including threatening our ability to continue selling it, create large losses, adversely impact our operating cash flow and our liquidity and impair our ability to raise the capital we need and remain operational.

We are relying on third parties to manufacture our products and are subject to a number of risks that can affect our ability to deliver the units.

We are purchasing our products directly from a manufacturer in China. Because we lack the ability to directly control manufacturing, we are subject to a number of risks including delays in delivery and future price increases. In addition, if the manufacturer encounters any financial or other difficulties in the future, we will be materially and adversely harmed.

Since our products are manufactured in China and we are planning to sell it in part overseas, we are subject to certain risks associated with foreign operations.

We are having our products manufactured for us in China. Additionally, we intend to distribute these products worldwide, except in Asia. As a result, a significant portion of our sales may be affected by the risks inherent in international operations, including political unrest, war or other hostilities, local laws and regulations, currency fluctuations, taxation, withholding requirements, the imposition of tariffs, and exchange controls or other restrictions. If we do not effectively manage these risks associated with our foreign activities, our business may suffer and we may be materially and adversely affected.

Since our products are manufactured in China, we face risks if China loses normal trade relations status with the United States.

Our products are being manufactured in China. On September 19, 2000, the United States Senate voted to permanently normalize trade with China, which provides a favorable category of United States import duties. In addition, on December 11, 2001 China was accepted into the World Trade Organization, a global international organization of 144 countries that regulates international trade. As a result of opposition to certain policies of the Chinese government, China’s growing trade surpluses with the United States, and the impact upon manufacturing jobs in the United States, there has been, and in the future may be, opposition to the extension of normal trade relations, or NTR, status for China. Additionally, political considerations, particularly with North Korea, could cause us to change our trade relationship with China. The loss of NTR status for China, changes in current tariff structures or adoption in the Unites States of oth er trade policies adverse to China could have an adverse effect on our business.

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If competing technologies that outperform our products were developed and successfully introduced, then our product might not be able to compete effectively.

Rapid and ongoing changes in technology and product standards could quickly render our products less competitive, or even obsolete. Our products take about 10 minutes to start a car or truck. Thus, with changing technology, a competitor may introduce a competitive product that is able to start a car with a “dead” battery in less time which would give it a competitive edge. In such event, we may not be able to compete effectively.

Our principal competitors have greater financial and marketing resources than we do and they may therefore develop products similar or superior to ours or otherwise compete more successfully than we do.

We compete with companies which sell jumper cables and similar products and, to a lesser extent, with AAA and automobile manufacturers that provide road service during the warranty period. Our competitors have financial, technical, marketing, sales, manufacturing, distribution and other resources substantially greater than ours. In addition, these competitors could also develop a competing battery to jumpstart automobiles. There is also a risk that we may not be able to compete successfully against manufacturers of other types of batteries in any of our targeted applications.

We may not be able to effectively manage our growth.

Our strategy involves growing our business. Companies which experience rapid growth sometimes fail because they can not effectively manage their growth. If we fail to effectively manage our growth, our financial results could be adversely affected. Growth may place a strain on our management systems and resources. We must develop, refine and expand our business development capabilities, systems and processes. As we grow, we must continue to hire, train, supervise and manage new employees. If we are unable to manage our growth, our operations and our financial results could be adversely affected.

If we are unable to protect our proprietary technology, our business could be harmed.

AES has represented to us that it has all of the necessary intellectual property rights to permit it to exclusively distribute the battery charging products and assign rights to us. In November 2005, AES filed a provisional patent application which provides no protection, except that if a patent application is filed within one year, its priority dates back to the date of the filing of the provisional patent application. AES has not yet filed any patent application. We are uncertain as to whether the rights we received from AES give us any competitive advantage or are enforceable if they do provide such an advantage. Intellectual property litigation is subject to the normal uncertainties of litigation. If AES files a patent application and a patent is issued, the cost to defend the AES products against patent infringement or other intellectual property litigation by others could be substantial. We cannot assure you that a patent will be is sued or we will be successful in any such litigation or have the financial resources to defend ourselves.

Intellectual property infringement claims brought against us could be time-consuming and expensive to defend, and if either of our products is found to be infringing, we may not be able to procure licenses to use patents necessary to our business at reasonable terms, if at all.

In recent years, there has been significant litigation in the United States involving patents and other intellectual property rights. While we currently are not engaged in any intellectual property litigation or proceedings, we may become involved in these proceedings in the future. In the future we may be subject to claims or inquiries regarding our alleged unauthorized use of a third party’s intellectual property. An adverse outcome in litigation could force us to do one or more of the following:

·

stop selling the product;

·

pay significant damages to third parties;

·

obtain from the owners of the infringed intellectual property right a license to sell or use the relevant technology, which license may not be available on reasonable terms, or at all; or

·

redesign those products or manufacturing processes that use the infringed technology, which may not be economically or technologically feasible.

Whether or not an intellectual property litigation claim is valid, the cost of responding to it, in terms of legal fees and expenses and the diversion of management resources, could be expensive and harm our business.

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Since we intend to retain any earnings for development of our business for the foreseeable future, you will likely not receive any dividends.

We do not intend to pay any dividends in the foreseeable future, as we intend to retain any earnings for development and expansion of our business operations. As a result, you will not receive any dividends on your investment for an indefinite period of time.

Because Portagy became public through a reverse merger, we may be unable to attract brokerage firms to recommend our common stock.

By becoming public through a reverse merger, there was no broker-dealer which acted as an underwriter for our common stock recommending it to its customers and tying the firm’s reputation to our future success. For that reason, it may be more difficult for us to attract purchasers of our common stock in the open market which may affect our future stock price and make it harder for us to raise the necessary capital we require. This difficulty is compounded because securities analysts do not normally provide research including purchase recommendations of stocks which trade on the Over-the-Counter Bulletin Board. For these reasons, our future stock price may be depressed and we may encounter difficulties in raising the working capital we require.

Since Cell Power common stock will be subject to the penny stock rules, you may experience substantial difficulty in selling your shares.

Cell Power common stock is a penny stock. The SEC has established penny stock rules, which restrict the ability of brokers to solicit the sale of certain securities of companies whose assets, revenue, and/or stock prices fall below minimal thresholds. The penny stock rules limit the ability of a broker to solicit purchasers which reduces liquidity. They also generally require a broker to deliver a standardized risk disclosure document prior to a transaction in a penny stock. The broker must also provide the customer with bid and offer quotations for the penny stock, the compensation of the broker and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. These additional requirements may hinder your ability to sell your common stock.

Because Cell Power common stock is not listed on a stock exchange or Nasdaq, investors may be unable to resell their shares.

Cell Power common stock is quoted on the NASD’s Over-the-Counter Bulletin Board which is less liquid than the New York Stock Exchange, the American Stock Exchange or The Nasdaq Stock Market. This may hinder your ability to sell your common stock. Accordingly, investors must be able to bear the financial risk of losing their entire investment

Because of the number of shares of our common stock available for sale now and those which will become available once we file a registration statement and it  becomes effective, investors may find that the shares will reduce the future market price of our common stock.

Almost all of our common stock outstanding prior to the Merger may be sold publicly, except that our former President and current director has agreed to limit his monthly sales to 50,000 shares of common stock for six months following the closing of the Merger. We have agreed to file a registration statement with the SEC to permit approximately (i) 16.3 million shares, (ii) approximately 9.4 million shares issuable upon exercise of warrants and (iii) an indeterminate number of shares issuable upon conversion of notes to be publicly sold. The large supply may depress the public market price of our shares, particularly once we file the registration statement.

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RELATED PARTY TRANSACTIONS

In April through June 2006, Portagy borrowed money from one of its directors and its founders, as well as certain third parties. Details concerning the notes issued to the founders and the director are provided below:

Dates	Amount	Person	Terms
April 7, 2006	$50,000	James Davidson, a director of Portagy and now one of our directors	Exchanged for Cell Power 6% convertible note in connection with the Merger and convertible at one-half of the last sale price of our common stock as of the time of conversion. Due April 7, 2007.
April 7, 2006	$50,000	Founders	Exchanged for Cell Power 6% convertible note in connection with the Merger and convertible at one-half of the last sale price of our common stock as of the time of conversion. Due April 7, 2007.
April 13, 2006	$50,000	Founders	Exchanged for Cell Power 6% convertible note in connection with the Merger and convertible at one-half of the last sale price of our common stock as of the time of conversion. Due April 13, 2007.
April 18, 2006	$50,000	Founders	Exchanged for Cell Power 6% convertible note in connection with the Merger and convertible at one-half of the last sale price of our common stock as of the time of conversion. Due April 18, 2007.
May 8, 2006	$75,000	Investor	Exchanged for Cell Power 6% convertible note in connection with the Merger and convertible at one-half of the last sale price of our common stock as of the time of conversion. Due May 8, 2007.
Late June 2006	$13,000	James Davidson	Terms under discussion.
Late June 2006	$26,000	Two Founders	$13,000 lent by each of two founders. Terms under discussion.

The above May 8, 2006 loan repaid Mr. James Davidson and two of our founders for $25,000 loans they made earlier in May 2006. As additional consideration for these $25,000 loans, each of Mr. Davidson and the two founders received 180,000 shares of Portagy common stock which converted into 440,100 shares of our common stock that each received in connection with the Merger.

Effective July 1, 2005, Portagy entered into a two-year employment agreement with Mr. Todd S. Ruhalter employing him as its President in exchange for his salary of $125,000 per year together with certain bonuses based upon future performance. Portagy issued to Mr. Ruhalter 100,000 of its common stock and options to purchase 50,000 of its common stock at $0.75 per share vested prior to Mr. Ruhalter’s resignation in March 24, 2006. The remaining 100,000 options exercisable at a higher price expired upon his resignation. In November 2005, Portagy and Mr. Ruhalter amended his employment agreement retroactive to July 1, 2005, increasing his salary to $250,000 per year and replacing his prior grant of options to 300,000 options, including 100,000 exercisable at $0.75 per share which were vested upon his resignation. Additionally, in addition to the 100,000 shares of common stock of Portagy, Mr. Ruhal ter received initially, Portagy issued him an additional 108,333 shares.

Effective July 15, 2005, Portagy entered into an employment agreement with Mr. Sean G. Mann employing him as its Vice President at an annual salary of $62,500 together with potential bonus compensation. Additionally, Portagy issued Mr. Mann 50,000 shares of common stock and 112,500 options. Portagy and Mr. Mann amended his agreement effective November 1, 2005, which amendment increased his annual compensation to $125,000 per year

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and granted him 300,000 options, including 100,000 exercisable at $0.75 per share which were vested as of the date of Mr. Mann’s resignation in about March 2006. Additionally, Portagy issued Mr. Mann 50,000 additional shares in November 2005 and Portagy agreed to issue Mr. Mann an additional 91,667 shares of its common stock in November 2005.

In May 2006, Portagy’s board of directors cancelled the common stock and options issued to Messrs. Ruhalter and Mann as a result of a lack of consideration and misrepresentation concerning the criminal record of Ruhalter.

In February 2006, Mr. James Davidson purchased 600,000 shares of Portagy Series A Preferred Stock for $40,000.

In March 2006, we effected a one-for-six reverse stock split effective as of the close of business on March 27, 2006. Because investors who had provided us with significant financing in 2004 had seen our common stock price decline rapidly since that 2004 financing, we elected to offer each of these investors who had not sold their shares and warrants the option to exchange their shares of common stock for a convertible note and cancellation of their warrants. As of June 30, 2006, the convertible notes converted back into common stock. A number of investors elected to take advantage of this exchange offer which resulted in our issuing $1,680,000 of convertible notes which converted as of June 30, 2006 into 2,240,000 shares of common stock. Mr. James Davidson, one of our directors who joined our board of directors in conjunction with the closing of the Merger, had been one of the 2004 investors and elected to take advant age of the exchange offer. Mr. Davidson received 160,000 shares of common stock when his note automatically converted.

Mr. Jacob Herskovits was our President, Treasurer and Secretary until the closing of the Merger and remains as one of our directors. As a condition of the Merger Agreement, Mr. Herskovits cancelled for no consideration 1,500,000 shares of our common stock.

On July 28, 2006 one of Portagy’s founders and one of its attorneys purchased a total of 750,000 shares of Portagy common stock for $7,500.

Legal Proceedings

In September 2005, we filed a complaint in the Superior Court of the State of California in Los Angeles County against E&S, which has the worldwide rights to distribute Cellboost.  As described in more detail in the Form 10-KSB we filed with the SEC for the year ended October 31, 2005, we acquired the rights of a third party which related to royalties by E&S and also granted the third party the right to serve as exclusive sub-distributor in Latin America. The complaint alleges that E&S purported to grant a third party the exclusive right to distribute Cellboost units in Latin America without our consent and that it falsified sales reports to reduce the reported number of units sold and the royalties owed to us.

In February 2006, the defendant’s motion to dismiss the complaint was granted in part, and we were granted leave to amend our original complaint.

We cannot assure you we will prevail in any of the claims set forth in the complaint. A determination of the claims, or any material part of them, that is adverse to us would have a material adverse effect on our business, operating results and financial condition.

Property

As stated above under “Employees,” prior to the Merger Superior provided an office to us and administrative and secretarial services. Since the closing of the Merger, we have been using the home office of our Chief Executive Officer, Mr. Charles Wiesel, as our office. Portagy’s prior management entered into an office lease in Woodland Hills, California, which lease was dated as of November 30, 2005. The lease was for a two-year period and the total rent for the 18,009 square feet over the two-year period was approximately $97,000. By a Surrender Agreement dated as of May 18, 2006, Portagy, acting through its new Chief Executive Officer, terminated the lease and agreed to pay a termination fee of $7,000 in addition to permitting the landlord to retain the security deposit of approximately $12,300.Of this $7,000, we have paid $3,000; the balance is due on August 1, 2006.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the number of shares of Cell Power’s voting stock beneficially owned as of August 11, 2006, immediately following the Merger, by (i) those persons known by Cell Power to be owners of more than 5% of Cell Power’s common stock, (ii) each director of Cell Power, (iii) our Chief Executive Officer, who is also Cell Power’s Treasurer and Secretary and (iv) all executive officers and directors of Cell Power as a group:

		Beneficial Ownership
Title of Class	Name and Address of Beneficial Owner(1)	Shares	Percentage
Common Stock	Charles Wiesel(2)(3)	489,000	*2.1	%
Common Stock	James Davidson(4)(5)	4,675,098	20.1	%
Common Stock	Michael J. O’Donnell(6)	0	0	%
Common Stock	Jacob Herskovits(7)(8)	1,041,666	4.5	%
Common Stock	Barry Honig(9)(10)	1,717,885	7.4	%
Common Stock	Whalehaven Capital Fund Ltd. (11) (12)	1,833,750	7.9	%
Common Stock	Michael and Beth Harris. (13) (14)	1,353,000	5.8	%
Common Stock	Officers and Directors as a Group (4 persons)	6,205,764	21.0	%

———————

(1)

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all securities beneficially owned by them. Beneficial ownership exists when a person has either the power to vote or sell our common stock. A person is deemed to be the beneficial owner of securities that can be acquired by such person within 60 days whether upon the exercise of options or otherwise.

(2)

An executive officer. Address is 9412 Oakmore Road, Los Angeles, CA 90035.

(3)

Includes 489,000 shares of common stock held by Bavli Group International, Inc. of which Mr. Wiesel is the principal shareholder. Does not include 4,401,000 shares of common stock issuable upon exercise of warrants held by Bavli Group International, Inc. which are not exercisable within 60 days from the date of this Report.

(4)

A director. Address is 6319 Olmi Landrith Drive, Alexandria, VA 22307.

(5)

Does not include 203,746 shares of common stock issuable upon exercise of warrants nor shares of common stock issuable upon conversion of a $50,000 promissory note convertible into common stock of Cell Power at 50% of the closing price of Cell Power common stock on the day prior to conversion, both of which are not exercisable within 60 days from the date of this Report.

(6)

Address is P.O. Box 3273, Orlando, FL 32802. Mr. O’Donnell will become a director following our compliance with SEC Rule 14f-1.

(7)

Address is c/o Cell Power Technologies, Inc., 9412 Oakmore Road, Los Angeles, CA 90035.

(8)

Includes 41,667 shares of common stock issuable upon exercise of options. Does not include 41,667 shares of common stock issuable upon exercise of options which are not exercisable within 60 days from the date of this Report.

(9)

Address is 595 S. Federal Highway, Suite 600, Boca Raton, FL 33432.

(10)

Held by GRQ Consultants, Inc., a corporation controlled by Mr. Honig. Does not include 701,515 shares of common stock issuable upon exercise of warrants nor shares of common stock issuable upon conversion of a convertible note each owned by GRQ Consultants, Inc, both of which are not exercisable within 60 days from the date of this Report.

(11)

Address is 3^rd Floor, 14 Par-La-Ville Road P.O. Box HM1027, Hamilton HMDX Bermuda.

(12)

Does not include 1,833,750 shares of common stock issuable upon exercise of warrants which are not exercisable within 60 days from the date of this Report.

(13)

Address is c/o Harris Cramer LLP, 1555 Palm Beach Lakes Blvd., #310, West Palm Beach, FL 33401.

(14)

Does not include 366,750 shares of common stock issuable upon exercise of warrants nor shares of common stock issuable upon conversion of a convertible note, both of which are not exercisable within 60 days from the date of this Report..

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DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Listed below are two directors and the nominee to the board of directors whose appointment will be effective once we send our shareholders information which complies with SEC Rule 14f-1. In addition, we list below our executive officers. All directors serve one-year terms until each of their successors are duly qualified and elected. The officers are elected by the board of directors.

Name	Age	Position(s)
Charles Wiesel	42	Chief Executive Officer of Cell Power and Portagy
James Davidson	59	Director of Cell Power and Portagy
Jacob Herskovits	56	Director of Cell Power
Michael J. O’Donnell	55	Nominee to be a director of Cell Power and currently a director of Portagy

Charles Wiesel became Chief Executive Officer of Portagy on April 5, 2006 and became our Chief Executive Officer in connection with the closing of the Merger. Mr. Wiesel has been President of Bavli since January 2005. From November 2003 through July 2005, Mr. Wiesel was the Vice President of Business Development for Flyfone, Inc. From July 2002 through June 2003, he was VP of Business Development for Safecom Technology, Inc. From February 2001 through June 2002 he was the Vice President of Business Development for Immunotech Advanced Technologies Ltd.

James D. Davidson became a director of Cell Power at the time of the closing of Merger. Mr. Davidson has served as a director of Portagy since January 2006. Mr. Davidson is a private investor. Within the past five years, Mr. Davidson has served on the board of directors of the following public companies: BevSystems International, Inc., GeneMax Corp., MIV Therapeutics, Inc. and Power Channel, Inc. On  March  31,  2004,  an  involuntary  petition  under  Chapter  7 of the  U.S. Bankruptcy Code was filed against BevSystems  International,  Inc. in the United States  Bankruptcy  Court  for  the  Middle  District  of  Florida. On May 6, 2004, the United States Bankruptcy Court for the Middle District of Florida granted a motion by BevSystems International, Inc. to convert the Chapter 7 bankruptcy proceeding filed against the Com pany on March 31, 2004 to a Chapter 11 bankruptcy proceeding.

Jacob Herskovits was our Chief Executive Officer and President from November 2003 through the closing of the Merger. He also was a director of Cell Power during the same time frame and remains as a director. For more than the past five years, he has been a principal in the Brooklyn, New York based accounting firm of Isaac Sternheim & Co.

Michael J. O’Donnell was appointed a director of Portagy on April 5, 2006. At such time as we send our shareholders information which complies with SEC Rule 14f-1, Mr. O’Donnell shall join our board of directors. Michael J. O’Donnell has been the managing member and Chief Executive Officer of ALS, LLC and its affiliates, Advantage Services Group and Advantage Leasing & Staffing (“ALS”) since 1998. Based in the Orlando, Florida area, ALS has 12 offices in California, 11 in Florida and one in Texas and is a leading staffing company that employs approximately 10,000 people. ALS provides long-term and short-term flexible staffing, as well as performance-based insourcing and outsourcing solutions to a variety of companies including a leading overnight delivery service.

Committees of the Board of Directors

The board of directors has not established any committees inasmuch as the Merger has just occurred. Previously, our board of directors only had one member. No determination has been made by the board of directors as to whether either member or the nominee qualify as an SEC Audit Committee Financial Expert, although previously Mr. Herskovits concluded that he did not qualify.

Code of Ethics

We have adopted a Code of Ethics and Business Conduct for Officers, Directors and Employees that applies to all of our officers, directors and employees. A copy of such Code was filed as an exhibit to our Form 10-KSB for the period from September 22, 2003 (inception) to October 31, 2003. The board of directors intends to examine that Code of Ethics as soon as practicable and determine whether or not to retain it, modify it or replace it.

21

Involvement in Certain Legal Proceedings

We are not aware of any of our directors or executive officers who have, during the past five years:

·

had any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time,

·

been convicted in a criminal proceeding or subject to a pending criminal proceeding,

·

been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities, futures, commodities, or banking activities and

·

been found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission, or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, with any resulting judgment not being reversed, suspended, or vacated.

Section 16(a) Reporting Compliance

Based upon our review of copies of all reports filed by executive officers pursuant to Section 16(a) of the Securities Exchange Act of 1934, we believe that there was full compliance during the year ended October 31, 2005.

Meetings of the Board of Directors

Our board of directors did not hold any meetings during the last full fiscal year.

22

EXECUTIVE/DIRECTOR COMPENSATION

The following table contains certain information regarding our Chief Executive Officer and Portagy’s Chief Executive Officer for the periods presented. No executive officer earned more than $100,000 per year in any fiscal year. Portagy was organized in February 2005 and has a December 31^st fiscal year; our fiscal year is October 31^st.

Summary Compensation Table

					Long Term Compensation
		Annual Compensation			Awards		Payouts
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)
Name and Principal Position	Year	Salary ($)	Bonus ($)	Other Annual Compen- sation ($)	Restricted Stock Award(s) ($)	Securities Under- lying Options/ SARs (#)	LTIP Payouts ($)	(i) All Other Compen- sation ($)
Jacob Herskovits Chief Executive Officer of Cell Power	2005 2004 2003	$20,000 $120,000(1) —	— — —	— — —	— — —	— — —	— — —	— — —
Todd Ruhalter Former President of Portagy	2005 2004 2003	$83,333 — —	— — —	— — —	208,333(1) — —	300,000(2) — —	— — —	— — —

———————

(1)

Represents shares of Portagy common stock, which shares were cancelled by resolution of the board of directors in May 2006.

(2)

Represents Portagy options of which 100,000 were vested as of the time of Mr. Ruhalter’s resignation and the balance expired. The 100,000 vested options were cancelled by resolution of the board of directors in May 2006.

Option/SAR Grants During 2005

We did not grant any stock options to Mr. Herskovits during the year ended October 31, 2005. Information concerning the option grants to Mr. Ruhalter by Portagy during the year ended December 31, 2005 is contained in the Summary Compensation Table above.

Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values

(a)	(b)	(c)	(d)	(e)
Name	Shares Acquired on Exercise (#)	Value Realized ($)	Number of Securities Underlying Unexercised Options/SARs at FY-End (#) Exercisable/ Unexercisable	Value of Unexercised In-the Money Options/SARs at FY-End ($) Exercisable/ Unexercisable
Jacob Herskovits	0	0	125,000/375,000(1)	$0/0
Todd Ruhalter	0	0	100,000/300,000(2)	Not applicable because of the absence of a trading market.

———————

(1)

Based upon the difference between the exercise price of such options and the closing price of the common stock ($0.07) on October 31, 2005, as reported by the Over-the-Counter Bulletin Board, no options held by Jacob Herskovits were in-the-money.

(2)

Represents options to purchase Portagy common stock.

23

Executive Employment Agreements

Effective April 1, 2006, Portagy entered into a two-year employment agreement with Mr. Charles Wiesel employing him on a full-time basis, although it specifically permitted him to work as an executive for Bavli. Mr. Wiesel receives an annual salary from Portagy of $150,000 per year and is reimbursed for expenses incurred in connection with using his home as Portagy’s office up to $500 per month.

Mr. Jacob Herskovits was employed by us under a three-year employment agreement effective November 1, 2003. In December 2004, we amended the agreement so that beginning in 2005 he was not entitled to a salary. His employment terminated upon the closing of the Merger. Mr. Herskovits received 375,000 options to purchase our common stock of which 125,000 vested and the balance expired upon termination of his agreement.

Compensation of Directors

At the present time we do not pay our directors for attending meetings of the board of directors. We have no standard arrangement pursuant to which our directors are compensated for any services provided as a director, except to implement an equity compensation plan.

Item 3.02

Unregistered Sales of Equity Securities

The table below sets forth all of the unregistered sales of securities by Portagy.

Date	Securities Issued	Consideration Received
May 2, 2005	2,250,000 shares of Series A Preferred Stock	$30,000
June 7, 2005	300,000 shares of common stock and 300,000 warrants exercisable at $0.10 per share	$3,000
June 15, 2005	2,250,000 warrants, exercisable at $0.10 per share	Part of $30,000 referred to above
July 8, 2005	750,000 shares of common stock and 750,000 warrants, exercise price of $0.10 per share	$350,000
July 20, 2005	5,000,000 shares of common stock(1)	Part of the consideration paid by Portagy for an amendment to the Zibo Purchase Agreement.
August 18, 2005	100,000 shares of common stock(2) and 150,000 options (2) · 50,000 exercisable at $0.75 per share, vesting January 1, 2006 · 50,000 exercisable at $1.00 per share, vesting July 1, 2006 and · 50,000 exercisable at $1.25 per share, vesting January 1, 2007.	Part of consideration paid by Portagy as part of an employment agreement

24

August 18, 2005	50,000 shares of common stock(3) and 112,500 options (3) · 37,500 exercisable at $0.75 per share, vesting January 15, 2006 · 37,500 exercisable at $1.00 per share, vesting July 15, 2006 and · 37,500 exercisable at $1.25 per share, vesting January 15, 2007.	Part of consideration paid by Portagy as part of an employment agreement
December 15, 2005	200,000 shares of common stock and 400,000 warrants exercisable at $.75 per share	Part of the consideration paid by Portagy under the Bavli Agreement
December 16, 2005 through January 3, 2006	749,997 shares of common stock and 379,160 warrants,  exercise price of $0.75 per share	$225,000
February 10, 2006	500,000 shares of common stock and 8% $17,500 demand promissory notes	$17,500
February 10, 2006	600,000 shares of Series A Preferred Stock	$40,000
February 24, 2006	141,667 shares of common stock(4) and 187,500 options (4) · 62,500 exercisable at $0.75 per share, vesting January 15, 2006 · 62,500 exercisable at $1.00 per share, vesting July 15, 2006 and · 62,500 exercisable at $1.25 per share, vesting January 15, 2007.	Consideration paid for amendment of an employment agreement
March 3, 2006	750,000 shares of common stock and 8% $104,000 demand promissory notes	$104,000
March 14, 2006	500,000 shares of common stock	Cancellation of $17,500 in legal fees owed by Portagy
March 14, 2006	108,333 shares of common stock(5) and 150,000 options (5) · 50,000 exercisable at $0.75 per share, vesting Jan 1, 2006, · 50,000 exercisable at $1.00 per share, vesting July 1, 2006 and · 50,000 exercisable at $1.25 per share, vesting January 1, 2007.	Consideration paid for amendment of an employment agreement

25

April 7, 2006 through April 18, 2006	6% $200,000 convertible promissory notes – convertible by dividing the amount of principal and accrued interest by one-half of the last sale price of the Portagy’s common stock prior to the date of conversion.	$150,000 and the cancellation of $50,000 in fees owed by Portagy
April 15, 2006	1,400,000 warrants, exercisable at $0.75 per share	Part of the consideration paid under the Bavli Agreement and consideration paid for amendment of the Bavli Agreement
May 8, 2006	6% $75,000 convertible promissory note – convertible by dividing the amount of principal and accrued interest by one-half of the last sale price of the Portagy’s common stock prior to the date of conversion.	Cancellation $75,000 of other demand notes
May 31, 2006	$75,000 demand promissory notes and  540,000 shares of common stock	$75,000
May 31, 2006	$5,000 demand promissory note and 25,000 shares of common stock	$5,000
June 26, 2006	$39,000 demand promissory notes plus additional equity consideration as the board of directors of Portagy deems appropriate	$39,000
July 13, 2006	$70,000 promissory notes  and 51,446 warrants, exercisable at $0.34 per share	$64,000

———————

(1)

As a result of the events more fully described in the section called “Portagy’s Agreement with Zibo,” on May 31, 2006, Portagy’s board of directors cancelled its common stock issued to ZAP and Zibo.

(2)

As a result of the events more fully described in the section called “Related Party Transactions,” in May 2006, Portagy’s board of directors canceled the 100,000 shares of common stock and 50,000 of options issued to Mr. Todd Ruhalter. Of the 150,000 options, only 50,000 needed to be canceled as the other 100,000 expired upon his resignation.

(3)

As a result of the events more fully described in the section called “Related Party Transactions,” in May 2006, Portagy’s board of directors canceled the 50,000 shares of common stock and 37,500 of options issued to Mr. Sean Mann. Of the 112,500 options, only 37,500 needed to be canceled as the other 75,000 expired upon his resignation.

(4)

As a result of the events more fully described in the section called “Related Party Transactions,” in May 2006, Portagy’s board of directors canceled the 108,333 shares of common stock and 50,000 of options issued to Mr. Ruhalter. Of the 150,000 options, only 50,000 needed to be canceled as the other 100,000 expired upon his resignation.

(5)

As a result of the events more fully described in the section called “Related Party Transactions,” in May 2006, Portagy’s board of directors canceled the 141,667 shares of common stock and 62,500 of options issued to Mr. Mann. Of the 187,500 options, only 62,500 needed to be canceled as the other 125,000 expired upon his resignation.

Set forth below is certain information concerning sales by us of unregistered securities:

·

From September 2005 through September 2006 we issued 1,280,000 warrants, including 100,000 post reverse split to a lender in exchange for various loans. In late July 2006, we cancelled the

26

warrants, which were exercisable at $0.05 per share, and issued the lender 500,000 shares of our common stock.

·

In July 2006, we issued 750,000 shares of Cell Power common stock in exchange for payments totaling $7,500.

For securities issued in the Merger, reference is made to the disclosure set forth under Item 2.01 of this Report, which disclosure is incorporated herein by reference.

All of the above securities were issued by Portagy and us pursuant to the exemptions from registration provided by Section 4(2) of the Securities Act of 1933 and Regulation D promulgated thereunder.

27

DESCRIPTION OF SECURITIES

We are authorized to issue 100,000,000 shares of common stock, no par value, of which 23,277,673 shares are currently issued and outstanding. The holders of our common stock are entitled to one vote for each share held of record on each matter submitted to a vote of shareholders. Cumulative voting for election of directors is not permitted. Subject to the prior rights of any series of preferred stock, holders of common stock are entitled to receive ratably any dividends that may be declared by the board of directors out of legally available funds, and, in the event of our liquidation, dissolution or winding up, are entitled to share ratably in all assets remaining after payment of liabilities. We presently do not have any authority to issue preferred stock. Holders of common stock have no preemptive rights or rights to convert their common stock into any other securities. The outstanding common stock is validly issued, fully paid and nonassess able.

Anti-Takeover Effects of Florida Law

We have elected not to be subject to the “control share acquisition” provisions of Section 607.0902 of the Florida Business Corporation Act which generally provides that shares purchased in a “control share acquisition” will not possess any voting rights unless such voting rights are approved by a majority of the corporation’s disinterested shareholders. In general, a “control share acquisition” is an acquisition, directly or indirectly, by any person of ownership of, or the power to direct the exercise of voting power with respect to, more than 20% of the voting power of a publicly held Florida corporation in the election of directors.

We are subject to the “affiliated transactions” provisions of Section 607.0901 of the Florida Business Corporation Act which generally provides that any “affiliated transaction” with an “interested shareholder” must be approved by two thirds of the voting shares other than the shares beneficially owned by the interested shareholder. An “interested shareholder” is any person who is the beneficial owner of more than 10 percent of the outstanding voting shares of the corporation. An affiliated transaction includes, but is not limited to, any merger or consolidation of the company with the interested shareholder; sales, leases, pledges of assets representing more than 5 percent of the fair market value of the assets of the corporation to the interested shareholder; the issuance of any shares of the corporation representing more than 5 percent of the fair market value of all the outstanding sha res of the corporation to the interested shareholder; or the adoption of any plan for the liquidation or dissolution of the corporation proposed by or pursuant to an agreement with the interested shareholder.

Indemnification and Liability of Directors

Section 607.0850 of the Florida Business Corporation Act authorizes a corporation to provide indemnification to a director, officer, employee or agent of the corporation against expenses reasonably incurred by him in connection with a proceeding to which he or she is a party by reason of the fact that he or she was or is a director, officer, employee or agent of the corporation, if such party acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful, except that with respect to any action which results in a judgment against the person and in favor of the corporation or with respect to an action in which it is determined that the person derived an improper personal benefit, the corporation may not indemnify unless a court determines that the person is fairly and reasonably entitled to the indemnification. Section 607.0850 of the Florida Business Corporation Act further provides that indemnification shall be provided if the party in question is successful on the merits. We intend to enter into indemnification agreements with our officers and directors as soon as practicable providing indemnification to our officers and directors under Florida.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

Item 9.01

Financial Statements and Exhibits

(a)

Financial Statements of Business Acquired

In accordance with Item 9.01(a), Portagy’s audited financial statements for the fiscal year ended December 31, 2005 and Portagy’s unaudited financial statements for the three month interim periods ended and March 31, 2006 and 2005 are filed with this Report as Exhibit 99.1

28

(b)

Pro Forma Financial Information

In accordance with Item 9.01(b), our pro forma financial statements are filed with this Report as Exhibit 99.2

(d)

Exhibits

Exhibit No.	Description
2.1	Agreement and Plan of Merger, dated as of March 17, 2006 (1)(2)
2.2	First Amendment to the Merger Agreement(2)
2.3	Second Amendment to the Merger Agreement(2)
2.4	Third Amendment to the Merger Agreement(2)
2.5	Fourth Amendment to the Merger Agreement(2)
2.6	Fifth Amendment to the Merger Agreement(2)
3.1	Certificate of Incorporation(3)
3.2	Amendment to the Certificate of Incorporation(4)
3.3	Bylaws(1)
10.1	Exclusive Licensing Agreement, dated December 16, 2005, by and between Portagy Corp and Bavli Group International, Inc.
10.2	Amendment to the Exclusive Licensing Agreement
10.3	Exclusive Supply and Distribution Agreement, dated December 13, 2005, by and among Portagy Corp. and Automotive Energy Systems, LLC
10.4	Amendment to the Exclusive Supply and Distribution Agreement
10.5	Employment Agreement, dated April 1, 2006, by and among Portagy Corp. and Charles Wiesel
10.6	Services Agreement, dated April 10, 2006, by and among Portagy Corp. and Triple D Holding Company
10.7	Form of Warrant
10.8	Form of Warrant
10.9	Form of Convertible Note
10.10	Form of Registration Rights Agreement
99. 1	Portagy Corp.’s audited financial statements as of December 31, 2005 and for the period from February 25, 2005 (inception) to December 31, 2005 and unaudited financial statements for the three months ended March 31, 2006 and 2005
99.2	Unaudited pro forma condensed combined balance sheet as of March 31, 2006, statement of operations for the three months ended March 31, 2006 and statement of operations for the year ended December 31, 2005.

———————

(1)

Incorporated by reference from the issuer’s Form 10-QSB for the quarter ended April 30, 2006.

(2)

The representations and warranties in the Merger Agreement and any amendments thereto are only for the benefit of the parties to that Merger Agreement and are not representations and warranties upon which any investor may rely.

(3)

Incorporated by reference from the issuer’s Form 10-QSB for the quarter ended July 31, 2004.

(4)

Incorporated by reference from the issuer’s Form 10-KSB for the year ended October 31, 2005.

29

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on behalf of the undersigned thereunto duly authorized.

Date:   August 14, 2006

CELL POWER TECHNOLOGIES, INC.
By:	/s/ CHARLES WIESEL
	Charles Wiesel,
	Chief Executive Officer

30

INDEX TO EXHIBITS

Exhibit No.	Description
2.1	Agreement and Plan of Merger, dated as of March 17, 2006 (1)(2)
2.2	First Amendment to the Merger Agreement(2)
2.3	Second Amendment to the Merger Agreement(2)
2.4	Third Amendment to the Merger Agreement(2)
2.5	Fourth Amendment to the Merger Agreement(2)
2.6	Fifth Amendment to the Merger Agreement(2)
3.1	Certificate of Incorporation(3)
3.2	Amendment to the Certificate of Incorporation(4)
3.3	Bylaws(1)
10.1	Exclusive Licensing Agreement, dated December 16, 2005, by and between Portagy Corp and Bavli Group International, Inc.
10.2	Amendment to the Exclusive Licensing Agreement
10.3	Exclusive Supply and Distribution Agreement, dated December 13, 2005, by and among Portagy Corp. and Automotive Energy Systems, LLC
10.4	Amendment to the Exclusive Supply and Distribution Agreement
10.5	Employment Agreement, dated April 1, 2006, by and among Portagy Corp. and Charles Wiesel
10.6	Services Agreement, dated April 10, 2006, by and among Portagy Corp. and Triple D Holding Company
10.7	Form of Warrant
10.8	Form of Warrant
10.9	Form of Convertible Note
10.10	Form of Registration Rights Agreement
99. 1	Portagy Corp.’s audited financial statements as of December 31, 2005 and for the period from February 25, 2005 (inception) to December 31, 2005 and unaudited financial statements for the three months ended March 31, 2006 and 2005
99.2	Unaudited pro forma condensed combined balance sheet as of March 31, 2006, statement of operations for the three months ended March 31, 2006 and statement of operations for the year ended December 31, 2005.

———————

(1)

Incorporated by reference from the issuer’s Form 10-QSB for the quarter ended April 30, 2006.

(2)

The representations and warranties in the Merger Agreement and any amendments thereto are only for the benefit of the parties to that Merger Agreement and are not representations and warranties upon which any investor may rely.

(3)

Incorporated by reference from the issuer’s Form 10-QSB for the quarter ended July 31, 2004.

(4)

Incorporated by reference from the issuer’s Form 10-KSB for the year ended October 31, 2005.

EX-2.2

                                                                     EXHIBIT 2.2

                               AMENDMENT AGREEMENT

       THIS AMENDMENT AGREEMENT is made and entered into as of March 28, 2006,
among Cell Power Technologies, Inc., a Florida corporation (the "Parent"),
Portagy Acquisition Corp., a Florida corporation and a wholly-owned subsidiary
of the Parent (the "Acquisition Sub") and Portagy Corp., a Delaware corporation
(the "Company").

         WHEREAS, the Parties entered into a Agreement and Plan of Merger on
March 17, 2006 (the "Agreement") and wish to amend the same as follows:

         NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements herein contained, and intending to be legally bound
hereby, the Parent, the Acquisition Sub and the Company hereby agree as follows:

1. Section 8.01(i) of the Agreement is hereby deleted in its entirety and
replaced by the following:

         "(a) by either the Parent or the Company if the Effective Time shall
not have occurred on or before April 30, 2006, unless extended by agreement of
the parties hereto.

2. In all other respects, the Agreement remains in full force and effect, and
the parties reaffirm all of their respective agreements therein.

         IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date set forth above.

                                     CELLPOWER TECHNOLOGIES, INC


                                     By:
                                         --------------------------------------
                                           Jacob Herskovits, President and
                                           Chief Executive Officer


                                     PORTAGY ACQUISITION CORP.


                                     By:
                                         --------------------------------------
                                           Jacob Herskovits, President


                                     PORTAGY CORP.


                                     By:
                                         --------------------------------------
                                         Charles Wiesel, Chief Executive Officer

EX-2.3

                                                                     EXHIBIT 2.3




                                  PORTAGY CORP.
                               c/o Harris Cramer LLP
                         1555 Palm Beach Lakes Boulevard
                                    Suite 310
                            West Palm Beach, FL 33401


                                  April 6, 2006



VIA EMAIL
Cell Power Technologies, Inc.
1428 36th Street, Suite 205
Brooklyn, New York 11218
Attention:  Mr. Jacob Herskovits, President

      Re:      Cell Power / Portagy
               Second Amendment to Merger Agreement
               First Amendment to Disclosure Schedule

Dear Mr. Herskovits:

         This letter agreement amends the Agreement and Plan of Merger among
Cell Power Technologies, Inc., Portagy Acquisition Corp. and Portagy Corp.
entered into on March 17, 2006 (the "Agreement") in the following respects:

         1. Exhibit A to the Agreement shall be amended and be replaced by
Exhibit A annexed to this letter agreement.

         2. Schedules 3.03, 3.07 and 3.08 of the Disclosure Schedule annexed to
the Agreement shall be amended and be replaced by the First Amendment to
Disclosure Schedule annexed as Exhibit B to this letter agreement.

         3. Todd Ruhalter and Sean Mann have resigned as officers of Portagy
Corp. and Ruhalter has also resigned as a director of Portagy Corp. Charles
Wiesel has been elected Chief Executive Officer of Portagy Corp. and Michael
O'Donnell has been appointed to the Board of Directors.

         4. Section 1.06 of the Agreement shall be deleted in its entirety and
the following inserted in lieu thereof:

         SECTION 1.06 Directors of Parent. Michael O'Donnell, James Davidson and
         Jacob Herskovits shall be the directors of Parent until the earlier of
         their resignation or removal or until their respective successors are
         duly elected and qualified, as the case may be. Provided, however,

Cell Power Technologies, Inc.
April 6, 2006
Page 2

         Michael O'Donnell shall not become a director of the Parent until the
         Parent complies with Section 14(f) of the Securities Exchange Act of
         1934 and Rule 14f-1 thereunder.

         5. Section 2.01(c) of the Agreement shall be deleted in its entirety
and the following inserted in lieu thereof:

         (c) Conversion of Company Stock and Other Company Securities. Subject
         to Section 2.01(d), each share of Company Stock (other than shares of
         Company Stock to be canceled in accordance with Section 2.01(b) shall
         be converted into the right to receive from the Surviving Corporation
         shares of Parent Common Stock, each Company Warrant shall be converted
         into the right to receive from the Surviving Corporation that number of
         Parent Warrants, each Company Option shall be converted into the right
         to receive from the Surviving Corporation that number of Parent
         Options, all of which are reflected on Exhibit A. In addition, each
         outstanding convertible note of the Company shall automatically be
         cancelled and resissued as Parent convertible notes in the form annexed
         as Exhibit C. The Parent Common Stock, Parent Options, Parent Warrants
         and Parent convertible notes are collectively, the "Merger
         Consideration". As of the Effective Time, all shares of Company Stock,
         Company Warrants, Company Options and Company convertible notes shall
         no longer be outstanding and shall automatically be canceled and
         retired and shall cease to exist, and each holder of a certificate
         representing any such shares of Company Stock, Company Warrants or
         Company Options or of Company convertible notes shall cease to have any
         rights with respect thereto, except the right to receive the Merger
         Consideration.

Cell Power Technologies, Inc.
April 6, 2006
Page 3

         6. A new Article X shall be added to the Agreement as follows:



                                    ARTICLE X

                             Post-Closing Covenants

         SECTION 10.01 Registration Rights. Following consummation of the
         Merger, Parent shall use its best efforts to promptly file a
         registration statement with the Securities and Exchange Commission,
         covering the shares of Parent Common Stock issuable upon conversion of
         the Parent notes issued as part of the Merger Consideration and have it
         declared effective, which shall remain effective for a period of six
         months thereafter.

         7. In all respects, the Agreement, as amended, is ratified and
confirmed.

         Please execute a copy of this letter agreement and return it to us.

                                                     Sincerely yours,



                                                     Charles Wiesel,
                                                     Chief Executive Officer


We hereby agree to the foregoing:

CELL POWER TECHNOLOGIES, INC.


By:
    ------------------------------------
        Jacob Herskovits, President and
        Chief Executive Officer


PORTAGY ACQUISITION CORP.


By:
    ------------------------------------
        Jacob Herskovits, President

EX-2.4

                                                                     EXHIBIT 2.4





                                  PORTAGY CORP.
                               c/o Harris Cramer LLP
                         1555 Palm Beach Lakes Boulevard
                                    Suite 310
                            West Palm Beach, FL 33401



                                  May 18, 2006




VIA EMAIL
Cell Power Technologies, Inc.
1428 36th Street, Suite 205
Brooklyn, New York 11218
Attention:  Mr. Jacob Herskovits, President

                  Re:      Cell Power / Portagy
                           Third Amendment to Merger Agreement


Dear Mr. Herskovits:

         This letter agreement amends the Agreement and Plan of Merger among
Cell Power Technologies, Inc. ("Cell Power"), Portagy Acquisition Corp. ("PAC")
and Portagy Corp. ("Portagy") entered into on March 17, 2006 (the "Agreement"),
as amended, in the following respects:

         1. The time to consummate the closing shall be extended to June 15,,
2006.

         2. Notwithstanding anything in the Agreement, as amended, to the
contrary including but not limited to Section 2.01(c) and Exhibit A thereof,
each share of Company Stock (other than shares of Company Stock to be canceled
in accordance with Section 2.01(b)) shall be converted into the right to receive
from the Parent 1.943808758 shares of Parent Common Stock. Notwithstanding
anything in the Agreement, as amended, to the contrary including but not limited
to Section 2.01(c) and Exhibit A, each Company Warrant shall be converted into
the right to receive from the Parent that number of Parent Warrants exercisable
for 1.943808758 shares of Parent Common Stock. The exercise price of the Parent
Warrants issuable shall be adjusted proportionately. The 1.943808758 to 1
exchange ratio assumes that the shares issuable upon conversion of the
convertible notes referred to in footnote 6 of Exhibit A to the Second Amendment
dated April 6, 2006 to the Agreement are not included in the exchange ratio and
will not be subject to it. A copy of the current capitalization table is
attached as Exhibit A.

         3. In all other respects, the Agreement, as amended, is ratified and
confirmed.

Cell Power Technologies, Inc.
May 18, 2006
Page 2

         Please execute a copy of this letter agreement and return it to us.

                                                     Sincerely yours,



                                                     Charles Wiesel,
                                                     Chief Executive Officer


We hereby agree to the foregoing:

CELL POWER TECHNOLOGIES, INC.


By:
    ----------------------------------------
        Jacob Herskovits, President and
        Chief Executive Officer



PORTAGY ACQUISITION CORP.


By:
    ----------------------------------------
        Jacob Herskovits, President

EX-2.5

                                                                     EXHIBIT 2.5




                                  PORTAGY CORP.
                              c/o Harris Cramer LLP
                         1555 Palm Beach Lakes Boulevard
                                    Suite 310
                            West Palm Beach, FL 33401



                                  July 18, 2006




VIA EMAIL
Cell Power Technologies, Inc.
1428 36th Street, Suite 205
Brooklyn, New York 11218
Attention:  Mr. Jacob Herskovits, President
               and Chief Executive Officer

                  Re:      Cell Power / Portagy
                           Fourth Amendment to Merger Agreement


Dear Mr. Herskovits:

         This letter agreement amends the Agreement and Plan of Merger among
Cell Power Technologies, Inc. ("Cell Power"), Portagy Acquisition Corp. ("PAC")
and Portagy Corp. ("Portagy") entered into on March 17, 2006 (the "Agreement"),
as amended, in the following respects:

         1. The time to consummate the closing shall be extended to July 31,
2006.

         2. A copy of the current revised capitalization table is attached as
Exhibit A.

         3. In all other respects, the Agreement, as amended, is ratified and
confirmed.

         Please execute a copy of this letter agreement and return it to us.

                                                     Sincerely yours,



                                                     Charles Wiesel,
                                                     Chief Executive Officer


Cell Power Technologies, Inc.
July 18, 2006
Page 2

We hereby agree to the foregoing:

CELL POWER TECHNOLOGIES, INC.


By:
    -------------------------------------------
        Jacob Herskovits, President and
        Chief Executive Officer



PORTAGY ACQUISITION CORP.


By:
    -------------------------------------------
        Jacob Herskovits, President

EX-2.6

                                                                     EXHIBIT 2.6

                                  PORTAGY CORP.
                                9412 Oakmore Road
                              Los Angeles, CA 90035

                                 August 9, 2006

Cell Power Technologies, Inc.
1428 36th Street, Suite 205
Brooklyn, NY 11218
Attention:  Mr. Jacob Herskovits

                  Re:      Amendment to Merger Agreement

Dear Mr. Herskovits:

         This letter constitutes another amendment to the Agreement and Plan of
Merger by and among Cell Power Technologies, Inc., Portagy Acquisition Corp. and
Portagy Corp. Attached as Exhibit A is a revised capitalization table. If the
foregoing is satisfactory to you, please instruct American Stock Transfer &
Trust issue additional share certificates to equal the sums contained in the
Cell Power Common Stock column. Once our attorneys receive the appropriate
common stock certificates and you have executed a copy of this Fifth Amendment
and return it to us, the merger will be officially closed.

                                          Very truly yours,

                                          /s/ Charles Wiesel
                                          ------------------
                                          Charles Wiesel,
                                          President and Chief Executive Officer

Enclosure

Agreed and accepted:

/s/ Jacob Herskovits
- -------------------------------------------------------
Jacob Herskovits, President and Chief Executive Officer

EX-10.1

                                                                    EXHIBIT 10.1

                          EXCLUSIVE LICENSEE AGREEMENT

         This Exclusive Licensee Agreement is entered into this ____ day of
December, 2005, by and between PORTAGY CORP., a Delaware corporation
("Company"), and BAVLI GROUP INTERNATIONAL, INC., a Delaware corporation
("Bavli").

                                   WITNESSETH:

         WHEREAS, Company is in the business of selling portable energy
products;

         WHEREAS, Bavli represents that it and/or its principals have
substantial experience in the sale of consumer products internationally and
throughout designated channels in the United States and have established certain
relationships which will enable it to sell the Company's portable energy
products; and

         WHEREAS, Company desires to engage Bavli to sell its portable energy
products and Bavli desires to sell such products on behalf of Company to third
parties in certain geographic regions and in certain designated domestic
channels; and

         WHEREAS, the parties desire to set forth their understanding in writing
regarding the sale of the portable energy products and certain other agreements
related thereto, all in accordance with the provisions set forth below.

         NOW, THEREFORE, in consideration of the foregoing, and the mutual
agreements set forth herein, Company and Bavli hereby agree as follows:

         1.       SERVICES.

                  A.       Exclusive Sales Rights. Subject to the terms and
conditions of this Agreement, Company grants to Bavli, and Bavli hereby accepts,
the exclusive right to sell those certain products set forth on Exhibit "A"
hereto (the "Products") in the territory set forth on Exhibit "B" hereto (the
"Territory"). No right, title or interest is granted, whether express or
implied, by Company to Bavli relating to the right to sell any of the other
products of Company or, except as set forth in Sections 1.D and 1.E, to sell the
Products anywhere other than in the Territory.

                  B.       Exclusivity Requirements. Bavli must meet the
following minimum sales requirements during the Term of this Agreement in order
to maintain the exclusive rights to sell the Products in the Territory:

                  i.       For Start Me Up Products, the minimum sales
requirements are as follows:

                           a. Bavli must procure sales of at least 62,500 Units
(as hereinafter defined) during the first twelve month period commencing with
the initial delivery by Company to Bavli of the first Start Me Up Product (the
"Start Me Up Product Launch");



                           b. Bavli must procure sales of at least 71,875 Units
during the second twelve month period commencing with the Start Me Up Product
Launch;

                           c. Bavli must procure sales of at least 81,250 Units
during the third twelve month period commencing with the Start Me Up Product
Launch;

                           d. Bavli must procure sales of at least 90,625 Units
during the fourth twelve month period commencing with the Start Me Up Product
Launch;

                           e. Bavli must procure sales of at least 100,000 Units
during the fifth twelve month period commencing with the Start Me Up Product
Launch; and

                           f. Bavli must procure sales of at least 109,375 Units
during the sixth twelve month period commencing with the Start Me Up Product
Launch.

Each twelve month period described above is calculated independently, and there
shall be no cumulative factor in the calculations from one twelve month period
to the next during the Term of this Agreement. For purposes of this Section
1.B.i., "Units" shall mean the actual number of Start Me Up Products sold by
Bavli in the Territory, less returns.

                  ii.      For PowerPak Products, the minimum sales requirements
are as follows:

                           a. Bavli must procure Net Sales Revenue (as
hereinafter defined) of at least $1,200,000 during the first twelve month period
commencing with the initial delivery by Company to Bavli of the first
PowerPak(TM) Product (the "PowerPak Product Launch");

                           b. Bavli must procure Net Sales Revenue of at least
$1,380,000 during the second twelve month period commencing with the PowerPak
Product Launch;

                           c. Bavli must procure Net Sales Revenue of at least
$1,560,000 during the third twelve month period commencing with the PowerPak
Product Launch;

                           d. Bavli must procure Net Sales Revenue of at least
$1,740,000 during the fourth twelve month period commencing with the PowerPak
Product Launch;

                           e. Bavli must procure Net Sales Revenue of at least
$1,920,000 during the fifth twelve month period commencing with the PowerPak
Product Launch; and

                           f. Bavli must procure Net Sales Revenue of at least
$2,100,000 during the sixth twelve month period commencing with the PowerPak
Product Launch.

Each twelve month period described above is calculated independently, and there
is no cumulative factor in the calculations from one twelve month period to the


                                      -2-


next during the Term of this Agreement. For purposes of this Section 1.B.ii.,
"Net Sales Revenue" shall mean gross revenue generated from the sales in the
Territory of the PowerPak Products by Bavli, less any discounts, returns and
rebates and/or price adjustments.

                  C.       Failure to Attain Sales Targets. In the event that
Bavli fails to attain any of the minimum sales requirements set forth herein,
Company may, in its sole and absolute discretion, at any time (i) revoke the
exclusive sales rights originally granted to Bavli with respect to the Product
for which the minimum sales requirements was not met upon written notice to
Bavli, or (ii) Company may terminate this Agreement upon thirty (30) days
written notice to Bavli.

                  D.       Permitted Sales Rights in the U.S. During the Term,
Company hereby grants Bavli the nonexclusive right to market and sell the
Products to U.S. Permitted Customers in the United States only through its
account, Remco Hardware, subject to the terms hereof. "U.S. Permitted Customers"
include Home Depot, Cotter/Tru Value, Ace Hardware, Orchard Supply Hardware, and
any other hardware and home improvement stores approved by Company, in its sole
discretion. Remco will issue purchase orders to the Company, solely for the
Permitted Customers; provided, however, that Remco shall submit all purchase
orders through Bavli. During the Term, Company and Bavli shall be subject to the
payment terms set forth in Section 2 on all orders placed by U.S. Permitted
Customers. In the event Remco solicits business with any customer other than the
Permitted Customers, Company shall provide written notice to Bavli of the same.
In such event, Bavli shall immediately cause such unauthorized solicitation to
cease. If after two notices of unauthorized sales or solicitations from Company
to Bavli the unauthorized solicitation occurs, Bavli may, in the sole discretion
of Company, immediately lose its domestic sales rights pursuant to this Section.

                  E.       Marketing Outside Territory. Bavli shall not actively
market, advertise or pursue or solicit sales orders for the Products outside the
Territory. However, if Bavli should obtain a lead ("Lead") for sales outside the
Territory, which was not actively procured, Bavli may request, in writing, that
the Company ship to that Lead outside of the Territory. Company, in its sole
discretion, shall have the right to determine whether or not to accept and ship
to a Lead. During the Term, in the event an order is fulfilled or Company later
sells to the Lead, Company and Bavli shall be subject to the payment terms set
forth in Section 2. Exhibit "D" sets forth Leads referred to Company by Bavli
prior to the date of this Agreement that are approved as Leads and which shall
be subject to this Agreement upon execution by the Parties.

                  F.       First Right of Refusal. So long as Bavli is in
compliance with the minimum sales requirements set forth in Section 1.B.,Company
hereby grants Bavli a first right of refusal for the exclusive sales rights for
each new product line sold by Company in the Territory ("First Right of
Refusal"). Company shall provide Bavli with written notice of any such First
Right of Refusal prior to any solicitation or sale or distribution of any new
product in the Territory. If Bavli fails to provide written notice to Company of
its intent to exercise its First Right of Refusal within forty-five (45) days of
Bavli's receipt of Company's notice pursuant to the preceding sentence, Bavli
shall lose its First Right of Refusal with respect to such new product line
(whether sold or distributed in or outside the Territory). The additional
exclusive sales rights granted to Bavli pursuant to the exercise of First Right


                                      -3-


of Refusal shall be subject to and conditioned upon (i) Bavli only selling
through those sales agents which Bavli utilized for the sale of the Start Me Up
Products and PowerPak Products hereunder and (ii) Bavli meeting benchmarks for
minimum sales as established by Company from time to time.

         2.       COMPENSATION

                  A.       Net Profit Split. During the Term, for services
provided hereunder, Company shall pay Bavli an amount equal to fifty percent
(50%) of the "Net Profits". "Net Profits" shall be calculated by subtracting
from the gross revenue generated from the sale of a Product by Bavli in the
Territory or to a Permitted Customer or approved Lead in accordance with
Sections 1.D. or 1.E., respectively, less: (i) the Cost of the Product as
determined pursuant to Exhibit "C", (ii) any discounts, returns and rebates
and/or price adjustments, (iii) shipping and insurance costs for U.S. sales
only, and (iv) account program costs including, but not limited to, advertising,
marketing and promotional expenses incurred by Company (e.g. an allowance or
monies allocated through to a designated account for any promotional purpose).

                  B.       Payment. Company shall submit to Bavli any amount
payable to Bavli pursuant to this Section 2 within fifteen (15) days from the
end of each month (or the end of the Term if earlier) during which Company
receives payment for the Products, together with the reports described in
Section 7.A. Notwithstanding the preceding, during the first sixty (60) days of
the Product Launch, the Company shall pay Bavli its share of the Net Profits
within seven (7) business days from the Company's receipt of payment for the
Products.

                  C.       License Fee Reimbursement. No later than January 5,
2006, Company shall reimburse Bavli in the amount of $10,000 for its payment
made to Automotive Energy Systems, LLC, provided that Company has entered into
an exclusive distributorship agreement with Automotive Energy Systems, LLC by
that date.

         3.       ORDERS AND CREDIT TERMS

                  A.       Orders. Purchase orders, in the form approved by
Company, shall be submitted to Company for approval directly from Bavli. Company
shall have the option, in its sole discretion, of accepting or rejecting any
such orders. No considerationshall be payable to Bavli pursuant to section 2.A,
except on orders approved by Company and actually shipped by Company and
received, accepted and paid for by customer. Should any account of Bavli submit
a purchase order directly to Company, Company shall promptly notify Bavli of
receipt of such order(s), remit to Bavli a copy of such order, and notify the
account that future purchase orders shall be submitted to Bavli, which will then
forward it to Company.

                  B.       Credit Terms. The Company reserves the exclusive
right to grant credit and establish credit terms. International orders shall be
only on a cash in advance or irrevocable letter of credit basis, with F.O.B.
Hong Kong or the Company's factory's Asian shipping port.

                                      -4-


                  C.       Prices. The prices for which the Products shall be
sold shall be determined by Company, in its sole discretion. Notwithstanding the
preceding, the prices for which the Products shall be sold shall not be more
than the lowest price the Products are sold in territories outside of the United
States. Company shall notify Bavli within seven (7) days of any price
fluctuations.

         4.       TERM AND TERMINATION.

                  A.       Term. The term of this Agreement shall be six (6)
years commencing on the date this Agreement is executed, plus the time elapsed
between such date and the date of the later of (i) the PowerPak Product Launch
and (ii) the Start Me Up Product Launch, unless earlier terminated pursuant to
the terms of this Agreement (the "Term").

                  B.       Bankruptcy/ Insolvency. This Agreement may be
terminated by either party upon notice if the other party liquidates or
terminates its business, is adjudicated a bankrupt, makes an assignment for the
benefit of creditors, has a custodian, receiver, trustee or similar official
appointed to take possession, custody or control of the property of the other
party, invokes the provisions of any law for the relief of debtors (including,
without limitation, laws relating to reorganization, insolvency or moratorium)
or files or has filed against it any similar proceeding.

         5.       INDEPENDENT CONTRACTOR. Bavli will serve as an independent
contractor and be responsible to pay all applicable Social Security,
withholding, and other national and international taxes, licensing fees and
other governmental charges if any. Bavli will bear all expenses incurred in its
sales endeavors except for those, if any, for which the Company agrees in
writing to pay. If Bavli has any agents or employees, it shall be responsible
for all taxes and insurance or such agents or employees, including any workers'
compensation and/ or employer's liability insurance as may be usual and
customary and/or required under local law or practice.

         6.       CONFIDENTIALITY AND NONSOLICITATION

                  A.       Mutual Confidentiality Agreement.

                           (i) Each party acknowledges that, by reason of their
relationship with each other under this Agreement, they will or may have access
to confidential and proprietary information of the other's, including, without
limitation, each other's present and future products, business plans, client and
customer lists or profiles, and other information relating to the sale of the
Products, all of which are not otherwise readily available from public or
published sources (collectively, the "Confidential Information"). Both parties
agree that they will maintain in confidence all such Confidential Information
and that they will not, for any reason, directly or indirectly, use for the
benefit of themselves, or for any person, firm, corporation, limited liability
company, partnership, joint venture or any other entity whatsoever, or disclose
to any person, firm, corporation, limited liability company, partnership, joint
venture or other entity whatsoever, any of the Confidential Information of the
other party, without the prior written authorization of the other party. Each
party shall limit the dissemination of Confidential Information to only those of
either party's employees who have a need to know to perform their duties related


                                      -5-


to the obligations of their entity pursuant to this Agreement and, prior to
showing the Confidential Information or discussing the same with them, each
party shall require that they enter into an agreement for the benefit of each
other which contains substantially the same terms as this Section 6A.

                           (ii) Upon termination of this Agreement, both parties
shall return all notices, memoranda, lists, reports and all other documents and
materials, and all copies thereof, which contain or relate to the Confidential
Information of the other party, including all copies and records thereof, to the
other upon receipt of request therefore.

                  B.       Nonsolicitation Agreement.Both parties acknowledge
and agree that as a result of their relationship with each other they are, and
continue to be privy to the Confidential Information of the other party, and
that such Confidential Information is valuable and material to the businesses
and competitive position of the other party, and that the covenants herein
contained are a material consideration and inducement to both parties to enter
into this Agreement. Accordingly, both parties agree that during the term of
this Agreement and for a period of two (2) years thereafter, they will not,
without the prior written consent of the other, directly or indirectly, for
themselves or others, or as owners, consultants, joint venturers, independent
contractors, advisors, agents or otherwise: directly or indirectly, or for or
with any other person, firm, corporation, limited liability company,
partnership, joint venture or other entity whatsoever, knowingly solicit or
endeavor to entice away from the other any person employed by the other party,
or with whom the other party has a business relationship, in order to accept an
employment or establish an association withthem, or any other person, firm,
corporation, limited liability company, partnership, joint venture or entity
whatsoever, and approach any such person for any such purpose or authorize or
knowingly cooperate with the taking of any such action by any other person,
firm, corporation, limited liability company, partnership, joint venture or
entity whatsoever.

                  C.       Competing Products. Until termination of this
Agreement and for a period of twelve (12) months following such termination,
Bavli, directly or indirectly or, in association with or as a stockholder,
partner, joint venturer, member or otherwise of or through any person, firm,
corporation, partnership, association or other entity, shall not sell or
distribute any other products similar to the Products anywhere in the world
where the Company, its affiliates or its agents are engaged in the offer and
sale of the Products, provided, however, the foregoing provisions shall not
prohibit Bavli from owning up to 5% of the securities of any publicly-traded
enterprise that markets any products that could be construed as competitive with
Company's.

                  D.       Remedies for Breach of Section 6. Both parties agree
that upon breach of this Section 6, the other party to this Agreement shall be
entitled to all profits realized by that party as a result of any violation and,
in addition, as a matter of right, to injunctive relief in any court of
competent jurisdiction, all of which remedies either party shall be entitled to
pursue simultaneously and cumulatively.

                  E.       Independence of Section 6. The agreements contained
in this Section 6 are to be construed as being independent of any other


                                      -6-


agreements in this Agreement and the existence of any cause of action in favor
of either party against the other, whether predicated on this Agreement or
otherwise, shall not constitute a defense to enforcement by either party of the
provisions of this Section 6.

                  F.       Severability of Section 6. The activities,
territories, time, customers, persons and institutions to which the restrictions
herein above set forth are applicable, are separate and divisible covenants and
agreements. If any restriction is held by any court of competent jurisdiction to
be unenforceable as to any one activity, territory, time, customers, persons
and/or institutions above listed or a variation thereof, such restriction shall
nonetheless be operative as to all other activities, territories, time,
customers, persons or institutions. In the event that any court of competent
jurisdiction determines that a restriction as to any activity, territory, time,
customers, persons and/or institutions above listed, or a variation thereof, is
unenforceable, then such restriction as to a lessor activity, territory, time,
customers, persons and/or institutions as determined to be enforceable by the
court shall be enforced against Bavli or Company, as applicable.

                  G.       Broad Interpretation of Section 6. The provisions of
this Section 6 shall be construed and interpreted so as to afford the full
measure of protection to be given by each party to the other. For purposes of
this Section 6, the term Bavli shall include any of its affiliates and the term
Company shall include any of its affiliates. An "affiliate" shall mean an entity
directly or indirectly controlling, controlled by, or under common control with
Bavli or Company, as applicable.

                  H.       Survival of Section 6. This Section 6 shall survive
the termination of this Agreement and shall continue to bind Bavli and Company,
their affiliates, successors, heirs and permitted assigns.

         7.       REPORTS/INSPECTION

                  A.       Reports. Within the time period specified in Section
2.B. for Company to make payment to Bavli, Company shall deliver to Bavli a true
and accurate written report showing the actual Product sales in the Territory
and the Product sales to U.S. Permitted Customers and Leads for such time
period, together with the Net Profits generated thereform.

                  B.       Inspection. Bavli has the right to audit the records
of Company, solely limited to verifying the calculation of the net profit split
to be paid pursuant to Section 2, including B.O.M. costs, once every twelve
months, at Bavli's own cost upon 21 days prior written notice to Company.
Provided, however, if the audit reflects a greater than 5% deviation from the
B.O.M. costs represented by Company to Bavli, the audit charges will be paid by
Company.

         8.       SALES, MARKETING AND PROMOTION

                  A.       Sales Expenditures. Bavli shall pay for all costs and
expenditures involved in selling the Products within the Territory to third
parties.

                                      -7-


                  B.       Samples/Brochures. Company shall furnish Bavli with
demos and brochures and marketing materials for the Products, all of which Bavli
agrees to return to Company, and to be liable for any failure to return any
portion thereof, at the request of Company, including any video master that
Company produces that pertains to the Products.

                  C.       Website. Company's international website shall list
Bavli as the sole distributor for the Territory, and all inquiries and leads for
the Territory will be directed to Bavli.

         9.       TRADEMARKS OF COMPANY

                  A.       Licenses. Subject to the terms and conditions of this
Agreement, each party hereby grants to the other party a nonexclusive limited
license in the Territory to use the other party's name, logo and trademark, in
each instance solely for the purpose of promoting, distributing and selling the
Products in the Territory, or otherwise as permitted pursuant to Sections 1.D
and 1.E., in accordance with the terms and conditions of this Agreement. Bavli
shall submit to Company for approval proofs of any materials containing the
name, logo or other trademark of Company proposed to be used by Bavli or its
agents or contractors prior to use.

                  B.       Use of Trade Names and Logos. Each party recognizes
that the name, logo and trademark of the other party represent a valuable asset
of such entity and that substantial recognition and goodwill are associated with
such intangibles. Each party hereby agrees that, without prior written
authorization of the other party, it shall not use the name, logo or trademark
of the other party for any purpose other than the promotion and sale of the
Products in the Territory solely to the extent required to fulfill its
obligations under this Agreement.

                  C.       Injunctive Relief. Each Party acknowledges that a
violation of this Section 9 would cause irreparable harm to the other party for
which no adequate remedy at law exists, and each party therefore agrees that, in
addition to any other remedies available, and notwithstanding any other
provision in this Agreement, the aggrieved party shall be entitled to injunctive
relief to enforce the terms of this Section 9. If either party prevails in any
such action, it shall be entitled to recover all costs and expenses, including
reasonable attorney's fees and other professional fees and expenses incurred
because of any legal action arising in relation to this Section 9.

                  D.       Notification of Infringement and Enforcement. Each
party shall notify the other party of any infringement or misuse of its name,
logo or trademarks of which such party becomes aware. Each party shall be solely
responsible to prosecute any such infringement of its trademark(s).

         10.      INDEMINIFICATION/ LIMITATION OF DAMAGES.

                  A.       Each party shall indemnify, defend, and hold harmless
the other party from and against all loss, cost, liability and expense which may
be imposed upon or reasonably incurred by the other party, including reasonable
attorneys' fees and disbursements and reasonable settlement payments, in
connection with any claim, action, suit or proceeding or threat thereof, made or


                                      -8-


instituted in which the other party may be involved or be made a party by reason
of a breach of such party's representations or covenants.

                  B.       Company shall indemnify, defend, and hold harmless
Bavli from and against all loss, cost, liability and expense which may be
imposed upon or reasonably incurred by Bavli, including reasonable attorneys'
fees and disbursements and reasonable settlement payments, in connection with
any claim, action, suit or proceeding or threat thereof, made or instituted by
any third parties in which Bavli may be involved or be made a party by reason of
which Bavli may suffer as a result of any loss to the persons or property of a
third party arising directly or indirectly from use of a Product; provided,
however, that Company shall have no such obligation to indemnify or hold Bavli
harmless from any matters covered by Bavli's indemnity set forth in C. below.

                  C.       Bavli shall indemnify, defend, and hold harmless
Company from and against all loss, cost, liability and expense which may be
imposed upon or reasonably incurred by Company, including reasonable attorneys'
fees and disbursements and reasonable settlement payments, in connection with
any claim, action, suit or proceeding or threat thereof, made or instituted by
any third parties in which Company may be involved or be made a party by reason
of which Company may suffer as a result of any loss to the person or property of
a third person arising directly or indirectly from the wrongful or negligent
action or inaction of Bavli, or any other third party acting on its behalf or
under its direction with regard to the Products; provided, however, that Bavli
shall have no such obligation to indemnify or hold Company harmless from any
matters covered by Company's indemnity set forth in B above.

                  D.       WITH REGARD TO CLAIMS BETWEEN THE PARTIES, NEITHER
PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL,
PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF ANY OBLIGATION, BREACH ACT OR
OMISSION IN CONNECTION WITH THE PERFORMANCE OF THE AGREEMENT, REGARDLESS OF
WHETHER THE CLAIM IS FOR BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING
NEGLIGENCE) STRICT LIABILITY, OR OTHERWISE.

                  E.       Promptly after receipt by a person or entity
indemnified under any express provision of this Agreement (the "Indemnified
Party") of notice of the commencement of any action against the Indemnified
Party, such Indemnified Party shall give notice to the person or persons or
entity or entities obligated to indemnify the Indemnified Party pursuant to the
express provisions of this Agreement (the "Indemnifying Party"). The
Indemnifying Party shall be entitled to participate in the defense of the action
and, to the extent that it may elect, in its discretion, by written notice to
the Indemnified Party, to assume the control and defense and/or settlement of
such action and the Indemnified Party shall execute such documents or otherwise
to permit the Indemnifying Party to do so; provided, however, that (i) both the
Indemnifying Party and the Indemnified Party must consent and agree to any
settlement of any such action, except that if the Indemnifying Party has reached


                                      -9-


a bona fide settlement agreement with the plaintiff(s) in any such action and
the Indemnified Party does not consent to such settlement agreement, then the
dollar amount specified in the settlement agreement shall act as an absolute
maximum limit on the indemnification obligation of the Indemnifying Party, and
(ii) if the defendants in any such action include both the Indemnifying Party
and the Indemnified Party and if the Indemnified Party shall have reasonably
concluded that there are legal defenses available to it which are in conflict
with those available to the Indemnifying Party, then the Indemnified Party shall
have the right to select separate counsel to assert such legal defenses and
otherwise to participate in the defense of such action on its own behalf, and
the fees and disbursements of such separate counsel shall be included in the
amount which the Indemnified Party is entitled to recover under the terms and
subject to the conditions of this Agreement.

         11.      REPRESENTATIONS AND WARRANTIES.

                  A.       Each party hereby represents and warrants to the
other party that such party (i) is duly organized, validly existing and in good
standing under the laws of the state in which it is organized, (ii) has the
power and authority and the legal right to own and operate its property and
assets, and to carry on its business as it is now being conducted, and (iii) is
in compliance with all requirements of applicable law, except to the extent that
any noncompliance would not materially adversely affect such party's ability to
perform its obligations under this Agreement.

                  B.       Each party hereby represents and warrants to the
other party that such party (i) has the power and authority and the legal right
to enter into this Agreement and perform its obligations hereunder and (ii) has
taken all necessary action on its part to authorize the execution and delivery
of the Agreement and the performance of its obligations hereunder. The Agreement
has been duly executed and delivered on behalf of such party, and constitutes a
legal, valid, binding obligation enforceable against such party in accordance
with its terms.

                  C.       Each party hereby represents and warrants to the
other party that the execution and delivery of the Agreement and the performance
of such party's obligations hereunder and thereunder (i) do not conflict with or
violate any requirement of applicable laws or regulations or any material
contractual obligation of such party and (ii) do not materially conflict with,
or constitute a material default or require any consent thereunder, any material
contractual obligation of such party.

                  D.       Each party agrees to prepare and file whatever
filings, requests, or applications are required to be filed with any
governmental authority in connection with this Agreement and to cooperate with
one another as reasonably necessary to accomplish the foregoing.

                  E.       Each party covenants that it will comply with all
applicable federal, state, local and international laws and regulations related
to its development, manufacture, marketing, selling, and importing of the
Products, as applicable.

         12.      STOCK, WARRANTS AND BONUSES

                  A.       As additional consideration for the services
provided hereunder, within 7 days of the execution of this Agreement by Bavli
and Company, Company shall issue or grant, as applicable, the following:

                                      -10-


                           i. 160,000 shares of common stock of Company to Bavli
or its designee, subject to a one year restriction on its sale or transfer (and
applicable securities restrictions);

                           ii. 40,000 shares of common stock of Company to Bavli
or its designee, subject to a restriction limiting its sale or transfer to
10,000 shares per month in each of the first four months following the date the
initial registration statement filed by Company becomes effective covering any
common stock of Company (and applicable securities restrictions);

                           iii. 200,000 warrants to purchase common stock of
Company at $0.75 per share to Bavli or its assignee; and

                           iv. 200,000 warrants to purchase common stock of
Company at $0.75 per share to Steve Oscherowitz;

                  B.       Within 15 days of:

                           i. The satisfaction by Bavli of the minimum sales
requirements set forth in Section 1.B.ii., Company shall issue 200,000 shares of
common stock of Company to Bavli or its designee, subject to restrictions
limiting its sale or transfer upon the earlier of (x) one year from the date of
issuance or (y) the date a registration statement is filed by Company and
effective covering any common stock of Company (and applicable securities
restrictions).

                           ii. The sale by Company of at least 500,000 units of
START ME UP products during the first twelve month period in accordance with the
agreement between Company and START ME UP, Company shall issue 200,000 shares of
common stock of Company to Bavli or its assignee, subject to restrictions
limiting its sale or transfer upon the earlier of (x) one year from the date of
issuance or (y) the date a registration statement is filed by Company and
effective covering any common stock of Company (and applicable securities
restrictions).

In the event of a merger, reorganization or other capital event of Company, the
shares to be issued hereunder shall be adjusted or converted in the same manner
as the shares of other stockholders of the Company are adjusted or converted.

         13.      ADDITIONAL TERMS.

                  A.       No trans-shipping is allowed by any Bavli customer,
including customers of Bavli's agents and contractors, that is licensed or
utilized by Bavli for business outside of the Territory. In the event that such
trans-shipping outside of the Territory occurs, Company shall notify Bavli,
which shall then immediately cause such action to cease. Should such-Bavli
customer trans-ship outside of the Territory a second time after Company
provides Bavli notice of such action, Bavli shall immediately terminate its
dealings with that customer and Company shall have the right to reject or refuse
to fulfill purchase orders issued by such customer.

                  B.       Company will replace or issue credit for any
"initially defective" (out of the box) product to Bavli's accounts or licensees.

                                      -11-


                  C.       Bavli will be added as an "additional insured" on
any of Company's product liability policies.

                  D.       Bavli and Company hereby waive any and all claims
that such party may have against the other party arising from or caused by such
other party's actions or omissions prior to the date hereof.

         14.      MISCELLANEOUS.

                  A.       All notices, offers, acceptance and any other acts
under this Agreement (except payment) shall be in writing, and shall be
sufficiently given if delivered to the addressees in person, by Federal Express
or similar overnight next business day delivery, or by facsimile delivery
followed by overnight next business day delivery, as follows:

         If to Company, the notice should be sent to the attention of:

                                    Portagy Corp.
                                    9812 Falls Road
                                    Suite 114-198
                                    Potomac, MD 20854
                                    Attention: Mark Levin

         with a copy to:            Todd Ruhalter
                                    c/o Portagy Corp.
                                    21800 Burbank Blvd.
                                    Suite 150
                                    Woodland Hills, CA 91367

         with a copy to:            Harris Cramer LLP
                                    1555 Palm Beach Lakes Blvd.
                                    Suite 310
                                    West Palm Beach, FL 33401
                                    Attn: Daryl B. Cramer, Esq.
                                    Facsimile: 561-659-0701

         If to Bavli, the notice should be sent to the attention of:

                                    Charles Wiesel
                                    Bavli Group International, Inc.
                                    9412 Oakmore Road
                                    Los Angeles, CA 90035

                                      -12-


or to such other address as any of them, by notice to the other may designate
from time to time. The transmission confirmation receipt from the sender's
facsimile machine shall be evidence of successful facsimile delivery. Time shall
be counted from the date of transmission.

Any party may send any notice, request, demand, claim, or other communication
hereunder to the intended recipient at the address set forth above using any
other means (including personal delivery, expedited courier, messenger service,
telecopy, telex, ordinary mail, or electronic mail), but no such notice,
request, demand, claim, or other communication shall be deemed to have been duly
given unless and until it actually is received by the intended recipient. Any
party may change the address to which notices, requests, demands, claims, and
other communications hereunder are to be delivered by giving the other Party
notice in the manner herein set forth.

                  B.       This Agreement (which term includes all Attachments
hereto) constitutes the entire agreement between the parties hereto pertaining
in any manner to the subject matter hereto, and supersedes any prior oral or
written agreement or understanding between the parties with respect to such
subject matter.

                  C.       Neither this Agreement, nor any right, interest or
obligation hereunder of each party, shall be assigned or assignable by either
party without the written consent of the other. Notwithstanding the preceding,
this Agreement may be assigned by Company to an affiliated entity or transferred
by merger upon notice to Company.

                  D.       This Agreement shall be governed by and construed in
accordance with the domestic laws of the State of Delaware without giving effect
to any choice or conflict of law provision or rule (whether of the State of
Delaware or any other jurisdiction) that would cause the application of the laws
of any jurisdiction other than the State of Delaware.

                  E.       In the event of litigation regarding the subject
matter of this Agreement, the prevailing party shall be entitled to reasonable
attorney's fees and costs (at the trial and all appellate levels).

                  F.       In the case any one or more of the provisions
contained in this Agreement or any application thereof shall be invalid, illegal
or unenforceable in any respect, the validity, legality and enforceability of
the remaining provisions contained herein and any other application thereof
shall not in any way be affected or impaired thereby.

                  G.       Except as otherwise provided to the contrary herein,
this Agreement shall be binding upon, and inure to the benefit of, each party
and their respective heirs, executors, administrators, successors and permitted
assigns.

                  H.       Amendments to this Agreement shall be in writing and
signed by each party hereto.

                  I.       This Agreement may be executed in several
counterparts and all so executed shall constitute one agreement binding on all


                                      -13-


the parties hereto, notwithstanding that all the parties are not signatory to
the original counterpart. Any facsimile signature of any party hereto shall
constitute a legal, valid and binding execution hereof by such party.

                  J.       Wherever the context shall so require, all words
herein in a particular gender shall be deemed to include other genders where
applicable. In addition, singular words shall include the plural and plural
words shall include the singular where applicable.

                  K.       Titles of Sections, paragraphs and subparagraphs are
for convenience only, and neither limit nor amplify the provisions of the
Agreement itself, and all references herein to Sections, paragraphs or
subparagraphs thereof shall refer to the corresponding Sections, paragraphs or
subparagraphs of this Agreement unless specific reference is made to such
Section, paragraph or subparagraph of another document or instrument.

                  L.       All representations, warranties and provisions hereof
without limitation shall survive the termination of this Agreement, the
liquation or dissolution of each party, if any, and shall thereby continue in
full force and effect at all times thereafter.

                  M.       The waiver or inaction by either party hereto of a
breach of any condition of this Agreement by the other party shall not be
construed as a waiver of any subsequent breach by such party, nor shall it
constitute a waiver of any subsequent breach by such party, nor shall it
constitute a waiver of that party's rights, actual or inherent. The failure of
any party hereto in any instance to insist upon a strict performance of the
terms of this Agreement or to exercise any option herein shall not be construed
as a waiver or relinquishment in the future of such term or option, but that the
same shall continue in full force and effect.

                  N.       The fact that the first (or later) draft of this
Agreement was prepared by counsel for either party shall create no presumptions
and specifically shall not cause any ambiguities to be construed against the
drafting party.

                  O.       Each of the parties submits to the jurisdiction of
any state or federal court sitting in Los Angeles, in any action or proceeding
arising out of or relating to this Agreement and agrees that all claims in
respect of the action or proceeding may be heard and determined in any such
court. Each of the parties waives any defense of inconvenient forum to the
maintenance of any action or proceeding so brought and waives any bond, surety,
or other security that might be required of any other party with respect
thereto. Each party agrees that a final judgment in any action or proceeding so
brought shall be conclusive and may be enforced by suit on the judgment or in
any other manner provided by law or in equity.

                  P.       No party shall be responsible or liable for any loss,
damage, detention or delay caused by fire, strike, civil or military authority,
insurrection or riot, railroad embargoes, lock-out, tempest, accident, breakdown
of machinery, delay in delivery by other parties or by any other cause which is
unavoidable or beyond its reasonable control, or in any event for the
consequential damages.

                                      -14-


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the ___ day of December, 2005.

                                     COMPANY

                                     PORTAGY CORP.


                                     By:________________________________
                                     By: _______________________________

                                     Name: _____________________________

                                     Title: ____________________________


                                     BAVLI

                                     BAVLI GROUP INTERNATIONAL, INC.

                                     By: _______________________________

                                     Name: _____________________________

                                     Title: ____________________________

                                      -15-


                                   EXHIBIT "A"

                                    PRODUCTS

The Products shall include all current and future (i) Start Me Up products
produced by Automotive Energy Systems, LLC and (ii) PowerPak(TM) products
produced by Zibo Enterprises.

                                      -16-


                                   EXHIBIT "B"

                                    TERRITORY

The Territory shall be Germany (as per industry standard, including Austria and
Switzerland), South Africa, New Zealand, Australia, and the Middle East,
including Israel, Jordan, Cyprus, Lebanon, Kuwait, Saudi Arabia, Iraq, Iran, the
United Arab Emirates, Syria and Qatar.

                                      -17-


                                   EXHIBIT "C"

                                      COST

The Cost of the Products are as follows:

         1.       For Start Me Up products:

                  The Cost shall be the invoiced cost of the Product from
                  Automotive Energy Systems, LLC.

         2.       For PowerPak(TM) products:

                  The Cost shall be the invoiced cost of the Product from Zibo
                  Enterprises.

                                      -18-


                                   EXHIBIT "D"

                                      LEADS

The following are considered Leads provided to Company by Bavli prior to the
date hereof:

         1. Fulcrum, in Toronto, Canada, and pertaining to retailers in Canada,
most prominently with, but not necessarily limited to convenience stores and gas
stations.

         2. Shada, in Austria pertaining to Russia and eastern Europe.

         3. Intcomex, in Florida, pertaining to Latin American countries.

         4. Global Marketing, in New Jersey, pertaining to Latin American
countries.

         5. Solly Sakal, in Israel, pertaining to his airline travel sales
company based in Singapore for business with selected airlines BGI plans to
solicit with Mr. Sakal's company.

         6. Patrick Haddad, in Los Angeles, whose company services the global
retail travel trade through various chains such as Duty Free Shops
internationally.

         7. Igor Krivitski, in Russia and pertaining to Russia.

         8. Ata, pertaining to Turkey.

                                      -19-

EX-10.2

                                                                    EXHIBIT 10.2

                               FIRST AMENDMENT TO

                          EXCLUSIVE LICENSEE AGREEMENT

         THIS FIRST AMENDMENT TO EXCLUSIVE LICENSEE AGREEMENT (the "First
Amendment") is made and entered into effective as of the ___ day of May, 2006,
by and between PORTAGY CORP., a Delaware corporation (the "Company"), and BAVLI
GROUP INTERNATIONAL, INC., a Delaware corporation ("Bavli").

         WHEREAS, the Company and Bavli entered into that certain Exclusive
Licensee Agreement made and entered into as of December 16, 2005 (the
"Agreement"); and

         WHEREAS, the Company and Bavli desire to amend the Agreement as
hereinafter provided.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

         1.       RECITATIONS. The Company and Bavli acknowledge and agree that
the recitations set forth above are true and correct and are incorporated herein
by reference.

         2.       AGREEMENT BEING AMENDED. The agreement being amended by this
First Amendment is that certain Exclusive Licensee Agreement dated effective as
of December 16, 2005 entered into by and between the Company and Bavli, which is
incorporated herein by reference.

         3.       AMENDMENTS. The Agreement is hereby amended as follows:

                  (a) Exhibit A. "Exhibit A" of the Agreement shall be replaced
with Exhibit A attached hereto.

                  (b) Exhibit B. "Exhibit B" of the Agreement shall be replaced
with Exhibit B attached hereto.

                  (c) Exhibit C. "Exhibit C" of the Agreement shall be deleted
in its entirety and replaced by a new Exhibit C attached to this First
Amendment.

                  (d) Exhibit D. "Exhibit D" of the Agreement shall be deleted
in its entirety.



                  (e) Section 1. Section 1 of the Agreement shall be deleted in
its entirety and the following inserted in lieu thereof:

                           1.       EXCLUSIVE SALES RIGHTS.

                           Subject to the terms and conditions of this
                  Agreement, the Company grants to Bavli, and Bavli hereby
                  accepts, the exclusive right to sell those certain products
                  set forth on Exhibit A hereto (the "Products") in the
                  territory set forth on Exhibit B hereto (the "Territory"). No
                  right, title or interest is granted, whether express or
                  implied, by the Company to Bavli relating to the right to sell
                  any of the other products of the Company or to sell the
                  Products anywhere other than in the Territory.

                  F.       Section 2. Section 2 of the Agreement shall be
deleted in its entirety and the following inserted in lieu thereof:

                           2.       COMPENSATION

                           A. Commission. For the first two years of the Term,
                  for services provided hereunder, the Company shall pay Bavli
                  an amount equal to two percent (2%) of the Net Sales. "Net
                  Sales" means gross revenue from the sale of Products in the
                  Territory, less any discounts, returns and rebates and/or
                  price adjustments. For the last four years of the Term, the
                  Company shall pay Bavli an amount equal to two percent (2%) of
                  the Net Sales from the customers listed on Exhibit C.

                           B. Payment. The Company shall submit to Bavli any
                  amount payable to Bavli pursuant to this Section 2 within
                  fifteen (15) days from the end of each month (or the end of
                  the Term if earlier) during which the Company receives payment
                  for the Products.

                  G.       Section 3 B. The second sentence of Section 3 B of
the Agreement shall be deleted in its entirety.

               H.       Section 3 C. The second sentence of Section 3 C of the
Agreement shall be deleted in its entirety.

                  I.       Section 7. Section 7 of the Agreement shall be
deleted in its entirety and the following inserted in lieu thereof:

                           7.       Intentionally Omitted.

                                      -2-


                  J.       Section 12 A. Sections 12 A.iii and iv and Section
12 B of the Agreement shall be deleted in their entirety and the following
inserted in lieu thereof:

                           iii. The Company has issued Bavli 400,000 warrants to
                  purchase common stock of the Company at $0.75 per share. In
                  addition, the Company shall issue Bavli 1,400,000 warrants to
                  purchase common stock of the Company at $0.75 per share within
                  seven (7) days of the execution of this First Amendment.

                  K.       Section 12 B. Section 12 B of the Agreement shall be
deleted in its entirety and the following inserted in lieu thereof:

                           B. In the event of a merger, reorganization or other
                  capital event of the Company, the shares to be issued pursuant
                  to Section 12 A shall be adjusted or converted in the same
                  manner as the shares of other stockholders of the Company are
                  adjusted or converted.

                  L.       Section 13. Sections 13 A and B shall be deleted in
their entirety and the remaining parts of Section 13 shall be re-lettered
accordingly.

                  M.       Section 14 A. The address of the Company set forth in
Section 14A shall be amended as follows:

                                                Portagy Corp.
                                                6319 Olmi Landrith Drive
                                                Alexandria, VA 22307
                                                Attention:  Charles Wiesel

                           with a copy to:      Harris Cramer LLP
                                                1555 Palm Beach Lakes Blvd.
                                                Suite 310
                                                West Palm Beach, FL 33401
                                                Attention: Daryl B. Cramer, Esq.

                  N.       Section 14 Q.  A new Section 14 Q shall be added to
the Agreement as follows:

                           Q. Any controversy, dispute or claim arising out of
                  or relating to this Agreement, or its interpretation,
                  application, implementation, breach or enforcement which the
                  parties are unable to resolve by mutual agreement, shall be
                  settled by submission by either party of the controversy,
                  claim or dispute to binding arbitration in Los Angeles County,
                  California (unless the parties agree in writing to a different


                                      -3-


                  location), before a single arbitrator in accordance with the
                  rules of the American Arbitration Association then in effect.
                  In any such arbitration proceeding the parties agree to
                  provide all discovery deemed necessary by the arbitrator. The
                  decision and award made by the arbitrator shall be final,
                  binding and conclusive on all parties hereto for all purposes,
                  and judgment may be entered thereon in any court having
                  jurisdiction thereof.

         4.       CONTINUANCE OF AGREEMENT. Except as specifically modified
pursuant to this First Amendment, the Agreement shall remain in full force and
effect.


         IN WITNESS WHEREOF, the Company and Bavli have executed this First
Amendment effective as of the day and year set forth above.




                                PORTAGY CORP., a Delaware corporation



                                By:_____________________________________________
                                    James Davidson, Authorized Signatory



                                BAVLI GROUP INTERNATIONAL, INC.


                                By: ____________________________________________
                                    Charles Wiesel, Chief Executive Officer


                                      -4-


                                    EXHIBIT A

                                    PRODUCTS

The Products shall include the AES Porta Jump product line and any new or
updated versions thereof.




                                    EXHIBIT B

                                    TERRITORY

                  The Territory all include all territories licensed from AES by
the Company.

EX-10.3

                                                                    EXHIBIT 10.3

                   EXCLUSIVE SUPPLY AND DISTRIBUTION AGREEMENT

         This Exclusive Supply Distribution of Product Agreement is entered into
this 13th day of December 2005, by and between AUTOMOTIVE ENERGY SYSTEMS, LLC a
California limited liability company ("Supplier"), and PORTAGY CORP., a Delaware
corporation ("Distributor").

                                   WITNESSETH

         WHEREAS, Distributor is engaged in the sale and distribution of various
products;

         WHEREAS, Supplier desires to engage Distributor to sell and distribute
its portable energy products and Distributor desires to purchase such products
from Supplier for sale to third parties in certain geographic regions; and

         WHEREAS, the parties desire to set forth their understanding in writing
regarding the purchase and sale of certain portable energy products and certain
other agreements related thereto, all in accordance with the provisions set
forth below.

         NOW, THEREFORE, in consideration of the foregoing, and the mutual
agreements set forth herein, Supplier and Distributor hereby agree as follows:

         1.       DISTRIBUTION RIGHTS.

                  A.       Exclusive Distributorship. Subject to the terms and
conditions of this Agreement, Supplier grants to Distributor, and Distributor
hereby accepts, the exclusive right to distribute those certain products set
forth on Exhibit "A" hereto (the "Products") in the territories set forth on
Exhibit "B" hereto (collectively, the "Territory"). No right, title or interest
is granted, whether express or implied, by Supplier to Distributor relating to
the right to distribute any of the other products of Supplier.

                  B.       Exclusivity Requirements. Distributor must meet the
following minimum purchase requirements during the Term of this Agreement,
commencing with the 120th day following the execution of this Agreement (the
"Commencement Date") in order to maintain the exclusive distribution rights for
the Territory with respect to the Products.

                           i.       The minimum unit requirement are as follows:

                                    a. Distributor must place orders for the
purchase of at least (i) 250,000 units to be sold in North America and (ii)
250,000 units to be sold in the remainder of the Territory during the first
twelve month period commencing with the Commencement Date; provided, however,
that any orders placed by Distributor commencing with the date of this Agreement
and prior to the Commencement Date shall count towards this requirement;

                                    b. Distributor must place orders for the
purchase of at least (i) 287,500 units to be sold in North America and (ii)
287,500 units to be sold in the remainder of the Territory during the second
twelve month period commencing with the Commencement Date;



                                    c. Distributor must place orders for the
purchase of at least (i) 325,000 units to be sold in North America and (ii)
325,000 units to be sold in the remainder of the Territory during the third
twelve month period commencing with the Commencement Date;

                                    d. Distributor must place orders for the
purchase of at least (i) 362,500 units to be sold in North America and (ii)
362,500 units to be sold in the remainder of the Territory during the fourth
twelve month period commencing with the Commencement Date;

                                    e. Distributor must place orders for the
purchase of at least (i) 400,000 units to be sold in North America and (ii)
400,000 units to be sold in the remainder of the Territory during the fifth
twelve month period commencing with the Commencement Date;

For purposes of determining whether Distributor meets the minimum units set
forth in this subparagraph B.i for any twelve-month period, all sales in North
America and any other portion of the Territory shall be aggregated.

                           ii.      The minimum dollar requirements are as
follows:

                                    a. Distributor must place orders of at least
$300,000 per month during the first three month period commencing with the
Commencement Date; provided, however, that any orders placed by Distributor
commencing with the date of this Agreement and prior to the Commencement Date
shall count towards this requirement and the requirement set forth in Section
1.B.ii.e.;

                                    b. Distributor must place orders of at least
$400,000 per month during the second three-month period commencing with the
Commencement Date;

                                    c. Distributor must place orders of at least
$400,000 per month during the third three-month period commencing with the
Commencement Date;

                                    d. Distributor must place orders of at least
$500,000 per month during the fourth three-month period commencing with the
Commencement Date;

                                    e. Distributor must place orders of at
$5,000,000 during the first twelve-month period commencing with the Commencement
Date;

                                    f. Distributor must place orders of at
$5,750,000 during the second twelve-month period commencing with the
Commencement Date;

                                    g. Distributor must place orders of at
$6,500,000 during the third twelve-month period commencing with the Commencement
Date;

                                    h. Distributor must place orders of at
$7,250,000 during the fourth twelve month period commencing with the
Commencement Date; and

                                      -2-


                                    i. Distributor must place orders of at
$8,000,000 during the fifth twelve-month period commencing with the Commencement
Date.

                  C.       Failure to Attain Sales Targets. In the event that
Distributor fails to attain any of the purchase requirements set forth in
Section 1.B., Supplier may, in its sole and absolute discretion, at any time (i)
revoke the exclusive distribution rights originally granted to Distributor with
respect to the Products or (ii) terminate this Agreement upon thirty (30) days
written notice to Distributor.

                  D.       Sub-Distributors. Distributor, in its sole
discretion, shall have the right to appoint and authorize sub-distributors to
distribute the Products in the Territory; provided, however, all purchase orders
shall be placed by Distributor with Supplier. The Distributor shall use
reasonable commercial efforts to ensure compliance by such sub-distributors with
all of the Distributor's obligations under this Agreement. Should this Agreement
be terminated during the Term, Distributor will provide Supplier with an
accurate list of all such sub-distributors with full contact information for
each.

         2.       TERMS AND CONDITIONS OF PURCHASE AND SUPPLY

                  A.       Purchase and Supply. Distributor shall purchase the
Products from Supplier and Supplier shall sell the Products to Distributor in
accordance with the terms of this Agreement.

                  B.       Prices. Subject to Section 2.C., the prices for the
Products are set forth in Exhibit "C", which may not be changed prior to the
Commencement Date without the written consent of Distributor. Notwithstanding
the preceding, the prices set forth in Exhibit "C' shall not be guaranteed in
the event that Distributor does not place its initial purchase order on or
before December 13, 2005 with delivery of packaged product requested no later
than February 1, 2006. In the event of a price change, Supplier shall provide
notice to Distributor setting forth the new price and the date such price change
shall go into effect. If the price change is a price increase, the effective
date of the price increase shall be no earlier than ninety (90) days from the
date of receipt by Distributor of Supplier's notice of the price increase.

                  C.       Competitive Price. Supplier agrees that the prices
and terms it offers to Distributor are now and will continue to be at least as
low as those it offers to any person or entity anywhere in the world. If
Supplier offers a lower price, including, but not limited to, sales price,
volume discount, extended terms, or any other element affecting the total price
of the Product, to any other person or entity, then Supplier will immediately
offer that lower price to Distributor. Distributor shall also be entitled to
participate in and receive notice of the same no later than the time such lower
price is offered to any other person or entity. In addition, Supplier will issue
Distributor a credit to reflect the difference in price in accordance with
Section 1.B. In the event that Supplier sells to an OEM or non-retail purchaser
where packaging and other customary costs associated with the retail sale of a
product are not applicable, the actual sales price shall be adjusted for these
factors in applying this Section 2.C.

                                      -3-


                  D.       Terms. Distributor shall submit any amount payable to
Supplier pursuant to this Section 2 as follows: (x) 30% deposit within ten (10)
days of the initial purchase order to be placed on or by December 13th, 2005;
and (y) 30% deposit with purchase order on any and all subsequent orders; and
(z) the balance of monies due on all orders within seven (7) days following
delivery of the Products to Distributor's designated bonded warehouse in China.
All payments due hereunder shall be paid in United States Dollars by wire
transfer or by such other means agreed upon by the parties in writing. Unless
otherwise specifically agreed to in writing by the parties hereto, payment shall
be made on a letter of credit or cash in advance basis. Each letter of credit
shall be in form reasonably acceptable to Distributor.

                  E.       Order. Distributor shall order Products by issuing
written purchase orders to Supplier. All purchase orders shall set forth the
identification of the Products ordered, the quantity ordered, applicable price,
any customized or special package markings or stickers to be applied, and a
requested delivery date no earlier than four (4) weeks from the date of the
purchase order on standard orders and six (6) weeks from the date of the
purchase order on any customized or special packaging orders. Notwithstanding
the preceding, the first purchase order placed by Distributor shall require a
delivery date no earlier than February 1, 2006.

                  F.       Purchase Order Alterations or Cancellations. Prior to
shipment of Products, Supplier shall accept alterations or cancellation to a
purchase order in order to: (i) change a location for delivery, (ii) modify the
quantity or type of Products to be delivered or (iii) correct typographical or
clerical errors.

                  G.       Shipment. Supplier shall ship the ordered quantities
of the Products to Distributor F.O.B. Distributor's designated port in China no
later than the delivery dates provided in Distributor's purchase orders. Title
and risk of loss will pass to Distributor when each order of the Products is
delivered to and accepted by Distributor at its designated port.

                  H.       Inspection. Distributor, upon receipt of the Products
from Supplier, shall have seven (7) days to inspect such Products. In the event
Distributor believes that the Products do not conform to the Specifications,
Distributor shall provide to Supplier, within three (3) days of discovery of the
defect, a notice of rejection in accordance with the notice provisions of
Section 16.A. Supplier will correct and fully remedy any such non-conformation
issues within thirty (30) days from receipt of such notice of rejection at
Supplier's sole expense.

                  I.       Defects. In lieu of repairing or replacing any
defective Products, Supplier shall provide Distributor with additional Products,
at no cost to Distributor, with delivery of Products pursuant to each purchase
order placed by Distributor, in an amount equal to 1% of each such purchase
order placed by Distributor; provided, however, in the event that the amount of
defective Products exceeds 1%, Supplier shall promptly provide a credit to
Distributor in an amount equal to the excess over the 1% of such free Products.

                  J.       Invoicing. For each Product shipment to Distributor,
Supplier shall issue to Distributor an invoice showing Distributor's order
number, a description of the Product, the number of units of Product, the price
of the Products and any applicable discounts. Supplier shall also provide


                                      -4-


Distributor with a current statement of account listing all invoices outstanding
and any payments made and credits given since the date of the previous statement
upon request by Distributor.

                  K.       Forecasts. Distributor shall, on a quarterly basis,
submit to Supplier a non-binding rolling forecast of Distributor's demand for
Products that are to be delivered within the twelve (12) month period
immediately succeeding the month in which the forecast is issued.

                  L.       Product Availability. Supplier agrees to use
commercially reasonable efforts to maintain sufficient Product inventory to fill
Distributor's orders. If a shortage of any Product exists, Supplier agrees to
allocate its available inventory of such Product to Distributor in proportion to
Distributor's percentage of all of Supplier's customer orders for such product
during the previous sixty (60) day period.

                  M.       Specification Changes. In the event Distributor
changes the specifications of the Products, Distributor shall advise Supplier in
writing of such changes, and Supplier shall promptly advise Distributor as to
any scheduling and/or price adjustments that reasonably may result from such
changes. Such changes to specifications of the Products are subject to
Supplier's approval, which shall not be unreasonably withheld.

                  N.       New Products. Supplier shall endeavor to notify
Distributor at least one hundred fifty (150) days before the date any new
Product is introduced. Supplier shall make such Product available for
distribution by Distributor no later than the date it is first offered for sale
in the marketplace.

         3.       TERM AND TERMINATION.

                  A.       Term. The term of this Agreement shall be five (5)
years commencing on the date this Agreement is executed, plus the time elapsed
between such date and the date of the later of (i) one hundred twenty (120) days
following the date of this Agreement and (ii) initial delivery by Supplier to
Distributor of the first Product, unless earlier terminated pursuant to the
terms of this Agreement (the "Term"). Thereafter, subject to Section 1.C., this
Agreement shall automatically renew on the expiration of the then current Term
for succeeding terms of one (1) year, unless either party gives written notice
to the other party sixty (60) days prior to the end of the then current Term
that it does not desire to extend the Term.

                  B.       Termination for Breach. If a material breach of this
Agreement is committed by either party and the material breach is not cured
within thirty (30) days, or ten (10) days in the case of the breach of a
financial obligation hereunder, after notice by the non-breaching party, the
non-breaching party shall have the right to terminate this Agreement upon
written notice to the breaching party. Provided, however, there shall be no cure
period for violations of Section 1.C, Section 5 or Section 9.

                  C.       Bankruptcy/ Insolvency. This Agreement may be
terminated by either party upon notice if the other party liquidates or
terminates its business, is adjudicated a bankrupt, makes an assignment for the


                                      -5-


benefit of creditors, has a custodian, receiver, trustee or similar official
appointed to take possession, custody or control of the property of the other
party, invokes the provisions of any law for the relief of debtors (including,
without limitation, laws relating to reorganization, insolvency or moratorium)
or files or has filed against it any similar proceeding.

         4.       INSPECTION/TESTING/LOGISTICS

                  A.       Inspections by Distributor. Supplier, in its
discretion, may permit Distributor and its agents to inspect the portions of
Supplier's facilities where the Products are manufactured and to review such
Product documents, as Distributor deems reasonably necessary to assess
Supplier's compliance with applicable regulations and this Agreement.

                  B.       Records. Supplier shall maintain all manufacturing
and analytical records and all records of shipments of the Products from
Supplier for the time periods required by applicable laws and regulations with
respect to the Products. Supplier shall make such records and data available for
review by Distributor at Supplier's facility upon prior written notice from
Distributor to Supplier. In addition, upon termination or expiration of this
Agreement, whichever occurs first, Supplier will, upon Distributor's written
request, make for and delivery to Purchaser copies of such records and data.

                  C.       Quality Control/Product Complaints. Supplier agrees
to maintain ongoing quality assurance and testing procedures sufficient to
satisfy applicable regulatory requirements. Supplier shall be responsible for
responding to all product complaints, including whatever response may be
required to any governmental or certification authority, subject to the
reasonable cooperation of Distributor. Both parties shall keep the other
informed of information in or coming into their possession or control concerning
safety, effectiveness, defects, and injury associated with the use of the
Products.

                  D.       Scientific and Technical Information. Supplier shall
provide to Distributor scientific and technical information available to
Supplier and required to obtain registrations, licenses, and permits required
for the sale and distribution of Products in the Territory, or to respond to
inquiries from customers, or governmental or regulatory authorities.

                  E.       Sales Presentations. Any costs incurred by Supplier
in assisting with or attending sales presentations at the request of
Distributor, shall be reimbursed by Distributor within fifteen (15) days
following the submission of evidence to Purchaser of such costs; provided that
such costs were itemized and agreed to in advance between the parties.

                  F.       Support. Supplier, at its own expense, and as deemed
reasonable by Distributor, shall provide consultation to Distributor in a timely
fashion concerning technical aspects and use of the Products as requested by
Distributor.

                  G.       Logistics. Supplier shall maintain a capable
designated logistics liaison for all production of the Products and sales to
Distributor.

                                      -6-


         5.       CONFIDENTIALITY AND NONSOLICITATION.

                  A.       Mutual Confidentiality Agreement.

                           i Each party acknowledges that, by reason of their
relationship with each other under this Agreement, they will or may have access
to confidential and proprietary information of the other's, including, without
limitation, each other's present and future products, business plans, client and
customer lists or profiles, and other information relating to the sale, further
manufacturing and/or distribution of the Products, all of which are not
otherwise readily available from public or published sources (collectively, the
"Confidential Information"). Both parties agree that they will maintain in
confidence all such Confidential Information and that they will not, for any
reason, directly or indirectly, use for the benefit of themselves, or for any
person, firm, corporation, limited liability company, partnership, joint venture
or any other entity whatsoever, or disclose to any person, firm, corporation,
limited liability company, partnership, joint venture or other entity
whatsoever, any of the Confidential Information of the other party, without the
prior written authorization of the other party. Each party shall limit the
dissemination of Confidential Information to only those of either party's
employees who have a need to know to perform their duties related to the
obligations of their entity pursuant to this Agreement and, prior to showing the
Confidential Information or discussing the same with them, each party shall
require that they enter into an agreement for the benefit of each other which
contains substantially the same terms as this Section 5A.

                           ii Upon termination of this Agreement, both parties
shall return all notices, memoranda, lists, reports and all other documents and
materials, and all copies thereof, which contain or relate to the Confidential
Information of the other party, including all copies and records thereof, to the
other upon receipt of request therefore.

                  B.       Nonsolicitation Agreement.Both parties acknowledge
and agree that as a result of their relationship with each other they are, and
continue to be privy to the Confidential Information of the other party, and
that such Confidential Information is valuable and material to the businesses
and competitive position of the other party, and that the covenants herein
contained are a material consideration and inducement to both parties to enter
into this Agreement. Accordingly, both parties agree that during the term of
this Agreement and for a period of two (2) years thereafter, they will not,
without the prior written consent of the other, directly or indirectly, for
themselves or others, or as owners, consultants, joint venturers, independent
contractors, advisors, agents or otherwise: directly or indirectly, or for or
with any other person, firm, corporation, limited liability company,
partnership, joint venture or other entity whatsoever, knowingly solicit or
endeavor to entice away from the other any person employed by the other party,
or with whom the other party has a business relationship, in order to accept an
employment or establish an association with them, or any other person, firm,
corporation, limited liability company, partnership, joint venture or entity
whatsoever, and approach any such person for any such purpose or authorize or
knowingly cooperate with the taking of any such action by any other person,
firm, corporation, limited liability company, partnership, joint venture or
entity whatsoever.

                  C.       Remedies for Breach of Section 5. Both parties agree
that upon breach of this Section 5, the other party to this Agreement shall be
entitled to all profits realized by that party as a result of any violation and,


                                      -7-


in addition, as a matter of right, to injunctive relief in any court of
competent jurisdiction, all of which remedies either party shall be entitled to
pursue simultaneously and cumulatively.

                  D.       Independence of Section 5. The agreements contained
in this Section 5 are to be construed as being independent of any other
agreements in this Agreement and the existence of any cause of action in favor
of either party against the other, whether predicated on this Agreement or
otherwise, shall not constitute a defense to enforcement by either party of the
provisions of this Section 5.

                  E.       Severability of Section 5. The activities,
territories, time, customers, persons and institutions to which the restrictions
herein above set forth are applicable, are separate and divisible covenants and
agreements. If any restriction is held by any court of competent jurisdiction to
be unenforceable as to any one activity, territory, time, customers, persons,
and/or institutions above listed or a variation thereof, such restriction shall
nonetheless be operative as to all other activities, territories, time,
customers, persons, or institutions. In the event that any court of competent
jurisdiction determines that a restriction as to any activity, territory, time,
customers, persons, and/or institutions above listed, or a variation thereof, is
unenforceable, then such restriction as to a lessor activity, territory, time,
customers, persons and/or institutions as determined to be enforceable by the
court shall be enforced against Distributor or Supplier, as applicable.

                  F.       Broad Interpretation of Section 5. The provisions of
this Section 5 shall be construed and interpreted so as to afford the full
measure of protection to be given by each party to the other. For purposes of
this Section 5, the term Distributor shall include any of its affiliates and the
term Supplier shall include any of its affiliates. An "affiliate" shall mean an
entity directly or indirectly controlling, controlled by, or under common
control with Distributor or Supplier, as applicable.

                  G.       Survival of Section 5. This Section 5 shall survive
the termination of this Agreement and shall continue to bind Distributor and
Supplier, their affiliates, successors, and heirs and permitted assigns.

         6.       RECORDS/ REPORTS. Distributor shall maintain all sales and
analytical records and all records of shipments of the Products from Distributor
for the time periods required by applicable laws and regulations with respect to
the Products, but not less than three (3) years following termination of this
Agreement. Distributor shall provide Supplier with a separate quarterly
accounting report of U.S.-only sales.


         7.       ADVERTISING, MARKETING, AND PROMOTION.

                  A.       Duties of Distributor. Distributor shall use its
commercially reasonable efforts to advertise, market and promote the Products in
the Territory through existing and new distribution channels.

                                      -8-


                  B.       Expenditures. Distributor shall be responsible for
any and all expenditures that it incurs, in its sole discretion, in connection
with advertising, marketing, and promoting the Products to third parties.

                  C.       Marketing Materials. Supplier agrees to provide
Distributor, at no cost to Distributor, such promotional materials for the
Products in camera ready or electronic format as Supplier generally makes
available to its resellers and distributors, including technical specifications,
prices, drawings, and advertisements. Distributor may reproduce such promotional
materials as reasonably required in connection with its promotional, advertising
and/or marketing activities in connection its obligations under this Agreement,
provided that all copyright, trademark and other property markings of Supplier
are reproduced. Such promotional materials, including all copies and
reproductions made by Distributor, remain the property of Supplier and, except
insofar as they are distributed by Distributor in the course of its performance
of its duties under this Agreement, must be promptly returned to Supplier upon
the expiration or termination of this Agreement. Distributor may develop its own
promotional materials for Supplier, provided that Distributor shall submit any
such promotional materials to Supplier for Supplier's review, and Supplier shall
have the right to approve or reject any such promotional materials in Supplier's
sole discretion.

                  D.       Samples. Supplier shall make samples available to
Distributor through the 1% "overrun" for defective Products as described in
Section 2.I.

                  E.       Website/Inquiries/Leads. Supplier's website shall
list Distributor as the sole distributor for the Territory, and all inquiries
and leads for the Territory shall be directed to Distributor.

         8.       COMPETITION.

                  A.       Except outside the Territory, Supplier shall have no
right to directly or indirectly manufacture, sell or distribute any product that
may be construed in any way as being competitive with the Products (the
"Competitive Products") unless Supplier offers Distributor a perpetual first
right of refusal for the exclusive sales and marketing rights for each such
Competitive Product ("First Right of Refusal"). Supplier shall provide
Distributor with written notice of any such First Right of Refusal prior to any
solicitation or sale or distribution of a Competitive Product.

                  B.       If Distributor does not provide written notice to
Supplier of its intent to exercise its First Right of Refusal within forty-five
(45) days of Distributor's receipt of Supplier's notice pursuant to Section 8.A,
Supplier shall have the right to manufacture, sell or distribute the Competitive
Products (whether in or outside the Territory).

                  C.       Notwithstanding Sections 8.A and 8.B, Distributor
shall have the option at any time to provide Supplier with notice of its intent
to exercise a First Right of Refusal upon forty-five (45) days notice. In such
event, Supplier shall immediately cease its solicitation and selling activities
on any such product and turn over such activities in their entirety to
Distributor.

                                      -9-


         9.       TRADEMARKS

                  A.       Licenses. Subject to the terms and conditions of this
Agreement, each party hereby grants to the other party a nonexclusive limited
license in the Territory to use the other party's name, logo and trademark, in
each instance solely for the purpose of promoting, distributing and selling the
Products in the Territory in accordance with the terms and conditions of this
Agreement.

                  B.       Use of Trade Names and Logos. Each party recognizes
that the name, logo and trademark of the other party represents a valuable asset
of such entity and that substantial recognition and goodwill are associated with
such intangibles. Each party hereby agrees that, without prior written
authorization of the other party, it shall not use the name, logo, or trademark
of the other party for any purpose other than the promotion, distribution, and
sale of the Products in the Territory solely to the extent required to fulfill
its obligations under this Agreement.

                  C.       Sublicense. Distributor shall be entitled to
sublicense the rights set forth in this Section 9 to sub-distributors in
connection with the sub-distribution of the Products in the Territory. The
rights set forth in this Section 9 may not be otherwise sublicensed,
transferred, or delegated without the prior written consent of the other party.

                  D.       Injunctive Relief. Each Party acknowledges that a
violation of this Section 9 would cause irreparable harm to the other party for
which no adequate remedy at law exists, and each party therefore agrees that, in
addition to any other remedies available, and notwithstanding any other
provision in this Agreement, the aggrieved party shall be entitled to injunctive
relief to enforce the terms of this Section 9. If either party prevails in any
such action, it shall be entitled to recover all costs and expenses, including
reasonable attorney's fees and other professional fees and expenses incurred
because of any legal action arising in relation to this Section 9.

                  E.       Notification of Infringement and Enforcement. Each
party shall notify the other party of any infringement or misuse of its name,
logo, or trademarks of which such party becomes aware. Each party shall be
solely responsible to prosecute any such infringement of its trademark(s).

         10.      INDEMINIFICATION.

                  A.       Each party shall indemnify, defend, and hold harmless
the other party from and against all loss, cost, liability and expense which may
be imposed upon or reasonably incurred by the other party, including reasonable
attorneys' fees and disbursements and reasonable settlement payments, in
connection with any claim, action, suit or proceeding or threat thereof, made or
instituted in which the other party may be involved or be made a party by reason
of a breach of such party's representations or covenants.

                  B.       Supplier shall indemnify, defend, and hold harmless
Distributor from and against all loss, cost, liability and expense which may be
imposed upon or reasonably incurred by Distributor, including reasonable
attorneys' fees and disbursements and reasonable settlement payments, in
connection with any claim, action, suit or proceeding or threat thereof, made or
instituted by any third parties in which Distributor may be involved or be made
a party by reason of which Distributor may suffer as a result of any loss to the
persons or property of a third party arising directly or indirectly from use of
a Product.

                                      -10-


                  C.       Promptly after receipt by a person or entity
indemnified under any express provision of this Agreement (the "Indemnified
Party") of notice of the commencement of any action against the Indemnified
Party, such Indemnified Party shall give notice to the person or persons or
entity or entities obligated to indemnify the Indemnified Party pursuant to the
express provisions of this Agreement (the "Indemnifying Party"). The
Indemnifying Party shall be entitled to participate in the defense of the action
and, to the extent that it may elect, in its discretion, by written notice to
the Indemnified Party, to assume the control and defense and/or settlement of
such action and the Indemnified Party shall execute such documents or otherwise
to permit the Indemnifying Party to do so; provided, however, that (i) both the
Indemnifying Party and the Indemnified Party must consent and agree to any
settlement of any such action, except that if the Indemnifying Party has reached
a bona fide settlement agreement with the plaintiff(s) in any such action and
the Indemnified Party does not consent to such settlement agreement, then the
dollar amount specified in the settlement agreement shall act as an absolute
maximum limit on the indemnification obligation of the Indemnifying Party, and
(ii) if the defendants in any such action include both the Indemnifying Party
and the Indemnified Party and if the Indemnified Party shall have reasonably
concluded that there are legal defenses available to it which are in conflict
with those available to the Indemnifying Party, then the Indemnified Party shall
have the right to select separate counsel to assert such legal defenses and
otherwise to participate in the defense of such action on its own behalf, and
the fees and disbursements of such separate counsel shall be included in the
amount which the Indemnified Party is entitled to recover under the terms and
subject to the conditions of this Agreement.

         11.      REPRESENTATIONS AND WARRANTIES.

                  A.       Each party hereby represents and warrants to the
other party that such party (i) is duly organized, validly existing and in good
standing under the laws of the state in which it is organized, (ii) has the
power and authority and the legal right to own and operate its property and
assets, and to carry on its business as it is now being conducted, and (iii) is
in compliance with all requirements of applicable law, except to the extent that
any noncompliance would not materially adversely affect such party's ability to
perform its obligations under this Agreement.

                  B.       Each party hereby represents and warrants to the
other party that such party (i) has the power and authority and the legal right
to enter into this Agreement and perform its obligations hereunder and (ii) has
taken all necessary action on its part to authorize the execution and delivery
of the Agreement and the performance of its obligations hereunder. The Agreement
has been duly executed and delivered on behalf of such party, and constitutes a
legal, valid, binding obligation enforceable against such party in accordance
with its terms.

                  C.       Each party hereby represents and warrants to the
other party that the execution and delivery of the Agreement and the performance
of such party's obligations hereunder and thereunder (i) do not conflict with or
violate any requirement of applicable laws or regulations or any material
contractual obligation of such party and (ii) do not materially conflict with,
or constitute a material default or require any consent thereunder, any material
contractual obligation of such party.

                                      -11-


                  D.       Each party agrees to prepare and file whatever
filings, requests, or applications are required to be filed with any
governmental authority in connection with this Agreement and to cooperate with
one another as reasonably necessary to accomplish the foregoing.

                  E.       Each party covenants that it will comply with all
applicable federal, state, local and international laws and regulations related
to its development, manufacture, marketing, selling, and importing of the
Products, as applicable.

                  F.       Each party represents and agrees that all
contingencies, qualifications, and requirements incumbent upon each respective
party to satisfy the terms of this Agreement have been met and fully satisfied
as of the execution of this Agreement.

         12.      WARRANTIES

                  A.       End User Warranty. Supplier shall provide a one (1)
year limited warranty for defective parts and labor with the Products for end
user benefit. This warranty shall commence upon the Products delivery to
end-user and shall be valid for two (2) year(s) from the date of shipment by
Distributor to the end user.

                  B.       General Warranty. Supplier represents and warrants
that (i) it has good and transferable title to the Products, (ii) the Products
shall (x) be free from material defect, (y) be reasonably suitable for resale,
and (y) perform in conformity with specifications and documentation supplied by
Supplier, (iii) the Products or their use does not infringe any patents,
copyrights, trademarks, trade secrets, or any other intellectual property
rights, (iv) that there are no suits or proceedings pending or threatened which
allege any infringement of such proprietary rights, and (v) the Products sales
to and by Distributor do not in any way constitute violations of any law,
ordinance, rule or regulation in the Territory. This Section shall apply
throughout the Term and shall survive the termination of this Agreement.

                  C.       Manufacturing Standards. Supplier warrants to
Distributor that the Products are manufactured in accordance with all good
manufacturing practices and as required by the pertinent law, rules, and
regulations, which govern its operations.

                  D.       Compliance with Laws. Supplier warrants to
Distributor that Supplier shall comply with all federal, international, sate and
local laws, rules and regulations.

                  E.       Shelf-Life. Supplier hereby warrants to Distributor
that the Products purchased by Distributor shall be in saleable condition with a
minimum of five (5) years shelf life from the date of shipment (or such other
shelf life as agreed to in writing by Distributor and Supplier.

         13.      ADDITIONAL COVENANTS

                  A.       Evidence of Patent. Supplier hereby covenants to
deliver to Distributor, upon execution of this Agreement by both parties, a copy


                                      -12-


of the new patent application in the United States on the Products. If Supplier
fails to satisfy this covenant, Supplier shall immediately refund $40,000 of the
$50,000 exclusivity payment made by Distributor to Supplier pursuant to Section
1.E.i.

                  B.       Project. Distributor and Supplier hereby covenant to
work together on plans to produce disposable battery products in the United
States, with an analysis of the recycled battery market and consequent sales
opportunities, based on Supplier's progress and achievement in applying recycled
batteries to be used in products.

         14.      INTELLECTUAL PROPERTY

         Supplier hereby represents and warrants to Distributor:

                  A.       Title and Contest. Supplier is the sole owner of all
rights to manufacture, license and exploit the intellectual property related to
the Products (the "Intellectual Property"), including without limitation all
rights, title, and interest in the Intellectual Property to sue for infringement
thereof. The Intellectual Property is free and clear of all liens, mortgages,
security interests or other encumbrances, and restrictions on transfer. There
are no co-owners, actions, suits, investigations, claims, or proceedings
threatened, pending or in progress relating in any way to the Intellectual
Property. Except as set forth herein, there are no existing contracts,
agreements, options, or commitments, or rights with, to, or in any person to
acquire any of the Intellectual Property.

                  B.       Existing Licenses. Except as set forth herein, no
rights or licenses have been granted under with regard to the Intellectual
Property.

                  C.       Validity and Enforceability. The Intellectual
Property has never been found invalid or unenforceable for any reason in any
administrative, arbitration, judicial or other proceeding, and Supplier has not
received any notice or information of any kind from any source suggesting that
the Intellectual Property may be invalid or unenforceable.

                  D.       Prosecution. Supplier will use its best endeavors to
diligently pursue and prosecute those parties or individuals involved in any
infringement or any attempt to compromise the Intellectual Property or
unauthorized replication or use of the Intellectual Property rights subsisting
in the Intellectual Property once such an infringement is brought to the
attention of or otherwise becomes known to Supplier, provided that Supplier
shall not be required to pursue and prosecute any such action outside the United
States.

                  E.       Indemnity. Any use of the Intellectual Property by
Distributor or its appointed sub-distributors or approved licensees
(collectively, an "Indemnitee") in accordance with the provisions of this
Agreement, will not infringe any third party's rights of any kind including any
relevant Intellectual Property rights, and in the event that any such
infringement does occur, Supplier will indemnify, defend, and hold harmless from
and against all loss, cost, liability, and expenses, which may be imposed upon
or reasonably incurred by Indemnitee, including reasonable attorneys' fees and
disbursements and reasonable settlement payments, in connection with any claim,
action, suit, or proceeding or threat thereof, made or instituted by any third
parties in which Indemnitee may be involved or be made a party by reason of


                                      -13-


which Indemnitee may suffer, as a result of any loss arising directly or
indirectly from any such infringement.

         15.      RIGHT OF FIRST REFUSAL

         (i)      Patrick Dickson and Supplier hereby grant Distributor a right
of first refusal to purchase a majority equity interest in Supplier. If Mr.
Dickson or Supplier propose to enter into a transaction or series of
transactions resulting in one or more persons other than Mr. Dickson owning more
than 50% of Supplier, Distributor shall have the right to purchase the same
percentage of ownership interest involved in the transaction or transactions on
substantially the same terms and conditions. Mr. Dickson and Supplier are free
to enter into any equity transactions free of any right of first refusal that do
not result in Mr. Dickson owning less than 50.1% of the equity interest in
Supplier.

         (ii)     In the event Supplier receives an offer from a third party to
purchase the assets or stock of Supplier, Distributor shall be entitled to a
first right of refusal to purchase the same for the purchase price set forth in
the third party offer. At the time of such right of first refusal, or any
circumstance of negotiation for purchase of Supplier's company, both parties
agree to negotiate wholly in good faith.

         16.      MISCELLANEOUS.

                  A.       All notices, offers, acceptance and any other acts
under this Agreement (except payment) shall be in writing, and shall be
sufficiently given if delivered to the addressees in person, by Federal Express
or similar overnight next business day delivery, or by facsimile delivery
followed by overnight next business day delivery, as follows:

         If to Distributor, the notice should be sent to the attention of:

                                    Portagy Corp.
                                    9812 Falls Road
                                    Suite 114-198
                                    Potomac, MD 20854
                                    Attention: Mark Levin


         with a copy to:            Portagy Corp.
                                    21800 Burbank Blvd.
                                    Suite 150
                                    Woodland Hills, CA 91367
                                    Attention:  Todd Ruhalter

         with a copy to:            Harris Cramer LLP
                                    1555 Palm Beach Lakes Blvd.
                                    Suite 310
                                    West Palm Beach, FL 33401
                                    Attn: Daryl B. Cramer, Esq.
                                    Facsimile: 561-659-0701

                                      -14-


         If to Supplier, the notice should be sent to the attention of:

                                    Automotive Energy Systems, LLC
                                    1861 Sunkist Circle
                                    Oxnard, CA 93033
                                    Attn: Patrick Dickson
                                    Facsimile: (805) 435-7434

or to such other address as any of them, by notice to the other may designate
from time to time. The transmission confirmation receipt from the sender's
facsimile machine shall be evidence of successful facsimile delivery. Time shall
be counted from the date of transmission.

Any party may send any notice, request, demand, claim, or other communication
hereunder to the intended recipient at the address set forth above using any
other means (including personal delivery, expedited courier, messenger service,
telecopy, telex, ordinary mail, or electronic mail), but no such notice,
request, demand, claim, or other communication shall be deemed to have been duly
given unless and until it actually is received by the intended recipient. Any
party may change the address to which notices, requests, demands, claims, and
other communications hereunder are to be delivered by giving the other Party
notice in the manner herein set forth.

                  B.       This Agreement (which term includes all exhibits
hereto) constitutes the entire agreement between the parties hereto pertaining
in any manner to the subject matter hereto, and supersedes any prior oral or
written agreement or understanding between the parties with respect to such
subject matter.

                  C.       Neither this Agreement, nor any right, interest or
obligation hereunder of each party, shall be assigned or assignable by either
party without the written consent of the other. Notwithstanding the preceding,
this Agreement may be assigned by Distributor to an affiliated entity upon
notice to Supplier.

                  D.       This Agreement shall be governed by and construed in
accordance with the domestic laws of the State of California without giving
effect to any choice or conflict of law provision or rule (whether of the State
of California or any other jurisdiction) that would cause the application of the
laws of any jurisdiction other than the State of California.

                  E.       The Parties agree to submit any disputes between them
involving money or damages greater than $5,000 relating to this Agreement and/or
transactions, duties, or obligations to be performed under this Agreement, to
mediation with a mediator approved by the Parties to the dispute. If the Parties
resolve their disputes through mediation, the Parties shall share the mediator's
fees evenly but pay their own attorneys' fees and other expenses related to
mediation. If mediation fails to resolve all disputes within thirty (30) days
after the Parties submit the dispute to a mediator, then either Party may file a
court action or request arbitration. The Parties agree that mediation is a
pre-condition to filing an action of any kind. The prevailing Party in any
action or arbitration relating to transactions contemplated by this Agreement
shall be entitled to costs, expenses, and reasonable attorneys fees, including


                                      -15-


(a) reasonable attorneys fees, costs, and expenses incurred in connection with
mediation that failed to resolve the dispute and (b) reasonable attorneys fees,
expenses, and costs of appeal, if any. Claims of $5,000 or less may be submitted
to mediation or small claims court.

                  F.       In the case any one or more of the provisions
contained in this Agreement or any application thereof shall be invalid, illegal
or unenforceable in any respect, the validity, legality and enforceability of
the remaining provisions contained herein and any other application thereof
shall not in any way be affected or impaired thereby.

                  G.       Except as otherwise provided to the contrary herein,
this Agreement shall be binding upon, and inure to the benefit of, each party
and their respective heirs, executors, administrators, successors and permitted
assigns.

                  H.       Amendments to this Agreement shall be in writing and
signed by each party hereto.

                  I.       This Agreement may be executed in several
counterparts and all so executed shall constitute one agreement binding on all
the parties hereto, notwithstanding that all the parties are not signatory to
the original counterpart. Any facsimile signature of any party hereto shall
constitute a legal, valid, and binding execution hereof by such party.

                  J.       Wherever the context shall so require, all words
herein in a particular gender shall be deemed to include other genders where
applicable. In addition, singular words shall include the plural and plural
words shall include the singular where applicable.

                  K.       Titles of Sections, paragraphs and subparagraphs are
for convenience only, and neither limit nor amplify the provisions of the
Agreement itself, and all references herein to Sections, paragraphs or
subparagraphs thereof shall refer to the corresponding Sections, paragraphs or
subparagraphs of this Agreement unless specific reference is made to such
Section, paragraph or subparagraph of another document or instrument.

                  L.       All representations, warranties and provisions hereof
without limitation shall survive the termination of this Agreement, the
liquation or dissolution of each party, if any, and shall thereby continue in
full force and effect at all times thereafter.

                  M.       The waiver or inaction by either party hereto of a
breach of any condition of this Agreement by the other party shall not be
construed as a waiver of any subsequent breach by such party, nor shall it
constitute a waiver of any subsequent breach by such party, nor shall it
constitute a waiver of that party's rights, actual or inherent. The failure of
any party hereto in any instance to insist upon a strict performance of the
terms of this Agreement or to exercise any option herein shall not be construed
as a waiver or relinquishment in the future of such term or option, but that the
same shall continue in full force and effect.

                                      -16-


                  N.       The fact that the first (or later) draft of this
Agreement was prepared by counsel for either party shall create no presumptions
and specifically shall not cause any ambiguities to be construed against the
drafting party.

                  O.       Nothing contained in this Agreement shall create a
joint venture or partnership between the parties. Supplier and Distributor shall
be independent contractors in performing their respective obligations. No party
shall be liable for any of the debts or obligations of the others and no party
shall have any authority or right to act for or incur any liability of any kind,
express or implied, on the name of or on behalf of the other parties.

                  P.       Each of the parties submits to the jurisdiction of
any state or federal court sitting in Ventura County, California, in any action
or proceeding arising out of or relating to this Agreement and agrees that all
claims in respect of the action or proceeding may be heard and determined in any
such court. Each of the parties waives any defense of inconvenient forum to the
maintenance of any action or proceeding so brought and waives any bond, surety,
or other security that might be required of any other party with respect
thereto. Each party agrees that a final judgment in any action or proceeding so
brought shall be conclusive and may be enforced by suit on the judgment or in
any other manner provided by law or in equity.

                  Q.       No party shall be responsible or liable for any loss,
damage, detention or delay caused by fire, strike, civil or military authority,
insurrection or riot, railroad embargoes, lock-out, tempest, accident, breakdown
of machinery, delay in delivery by other parties or by any other cause which is
unavoidable or beyond its reasonable control, or in any event for the
consequential damages.

                           [SIGNATURE PAGE TO FOLLOW]

                                      -17-


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the 13th day of December, 2005.


                                                  DISTRIBUTOR

                                                 PORTAGY CORP.

                                       By: _____________________________

                                       ________________________________
                                                Name and Title


                                                   SUPPLIER

                                        AUTOMOTIVE ENERGY SYSTEMS, LLC

                                       By: _____________________________
                                           Patrick Dickson. Manager


                                       ________________________________
                                            Patrick Dickson, Owner

                                      -18-


                                   EXHIBIT "A"

                                    PRODUCTS


The Products shall include the AES Emergency Jump Start battery charger product
line and any new or updated versions thereof.


                                      -19-


                                   EXHIBIT "B"


                                    TERRITORY



The Territory shall include:

         1.       North America (including United States, Canada and Mexico),
                  subject to pre-existing agreements with (i) Kia Motors of
                  Korea and subsidiaries; (ii) Jiffy Lube and (iii) AAA
                  Automobile Service Companies.

         2.       The European Union (including all 25 current member
                  countries).

         3.       All other territories in the world, except (i) Singapore; (ii)
                  Korea; (iii) Japan; (iv) Thailand, (v) China; (vi)
                  Malaysia/Indonesia and (vii) Taiwan.

                                      -20-


                                   EXHIBIT "C"


                                     PRICES


         The estimated Prices for the Products are as follows:

                  i.       For single use products:       $7.00 USD

                  ii.      For rechargeable products:    $12.00 USD


         Note: The above pricing is based on the initial purchase order from
         Distributor being placed by December 13, 2005. If the initial purchase
         order is not placed by that date, pricing for single use products will
         be $7.20, and rechargeable products will be $12.20.

                                      -21-

EX-10.4

                                                                    EXHIBIT 10.4

                               FIRST AMENDMENT TO
                   EXCLUSIVE SUPPLY AND DISTRIBUTION AGREEMENT

         THIS FIRST AMENDMENT TO EXCLUSIVE SUPPLY AND DISTRIBUTION AGREEMENT
(the "First Amendment") is made and entered into effective as of the ___ day of
April, 2006, by and between AUTOMOTIVE ENERGY SYSTEMS, LLC, a California limited
liability company ("Supplier"), and PORTAGY CORP., a Delaware corporation
("Distributor").

                                   WITNESSETH:

         WHEREAS, Supplier and Distributor entered into that certain Exclusive
Supply and Distribution Agreement made and entered into as of December 13, 2005
(the "Agreement"); and

         WHEREAS, Supplier and Distribute desire to amend the Agreement as
hereinafter provided.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

         1. RECITATIONS. Supplier and Distributor acknowledge and agree that the
recitations set forth above are true and correct and are incorporated herein by
reference.

         2. AGREEMENT BEING AMENDED. The agreement being amended by this First
Amendment is that certain Exclusive Supply and Distribution Agreement dated
effective as of December 13, 2005 (the "Effective Date") entered into by and
between Supplier and Distributor, which is incorporated herein by reference.

         3. AMENDMENTS. The Agreement is hereby amended as follows:

                  A. Distributor shall pay Supplier $166,250 on or before April
10, 2006 for the first 25,000 units of Product ordered by Distributor.

                  B. Distributor shall order a minimum of 10,000 units of
Product by issuing Supplier a written purchase order by April 11, 2006, for
delivery within sixty (60) days after receipt by Supplier of such purchase
order.

                  C. Exhibit "A". Exhibit "A" of the Agreement shall be replaced
with Exhibit "A" attached hereto.

                  D. Exhibit "C". Exhibit "C" of the Agreement shall be replaced
with Exhibit "C" attached hereto.



                  E. Section 1.B.ii. Section 1.B.ii of the Agreement shall be
deleted in its entirety.

                  F. Section 1.E.iii. Section 1.E.iii of the Agreement shall be
deleted in its entirety and the following inserted in lieu thereof:

                           iii. $200,000 shall be paid as follows: $2.00 from
                  the sales proceeds from each unit of Product sold by
                  Distributor shall be paid to Supplier within fifteen (15) days
                  from the date Distributor receives payment from the sale of
                  the Products.

                  G. Section 2.B. Section 2.B of the Agreement shall be deleted
in its entirety and the following inserted in lieu thereof:

                           B. Subject to Section 2.C, the prices for the
                  Products are set forth on Exhibit "C". In the event of a price
                  change, Supplier shall provide notice to Distributor setting
                  forth the new price and the date such price change shall go
                  into effect. If the price change is a price increase, the
                  effective date of the price increase shall be no earlier than
                  ninety (90) days from the date of receipt by Distributor of
                  Supplier's notice of the price increase.

                  H. Section 16. The address of the Distributor set forth in
Section 16 shall be amended as follows:

                                            Portagy Corp.
                                            21800 Burbank Blvd.
                                            Suite 150
                                            Woodland Hills, CA 91367
                                            Attention: Charles Wiesel

                  with a copy to:           Harris Cramer LLP
                                            1555 Palm Beach Lakes Blvd.
                                            Suite 310
                                            West Palm Beach, FL 33401
                                            Attn: Daryl B. Cramer, Esq.

         4. CONTINUANCE OF AGREEMENT. Except as specifically modified pursuant
to this First Amendment, the Agreement shall remain in full force and effect.




                            [Signature on Next Page]


                                      -2-


         IN WITNESS WHEREOF, Distributor and Supplier have executed this First
Amendment effective as of the day and year set forth above.


                           DISTRIBUTOR:

                           PORTAGY CORP., a Delaware corporation


                           By:______________________________________________
                                 Charles Wiesel, Its Chief Executive Officer


                           SUPPLIER:

                           AUTOMOTIVE  ENERGY SYSTEMS,  LLC, a
                           California  limited liability company


                           By:_______________________________________
                                 Chad Dickson, Its Manager


                           By:_______________________________________
                                 Patrick Dickson, Its Member

                                      -3-


                                   EXHIBIT "A"

                                    PRODUCTS


The Products shall include the AES Porta Jump product line and any new or
updated versions thereof.


                                      -4-


                                   EXHIBIT "C"

                                     PRICES

         The initial prices for the Products are as follows:

         i.       For single use products:         $7.00 USD

         ii.      For rechargeable products:      $12.00 USD


                                      -5-

EX-10.5

                                                                    EXHIBIT 10.5

                              EMPLOYMENT AGREEMENT

         This EMPLOYMENT AGREEMENT (the "Agreement") is entered as of the 1st
day of April, 2006, between Portagy Corp., a Delaware corporation (the
"Company"), and Charles Wiesel (the "Executive").

        WHEREAS, the Company desires to employ the Executive and the Executive
is willing to accept such employment and render such services, all upon and
subject to the terms and conditions contained in this Agreement;

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants set forth in this Agreement, and intending to be legally bound, the
Company and the Executive agree as follows:

         1.       TERM.

                  (a) Term. The initial term of this Agreement shall be for a
period of twenty-four (24) months commencing on the date of this Agreement (the
"Initial Term"), subject to Section 5. The Initial Term, together with any
extensions, is referred to herein as the "Term."

                  (b) Continuing Effect. Notwithstanding any termination of the
Executive's employment hereunder, at the end of a Term or otherwise, the
provisions of Sections 6 and 7 shall remain in full force and effect and the
provisions of Section 7 shall be binding upon the legal representatives,
successors and assigns of the Executive.

         2.       DUTIES.

                  (a) General Duties. The Executive shall serve as Chief
Executive Officer of the Company, with duties and responsibilities that are
customary for such position, including, but not limited to, (i) administration,
(ii) fiscal management, (iii) personnel, (iv) sales and marketing, (vi) product
development, and (vii) establishing company policies. The Executive shall use
his best efforts to perform his duties and discharge his responsibilities
pursuant to this Agreement competently, carefully and faithfully.

                  (b) Devotion of Time. The Executive shall devote all of his
time, attention and energies during normal business hours (exclusive of periods
of sickness and disability and of such normal holiday and vacation periods as
have been established by the Company) to the affairs of the Company. The
Executive shall not enter the employ of or serve as a consultant to, or in any
way perform any services with or without compensation to, any other persons,
business or organization without the prior consent of the board of directors of
the Company. Notwithstanding the preceding, the Executive shall be permitted to
work for Bavli Group International, Inc. in a similar executive's position.

                  (c) Adherence to Inside Information Policies. The Executive
acknowledges that if the Company becomes publicly-held whether directly or
through an affiliate, successor, subsidiary, an acquisition or a merger and, as




a result, has implemented or will implement inside information policies designed
to preclude its employees from violating the federal securities laws by trading
on material, non-public information or passing such information on to others in
breach of any duty owed to the Company, the Executive shall promptly execute any
agreements generally distributed by the Company to its employees requiring such
employees to abide by its inside information policies.

         3.       COMPENSATION AND EXPENSES.

                  (a) Salary. For the services of the Executive to be rendered
under this Agreement, the Company shall pay the Executive an annual salary of
$150,000 payable in accordance with the Company's normal payroll practices.

                  (b) Expenses. In addition to any compensation received
pursuant to Section 3(a), the Company shall reimburse or advance funds to the
Executive for all reasonable travel, entertainment and miscellaneous expenses
incurred in connection with the performance of his duties under this Agreement,
subject to prior approval by the Company and receipt by the Company of
reasonable evidence of such expenses. The Company shall also reimburse the
Executive for Executive's monthly cellular phone expense, not to exceed $200 per
month. In addition, for so long as the Company is using Executive's home or
office as its principal office, the Company shall reimburse the Executive for
all expenses incurred in connection therewith, not to exceed $500 per month.

         4.       BENEFITS. The Executive is entitled to participate in any
pension, 401(k), insurance or other employee benefit plan that is maintained by
the Company for its employees, including programs of life and medical insurance
and reimbursement of membership fees in professional organizations. If the
Company does not maintain a PPO medical plan covering the Executive and his
dependants, the Company shall reimburse the Executive for any health care
insurance premiums paid by the Executive, not to exceed $450 per month during
the Term, subject to receipt by the Company of reasonable evidence of
Executive's payment of such premiums.

         5. TERMINATION. This Agreement may be terminated in the following
manner:

                  (a) General Provisions. Either the Company or the Executive,
in his or its sole discretion, may terminate the Executive's employment without
cause at any time upon 60 days' (and 90 days after the first year) written
notice. Upon effectiveness of such termination, the Executive shall have no
right to compensation or reimbursement under Section 3 or to participate in any
employee benefit programs under Section 4 for any period subsequent to the
effective date of termination, except as provided for by law.

                  (b) Termination for Cause. The Company may terminate the
Executive's employment pursuant to the terms of this Agreement at any time for
Cause by giving written notice of termination. The Executive shall have 10 days
from the date of the notice to provide the Company with evidence that the
Company is mistaken as to "Cause" and that the Executive's behavior does not
meet the criteria for "Cause" as defined herein. During such 10 day period the
Executive shall be suspended without pay; if employment is reinstated the


                                       2


Executive shall be paid for the 10 day period and if the termination is upheld
such termination shall be effective upon the giving of written notice of
termination. Upon any such termination for Cause, the Executive shall have no
right to compensation or reimbursement under Section 3, or to participate in any
employee benefit programs under Section 4 for any period subsequent to the
effective date of termination, except as provided by law. For purposes of this
Section 5(b), "Cause" shall mean: (i) the Executive is convicted of a felony
involving any subject matter (ii) is charged with a felony relating to the
business of the Company or any Affiliate; (iii) is convicted of a misdemeanor
directly involving the Executive's employment which directly affects the
business of the Company; (iv) is found after an internal investigation to have
engaged in sexual misconduct which is related to the Executive's employment or
the business of the Company; (v) the Executive, in carrying out his duties
hereunder, has acted with gross negligence or intentional misconduct resulting,
in either case, in harm to the Company; (vi) the Executive misappropriates
Company funds or otherwise defrauds the Company; (vii) the Executive breaches
his fiduciary duty to the Company resulting in profit to him, directly or
indirectly; (viii) if applicable, the Executive has been found to have committed
any act or failed to take any action which results in the Parent's common stock
being delisted for trading on the principal trading market or exchange; (ix) the
Executive is convicted of illegal possession or use of a controlled substance;
(x) the Executive engages in chronic drinking or the use of illegal drugs,
chemicals or controlled substances or the abuse of otherwise legal drugs or
chemicals or controlled substances to excess; (xi) the Executive fails or
refuses to cooperate in any official investigation conducted by or on behalf of
the Company; (xii) the Executive materially breaches any provision of this
Agreement including Section 2(c) after notice and an opportunity to cure such
behavior if the behavior is of the nature that it can be cured; (xiii) the
Executive intentionally or willfully fails to comply with the directives of the
Company's board of directors; (xiv) the Parent is required to restate its
financial statements for a completed fiscal period after having filed such
financial statements with the Securities and Exchange Commission, if applicable,
and such restatement at least in part is the result of a material change in the
financial statements of the Company; or (xv) the Executive has been found by a
court, the Securities and Exchange Commission or any state governmental
authority which regulates or enforces the state's securities laws to have
violated any applicable securities laws, whether such finding was after a
hearing or trial or on consent without admitting or denying any allegations of
wrongdoing

         6.       NON-COMPETITION AGREEMENT.

                  (a) Competition with the Company. Until termination of his
employment and for a period of twenty-four (24) months commencing on the date of
termination, the Executive, directly or indirectly or, in association with or as
a stockholder, director, officer, consultant, employee, partner, joint venturer,
member or otherwise of or through any person, firm, corporation, partnership,
association or other entity ("any of the foregoing defined as an "Affiliated
Entity"), shall not provide manufacturing, sales, marketing or business
development services to any entity which manufactures, sells or distributes
products similar to the Products anywhere in the world where the Company or its
affiliates is engaged in the offer or sale of the Products. Provided, however,
the foregoing provisions shall not prohibit the Executive from owning up to 5%
of the securities of any publicly-traded enterprise provided the Executive is
not an employee, director, officer, consultant to such enterprise or otherwise
reimbursed for services rendered to such enterprise. For purposes of this
Agreement, the term "Products" shall include portable battery devices and other
products manufactured, marketed and/or distributed by the Company. In addition,
the Executive may not, directly or indirectly including through any Affiliated


                                       3


Entity, obtain employment with or perform services for any Customer of the
Company during the period commencing on the date of termination and continuing
for 12 months thereafter.

                  (b) Solicitation of Employees. During the periods in which the
provisions of Section 6(a) shall be in effect, the Executive, directly or
indirectly including through any Affiliated Entity shall not solicit, hire or
contact any employee of the Company for the purpose of hiring them or causing
them to terminate their employment relationship with the Company.

                  (c) Solicitation of Customers. During the periods in which the
provisions of Section 6(a) shall be in effect, the Executive, directly or
indirectly including through any Affiliated Entity, shall not seek Prohibited
Business from any Customers (as defined below) on behalf of any enterprise or
business other than the Company, refer Prohibited Business from any Customer to
any enterprise or business other than the Company or receive commissions based
on sales or otherwise relating to the Prohibited Business from any Customer, or
any enterprise or business other than the Company. For purposes of this
Agreement, the term "Customer" means any person, firm, corporation, limited
liability company, partnership, association or other entity to which the Company
sold Products during the 24-month period prior to the time at which any
determination is required to be made as to whether any such person, firm,
corporation, partnership, association or other entity is a Customer, or who or
which has approached by or who or which has approached an employee of the
Company for the purpose of soliciting business from the Company or the third
party, as the case may be. "Prohibited Business" shall include a business which
is the same or similar to the Company's business.

                  (d) No Payment. The Executive acknowledges and agrees that no
separate or additional payment will be required to be made to him in
consideration of his undertakings in this Section.

                  (e) References to the Company in this Section 6 shall include
the Company's affiliates.

                  (f) Exception. Nothing contained in this Section 6 shall
prohibit Executive, directly or indirectly, from (i) owning, managing or working
for Bavli Group International, Inc. or (ii) conducting business with its
pre-existing customers listed on Exhibit A (the "Pre-Existing Customers"),
during the periods in which the provisions of Section 6(a) shall be in effect;
provided, that Bavli Group International, Inc. and/or the Pre-Existing
Customers, as the case may be, refrain from distributing products competing
against the Products or otherwise competing against the Company.

         7.       NON-DISCLOSURE OF CONFIDENTIAL INFORMATION.

                  (a) Confidential Information. Confidential Information
includes, but is not limited to, patents, patent applications and other
intellectual property rights, and trade secrets as defined by the common law and
statute in Delaware or any future Delaware statute, processes, policies,
procedures, techniques including recruiting techniques, designs, drawings,
know-how, show-how, technical information, specifications, computer software and


                                       4


source code, information and data relating to the development, research,
testing, costs, marketing and uses of the Products, the Company's budgets and
strategic plans, and the identity and special needs of Customers, databases,
data, all technology relating to the Company's businesses, systems, methods of
operation, Customer lists, Customer information, solicitation leads, marketing
and advertising materials, methods and manuals and forms, all of which pertain
to the activities or operations of the Company, names, home addresses and all
telephone numbers and e-mail addresses of the Company's employees, former
employees, clients and former clients. In addition, Confidential Information
also includes the identity of Customers and the identity of and telephone
numbers, e-mail addresses and other addresses of employees or agents of
Customers who are the persons with whom the Company's employees and agents
communicate in the ordinary course of business. For purposes of this Agreement,
the following will not constitute Confidential Information (i) information which
is or subsequently becomes generally available to the public through no act of
the Executive, (ii) information set forth in the written records of the
Executive prior to disclosure to the Executive by or on behalf of the Company
which information is given to the Company in writing as of or prior to the date
of this Agreement, and (iii) information which is lawfully obtained by the
Executive in writing from a third party (excluding any affiliates of the
Executive) who did not acquire such confidential information or trade secret,
directly or indirectly, from the Executive or the Company.

                  (b) Legitimate Business Interests. The Executive recognizes
that the Company has legitimate business interests to protect and as a
consequence, the Executive agrees to the restrictions contained in this
Agreement because they further the Company's legitimate business interests.
These legitimate business interests include, but are not limited to (i) patents,
patent applications and trade secrets; (iii) valuable confidential business or
professional information that otherwise does not qualify as patents, patent
applications or trade secrets, including all Confidential Information; (iii)
substantial relationships with specific prospective or existing Customers or
clients; (iv) Customer goodwill associated with the Company's business; and (v)
specialized training relating to the Company's business, technology, methods and
procedures.

                  (c) Confidentiality. For a period of two (2) years following
termination of employment, or as otherwise required by client privilege, the
Confidential Information shall be held by the Executive in the strictest
confidence and shall not, without the prior written consent of the Company, be
disclosed to any person other than in connection with the Executive's employment
by the Company. The Executive further acknowledges that such Confidential
Information as is acquired and used by the Company is a special, valuable and
unique asset. The Executive shall exercise all due and diligence precautions to
protect the integrity of the Company's Confidential Information and to keep it
confidential whether it is in written form, on electronic media or oral. The
Executive shall not copy any Confidential Information except to the extent
necessary to his employment nor remove any Confidential Information or copies
thereof from the Company's premises except to the extent necessary to his
employment and then only with the authorization of an officer of the Company.
All records, files, materials and other Confidential Information obtained by the
Executive in the course of his employment with the Company are confidential and
proprietary and shall remain the exclusive property of the Company or its
Customers, as the case may be. The Executive shall not, except in connection
with and as required by his performance of his duties under this Agreement, for
any reason use for his own benefit or the benefit of any person or entity with
which he may be associated or disclose any such Confidential Information to any
person, firm, corporation, association or other entity for any reason or purpose
whatsoever without the prior written consent of an officer of the Company
(excluding the executive, if applicable).


                                       5


                  (d) References to the Company in this Section 7 shall include
the Company's affiliates.

         8.       EQUITABLE RELIEF. The Company and the Executive recognize that
the services to be rendered under this Agreement by the Executive are special,
unique and of extraordinary character, and that in the event of the breach by
the Executive of the terms and conditions of this Agreement or if the Executive,
shall cease to be an employee of the Company for any reason and take any action
in violation of Section 6 and/or Section 7, the Company shall be entitled to
institute and prosecute proceedings in any court of competent jurisdiction to
enjoin the Executive from breaching the provisions of Section 6 or Section 7. In
such action, the Company shall not be required to plead or prove irreparable
harm or lack of an adequate remedy at law or post a bond or any security.

         9.       INVENTIONS, IDEAS, PROCESSES, AND DESIGNS. All inventions,
ideas, processes, programs, software, and designs (including all improvements)
(i) conceived or made by the Executive during the course of his employment with
the Company (whether or not actually conceived during regular business hours)
and for a period of six (6) months subsequent to the termination or expiration
of such employment with the Company and (ii) related to the business of the
Company, shall be disclosed in writing promptly to the Company and shall be the
sole and exclusive property of the Company. An invention, idea, process,
program, software, or design including an improvement) shall be deemed related
to the business of the Company if (a) it was made with the Company's equipment,
supplies, facilities, or Confidential Information, (b) results from work
performed by the Executive for the Company, or (c) pertains to the current
business or demonstrably anticipated research or development work of the
Company. The Executive shall cooperate with the Company and its attorneys in the
preparation of patent and copyright applications for such developments and, upon
request, shall promptly assign all such inventions, ideas, processes, and
designs to the Company. The decision to file for patent or copyright protection
or to maintain such development as a trade secret shall be in the sole
discretion of the Company, and the Executive shall be bound by such decision.
The Executive shall provide as a schedule to this Agreement, a complete list of
all inventions, ideas, processes, and designs, if any, patented or unpatented,
copyrighted or non-copyrighted, including a brief description, which he made or
conceived prior to his employment with the Company and which therefore are
excluded from the scope of this Agreement.

         10.      ASSIGNABILITY. The rights and obligations of the Company under
this Agreement shall inure to the benefit of and be binding upon the successors
and assigns of the Company. The Executive's obligations hereunder may not be
assigned or alienated and any attempt to do so by the Executive will be void.

         11.      SEVERABILITY.

                  (a) The Executive expressly agrees that the character,
duration and geographical scope of the non-competition provisions set forth in
this Agreement are reasonable in light of the circumstances as they exist on the
date hereof. Should a decision, however, be made at a later date by a court of


                                       6


competent jurisdiction that the character, duration or geographical scope of
such provisions is unreasonable, then it is the intention and the agreement of
the Executive and the Company that this Agreement shall be construed by the
court in such a manner as to impose only those restrictions on the Executive's
conduct that are reasonable in the light of the circumstances and as are
necessary to assure to the Company the benefits of this Agreement. If, in any
judicial proceeding, a court shall refuse to enforce all of the separate
covenants deemed included herein because taken together they are more extensive
than necessary to assure to the Company the intended benefits of this Agreement,
it is expressly understood and agreed by the parties hereto that the provisions
of this Agreement that, if eliminated, would permit the remaining separate
provisions to be enforced in such proceeding shall be deemed eliminated, for the
purposes of such proceeding, from this Agreement.

                  (b) If any provision of this Agreement otherwise is deemed to
be invalid or unenforceable or is prohibited by the laws of the state or
jurisdiction where it is to be performed, this Agreement shall be considered
divisible as to such provision and such provision shall be inoperative in such
state or jurisdiction and shall not be part of the consideration moving from
either of the parties to the other. The remaining provisions of this Agreement
shall be valid and binding and of like effect as though such provision were not
included.

         12.      NOTICES AND ADDRESSES. All notices, offers, acceptance and any
other acts under this Agreement (except payment) shall be in writing, and shall
be sufficiently given if delivered to the addressees in person, by Federal
Express or similar overnight delivery, or by facsimile delivery followed by
Federal Express or similar next business day delivery, as follows:


To the Company:                                 To the Executive:
       Portagy Corp.                                 Charles Wiesel
       6319 Olmi Landrith Drive                      9412 Oakmore Road
       Alexandria, VA 22307                          Los Angeles, CA 90035

or to such other address as either of them, by notice to the other may designate
from time to time. The transmission confirmation receipt from the sender's
facsimile machine shall be evidence of successful facsimile delivery. Time shall
be counted to, or from, as the case may be, the delivery in person or by
mailing.

         13.      COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument. The execution of this
Agreement may be by actual or facsimile signature.

         14.      ATTORNEY'S FEES. In the event that there is any controversy or
claim arising out of or relating to this Agreement, or to the interpretation,
breach or enforcement thereof, and any action or proceeding is commenced to
enforce the provisions of this Agreement, the prevailing party shall be entitled
to a reasonable attorney's fee, costs and expenses.

         15.      GOVERNING LAW. This Agreement and any dispute, disagreement,
or issue of construction or interpretation arising hereunder whether relating to
its execution, its validity, the obligations provided therein or performance


                                       7


shall be governed or interpreted according to the internal laws of the State of
Delaware without regard to choice of law considerations. This paragraph shall
apply to appellate and bankruptcy proceedings as well.

         16.      ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement between the parties and supersedes all prior oral and written
agreements between the parties hereto with respect to the subject matter hereof.
Neither this Agreement nor any provision hereof may be changed, waived,
discharged or terminated orally, except by a statement in writing signed by the
party or parties against which enforcement or the change, waiver discharge or
termination is sought.

        17.       ADDITIONAL DOCUMENTS. The parties hereto shall execute such
additional instruments as may be reasonably required by their counsel in order
to carry out the purpose and intent of this Agreement and to fulfill the
obligations of the parties hereunder.

         18.      SECTION AND PARAGRAPH HEADINGS. The section and paragraph
headings in this Agreement are for reference purposes only and shall not affect
the meaning or interpretation of this Agreement.

         19.      REPRESENTATIONS AND WARRANTIES. The Executive hereby
represents and warrants to the Company that he (i) is not subject to any written
nonsolicitation or noncompetition agreement affecting his employment with the
Company (other than any prior agreement with the Company or any Affiliate), (ii)
is not subject to any written confidentiality or nonuse/nondisclosure agreement
affecting his employment with the Company (other than any prior agreement with
the Company or any Affiliate), and (iii) has brought to the Company no patents,
patent applications, trade secrets, confidential business information,
documents, or other personal property of a prior employer.

         20.      CONFLICTS OF INTEREST. While employed by the Company, the
Executive shall not, directly or indirectly, unless approved by the Company's
board of directors:

                  (a) participate as an individual in any way in the benefits of
transactions with any of the Company's suppliers or Customers, including,
without limitation, having a financial interest in the Company's suppliers or
Customers, or making loans to, or receiving loans, from, the Company's suppliers
or Customers;

                  (b) realize a personal gain or advantage from a transaction in
which the Company has an interest or use information obtained in connection with
the Executive's employment with the Company for the Executive's personal
advantage or gain; or

                  (c) accept any offer to serve as an officer, director,
partner, consultant, manager with, or to be employed in a technical capacity by,
a person or entity which does business with the Company.

                  (d) References to the Company in this Section 20 shall include
the Company's affiliates.

         21.      INDEBTEDNESS. If, during the course of the Executive's
employment under this Agreement, the Executive becomes indebted to the Company


                                       8


for any reason, the Company may, if it so elects, set off any sum due to the
Company from the Executive and collect any remaining balance from the Executive.

         IN WITNESS WHEREOF, the Company and the Executive have executed this
Agreement as of the date and year first above written.

                                  PORTAGY CORP.



___________________________         By: ____________________________________
                                        James Davidson, Authorized Signatory

                                    EXECUTIVE



___________________________         By: ____________________________________
                                        Charles Wiesel


                                       9


                                   EXHIBIT "A"
                             PRE-EXISTING CUSTOMERS





         The Pre-Existing Customers of Executive are:

         1.

         2.

         3.

         4.


                                       10

EX-10.6

                                                                    EXHIBIT 10.6


                               SERVICES AGREEMENT

         This SERVICES AGREEMENT (the "Agreement") is entered into as of the
10th day of April, 2006 by and between PORTAGY CORP., a Delaware corporation
(the "Company"), and TRIPLE D HOLDING COMPANY, LLC, a California limited
liability company (the "Service Provider").

        WHEREAS, the Company desires to retain the services of the Service
Provider and the Service Provider is willing to accept such service arrangement
and render such services, all upon and subject to the terms and conditions
contained in this Agreement;

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants set forth in this Agreement, and intending to be legally bound, the
Company and the Service Provider agree as follows:

         1.       TERM.

                  (a) Initial Term. The initial term of this Agreement shall be
for a period of twenty-four (24) months commencing on the date of this Agreement
(the "Initial Term"), subject to Section 5. The Initial Term, together with any
extensions, is referred to herein as the "Term."

                  (b) Continuing Effect. Notwithstanding any termination of the
Service Provider's services hereunder, at the end of a Term or otherwise, the
provisions of Sections 6 and 7 shall remain in full force and effect and the
provisions of Section 7 shall be binding upon the legal representatives,
successors and assigns of the Service Provider.

         2.       DUTIES. The Service Provider shall act as liaison for the
Company in dealing with and managing (i) the Company's sales, marketing and
vendor relationships; (ii) the Company's logistic and distribution needs;; and
(iii) the Company's packaging needs. These duties will be performed in concert
with and full knowledge of the Company's Chief Executive Officer. The services
provided by Service Provider to the Company hereunder shall be performed
primarily by Patrick C. Dickson, Ph.D.

         3.       COMPENSATION AND EXPENSES.

                  (a) Compensation. An ongoing service fee of $10,000 per month
shall be payable to the Service Provider, with the first payment due on May 10,
2006 and on the 10th day of each month thereafter, during the duration the Term
of this Agreement. The monthly service fee shall be prorated for any period of
service less than one month.

                  (b) Expenses. During the Term, the Company shall reimburse or
advance funds to the Service Provider for all reasonable travel, entertainment
and miscellaneous expenses incurred in connection with the performance of his
duties under this Agreement, subject to prior approval by the Company and
receipt by the Company of reasonable evidence of such expenses.





                  (c) Warrants. Within ten (10) days following the merger of the
Company with Cell Power Technologies, Inc., the Company shall cause Cell Power
Technologies, Inc to issue Service Provider warrants to purchase a number of
shares of its common stock equal to 229,500 multiplied by the conversion ratio
for Company capital stock in connection with the merger at a price equal to
$0.75 per share divided by said conversion ratio. In the event that the merger
with Cell Power Technologies, Inc. does not close by May 31, 2006, the Company
shall issue to Service Provider warrants to purchase 229,500 shares of its
common stock at $0.75 per share.

                  (d) Adherence to Inside Information Policies. The Service
Provider acknowledges that if the Company becomes publicly-held whether directly
or through an affiliate, successor, subsidiary, an acquisition or a merger and,
has implemented or will implement inside information policies designed to
preclude its employees and service providers from violating the federal
securities laws by trading on material, non-public information or passing such
information on to others in breach of any duty owed to the Company, the Service
Provider shall promptly execute any agreements generally distributed by the
Company to its employees and service providers requiring such employees and
service providers to abide by its inside information policies.

                  (e) Commissions. The Company shall pay Service Provider a
commission in the amount of 3% of Net Sales (i) procured by Service Provider on
behalf of Company during the Term and/or (ii) generated from an account which
was established during the Term by Service Provider on behalf of the Company,
provided that the sale giving rise to such commission occurs within three (3)
years from the Company's first sale to such account. "Net Sales" means gross
revenue of the Company in connection with the sale of the Company's Porta Jump
products, less any discounts, returns and rebates and/or price adjustments.
Company shall submit to Service Provider any commissions earned pursuant to this
Section 3(e) within thirty (30) days from the end of each month (or the end of
the Term if earlier).

         4.       INDEPENDENT CONTRACTOR RELATIONSHIP.

                  (a) The Service Provider acknowledges that he is an
independent contractor and not an employee of the Company, and that he is not
the legal representative or agent of, nor does he have the power to obligate the
Company for any purpose other than specifically provided in this Agreement. The
Service Provider further acknowledges that the scope of his engagement hereunder
does not include any supervisory responsibilities with respect to the Company's
personnel. The Service Provider expressly acknowledges that the relationship
intended to be created by this Agreement is a business relationship based
entirely on, and circumscribed by, the express provisions of this Agreement and
that no partnership, joint venture, agency, fiduciary or employment relationship
is intended or created by reason of this Agreement.

                  (b) The Company shall carry no worker's compensation insurance
or any health or accident insurance to cover the Service Provider. The Company
shall not pay contributions to social security, unemployment insurance, federal
or state withholding taxes, nor provide any other contributions or benefits,
which might be expected in an employer-employee relationship. The Service
Provider shall not be entitled to medical coverage, life insurance or to
participation in any current or future Company pension plan, or Company defined
benefit plan.

                                       2


                  (c) The Company shall issue Service Provider a Form 1099 for
all payments made hereunder. All taxes, withholding and the like on any and all
amounts paid under this Agreement shall be Service Provider's responsibility.
Service Provider agrees that he shall indemnify and hold the Company, its
affiliates, and agents, harmless from and against any judgments, fines, costs,
or fees associated with such payments hereunder.

         5.       TERMINATION. Either party may terminate this Agreement for any
reason upon ninety (90) days' written notice.

         6.       NON-COMPETITION AGREEMENT.

                  (a) Competition with the Company. Until termination of this
Agreement and for a period of twenty-four (24) months commencing on the date of
termination, the Service Provider, directly or indirectly or, in association
with or as a stockholder, director, officer, consultant, employee, partner,
joint venturer, member or otherwise of or through any person, firm, corporation,
partnership, association or other entity ("any of the foregoing defined as an
"Affiliated Entity") shall not provide manufacturing, sales, marketing or
business development services to any entity which manufactures, markets, sells
or distributes products similar to the products manufactured, marketed or
distributed by the Company (the "Products") anywhere in the world where the
Company is engaged in the offer and sale of the Products. Provided, however, the
foregoing provisions shall not prohibit the Service Provider from owning up to
5% of the securities of any publicly-traded enterprise provided the Service
Provider is not an employee, director, officer, consultant to such enterprise or
otherwise reimbursed for services rendered to such enterprise.

                  (b) Solicitation of Employees. During the periods in which the
provisions of Section 6(a) shall be in effect, the Service Provider, directly or
indirectly including through any Affiliated Entity shall not solicit, hire or
contact any employee of the Company for the purpose of hiring them or causing
them to terminate their employment relationship with the Company.

                  (c) No Payment. The Service Provider acknowledges and agrees
that no separate or additional payment will be required to be made to him in
consideration of his undertakings in this Section.

                  (d) References to the Company in this Section 6 shall include
the Company's affiliates.

         7.       NON-DISCLOSURE OF CONFIDENTIAL INFORMATION.

                  (a) Confidential Information. Confidential Information
includes, but is not limited to, patents, patent applications and other
intellectual property rights, and trade secrets as defined by the common law and
statute in Delaware or any future Delaware statute, processes, policies,
procedures, techniques including recruiting techniques, designs, drawings,
know-how, show-how, technical information, specifications, computer software and
source code, information and data relating to the development, research,
testing, costs, marketing and uses of the Products, the Company's budgets and
strategic plans, and the identity and special needs of customers, databases,
data, all technology relating to the Company's businesses, systems, methods of


                                       3


operation, customer lists, customer information, solicitation leads, marketing
and advertising materials, methods and manuals and forms, all of which pertain
to the activities or operations of the Company, names, home addresses and all
telephone numbers and e-mail addresses of the Company's employees, former
employees, clients and former clients. In addition, Confidential Information
also includes the identity of customers and the identity of and telephone
numbers, e-mail addresses and other addresses of employees or agents of
customers who are the persons with whom the Company's employees and agents
communicate in the ordinary course of business. For purposes of this Agreement,
the following will not constitute Confidential Information (i) information which
is or subsequently becomes generally available to the public through no act of
the Service Provider, (ii) information set forth in the written records of the
Service Provider prior to disclosure to the Service Provider by or on behalf of
the Company which information is given to the Company in writing as of or prior
to the date of this Agreement, and (iii) information which is lawfully obtained
by the Service Provider in writing from a third party (excluding any affiliates
of the Service Provider) who did not acquire such confidential information or
trade secret, directly or indirectly, from the Service Provider or the Company.

                  (b) Legitimate Business Interests. The Service Provider
recognizes that the Company has legitimate business interests to protect and as
a consequence, the Service Provider agrees to the restrictions contained in this
Agreement because they further the Company's legitimate business interests.
These legitimate business interests include, but are not limited to (i) patents,
patent applications and trade secrets; (iii) valuable confidential business or
professional information that otherwise does not qualify as patents, patent
applications or trade secrets, including all Confidential Information; (iii)
substantial relationships with specific prospective or existing customers or
clients; (iv) customer goodwill associated with the Company's business; and (v)
specialized training relating to the Company's business, technology, methods and
procedures.

                  (c) Confidentiality. For a period of two (2) years following
termination of Service Provider's services hereunder, or as otherwise required
by client privilege, the Confidential Information shall be held by the Service
Provider in the strictest confidence and shall not, without the prior written
consent of the Company, be disclosed to any person other than in connection with
the Service Provider's services to the Company. The Service Provider further
acknowledges that such Confidential Information as is acquired and used by the
Company is a special, valuable and unique asset. The Service Provider shall
exercise all due and diligence precautions to protect the integrity of the
Company's Confidential Information and to keep it confidential whether it is in
written form, on electronic media or oral. The Service Provider shall not copy
any Confidential Information except to the extent necessary to his services
hereunder nor remove any Confidential Information or copies thereof from the
Company's premises except to the extent necessary to provide his services and
then only with the authorization of an officer of the Company. All records,
files, materials and other Confidential Information obtained by the Service
Provider in the course of the his services to the Company are confidential and
proprietary and shall remain the exclusive property of the Company or its
customers, as the case may be. The Service Provider shall not, except in
connection with and as required by his performance of his services under this
Agreement, for any reason use for his own benefit or the benefit of any person
or entity with which he may be associated or disclose any such Confidential
Information to any person, firm, corporation, association or other entity for
any reason or purpose whatsoever without the prior written consent of an officer
of the Company.

                  (d) References to the Company in this Section 7 shall include
the Company's affiliates.

                                       4


         8.       EQUITABLE RELIEF. The Company and the Service Provider
recognize that the services to be rendered under this Agreement by the Service
Provider are special, unique and of extraordinary character, and that in the
event of the breach by the Service Provider of the terms and conditions of this
Agreement or if the Service Provider, shall cease to provide services to the
Company for any reason and take any action in violation of Section 6 and/or
Section 7, the Company shall be entitled to institute and prosecute proceedings
in any court of competent jurisdiction to enjoin the Service Provider from
breaching the provisions of Section 6 or Section 7. In such action, the Company
shall not be required to plead or prove irreparable harm or lack of an adequate
remedy at law or post a bond or any security.

         9.       INVENTIONS, IDEAS, PROCESSES, AND DESIGNS. All inventions,
ideas, processes, programs, software, and designs (including all improvements)
(i) conceived or made by the Service Provider during the course of providing
services to the Company and (ii) related to the business of the Company, shall
be disclosed in writing promptly to the Company and shall be the sole and
exclusive property of the Company. An invention, idea, process, program,
software, or design including an improvement) shall be deemed related to the
business of the Company if (a) it was made with the Company's equipment,
supplies, facilities, or Confidential Information, (b) results from work
performed by the Service Provider for the Company, or (c) pertains to the
current business or demonstrably anticipated research or development work of the
Company. The Service Provider shall cooperate with the Company and its attorneys
in the preparation of patent and copyright applications for such developments
and, upon request, shall promptly assign all such inventions, ideas, processes,
and designs to the Company. The decision to file for patent or copyright
protection or to maintain such development as a trade secret shall be in the
sole discretion of the Company, and the Service Provider shall be bound by such
decision. The Service Provider shall provide as a schedule to this Agreement, a
complete list of all inventions, ideas, processes, and designs, if any, patented
or unpatented, copyrighted or non-copyrighted, including a brief description,
which he made or conceived prior to this Agreement and which therefore are
excluded from the scope of this Agreement.

         10.      ASSIGNABILITY. The rights and obligations of the Company under
this Agreement shall inure to the benefit of and be binding upon the successors
and assigns of the Company. The Service Provider's obligations hereunder may not
be assigned or alienated and any attempt to do so by the Service Provider will
be void.

         11.      SEVERABILITY.

                  (a) The Service Provider expressly agrees that the character,
duration and geographical scope of the non-competition provisions set forth in
this Agreement are reasonable in light of the circumstances as they exist on the
date hereof. Should a decision, however, be made at a later date by a court of
competent jurisdiction that the character, duration or geographical scope of
such provisions is unreasonable, then it is the intention and the agreement of
the Service Provider and the Company that this Agreement shall be construed by
the court in such a manner as to impose only those restrictions on the Service
Provider's conduct that are reasonable in the light of the circumstances and as
are necessary to assure to the Company the benefits of this Agreement. If, in
any judicial proceeding, a court shall refuse to enforce all of the separate
covenants deemed included herein because taken together they are more extensive
than necessary to assure to the Company the intended benefits of this Agreement,
it is expressly understood and agreed by the parties hereto that the provisions
of this Agreement that, if eliminated, would permit the remaining separate


                                       5


provisions to be enforced in such proceeding shall be deemed eliminated, for the
purposes of such proceeding, from this Agreement.

                  (b) If any provision of this Agreement otherwise is deemed to
be invalid or unenforceable or is prohibited by the laws of the state or
jurisdiction where it is to be performed, this Agreement shall be considered
divisible as to such provision and such provision shall be inoperative in such
state or jurisdiction and shall not be part of the consideration moving from
either of the parties to the other. The remaining provisions of this Agreement
shall be valid and binding and of like effect as though such provisions were not
included.

         12.      NOTICES AND ADDRESSES. All notices, offers, acceptance and any
other acts under this Agreement (except payment) shall be in writing, and shall
be sufficiently given if delivered to the addressees in person, by Federal
Express or similar overnight delivery, or by facsimile delivery followed by
Federal Express or similar next business day delivery, as follows:

         To the Company:                  To the Service Provider:

            Portagy Corp.                   Triple D Holding Company, LLC
            21800 Burbank Blvd.             6816 Poppyview Drive
            Suite 150                       Oak Park, CA 91377
            Woodland Hills, CA 91367        Attention: Patrick C. Dickson, Ph.D.
            Attention:  Charles Wiesel

or to such other address as either of them, by notice to the other may designate
from time to time. The transmission confirmation receipt from the sender's
facsimile machine shall be evidence of successful facsimile delivery. Time shall
be counted to, or from, as the case may be, the delivery in person or by
mailing.

         13.      COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument. The execution of this
Agreement may be by actual or facsimile signature.

         14.      ATTORNEY'S FEES. In the event that there is any controversy or
claim arising out of or relating to this Agreement, or to the interpretation,
breach or enforcement thereof, and any action or proceeding is commenced to
enforce the provisions of this Agreement, the prevailing party shall be entitled
to a reasonable attorney's fee, costs and expenses.

         15.      GOVERNING LAW. This Agreement and any dispute, disagreement,
or issue of construction or interpretation arising hereunder whether relating to
its execution, its validity, and the obligations provided therein or performance
shall be governed or interpreted according to the internal laws of the State of
Delaware without regard to choice of law considerations. This paragraph shall
apply to appellate and bankruptcy proceedings as well.

         16.      ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement between the parties and supersedes all prior oral and written
agreements between the parties hereto with respect to the subject matter hereof.


                                       6


Neither this Agreement nor any provision hereof may be changed, waived,
discharged or terminated orally, except by a statement in writing signed by the
party or parties against whom enforcement or the change, waiver discharge or
termination is sought.

         17.      ADDITIONAL DOCUMENTS. The parties hereto shall execute such
additional instruments as may be reasonably required by their counsel in order
to carry out the purpose and intent of this Agreement and to fulfill the
obligations of the parties hereunder.

         18.      SECTION AND PARAGRAPH HEADINGS. The section and paragraph
headings in this Agreement are for reference purposes only and shall not affect
the meaning or interpretation of this Agreement.




                            [Signatures on Next Page]

                                       7



         IN WITNESS WHEREOF, the Company and the Service Provider have executed
this Agreement as of the date and year first above written.

                                    COMPANY:

                                    PORTAGY CORP.



___________________________         By: _______________________________________
                                        Charles Wiesel, Chief Executive Officer


                                    SERVICE PROVIDER:

                                    TRIPLE D HOLDING COMPANY, LLC

___________________________         By: ________________________________
                                        Patrick Dickson, Ph.D.


                                       8

EX-10.7

                                                                    EXHIBIT 10.7

THIS WARRANT AND THE UNDERLYING SHARES OF COMMON STOCK HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), OR ANY OTHER SECURITIES
LAWS, HAVE BEEN TAKEN FOR INVESTMENT, AND MAY NOT BE SOLD OR TRANSFERRED OR
OFFERED FOR SALE OR TRANSFER UNLESS A REGISTRATION STATEMENT UNDER THE
SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAWS WITH RESPECT TO SUCH
SECURITIES IS THEN IN EFFECT, OR IN THE OPINION OF COUNSEL TO THE ISSUER OF
THESE SECURITIES, SUCH REGISTRATION UNDER THE SECURITIES ACT AND OTHER
APPLICABLE SECURITIES LAWS IS NOT REQUIRED.

                              Date: July ___, 2006

                      WARRANT FOR THE PURCHASE OF SHARES OF

                  COMMON STOCK OF CELL POWER TECHNOLOGIES, INC.

         THIS IS TO CERTIFY that, for value received, _______________, his
successors and assigns (the "Holder"), is entitled to purchase, subject to the
terms and conditions hereinafter set forth, ______________ shares of Cell Power
Technologies, Inc., a Florida corporation (the "Company") common stock,
$_______________ par value per share ("Common Stock"), and to receive
certificates for the Common Stock so purchased. The exercise price of this
Warrant is $_________ per share, subject to adjustment as provided below (the
"Exercise Price").

         1.       EXERCISE PERIOD AND VESTING. This Warrant shall vest and
become exercisable by the Holder beginning upon the earlier of (i) the effective
date of a registration statement with respect to the public sale of the Common
Stock issuable upon the exercise of this Warrant or (ii) one year from the date
of this Warrant, and ending at 5:00 p.m., New York, New York time,
__________________ (the "Exercise Period"). This Warrant will terminate
automatically and immediately upon the expiration of the Exercise Period.

         2.       EXERCISE OF WARRANT; CASHLESS EXERCISE. This Warrant may be
exercised, in whole or in part, at any time and from time to time during the
Exercise Period. Such exercise shall be accomplished by tender to the Company of
an amount equal to the Exercise Price multiplied by number of underlying shares
being purchased (the "Purchase Price"), either (a) in cash, by wire transfer or
by certified check or bank cashier's check, payable to the order of the Company,
or (b) by surrendering such number of shares of Common Stock received upon
exercise of this Warrant with an aggregate Fair Market Value (as defined below)
equal to the Purchase Price (as described in the following paragraph (a
"Cashless Exercise"), together with presentation and surrender to the Company of



this Warrant with an executed subscription agreement in substantially the form
attached hereto as Exhibit A (the "Subscription"). Upon receipt of the
foregoing, the Company will deliver to the Holder, as promptly as possible, a
certificate or certificates representing the shares of Common Stock so
purchased, registered in the name of the Holder or its transferee (as permitted
under Section 3 below). With respect to any exercise of this Warrant, the Holder
will for all purposes be deemed to have become the holder of record of the
number of shares of Common Stock purchased hereunder on the date a properly
executed Subscription and payment of the Purchase Price is received by the
Company (the "Exercise Date"), irrespective of the date of delivery of the
certificate evidencing such shares, except that, if the date of such receipt is
a date on which the stock transfer books of the Company are closed, such person
will be deemed to have become the holder of such shares at the close of business
on the next succeeding date on which the stock transfer books are open.
Fractional shares of Common Stock will not be issued upon the exercise of this
Warrant. In lieu of any fractional shares that would have been issued but for
the immediately preceding sentence, the Holder will be entitled to receive cash
equal to the current market price of such fraction of a share of Common Stock on
the trading day immediately preceding the Exercise Date. In the event this
Warrant is exercised in part, the Company shall issue a new Warrant to the
Holder covering the aggregate number of shares of Common Stock as to which this
Warrant remains exercisable for.

         If the Holder elects to conduct a Cashless Exercise, the Company shall
cause to be delivered to the Holder a certificate or certificates representing
the number of shares of Common Stock computed using the following formula:

         X = Y (A-B)
                 A

         Where:
                    X    =   the number of shares of Common Stock to be issued
                             to Holder;

                    Y    =   the portion of the Warrant (in number of shares
                             of Common Stock) being exercised by Holder (at the
                             date of such calculation);

                    A    =   the Fair Market Value (as defined below) of one
                             share of Common Stock on the Exercise Date,
                             calculated by taking the average Fair Market Value
                             over the last 10 trading days (not including the
                             Exercise Date); and

                    B    =   Warrant Price (as adjusted to the date of such
                             calculation).

         Fair Market Value shall mean: (i) if the principal trading market for
such securities is a national securities exchange, The Nasdaq Stock Market (if
not then a national securities exchange) or the Over-the-Counter Bulletin Board
("OTCBB") (or a similar system then in use), the last reported sales price on
the principal market the trading day immediately prior to such Exercise Date; or
(ii) if (i) is not applicable, and if bid and ask prices for shares of Common
Stock are reported by the principal trading market or the PinkSheets.com, the
average of the high bid and low ask prices so reported for the trading day


                                       2


immediately prior to such Exercise Date. Notwithstanding the foregoing, if there
is no last reported sales price or bid and ask prices, as the case may be, for
the day in question, then Fair Market Value shall be determined as of the latest
day prior to such day for which such last reported sales price or bid and ask
prices, as the case may be, are available, unless such securities have not been
traded on an exchange or in the over-the-counter market for 30 or more days
immediately prior to the day in question, in which case the Fair Market Value
shall be determined in good faith by, and reflected in a formal resolution of,
the board of directors of the Company.

         3.       TRANSFERABILITY AND EXCHANGE.

                  (a) This Warrant, and the Common Stock issuable upon the
exercise hereof, may not be sold, transferred, pledged or hypothecated unless
the Company shall have been provided with an opinion of counsel reasonably
satisfactory to the Company that such transfer is not in violation of the
Securities Act, and any applicable state securities laws. Subject to the
satisfaction of the aforesaid condition, this Warrant and the underlying shares
of Common Stock shall be transferable from time to time by the Holder upon
written notice to the Company. If this Warrant is transferred, in whole or in
part, the Company shall, upon surrender of this Warrant to the Company, deliver
to each transferee a Warrant evidencing the rights of such transferee to
purchase the number of shares of Common Stock that such transferee is entitled
to purchase pursuant to such transfer. The Company may place a legend similar to
the legend at the top of this Warrant on any replacement Warrant and on each
certificate representing shares issuable upon exercise of this Warrant or any
replacement Warrants. Only a registered Holder may enforce the provisions of
this Warrant against the Company. A transferee of the original registered Holder
becomes a registered Holder only upon delivery to the Company of the original
Warrant and an original Assignment, substantially in the form set forth in
Exhibit B attached hereto.

                  (b) This Warrant is exchangeable upon its surrender by the
Holder to the Company for new Warrants of like tenor and date representing in
the aggregate the right to purchase the number of shares purchasable hereunder,
each of such new Warrants to represent the right to purchase such number of
shares as may be designated by the Holder at the time of such surrender (not to
exceed the aggregate number of shares underlying this Warrant).

         4.       ADJUSTMENTS TO EXERCISE PRICE AND NUMBER OF SHARES SUBJECT
TO WARRANT. The Exercise Price and the number of shares of Common Stock
purchasable upon the exercise of this Warrant are subject to adjustment from
time to time upon the occurrence of any of the events specified in this Section
4. For the purpose of this Section 4, "Common Stock" means shares now or
hereafter authorized of any class of common stock of the Company, however
designated, that has the right to participate in any distribution of the assets
or earnings of the Company without limit as to per share amount (excluding, and
subject to any prior rights of, any class or series of preferred stock).

                  (a) In case the Company shall (i) pay a dividend or make a
distribution in shares of Common Stock to holders of shares of Common Stock,
(ii) subdivide its outstanding shares of Common Stock into a greater number of
shares, (iii) combine its outstanding shares of Common Stock into a smaller
number of shares, or (iv) issue by reclassification of its shares of Common
Stock other securities of the Company, then the Exercise Price in effect at the


                                       3


time of the record date for such dividend or on the effective date of such
subdivision, combination or reclassification, and/or the number and kind of
securities issuable on such date, shall be proportionately adjusted so that the
Holder of the Warrant thereafter exercised shall be entitled to receive the
aggregate number and kind of shares of Common Stock (or such other securities
other than Common Stock) of the Company, at the same aggregate Exercise Price,
that, if such Warrant had been exercised immediately prior to such date, the
Holder would have owned upon such exercise and been entitled to receive by
virtue of such dividend, distribution, subdivision, combination or
reclassification. Such adjustment shall be made successively whenever any event
listed above shall occur.

                  (b) In case the Company shall fix a record date for the making
of a distribution to all holders of Common Stock (including any such
distribution made in connection with a consolidation or merger in which the
Company is the surviving corporation) of cash, evidences of indebtedness or
assets, or subscription rights or warrants, the Exercise Price to be in effect
after such record date shall be determined by multiplying the Exercise Price in
effect immediately prior to such record date by a fraction, the numerator of
which shall be the Fair Market Value per share of Common Stock on such record
date, less the amount of cash so to be distributed or the fair market value (as
determined in good faith by, and reflected in a formal resolution of, the board
of directors of the Company) of the portion of the assets or evidences of
indebtedness so to be distributed, or of such subscription rights or warrants,
applicable to one share of Common Stock, and the denominator of which shall be
the Fair Market Value per share of Common Stock. Such adjustment shall be made
successively whenever such a record date is fixed; and in the event that such
distribution is not so made, the Exercise Price shall again be adjusted to be
the Exercise Price which would then be in effect if such record date had not
been fixed.

                  (c) Notwithstanding any provision herein to the contrary, no
adjustment in the Exercise Price shall be required unless such adjustment would
require an increase or decrease of at least 1% in the Exercise Price; provided,
however, that any adjustments which by reason of this Section 4 are not required
to be made shall be carried forward and taken into account in any subsequent
adjustment. All calculations under this Section 4 shall be made to the nearest
cent or the nearest one-hundredth of a share, as the case may be.

                  (d) In the event that at any time, as a result of an
adjustment made pursuant to Section 4(a) above, the Holder of any Warrant
thereafter exercised shall become entitled to receive any shares of capital
stock of the Company other than shares of Common Stock, thereafter the number of
such other shares so receivable upon exercise of any Warrant shall be subject to
adjustment from time to time in a manner and on terms as nearly equivalent as
practicable to the provisions with respect to the shares of Common Stock
contained in this Section 4, and the other provisions of this Warrant shall
apply on like terms to any such other shares.

                  (e) If the Company merges or consolidates into or with another
corporation or entity, or if another corporation or entity merges into or with
the Company (excluding such a merger in which the Company is the surviving or
continuing corporation and which does not result in any reclassification,
conversion, exchange, or cancellation of the outstanding shares of Common
Stock), or if all or substantially all of the assets or business of the Company


                                       4


are sold or transferred to another corporation, entity, or person, then, as a
condition to such consolidation, merger, or sale (any a "Transaction"), lawful
and adequate provision shall be made whereby the Holder shall have the right
from and after the Transaction to receive, upon exercise of this Warrant and
upon the terms and conditions specified herein and in lieu of the shares of the
Common Stock that would have been issuable if this Warrant had been exercised
immediately before the Transaction, such shares of stock, securities, or assets
as the Holder would have owned immediately after the Transaction if the Holder
had exercised this Warrant immediately before the effective date of the
Transaction.

                  (f) In case any event shall occur as to which the other
provisions of this Section 4 are not strictly applicable but the failure to make
any adjustment would not fairly protect the purchase rights represented by this
Warrant in accordance with the essential intent and principles hereof, then, in
each such case, the Company shall effect such adjustment, on a basis consistent
with the essential intent and principles established in this Section 4, as may
be necessary to preserve, without dilution, the purchase rights represented by
this Warrant.

         5.       REGISTRATION RIGHTS.

                  (a) No Registration Under the Securities Act. The Warrant and
shares of Common Stock issuable upon exercise of the Warrant have not been
registered under the Securities Act. When exercised, the stock certificates
shall bear the following legend unless two years have elapsed since the date of
issuance of this Warrant and the shares of Common Stock are issued in a cashless
exercise pursuant to Section 2 hereof.

                  "The securities represented by this certificate have not been
registered under the Securities Act of 1933 (the "Securities Act"), and may not
be offered for sale or sold except pursuant to (i) an effective registration
statement under the Securities Act, or (ii) an opinion of counsel, if such
opinion and counsel shall be reasonably satisfactory to counsel to the issuer,
that an exemption from registration under the Securities Act is available".

                  (b) Registration. The Holder is entitled to registration
rights as provided in a separate Registration Rights Agreement.

         6.       RESERVATION OF SHARES. The Company agrees at all times to
reserve and hold available out of its authorized but unissued shares of Common
Stock the number of shares of Common Stock issuable upon the full exercise of
this Warrant. The Company further covenants and agrees that all shares of Common
Stock that may be delivered upon the exercise of this Warrant will, upon
delivery, be fully paid and nonassessable and free from all taxes, liens and
charges with respect to the purchase thereof hereunder.

         7.       NOTICES TO HOLDER. Upon any adjustment of the Exercise Price
(or number of shares of Common Stock issuable upon the exercise of this Warrant)
pursuant to Section 4, the Company shall promptly thereafter cause to be given
to the Holder written notice of such adjustment. Such notice shall include the
Exercise Price (and/or the number of shares of Common Stock issuable upon the
exercise of this Warrant) after such adjustment, and shall set forth in
reasonable detail the Company's method of calculation and the facts upon which
such calculations were based. Where appropriate, such notice shall be given in
advance and included as a part of any notice required to be given under the
other provisions of this Section 7.

                                       5


         In the event of (a) any fixing by the Company of a record date with
respect to the holders of any class of securities of the Company for the purpose
of determining which of such holders are entitled to dividends or other
distributions, or any rights to subscribe for, purchase or otherwise acquire any
shares of capital stock of any class or any other securities or property, or to
receive any other right, (b) any capital reorganization of the Company, or
reclassification or recapitalization of the capital stock of the Company or any
transfer of all or substantially all of the assets or business of the Company
to, or consolidation or merger of the Company with or into, any other entity or
person, or (c) any voluntary or involuntary dissolution or winding up of the
Company, then and in each such event the Company will give the Holder a written
notice specifying, as the case may be (i) the record date for the purpose of
such dividend, distribution, or right, and stating the amount and character of
such dividend, distribution, or right; or (ii) the date on which any such
reorganization, reclassification, recapitalization, transfer, consolidation,
merger, conveyance, dissolution, liquidation, or winding up is to take place and
the time, if any is to be fixed, as of which the holders of record of Common
Stock (or such capital stock or securities receivable upon the exercise of this
Warrant) shall be entitled to exchange their shares of Common Stock (or such
other stock securities) for securities or other property deliverable upon such
event. Any such notice shall be given at least 10 days prior to the earliest
date therein specified.

         8.       NO RIGHTS AS A STOCKHOLDER. This Warrant does not entitle the
Holder to any voting rights or other rights as a stockholder of the Company, nor
to any other rights whatsoever except the rights herein set forth. Provided,
however, the Company shall not enter into any merger agreement in which it is
not the surviving entity, or sell all or substantially all of its assets unless
the Company shall have first provided the Holder with 20 days prior written
notice.

         9.       ADDITIONAL COVENANTS OF THE COMPANY. For so long as the Common
Stock is listed for trading or trades on any national securities exchange or The
Nasdaq Stock Market, the Company shall, upon issuance of any shares for which
this Warrant is exercisable, at its expense, promptly obtain and maintain the
listing or qualifications for trading of such shares.

         The Company shall comply with the reporting requirements of Sections 13
and 15(d) of the Securities Exchange Act of 1934 for so long as and to the
extent that such requirements apply to the Company.

         The Company shall not, by amendment of its Articles of Incorporation or
through any reorganization, transfer of assets, consolidation, merger,
dissolution, issuance or sale of securities, or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms of this
Warrant. Without limiting the generality of the foregoing, the Company (a) will
at all times reserve and keep available, solely for issuance and delivery upon
exercise of this Warrant, shares of Common Stock issuable from time to time upon
exercise of this Warrant, (b) will not increase the par value of any shares of
Common Stock issuable upon exercise of this Warrant above the amount payable
therefor upon such exercise, and (c) will take all such actions as may be
necessary or appropriate in order that the Company may validly and legally issue
fully paid and nonassessable stock.

         10.      SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon
and inure to the benefit of the Company, the Holder and their respective
successors and permitted assigns.

                                       6


         11.      NOTICES. The Company agrees to maintain a ledger of the
ownership of this Warrant (the "Ledger"). Any notice hereunder shall be given by
Federal Express or other overnight delivery service for delivery on the next
business day if to the Company, at its principal executive office and, if to the
Holder, to its address shown in the Ledger of the Company; provided, however,
that either the Company or the Holder may at any time on three days written
notice to the other designate or substitute another address where notice is to
be given. Notice shall be deemed given and received after a Federal Express or
other overnight delivery service is delivered to the carrier.

         12.      SEVERABILITY. Every provision of this Warrant is intended to
be severable. If any term or provision hereof is illegal or invalid for any
reason whatsoever, such illegality or invalidity shall not affect the remainder
of this Warrant.

         13.      GOVERNING LAW. This Warrant shall be governed by and construed
in accordance with the laws of the State of Florida without giving effect to the
principles of choice of laws thereof.

         14.      ATTORNEYS' FEES. In any action or proceeding brought to
enforce any provision of this Warrant, the prevailing party shall be entitled to
recover reasonable attorneys' fees in addition to its costs and expenses and any
other available remedies.

         15.      ENTIRE AGREEMENT. This Warrant (including the Exhibits
attached hereto) constitutes the entire understanding between the Company and
the Holder with respect to the subject matter hereof, and supersedes all prior
negotiations, discussions, agreements and understandings relating to such
subject matter. This Warrant may be evidenced by a warrant certificate.

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its
duly authorized officer as of the date first set forth above.

                                    Cell Power Technologies, Inc.


                                    By: _____________________________________
                                        Jacob Herskovits
                                        President and Chief Executive Officer

                                       7


                                    Exhibit A

                                SUBSCRIPTION FORM

(To be Executed by the Holder to Exercise the Rights To Purchase Common Stock
Evidenced by the Within Warrant)

         The undersigned hereby irrevocably subscribes for _______ shares of the
Common Stock (the "Stock") of Cell Power Technologies, Inc. (the "Company")
pursuant to and in accordance with the terms and conditions of the attached
Warrant (the "Warrant"), and hereby makes payment of $_______ therefor by
[tendering cash, wire transferring or delivering a certified check or bank
cashier's check, payable to the order of the Company] [surrendering _______
shares of Common Stock received upon exercise of the Warrant, which shares have
an aggregate fair market value equal to such payment as required in Section 2 of
the Warrant]. The undersigned requests that a certificate for the Stock be
issued in the name of the undersigned and be delivered to the undersigned at the
address stated below. If the Stock is not all of the shares purchasable pursuant
to the Warrant, the undersigned requests that a new Warrant of like tenor for
the balance of the remaining shares purchasable thereunder be delivered to the
undersigned at the address stated below.

         In connection with the issuance of the Stock, I hereby represent to the
Company that I am acquiring the Stock for my own account for investment and not
with a view to, or for resale in connection with, a distribution of the shares
within the meaning of the Securities Act of 1933, as amended (the "Securities
Act").

         I understand that if at this time the Stock has not been registered
under the Securities Act, I must hold such Stock indefinitely unless the Stock
is subsequently registered and qualified under the Securities Act or is exempt
from such registration and qualification. I shall make no transfer or
disposition of the Stock unless (a) such transfer or disposition can be made
without registration under the Securities Act by reason of a specific exemption
from such registration and such qualification, or (b) a registration statement
has been filed pursuant to the Securities Act and has been declared effective
with respect to such disposition. I agree that each certificate representing the
Stock delivered to me shall bear substantially the same as set forth on the
front page of the Warrant.

         I further agree that the Company may place stop transfer orders with
its transfer agent same effect as the above legend. The legend and stop transfer
notice referred to above shall be removed only upon my furnishing to the Company
of an opinion of counsel (reasonably satisfactory to the Company) to the effect
that such legend may be removed.

Date:______________________                Signed: _____________________________
                                           Print Name:__________________________
                                           Address:_____________________________

Date:______________________                Signed: _____________________________
                                           Print Name:__________________________
                                           Address:_____________________________




                                    Exhibit B

                                   ASSIGNMENT


(To be Executed by the Holder to Effect Transfer of the Attached Warrant)




For Value Received __________________________ hereby sells, assigns and
transfers to _________________________ the Warrant attached hereto and the
rights represented thereby to purchase _________ shares of Common Stock in
accordance with the terms and conditions hereof, and does hereby irrevocably
constitute and appoint ___________________________ as attorney to transfer such
Warrant on the books of the Company with full power of substitution.


Dated:________________________         Signed: ____________________________

Please print or typewrite                      Please insert Social Security
name and address of                            or other Tax Identification
assignee:                                      Number of Assignee:




Dated:________________________         Signed: ____________________________

Please print or typewrite                      Please insert Social Security
name and address of                            or other Tax Identification
assignee:                                      Number of Assignee:

EX-10.8

                                                                    EXHIBIT 10.8

THIS WARRANT AND THE UNDERLYING SHARES OF COMMON STOCK HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), OR ANY OTHER SECURITIES
LAWS, HAVE BEEN TAKEN FOR INVESTMENT, AND MAY NOT BE SOLD OR TRANSFERRED OR
OFFERED FOR SALE OR TRANSFER UNLESS A REGISTRATION STATEMENT UNDER THE
SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAWS WITH RESPECT TO SUCH
SECURITIES IS THEN IN EFFECT, OR IN THE OPINION OF COUNSEL TO THE ISSUER OF
THESE SECURITIES, SUCH REGISTRATION UNDER THE SECURITIES ACT AND OTHER
APPLICABLE SECURITIES LAWS IS NOT REQUIRED.

                              Date: July ___, 2006

                       WARRANT FOR THE PURCHASE OF SHARES

                                       OF

                          CELL POWER TECHNOLOGIES, INC.

         THIS IS TO CERTIFY that, for value received, ________________________,
their successors and assigns (collectively, the "Holder"), are entitled to
purchase, subject to the terms and conditions hereinafter set forth,
_________________ shares of Cell Power Technologies, Inc., a Florida corporation
(the "Company"), common stock, $______ par value per share ("Common Stock"), and
to receive certificates for the Common Stock so purchased. The exercise price of
this Warrant is $______ per share, subject to adjustment as provided below (the
"Exercise Price").

         1.       EXERCISE PERIOD AND VESTING. This Warrant shall vest and
become exercisable by the Holder beginning on the earlier of (i) the effective
date of a registration statement with respect to the public sale of the Common
Stock issuable upon the exercise of this Warrant or (ii) one year from the date
of this Warrant, and ending at 5:00 p.m., New York, New York time,
__________________ (the "Exercise Period"). This Warrant will terminate
automatically and immediately upon the expiration of the Exercise Period.

         2.       EXERCISE OF WARRANT; CASHLESS EXERCISE. This Warrant may be
exercised, in whole or in part, at any time and from time to time during the
Exercise Period. Such exercise shall be accomplished by tender to the Company of
an amount equal to the Exercise Price multiplied by number of underlying shares
being purchased (the "Purchase Price"), either (a) in cash, by wire transfer or
by certified check or bank cashier's check, payable to the order of the Company,
or (b) by surrendering such number of shares of Common Stock received upon
exercise of this Warrant with an aggregate Fair Market Value (as defined below)
equal to the Purchase Price (as described in the following paragraph (a
"Cashless Exercise"), together with presentation and surrender to the Company of




this Warrant with an executed subscription agreement in substantially the form
attached hereto as Exhibit A (the "Subscription"). Upon receipt of the
foregoing, the Company will deliver to the Holder, as promptly as possible, a
certificate or certificates representing the shares of Common Stock so
purchased, registered in the name of the Holder or its transferee (as permitted
under Section 3 below). With respect to any exercise of this Warrant, the Holder
will for all purposes be deemed to have become the holder of record of the
number of shares of Common Stock purchased hereunder on the date a properly
executed Subscription and payment of the Purchase Price is received by the
Company (the "Exercise Date"), irrespective of the date of delivery of the
certificate evidencing such shares, except that, if the date of such receipt is
a date on which the stock transfer books of the Company are closed, such person
will be deemed to have become the holder of such shares at the close of business
on the next succeeding date on which the stock transfer books are open.
Fractional shares of Common Stock will not be issued upon the exercise of this
Warrant. In lieu of any fractional shares that would have been issued but for
the immediately preceding sentence, the Holder will be entitled to receive cash
equal to the current market price of such fraction of a share of Common Stock on
the trading day immediately preceding the Exercise Date. In the event this
Warrant is exercised in part, the Company shall issue a new Warrant to the
Holder covering the aggregate number of shares of Common Stock as to which this
Warrant remains exercisable for.

         If the Holder elects to conduct a Cashless Exercise, the Company shall
cause to be delivered to the Holder a certificate or certificates representing
the number of shares of Common Stock computed using the following formula:

         X = Y (A-B)
                 A

         Where:
                    X    =   the number of shares of Common Stock to be issued
                             to Holder;

                    Y    =   the portion of the Warrant (in number of shares
                             of Common Stock) being exercised by Holder (at the
                             date of such
                             calculation);

                    A    =   the Fair Market Value (as defined below) of one
                             share of Common Stock on the Exercise Date,
                             calculated by taking the average Fair Market Value
                             over the last 10 trading days (not including the
                             Exercise Date); and

                    B    =   Warrant Price (as adjusted to the date of such
                             calculation).

         For purposes of the foregoing calculation, Fair Market Value shall
mean: (i) if the principal trading market for such securities is a national
securities exchange, The Nasdaq Stock Market (if not a national securities
exchange) or the Over-the-Counter Bulletin Board (or a similar system then in
use), the last reported sales price on the principal market the trading day
immediately prior to such Exercise Date; or (ii) if (i) is not applicable, and
if bid and ask prices for shares of Common Stock are reported by the principal
trading market or the National Quotation Bureau, the average of the high bid and


                                       2


low ask prices so reported for the trading day immediately prior to such
Exercise Date. Notwithstanding the foregoing, if there is no last reported sales
price or bid and ask prices, as the case may be, for the day in question, then
Fair Market Value shall be determined as of the latest day prior to such day for
which such last reported sales price or bid and ask prices, as the case may be,
are available, unless such securities have not been traded on an exchange or in
the over-the-counter market for 30 or more days immediately prior to the day in
question, in which case the Fair Market Price shall be determined in good faith
by, and reflected in a formal resolution of, the board of directors of the
Company giving effect to recent sales of Common Stock or securities convertible
into Common Stock. The Company acknowledges and agrees that this Warrant was
issued on the date that this Warrant is dated.

         3.       TRANSFERABILITY AND EXCHANGE.

                  (a) This Warrant, and the Common Stock issuable upon the
exercise hereof, may not be sold, transferred, pledged or hypothecated unless
the Company shall have been provided with an opinion of counsel reasonably
satisfactory to the Company that such transfer is not in violation of the
Securities Act, and any applicable state securities laws. Subject to the
satisfaction of the aforesaid condition, this Warrant and the underlying shares
of Common Stock shall be transferable from time to time by the Holder upon
written notice to the Company. If this Warrant is transferred, in whole or in
part, the Company shall, upon surrender of this Warrant to the Company, deliver
to each transferee a Warrant evidencing the rights of such transferee to
purchase the number of shares of Common Stock that such transferee is entitled
to purchase pursuant to such transfer. The Company may place a legend similar to
the legend at the top of this Warrant on any replacement Warrant and on each
certificate representing shares issuable upon exercise of this Warrant or any
replacement Warrants. Only a registered Holder may enforce the provisions of
this Warrant against the Company. A transferee of the original registered Holder
becomes a registered Holder only upon delivery to the Company of the original
Warrant and an original Assignment, substantially in the form set forth in
Exhibit B attached hereto.

                  (b) This Warrant is exchangeable upon its surrender by the
Holder to the Company for new Warrants of like tenor and date representing in
the aggregate the right to purchase the number of shares purchasable hereunder,
each of such new Warrants to represent the right to purchase such number of
shares as may be designated by the Holder at the time of such surrender (not to
exceed the aggregate number of shares underlying this Warrant).

         4.       ADJUSTMENTS TO EXERCISE PRICE AND NUMBER OF SHARES SUBJECT
TO WARRANT. The Exercise Price and the number of shares of Common Stock
purchasable upon the exercise of this Warrant are subject to adjustment from
time to time upon the occurrence of any of the events specified in this Section
4. For the purpose of this Section 4, "Common Stock" means shares now or
hereafter authorized of any class of common stock of the Company, however
designated, that has the right to participate in any distribution of the assets
or earnings of the Company without limit as to per share amount (excluding, and
subject to any prior rights of, any class or series of preferred stock).

                  (a) In case the Company shall (i) pay a dividend or make a
distribution in shares of Common Stock to holders of shares of Common Stock,
(ii) subdivide its outstanding shares of Common Stock into a greater number of
shares, (iii) combine its outstanding shares of Common Stock into a smaller
number of shares, or (iv) issue by reclassification of its shares of Common
Stock other securities of the Company, then the Exercise Price in effect at the


                                       3


time of the record date for such dividend or on the effective date of such
subdivision, combination or reclassification, and/or the number and kind of
securities issuable on such date, shall be proportionately adjusted so that the
Holder of the Warrant thereafter exercised shall be entitled to receive the
aggregate number and kind of shares of Common Stock (or such other securities
other than Common Stock) of the Company, at the same aggregate Exercise Price,
that, if such Warrant had been exercised immediately prior to such date, the
Holder would have owned upon such exercise and been entitled to receive by
virtue of such dividend, distribution, subdivision, combination or
reclassification. Such adjustment shall be made successively whenever any event
listed above shall occur.

                  (b) In case the Company shall fix a record date for the making
of a distribution to all holders of Common Stock (including any such
distribution made in connection with a consolidation or merger in which the
Company is the surviving corporation) of cash, evidences of indebtedness or
assets, or subscription rights or warrants, the Exercise Price to be in effect
after such record date shall be determined by multiplying the Exercise Price in
effect immediately prior to such record date by a fraction, the numerator of
which shall be the Fair Market Value per share of Common Stock on such record
date, less the amount of cash so to be distributed or the fair market value (as
determined in good faith by, and reflected in a formal resolution of, the board
of directors of the Company) of the portion of the assets or evidences of
indebtedness so to be distributed, or of such subscription rights or warrants,
applicable to one share of Common Stock, and the denominator of which shall be
the Fair Market Value per share of Common Stock. Such adjustment shall be made
successively whenever such a record date is fixed; and in the event that such
distribution is not so made, the Exercise Price shall again be adjusted to be
the Exercise Price which would then be in effect if such record date had not
been fixed.

                  (c) Notwithstanding any provision herein to the contrary, no
adjustment in the Exercise Price shall be required unless such adjustment would
require an increase or decrease of at least 1% in the Exercise Price; provided,
however, that any adjustments which by reason of this Section 4 are not required
to be made shall be carried forward and taken into account in any subsequent
adjustment. All calculations under this Section 4 shall be made to the nearest
cent or the nearest one-hundredth of a share, as the case may be.

                  (d) In the event that at any time, as a result of an
adjustment made pursuant to Section 4(a) above, the Holder of any Warrant
thereafter exercised shall become entitled to receive any shares of capital
stock of the Company other than shares of Common Stock, thereafter the number of
such other shares so receivable upon exercise of any Warrant shall be subject to
adjustment from time to time in a manner and on terms as nearly equivalent as
practicable to the provisions with respect to the shares of Common Stock
contained in this Section 4, and the other provisions of this Warrant shall
apply on like terms to any such other shares.

                  (e) If the Company merges or consolidates into or with another
corporation or entity, or if another corporation or entity merges into or with
the Company (excluding such a merger in which the Company is the surviving or
continuing corporation and which does not result in any reclassification,
conversion, exchange, or cancellation of the outstanding shares of Common
Stock), or if all or substantially all of the assets or business of the Company


                                       4


are sold or transferred to another corporation, entity, or person, then, as a
condition to such consolidation, merger, or sale (any a "Transaction"), lawful
and adequate provision shall be made whereby the Holder shall have the right
from and after the Transaction to receive, upon exercise of this Warrant and
upon the terms and conditions specified herein and in lieu of the shares of the
Common Stock that would have been issuable if this Warrant had been exercised
immediately before the Transaction, such shares of stock, securities, or assets
as the Holder would have owned immediately after the Transaction if the Holder
had exercised this Warrant immediately before the effective date of the
Transaction.

                  (f) In case any event shall occur as to which the other
provisions of this Section 4 are not strictly applicable but the failure to make
any adjustment would not fairly protect the purchase rights represented by this
Warrant in accordance with the essential intent and principles hereof, then, in
each such case, the Company shall effect such adjustment, on a basis consistent
with the essential intent and principles established in this Section 4, as may
be necessary to preserve, without dilution, the purchase rights represented by
this Warrant.

         5.       NO REGISTRATION. The Warrant and shares of Common Stock
issuable upon exercise of the Warrant have not been registered under the
Securities Act of 1933. When exercised, the stock certificates shall bear the
following legend unless two years have elapsed since the date of issuance of
this Warrant and the shares of Common Stock are issued in a cashless exercise
pursuant to Section 2 hereof.

                  "The securities represented by this certificate have not been
registered under the Securities Act of 1933 (the "Act"), and may not be offered
for sale or sold except pursuant to (i) an effective registration statement
under the Act, or (ii) an opinion of counsel, if such opinion and counsel shall
be reasonably satisfactory to counsel to the issuer, that an exemption from
registration under the Act is available".

         6.       RESERVATION OF SHARES. The Company agrees at all times to
reserve and hold available out of its authorized but unissued shares of Common
Stock the number of shares of Common Stock issuable upon the full exercise of
this Warrant. The Company further covenants and agrees that all shares of Common
Stock that may be delivered upon the exercise of this Warrant will, upon
delivery, be fully paid and nonassessable and free from all taxes, liens and
charges with respect to the purchase thereof hereunder.

         7.       NOTICES TO HOLDER. Upon any adjustment of the Exercise Price
(or number of shares of Common Stock issuable upon the exercise of this Warrant)
pursuant to Section 4, the Company shall promptly thereafter cause to be given
to the Holder written notice of such adjustment. Such notice shall include the
Exercise Price (and/or the number of shares of Common Stock issuable upon the
exercise of this Warrant) after such adjustment, and shall set forth in
reasonable detail the Company's method of calculation and the facts upon which
such calculations were based. Where appropriate, such notice shall be given in
advance and included as a part of any notice required to be given under the
other provisions of this Section 7.

                                       5


         In the event of (a) any fixing by the Company of a record date with
respect to the holders of any class of securities of the Company for the purpose
of determining which of such holders are entitled to dividends or other
distributions, or any rights to subscribe for, purchase or otherwise acquire any
shares of capital stock of any class or any other securities or property, or to
receive any other right, (b) any capital reorganization of the Company, or
reclassification or recapitalization of the capital stock of the Company or any
transfer of all or substantially all of the assets or business of the Company
to, or consolidation or merger of the Company with or into, any other entity or
person, or (c) any voluntary or involuntary dissolution or winding up of the
Company, then and in each such event the Company will give the Holder a written
notice specifying, as the case may be (i) the record date for the purpose of
such dividend, distribution, or right, and stating the amount and character of
such dividend, distribution, or right; or (ii) the date on which any such
reorganization, reclassification, recapitalization, transfer, consolidation,
merger, conveyance, dissolution, liquidation, or winding up is to take place and
the time, if any is to be fixed, as of which the holders of record of Common
Stock (or such capital stock or securities receivable upon the exercise of this
Warrant) shall be entitled to exchange their shares of Common Stock (or such
other stock securities) for securities or other property deliverable upon such
event. Any such notice shall be given at least 10 days prior to the earliest
date therein specified.

         8.       NO RIGHTS AS A STOCKHOLDER. This Warrant does not entitle the
Holder to any voting rights or other rights as a stockholder of the Company, nor
to any other rights whatsoever except the rights herein set forth. Provided,
however, the Company shall not enter into any merger agreement in which it is
not the surviving entity, or sell all or substantially all of its assets unless
the Company shall have first provided the Holder with 20 days prior written
notice.

         9.       ADDITIONAL COVENANTS OF THE COMPANY. For so long as the Common
Stock is listed for trading or trades on any national securities exchange or The
Nasdaq Stock Market, the Company shall, upon issuance of any shares for which
this Warrant is exercisable, at its expense, promptly obtain and maintain the
listing or qualifications for trading of such shares.

         The Company shall comply with the reporting requirements of Sections 13
and 15(d) of the Securities Exchange Act of 1934 for so long as and to the
extent that such requirements apply to the Company.

         The Company shall not, by amendment of its Articles of Incorporation or
through any reorganization, transfer of assets, consolidation, merger,
dissolution, issuance or sale of securities, or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms of this
Warrant. Without limiting the generality of the foregoing, the Company (a) will
at all times reserve and keep available, solely for issuance and delivery upon
exercise of this Warrant, shares of Common Stock issuable from time to time upon
exercise of this Warrant, (b) will not increase the par value of any shares of
Common Stock issuable upon exercise of this Warrant above the amount payable
therefor upon such exercise, and (c) will take all such actions as may be
necessary or appropriate in order that the Company may validly and legally issue
fully paid and nonassessable stock.

         10.      SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon
and inure to the benefit of the Company, the Holder and their respective
successors and permitted assigns.

                                       6


         11.      NOTICES. The Company agrees to maintain a ledger of the
ownership of this Warrant (the "Ledger"). Any notice hereunder shall be given by
Federal Express or other overnight delivery service for delivery on the next
business day if to the Company, at its principal executive office and, if to the
Holder, to its address shown in the Ledger of the Company; provided, however,
that either the Company or the Holder may at any time on three days written
notice to the other designate or substitute another address where notice is to
be given. Notice shall be deemed given and received after a Federal Express or
other overnight delivery service is delivered to the carrier.

         12.      SEVERABILITY. Every provision of this Warrant is intended to
be severable. If any term or provision hereof is illegal or invalid for any
reason whatsoever, such illegality or invalidity shall not affect the remainder
of this Warrant.

         13.      GOVERNING LAW. This Warrant shall be governed by and construed
in accordance with the laws of the State of Florida without giving effect to the
principles of choice of laws thereof.

         14.      ATTORNEYS' FEES. In any action or proceeding brought to
enforce any provision of this Warrant, the prevailing party shall be entitled to
recover reasonable attorneys' fees in addition to its costs and expenses and any
other available remedies.

         15.      ENTIRE AGREEMENT. This Warrant (including the Exhibits
attached hereto) constitutes the entire understanding between the Company and
the Holder with respect to the subject matter hereof, and supersedes all prior
negotiations, discussions, agreements and understandings relating to such
subject matter.

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its
duly authorized officer as of the date first set forth above.

                                     CELL POWER TECHNOLOGIES, INC.


                                     By: _____________________________________
                                         Jacob Herskovits, President and Chief
                                         Executive Officer


                                       7


                                    Exhibit A

                                SUBSCRIPTION FORM

(To be Executed by the Holder to Exercise the Rights To Purchase Common Stock
Evidenced by the Within Warrant)

         The undersigned hereby irrevocably subscribes for _______ shares of the
Common Stock (the "Stock") of Cell Power Technologies, Inc. (the "Company")
pursuant to and in accordance with the terms and conditions of the attached
Warrant (the "Warrant"), and hereby makes payment of $_______ therefor by
[tendering cash, wire transferring or delivering a certified check or bank
cashier's check, payable to the order of the Company] [surrendering _______
shares of Common Stock received upon exercise of the Warrant, which shares have
an aggregate fair market value equal to such payment as required in Section 2 of
the Warrant]. The undersigned requests that a certificate for the Stock be
issued in the name of the undersigned and be delivered to the undersigned at the
address stated below. If the Stock is not all of the shares purchasable pursuant
to the Warrant, the undersigned requests that a new Warrant of like tenor for
the balance of the remaining shares purchasable thereunder be delivered to the
undersigned at the address stated below.

         In connection with the issuance of the Stock, I hereby represent to the
Company that I am acquiring the Stock for my own account for investment and not
with a view to, or for resale in connection with, a distribution of the shares
within the meaning of the Securities Act of 1933, as amended (the "Securities
Act").

         I understand that if at this time the Stock has not been registered
under the Securities Act, I must hold such Stock indefinitely unless the Stock
is subsequently registered and qualified under the Securities Act or is exempt
from such registration and qualification. I shall make no transfer or
disposition of the Stock unless (a) such transfer or disposition can be made
without registration under the Securities Act by reason of a specific exemption
from such registration and such qualification, or (b) a registration statement
has been filed pursuant to the Securities Act and has been declared effective
with respect to such disposition. I agree that each certificate representing the
Stock delivered to me shall bear substantially the same as set forth on the
front page of the Warrant.

         I further agree that the Company may place stop transfer orders with
its transfer agent same effect as the above legend. The legend and stop transfer
notice referred to above shall be removed only upon my furnishing to the Company
of an opinion of counsel (reasonably satisfactory to the Company) to the effect
that such legend may be removed.

Date:______________________                Signed: _____________________________
                                           Print Name:__________________________
                                           Address:_____________________________
                                           _________
Date:______________________                Signed: _____________________________
                                           Print Name:__________________________
                                           Address:_____________________________

                                      A-1


                                    Exhibit B


                                   ASSIGNMENT


(To be Executed by the Holder to Effect Transfer of the Attached Warrant)




For Value Received __________________________ hereby sells, assigns and
transfers to _________________________ the Warrant attached hereto and the
rights represented thereby to purchase _________ shares of Common Stock in
accordance with the terms and conditions hereof, and does hereby irrevocably
constitute and appoint ___________________________ as attorney to transfer such
Warrant on the books of the Company with full power of substitution.


Dated:________________________          Signed: ____________________________

Please print or typewrite                       Please insert Social Security
name and address of                             or other Tax Identification
assignee:                                       Number of Assignee:




Dated:________________________          Signed: _____________________________

Please print or typewrite                       Please insert Social Security
name and address of                             or other Tax Identification
assignee:                                       Number of Assignee:


                                      B-1

EX-10.9

                                                                    EXHIBIT 10.9

THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED,
ASSIGNED, PLEDGED OR OTHERWISE DISTRIBUTED FOR VALUE UNLESS THERE IS AN
EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES OR THE
CORPORATION RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION AS TO
THE GIVER OF THE OPINION AND THE FORM AND SUBSTANCE THEREOF STATING THAT SUCH
SALE, TRANSFER, ASSIGNMENT, PLEDGE OR DISTRIBUTION IS EXEMPT FROM THE
REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND ANY APPLICABLE
STATE SECURITIES LAWS.

                          CELL POWER TECHNOLOGIES, INC.

                         6% CONVERTIBLE PROMISSORY NOTE

                                                                  July ___, 2006

$_____________


         FOR VALUE RECEIVED, the undersigned, Cell Power Technologies, Inc., a
Florida corporation (the "Corporation"), hereby promises to pay to the order of
_________________ ("Lender") or their assigns, the principal sum of
_____________ ($____________) plus interest at the rate set forth below in this
6% Convertible Promissory Note (the "Note").

         The Lender is acquiring this Note for investment for such Lender's own
account and not with the view to, or for resale in connection with, any
distribution thereof. Such Lender understands that this Note has not been
registered under the Securities Act of 1933, as amended (the "Securities Act"),
by reason of a specific exemption from the registration provisions of the
Securities Act which depends upon, among other things, the bona fide nature of
the investment intent as expressed herein. The Lender represents and warrants
that such Lender is experienced in evaluating and investing in the type of
companies such as the Corporation and that such Lender is an "accredited
investor" as that term is defined in Rule 501(a) of the Securities Act. The
Lender further represents and warrants that such Lender has had an opportunity
to discuss the Corporation's business, management and financial affairs with the
Corporation's management. The Lender understands that such discussions, as well
as any written information issued or provided by the Corporation, were intended
to describe the aspects of the Corporation's business and prospects which the
Corporation believes to be material, but were not necessarily an exhaustive
description thereof.




         This Note shall be subject to the following terms:

         1.       Term of Loan/Principal Repayments.

                  The unpaid principal balance of this Note and all accrued and
unpaid interest thereon shall become due and payable in full on ______________
(the "Maturity Date"), unless the same shall become due and payable at an
earlier date in accordance with the terms hereof.

         2.       Interest.

                  The unpaid principal balance of this Note shall bear, and the
Corporation hereby agrees to pay, interest from ___________ until the date this
Note is paid in full, at a rate equal to six percent (6%) per annum. Interest
shall accrue in arrears. Interest on the outstanding principal balance of this
Note shall be computed on the basis of a 360-day year and paid for the actual
number of days elapsed.

         3.       No Prepayments.

                  The Corporation may not prepay the aggregate unpaid principal
amount of or any accrued but unpaid interest on this Note without the prior
written consent of the Lender.

         4.       Manner of Payment.

                  (a) The Corporation shall make all payments hereunder to the
Lender at ___________________________________________, or at such other address
as is provided by the Lender to the Corporation from time to time.

                  (b) Lender shall apply all payments as follows: (i) first, to
the payment of all costs and expenses of any kind incurred by the Lender in
collecting or enforcing payment of this Note, (ii) second, to the payment of
accrued and unpaid interest on this Note, and (iii) third, to the payment of the
outstanding principal amount of this Note.

                  (c) Whenever any payment to be made hereunder shall be stated
to be due on a day other than a day on which banks are open for business in the
State of New York (a "Business Day"), such payment may be made on the next
succeeding Business Day, and such extension of time shall in each case be
included in the computation of interest payable hereunder.

         5.       Conversion Provisions. The holders of this Note shall have the
following conversion rights:

                  (a) Right to Convert. Subject to the terms and conditions of
this Section 5, the holder shall have the right, beginning upon the earlier of
(i) the effective date of a registration statement with respect to the public
sale of the Corporation's Common Stock (defined below) issuable upon the


                                       2


exercise of this Note or (ii) one year from the date of this Note to convert all
or any portion of the principal amount of this Note outstanding into such number
of fully-paid and non-assessable shares of the Corporation's common stock, par
value $________ per share ("Common Stock"), by dividing the amount of principal
and accrued interest by one-half of the Fair Market Value, as defined, of the
Corporation's Common Stock prior to the date of conversion. By way of example,
if the amount due under this Note is $___________ and the Fair Market Value is
$_________, the Lender shall receive ____________ shares upon full conversion of
this Note. Fair Market Value shall mean: (i) if the principal trading market for
such securities is a national securities exchange, The Nasdaq Stock Market
(including the Nasdaq Global Market or the Nasdaq Capital Market) or the
Over-the-Counter Bulletin Board ("OTCBB") (or a similar system then in use), the
last reported sales price on the principal market the trading day immediately
prior to such conversion date; or (ii) if (i) is not applicable, and if bid and
ask prices for shares of Common Stock are reported by the principal trading
market or the Pink Sheets LLC, the average of the high bid and low ask prices so
reported for the trading day immediately prior to such conversion date.
Notwithstanding the foregoing, if there is no last reported sales price or bid
and ask prices, as the case may be, for the day in question, then Fair Market
Value shall be determined as of the latest day prior to such day for which such
last reported sales price or bid and ask prices, as the case may be, are
available, unless such securities have not been traded on an exchange or in the
over-the-counter market for 30 or more days immediately prior to the day in
question, in which case the Fair Market Value shall be determined in good faith
by, and reflected in a formal resolution of, the board of directors of the
Corporation giving effect to recent sales of Common Stock or securities
convertible into Common Stock.

                  (b) Issuance of Certificates; Time Conversion Effected.
Promptly after the receipt of the written notice referred to in Section 5(a) and
surrender of the Note, the Corporation shall issue and deliver, or cause to be
issued and delivered, to the holder, registered in such name or names as such
holder may direct, a certificate or certificates for the number of whole shares
of Common Stock issuable upon the conversion of the Note. To the extent
permitted by law, such conversion shall be deemed to have been effected as of
the close of business on the date on which such written notice shall have been
received by the Corporation and the certificate or certificates for such share
or shares shall have been surrendered as aforesaid, and at such time the rights
of the holder of the Note (if converted in full) shall cease (except for the
holder to receive any accrued and unpaid interest) and the person or persons in
whose name or names any certificate or certificates for shares of Common Stock
shall be issuable upon such conversion shall be deemed to have become the holder
or holders of record of the shares represented thereby.

                  (c) Fractional Shares; Dividends; Partial Conversion. No
fractional shares shall be issued upon conversion of this Note into Common Stock
and no payment or adjustment shall be made upon any conversion on account of any
cash dividends on the Common Stock issued upon such conversion. At the time of
each conversion, the Corporation shall pay in cash an amount equal to all
accrued and unpaid interest on the portion of the Note surrendered for
conversion. If any fractional share of Common Stock would, except for the
provisions of the first sentence of this Section 5(c), be delivered upon such
conversion, the Corporation, in lieu of delivering such fractional share, shall


                                       3


pay to the holder surrendering the Note for conversion an amount in cash equal
to the equivalent portion of the last sale price with respect to such fractional
share.

                  (d) Reorganization or Reclassification. If any capital
reorganization or reclassification of the capital stock of the Corporation shall
be effected in such a way that holders of Common Stock shall be entitled to
receive stock, securities or assets with respect to or in exchange for Common
Stock, then, as a condition of such reorganization or reclassification, lawful
and adequate provisions shall be made whereby the holder of this Note shall
thereupon have the right to receive, upon the basis and upon the terms and
conditions specified herein and in lieu of the shares of Common Stock
immediately theretofore receivable upon the conversion of this Note, such shares
of stock, securities or assets as may be issued or payable with respect to or in
exchange for a number of outstanding shares of such Common Stock equal to the
number of shares of such Common Stock immediately theretofore receivable upon
such conversion had such reorganization or reclassification not taken place, and
in any such case appropriate provisions shall be made with respect to the rights
and interests of such holder to the end that the provisions hereof (including
without limitation provisions for adjustments of the applicable conversion
price) shall thereafter be applicable, as nearly as may be, in relation to any
shares of stock, securities or assets thereafter deliverable upon the exercise
of such conversion rights.

                  (e) Notices. In case at any time:

                           (1) the Corporation shall declare any dividend upon
              its Common Stock payable in cash or stock or make any other
              distribution to the holders of its Common Stock;

                           (2) the Corporation  shall offer for sale any shares
              of stock of any class or other rights;

                           (3) there shall be any capital reorganization or
              reclassification of the capital stock of the Corporation, or a
              consolidation or merger of the Corporation with or into another
              entity or entities, or a sale, lease, abandonment, transfer or
              other disposition of all or substantially all of the assets of the
              Corporation; or

                           (4) there shall be a voluntary or involuntary
              dissolution, liquidation or winding up of the Corporation;

                           (5) then, in any one or more of said cases, the
              Corporation shall give, by delivery in person, overnight delivery
              service or mail, or facsimile addressed to each holder of Notes at
              the address of such holder as shown on the books of the
              Corporation: (a) at least 20 days' prior written notice of the
              date on which the books of the Corporation shall close or a record
              shall be taken for such dividend, distribution or subscription


                                       4


              rights or, (b) for determining rights to vote in respect of any
              such reorganization, reclassification, consolidation, merger,
              disposition, dissolution, liquidation or winding up, at least 20
              days' prior written notice of the date when the same shall take
              place. Such notice in accordance with the foregoing clause (a)
              shall also specify, in the case of any such dividend, distribution
              or subscription rights, the date on which the holders of Common
              Stock shall be entitled thereto and such notice in accordance with
              the foregoing clause (b) shall also specify the date on which the
              holders of Common Stock shall be entitled to exchange their Common
              Stock for securities or other property deliverable upon such
              reorganization, reclassification, consolidation, merger,
              disposition, dissolution, liquidation or winding up, as the case
              may be.

                  (f) Stock to be Reserved. The Corporation will at all times
reserve and keep available out of its authorized Common Stock solely for the
purpose of issuance upon the conversion of this Note as herein provided, such
number of shares of Common Stock as shall then be issuable upon the conversion
in full of this Note. The Corporation covenants that shares of Common Stock
which shall be so issued shall be duly and validly issued and fully paid and
nonassessable and free from all taxes, liens and charges with respect to the
issue thereof, and, without limiting the generality of the foregoing, the
Corporation covenants that it will from time to time take all such action as may
be requisite to assure that the par value per share of the Common Stock is at
all times equal to or less than the conversion price. The Corporation will take
all such action as may be necessary to assure that all such shares of Common
Stock may be so issued without violation of any applicable law or regulation, or
of any requirement of any national securities exchange upon which the Common
Stock may be listed. The Corporation will not take any action which results in
any adjustment of the conversion price if the total number of shares of Common
Stock issued and issuable after such action upon conversion in full of this Note
would exceed the total number of shares of Common Stock then authorized by the
Articles of Incorporation of the Corporation.

                 (g) Issue Tax. The issuance of certificates for shares of
Common Stock upon conversion of this Note shall be made without charge to the
holders thereof for any issuance tax in respect thereof, provided that the
Corporation shall not be required to pay any tax which may be payable in respect
of any transfer involved in the issuance and delivery of any certificate in a
name other than that of the holder of the Note which is being converted.

                 (h) Closing of Books. The Corporation will at no time close its
transfer books against the transfer of any Notes or of any shares of Common
Stock issued or issuable upon the conversion of any Notes in any manner which
interferes with the timely conversion of such Notes, except as may otherwise be
required to comply with applicable securities laws.

                 (i) Definition of Common Stock. As used in this Section 5, the
term "Common Stock" shall mean and include the Corporation's authorized Common
Stock, par value $________ per share, and shall also include any capital stock
of any class of the Corporation thereafter authorized which shall neither be
limited to a fixed sum or percentage in respect of the rights of the holders
thereof to participate in dividends nor entitled to a preference in the


                                       5


distribution of assets upon the voluntary or involuntary liquidation,
dissolution or winding up of the Corporation; provided that the shares of Common
Stock receivable upon conversion of Notes shall include only shares designated
as Common Stock of the Corporation on the date of issuance of this Note, or in
case of any reorganization or reclassification of the outstanding share thereof,
the stock, securities or assets provided for in Section 5(e).

                  (j) Adjustments for Other Dividends and Distributions. If at
any time or from time to time after the issuance of this Note, the Corporation
pays a dividend or makes another distribution to the holders of the Common Stock
payable in assets other than securities of the Corporation, then in each such
event provision shall be made so that the Lender shall receive upon conversion
thereof, in addition to the number of shares of Common Stock receivable upon
conversion thereof, the amount of cash or other assets which they would have
received had their Note been converted into Common Stock on the date of such
event (or such record date, as applicable) and had they thereafter, during the
period from the date of such event (or such record date, as applicable) to and
including the conversion date, retained such securities receivable by them as
aforesaid during such period.

         6.       Default. The occurrence of any one or more of the following
shall constitute an event of default (a "Default") under this Note:

                  (a) The Corporation fails to pay any amount of the principal
of this Note when due, whether by acceleration, by virtue of the fact that a
mandatory prepayment is due, on a date which is fixed for payment, on the
Maturity Date, or otherwise, within five (5) days after such amount become due
or shall fail to pay any interest or other amount payable hereunder within ten
(10) days after such interest, fees, expenses or other amount shall become due
and payable.

                  (b) The Corporation's indebtedness for any borrowed money is
accelerated as a result of a default or breach of any agreement for such
borrowed money.

                           (i) The Corporation files a petition for relief under
the United States Bankruptcy Code, or under any other present or future state or
federal law regarding bankruptcy, reorganization or other debtor relief law;
(ii) the Corporation files a pleading or an answer in any involuntary proceeding
under the Bankruptcy Code or other debtor relief law which admits the
jurisdiction of the court or the petition's material allegations regarding the
Corporation's insolvency; (iii) the Corporation makes a general assignment for
the benefit of creditors; or (iv) the Corporation applies for the appointment of
a receiver, trustee, custodian or liquidator of the Corporation or any of its
property or such a receiver, trustee, custodian or liquidator is appointed.

                  (c) The Corporation fails to effect a full dismissal of any
involuntary petition that is filed against the Corporation under the Bankruptcy
Code or any other debtor relief law prior to the earlier of the entry of any
court order granting the relief sought in such involuntary petition, or sixty
(60) days after the date of the filing of such involuntary petition.

                                       6


                  (d) A final judgment for the payment of money in excess of
$10,000 is rendered against the Corporation and the Corporation shall not pay
and discharge the same within 30 calendar days from the entry thereof, or shall
not appeal therefrom and secure a stay of execution pending such appeal.

         7.       Remedies. Upon the occurrence of any Default of the type
specified in Section 6, all obligations hereunder shall immediately become due
and payable.

         8        Miscellaneous.

                  (a) The Lender is authorized (but not obligated) to endorse
on a schedule hereto, or on a continuation thereof, each payment with respect to
this Note.

                  (b) The Corporation promises to pay all costs and expenses,
including attorneys' fees and disbursements, incurred in the collection or
enforcement of this Note.

                  (c) The Lender may assign or otherwise transfer all or any
portion of its rights and benefits hereunder to any other person or entity, and
such other person or entity shall thereupon become vested with all of the rights
granted to the Lender herein. In the event of any such assignment or transfer
(or any subsequent assignments or transfers), references herein to "Note,"
"Notes" and "holders of Notes" shall refer as the context requires to one or
more or all of such portions of the rights and benefits hereunder and the
holders thereof.

                  (d) No extension of time for the payment of this Note, nor
renewal or modification hereof, made by agreement of the Lender with any other
person or entity now or hereafter liable for the payment of this Note shall
affect the liability of the Corporation under this Note, even if the Corporation
is not a party to any such agreement.

         IN WITNESS WHEREOF, the Corporation has executed this Note on the date
first written above.


                                      Cell Power Technologies, Inc.


                                      By: _____________________________________
                                          Jacob Herskovits,
                                          President and Chief Executive Officer

                                       7

EX-10.10

                                                                   EXHIBIT 10.10

                          REGISTRATION RIGHTS AGREEMENT

         THIS REGISTRATION RIGHTS AGREEMENT ("Agreement") is entered into as of
the ____ day of July, 2006 by and among Cell Power Technologies, Inc., a Florida
corporation (the "Company"), and each of the parties listed on Exhibit A (each
an "Investor").

         WHEREAS, the Company issued shares of its common stock to the Investor
in connection with an Agreement and Plan of Merger dated March 17, 2006, as
amended (the "Merger Agreement"), between the Company, Portagy Corp. and Portagy
Acquisition Corp.; and

         WHEREAS, the Company has agreed to provide certain registration rights
to the Investor.

         Now, therefore, in consideration of the mutual promises and the
covenants as set forth herein, the parties hereto hereby agree as follows:

         1.       Definitions. Unless the context otherwise requires, the terms
defined in this Section 1 shall have the meanings herein specified for all
purposes of this Agreement, applicable to both the singular and plural forms of
any of the terms herein defined.

         "Agreement" means this Registration Rights Agreement, as the same may
be amended, modified or supplemented in accordance with the terms hereof.

         "Board" means the Board of Directors of the Company.

         "Common Stock" means the Company's authorized common stock, as
constituted on the date of this Agreement, any stock into which such Common
Stock may thereafter be changed and any stock of the Company of any other class,
which is not preferred as to dividends or assets over any other class of stock
of the Company and which is not subject to redemption, issued to the holders of
shares of such Common Stock upon any re-classification thereof.

         "Commission" means the Securities and Exchange Commission or any other
governmental body at the time administering the Securities Act.

         "Company" has the meaning assigned to it in the introductory paragraph
of this Agreement.

         "Company Securities" has the meaning any securities proposed to be sold
by the Company for its own account in a registered public offering.

         "Exchange Act" means the Securities Exchange Act of 1934 (or successor
statute).

         "Excluded Forms" means registration statements under the Securities
Act, on Forms S-4 and S-8, or any successors thereto and any form used in
connection with an initial public offering of securities.




         "Investor" has the meaning assigned to it in the introductory paragraph
of this Agreement.

         "Merger Agreement" has the meaning assigned to it in the second
paragraph of this Agreement.

         "Other Shares" has the meaning assigned to it in Section 4(f) of this
Agreement.

         "Person" includes any natural person, corporation, trust, association,
company, partnership, joint venture, limited liability company and other entity
and any government, governmental agency, instrumentality or political
subdivision.

         The terms "register" "registered" and "registration" refer to a
registration effected by preparing and filing a registration statement on other
than any of the Excluded Forms in compliance with the Securities Act, and the
declaration or ordering of the effectiveness of such registration statement.

         "Registrable Securities" means (i) the Common Stock received by the
Investor under the Merger Agreement, (ii) any securities of the Company issued
with respect to such Common Stock by way of a stock dividend or stock split or
in connection with a combination, recapitalization, share exchange,
consolidation or other reorganization of the Company and (iii) any Common Stock
Investor receives by the conversion of any promissory notes or exercise of any
warrants received under the Merger Agreement.

         "Selling Expenses" means all selling commissions, finder's fees and
stock transfer taxes applicable to the Registrable Securities registered by the
Investor and all fees and disbursements of counsel for the Investor.

         "Securities Act" means the Securities Act of 1933 (or successor
statute).

         2.       Required Registration. As soon as practicable following the
date of this Agreement, the Company shall use its best efforts to file a
registration statement on Form SB-2 or such other form as may be appropriate
with the Commission in order to permit the Investor to publicly sell his shares
of Common Stock received in connection with the closing of the merger or
issuable in connection with the exercise of warrants.

         3.       Obligations of the Company. If and whenever the Company is
required by the provisions hereof to effect or cause the registration of any
Registrable Securities under the Securities Act as provided herein, the Company
shall:

                  (a) use its best efforts to prepare and file with the
Commission a registration statement with respect to such Registrable Securities
and use best efforts to cause such registration statement to become and remain
effective;

                                       2


                  (b) use its best efforts to prepare and file with the
Commission such amendments to such registration statement (including
post-effective amendments) and supplements to the prospectus included therein as
may be necessary to keep such registration statement effective, subject to the
qualifications in Section 4(a), and to comply with the provisions of the
Securities Act with respect to the sale or other disposition of all Registrable
Securities covered by such registration statement during such period in
accordance with the intended methods of disposition by the Investor set forth in
such registration statement;

                  (c) furnish to the Investor such number of copies of such
registration statement and of each such amendment and supplement thereto (in
each case including all exhibits), such number of copies of the prospectus
included in such registration statement (including each preliminary prospectus),
in conformity with the requirements of the Securities Act, and such other
documents, as each Investor may reasonably request, in order to facilitate the
public sale or other disposition of the Registrable Securities owned by the
Investor;

                  (d) use its best efforts to make such filings under the
securities or blue sky laws of New York to enable the the Investor to consummate
the sale in such jurisdiction of the Registrable Securities owned by the
Investor;

                  (e) notify the Investor at any time when a prospectus relating
to their Registrable Securities is required to be delivered under the Securities
Act, of the Company's becoming aware that the prospectus included in the related
registration statement, as then in effect, includes an untrue statement of a
material fact or omits to state any material fact required to be stated therein
or necessary to make the statements therein not misleading in light of the
circumstances then existing, and promptly prepare and furnish to the Investor a
reasonable number of copies of a prospectus supplemented or amended so that, as
thereafter delivered to the purchasers of such Registrable Securities, such
prospectus shall not include an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances then
existing;

                  (f) otherwise use its best efforts to comply with all
applicable rules and regulations of the Commission;

                  (g) to use its best efforts to cause Registrable Securities to
be quoted on each trading market and/or in each quotation service on which the
Common Stock of the Company is then quoted; and

                  (h) notify the Investor of any stop order threatened or issued
by the Commission and take all actions reasonably necessary to prevent the entry
of such stop order or to remove it if entered.

         4.       Other Procedures.

                  (a) Subject to the Company's general obligation to use its
best efforts under Section 3, the Company shall be required to maintain the


                                       3


effectiveness of a registration statement until the earlier of (i) the date of
sale of all Registrable Securities or (ii) the earlier of nine months from the
effective date of the registration statement or (iii) when the Shares may be
publicly sold under Rule 144, as defined.

                  (b) In consideration of the Company's obligations under this
Agreement, the Investor agrees that, upon receipt of any notice from the Company
of the happening of any event of the kind described in Section 3(e) herein, the
Investor shall forthwith discontinue his sale of Registrable Securities pursuant
to the registration statement covering such Registrable Securities until the
Investor's receipt of the copies of the supplemented or amended prospectus
contemplated by said Section 3(e) and, if so directed by the Company, shall
deliver to the Company (at the Company's expense) all copies, other than
permanent file copies, then in the Investor's possession of the prospectus
covering such Registrable Securities current at the time of receipt of such
notice.

                  (c) The Company's obligation to file any registration
statement or amendment including a post-effective amendment, shall be subject to
each Investor, as applicable, furnishing to the Company in writing such
information and documents regarding such Investor and the distribution of such
Investor's Registrable Securities as may reasonably be required to be disclosed
in the registration statement in question by the rules and regulations under the
Securities Act or under any other applicable securities or blue sky laws of the
jurisdiction referred to in Section 3(d) herein. The Company's obligations are
also subject to each Investor promptly executing any representation letter
concerning compliance with Regulation M under the Exchange Act (or any successor
rule or regulation).

                  (d) If any such registration or comparable statement refers to
the Investor by name or otherwise as a stockholder of the Company, but such
reference to the Investor by name or otherwise is not required by the Securities
Act or the rules thereunder, then each Investor shall have the right to require
the deletion of the reference to the Investor, as may be applicable.

                  (e) In connection with the sale of Registrable Securities, the
Investor shall deliver to each purchaser a copy of the necessary prospectus and,
if applicable, prospectus supplement, within the time required by Section 5(b)
of the Securities Act.

         5.       Registration Expenses. In connection with any registration of
Registrable Securities pursuant to Section 2, the Company shall, whether or not
any such registration shall become effective, from time to time, pay all
expenses (other than Selling Expenses) incident to its performance of or
compliance, including, without limitation, all registration, and filing fees,
fees and expenses of compliance with securities or blue sky laws, word
processing, printing and copying expenses, messenger and delivery expenses, fees
and disbursements of counsel for the Company and all independent public
accountants and other Persons retained by the Company.

         6.       Indemnification.

                  (a) In the event of any registration of any shares of Common
Stock under the Securities Act pursuant to this Agreement, the Company shall
indemnify and hold harmless each Investor, from and against any losses, claims,
damages or liabilities, joint or several, to which each Investor may become


                                       4


subject under the Securities Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon an untrue statement or alleged untrue statement of a material fact
contained in any registration statement under which such Registrable Securities
were registered under the Securities Act, any preliminary prospectus or final
prospectus contained therein, or any amendment or supplement thereto, or any
document incident to registration or qualification of any Registrable Securities
pursuant to Section 3(d) herein, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading or, with
respect to any prospectus, necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading, or any violation
by the Company of the Securities Act, the Exchange Act, or state securities or
blue sky laws applicable to the Company and relating to action or inaction
required of the Company in connection with such registration or qualification
under the Securities Act or such state securities or blue sky laws. If the
Company fails to defend the Investor as required by Section 6(c) herein, it
shall reimburse (after receipt of appropriate documentation) each Investor for
any legal or any other out-of-pocket expenses reasonably incurred by any of them
in connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the Company shall not be liable to
an Investor in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon (i) an untrue statement or alleged
untrue statement or omission or alleged omission made in said registration
statement, said preliminary prospectus, said prospectus, or said amendment or
supplement or any document incident to registration or qualification of any
Registrable Securities pursuant to Section 3(d) hereof in reliance upon and in
conformity with written information furnished to the Company by such Investor
specifically for use in the preparation thereof or information omitted to be
furnished by such Investor or (ii) any act or failure to act of such Investor
including the failure of any Investor to deliver a prospectus as required by
Section 5(b) of the Securities Act.

                  (b) In the event of any registration of any Registrable
Securities under the Securities Act pursuant to this Agreement, each Investor
shall indemnify and hold harmless (in the same manner and to the same extent as
set forth in Section 6(a)) the Company, each director of the Company, each
officer of the Company who signs such registration statement, the Company's
attorneys and auditors and any Person who controls the Company within the
meaning of the Securities Act, with respect to (i) any untrue statement or
omission from such registration statement, any preliminary prospectus or final
prospectus contained therein, or any amendment or supplement thereto, if such
untrue statement or omission was made in reliance upon and in conformity with
written information furnished to the Company by such Investor specifically for
use in the preparation of such registration statement, preliminary prospectus,
final prospectus or amendment or supplement or (ii) from any other act or
failure to act of the Investor.

                  (c) Promptly after receipt by an indemnified party of notice
of the commencement of any action involving a claim referred to in Section 6(a)
or (b), such indemnified party shall, if a claim in respect thereof is made
against an indemnifying party, give written notice to the Indemnifying Party of
the commencement of such action. The indemnifying party shall be relieved of its
obligations under this Section 6(c) to the extent that the indemnified party
delays in giving notice and the indemnifying party is damaged or prejudiced by


                                       5


the delay. In case any such action is brought against an indemnified party, the
indemnifying party shall be entitled to participate in and to assume the defense
thereof, jointly with any other indemnifying party similarly notified to the
extent that it may wish, with counsel reasonably satisfactory to such
indemnified party, and, after notice from the indemnifying party to such
indemnified party of its election so as to assume the defense thereof, the
indemnifying party shall be responsible for any legal or other expenses
subsequently incurred by the indemnifying party in connection with the defense
thereof, provided, however, that, if counsel for an indemnified party shall have
reasonably concluded that there is an actual or potential conflict of interest
between the indemnified and the indemnifying party the indemnifying party shall
not have the right to assume the defense of such action on behalf of such
indemnified party, and such indemnifying party shall reimburse such indemnified
party and any Person controlling such indemnified party for the fees and
expenses of counsel retained by the indemnified party which are reasonably
related to the matters covered by the indemnity agreement provided in this
Section 6; provided, however, that in no event shall any indemnification by an
Investor under this Section 6 exceed the net proceeds from the sale of
Registered Securities received by the Investor. No indemnified party shall make
any settlement of any claims indemnified against hereunder without the written
consent of the indemnifying party, which consent shall not be unreasonably
withheld. In the event that any indemnifying party enters into any settlement
without the written consent of the indemnified party the indemnifying party
shall not, consent to entry of any judgment or enter into any settlement which
does not include as an unconditional term thereof the giving by the claimant or
plaintiff of a release of such indemnified party from all liability in respect
to such claim or litigation.

                  (d) In order to provide for just and equitable contribution to
joint liability under the Securities Act in any case in which under any
indemnified party makes a claim for indemnification pursuant to this Section 6,
but it is judicially determined (by the entry of a final judgment or decree by a
court of competent jurisdiction and the expiration of time to appeal or the
denial of the last right of appeal) that such indemnification may not be
enforced in such case notwithstanding the fact that this Section 6 provides for
indemnification in such case, or (ii) contribution under the Securities Act may
be required in circumstances for which indemnification is provided under this
Section 6; then, in each such case, the Company and such Investor shall
contribute to the aggregate losses, claims, damages or liabilities to which they
may be subject as is appropriate to reflect the relative fault of the Company
and such Investor in connection with the statements or omissions which resulted
in such losses, claims, damages or liabilities, it being understood that the
parties acknowledge that the overriding equitable consideration to be given
effect in connection with this provision is the ability of one party or the
other to correct the statement or omission (or avoid the conduct or take an act)
which resulted in such losses, claims, damages or liabilities, and that it would
not be just and equitable if contribution pursuant hereto were to be determined
by pro-rata allocation or by any other method of allocation which does not take
into consideration the foregoing equitable considerations. Notwithstanding the
foregoing, (i) no such Investor shall be required to contribute any amount in
excess of the net proceeds to him of all Registrable Securities sold by him
pursuant to such registration statement, and (ii) no Person who is guilty of
fraudulent misrepresentation within the meaning of Section 11(f) of the
Securities Act shall be entitled to contribution from any Person who is not
guilty of such fraudulent misrepresentation.

                                       6


                  (e) Notwithstanding any of the foregoing, if, in connection
with an underwritten public offering of the Registrable Securities, the Company,
any of the Investor and the underwriters enter into an underwriting agreement
relating to such offering which contains provisions covering indemnification
among the parties, then the indemnification provision of this Section 6 shall be
deemed inoperative for purposes of such offering.

         7.       Rule 144. The Company covenants that it will file the reports
required to be filed under the Securities Act and the Exchange Act and the rules
and regulations adopted by the Commission thereunder (or, in the event that the
Company is not required to file such reports, it will make publicly available
information as set forth in Rule 144(c)(2) promulgated under the Securities
Act), and it will take such further action as the Investor may reasonably
request, or to the extent required from time to time to enable the Investor to
sell their Registrable Securities without registration under the Securities Act
within the limitation of the exemption provided by (a) Rule 144 under the
Securities Act, as such Rule may be amended from time to time, or (b) any
similar rule or regulation hereafter adopted by the Commission (collectively,
"Rule 144"). Upon request of any Investor, the Company will deliver to the
Investor a written statement as to whether it has complied with such
requirements.

         8.       Severability. In the event any parts of this Agreement are
found to be void, the remaining provisions of this Agreement shall nevertheless
be binding with the same effect as though the void parts were deleted.

         9.       Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument. The execution of this
Agreement may be by actual or facsimile signature.

         10.      Benefit. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their legal representatives, successors and
assigns.

         11.      Notices and Addresses. All notices, offers, acceptance and any
other acts under this Agreement (except payment) shall be in writing, and shall
be sufficiently given if delivered to the addressees in person, by Federal
Express or similar overnight next business day delivery, or by facsimile
delivery followed by overnight next business day delivery, as follows:


To the Company:                     Cell Power Technologies, Inc.
                                    21800 Burbank Blvd., Suite 150
                                    Woodland Hills, CA 91367
                                    Attention: Mr. Charles Wiesel
                                    Fax: (310) 559-6691

With a Copy to:                     Harris Cramer LLP
                                    1555 Palm Beach Lakes Blvd., Suite 310
                                    West Palm Beach, Florida 33401
                                    Attention: Michael D. Harris, Esq.
                                    Fax: (561) 659-0701

To the Investor:                    As listed on Exhibit A.

                                       7


or to such other address as any of them, by notice to the other may designate
from time to time. The transmission confirmation receipt from the sender's
facsimile machine shall be evidence of successful facsimile delivery. Time shall
be counted from the date of transmission.

         12.      Attorneys' Fees. In the event that there is any controversy or
claim arising out of or relating to this Agreement, or to the interpretation,
breach or enforcement thereof, and any action or proceeding relating to this
Agreement is filed, the prevailing party shall be entitled to an award by the
court of reasonable attorneys' fees, costs and expenses.

         13.      Oral Evidence. This Agreement constitutes the entire Agreement
between the parties and supersedes all prior oral and written agreements between
the parties hereto with respect to the subject matter hereof. Neither this
Agreement nor any provision hereof may be changed, waived, discharged or
terminated orally, except by a statement in writing signed by the party or
parties against which enforcement or the change, waiver discharge or termination
is sought.

         14.      Additional Documents. The parties hereto shall execute such
additional instruments as may be reasonably required by their counsel in order
to carry out the purpose and intent of this Agreement and to fulfill the
obligations of the parties hereunder.

         15.      Governing Law. This Agreement and any dispute, disagreement,
or issue of construction or interpretation arising hereunder whether relating to
its execution, its validity, the obligations provided herein or performance
shall be governed or interpreted according to the internal laws of the State of
Florida without regard to choice of law considerations.

         16.      Section or Paragraph Headings. Section headings herein have
been inserted for reference only and shall not be deemed to limit or otherwise
affect, in any matter, or be deemed to interpret in whole or in part any of the
terms or provisions of this Agreement.

         IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed personally or by a duly authorized representative
thereof as of the day and year first above written.

                                     THE COMPANY:

                                     Cell Power Technologies, Inc.


                                     By:________________________________________
                                        Charles Wiesel
                                        Chief Executive Officer



                                     INVESTOR:


                                     ___________________________________________
                                     Signature

                                     ___________________________________________
                                     Printed Name of Investor

                                     ___________________________________________
                                     Title of Authorized Signatory if Investor
                                     is a corporation or other entity

                                     ___________________________________________
                                     Signature of spouse or co-owner, if any


                                       8

EX-99.1

                                                                    EXHIBIT 99.1



                                  PORTAGY CORP.
                          (A Development Stage Company)


                          Index to Financial Statements



                                                                                                                  
Audited Financial Statements of Portagy Corp.

    Report of Independent Registered Public Accounting Firm...................................................................F-2
    Balance Sheet as of December 31, 2005.....................................................................................F-3
    Statement of Operations for the Period from February 25, 2005 (inception) to December 31, 2005............................F-4
    Statement of Changes in Shareholders' Equity for the Period from
      February 25, 2005 (inception) to December 31, 2005......................................................................F-5
    Statement of Cash Flows for the Period from February 25, 2005 (inception) to December 31, 2005............................F-6
    Notes to Financial Statements.....................................................................................F-7 to F-18

Unaudited Financial Statements of Portagy Corp.

    Condensed Balance Sheet as of March 31, 2006.............................................................................F-19
    Condensed Statements of Operations for the Three Months Ended March 31, 2006 and 2005....................................F-20
    Condensed Statement of Cash Flows for the Three Months Ended March 31, 2006 and 2005.....................................F-21
    Notes to Condensed Financial Statements..........................................................................F-22 to F-24









                                      F-1




             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Portagy Corp.
Agoura Hills, California

We have audited the accompanying balance sheet of Portagy Corp. (the "Company")
(a development stage company) as of December 31, 2005 and the related statements
of operations, changes in shareholders' equity and cash flows for the period
from February 25, 2005 (inception) to December 31, 2005. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purposes of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Portagy Corp. as of December
31, 2005, and the results of its operations and its cash flows for the period
from February 25, 2005 (inception) to December 31, 2005, in conformity with
accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 2 to the financial
statements, the Company has incurred a net loss since its inception and has
negative working capital. These conditions raise substantial doubt about the
Company's ability to continue as a going concern. Management's plans in regard
to those matters are also described in Note 2. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.




                                                 /s/ Marcum & Kleigman, LLP
                                                 -------------------------------
                                                 Certified Public Accountants

New York, New York
June 22, 2006, except for the last paragraph of Note 8
  as to which the date is August 11, 2006

                                      F-2




                                  PORTAGY CORP.
                          (A Development Stage Company)
                                  BALANCE SHEET
                                December 31, 2005



                                                                          

                                     ASSETS

CURRENT ASSETS
  Cash                                                                       $     2,775
  Prepaid expenses                                                                28,500
                                                                             -----------

Total current assets                                                              31,275


Prepaid distribution rights, net                                                 396,667
                                                                             -----------

Total Assets                                                                 $   427,942
                                                                             ===========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable                                                             $   308,110
Accrued expenses                                                                  17,202
                                                                             -----------

Total current liabilities                                                        325,312
                                                                             -----------

SHAREHOLDERS' EQUITY
  Preferred stock ($.001 par value; 5,000,000 shares authorized)
     Series A convertible preferred stock ($.001 par value; 3,000,000
     shares authorized; 2,250,000 shares issued and outstanding)                   2,250
  Common stock ($.001 par value; 50,000,000 shares authorized;
     6,266,664 shares issued and outstanding)                                      6,267
  Additional paid-in capital                                                   2,795,616
  Deferred compensation                                                         (292,056)
  Deferred purchase fee                                                       (1,245,500)
  Deferred distribution fee                                                     (360,333)
  Deficit accumulated during development stage                                  (803,614)
                                                                             -----------

Total shareholders' equity                                                       102,630
                                                                             -----------

Total liabilities and shareholders' equity                                   $   427,942
                                                                             ===========



                 See accompanying notes to financial statements.

                                       F-3



                                 PORTAGY CORP.
                         (A Development Stage Company)
                             STATEMENT OF OPERATIONS



                                                     For the period from
                                                     February 25, 2005
                                                     (inception) through
                                                     December 31, 2005
                                                     ---------------

Revenues                                             $           --
                                                     --------------

Expenses
Salaries, commission and related taxes                      128,308
Depreciation and amortization                               310,016
Other general and administrative                            365,290
                                                          ---------

                                                            803,614
                                                          ---------

Net loss                                             $     (803,614)
                                                     ==============












                 See accompanying notes to financial statements.

                                       F-4





                                  PORTAGY CORP.
                          (A Development Stage Company)
                  STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
   FOR THE PERIOD FROM FEBRUARY 25, 2005 (INCEPTION) THROUGH DECEMBER 31, 2005




                                                 Series A Preferred Stock         Common Stock
                                                 ------------------------    ----------------------    Additional
                                                 Number of                   Number of                  Paid-in      Deferred
                                                  Shares         Amount       Shares      Amount        Capital    Compensation
                                                 ---------     ----------    ---------   ----------   ----------   ------------
                                                                                                 
Balance - February  25, 2005 (inception)                --     $       --           --   $       --   $       --   $         --

Sale of common stock to founders at
  inception for $.1- per share                          --             --    3,000,000        3,000       27,000             --
Exchange of founders common stock for
  Series A preferred stock on May 2, 2005        2,250,000          2,250   (3,000,000)      (3,000)         750             --
Common stock issued for purchase agreement
  for $.47 per share on May 20, 2005                    --             --    5,000,000        5,000    2,345,000             --
Common stock issued to attorneys as founder
  for $.10 per share on June 7, 2005                    --             --      300,000          300       29,700             --
Common stock issued under employment contracts
  at $.47 per share on July 1, 2005                     --             --      225,000          225      105,525       (105,750)
Common stock issued in a private placement
  for $.47 per share and warrants in
  July 8, 2005, net of issuance costs
  of $10,367                                            --             --      750,000          750      338,883             --
Common stock issued under employment
  contracts at $.47 per share on
  November 1, 2005                                      --             --      125,000          125       58,625        (58,750)
Common stock issued under exclusive licensee
  agreement at $.30  per share on
  December 15, 2005                                     --             --      200,000          200       59,800        (60,000)
Common stock issued in a private placement
  for $.30 per share and warrants in
  December 16, 2005                                     --             --      666,664          667      199,333             --
Grant of stock warrants in connection with
  exclusive licensee agreement on
  December 16, 2005                                     --             --           --           --      100,000       (100,000)
Partial cancellation of common stock issued
  for purchase agreement                                --             --   (1,000,000)      (1,000)    (469,000)            --
Amortization of deferred purchase fee                   --             --           --           --           --             --
Reclassification of deferred purchase fee
  to deferred distribution fee on
  December 24, 2005                                     --             --           --           --           --             --
Amortization of deferred compensation                   --             --           --           --           --         32,444
Net loss for the period                                 --             --           --           --           --             --
                                                 ---------     ----------  -----------   ----------   ----------   ------------
Balance - December 31, 2005                      2,250,000     $    2,250    6,266,664   $    6,267   $2,795,616   $   (292,056)
                                                 =========     ==========  ===========   ==========   ==========   ============



[RESTUBBED TABLE]



                                                                                 Deficit
                                                                               Accumulated
                                                   Deferred       Deferred        During        Total
                                                   Purchase     Distribution   Development    Shareholders'
                                                     Fee            Fee           Stage         Equity
                                                 ------------   ------------   -----------    -----------
                                                                                  
Balance - February  25, 2005 (inception)         $         --   $         --   $         --   $         --

Sale of common stock to founders at
  inception for $.1- per share                             --             --             --         30,000
Exchange of founders common stock for
  Series A preferred stock on May 2, 2005                  --             --             --             --
Common stock issued for purchase agreement
  for $.47 per share on May 20, 2005               (2,350,000)            --             --             --
Common stock issued to attorneys as founder
  for $.10 per share on June 7, 2005                       --             --             -- -       30,000
Common stock issued under employment contracts
  at $.47 per share on July 1, 2005                        --             --             -- -           --
Common stock issued in a private placement
  for $.47 per share and warrants in
  July 8, 2005, net of issuance costs
  of $10,367                                              --             --             -- -      339,633
Common stock issued under employment
  contracts at $.47 per share on
  November 1, 2005                                         --             --             -- -           --
Common stock issued under exclusive licensee
  agreement at $.30  per share on
  December 15, 2005                                        --             --             --             --
Common stock issued in a private placement
  for $.30 per share and warrants in
  December 16, 2005                                        --             --             --        200,000
Grant of stock warrants in connection with
  exclusive licensee agreement on
  December 16, 2005                                        --             --             --             --
Partial cancellation of common stock issued
  for purchase agreement                              470,000             --             --             --
Amortization of deferred purchase fee                 274,167             --             --        274,167
Reclassification of deferred purchase fee
  to deferred distribution fee on
  December 24, 2005                                   360,333       (360,333)            --             --
Amortization of deferred compensation                      --             --             --         32,444
Net loss for the period                                    --             --       (803,614)      (803,614)
                                                 ------------   ------------   ------------   ------------
Balance - December 31, 2005                      $ (1,245,500)  $   (360,333)  $   (803,614)  $    102,630
                                                 ============   ============   ============   ============


                 See accompanying notes to financial statements.

                                       F-5



                                  PORTAGY CORP.
                          (A Development Stage Company)
                             STATEMENT OF CASH FLOWS


                                                             For the period from
                                                             February 25, 2005
                                                             (inception) through
                                                             December 31, 2005
                                                             ---------------

Cash Flows From Operating Activities:
Net loss                                                       $  (803,614)
Adjustments to reconcile net loss to net cash used in
    operating activities:
Property and equipment write off                                     4,216
Depreciation and amortization                                      310,016
Non-cash legal fees                                                 30,000
Changes in operating assets and liabilities:
     Increase in prepaid expenses                                  (28,500)
     Increase in accounts payable                                  108,110
     Increase in accrued expenses                                   17,202
                                                               -----------

Net cash used in operating activities                             (362,570)
                                                               -----------

Cash Flows From Investing Activities:
Purchase of property and equipment                                  (4,288)
Prepayment of distribution rights                                 (200,000)
                                                               -----------

Net cash used in investing activities                             (204,288)
                                                               -----------

Cash Flows From Financing Activities:
Net proceeds from sales of common stock                            569,633
                                                               -----------

Net cash provided by financing activities                          569,633
                                                               -----------

Net increase in cash                                                 2,775

Cash - beginning of period                                              --
                                                               -----------

Cash - end of year                                             $     2,775
                                                               ===========


Non-cash investing and financing activities:
Common stock issued for legal services                         $    30,000
                                                               ===========
Accrual of prepaid distribution rights                         $   200,000
                                                               ===========
   Common stock issued for purchase agreement                  $ 2,350,000
                                                               ===========
Common stock and warrants issued for future services           $   324,500
                                                               ===========


                 See accompanying notes to financial statements.

                                       F-6




                                  PORTAGY CORP.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2005


       NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       Organization
       ------------

       Portagy Corp, (the "Company"), a Delaware corporation, was incorporated
       on February 25, 2005. The Company is in the development stage and holds
       distributorship rights to a new product which can recharge a vehicle
       battery through the cigarette adapter without the driver having to leave
       the vehicle. Management believes this product has the potential of
       replacing jumper cables and reducing the need for roadside assistance in
       many situations. This product will come in both single use and
       rechargeable models.

       On March 17, 2006, the Company entered into an Agreement and Plan of
       Merger with Cell Power Technologies, Inc. (See note 8).

       Use of Estimates
       ----------------

       The preparation of financial statements in conformity with accounting
       principles generally accepted in the United Sates of America requires
       management to make estimates and assumptions that affect the reported
       amounts of assets and liabilities and disclosure of contingent assets and
       liabilities at the date of the financial statements and the reported
       amounts of revenues and expenses during the reporting period.
       Accordingly, actual results could differ from those estimates.

       Prepaid Distribution Rights
       ---------------------------

       Prepaid distribution rights consist of acquired distribution rights to
       certain portable energy products. These costs are capitalized and
       amortized using the straight-line method over the expected useful life of
       five years based upon management's expectations relating to the life of
       the distribution rights and current competitive market conditions.

       Impairment of Long-Lived Assets
       -------------------------------

       In accordance with Statement of Financial Accounting Standards (SFAS) No.
       144, "Accounting for the Impairment or Disposal of Long-Lived Assets,"
       the Company periodically reviews its long-lived assets for impairment
       whenever events or changes in circumstances indicate that the carrying
       amount of the assets may not be fully recoverable. The Company recognizes
       an impairment loss when the sum of expected undiscounted future cash
       flows is less than the carrying amount of the asset. The amount of
       impairment is measured as the difference between the asset's estimated
       fair value and its book value. The Company recognized no impairment for
       the period from February 25, 2005 (inception) to December 31, 2005.

       Income Taxes
       ------------

       Income taxes are accounted for under the asset and liability method of
       SFAS No. 109, "Accounting for Income Taxes." Under SFAS No. 109, deferred
       tax assets and liabilities are recognized for the future tax consequences
       attributable to differences between the financial statement carrying
       amounts of existing assets and liabilities and their respective tax
       bases.

                                      F-7



                                  PORTAGY CORP.
                          (A Development Stage Company)
                   Notes to Financial Statements (Continuted)
                                December 31, 2005


       NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
       (continued)

       Income Taxes (continued)
       ------------------------

       Deferred tax assets and liabilities are measured using enacted tax rates
       expected to apply to taxable income in the years in which those temporary
       differences are expected to be recovered or settled. Under SFAS No. 109,
       the effect on deferred tax assets and liabilities of a change in tax
       rates is recognized in income in the period that includes the enactment
       date. In addition, valuation allowances are established if, based on the
       weight of available evidence, it is more likely than not that some
       portion or all of the deferred asset will not be realized.

       Non-Employee Stock Based Compensation
       -------------------------------------

       The cost of stock-based compensation awards issued to non-employees for
       services is recorded at either the fair value of the services rendered or
       the instruments issued in exchange for such services, whichever is more
       readily determinable, using the measurement date guidelines enumerated in
       Emerging Issues Task Force Issue ("EITF") 96-18, "Accounting for Equity
       Instruments That Are Issued to Other Than Employees for Acquiring, or in
       Conjunction with Selling, Goods or Services."

       Employee Stock-Based Compensation
       ---------------------------------

       The Company accounts for stock options issued to employees in accordance
       with the provisions of Accounting Principles Board ("APB") Opinion No.
       25, "Accounting for Stock Issued to Employees," and related
       interpretations. As such, compensation cost is measured on the date of
       grant as the excess of the current market price of the underlying stock
       over the exercise price. Such compensation amounts are amortized over the
       shorter of the respective vesting or service periods of the option grant.
       The Company adopted the disclosure provisions of SFAS No. 123,
       "Accounting for Stock-Based Compensation" and SFAS No. 148, "Accounting
       for Stock-Based Compensation - Transition and Disclosure, an amendment of
       SFAS No. 123," which permits entities to provide pro forma net income
       (loss) and pro forma earnings (loss) per share disclosures for employee
       stock option grants as if the fair-valued based method defined in SFAS
       No. 123 had been applied.

       The exercise price of all options granted by the Company equaled the
       market price at the dates of grant. Accordingly, no compensation expense
       has been recognized. The difference between the Company's reported and
       pro forma net loss for the period ended December 31, 2005 is immaterial
       had compensation cost for the stock option plan been determined based on
       the fair value of the options at the grant dates consistent with the
       method of SFAS No. 123.

       Recent Accounting Pronouncements
       --------------------------------

       In December 2004, the Financial Accounting Standards Board ("FASB")
       issued SFAS No. 123(R), "Share-Based Payment, an Amendment of FASB
       Statement No. 123." SFAS No. 123(R) requires companies to recognize in
       the statement of operations the grant-date fair value of stock options
       and other equity-based compensation issued to employees. SFAS No. 123 (R)
       is effective for the Company for the first fiscal year beginning after
       December 15, 2005. Upon adoption of this pronouncement, the Company
       anticipates using the modified prospective method. The impact of this
       Statement will require the Company to record a charge for the fair value
       of stock options granted on a prospective basis over the vesting period.

                                      F-8



                                  PORTAGY CORP.
                          (A Development Stage Company)
                   Notes to Financial Statements (Continuted)
                                December 31, 2005


       NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
       (continued)

       Recent Accounting Pronouncements (continued)
       --------------------------------------------

       In April 2005, the Securities and Exchange Commission's Office of the
       Chief Accountant and its Division of Corporation Finance released Staff
       Accounting Bulletin ("SAB") No. 107 to provide guidance regarding the
       application of SFAS No. 123(R). SAB No. 107 provides interpretative
       guidance related to the interaction between Statement No. 123(R) and
       certain SEC rules and regulations, as well as the staff's views regarding
       the valuation of share-based payment arrangements for public companies.

       In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
       Corrections, a replacement of APB Opinion No. 20 and SFAS No. 3." This
       Statement replaces APB Opinion No. 20, "Accounting Changes," and FASB
       Statement No. 3, "Reporting Accounting Changes in Interim Financial
       Statements," and changes the requirements for the accounting for and
       reporting of a change in accounting principle. This Statement applies to
       all voluntary changes in accounting principle. It also applies to changes
       required by an accounting pronouncement in the unusual instance that the
       pronouncement does not include specific transition provisions. When a
       pronouncement includes specific transition provisions, those provisions
       should be followed.

       APB Opinion No. 20 previously required that most voluntary changes in
       accounting principles be recognized by including in net income of the
       period of the change the cumulative effect of changing to the new
       accounting principle. This Statement requires retrospective application
       to prior periods' financial statements of changes in accounting
       principle, unless it is impracticable to determine either the
       period-specific effects or the cumulative effect of the change. When it
       is impracticable to determine the period-specific effects of an
       accounting change on one or more individual prior periods presented, this
       Statement requires that the new accounting principle be applied to the
       balances of assets and liabilities as of the beginning of the earliest
       period for which retrospective application is practicable and that a
       corresponding adjustment be made to the opening balance of retained
       earnings (or other appropriate components of equity or net assets in the
       statement of financial position) for that period rather than being
       reported in an income statement. When it is impracticable to determine
       the cumulative effect of applying a change in accounting principle to all
       prior periods, this Statement requires that the new accounting principle
       be applied as if it were adopted prospectively from the earliest date
       practicable. This Statement shall be effective for accounting changes and
       corrections of errors made in fiscal years beginning after December 15,
       2005. The Company does not believe that the adoption of SFAS No. 154 will
       have a material effect on its financial statements.

       On June 29, 2005, the FASB ratified EITF Issue No. 05-2, "The Meaning of
       `Conventional Convertible Debt Instrument' in EITF Issue No. 00-19,
       `Accounting for Derivative Financial Instruments Indexed to, and
       Potentially Settled in, a Company's Own Stock.'" EITF Issue No. 05-2
       provides guidance on determining whether a convertible debt instrument is
       "conventional" for the purpose of determining when an issuer is required
       to bifurcate a conversion option that is embedded in convertible debt in
       accordance with SFAS No. 133. Issue No. 05-2 is effective for new
       instruments entered into and instruments modified in reporting periods
       beginning after June 29, 2005. The adoption of this pronouncement did not
       have a material effect on the Company's financial statements.

                                      F-9



                                  PORTAGY CORP.
                          (A Development Stage Company)
                   Notes to Financial Statements (Continuted)
                                December 31, 2005


       NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
       (continued)

       Recent Accounting Pronouncements (continued)
       --------------------------------------------

       In September 2005, the FASB ratified EITF Issue No. 05-7, "Accounting for
       Modifications to Conversion Options Embedded in Debt Instruments and
       Related Issues," which addresses whether a modification to a conversion
       option that changes its fair value affects the recognition of interest
       expense for the associated debt instrument after the modification and
       whether a borrower should recognize a beneficial conversion feature, not
       a debt extinguishment if a debt modification increases the intrinsic
       value of the debt (for example, the modification reduces the conversion
       price of the debt). This issue is effective for future modifications of
       debt instruments beginning in the first interim or annual reporting
       period beginning after December 15, 2005. The adoption of this
       pronouncement is not expected to have a material effect on the Company's
       financial statements.

       In September 2005, the FASB ratified EITF Issue No. 05-8, "Income Tax
       Consequences of Issuing Convertible Debt with a Beneficial Conversion
       Feature," which discusses whether the issuance of convertible debt with a
       beneficial conversion feature results in a basis difference arising from
       the intrinsic value of the beneficial conversion feature on the
       commitment date (which is recorded in the shareholder's equity for book
       purposes, but as a liability for income tax purposes), and, if so,
       whether that basis difference is a temporary difference under SFAS No.
       109, "Accounting for Income Taxes." This Issue should be applied by
       retrospective application pursuant to SFAS No. 154 to all instruments
       with a beneficial conversion feature accounted for under Issue 00-27
       included in financial statements for reporting periods beginning after
       December 15, 2005. The adoption of this pronouncement is not expected to
       have a material effect on the Company's financial statements.

       NOTE 2 - GOING CONCERN

       The accompanying financial statements have been prepared assuming the
       Company will continue as a going concern. The Company is in the
       development stage, incurred a net loss for the period from February 25,
       2005 (inception) to December 31, 2005, and has negative working capital
       as of December 31, 2005. These factors raise substantial doubt about the
       Company's ability to continue as a going concern.

       The Company's continued existence is dependent upon its ability to
       achieve profitability and to generate cash either from operations or
       financing. Management's plan is as follows:

              o      Complete the development of its acquired technologies.
              o      Establish independent sales agreements with representatives
                     to sell its products.
              o      Obtain additional financing. Subsequent to year end, the
                     Company received an aggregate of $541,500 cash from equity
                     and debt financing.
              o      As discussed in Note 8, the Company entered into an
                     Agreement and Plan of Merger with Cell Power Technologies,
                     Inc. and Portagy Acquisition Corp., a wholly-owned
                     subsidiary of Cell Power, on March 17, 2006. The merger is
                     expected to be treated for accounting purposes as a reverse
                     acquisition.

       There is no assurance that the Company will achieve profitability or will
       be able to generate cash flows from either operations or from debt or
       equity financings. The financial statements do not include any
       adjustments that might result from the outcome of these uncertainties.

                                      F-10



                                  PORTAGY CORP.
                          (A Development Stage Company)
                   Notes to Financial Statements (Continuted)
                                December 31, 2005


       NOTE 3 - PREPAID DISTRIBUTION RIGHTS

       On December 13, 2005, the Company entered into an Exclusive Supply and
       Distribution Agreement (the "Supply and Distribution Agreement") with
       Automotive Energy Systems, LLC ("AES"), a California Limited Liability
       Company. In connection with the Supply and Distribution Agreement, the
       Company was granted exclusive rights to distribute certain products of
       AES worldwide except for certain Asian countries and subject to certain
       pre-existing agreements. The Company must meet minimum purchase
       requirements (in units and in dollars) during the term of the agreement,
       commencing with the 120th day following the execution of the agreement,
       in order to maintain exclusive distribution rights for the territory with
       respect to the defined products. In the event the Company fails to attain
       the minimum purchase requirements, AES may, at its discretion, revoke
       upon 30 days written notice the exclusive distribution rights granted to
       the Company. The term of the Supply and Distribution Agreement is five
       years from December 13, 2005 and automatically renews for succeeding
       one-year terms unless cancelled by either party with 60 days notice.

       Under the Supply and Distribution Agreement, the Company was required to
       pay AES $400,000, which was recorded by the Company as prepaid
       distribution rights at December 31, 2005. Of the $400,000, the Company
       paid $200,000 as of December 31, 2005. On April 10, 2006, the agreement
       was amended and required the Company to pay AES the remaining $200,000
       from product sales at a rate of $2.00 per unit and to order a minimum of
       10,000 units of product by April 11, 2006 for delivery within 60 days.
       The minimum purchase requirement was subsequently satisfied by the
       Company.

       At December 31, 2005, the balance of prepaid distribution rights consists
       of the following:

                                               Useful Life             Amount
                                               -----------           ----------
         Prepaid distribution rights             5 years             $  400,000
         Less:  accumulated amortization                                 (3,333)
                                                                     ----------

                                                                     $  396,667
                                                                     ==========

       For the period from February 25, 2005 (inception) to December 31, 2005,
amortization expense amounted to $3,333.

       Amortization expense subsequent to the year ended December 31, 2005 is as
follows:

               Years ending December 31,
                          2006                  $   80,000
                          2007                      80,000
                          2008                      80,000
                          2009                      80,000
                          2010                      76,667
                                                ----------
                                                $  396,667
                                                ==========

                                      F-11



                                  PORTAGY CORP.
                          (A Development Stage Company)
                   Notes to Financial Statements (Continuted)
                                December 31, 2005


       NOTE 4 -  SHAREHOLDERS' EQUITY

       Preferred Stock
       ---------------

       The Company is authorized to issue 5,000,000 shares of preferred stock,
       par value $.001, with such designations, rights and preferences as may be
       determined from time to time by the Board of Directors.

       On June 9, 2005, the Company's Board of Directors approved the creation
       of 3,000,000 shares of Series A Convertible Preferred Stock ("Series A
       Preferred") having the following rights, preferences and limitations: (a)
       each share of Series A Preferred shall have a $.001 par value and no
       stated value; (b) the Series A Preferred shareholders shall have the
       right to vote on any matter affecting the Company in the same manner as
       shares of common stock. Each share of Series A Preferred shall be
       entitled to 100 votes per share; (c) each Series A Preferred is
       convertible into the same number of shares of common stock of the Company
       on a one shares for one shares basis. As of December 31, 2005, there were
       2,250,000 shares of Series A Preferred issued and outstanding.

       Common Stock
       ------------

       In March and May 2005, the Company issued 3,000,000 shares of common
       stock to the founders of the Company for gross proceeds of $30,000. On
       May 2, 2005, these shares were exchanged for 2,250,000 shares of Series A
       Preferred. In connection with this exchange, the founders were also
       granted warrants to purchase 2,250,000 shares of the Company's common
       stock at an exercise price of $.10 per share. These warrants expire on
       May 2, 2010.

       On June 7, 2005, the Company issued to its lawyers 300,000 founder shares
       of common stock and warrants to purchase 300,000 shares of the Company's
       common stock at an exercise price of $0.10 per share. These warrants
       expire on June 7, 2010. In connection therewith, the Company recorded
       legal expenses of $30,000.

       In July 1, 2005, in connection with the employment agreements with its
       two executives, the Company issued 225,000 shares of common stock. The
       Company valued the 225,000 shares issued under the employment agreements
       at $0.47 per share and recorded deferred compensation of $105,750. In
       November 1, 2005, the agreements were amended and the Company issued an
       additional 125,000 shares of common stock and recorded an additional
       deferred compensation of $58,750. The deferred compensation is amortized
       over the life of the agreements which is 24 months.

       In July 8, 2005, the Company sold 750,000 shares of common stock and
       granted warrants to purchase 750,000 shares of the Company's common stock
       for net proceeds of $339,633 (net of legal fees of $10,367). Each warrant
       entitles the holder to purchase one share of the Company's common stock
       at an exercise price of $0.10 per share and expires on July 8, 2010.

       In December 16, 2005, the Company sold 666,664 shares of common and
       granted warrants to purchase 333,328 shares of the Company's common stock
       for proceeds of $200,000. Each warrant entitles the holder to purchase
       one share of the Company's common stock at an exercise price of $0.75 per
       share and expires on December 16, 2010.

                                      F-12



                                  PORTAGY CORP.
                          (A Development Stage Company)
                   Notes to Financial Statements (Continuted)
                                December 31, 2005


       NOTE 4 -  SHAREHOLDERS' EQUITY (continued)

       Common Stock (continued)
       ------------------------

       On December 15, 2005, in connection with an Exclusive Licensee Agreement
       (See note 6), the Company issued 200,000 shares of common stock to Bavli
       Group International, Inc. ("Bavli"), an independent sales agent, as
       additional compensation under the Exclusive Licensee Agreement. The
       Company valued the 200,000 common shares at fair value of $0.30 per share
       and recorded deferred compensation of $60,000, which is amortized over
       the term of the agreement which is six years. Additionally, the Company
       granted Bavli warrants to purchase 400,000 shares of the Company's common
       stock at an exercise price of $0.75 per share, which expire on December
       15, 2010. For the period ended December 31, 2005, the Company recorded
       deferred compensation of $100,000 which is amortized over the term of the
       agreement which is six years. The fair market value of the warrants
       granted is estimated on the date of grant using the Black-Scholes
       option-pricing model.

       Stock Options
       -------------

       During July 2005, in connection with the employment agreements with its
       two executives, the Company granted a total of 600,000 stock options at
       an exercise price of $0.75 per share. These options vest as follows:
       200,000 shares on the sixth month anniversary of the grant; 200,000
       shares on the first anniversary of the grant and the remaining 200,000
       shares on the 18th month anniversary of the grant.

       The exercise price for the options granted exceeded the fair market value
       of the common stock at the grant date. Accordingly, under APB 25, no
       compensation expense was recognized.

       A summary of the status of the Company's outstanding stock options as of
       December 31, 2005 is as follows:

                                                                       Weighted
                                                                        average
                                                                        exercise
                                                            Shares       price
                                                           --------    --------
       Outstanding at February 25, 2005 (inception)              --    $     --
       Granted                                              600,000        0.75
                                                           --------    --------

       Outstanding at December 31, 2005                     600,000    $   0.75
                                                           ========    ========

       Options exercisable at end of period                      --    $   0.75
                                                           ========    ========

       Weighted-average fair value of options
          granted during period                                        $   0.75

       Weighted average remaining contractual life (years)                 4.50


                                      F-13



                                  PORTAGY CORP.
                          (A Development Stage Company)
                   Notes to Financial Statements (Continuted)
                                December 31, 2005


       NOTE 5 - INCOME TAXES

       The Company accounts for income taxes under SFAS No. 109, "Accounting for
       Income Taxes." SFAS No. 109 requires the recognition of deferred tax
       assets and liabilities for both the expected impact of differences
       between the financial statements and the tax basis of assets and
       liabilities, and for the expected future tax benefit to be derived from
       tax losses and tax credit carry forwards. SFAS 109 additionally requires
       the establishment of a valuation allowance to reflect the likelihood of
       realization of deferred tax assets. The Company has a net operating loss
       carryforward for tax purposes totaling approximately $803,614 at December
       31, 2005 expiring through the year 2025. Internal Revenue Code Section
       382 places a limitation on the amount of taxable income that can be
       offset by carryforwards after a change in control (generally greater than
       a 50% change in ownership).

       A reconciliation of the statutory federal income tax rate and the
       effective income tax rate is as follows for the year ended December 31,
       2005:

       Statutory federal income tax rate                          34%
       Increase (decrease) in taxes resulting from:
            State tax, net of federal tax effect                   6%
            Valuation allowance                                  (40%)
                                                             -------
       Effective income tax rate                                  --%
                                                             =======
       Deferred tax assets and liabilities are provided for significant income
       and expense items recognized in different years for tax and financial
       reporting purposes. Temporary differences, which give rise to a net
       deferred tax asset is as follows:

               Deferred tax assets:
                   Net operating loss carryforward            $   295,000

               Less:  valuation allowance                        (295,000)
                                                              -----------
                                                              $        --
                                                              ===========


       The Company fully reserved the net deferred tax assets due to the fact
       that substantial uncertainty exists as to the utilization of any of its
       deferred tax assets in future period.

                                      F-14



                                  PORTAGY CORP.
                          (A Development Stage Company)
                   Notes to Financial Statements (Continuted)
                                December 31, 2005


       NOTE 6 - COMMITMENTS AND CONTINGENCIES

       Employment Agreements
       ---------------------

       Effective July 1, 2005, the Company entered into an employment agreement
       with its president for a 24-month period ending June 30, 2007, unless
       earlier terminated by the Company or the employee. In addition to an
       annual salary of $250,000, the agreement entitled the officer to bonus
       compensation (in cash and/or capital stock) based on the achievement of
       certain milestones and is entitled to participate in such pension, profit
       sharing, group insurance, hospitalization, and group health and benefit
       plans and all other benefits and plans as the Company provides to its
       senior executives. Additionally, the Company issued 125,000 shares of
       common stock and granted 300,000 options to this executive. In November
       2005, the agreement was amended and the Company issued an additional
       83,333 shares of common stock to the president (Note 4).

       Effective July 15, 2005, the Company entered into an employment agreement
       with its vice-president for a 24-month period ending July 14, 2007,
       unless earlier terminated by the Company or the employee. In addition to
       an annual salary of $125,000, the agreement entitled the officer to bonus
       compensation (in cash and/or capital stock) based on the achievement of
       certain milestones and participation in such pension, profit sharing,
       group insurance, hospitalization, and group health and benefit plans and
       all other benefits and plans as the Company provides to its senior
       executives. Additionally, the Company issued 100,000 shares of common
       stock and granted 300,000 options to this executive. In November 2005,
       the agreement was amended and the Company issued an additional 41,667
       shares of common stock to the vice-president (Note 4).

       Exclusive Licensee Agreement
       ----------------------------

       On December 15, 2005, the Company entered into an Exclusive Licensee
       Agreement (the "Licensee Agreement") with Bavli Group International, Inc.
       ("Bavli"), an independent sales agent. Under the terms of the Licensee
       Agreement, the Company granted to Bavli the exclusive right to sell
       certain products of the Company in certain territories. The exclusive
       territories are Germany, Austria, Switzerland, the Middle East,
       Australia, New Zealand and South Africa. Bavli also has non-exclusive
       rights to distribute the Company's products to certain customers in the
       United States including Home Depot, Tru Value and Ace Hardware. Bavli
       must meet minimum sale requirements during the term of the agreement in
       order to maintain the exclusive right to sell the products. During the
       term of the Licensee Agreement, the Company will pay Bavli an amount
       equal to 50% of the Net Profits, as defined. Net profits will be
       calculated by subtracting from the gross revenues generated from the sale
       of a product by Bavli (i) the cost of the product, (ii) any sales
       discounts, returns, rebates or price adjustments, (iii) shipping and
       insurance costs for US sales only and (iv) account program costs,
       including but not limited to advertising, marketing and promotional
       expenses incurred by the Company.

       In connection with the Licensee Agreement, the Company issued 200,000
       shares of the Company's common stock as additional compensation (Note 4).
       The Company also granted Bavli warrants to purchase 400,000 shares of the
       Company's common stock at an exercise price of $0.75 per share, which
       expire on December 15, 2010. Within 15 days of the satisfaction of the
       minimum sales requirements, the Company will issue to Bavli 200,000
       shares of the Company's common stock upon sale of at least 500,000 units
       of certain products during the period beginning on December 13, 2005 and
       ending on April 21, 2007. Additionally, in consideration for amending the
       Exclusive Supply and Distribution Agreement between the Company and
       Bavli, the Board of Directors agreed to issue Bavli warrants to purchase
       1,400,000 shares of the Company's common stock exercisable at $0.75 per
       share for five years.

                                      F-15



                                  PORTAGY CORP.
                          (A Development Stage Company)
                   Notes to Financial Statements (Continuted)
                                December 31, 2005


       NOTE 6 - COMMITMENTS AND CONTINGENCIES (continued)

       Exclusive Supply and Distribution Agreement
       -------------------------------------------

       On December 13, 2005, the Company entered into an Exclusive Supply and
       Distribution Agreement (the "Supply and Distribution Agreement") with AES
       under which the Company was appointed the exclusive worldwide distributor
       for AES' portable energy products with certain limited geographic
       exceptions. AES holds the rights to the product referred to in Note 1.
       Under the Agreement, in order to maintain the exclusive distribution
       rights, the Company must place orders for at least 250,000 units to be
       sold in North America and 250,000 units and the rest of its exclusive
       territory by April 21, 2007. During the four subsequent year periods each
       ending April 21, the Company's minimum purchase obligations will increase
       to orders of 400,000 units to be ordered in North America and 400,000
       units elsewhere in the last year. Additionally, beginning with April 21,
       2006, the Company must meet certain dollar amounts in its minimum
       purchases consisting of $300,000 in the three-month period beginning
       December 13, 2005 and ending July 21, 2006 with increasing amounts during
       the subsequent three-month periods through April 21, 2007 and increasing
       amounts during each of the prior years. If the Company fails to meet the
       unit and dollar volume order requirements, AES may revoke the exclusive
       distribution rights or terminate the Company's rights completely.

       Under the Supply and Distribution Agreement, the Company was required to
       pay AES $400,000, which was recorded by the Company as prepaid
       distribution rights at December 31, 2005. Of the $400,000, the Company
       paid $200,000 as of December 31, 2005. On April 10, 2006, the agreement
       was amended and required the Company to pay AES the remaining $200,000
       from product sales at a rate of $2.00 per unit and to order a minimum of
       10,000 units of product by April 11, 2006 for delivery within 60 days.
       The minimum purchase requirement was subsequently satisfied by the
       Company.

       NOTE 7 - PURCHASE AGREEMENT

       On May 20, 2005, as amended on July 20, 2005, the Company entered into a
       Purchase Agreement (the "Purchase Agreement") with Nanchang Zibo
       Enterprises Co. LTD ("Zibo"), a company formed under the laws of the
       People's Republic of China and ZAP, Inc., a California Company ("ZAP"),
       whereby the Company would buy certain assets and/or common stock of Zibo
       and ZAP. In connection with the Purchase Agreement, the Company issued
       2,000,000 and 3,000,000 shares of its common stock to Zibo and ZAP,
       respectively. The Company valued these shares at $.47 per share based on
       recent sales of shares of the Company's common stock and recorded
       $2,350,000 as deferred purchase fee, a contra-equity account.

       On December 24, 2005, the Company and Zibo entered into an Exclusive
       Distribution Agreement (the "Distribution Agreement") which cancelled the
       Purchase Agreement and all related agreements entered into between the
       parties. The Distribution Agreement granted to the Company exclusive
       rights to distribute certain products of Zibo worldwide except for Asia
       (excluding India). In connection with the Distribution Agreement, Zibo
       returned and the Company cancelled, upon receipt, 1,000,000 shares of the
       Company's common stock with a value of $470,000. As a result of the
       cancellation of the Purchase Agreement and the signing of the
       Distribution Agreement, the Company reclassified the unamortized portion
       of the deferred purchase fee amounting to $360,333 to deferred
       distribution fee. Additionally, the Company forfeited its equity interest
       in Zibo and its interest in any of Zibo's intellectual property. The
       Company had previously paid Zibo a deposit of $150,000 which was expensed
       in 2005.

                                      F-16



                                  PORTAGY CORP.
                          (A Development Stage Company)
                   Notes to Financial Statements (Continuted)
                                December 31, 2005


       NOTE 7 - PURCHASE AGREEMENT (continued)

       As a result of certain alleged improper conduct, the Company terminated
       its relationship with Zibo, by a letter dated January 11, 2006, and
       cancelled the remaining 1,000,000 shares issued to Zibo.

       In January 2006, the Company cancelled the 3,000,000 shares of common
       stock issued to ZAP due to the Company's contention of lack of
       consideration provided by ZAP to the Company pursuant to the Purchase
       Agreement. The lack of consideration stemmed from the Zibo transaction
       referenced in the preceding paragraph.


       NOTE 8 - SUBSEQUENT EVENTS

       In January 2006, the Company sold 83,333 shares of common stock and
       issued warrants to purchase 41,666 shares of the Company's common stock
       for gross proceeds of $25,000. Each warrant entitles the holder to
       purchase one share of the Company's common stock at an exercise price of
       $0.75 per share and expires on January 17, 2011.

       In February 2006, the Company received loans for $17,500 evidenced by
       promissory notes. The notes are due on demand and bear interest at 8% per
       annum. In addition to the notes, the Company issued 500,000 shares of
       common stock valued at $.30 per share and recorded $150,000 as financing
       fees.

       In February 2006, one of the founders surrendered to the Company 600,000
       shares of his Series A convertible preferred stock at no cost to the
       Company. The Company then resold to another shareholder the 600,000
       shares of Series A preferred stock for $40,000.

       In March 2006, the Company received loans for $104,000 evidenced by
       promissory notes. The notes are on due demand and bear interest at 8% per
       annum. In addition to the notes, the Company issued 750,000 shares of
       common stock valued at $.30 per share and recorded $225,000 as financing
       fees.

       In March 2006, the Company issued 500,000 shares of commons stock to its
       law firm for the cancellation of legal fees amounting to $17,500. The
       Company valued the common stock at $.30 per share and recorded additional
       legal fees of $132,500.

       In April and May 2006, the Company sold convertible notes for an
       aggregate amount of $275,000. The convertible notes are payable one year
       after issuance and bear interest at 6% per annum. The holders of the
       notes have the right after May 1, 2006, to convert all or any portion of
       the principal amount of the note outstanding into shares of the Company's
       common stock, by dividing the amount of principal and accrued interest by
       one-half of the last sale price of the Company's common stock prior to
       the date of conversion. Additionally, the convertible notes contain an
       undertaking to require Cell Power Technologies, Inc. or such other
       publicly-held issuer with which the Company merges to issue to the
       lenders convertible notes of the publicly-held issuer on substantially
       similar terms, except they will be convertible into the common stock of
       the issuer.

       In May 2006, the Company received loans for $75,000 evidenced by
       promissory notes. The notes are due on demand and bear interest at 8% per
       annum. In addition to the notes, the Company issued 540,000 shares of
       common stock valued at $.30 per share or $162,000. These notes were
       subsequently repaid in May 2006 from the proceeds of the convertible
       notes above.

                                      F-17



                                  PORTAGY CORP.
                          (A Development Stage Company)
                   Notes to Financial Statements (Continuted)
                                December 31, 2005


       NOTE 8 - SUBSEQUENT EVENTS (continued)

       In June 2006, the Company received a loan for $5,000 evidenced by a
       promissory note. The note is due on demand and does not bear interest. In
       addition to the note, the Company issued 25,000 shares of common stock
       valued at $.30 per share or $7,500.

       In January 2006, the Company cancelled the remaining 1,000,000 shares of
       common stock issued to Zibo due to Zibo's alleged improper conduct
       including its breach of the Exclusive Distribution Agreement dated
       December 24, 2005 by and between the Company and Zibo and the alleged
       lack of consideration provided by Zibo to the Company pursuant to the
       Purchase Agreement dated May 20, 2005 by and among the Company, ZAP and
       Zibo (Note 7.) In May 2006, the Company's Board of Directors ratified the
       action taken by the Company in January 2006 in canceling the securities
       issued to Zibo and ZAP, which is discussed in the next paragraph.

       In January 2006, the Company cancelled the 3,000,000 shares of common
       stock issued to ZAP due to the Company's contention of lack of
       consideration provided by ZAP to the Company pursuant to the Purchase
       Agreement. The lack of consideration stemmed from the Zibo transaction
       referenced in the preceding paragraph.

       In May 2006, the Company's President and Vice President resigned as the
       result of non-payment of compensation due them under the employment
       agreements referred to above. Subsequent to the resignations, the Company
       became aware of certain improper conduct information not previously
       disclosed. Consequently, the Company cancelled the stock certificates
       issued to the two executives for 350,000 shares of the Company's common
       stock and options to purchase 600,000 shares of the Company's common
       stock.

       In April 2006, the Company's Board of Directors appointed as its Chief
       Executive Officer the principal shareholder and President of Bavli and
       agreed to pay him a salary of $12,500 per month for 24 months.
       Additionally, in consideration of amending the Exclusive Supply and
       Distribution Agreement between the Company and Bavli, the Board of
       Directors agreed to issue Bavli warrants to purchase 1,400,000 shares of
       the Company's common stock exercisable at $0.75 per share for five years.

       On March 17, 2006, the Company entered into an Agreement and Plan of
       Merger (the "Merger Agreement") with Cell Power Technologies, Inc. ("Cell
       Power") and Portagy Acquisition Corp., a Florida corporation and a
       wholly-owned subsidiary of Cell Power (the "Acquisition Sub"). On August
       11, 2006, the Company, Cell Power, and the Acquisition Sub amended and
       closed the merger transaction contemplated under the Merger Agreement. As
       a result of the transaction, the Company became a wholly-owned subsidiary
       of Cell Power and the former owners of the Company became the controlling
       stockholders of Cell Power. Accordingly, the transaction is treated for
       accounting purposes as a reverse acquisition. Under the amended Merger
       Agreement, each share of the Company's common stock and preferred stock
       issued and outstanding immediately prior to the closing of the Merger was
       converted into approximately 2.445 shares or a total of 16,051,413 shares
       of Cell Power's common stock. Consequently, Cell Power had 23,277,673
       shares of common stock issued and outstanding after the Merger. The
       Company changed its fiscal year end from December 31 to October 31 and
       adopted Cell Power Technologies, Inc. as its corporate name.

                                      F-18



                                  PORTAGY CORP.
                          (A Development Stage Company)
                             CONDENSED BALANCE SHEET
                                  (Unaudited)
                                 MARCH 31, 2006






                                                                                

                                     ASSETS

CURRENT ASSETS
  Cash                                                                             $         8
  Prepaid expenses                                                                      72,750
                                                                                   -----------

     Total current assets                                                               72,758


Prepaid distribution rights, net                                                       376,667
                                                                                   -----------

     Total assets                                                                  $   449,425
                                                                                   ===========

                      LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES
   Notes payable to related parties                                                $   121,500
   Accounts payable                                                                    368,970
   Accrued expenses                                                                     11,688
                                                                                   -----------

     Total current liabilities                                                         502,158
                                                                                   -----------

SHAREHOLDERS' DEFICIT
  Preferred stock ($.001 par value; 5,000,000 shares authorized) Series A
    convertible preferred stock ($.001 par value; 3,000,000 shares authorized;
    2,250,000 shares issued and outstanding)                                             2,250
  Common stock ($.001 par value; 50,000,000 shares authorized;
    4,099,997 shares issued and outstanding)                                             4,100
  Additional paid-in capital                                                         1,781,950
  Deferred compensation                                                               (264,827)
  Deficit accumulated during development stage                                      (1,576,206)
                                                                                   -----------

     Total shareholders' deficit                                                       (52,733)
                                                                                   -----------

     Total liabilities and shareholders' deficit                                   $   449,425
                                                                                   ===========







            See accompanying notes to condensed financial statements.

                                      F-19



                                  PORTAGY CORP.
                          (A Development Stage Company)
                       CONDENSED STATEMENTS OF OPERATIONS
                                   (Unaudited)



                                                                For the period from   For the period from
                                                                 February 25, 2005     February 25, 2005
                                              For the three        (inception)           (inception)
                                              months ended           through               through
                                                March 31,           March 31,              March 31,
                                                  2006                2005                   2006
                                               ----------          -----------           -----------
Revenues                                       $       --          $        --           $        --
                                               ----------          -----------           -----------
                                                                                
Operating expenses
Salaries, commission and related taxes             57,504                   --               185,812
Depreciation and amortization                      47,229                   --               357,245
Other general and administrative                  292,025                   70               657,315
                                               ----------          -----------           -----------
Total operating expenses                          396,758                   70             1,200,372

Other expenses
Financing fees                                   (375,000)                  --              (375,000)
Interest expense                                     (834)                  --                  (834)
                                               ----------          -----------           -----------

Total other expenses                             (375,834)                  --              (375,834)

Net loss                                       $ (772,592)         $       (70)          $(1,576,206)

Deemed dividend                                    40,000                   --                40,000
                                               ----------          -----------           -----------

Net loss applicable to common shareholders     $ (812,592)         $       (70)          $(1,616,206)
                                               ==========          ===========           ===========












            See accompanying notes to condensed financial statements.

                                      F-20





                                  PORTAGY CORP.
                          (A Development Stage Company)
                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)




                                                                                  For the period from   For the period from
                                                                                   February 25, 2005     February 25, 2005
                                                                 For the three       (inception)           (inception)
                                                                 months ended          through              through
                                                                   March 31,           March 31,            March 31,
                                                                     2006                2005                 2006
                                                                 -----------         -----------         ------------
                                                                                                
Cash flows from operating activities:
  Net loss                                                       $  (772,592)        $       (70)        $ (1,576,206)
  Adjustments to reconcile net loss to net cash used in
    operating activities:
      Property and equipment write off                                    --                  --                4,216
      Depreciation and amortization                                   47,229                  --              357,245
      Non-cash financing fees                                        375,000                  --              375,000
      Non-cash legal fees                                            150,000                  --              180,000
      Changes in operating assets and liabilities:
         Increase in prepaid expenses                                (44,250)                 --              (72,750)
         Increase in accounts payable                                 60,860                  --              168,970
         (Decrease) increase in accrued expenses                      (5,514)                 --               11,688
                                                                 -----------         -----------         ------------

      Net cash used in operating activities                         (189,267)                (70)            (551,837)
                                                                 -----------         -----------         ------------

Cash flows from investing activities:
  Purchase of property and equipment                                      --                  --               (4,288)
  Prepayment of distribution rights                                       --                  --             (200,000)
                                                                 -----------         -----------         ------------

      Net cash used in investing activities                               --                  --             (204,288)
                                                                 -----------         -----------         ------------

Cash flows from financing activities:
  Proceeds from notes payable                                        121,500                  --              121,500
  Proceeds from sale of preferred stock                               40,000                  --               40,000
  Net proceeds from sale of common stock                              25,000              20,000              594,633
                                                                 -----------         -----------         ------------

      Net cash provided by financing activities                      186,500              20,000              756,133
                                                                 -----------         -----------         ------------

      Net (decrease) increase in cash                                 (2,767)             19,930                    8

Cash - beginning of period                                             2,775                  --                   --
                                                                 -----------         -----------         ------------

Cash - end of period                                             $         8         $    19,930         $          8
                                                                 -----------         -----------         ------------


Non-cash investing and financing activities:
  Common stock issued for notes payable                          $   375,000         $        --         $    375,000
                                                                 -----------         -----------         ------------
  Common stock issued for legal services                         $   150,000         $        --         $    180,000
                                                                 -----------         -----------         ------------
  Accrual of prepaid distribution rights                         $         -         $        --         $    200,000
                                                                 -----------         -----------         ------------
  Common stock issued for purchase agreement                     $         -         $        --         $  2,350,000
                                                                 -----------         -----------         ------------
  Common stock and warrants issued for future services           $         -         $        --         $    324,500
                                                                 -----------         -----------         ------------





            See accompanying notes to condensed financial statements.

                                      F-21




                                  PORTAGY CORP.
                          (A Development Stage Company)
                     Notes to Condensed Financial Statements
                    For the Three Months Ended March 31, 2006
                                   (Unaudited)


       NOTE 1 - BASIS OF PRESENTATION

       In the opinion of management of Portagy Corp. (the "Company"), the
       unaudited financial information presented reflects all adjustments
       (consisting primarily of normal recurring accruals) which are necessary
       for a fair presentation of the results of operations, financial position,
       and cash flows for the interim periods presented. The financial
       statements for the interim periods ended March 31, 2005 and 2006 were
       prepared in accordance with accounting principles generally accepted in
       the United States of America for interim financial information. The
       results of operations are not necessarily indicative of the results of
       operations for a full year. Certain information and note disclosures
       generally included in annual financial statements prepared in accordance
       with generally accepted accounting principles have been condensed or
       omitted in accordance with Securities and Exchange Commission ("SEC")
       rules and regulations. These financial statements should be read in
       conjunction with the audited financial statements and notes for the year
       ended December 31, 2005 included elsewhere in this Form 8-K.

       NOTE 2 - GOING CONCERN

       The accompanying unaudited financial statements have been prepared
       assuming the Company will continue as a going concern. The Company is in
       the development stage, incurred a loss for the period from February 25,
       2005 (inception) to March 31, 2006, and has negative working capital.
       These factors raise substantial doubt about the Company's ability to
       continue as a going concern. The Company's continued existence is
       dependent upon its ability to achieve profitability and to generate cash
       either from operations or financing. Management's plan is as follows:

              o      Complete the development of its acquired technologies.
              o      Establish independent sales agreements with representatives
                     to sell its products.
              o      Obtain additional financing. Subsequent to the quarter, the
                     Company received an aggregate of $355,000 cash from equity
                     and debt financing.
              o      As discussed in Note 5, the Company entered into an
                     Agreement and Plan of Merger with Cell Power Technologies,
                     Inc. and Portagy Acquisition Corp., a wholly-owned
                     subsidiary of Cell Power, on March 17, 2006. The merger,
                     which closed on August 11, 2006, is treated for accounting
                     purposes as a reverse acquisition.

       There is no assurance that the Company will achieve profitability or will
       be able to generate cash flows from operations or debt or equity
       financings. The financial statements do not include any adjustments that
       might result from the outcome of these uncertainties.

       NOTE 3 - NOTES PAYABLE TO RELATED PARTIES

       In February 2006, the Company borrowed $17,500 from a shareholder
       evidenced by promissory notes. The notes are due on demand and bear
       interest at 8% per annum. In addition to the notes, the Company issued
       500,000 shares of common stock valued at $.30 per share and recorded
       $150,000 as financing fees.

       In March 2006, the Company borrowed $104,000 from another shareholder
       evidenced by promissory notes. The notes are due on demand and bear
       interest at 8% per annum. In addition to the notes, the Company issued
       750,000 shares of common stock valued at $.30 per share and recorded
       $225,000 as financing fees.

                                      F-22



                                  PORTAGY CORP.
                          (A Development Stage Company)
               Notes to Condensed Financial Statements (Continued)
                    For the Three Months Ended March 31, 2006
                                   (Unaudited)


       NOTE 4 - SHAREHOLDERS' DEFICIT

       In January 2006, the Company terminated its relationship with Zibo and
       cancelled the Exclusive Distribution Agreement dated December 24, 2005 by
       and between the Company and Zibo and the 4,000,000 shares previously
       issued to Zibo.

       On January 3, 2006, the Company sold 83,333 shares of common stock and
       issued warrants to purchase 41,666 shares of the Company's common stock
       for gross proceeds of $25,000. Each warrant entitles the holder to
       purchase one share of the Company's common stock at an exercise price of
       $0.75 per share and expires on January 17, 2011.

       On February 10, 2006, one of the founders surrendered 600,000 shares of
       his Series A convertible preferred stock to the Company at no cost to the
       Company. The Company then sold the 600,000 shares of Series A preferred
       stock for $40,000 to another shareholder. The beneficial conversion
       feature of the preferred stock gave the preferred stockholder the ability
       to convert his preferred shares into common stock at a price per share
       less than the last sale of the common stock. Accordingly, the Company
       recorded a beneficial conversion feature charge of $40,000 which was
       recorded as a deemed dividend and an increase to additional paid in
       capital.

       On March 14, 2006, the Company issued 500,000 shares of common stock to
       its law firm for cancellation of legal fees amounting to $17,500. The
       Company valued the common stock at $.30 per share and recorded additional
       legal fees of $132,500.

       NOTE 5 - SUBSEQUENT EVENTS

       In April and May 2006, the Company sold convertible notes for an
       aggregate amount of $275,000. The convertible notes are payable one year
       after issuance and bear interest at 6% per annum. The holders of the
       notes have the right after May 1, 2006, to convert all or any portion of
       the principal amount of the note outstanding into shares of the Company's
       common stock, by dividing the amount of principal and accrued interest by
       one-half of the last sale price of the Company's common stock prior to
       the date of conversion. Additionally, the convertible notes contain a
       provision requiring Cell Power Technologies, Inc. or such other
       publicly-held issuer with which the Company merges to issue to the
       lenders convertible notes of the publicly-held issuer on substantially
       similar terms, except they will be convertible into the common stock of
       the issuer.

       In May 2006, the Company received loans for $75,000 evidenced by
       promissory notes. The notes are due on demand and bear interest at 8% per
       annum. In addition to the notes, the Company issued 540,000 shares of
       common stock valued at $.30 per share or $162,000. These notes were
       subsequently repaid in May 2006 from the proceeds of the convertible
       notes above.

       In June 2006, the Company received a loan for $5,000 evidenced by a
       promissory note. The note is due on demand and does not bear interest. In
       addition to the note, the Company issued 25,000 shares of common stock
       valued at $.30 per share or $7,500.

       In May 2006, the Company's President and Vice President resigned as the
       result of non-payment of compensation due them under their respective
       employment agreements. Subsequent to the resignations, the Company became
       aware of certain improper conduct and information not previously
       disclosed. Consequently, the Company cancelled the stock certificates
       issued to the two executives for 350,000 shares of the Company's common
       stock and options to purchase 600,000 shares of the Company's common
       stock.

                                      F-23



                                  PORTAGY CORP.
                          (A Development Stage Company)
               Notes to Condensed Financial Statements (Continued)
                    For the Three Months Ended March 31, 2006
                                   (Unaudited)


       NOTE 5 - SUBSEQUENT EVENTS (continued)

       In April 2006, the Company's Board of Directors appointed as its Chief
       Executive Officer the principal shareholder and President of Bavli and
       agreed to pay him a salary of $12,500 per month for 24 months.
       Additionally, in consideration for amending the Exclusive Supply and
       Distribution Agreement between the Company and Bavli, the Board of
       Directors agreed to issue Bavli warrants to purchase 1,400,000 shares of
       the Company's common stock exercisable at $0.75 per share for five years.

       On March 17, 2006, the Company entered into an Agreement and Plan of
       Merger (the "Merger Agreement") with Cell Power Technologies, Inc. ("Cell
       Power") and Portagy Acquisition Corp., a Florida corporation and a
       wholly-owned subsidiary of Cell Power (the "Acquisition Sub"). On August
       11, 2006, the Company, Cell Power, and the Acquisition Sub amended and
       closed the merger transaction contemplated under the Merger Agreement. As
       a result of the transaction, the Company became a wholly-owned subsidiary
       of Cell Power and the former owners of the Company became the controlling
       stockholders of Cell Power. Accordingly, the transaction is treated for
       accounting purposes as a reverse acquisition. Under the amended Merger
       Agreement, each share of the Company's common stock and preferred stock
       issued and outstanding immediately prior to the closing of the Merger was
       converted into approximately 2.445 shares or a total of 16,051,413 shares
       of Cell Power's common stock. Consequently, Cell Power had 23,277,673
       shares of common stock issued and outstanding after the Merger. The
       Company changed its fiscal year end from December 31 to October 31 and
       adopted Cell Power Technologies, Inc. as its corporate name.



                                      F-24

EX-99.2

                                                                    EXHIBIT 99.2

                          CELL POWER TECHNOLOGIES, INC.

        Introduction to Pro Forma Condensed Combined Financial Statements

                                   (Unaudited)

The following unaudited pro forma condensed combined financial statements give
effect to the acquisition transaction of Portagy Corp. ("Portagy"). On August
11, 2006, Cell Power Technologies, Inc. ("Cell Power"), a public shell
corporation, issued 16,051,413 shares of its common stock in exchange for all of
the common and preferred stock of Portagy. As a result of the transaction, the
former owners of Portagy became the controlling stockholders of Cell Power.
Accordingly, the acquisition of Portagy by Cell Power is treated for accounting
purposes as a reverse acquisition. The transaction is more fully described in
Note 5 to the unaudited financial statements of Portagy for the three months
ended March 31, 2006.

The accompanying unaudited pro forma condensed combined balance sheet presents
the balance sheet of Portagy and Cell Power as of March 31, 2006 as if the
acquisition of Portagy by Cell Power occurred on that date. The accompanying
unaudited pro forma combined statements of operations present the results of
operations of Portagy and Cell Power for the three months ended March 31, 2006
and for the year ended December 31, 2005 as if the aforementioned transaction
had occurred at the beginning of the respective periods.

The pro forma amounts have been developed from (a) the audited financial
statements of Cell Power contained in its Form 10-KSB for the year ended October
31, 2005, (b) the unaudited financial statements of Cell Power contained in its
Form 10-QSB for the three months ended April 30, 2006, (c) the audited financial
statements of Portagy as of December 31, 2005 and for the period from February
25, 2005 (inception) to December 31, 2005, and (d) the unaudited financial
statements of Portagy for the three months ended March 31, 2006.

The accompanying unaudited pro forma condensed combined financial statements are
provided for illustrative purposes only and do not purport to represent what the
actual combined results of operations or the combined financial position of Cell
Power would have been had the acquisition occurred on the dates assumed, nor are
they necessarily indicative of future combined results of operations or combined
financial position.


                         CELL POWER TECHNOLOGIES, INC.
                   PRO FORMA CONDENSED COMBINED BALANCE SHEET
                                  (unaudited)



                                                                      Historical                             Pro Forma
                                                           --------------------------------      -----------------------------------
                                                           April 30, 2006    March 31, 2006      Adjustments
                                                                                                 --------------
                                                             Cell Power          Portagy         Credit (Debit)           Combined
                                                           --------------    --------------      -------------          -----------
                                                                (1)                (2)
                                                                                                            
                        Assets

Current assets
  Cash                                                      $       658        $         8        $      --             $       666
  Prepaid expenses                                                9,474             72,750               --                  82,224
                                                            -----------        -----------        -----------           -----------
   Total current assets                                          10,132             72,758               --                  82,890

Prepaid distribution rights, net                                   --              376,667               --                 376,667
                                                            -----------        -----------        -----------           -----------

   Total assets                                             $    10,132        $   449,425        $      --             $   459,557
                                                            ===========        ===========        ===========           ===========

         Liabilities and shareholders' deficit

Current liabilities
  Notes payable to related parties                          $   104,301        $   121,500        $      --             $   225,801
  Accounts payable                                              124,442            368,970               --                 493,412
  Accrued expenses                                              132,595             11,688               --                 144,283
  Convertible notes payable                                     456,000               --             (456,000)(3)              --
                                                            -----------        -----------        -----------           -----------
    Total current liabilities                                   817,338            502,158           (456,000)              863,496
                                                            -----------        -----------        -----------           -----------

Shareholders' deficit
  Preferred stock
Series A convertible preferred stock                               --                2,250             (2,250)(4)              --
  Common stock, no par value
   23,277,673 shares issued and outstanding (5)               2,531,644              4,100             (4,100)(4)         2,531,644
  Additional paid-in capital (deficiency)                      (359,399)         1,781,950         (2,517,101)(4)        (1,094,550)
  Deferred compensation                                            --             (264,827)              --                (264,827)
  Deficit accumulated during development stage               (2,523,451)        (1,576,206)         2,523,451 (4)        (1,576,206)
  Less: treasury stock                                         (456,000)              --              456,000 (3)              --
                                                            -----------        -----------        -----------           -----------
    Total shareholders' deficit                                (807,206)           (52,733)           456,000              (403,939)
                                                            -----------        -----------        -----------           -----------

    Total liabilities and shareholders' deficit             $    10,132        $   449,425        $      --             $   459,557
                                                            ===========        ===========        ===========           ===========

         See notes to proforma condensed combined financial statements.


                          CELL POWER TECHNOLOGIES, INC.
              PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
                                   (unaudited)


                                                                      Historical                            Pro Forma
                                                           ---------------------------------    -----------------------------------
                                                           For the three      For the three
                                                            months ended       months ended      Adjustments
                                                           April 30, 2006     March 31, 2006    -------------
                                                             Cell Power          Portagy        Debit (Credit)           Combined
                                                           --------------     --------------    --------------         ------------
                                                                (1)               (2)
                                                                                                           
Revenue
  Product sales                                            $       --         $       --         $       --            $       --
  Royalties                                                        --                 --                 --                    --
                                                           ------------       ------------       ------------          ------------
    Total revenue                                                  --                 --                 --                    --

Costs of goods sold
  Product costs                                                    --                 --                 --                    --
  Amortization of intangibles                                     7,500               --               (7,500)(3)              --
                                                           ------------       ------------       ------------          ------------
    Total cost of goods sold                                      7,500               --               (7,500)                 --
                                                           ------------       ------------       ------------          ------------

Gross profit                                                     (7,500)              --               (7,500)                 --

Operating expenses
  Salaries, commission and related taxes                         47,609             57,504            (47,609)(3)            57,504
  Bad debt expense                                               35,104               --              (35,104)(3)              --
  Impairment loss on intangible asset                           202,510               --             (202,510)(3)              --
  Depreciation and amortization                                    --               47,229               --                  47,229
  Other general and administrative                               15,332            292,025            (15,332)(3)           292,025
                                                           ------------       ------------       ------------          ------------
    Total operating expenses                                    300,555            396,758           (300,555)              396,758
                                                           ------------       ------------       ------------          ------------

Loss from operations                                           (308,055)          (396,758)          (308,055)             (396,758)

Other expenses (Income)
  Financing fees                                                   --              375,000               --                 375,000
  Interest expense                                               16,532                834            (16,532)(3)               834
                                                           ------------       ------------       ------------          ------------
    Total other expenses                                         16,532            375,834            (16,532)              375,834
                                                           ------------       ------------       ------------          ------------

Net loss                                                   $   (324,587)      $   (772,592)      $   (324,587)         $   (772,592)

Preferred stock dividend and other charges                         --               40,000               --                  40,000
                                                           ------------       ------------       ------------          ------------

Net loss applicable to common shareholders:                $   (324,587)      $   (812,592)      $   (324,587)         $   (812,592)
                                                           ============       ============       ============          ============
Net loss per share applicable to
 common shareholders - basic and diluted                   $      (0.06)                                               $      (0.04)
                                                           ============                                                ============

Weighted average shares of common
 stock outstanding - basic and diluted                        5,332,268                            14,337,201(4)         19,669,469
                                                           ============                          ============          ============


         See notes to proforma condensed combined financial statements.

                          CELL POWER TECHNOLOGIES, INC.
              PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
                                   (unaudited)


                                                                       Historical                            Pro Forma
                                                            -----------------------------------   --------------------------------
                                                                               For the period
                                                                 For the      February 25, 2005
                                                               year ended       (inception)        Adjustments
                                                            October 30, 2005  December 31, 2005   -------------
                                                               Cell Power          Portagy        Debit (Credit)         Combined
                                                            ----------------  -----------------   --------------       ------------
                                                                                                        
Revenue
  Product sales                                               $    164,445      $       --             164,445 (3)     $       --
  Royalties                                                         66,542              --              66,542 (3)             --
                                                              ------------      ------------      ------------         ------------
    Total revenue                                                  230,987              --             230,987                 --

Costs of goods sold
  Product costs                                                    156,106              --            (156,106)(3)             --
  Amortization of intangibles                                       30,000              --             (30,000)(3)             --
                                                              ------------      ------------      ------------         ------------
    Total cost of goods sold                                       186,106              --            (186,106)                --
                                                              ------------      ------------      ------------         ------------

Gross profit                                                        44,881              --              44,881                 --

Operating expenses
  Salaries, commission and related taxes                           844,811           128,308          (844,811)(3)          128,308
  Depreciation and amortization                                       --             310,016              --                310,016
  Other general and administrative                                  69,685           365,290           (69,685)(3)          365,290
                                                              ------------      ------------      ------------         ------------
    Total operating expenses                                       914,496           803,614          (914,496)             803,614
                                                              ------------      ------------      ------------         ------------

Loss from operations                                              (869,615)         (803,614)         (869,615)            (803,614)

Other expenses
  Interest expense                                                   9,770              --              (9,770)(3)             --
  Late filing penalty on common stock registration                 132,595              --            (132,595)(3)             --
  Interest income                                                   (1,117)             --               1,117 (4)             --
                                                              ------------      ------------      ------------         ------------
    Total other expenses                                           141,248              --            (141,248)                --
                                                              ------------      ------------      ------------         ------------

Net loss                                                      $ (1,010,863)     $   (803,614)     $ (1,010,863)        $   (803,614)
                                                              ============      ============      ============         ============

Net loss per share applicable to
 common shareholders - basic and diluted                      $      (0.19)                                            $      (0.03)
                                                              ============                                             ============

Weighted average shares of common
 stock outstanding - basic and diluted                           5,359,593                          17,809,134 (4)       23,168,727
                                                              ============      ============      ============         ============



         See notes to proforma condensed combined financial statements.



                          CELL POWER TECHNOLOGIES, INC.

           Notes to Pro Forma Condensed Combined Financial Statements

                                   (Unaudited)

NOTE 1 - REVERSE ACQUISITION

On March 17, 2006, Portagy Corp. ("Portagy" or the "Company") entered into an
Agreement and Plan of Merger (the "Merger Agreement") with Cell Power
Technologies, Inc. ("Cell Power") and Portagy Acquisition Corp., a Florida
corporation and a wholly-owned subsidiary of Cell Power (the "Acquisition Sub").
On August 11, 2006, the Company, Cell Power, and the Acquisition Sub amended and
closed the merger transaction contemplated under the Merger Agreement. As a
result of the transaction, the Company became a wholly-owned subsidiary of Cell
Power and the former owners of the Company became the controlling stockholders
of Cell Power. Accordingly, the transaction is treated for accounting purposes
as a reverse acquisition. Under the amended Merger Agreement, each share of the
Company's common stock and preferred stock issued and outstanding immediately
prior to the closing of the Merger was exchanged for approximately 2.445 shares
or a total of 16,051,413 shares of Cell Power's common stock. Consequently, Cell
Power had 23,277,673 shares of common stock issued and outstanding after the
Merger.

The Company changed its fiscal year end from December 31 to October 31 and
adopted Cell Power Technologies, Inc. as its corporate name.

NOTE 2 - PRO FORMA ADJUSTMENTS

In combining the entities, the following pro forma adjustments have been made:

         Pro Forma Condensed Combined Balance Sheet as of March 31, 2006

         (1)      Derived from the unaudited condensed consolidated balance
                  sheet of Cell Power as of April 30, 2006.

         (2)      Derived from the unaudited condensed balance sheet of Portagy
                  as of March 31, 2006.

         (3)      To reflect the conversion of convertible notes payable into
                  common stock and the issuance of treasury stock.

         (4)      To record the recapitalization of Portagy and the issuance of
                  16,051,413 shares of Cell Power's common stock for all of
                  Portagy's common and preferred stock.

         (5)      The 23,277,673 shares of common stock issued and outstanding
                  consist of 16,051,413 shares issued to the former owners of
                  Portagy in exchange for all of the common and preferred stock
                  of Portagy and 7,226,260 shares of the owners of Cell Power.

         Pro Forma Condensed Combined Statement of Operations for the Three
         Months Ended March 31, 2006

         (1)      Derived from the unaudited condensed consolidated statements
                  of operations of Cell Power for the three months ended April
                  30, 2006.

         (2)      Derived from the unaudited condensed statements of operations
                  of Portagy for the three months ended March 31, 2006.

         (3)      To eliminate the expenses of Cell Power.

         (4)      To reflect the pro forma adjustment on the weighted average
                  shares of common stock outstanding representing the shares of
                  Portagy.






         Pro Forma Condensed Combined Statement of Operations for the Year Ended
         December 31, 2005

         (1)      Derived from the audited consolidated statements of operations
                  of Cell Power for the year ended October 31, 2005.

         (2)      Derived from the audited statements of operations of Portagy
                  for the period from February 25, 2005 (inception) to
                  December 31, 2005.

         (3)      To eliminate the income and expenses of Cell Power.

         (4)      To reflect the pro forma adjustment on the weighted average
                  shares of common stock outstanding representing the shares of
                  Portagy.