EXHIBIT 10(iv)

                              COOPERATION AGREEMENT

This Cooperation Agreement (hereinafter the "Agreement") is entered into on this
8th day of December 2000. by and between ALUMINIUM-POWER Inc., a company located
in Toronto,  Canada (hereinafter  "API"), of the one part, and SAGEM SA, Defence
and  Security  Division,  a Company  existing  and  organized  under the laws of
France,  whose  registered  office is 6.  avenue  d'lena  75783  PARIS Cedex 16,
France.  hereinafter referred to as "SAGEM SA," (hereinafter "SAGEM SA"), of the
other part.

WHEREAS,  SAGEM SA Is an  international  industrial  company,  and makes various
consumer electronics, including in particular, cellular phones, handheld and man
portable electronic devices called hereafter `application'.

WHEREAS,   ALUMINIUM-POWER   Inc.  ("API")  has  developed  certain  proprietary
technologies  for the  development  of fuel cells,  in particular in the area of
Aluminium-air fuel cells;

WHEREAS, SAGEM SA is interested in a Aluminium-air fuel cell application for its
battery pack and desires to cooperate with ALUMINIUM-POWER Inc.


NOW Therefore the Pates agree as follows:

1.   BASIC NATURE OF COOPERATION


1.1 The Parties  agree that their  cooperation  hereunder  is motivated by their
mutual  interest  to  realize an  Aluminium-air  fuel cell which will serve as a
power  source for SAGEM SA's  cellular  phone  application,  and effort  will be
carried out on a best efforts basis.  Each Party will be responsible  for all of
its own expenses  connected  with the  implementation  of this  cooperation  and
neither Party will have any liability to the other regarding the success of this
effort  or  otherwise.   In  addition  neither  Party  is  undertaking  to  work
exclusively with the other in the area of fuel cell or battery  technologies and
they both retain to themselves the right to work alone or with others  regarding
such  technologies,  provided  however this in no way derogates from the Parties
obligations under the provisions of Section 5 ("Confidential Information").

1.2 It is  further  understood  that  API  will be  developing  a fuel  cell for
inclusion  in SAGEM SA  products,  which will then be  incorporated  in a larger
assembly, which will constitute a power source The integration and qualification
of the power source shall be carried out by SAGEM SA in coordination with API.

1.3 Should the development  effort by API to develop an Aluminium-air  fuel cell
as a  power  source  for the  SAGEM  SA  application  be  successfully  achieved
hereunder,  the Parties may negotiate a further  agreement  under which SAGEM SA
could purchase fuel cells from API or be licensed by API to manufacture same for
the sole use with the  SAGEM  SA  application  against  which it was  developed.
Should  either Party not wish to enter into such a further  agreement or fail to
agree on the terms  thereof.  neither Party will have any liability to the other
and their  cooperation  will end pursuant to the termination  provisions of this
Agreement


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2.   EVALUATION OF EXISTING FUEL CELL TECHNOLOGY

The Parties will each  designate a. senior  engineer as the Project  manager for
the respective Party and those two individuals will be authorized by the Parties
to make all necessary  technical  decisions in  implementation of this agreement
for their respective company.

SAGEM SA shall provide to API a test plan  concerning the evaluation of state of
the art  individual  fuel cell with the  purpose  to better  understand  the API
current  technology and to anticipate the key issues for the integration of such
devices in a portable equipment. This test plan will be carried out by API under
the SAGEM SA supervision.


3.   DESIGN OF A POWER SOURCE

With better  knowledges  of system  considerations,  outputs of ss. 2 this phase
will  address  the  manufacturing  process  and cost for a future  power  source
dedicated to SAGEM SA application.  SAGEM SA dealing with high technologies with
a large engineering  expertise agrees to undertake some engineering work jointly
with API in particular the fuel cell holster with the relevant interface because
very dependant of the application,

The outputs of this phase is to design a power source prototype able to drive an
application,  to be manufactured  and tested in step ss. 4. For this purpose,  a
technical  specification  will be raised by SAGEM SA, taking into account system
considerations and the identified physical barriers.

It  is  understood   that  the  fuel  cell  will  consider  the  last  technical
Improvements achieved from the beginning of the evaluation phase.

4.   DEVELOPMENT. MANUFACTURING & TESTING OF A PROVEN POWER SOURCE

API and SAGEM SA  undertake  the  development  of a power source  following  the
results output from ss.3. The power source holster and accessories  required for
the system  operation  will be designed and  manufactured  by SAGEM SA. API will
integrate the optimized fuel cell and will test the complete unit under mutually
agreed acceptance test procedures.

It is understood  that the  individual  cell being part of the power source will
consider  the  last  technical  improvements  achieved  from  the  beginning  of
evaluation phase.

Few units will be  manufactured  and  tested in  appropriate  conditions  agreed
mutually  by each  party.  The  achievements  of this phase will  condition  the
introduction  of the  demonstrators  at the end user  level for  evaluation  and
promotion.

It is understood  by SAGEM SA that this effort is to achieve a proven  prototype
of fuel cell power source as a secondary power source. The effort hereunder does
not include production engineering for such fuel cell.  A production engineering
effort,  if desired by SAGEM SA,  would  require a separate  agreement  mutually
acceptable to the Parties.


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5.   SCHEDULE

A development  plan is attached to this cooperation  agreement.  This particular
plan is dedicated to a cell phone application.

6.   CONFIDENTIAL INFORMATION

6.1 The term "Confidential Information" as used in this Agreement shall mean all
trade secrets and information  which is proprietary to either Party (in the case
of API fuel cell technology and in the case of SAGEM SA, technology dedicated to
the  application)  including,  but not limited to, type design  data,  drawings,
photographs,    specifications,    models,   prototypes,   designs,   materials,
construction or assembly,  computer hardware and software,  patents,  technical,
commercial  and  operational   information   concerning  products,   information
concerning  manufacturing  methods  and  techniques,  quality  control  and test
methods, cost and pricing data and product  applications.  Information disclosed
in other than written form shall be considered Confidential  Information only to
the extent that the disclosing  Party summarizes the same in written form, which
clearly and conspicuously identities the Confidential Information.  Such summary
shall be transmitted to the receiving  Party within thirty (30) calendar days of
the non-written disclosures.

6.2 API hereby  acknowledges  that it is not presently in possession of know how
or technology  related to the design or manufacture of the application and SAGEM
SA hereby  acknowledges  that it is not  presently in  possession of know how or
technology for  Aluminum-air  fuel cell. Each Party shall hold all  Confidential
Information  disclosed to it in strict  confidence  and will not disclose or use
the Confidential Information for its benefit or the benefit of any other company
or entity  anywhere in the world or any other purpose other than for the purpose
of  carrying  out the  cooperation  as  expressly  set forth in this  Agreement.
Notwithstanding the foregoing,  each Party may disclose Confidential Information
of the other  Party if and only to the  extent  required  pursuant  to any legal
process or order issued by any court,  provided (a) prior notice is given to the
other Party before any such  disclosure is made in order to enable such Party to
seek to obtain a protective  order,  and (b) that any such disclosure  shall not
result  in  such  Confidential  Information  becoming  subject  to  any  of  the
exceptions listed in paragraph 6.3 below.

6.3. The  restrictions  on  Confidential  Information  shall  not  apply  if the
receiving Party demonstrates that the:

6.3.1 information was already in the public domain at the time of disclosure; or

6.3.2 information,  which though originally  confidential,  subsequently becomes
part of the public domain through no fault of the receiving Party.

In each case, the receiving  Party shall notify the disclosing  Party in writing
of its intent to make any disclosure based on one of the above-listed exceptions
at least 30 days in advance  (including a description  of the  information to be
disclosed and the basis for the claimed exception).

6.4 The receiving Party shall maintain all Confidential  Information in the same
manner that such Party maintains its own Confidential Information, provided that
the standard of care required shall be at least a reasonable industry standard.

6.5 Any disclosure of Confidential Information shall be limited to the receiving
Party's  employees who have a strict need for such  Confidential  Information in
performance of this Agreement. The receiving Party shall advise its employees of
its  obligations  pursuant  to this  Agreement  in  regards  to the  nature  and
treatment of Confidential Information.


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6.6 All  Confidential  Information  disclosed  by API in  connection  with  this
Agreement and all of the resulting  know how,  technology,  data, or information
resulting  from the  development  of the  Aluminium-air  fuel cell power  source
application  hereunder is and shall remain the exclusive  property of API. SAGEM
SA acknowledges that the API fuel cell technology is of a sensitive  proprietary
nature and  therefore  SAGEM SA shall refrain from  disassembling  any fuel cell
delivered to SAGEM SA  hereunder  and shall not make or allow any other party to
make any attempt to reverse engineer the fuel cell technology of API.

6.7 At any time that the disclosing Party may request,  but no later than twenty
(20)  calendar days alter such  request,  the  receiving  Party shall return the
Confidential  Information to the  disclosing  Party and shall certify in writing
that all copies thereof in the receiving Party's possession have been destroyed.

6.8 If the  disclosing  Party at any time does not require.  performance  and/or
enforcement of any provision of this Agreement, this shall not be construed as a
waiver of its rights under this  Agreement,  nor shall the disclosing  Party not
taking any action  affect its rights at some later date to enforce  these rights
under this Agreement for a breach of any of the provisions of this Agreement

6.9 Each Party  acknowledges  that a breach of any  provision of this  Agreement
will  result in  irreparable  injury  and  continuing  damage to the  disclosing
Party's for which  there will be no adequate  remedy at law. In the event of any
alleged or  anticipated  breech by the receiving  Party of any provision of this
Agreement,  the disclosing Party shall be entitled to injunctive relief, without
the necessity of proof or actual damage, and to such other and further relief as
may be proper.

6.10  This  Section  6 shall  survive  any  expiration  or  termination  of this
Agreement.



7. TERMINATION

Either Party may cancel this  Cooperation  Agreement by giving written notice to
the other Party hereto.  Upon such  cancellation,  each Party will return and/or
destroy any  Confidential  Information  of the other Party in its possession and
other  than the  provisions  of  Section 6 above,  neither  Party  will have any
further obligation or liability vis-a-vis the other Party hereunder.

8. ARBITRATION

All disputes, claims and controversies concerning the validity,  interpretation,
performance,  termination  or  breach  of this  contract  shall be  referred  to
arbitration London, England under the rules of the London Court of International
Arbitration  (the `Court') in effect on the date of this contract (the `Rules').
Arbitration hereunder shall be the parties exclusive remedy.

9. APPLICABLE LAWS

All questions concerning the validity, interpretation,  performance, termination
or  breach  of this  contract  or any tort  claim  arising  thereunder  shall be
governed and decided in accordance with English Law.

10. ASSIGNMENT

Neither this  Cooperation  Agreement nor any activity set forth  herein,  may be
delegated.  assigned,  or  otherwise  transferred  in any manner by either Party
without the prior express written consent of the other Party hereto.


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11.  NON-WAIVER

Any failure by either Party to enforce any of the provisions of this Cooperation
Agreement or to require at any time the performance by the other Party of any of
the  provisions  hereof shall in no way affect the validity of this  Cooperation
Agreement or any part hereof, or the right of either Party thereafter to enforce
each and every such provision.

12.  NOTICES

All notices and other  communications  required or authorized hereunder shall be
given in writing by personal  delivery,  registered air mail or telex, and shall
be addressed to the respective Party as follows:


     To SAGEM SA


     Attention: Patrick CURLIER


     To ALUMINIUM-POWER


     Attention: Stephen MAISLIN

Such  notices/communications  shall be deemed  received (in the case of personal
delivery) on the date personally delivered/sent, as the case may be, or (in case
of registered airmail communications) within fourteen (14) days of mailing.

13.  ENTIRE AGREEMENT

This Cooperation  Agreement shall  constitute the entire and complete  agreement
between the Parties regarding the subject matter hereof and supersedes all prior
communications  and/or  agreements  between the Parties in respect of any of the
Parties rights and/or  obligations  set forth  hereunder.  Any additions  and/or
amendments  and/or changes and/or  modifications  to the terms and conditions of
this  Cooperation  Agreement  shall be in  writing  and  shall be signed by duly
authorized representatives of both Parties.

IN WITNESS WHEREOF, the Parties hereto have signed this AGREEMENT on the day and
year first hereinabove written.


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        SAGEM SA                                     ALUMINIUM-POWER Inc.



BY:                                           BY:    /s/ Stephen MAISLIN
                                                           01-01-29


NAME:   Jacques PACCARD                       NAME:  Stephen MAISLIN


TITLE:  Managing director                     TITLE: Chief Executive Officer
        Defence & Security
        Division

        22 January 2001

        /s/ Jacques PACCARD

             Jacques PACCARD
             Managing Director
        Defence & Security Division