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                              EXHIBIT NUMBER 10.18
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                             PACIFIC LITHIUM LIMITED

                                 (THE SUPPLIER)



                                      A N D



                      BEIJING C&K DEVELOPMENT CO. LIMITED.

                                (THE DISTRIBUTOR)




                  ---------------------------------------------

                             DISTRIBUTION AGREEMENT
                  ---------------------------------------------
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AGREEMENT dated the 10th February 2000


PARTIES

1.       PACIFIC LITHIUM LIMITED at Auckland, New Zealand ("PLL")


2.       BEIJING C&K DEVELOPMENT CO. LTD. of Beijing, People's Republic of
         China. ("The Distributor")


BACKGROUND

A.       PLL wishes to appoint a distributor to sell certain products in the
         Territory.

B.       PLL has agreed to appoint the Distributor the rights to distribute the
         Products to customers within the Territory upon the following terms and
         conditions.


AGREEMENT

1.0      INTERPRETATION
         In this agreement unless the context otherwise requires:

         CUSTOMER means a client purchasing the Products from the Distributor.

         INTELLECTUAL PROPERTY RIGHTS means PLL's own or licensed business
         names, trade marks, trade names, copyright, patents, registered
         designs, industrial processes, trade secrets, know-how and other
         intellectual property rights used in relation to the processing,
         manufacture, sale and supply of the Products from time to time.

         PRODUCTS means the products listed in Schedule 1 and such other
         products which the parties may from time to time agree upon.

         TERRITORY means China.

1.1      The plural shall include the singular and vice versa.

1.2      References in this agreement to parties, sections, clauses and
         schedules are references to parties, sections, clauses and schedules
         respectively of this agreement.

1.3      Expressions cognate with defined expressions have meanings
         corresponding to those defined expressions.
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1.4      Headings are used as a matter of convenience only and shall not affect
         the interpretation of this agreement.

2.0      APPOINTMENT AND TERRITORY

2.1      PLL appoints the Distributor its non-exclusive distributor to make
         sales of the Products in Part A of SCHEDULE 1, and exclusive
         distributor to make sales of the Products set out in Part B of SCHEDULE
         1, to Customers in the Territory for a period of 6 months subject to
         the following provisions of this agreement.

2.2      PLL shall not compete with the Distributor for the sale of the Products
         in the Territory and shall refer all purchase enquires from Customers
         in the Territory to the Distributor.

3.0      DISTRIBUTION

3.1      The Distributor shall at all times during the term of this agreement,
         use its best endeavours to carry out the activities in Schedule 2 and
         to maximise sales of the Products in the Territory.

3.2      The Distributor shall act in the best interests of PLL and protect the
         interests of PLL so far as the Distributor is reasonably able to do so.

3.3      The Distributor shall conduct its activities in accordance with
         accepted best international industry practice and comply with all laws,
         regulations and rules of any competent legal authority in the Territory
         relating to the subject matter of this agreement.

3.4      Except in so far as such representations or warranties arise or are
         implied by law the Distributor shall not make any representation or
         give any warranty in respect of the Products other than those set out
         in the specifications provided by PLL from time to time.

3.5      The Distributor undertakes to apply for and to use its best endeavours
         to obtain as promptly as possible, and maintain, all approvals that may
         be necessary, from the competent Health or other Governmental
         Authorities in the Territory, in order to permit the importation and
         distribution of the Products in the Territory.
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4.0      PAYMENT OF PURCHASE PRICE AND COMMISSION

4.1      The Distributor shall pay the purchase price for the Products to PLL
         within 30 days of invoice by PLL by telegraphic bank transfer to PLL's
         nominated bank account.

4.2      PLL reserves the right to charge interest on overdue accounts at rates
         determined from time to time.

5.0      DELIVERY, RISK AND INSURANCE

5.1      PLL shall use its best endeavours to promptly supply the Distributor
         with all the Distributor's requirements of the Products. PLL shall not
         be liable to the Distributor or Customer unless caused by PLL's gross
         negligence or deliberate default.

5.2      PLL shall deliver the Products to the Port of Auckland at the cost of
         PLL.

5.3      Risk of any loss or damage of or to the Products supplied by PLL shall
         pass to the Distributor at the time of delivery of the Products by PLL
         or by PLL's agent or courier.

6.0      MARKET INFORMATION

6.1      The Distributor shall provide PLL with monthly sales reports, marketing
         reports along with such other information (if any) which PLL may
         reasonably require relating to the marketing and sales of the Products.

6.2      The Distributor shall notify PLL, and PLL shall notify the Distributor
         (to the extent that is relevant to the Distributor), of any information
         or announcements coming to the Distributor's or PLL's attention (as the
         case may be), as well as the origin of such information or
         announcement, which relate to the:

         (a)   Effects which are or could be attributed to the Products or any
               components of the Products;

         (b)   Characteristics which could impair the safety or efficiency of
               the Products or any component of the Products;

         (c)   Complaints concerning the quality or packaging of any Products.

6.3      PLL may during normal office hours and on reasonable notice inspect
         such of the Distributor's records as may be necessary to verify the
         accuracy of the Distributor's sales reports provided to it.
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7.0      TERRITORY

7.1      Subject to clause 7.3, the Distributor shall not export or distribute
         the Products outside the Territory nor shall it supply any Customer who
         may in turn be supplying the Products outside the territory.

7.2      The Distributor shall refer to PLL all inquiries which it receives from
         persons outside the Territory regarding the supply of Products.

7.3      Nothing in this agreement shall prevent:

         (a)      the Distributor delivering the Products to persons outside the
                  Territory where the order was placed by a Customer in the
                  Territory; nor

         (b)      an exclusive distributor of PLL from delivering the Products
                  to persons in the Territory where the order was placed by a
                  Customer in the territory granted by PLL to the exclusive
                  distributor.


8.0      SUB-DISTRIBUTORS

8.1      The Distributor shall not without the prior written consent of PLL
         (which consent shall not be unreasonably withheld) appoint any
         sub-distributors of any of the Products or agents to sell any of the
         Products.

8.2      Sub-distributors or agents (if any) approved by PLL for the
         distribution of the Products shall be bound by the same obligations
         assumed by the Distributor under this agreement and the Distributor
         shall procure that such sub-distributors or agents adhere to the terms
         and conditions of this agreement.

9.0      CONFIDENTIALITY

9.1      The Distributor shall not during the term of this agreement or at any
         time after its termination, use, exploit or disclose to any person
         apart from its employees, sub-distributors or agents (if any) any
         confidential information supplied by PLL or otherwise acquired by the
         Distributor relating to the Products or any modification or improvement
         to the Products except to the extent that such information is in the
         public domain otherwise than as a result of a breach by the Distributor
         of the provisions of this section.

9.2      PLL shall not during the term of this agreement or at any time after
         its termination, use, exploit or disclose to any person apart from its
         employees any confidential information supplied by the Distributor or
         otherwise acquired by PLL relating to the terms of this contract and
         the operating procedures of the Distributor except to the extent that
         such information is in the public domain otherwise than as a result of
         a breach by the Distributor of the provisions of this section.
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9.3      Either party shall only disclose such confidential information to its
         employees, sub-distributors and agents (if any) to the extent it may be
         necessary for the performance of this agreement. Either party shall
         take all necessary steps to ensure that the confidentiality of the
         information so disclosed is safeguarded.

10.0     TERMINATION

10.1     Either party may terminate this agreement during or at the conclusion
         of the 6-month trial period by written notice to the other party
         advising of its intention to so terminate and specifying the date of
         termination.

10.2     Either party may immediately terminate this agreement at any time by
         written notice to the other:

         (a)      If the other party shall default in the performance of any of
                  its obligations under this agreement and (if capable of
                  remedy) shall fail to remedy such default within 30 days of
                  receiving written notice specifying such default and requiring
                  such default to be remedied except in the case of a failure by
                  the Distributor to meet its obligations in Schedule 2;

         (b)      If the business activities of the other party cease or are
                  suspended;

         (c)      In the event of the liquidation or insolvency of the other
                  party;

         (d)      In the event of the appointment of a receiver or trustee of
                  the property or any part thereof of the other party;

         (e)      In the event of the other party making any assignment for the
                  benefit of its creditors; or

         (f)      If the other party makes any arrangement with its creditors;

         (g)      In the event that any license required to be held by the
                  Distributor for the proper conduct of its business is
                  canceled, suspended or otherwise lost.


10.3     In the event that the Distributor's tasks in the attached Schedule 2
         are not met to PLL's expected level, PLL may terminate this agreement
         on 10 working day's notice.
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11.0     EFFECT OF TERMINATION

11.1     Following termination of this agreement under clause 10.1 above, all
         obligations and liabilities of the Distributor and PLL under this
         agreement shall henceforth cease and determine but any accrued rights
         and entitlements shall remain.

11.2     Termination of this agreement shall not affect any provision of this
         agreement which is intended to continue after termination.

11.3     Upon termination of this agreement for any reason, the Distributor
         shall:

         (a)   Cease acting or purporting to act as the Distributor of PLL;

         (b)   Upon request of PLL provide PLL with full particulars of all
               unfulfilled orders and inquiries by the Distributor in respect
               of the Products;

         (c)   Deliver up to PLL, without retaining copies of the same, all
               information and other written materials of a confidential or
               proprietary nature relating to the Products in the possession or
               power of the Distributor;

         (d)   Deliver up to PLL or destroy, as required by PLL, any advertising
               or display materials featuring or referring to the Products.

12.0     LIABILITY

12.1     PLL warrants only that the Products meet the specifications set by it
         at the time that the Products leave PLL's gate.

12.2     The Distributor shall hold PLL harmless and full indemnified for and
         against all costs, damages, injury, expenses, liabilities and claims
         (whether in tort, contract or otherwise) brought against or suffered by
         PLL indirectly or directly or directly in connection with this
         agreement or the Products (including, without limitation, those arising
         out of the quality, marketing or use of the Products) except where such
         costs, damages, injury, expense, liability and claims arise from the
         acts of PLL.

12.3     The liability of PLL to the Distributor (whether in tort, contract or
         otherwise) in respect of any matter touching or concerning the
         Products or this agreement is hereby limited to the price of the
         Products to which such claim relates.

13.0     FORCE MAJEURE

13.1     Neither party shall be liable for any failure to perform or for any
         delay in performing any of its obligations under this agreement where
         such failure or delay is occasioned or caused by any event beyond such
         party's reasonable control.


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14.0     INTELLECTUAL PROPERTY RIGHTS

14.1     The Distributor shall not at any time assert any rights of any nature
         in respect of the Intellectual Property Rights.

15.0     WAIVER

15.1     All the original rights, powers, exemptions and remedies (together
         called "Rights" in the remainder of this section) of both parties under
         this agreement and otherwise shall remain in full force and effect
         notwithstanding any neglect, forbearance or delay in the enforcement of
         the Rights by either party.

15.2     Neither party shall be deemed to have waived any of its Rights, unless
         such waiver shall have been made in writing by an authorised officer
         and any such waiver, unless the contrary shall be expressly stated,
         shall apply to and operate only in a particular transaction, dealing or
         matter.

16.0     NO ASSIGNMENT

16.1     Neither party may assign any of their rights or obligations under this
         agreement without the prior written consent of the other party. Any
         change in the effective control or management of a party shall be an
         assignment which requires the prior consent of the other party.

17.0     DISPUTE RESOLUTION

17.1     In the event of any dispute or difference arising from or in connection
         with this agreement, both parties shall use their best endeavours to
         settle such a dispute or difference in an amicable manner. If the
         parties are unable to resolve the dispute in such a manner, the dispute
         may be referred to an independent person agreed upon by the parties,
         which person shall be acting as an expert and not as an Arbitrator, and
         accordingly the provisions of the New Zealand Arbitration Act 1996
         shall not apply.

17.2     This agreement shall be governed by and construed in accordance with
         the laws of New Zealand. The parties agree to submit to the exclusive
         jurisdiction of the Courts of New Zealand in the interpretation and
         enforcement of the provisions of this agreement.

18.0     NOTICES

18.1     Any notice to be served by either party on the other party shall be
         served at the address beside the name of PLL and the Distributor or at
         such other address as may be specified by the relevant party from time
         to time.

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19.0     RIGHT TO RENEW

19.1     Provided PLL (acting reasonably and fairly) considers that the
         Distributor has performed all its obligations under this agreement in
         full, the market for the Products in the Territory is sufficiently
         worthwhile, PLL shall grant a renewal of this agreement for a longer
         term agreement on PLL's usual terms (which shall include minimum sales
         levels to be met by the Distributor).

19.2     The Distributor acknowledges that PLL may require the Distributor to
         reasonably establish that it is able to service the Territory with
         regards to the exclusive Products, to maintain that exclusivity on
         renewal. If PLL is not reasonably satisfied, it may, at its option,
         grant the Distributor non-exclusive distribution rights to those
         Products.


EXECUTION BY THE PARTIES


SIGNED FOR AND ON BEHALF OF         )
PACIFIC LITHIUM LIMITED        by   )

/s/ Dean Cooper                 10.2.2000

Dean Cooper
ASIAN BUSINESS MANAGER


SIGNED FOR AND ON BEHALF OF         )
BEIJING C AND K DEVELOPMENT         )
CO. LIMITED      by                 )


/s/ Jianzhan Kuang               10.2.2000

Jianzhan Kuang
GENERAL MANAGER
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                                   SCHEDULE 1

                                  PRODUCT LIST

PART A

-    Lithium Carbonate

-    Other lithium based compounds as developed from time to time.


PART B

-    Lithium Manganese Cathode Materials

-    Electrodes for lithium polymer battery cells
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                                  SCHEDULE 2
        C&K 6-MONTH SCHEDULE OF RESPONSIBILITIES - (ENDING AUGUST 2000)



<TABLE>
<CAPTION>
       MONTHS                                ACTIVITIES

<S>                   <C>    <C>
      Feb-March        1     Visit Chinese lithium battery manufacturers

                       2     Prepare cathode sample for testing at China Battery Institute

                       3     China market research - managed by Xuan Lin

                       1     Receive and analyze Institute report

      April-May        2     Deliver cathode sample materials

                       3     PLL cathode material presentation

      June-July        1     Visit Chinese lithium battery manufacturers

                       2     China market research - managed by Xuan Lin
</TABLE>