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                              EXHIBIT NUMBER 10.15
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                             PACIFIC LITHIUM LIMITED

                     DIRECTORS SHARE OPTION ALLOCATION DEED
                                       FOR
                                   KEITH YOUNG
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                                   Jones Young
                     Lawyers Corporate Advisers Strategists
                                    Auckland
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                          SHARE OPTION ALLOCATION DEED

                       DATED THE 12TH DAY OF OCTOBER 1999


PARTIES

1.    PACIFIC LITHIUM LIMITED a duly incorporated company having its registered
      office at Auckland New Zealand ("PLL")

2.    KEITH YOUNG of Auckland New Zealand, solicitor ("Young")

BACKGROUND

1.    Young provides valuable services to PLL as a director of PLL.

2.    PLL has agreed to issue and Young has agreed to subscribe for the Options
      on the terms and conditions set out under this Deed.


      INTERPRETATION

1.    In this Deed:

      THE BOARD  means the board of directors of PLL.

      PLL means Pacific Lithium Limited and shall also include, where
      appropriate, companies which comprise the Group.

      EXCHANGE means a stock exchange or "over the counter" market on which the
      Shares are quoted.

      THE GROUP means PLL and its subsidiary companies and "subsidiary" shall
      bear the meaning as in the Companies Act 1993 (New Zealand) and all shall
      severally be "members of the Group".

      MARKET VALUE shall mean, as or any date of determination:

      -     if the Shares are not quoted on an Exchange, a valuation of the fair
            market value for the Shares as of the close of business on the
            business day immediately preceding the date of such determination,
            determined in good faith by the Board in such manner as they shall
            in their reasonable discretion determine using normal share
            valuation procedures; and


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Pacific Lithium Limited Share Option Allocation Deed


      -     if the Shares are quoted on an Exchange, the weighted average
            closing sale price per share on the Exchange on which the Shares are
            principally traded, for the last five days on which there was a sale
            of such Shares on the Exchange immediately preceding the date of
            determination.

      MATERIAL BREACH means the gross breach by Young in the performance of his
      duties.

      OPTION means an option issued by PLL entitling the holder to acquire one
      Share in PLL pursuant to this Deed and OPTIONS means 50,000 of such
      Options.

      OPTION EXERCISE DATE means 11th October 2002.

      OPTION ISSUE DATE means 12th October 1999.

      SHARE ISSUE PRICE means NZ$4.80.

      SHARES means fully paid ordinary shares in PLL.


      ISSUE OF OPTIONS

2.    PLL issues the Options to Young free of charge and Young agrees to
      subscribe for the Options on the terms and conditions set out in this
      Deed.


      ISSUE OF CERTIFICATES

3.    PLL shall not be required to issue a certificate in respect to the Options
      but it shall register Young or his nominee as a holder of the Options.

4.    PLL shall issue a certificate for the Shares following their issue
      pursuant to the Options.


      EXERCISE OF THE OPTIONS

5.    Young may exercise the Options on or before the Option Exercise Date in
      such number as he shall determine from time to time. Any Option, to the
      extent not exercised on or prior to the Option Exercise Date shall
      terminate (time being of the essence).

6.    Young shall give to PLL:

      6.1   two working days written notice to PLL stating the whole number of
            Shares in respect to which the Exercisable Options are being
            exercised; and
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Pacific Lithium Limited Share Option Allocation Deed


      6.2   payment in full of the Share Issue Price in respect to each of the
            Options being exercised.

7.    If Young fails to pay for all or any of the Shares in respect to which the
      Options have been exercised, PLL may terminate Young's entitlement to such
      Shares even though the date by which the exercised Options terminate may
      not have passed.

8.    Any duty or tax payable upon the issue of Options under these Rules or on
      the issue of Shares as a result of the exercise of Options shall be paid
      by Young.

9.    PLL shall have the right to either require Young to pay to it the amount
      of any withholding taxes in respect to the issue of the Shares as may be
      required by law or to withhold and sell an appropriate number of Shares
      (based on the Shares' fair market value on the date of exercise) for
      payment of taxes required by law, or to take such other action as may be
      necessary in the opinion of PLL to satisfy all its tax withholding
      obligations in respect to Young.


      OTHER TERMS OF ISSUE OF OPTIONS

10.   The Options may not be charged, transferred (other than to Young's
      nominee), pledged or otherwise assigned or encumbered without the prior
      approval of the Board.

11.   Except as provided in clauses 12 and 13, the Options shall not entitle
      Young to participate in any distribution nor any issue of Shares, bonus
      Shares (being Shares issued for no consideration) or other securities in
      or in respect to PLL other than the Shares to be issued upon exercise of
      the Options in accordance with this Deed.


      PARTICIPATION IN RIGHTS ISSUES

12.   If, at any time after the issue of the Options to Young, there is a
      pro rata issue of Shares to all holders of Shares for which
      consideration is payable to PLL except where the issue is in lieu or
      in satisfaction of dividends or by way of dividend reinvestment
      ("rights issue"), the Share Issue Price shall be reduced or the
      number of Options shall be increased so that the financial benefit
      to Young in respect to an exercise of the Options after the rights
      issue is the same as the financial benefit to Young immediately
      prior to the rights issue.


      REORGANISATION OF CAPITAL

13.   If, at any time after the issue of Options:

      13.1  Consolidation of capital - If Shares are consolidated, the number of
            Options immediately prior to such consolidation shall be
            consolidated in the same ratio as the ordinary capital of PLL and
            the Share Issue Price shall be amended in inverse proportion to that
            ratio;
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Pacific Lithium Limited Share Option Allocation Deed


      13.2  Subdivision of capital - If Shares are subdivided, the number of
            Options must be sub-divided in the same ratio as the ordinary
            capital of PLL and the Share Issue Price shall be amended in inverse
            proportion to that ratio;

      13.3  Return of capital - If PLL reduces its share capital by a pro rata
            return to holders of part of the share capital in respect to each
            Share, the number of Options shall remain the same but the Share
            Issue Price shall be reduced by the same amount of share capital
            returned in respect to each Share;

      13.4  Cancellation of capital - Where PLL reduces its paid up share
            capital by a cancellation of capital that is either lost or not
            represented by available assets where no securities are cancelled,
            the number of Options and the Share Issue Price in respect to such
            Options shall remain unchanged;

      13.5  Pro rata cancellation of capital - Where PLL cancels its capital
            proportionately, the number of Options must be reduced in the same
            ratio as the ordinary capital and the Share Issue Price for such
            Options must be amended in inverse proportion to that ratio;

      13.6  Any other change - Where there is any other reorganisation or change
            to the capital of PLL, the number of Options or the Share Issue
            Price in respect to such Options, or both, must be reorganised so
            the holder of the Option will not receive a benefit that holders of
            Shares do not receive.

      PROVIDED THAT nothing in this clause shall prevent a rounding up of the
      number of Shares to be received on exercise of the Options.


      TERMS OF ISSUE OF SHARES

14.   Shares issued pursuant to the exercise of Options shall rank for dividend
      from the date they are issued and shall otherwise rank pari passu with the
      other Shares then on issue.

15.   If Shares are quoted on an Exchange, PLL shall apply for the Shares issued
      pursuant to the Options to be quoted on such Exchange as soon as
      practicable after their issue, but in any event within the time limit (if
      any) prescribed by the Exchange's listing rules, subject to any
      restriction agreement that might be in place between PLL and the Exchange
      or any underwriter or market maker in respect to the Shares.


      MATERIAL BREACH BY DIRECTOR

16.   Where Young has been barred from holding the office of director by any
      regulatory body or Exchange, PLL may terminate all Options granted and not
      exercised (whether or not then vested) and/or cancel all other benefits
      Young may be entitled to receive under this Deed.
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Pacific Lithium Limited Share Option Allocation Deed


      APPLICABLE LAW

17.   This Deed shall be governed and interpreted in all respects according to
      the laws of the country in which PLL is incorporated, the Courts of which
      country shall have exclusive jurisdiction in all matters and disputes
      arising out of this Deed.

18.   No fractional portion of Shares shall be issued or delivered pursuant to
      any Option. The Board shall determine whether cash, other Options, or
      other property shall be issued or paid in lieu of such fractional portion
      or whether such fractional portion or any rights thereto shall be
      forfeited or otherwise eliminated.

19.   PLL shall not be liable to pay any person any amount, claim or expense
      arising from the lapsing or termination of Options pursuant to this Deed.

20.   This Deed, the granting and exercising of Options hereunder, and the
      other obligations of PLL under this Deed shall be subject to all
      applicable laws, rules and regulations, and to such approvals by any
      regulatory or governmental agency as may be required.  PLL in its
      discretion, may postpone the issuance or delivery of Options or
      Shares under any Option until completion of such Exchange listing or
      registration or qualification of such Shares or other required
      action under any law, rule or regulation as PLL may consider
      appropriate.


EXECUTION


This Deed was executed this 12th day of October 1999.


SIGNED by PACIFIC LITHIUM     )     /s/ Robin T. Johannink
LIMITED                       )
In the presence of            )
/s/ Mennolt Regtien
    General Manager



SIGNED by KEITH YOUNG   )     /s/ Keith Young
in the presence of
/s/ Mennolt Regtien
    General Manager