<PAGE>   1
                              EXHIBIT NUMBER 10.12
<PAGE>   2
                             AGREEMENT FOR RESEARCH,
                    DEVELOPMENT AND LICENSING OF TECHNOLOGIES


                                     BETWEEN


                          ENERGY VENTURES INC. (CANADA)


                                       AND


                             PACIFIC LITHIUM LIMITED
                                       PLL








                                OCTOBER 13, 1999


Agreement for Research, Development and Licensing of Technologies,
dated October 13, 1999                                                         1
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                       AGREEMENT FOR RESEARCH, DEVELOPMENT
                      AND COMMERCIALISATION OF TECHNOLOGIES


PARTIES

1.       ENERGY VENTURES INC. (CANADA) a duly incorporated company having its
         registered office in Canada (with its affiliates, called "EVI") and

2.       PACIFIC LITHIUM LIMITED a duly incorporated company having its
         registered office in New Zealand (with its affiliates, called "PLL")


BACKGROUND

A.       EVI is the sole and exclusive world-wide licensee and/or owner of the
         proprietary rights in certain valuable Products and Processes
         comprising lithium manganese oxide compounds for use as cathodes in
         battery applications developed and/or owned by National Research
         Council of Canada ("NRC") which proprietary rights include patents,
         copyright and confidential information.

B.       EVI wishes NRC and PLL to carry out additional research and development
         on the Products and Processes to develop them into commercially
         feasible processes and products.

C.       In the event that NRC and PLL are able to work together to develop
         their respective Products and Processes to produce commercially
         feasible Products and Processes, PLL will elect to exercise the License
         Rights to be granted by EVI under this Agreement.

D.       EVI grants PLL the rights to the Licensed Products set out in this
         Agreement on the terms and conditions in this Agreement.


THE PARTIES AGREE

1.       The terms set out in Parts 1, 2 and 4 of this Agreement shall apply as
         from the Commencement Date.

2.       The terms set out in Parts 1, 2, 3 and 4 of this Agreement shall apply
         in the event that the preconditions set out in Part 3 are satisfied.


Agreement for Research, Development and Licensing of Technologies,
dated October 13, 1999                                                         2
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THIS AGREEMENT WAS EXECUTED as of the 13th day of October 1999


SIGNED by PACIFIC LITHIUM
LIMITED in accordance with its
Constitution:


<TABLE>
<S>                                                        <C>
/s/ Robin T. Johannink                                     /s/ Keith Young
Signature of authorised person                             Signature of authorised person

MANAGING DIRECTOR                                          DIRECTOR
Office held                                                Office held


ROBIN T. JOHANNINK                                         KEITH YOUNG
Name of authorised person (print)                          Name of authorised person (print)
</TABLE>



SIGNED by ENERGY VENTURES INC. (CANADA)
in accordance with its Constating Documents:


<TABLE>
<S>                                                        <C>
/s/ D. Wayne Hartford                                      /s/ Peter F. Searle
Signature of authorised person                             Signature of authorised person


President and Chief Executive Officer                      Vice President of Finance and Treasurer


D. Wayne Hartford                                          Peter F. Searle
Name of authorised person (print)                          Name of authorised person (print)
</TABLE>




Agreement for Research, Development and Licensing of Technologies,
dated October 13, 1999                                                         3
<PAGE>   5
                                     PART 1

                                 INTERPRETATION

         PRESUMPTIONS OF INTERPRETATION
1.0      Unless the context otherwise requires, a word which denotes:

         1.1      The singular denotes the plural and vice versa;

         1.2      Any gender denotes the other genders; and

         1.3      A person includes an individual, a body corporate and a
                  government.

2.0      Unless the context otherwise requires, a reference to:

         2.1      Any legislation includes any regulation or instrument made
                  under it and where amended, re-enacted or replaced means that
                  amended, re-enacted or replacement legislation;

         2.2      Any other agreement or instrument where amended or replaced
                  means that agreement or instrument as amended or replaced;

         2.3      A Clause, Schedule or annexure is a reference to a clause of,
                  annexure to, schedule to or exhibit to this Agreement;

         2.4      A group of persons includes any one or more of them;

         2.5      A party or parties is a reference to a party to or the parties
                  to this Agreement; and to their affiliates ("affiliate" having
                  the same meaning given to it in section 1(4) of the Ontario
                  Business Corporations Act); and

         2.6      A thing or amount is a reference to the whole and each part of
                  it.

         JOINT AND SEVERAL
3.0      An Agreement warranty representation or obligation which binds or
         benefits 2 or more persons under this Agreement binds or benefits those
         persons jointly and separately.

         SUCCESSORS AND ASSIGNS
4.0      A person includes the trustee, executor, administrator, successor in
         title and assign of that person. This Clause must not be construed as
         permitting a party to assign any right under this Agreement.



Agreement for Research, Development and Licensing of Technologies,
dated October 13,1999.                                                         4
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         BUSINESS DAY
5.0      A business day is a day during which banks are open for general banking
         business in Ontario.

6.0      Unless the context otherwise requires, a term of this Agreement which
         has the effect of requiring anything to be done on or by a date which
         is not a business day must be interpreted as if it required it to be
         done on or by the next business day.

         DEFINITIONS
7.0      Where commencing with a capital letter:

         "COMMENCEMENT DATE" means 9 August 1999

         "CONFIDENTIAL INFORMATION" means, in respect to each disclosing party,
         all information provided by that party including its Intellectual
         Property, and all other information relating to its processes, business
         and products where knowledge of such information is not in the public
         domain and might reasonably be regarded by the receiving party to be
         confidential.

         "CONFIRMATION DATE" means the date on which PLL gives notice of its
         intention to take up its License Rights under Clause 20 but in any
         event shall be not later than 31 March 2000.

         "CONTRACT YEARS" refers to the 12 month periods commencing on 1 April
         2000.

         "INTELLECTUAL PROPERTY" means, in respect to each party, all
         intellectual property of such party and of any related entity including
         the patents, patents pending, copyright, secret information and
         processes, all trade marks, trade names, know-how and all other
         information which is commercially sensitive or commercially valuable to
         that party;

         "LICENSE RIGHTS" means the rights for PLL to take a license of the
         Licensed Products in accordance with the terms of Part 3 of this
         Agreement.

         "LICENSE TERM" means the period starting on 1 April 2000 and continuing
         until the last expiry date of the Patents.

         "LICENSED PRODUCTS" means all Intellectual Property and Confidential
         Information with respect to the Products and Processes owned by EVI or
         licensed or assigned to it and/or owned by NRC, either wholly or
         jointly with PLL or any other persons.

         "MINIMUM GUARANTEED ROYALTY FEES" means the Minimum Guaranteed Royalty
         Fees payable by PLL set out in column 4 of SCHEDULE D.

         "PATENTS" means the patents for the Products set out in SCHEDULE A and
         such other patents owned by EVI or NRC which are added by mutual
         agreement with PLL to Schedule A during the License Term.



Agreement for Research, Development and Licensing of Technologies,
dated October 13,1999.                                                         5
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         "PROCESSES" means the processes relating to the synthesis of Products
         and "PLL'S PROCESSES" shall mean the processes developed by PLL prior
         to, during and after the Research and Development Program which enable
         or will enable it to synthesise the Products on a commercial basis.

         "PRODUCTS" means lithium manganese oxide-based products for use as
         cathodes in battery applications which have been made using the
         Processes developed by or licensed or assigned to EVI or by PLL and EVI
         during the conduct of the Research and Development Program or R&D
         program, and such other products as the parties may from time to time
         include but which shall exclude Products developed by PLL prior to or
         outside of the Research and Development Program or R&D program.

         "R&D" means the research and development program referred to in Clause
         13.2.

         "RESEARCH AND DEVELOPMENT CONTRIBUTIONS" means fees payable by PLL to
         EVI on account of NRC's costs in carrying out the Research and
         Development Program pursuant to Clause 13.1.

         "RESEARCH AND DEVELOPMENT PROGRAM" means the research program set forth
         in SCHEDULE B.

         "ROYALTY FEES" means the fees or share of revenue payable by PLL to EVI
         on the Licensed Products set out in SCHEDULE C.

         "$" and "DOLLARS" mean US dollars.

         "TERRITORY" means the World

         EXTENSION OF DEFINITIONS
8.0      Where a word or phrase is given a defined meaning, another part of
         speech or other grammatical form in respect of that word or phrase has
         a corresponding meaning.



Agreement for Research, Development and Licensing of Technologies,
dated October 13,1999.                                                         6
<PAGE>   8
                                     PART 2

               RESEARCH AND DEVELOPMENT OF PROCESSES AND PRODUCTS

CONDUCT OF RESEARCH AND DEVELOPMENT PROGRAM
9.0      PLL shall use its best efforts to conduct the Research and Development
         Program with NRC and EVI in accordance with the timetable, protocols,
         objectives and procedures set out in Schedule B.

10.0     The Research and Development Program shall be carried out by the
         personnel set out in Schedule B or by such other persons who shall be
         acceptable to PLL, NRC and EVI.

11.0     The Research and Development Program shall be carried out at PLL and
         NRC's respective research centres and PLL shall give the researchers
         access to all necessary facilities to enable the Research and
         Development Program to be conducted efficiently. EVI shall ensure that
         NRC cooperates with PLL in relation to the Research and Development
         Program.

12.0     PLL shall appoint one person to an Oversight Committee and EVI shall
         ensure NRC also appoints one person. The Oversight Committee shall
         supervise the conduct of the Research and Development Program and shall
         be responsible for resolving all issues relating to the day to day
         conduct of the Research and Development Program.

COSTS OF THE RESEARCH AND DEVELOPMENT PROGRAM AND OF R&D
13.0     PLL shall pay EVI:

         13.1     The Research and Development Contributions in respect to the
                  Research and Development Program at the rate of $22,225 per
                  calendar month commencing on Commencement Date and monthly
                  thereafter, terminating on the expiry of three month's notice
                  given by PLL of its intention to cease participation in the
                  Research and Development Program, such notice not to be given
                  before 1 January 2000, such that the total Research and
                  Development Contributions required to be paid by PLL in
                  respect to the Research and Development Program shall be not
                  less than $200,000; and

         13.2     In respect of R&D required by PLL to be carried out by NRC,
                  following the completion of the Research and Development
                  Program, for further research and development of the Licensed
                  Products, such fee amount, not to be less than $100,000 per
                  Contract Year, as is stipulated by PLL, and such further
                  amounts per Contract Year as PLL and EVI shall agree PROVIDED
                  THAT if PLL wishes to stipulate an amount below $100,000 in
                  any Contract Year, it shall only be entitled to license any
                  new Products developed by EVI or NRC in and after that
                  Contract Year on the commercial terms that EVI shall determine
                  and PROVIDED FURTHER that



Agreement for Research, Development and Licensing of Technologies,
dated October 13,1999.                                                         7
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                  all R&D must be documented in a manner similar to that of
                  Schedule B and agreed to by both EVI and NRC.

GRANT OF RIGHTS TO LICENSED PRODUCTS
14.0     EVI grants to PLL and PLL accepts the following:

         14.1     The sole and exclusive rights to exploit those Licensed
                  Products exclusively licensed or assigned to EVI by NRC as at
                  the Commencement Date.

         14.2     The non-exclusive rights to exploit those Licensed Products
                  which are licensed to EVI or jointly owned by EVI with any
                  other party following license or assignment to EVI by NRC as
                  at the Commencement Date.

          for a term commencing on the Commencement Date and terminating on the
          later of 31 March 2000 or the date of effective termination of this
          Agreement. During this term, EVI shall not itself use for commercial
          purposes (except for research and development) nor shall it license
          any of the rights granted to PLL under this Agreement to any other
          person and shall ensure that NRC shall do the same.

OWNERSHIP OF JOINTLY DEVELOPED PRODUCTS
15.0     Any new Products conceived or first reduced to practice in the course
         of or as a result of the Research and Development Program or the R&D
         program shall, subject to Clause 13.2, be assigned into the joint
         ownership of PLL and EVI and shall either be licensed exclusively to
         PLL pursuant to this Agreement if PLL exercises its License Rights or
         may be used by PLL and EVI independently of each other if PLL does not
         exercise its License Rights PROVIDED THAT where the Products have been
         developed using the intellectual property rights of any third person,
         the parties shall be subject to the rights of such third person as to
         the ownership and rights to the new Products.

         For further clarification, prior to 1 April 2000, PLL agrees not to
         sell Licensed Products or Products in commercial quantities to any
         person, without the written permission of EVI.

PROTECTION OF THE INTELLECTUAL PROPERTY IN THE JOINTLY DEVELOPED PRODUCTS
16.0     PLL shall either at its discretion or at the request of EVI, file and
         keep current in the joint names of EVI and PLL such patent applications
         as are reasonably required to protect the interests of EVI and PLL in
         the Intellectual Property for the jointly developed Products in the
         countries that the parties consider appropriate. The costs of applying
         for, prosecuting and maintaining such patent applications shall be
         borne by PLL.

17.0     EVI shall at the request of PLL, provide PLL with all documents
         required by PLL to effect the filing of the patent applications and
         shall ensure NRC provides the same, including assignments of rights
         signed by the inventors employed by NRC.

OWNERSHIP OF PROCESSES
18.0     EVI acknowledges:



Agreement for Research, Development and Licensing of Technologies,
dated October 13,1999                                                          8
<PAGE>   10
         18.1     as at the date of execution of this Agreement, PLL is the
                  owner of PLL's Processes and that neither EVI nor NRC have
                  developed their know-how to the point that they can synthesise
                  the Products on a commercially viable basis.

         18.2     for itself and NRC, that all additions to PLL's Processes
                  conceived or first reduced to practice in the course of or as
                  a result of the Research and Development Program shall be
                  assigned into the sole and exclusive ownership of PLL.



Agreement for Research, Development and Licensing of Technologies,
dated October 13,1999                                                          9
<PAGE>   11
                                     PART 3

                       LICENSING OF PROCESSES AND PRODUCTS


CONFIRMATION OF UPTAKE OF LICENSE RIGHTS
19.0     This Part 3 shall commence and be in full force and effect if PLL in
         its absolute discretion determines that the jointly developed Processes
         and Products are capable of producing processes and products which meet
         PLL's target specifications (which include performance, price, ability
         to be commercially manufactured, stability and other factors) and gives
         notice to EVI that it takes up the License Rights hereunder.

PART 3 CONDITIONAL
20.0     The application of this Part 3 is conditional upon PLL confirming its
         wish to take up the License Rights on or before 31 March 2000 or such
         later date agreed by EVI, failing which, this Part 3 shall have no
         effect.

GRANT OF LICENSE RIGHTS
21.0     EVI or, at the election of EVI any related company of EVI, in respect
         of any part of the following rights, grants to PLL and PLL accepts the
         following for the License Term:

         21.1     The sole and exclusive rights to exploit the Licensed Products
                  owned by EVI or exclusively licensed or assigned to EVI by NRC
                  as at the Confirmation Date.

         21.2     The non-exclusive rights to exploit the Licensed Products
                  owned by EVI or jointly owned by EVI with any other party or
                  non-exclusively licensed or assigned to EVI by NRC as at the
                  Confirmation Date.

         21.3     The exclusive rights to exploit the Licensed Products and
                  Processes either owned by EVI or licensed or assigned to EVI
                  by NRC or jointly owned by EVI with PLL following licensing or
                  an assignment to EVI by NRC which exist at 1 April 2000 or
                  which arise at any time during the License Term, subject to
                  the provisions of Clause 13.2.

         Should EVI elect that the grant of the above rights be in part or in
         total by a related company of EVI, the parties agree, in such event, to
         execute such appropriate other agreement or agreements containing the
         terms herein agreed.


CONSIDERATION FOR LICENSE RIGHTS
22.0     PLL shall pay to EVI the following:

         22.1     The Minimum Guaranteed Royalty Fee for the first Contract Year
                  of $100,000 which shall be paid within 90 days of the
                  Confirmation Date; and



Agreement for Research, Development and Licensing of Technologies,
dated October 13, 1999.                                                       10
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         22.2     Either:
                  (a)      The Royalty Fees calculated on the license fees and
                           royalties or on the net sales of manufactured
                           Licensed Products  and Products in each Contract
                           Year, as set out in SCHEDULE C, subject to adjustment
                           pursuant to Clauses 25 and 26; or

                  (b)      The Minimum Guaranteed Royalty Fees of each Period or
                           Contract Year as set out in Column 4 of SCHEDULE D.

                  whichever shall be the greater

         PROVIDED THAT

                  (c)      respecting the first Contract Year only, the amount
                           so computed shall be reduced by the $100,000 to be
                           paid as per Clause 22.1;
                  (d)      the amounts paid by PLL to EVI in respect of R&D as
                           per Clause 13.2 shall be credited to PLL as
                           non-refundable payments on account of the Minimum
                           Guaranteed Royalty Fees of the Contract Year of
                           receipt of payment;
                  (e)      The Minimum Guaranteed Royalty Fees payable
                           respecting any Contract Year shall be adjusted to
                           reflect the actual selling price of Licensed Products
                           or Products and of battery cells utilising the
                           Licensed Products or Products.


23.0     The Royalty Fees, shall be calculated quarterly and payable no later
         than 30 days following the end of each Contract Year quarter. The
         payment respecting the final quarter of any Contract Year shall be
         adjusted as required to attain at least the Minimum Guaranteed Royalty
         Fees for that Contract Year.

24.0     Research and Development Contributions shall be treated by EVI as
         non-refundable advance payments of the Minimum Guaranteed Royalty Fees
         through 31 March 2000. Amounts paid by PLL to EVI in respect of R&D as
         per Clause 13.2 shall be credited to PLL as non-refundable payments on
         account of the Minimum Guaranteed Royalty Fees as set out in Column 4
         of Schedule D of the applicable Contract Year or on account of Royalty
         Fees of such year.

ADJUSTMENT TO ROYALTY FEES
25.0     EVI acknowledges that:

         25.1     PLL is the licensee of products and processes developed and
                  owned by third parties (including Massachusetts Institute of
                  Technology) and that there may be advantages in combining
                  those third parties' know-how with the Licensed Products;

         25.2     It will join in negotiations with PLL and such third parties
                  and shall in good faith, use its best efforts to agree on the
                  amount of Royalty Fees or royalties to be paid by PLL to EVI
                  and the third parties provided that the total Royalty Fees or
                  royalties



Agreement for Research, Development and Licensing of Technologies,
dated October 13, 1999.                                                       11
<PAGE>   13
                  payable by PLL to all parties shall not exceed the Royalty
                  Fees that would have been payable to EVI if the third parties
                  know-how had not been used. Multiple Royalty Fees shall not be
                  due to EVI if the sale, use, lease or manufacture of any
                  Licensed Products or Products is covered by more than one of
                  the Patents. Nothing in this Clause shall oblige EVI to accept
                  a reduction in the Royalty Fees due to it.

26.0     If PLL funds R&D as per Clause 13.2 in an amount below $100,000 for any
         Contract Year within the first five years of the License Term, the
         license set out in this Agreement shall cease to be "sole and
         exclusive" for Contract Years subsequent to such year and the Minimum
         Guaranteed Royalty Fees as set out in Column 4 of Schedule D shall
         reduce by:

         26.1     one third for the sixth to tenth Contract Years of the License
                  Term; subsequent to such year

         26.2     two thirds for the eleventh to fifteenth Contract Years of the
                  License Term subsequent to such year;

         and thereafter be at zero.

PAYMENT OF PATENT COSTS
27.0     PLL shall manage the prosecution, grant and continuing registration of
         all patents filed or required by the parties to be filed in respect to
         the Licensed Products or Products and shall promptly pay all such
         costs.

TARGET SALES
28.0     PLL shall use its best endeavours to:

         28.1     Construct and commission a pilot plant capable of producing
                  commercial quality Products on or before the Confirmation
                  Date; and

         28.2     Achieve the target sales of Products set out in SCHEDULE D.

INFORMATION AND AUDIT
29.0     EVI shall be entitled to receive:

         29.1     Quarterly reports from PLL detailing research and development,
                  manufacturing, marketing and sales activities in the preceding
                  Contact Year quarter, within 30 days of the end of such
                  quarter;

         29.2     Such information that EVI may reasonably require to calculate
                  the amount of Royalty Fees computed as per Schedule C; and

         29.3     Advice of all sublicenses granted by PLL respecting Licensed
                  Products or Products and, within a reasonable period of time
                  after the grant of any such sublicense, a certified copy of
                  such sublicense agreement.



Agreement for Research, Development and Licensing of Technologies,
dated October 13, 1999.                                                       12
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30.0     EVI may from time to time, by its representative or by an independent
         accountant or auditor, examine or audit the records of PLL relating to
         any information which PLL has provided to EVI or which PLL is required
         to have provided to EVI but has failed to do so.

31.0     EVI shall pay the cost of any inspection or audit carried out pursuant
         to the immediately preceding Clause if the audit or inspection
         establishes that information provided by PLL to EVI was complete and
         correct.

32.0     PLL shall pay the cost of any inspection or audit carried out pursuant
         to Clause 30 if the audit or inspection is required to obtain
         information which PLL has failed to provide or if the audit or
         inspection establishes that information provided by PLL to EVI was
         incorrect or incomplete other than in a particular which is trivial or
         minor.

COLLABORATIVE MARKETING
33.0     PLL acknowledges that EVI wishes PLL to sublicense the use of the
         Licensed Products or Products by battery manufacturers for maximum
         generation of Royalty Fees. PLL and EVI agree to collaborate on the
         identification, presentation and marketing of sub-licenses of the
         Licensed Products or Products to battery manufacturers and such other
         potential sub-licensees as the parties consider appropriate from time
         to time. PLL shall not refuse to grant a sub-license of the License
         Rights to any person who meets the criteria reasonably set by PLL and
         EVI for a suitable licensee except with the prior approval of EVI, such
         approval not to be unreasonably withheld.

TERMINATION OF EXCLUSIVITY OF LICENSE RIGHTS
34.0     The exclusivity of the License Rights may be reduced to non-exclusive
         License Rights by:

         34.1     EVI, in the event that PLL fails to meet a) the Minimum
                  Guaranteed Royalty Fees in any two consecutive Contract Years
                  and b) the accumulative Minimum Guaranteed Royalty Fees of the
                  same two consecutive Contract Years, or

         34.2     PLL, in the event that it reasonably believes that it will be
                  unable to meet the Minimum Guaranteed Royalty Fees respecting
                  Contract Years ending 31 March 2003 or later,

         and in such circumstances:

                  (a)      the Minimum Guaranteed Royalty Fees shall reduce in
                           accordance with Clause 26 PROVIDED THAT if PLL has
                           paid EVI Royalty Fees of at least $1,000,000 as at
                           that date, the Minimum Guaranteed Royalty Fees shall
                           then not apply to PLL; and

                  (b)      EVI may grant License Rights to any other person or
                           persons on such terms and conditions as it considers
                           appropriate.



Agreement for Research, Development and Licensing of Technologies,
dated October 13,1999.                                                        13
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                  (c)      where EVI grants License Rights to another person on
                           terms and conditions more favourable than those
                           applying to PLL under this Agreement, EVI shall
                           extend the more favourable terms and conditions to
                           PLL.



Agreement for Research, Development and Licensing of Technologies,
dated October 13,1999.                                                        14
<PAGE>   16
                                     PART 4

                          GENERAL TERMS AND CONDITIONS

OWNERSHIP OF INTELLECTUAL PROPERTY
35.0     PLL acknowledges and agrees that EVI has license or other rights to the
         Intellectual Property in respect to EVI's and NRC's Processes and
         Products. In order to protect and maintain EVI's and NRC's rights in
         the above, PLL shall:

         35.1     Use EVI's and NRC's Intellectual Property solely in accordance
                  with this Agreement and in accordance with all instructions,
                  rules and procedures prescribed by EVI and NRC from time to
                  time;

         35.2     Not orally or in writing attack or contest, including by or in
                  any administrative or judicial action or proceeding before any
                  governmental authority, the ownership of EVI's or NRC's
                  Intellectual Property nor will PLL orally or in writing
                  disparage the name, the Intellectual Property or the
                  reputation of EVI or NRC.

36.0     EVI acknowledges and agrees on behalf of itself and NRC, that PLL has
         sole and exclusive rights to the Intellectual Property in respect to
         PLL's Processes and Products. In order to protect and maintain PLL's
         rights in the above, EVI shall (and shall ensure that NRC shall also):

         36.1     Use PLL's Intellectual Property solely in accordance with this
                  Agreement and in accordance with all instructions, rules and
                  procedures prescribed by PLL from time to time;

         36.2     Not orally or in writing attack or contest, including by or in
                  any administrative or judicial action or proceeding before any
                  governmental authority, the ownership of PLL's Intellectual
                  Property nor orally or in writing disparage the name, the
                  Intellectual Property or the reputation of PLL.

37.0     EVI warrants and undertakes to PLL that EVI and/or its related
         companies have full right, power and entitlement to grant to PLL the
         License Rights over all of NRC's Licensed Products and Products and
         NRC's Processes set out in this Agreement and NRC shall provide PLL
         with such evidence as PLL shall reasonably require to establish such
         claim.


RIGHTS IN THE INTELLECTUAL PROPERTY UPON TERMINATION OF THIS AGREEMENT
38.0     On termination of this Agreement PLL and EVI will:

         38.1     Immediately cease to use the Intellectual Property of the
                  other (including, in the case of PLL ceasing to use the
                  Intellectual Property of NRC), except for Intellectual
                  Property jointly owned by PLL and EVI;



Agreement for Research, Development and Licensing of Technologies,
dated October 13,1999.                                                        15
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         38.2     Not thereafter do or display or suffer or permit to be done or
                  displayed any act matter or thing which may lead or induce or
                  shall be calculated or likely to lead or induce members of the
                  public to believe that the parties are still connected or
                  associated in any way with each other or are still entitled to
                  market or distribute the Products

         and EVI shall ensure that NRC shall also comply with the obligations of
         this Clause as if it were EVI.

39.0     If any party fails to comply with Clause 38.2 then the other party by
         its employees and agents may enter the defaulting party's premises and
         remove all of its Intellectual Property and material relating to its
         Intellectual Property. All costs and expenses incurred in so doing
         shall be recoverable as a debt owing by the defaulting party.

CONFIDENTIALITY
40.0     No party will (and EVI shall ensure that NRC shall not) disclose to any
         person any Confidential Information, unless that disclosure is
         expressly authorised in writing by the owner of such Confidential
         Information.

41.0     Other than may be necessary to reasonably carry out either party's day
         to day commercial activities, neither party shall (and EVI shall ensure
         that NRC shall not) disclose the terms of this Agreement nor issue any
         promotional material or other public announcement or disclosure in
         respect to the existence or nature of the relationship between PLL, EVI
         and NRC without the prior approval of all of such persons in writing.

SPECIFIC SECRECY OBLIGATIONS
42.0     Each of the Parties shall (and EVI shall ensure that NRC shall):

         42.1     Treat as confidential and keep absolutely secret, all the
                  Confidential Information received by it from the other party;

         42.2     Take all proper and effective precautions to prevent the
                  disclosure of the Confidential Information and to preserve the
                  secrecy and confidentiality of the Confidential Information
                  including, without limitation, taking all necessary action to
                  prevent unauthorised persons from obtaining access to the
                  Confidential Information whether by a direct or indirect
                  exposure to it or otherwise;

         42.3     Take all reasonable steps to ensure that its employees or
                  agents also observe the secrecy requirements of this
                  Agreement; and

         42.4     Return to the owner all physical or written records containing
                  the Confidential Information or documentation relating to or
                  concerning the Confidential Information including copies of
                  documentation then in existence immediately upon the
                  termination or expiration of this Agreement.



Agreement for Research, Development and Licensing of Technologies,
dated October 13, 1999                                                        16
<PAGE>   18
CIRCUMSTANCES WHEN DISCLOSURE OF CONFIDENTIAL INFORMATION IS PERMITTED
43.0     A party is relieved of its obligations to preserve the confidentiality
         of the Confidential Information if and only to the extent that:

         43.1     Such Confidential Information is or becomes generally publicly
                  available other than as a result of a breach of this Agreement
                  by the party; or

         43.2     Such Confidential Information was developed independently by
                  the party; or

         43.3     Specific disclosure was required by law.

BEST ENDEAVOURS
44.0     Each of the parties shall do (and EVI shall ensure that NRC will do)
         all things necessary to carry out the terms of this Agreement to the
         fullest effect in accordance with best business practice. In
         particular, each of the parties shall:

         44.1     Diligently and fully exploit (or support the exploitation of)
                  the License Rights under this Agreement; and

         44.2     Keep free from conflicting enterprises or any other activities
                  which would be detrimental to or interfere with the conduct of
                  this Agreement.

PROHIBITIONS
45.0     None of the parties shall (and EVI shall ensure that NRC shall not):

         45.1     Use the Intellectual Property of the other parties except in
                  the manner permitted in this Agreement;

         45.2     Be a party to the doing of any act whereby the goodwill trade
                  or business of the other party may be prejudicially affected;

         45.3     Hold itself out as an affiliate of the other;

         45.4     Pledge the credit of the other party;

INDEMNITY AND WARRANTIES
46.0     Each of the parties unconditionally and irrevocably indemnifies the
         other against any loss, liability, costs or expenses which the other
         party may incur because it or NRC:

         46.1     Fails to pay any moneys due and payable to the other party (or
                  within any applicable period of grace) or in the manner
                  required;

         46.2     Fails to perform any of its obligations under this Agreement
                  or under any other contractual arrangement between it and the
                  other party;



Agreement for Research, Development and Licensing of Technologies,
dated October 13, 1999                                                        17
<PAGE>   19
         46.3     Has infringed the intellectual property rights of any other
                  person.

         And it will on demand pay to the other party the amount of that loss,
         liability, cost or expense.

RIGHT TO PROSECUTE INFRINGEMENTS OF THE INTELLECTUAL PROPERTY
47.0     PLL shall have the right under its control and at its own expense to
         prosecute any third party infringements of EVI or NRC's Intellectual
         Property so long as it is the sole and exclusive licensee of EVI's and
         NRC's Intellectual Property. EVI shall cooperate with PLL (and shall
         ensure NRC's cooperation) on any action brought by PLL under this
         Clause subject only to PLL paying EVI and NRC's reasonable costs.

48.0     Nothing in Clause 47 shall oblige PLL to take any action that it does
         not consider to be in its best interests. However, in such
         circumstances, EVI may at its discretion and cost, take such action and
         any recovery obtained by EVI shall be the property of EVI. PLL shall
         cooperate with EVI on any action brought by EVI under this Clause
         subject only to EVI paying PLL's reasonable costs.

TERMINATION
49.0     PLL shall have the right to terminate this Agreement at the end of any
         Contract Year for any reason upon at least 12 month's written notice to
         EVI.

50.0     Either Party may elect to terminate this Agreement by giving notice in
         writing to the other party of its intention to do so if the other
         party:

         50.1     Commits a breach of any of the provisions of this Agreement
                  and fails to rectify the breach (if capable of being
                  rectified) within 30 days of being required to do so in
                  writing other than, in the case of PLL, a failure to meet the
                  target sales as set out in Schedule D;

         50.2     Commits an act of bankruptcy or fails to contest within ten
                  working days of service of any petition in liquidation;

         50.3     Becomes the subject of any proceedings to obtain an order or
                  resolution for its winding up (except as part of a bona fide
                  reconstruction scheme);

         50.4     Has a receiver/manager, official manager or provisional
                  liquidator appointed over the whole or part of its
                  undertakings or assets;

         50.5     Has an execution or other process of any court or authority or
                  any distress levied upon any of its property without it being
                  paid out, set aside or withdrawn within 14 days of its issue;

         50.6     Has a substantial part of its assets resumed, confiscated or
                  forfeited;



Agreement for Research, Development and Licensing of Technologies,
dated October 13, 1999                                                        18
<PAGE>   20
         50.7     Agrees with the other party in writing to terminate this
                  Agreement at the end of any Contract Year; or

         50.8     After remedying any default in respect to which notice
                  requiring it to remedy such default was given, continues to
                  engage in the same non-compliance whether or not corrected
                  after such notice.

CONSEQUENCES OF TERMINATION OR EXPIRATION
51.0     In the event that this Agreement expires or is terminated:

         51.1     All rights of PLL under this Agreement will terminate;

         51.2     PLL will forthwith;

                  (a)      Pay to EVI any outstanding Research and Development
                           Contributions, or fees in respect of R&D, or Royalty
                           Fees or Minimum Guaranteed Royalty Fees, or charges
                           due to NRC or EVI at the effective date of
                           termination or expiration within 30 days of the
                           effective date of termination or expiration;

                  (b)      Cease to hold itself out as a licensee of the
                           Licensed Products or that it is associated with NRC
                           or EVI in any way;

                  (c)      Cease using NRC's or EVI's Intellectual Property and
                           the Licensed Products except those Licensed Products
                           or Products jointly owned by PLL;

                  (d)      Return to NRC and EVI all documents and other
                           material or matters relating to their respective
                           Intellectual Property and the Licensed Products or
                           Products except those Licensed Products or Products
                           jointly owned by PLL.

52.0     Termination or expiration of this Agreement shall be without prejudice
         to any claim any party may have against the other or others under this
         Agreement as at the date of effective termination or expiration.

GENERAL ACKNOWLEDGEMENTS
53.0     Each of the parties acknowledges that:

         53.1     This Agreement contains all the terms conditions and
                  obligations of the parties.

         53.2     It shall make, do perform and execute all documents acts
                  matters and things required to ensure that no term of this
                  Agreement shall be breached by it.



Agreement for Research, Development and Licensing of Technologies,
dated October 13, 1999                                                        19
<PAGE>   21
NOTICES
54.0     Any notice, demand or other document under or relating to this
         Agreement will be sufficiently served if delivered personally or if
         sent by E-mail, fax, or prepaid registered letter to the party to be
         served at the address of such party at such address as may from time to
         time be notified in writing by such party to the other parties.

55.0     Any notice, demand or other document will be deemed to have been served
         at the time of delivery or, if service is effected in any other manner
         described, at the time when it would in the ordinary course be
         delivered.

AMENDMENT
56.0     This Agreement may only be varied by the written agreement of the
         parties.

APPROVALS AND CONSENT
57.0     Except when the contrary is stated in this Agreement, a party may give
         or withhold an approval or consent to be given under this Agreement in
         that party's absolute discretion and subject to those conditions
         determined by the respective party.

58.0     A party is not obliged to give its reasons for giving or withholding a
         consent or for giving a consent subject to conditions.

COUNTERPARTS
59.0     This Agreement may be executed in a number of counterparts and if so
         executed, the counterparts taken together constitute one Agreement.

NO WAIVER
60.0     No failure by a party to exercise any power given to it or to insist
         upon the strict compliance by the other or others with any obligations
         or conditions and no customary practice of the parties or variances
         with the terms of this Agreement shall constitute a waiver of that
         party's right to demand exact compliance with the terms of this
         Agreement other than in relation to breaches which have been waived nor
         shall a waiver by it of any particular default affect or impair its
         right in respect of any subsequent default of the same or different
         nature, nor any delay or omission by that party to exercise any right
         arising from default shall affect or impair its rights as to the said
         default or any subsequent default.

FURTHER ASSURANCE
61.0     Each party shall promptly execute all documents and do all things that
         another party from time to time reasonably requests to effect, perfect
         or complete this Agreement and all transactions incidental to it.

LEGAL COSTS
62.0     The Parties shall each pay all their own legal and other expenses
         relating directly or indirectly to the negotiation, preparation and
         execution of this Agreement and all documents incidental to it.



Agreement for Research, Development and Licensing of Technologies,
dated October 13, 1999                                                        20
<PAGE>   22
SEVERANCE
63.0     In the event of illegality, each of the terms of this Agreement is
         severable from the other terms of this Agreement and the severance of
         one term does not affect the other terms.

DISPUTE RESOLUTION
64.0     The parties agree that any dispute arising out of or relating to this
         Agreement shall be resolved solely by:

         64.1     Negotiation between the chief executive officers of the
                  parties in good faith discussions, such discussions to be held
                  within 5 working days of one party notifying the other of a
                  dispute and the nature of such dispute;

         64.2     If the parties fail to resolve the dispute through mediation
                  within 120 working days, either party shall have the right to
                  pursue any other remedies available to it.

65.0     Should PLL confirm its wish to take up the License Rights as per this
         Agreement, PLL shall, after the Confirmation Date and after receipt of
         the sum of $1 to be paid by EVI to PLL, issue to EVI 100,000 fully paid
         Class B ordinary shares in the capital of PLL in consideration for the
         support provided to PLL by EVI. Such 100,000 fully paid Class B shares
         of PLL are as presently constituted, adjusted as appropriate to give
         effect to share subdivisions, consolidations, mergers and
         amalgamations, stock dividends, distributions in property and other
         corporate changes.

66.0     This Agreement shall be governed by the laws of the Province of
         Ontario, Canada, except that any questions affecting the construction
         or effect of any of the Patents shall be determined by the law of the
         country in which the Patent shall have been granted.



Agreement for Research, Development and Licensing of Technologies,
dated October 13, 1999                                                        21
<PAGE>   23
                                   SCHEDULE B

                        RESEARCH AND DEVELOPMENT PROGRAM


DEVELOPMENT OF COMMERCIAL Li(x)CR(y)Mn(z)O(2) CATHODE MATERIALS

TIMESCALE:

9 months

OVERALL GOAL:

To prepare reproducible pilot plant batches (200 kg) of Li(x)Cr(y)Mn(z)O(2)-
based cathode material meeting or exceeding the following market-driven
requirements:

-    200 mAh/g capacity at 25 (degree)C using a 0.2C rate

-    140 mAh/g capacity at -20 (degree)C using a 0.2C rate

-    capacity at 1C rate >90%  of capacity at 0.2C rate

-    maximum charging voltage of 4.3 V

-    smooth discharge curve between ca. 4.2 and 2.8 V

-    fade rate <10% at 55 (degree)C over 100 cycles

-    safety better than LiCoO(2)

-    cost of production lower than LiCoO(2)


CORE PERSONNEL RESOURCES:

NRC

-    Rod McMillan (Project Manager for NRC)

-    Isobel Davidson (Senior Research Officer) 75%

-    Yves Grincourt (Research Assistant-Electrochemical) 75%

-    Post-doctoral fellow 100%

-    Technical Officer 1 100%

-    Technical Officer 2 100%


PLL

-    Paul Pickering (Project Manager for PLL)

-    Brett Ammundsen (Materials Development) 75%

-    Research Scientist (Materials Development) 75%

-    Hans Desilvestro (Electrochemical) 60%

-    Research Technician 1 (Synthetic) 100%

-    Research Technician 2 (XRD-structural analysis) 75%

-    Research Technician 3 (Electrochemical) 90%

-    Research Technician 4 (Electrochemical) 90%

-    David Hassell (Process Engineering) 75%

-    Process Engineer 100%

-    Process Technician 1 100%

-    Process Technician 2 100%



Agreement for Research, Development and Licensing of Technologies, dated October
13, 1999

                                                                              23
<PAGE>   24
This project will be jointly managed between NRC and PLL. NRC's representative
will be Dr Rod McMillan and PLL's representative will be Dr Paul Pickering. Dr
McMillan will be responsible for work performed at NRC, Dr Pickering will be
responsible for work performed at PLL

LABORATORY AND EQUIPMENT RESOURCES:

NRC

-    Preparative labs

-    Laboratory furnaces

-    Benchtop spray dryer

-    Electrochemical testing facility

-    AC impedance spectrometer

-    X-ray diffraction (XRD)

-    Thermal analysis (TGA-DSC)

-    Accelerated rate calorimeter (ARC)

-    AA

-    BET surface area

-    Particle sizer

-    Gas pycnometer

-    Scanning electron microscope (SEM)

-    X-ray photoelectron spectrometer (XPS)

PLL

-    Preparative labs

-    Laboratory furnaces

-    Large-scale furnaces

-    Electrochemical testing facility

-    AC impedance spectrometer

-    X-ray diffraction

-    AA and ICP

-    High-resolution SEM (University of Auckland)

PROGRAM

The program is divided into inter-related tasks. Each task has well-defined
objectives and to each task are assigned persons who will be overall responsible
for guiding and coordinating the task to ensure that the objectives are met
within the timescale, and that relevant information is communicated to those
responsible for related tasks. While responsibility for individual tasks has
been assigned variously to the NRC and PLL, it is nonetheless envisaged that
work will be cooperative with contributions from both parties to all tasks.

For approximately the first half of the program, a strong effort at both centres
will be directed toward materials development at the laboratory scale and
electrochemical test cell development. In the second half of the program,
resources at PLL will be more focussed on scale-up of process and production,
with the NRC both contributing to this and continuing materials development.

TASK 1: DEVELOP COMPOSITIONS

Coordinators Isobel Davidson (NRC) & Brett Ammundsen (PLL)

Key objectives:



Agreement for Research, Development and Licensing of Technologies, dated October
13, 1999

                                                                              24
<PAGE>   25
-    Prepare Li(x)Cr(y)Mn(z)O(2)-based compounds with controlled composition and
     particle size/structure designed to exceed the minimum market-defined
     criteria for rate-related capacity and stability of capacity.

-    Determine the best composition for scale-up and commercialisation.

WORK PLAN

1.1  ESTABLISH CHEMICAL COMPOSITION RANGE FOR MATERIAL

-    PLL to reproduce Li(x)Cr(0.5)Mn(0.5)O(2) by coprecipitation, and to
     optimise coprecipitation procedure (including temperature/time/gas
     requirements for subsequent processing) to produce material showing
     equivalent or better electrochemical properties compared with spray-dried
     samples.

-    NRC to optimise spray-drying procedure (including
     temperature/time/atmosphere requirements for subsequent processing).

-    Parallel exploration of varying composition using spray drying (NRC) and
     coprecipitation (PLL).

1.2  ESTABLISH INFLUENCE OF SYNTHESIS ROUTE AND CONDITIONS

-    Simplify synthetic procedure

          -    investigate formation and stability of compositions as a function
               of temperature/time/atmosphere.

          -    analysis of each process step by XRD, AA and TGA

-    Investigate alternative process routes using readily available dry
     precursors.

1.3  INVESTIGATE ALTERNATIVE FORMULATIONS

-    Investigate partial and total substitution of Cr by Ni, Fe, Co, Ti, V or
     Al.



TASK 2: EXAMINE CRYSTAL STRUCTURE AND PARTICLE MORPHOLOGY

Coordinators Isobel Davidson (NRC) & Brett Ammundsen (PLL)

Key objectives:

-    Obtain data relevant to Task 1 and feed back to Task 1 observations and
     correlations in combination with electrochemical data from Task 3.

WORK PLAN

2.1 DETERMINE EFFECT OF COMPOSITION ON CRYSTAL STRUCTURE

-    XRD

2.2 DETERMINE EFFECT OF SYNTHESIS ROUTE AND REACTION CONDITIONS ON CRYSTAL
STRUCTURE AND PARTICLE MORPHOLOGY

-    XRD, SEM, particle size analysis, BET, oxidation state analysis

2.3 DETERMINE INFLUENCE OF ALTERNATIVE FORMULATIONS ON CRYSTAL STRUCTURE AND
PHASE STABILITY

-    XRD


TASK 3: ELECTROCHEMICAL CHARACTERISATION AND TESTING OF SAMPLES

Coordinators Hans Desilvestro (PLL) & Yves Grincourt (NRC)

Key objectives:

-    Obtain data relevant to Task 1 and feed back to Task 1 observations and
     correlations in combination with structural/morphological data from Task 2.




Agreement for Research, Development and Licensing of Technologies, dated October
13, 1999

                                                                              25
<PAGE>   26
WORK PLAN

3.1 ESTABLISH REPRODUCIBILITY OF ELECTROCHEMICAL DATA BETWEEN NRC AND PLL.

-    Optimise electrode formulation and cell configuration.

          -    Exchange of electrodes, cells, and cell hardware between NRC and
               PLL

3.2 OPTIMISATION OF TEST CELL ASSEMBLY

-    Investigate electrochemical conditions to increase rate-related capacity
     and minimise capacity fade

          -    Optimise stack pressure

          -    Optimise for Li metal and Carbon anodes

3.3 INVESTIGATION OF INTERCALATION MECHANISMS AND RATE-LIMITING FACTORS

-    In-situ pulse experiments on different time scales during charge-discharge

-    AC impedance specroscopy

-    dQ/dV plots

-    XRD, chemical analysis, and thermal stability of cycled materials at
     various states of charge and as a function of first charge conditions

3.4 EXTENDED CYCLING TESTS

-    Determine influence of composition and synthesis conditions on temperature-
     and rate-related capacity, and on cycling stability.


TASK 4: DEVELOP SYNTHETIC PROCEDURES TOWARD PRODUCTION PROCESS

Coordinator Brett Ammundsen (PLL)

Key objectives:

-    Reproduce compounds prepared in Task 1 (retaining electrochemical
     performance characteristics) using commercially viable synthesis procedures
     streamlined toward scale-up and production.


TASK 5: SCALE-UP TRIALS (100 g TO 5 kg)

Coordinators David Hassell and Brett Ammundsen (PLL)

Key objectives:

-    Prepare Li(x)Cr(y)Mn(z)O(2)-based compounds developed in Task 1 (and Task
     9) as reproducible 100 g and 5 kg batches.


TASK 6: SCALE UP TO 100 T PER ANNUM PILOT PLANT

Coordinator David Hassell (PLL)

Key objectives:

-    Produce reproducible 200 kg batches of the selected material (retaining
     electrochemical performance characteristics of the small batch samples) in
     the pilot plant.


TASK 7: VERIFY REPRODUCIBILITY OF COMPOSITION, STRUCTURE & MORPHOLOGY FOR
SCALE-UP SAMPLES

Coordinators Isobel Davidson (NRC) & Brett Ammundsen (PLL)



Agreement for Research, Development and Licensing of Technologies, dated October
13, 1999

                                                                              26
<PAGE>   27
Key objectives:

-    Obtain data for samples produced in Tasks 5 & 6 and feed back to Tasks 5 &
     6 observations and correlations.


TASK 8: ELECTROCHEMICAL TESTING OF SCALE-UP SAMPLES

Coordinator Hans Desilvestro (PLL)

Key objectives:

-    Obtain data for samples produced in Tasks 5 & 6 and feed back to Tasks 5 &
     6 observations and correlations.

WORK PLAN

8.1 EXTENDED CYCLING TESTS

-    Determine reproducibility and influence of synthesis conditions on
     temperature- and rate-related capacity, and on cycling stability.

TASK 9: CONTINUED MATERIAL DEVELOPMENT TO ENHANCE PROPERTIES

Coordinator Isobel Davidson (NRC)

Key objectives:

-    Continue development of Li(x)Cr(y)Mn(z)O(2)-based compounds to further
     improve electrochemical characteristics after achievement of initial
     performance goals.

-    Feed new developments into the loop of scale-up to commercial product.




Agreement for Research, Development and Licensing of Technologies, dated October
13, 1999

                                                                              27
<PAGE>   28
Gantt Chart: Development of commercial Li(x)Cr(y)Mn(z)O(2) cathode materials

<TABLE>
<CAPTION>

<S>                                       <C>
Task 1 (compositions) NRC+PLL...........  Aug '99 - Dec '99
Task 2 (structure-morphology) NRC+PLL...  Aug '99 - Dec '99
Task 3 (electrochemical) NRC+PLL........  Aug '99 - Apr '00
Task 4 (commercial synthetic procedures)
 NRC+PLL................................  Sep '99 - Dec '99
ms stable rate-related capacity
 objectives achieved....................  Dec '99
ms composition for scale-up
 determined.............................  Dec '99
ms precursor preparation defined for
 scale-up...............................  Dec '99
Task 5 (pre-scale-up trials 100 g to
5 kg) PLL................................ Aug '99 - Apr '00
Task 6 (scale up to pilot plant) PLL....  Jan '00 - Apr '00
Task 7 (reproducibility of scale-up
 samples) PLL...........................  Aug '99 - Apr '00
Task 8 (electrochemical testing scale-up
 samples) PLL...........................  Aug '99 - Apr '00
ms reproducible pilot plant batches
 produced...............................  Mar '00
Task 9 (continued material development)
 NRC....................................  Jan '00 - Apr '00
</TABLE>

Agreement for Research, Development and Licensing of Technologies, dated October
13, 1999

                                                                              28
<PAGE>   29
                                   SCHEDULE C

                                  ROYALTY FEES

ROYALTY FEES OF EACH CONTRACT YEAR TO BE CALCULATED AS:

a)   33% of the license fees earned by PLL from the sub-licensing to a third
     party of the rights to the Licensed Products whether such fees are paid by
     the sub-licensee in one sum or by installments, and

b)   4% of Net Sales where Licensed Products or Products are manufactured by
     PLL, any related party of PLL or by any other party.

PROVIDED THAT

1)   When the amount of Royalty Fees payable by PLL to EVI re any Contract Year
reaches the higher of $1 million or the Minimum Guaranteed Royalty Fees for that
Contract Year, the percentage of the license fees payable by PLL to EVI under
paragraph a) above shall then reduce from 33% to 25% on the balance of the
license fees upon which Royalty Fees are payable to EVI during that Contract
Year; and

2)   "Net Sales" shall mean gross sales of Licensed Products or Products less
sales taxes, freight, insurances, reasonable sales persons' or agents'
commissions and packaging costs; and

3)   In the event that PLL or any related party of PLL uses the Licensed
Products or Products in its manufacture of cells or batteries, the Royalty Fees
payable to EVI shall be the higher of (1) 4% of the best price that PLL or any
related party of PLL or any licensed manufacturer of the Licensed Products or
Products sells the Licensed Products or Products calculated on the Licensed
Products or Products used by PLL or any related party of PLL in its
manufacturing process, or (2) 1% of the Net Sales of cells or batteries
utilising the Licensed Products or Products which are sold by PLL or any related
party of PLL.


Agreement for Research, Development and Licensing of Technologies, dated October
13, 1999

                                                                              29
<PAGE>   30
                                   SCHEDULE D

                                  TARGET SALES

<TABLE>
<CAPTION>
 PERIOD OR CONTRACT YEAR ENDING       GUARANTEED CELL        CELL VALUES BASED ON       GUARANTEED MINIMUM
            31 MARCH                VOLUMES CONTAINING       THE GUARANTEED CELL       ROYALTY FEES BASED ON
                                     LICENSED CATHODE.       VOLUMES AT A COST OF     CELL COST OF $2.00 PER
                                                              $2.00 PER CELL.                  CELL.
                                    (See Note 1 below)        (See Note 1 Below)        (See Note 1 Below)
                                    ------------------        ------------------        ------------------
<S>                                 <C>                      <C>                      <C>
              2000                          Nil                      Nil                    $  200,000
              2001                          Nil                      Nil                    $  100,000
              2002                         500,000               $ 1,000,000                $  100,000
              2003                       5,000,000               $10,000,000                $  200,000
              2004                      10,000,000               $20,000,000                $  400,000
              2005                      25,000,000               $50,000,000                $1,000,000
              2006                      50,000,000              $100,000,000                $2,000,000
              2007                      75,000,000              $150,000,000                $3,000,000
      2008 and thereafter           (See Note 2 below)        (See Note 2 below)        (See Note 2 below)
</TABLE>

NOTES:

1.       An indicative cell cost value of $2.00 per cell has been used in
         calculating the Minimum Guaranteed Royalty Fees. If the cell cost
         values reduce to below $2.00 per cell and there is no corresponding
         increase in the sale volumes of the cells so that the Minimum
         Guaranteed Royalty Fees are achieved, then the parties shall negotiate
         in good faith to either reduce the Minimum Guaranteed Royalty Fees or
         to convert this Agreement to a non-exclusive arrangement. The term
         "cost" means the aggregate of the raw materials cost, costs of
         conversion and other costs including production overheads incurred in
         the manufacture of the cell.

2.       The above targets shall, in Contract Years ending 31 March 2008 and
         later, increase each Contract Year by a percentage equivalent to the
         overall world market $ of sales increase of similar Products, applied
         to the previous Contract Year's actual values.


This is the final page of the Agreement.




Agreement for Research, Development and Licensing of Technologies, dated October
13, 1999

                                                                              30