Industrial Research Assistance Program
                        Repayable Contribution Agreement

                                                        Project No.:  379684

This Agreement is made in duplicate -


Between:          National Research Council Canada
                  200 Town Centre Court, Suite 1101
                  Scarborough, Ontario
                  M1P 4X8
                 (herein called the NRC)

And:              Energy Ventures Inc. (Canada)
                  43 Fairmeadow Ave,
                  Toronto, Ontario
                  M2P 1W8
                 (herein called the Firm)

1.        This Agreement  comes into effect on the March 20, 2000 and terminates
          on the March 31, 2009, unless extended in accordance with the Basis of
          Payment and Repayment.

2.        The NRC  agrees to  contribute  up to a maximum  of  $495,000  for the
          performance  of  work  undertaken  by the  Firm  as  described  in the
          attached Statement of Work (SW) (hereafter  referred to as "the Work")
          and in  accordance  with the Basis of Payment and  Repayment  (BP) and
          Conditions of Contribution (CC).

3.        The Firm agrees to undertake the Work and  understands and accepts all
          the Conditions of Contribution.

4.        Subject to the Conditions of Contribution (CC), the Firm agrees to pay
          to NRC the amounts  required to be paid by the Firm under the Basis of
          Payment and Repayment  (BP) plus any applicable  administrative  costs
          and interest penalties specified therein.

5.        This  Agreement  shall become null and void if not signed and returned
          to NRC within thirty (30) days of the signature date of the authorized
          officer of the NRC.

          National Research Council Canada



                                                 -------------------------------
         ________________________________        Date




         Energy Ventures Inc. (Canada)

                                                --------------------------------
        ________________________________         Date
         Mr. Wayne Hartford,
         President

<PAGE>


                                                              Project No.:

Project Title: Development of Nickel Zinc and Zinc Carbon-Bromine Secondary
Batteries

Description of the Work

Following are the major development tasks for this project.

     Nickel Zinc:

     The  pre-commercialization  plan is  centered on setting the recipe for the
     design of this  technology and developing the process for  engineering  the
     manufacturing.  It also is heavily  focused on life cycle testing,  product
     verification,  safety testing,  manufacturability and large volume testing.
     Under this plan the company must manufacture large volumes of cells by hand
     for  testing  by  potential  licensees  and  partners.  EVI has  the  first
     generation  product in the lab at this time and is  working to improve  the
     long-term  capacity  and  cycle  life of the  cell  for  second  and  third
     generations.


1.   To set the recipe for the first  generation  of product in AAA, AA, C and D
     sizes.  The company will manufacture by hand large numbers of batteries for
     performance  testing.  The company  has a need to  increase  its ability to
     cycle these  batteries by purchasing one or more battery  cycler  machines.
     This  program is  required  so that the  company  will have  comfort in its
     design.  This will be an iterative  process whereby  modifications  will be
     made to the battery design based on its long-term performance.  The company
     will  increase  its staff for this  project  since  there is a  significant
     amount of  effort in making  the  batteries  and  collecting  the data from
     product cycling.

2.   To complete the engineering to allow  high-speed  production of these cells
     on existing  alkaline  battery  lines.  Hand  production  of the cells will
     provide information about the manufacturability of the end product.  Again,
     the  process  is  iterative,  since a  particular  technique  that leads to
     improved   battery   performance  may  not  be  possible  in  a  high-speed
     manufacturing line or may add significant cost to the product.

3.   At the stage when EVI is confident about the formula and  manufacturability
     of the  battery  based  on  hand  production  it  must  move  to  automated
     production.  A low-speed  production line will be built or leased to verify
     that the battery  can be  manufactured  in a  continuous  process.  EVI may
     undertake this step of the commercialization  process independently or with
     a joint venture partner.

     Note: The company is considering the acquisition of a manufacturing company
     that  will give it  control  of a battery  manufacturing  plant in  Canada.
     Should this acquisition take place, EVI will be in an excellent position to
     validate the production process on a full-scale production line.

4.   The company  will  determine  the product and process  economics  using the
     information  from  steps 1, 2 and 3.  This can  only be  accomplished  when
     making large volumes of cells.

<PAGE>

5.   The company will produce large volume (100 cells) samples for  distribution
     to potential licensees and OEMs.

6.   Design and build cathode insertion machine for Nickel Zinc batteries.

         Zinc Carbon Bromine:

     The Pre-Commercialization plan is focused on setting the specifications for
     the first  generation  cell and  optimizing the materials for maximum cycle
     life and  capacity.  Manufacturability  of the battery  will also be proven
     along with product  economics.  Repetitive  testing and data acquisition of
     manufactured  cells will be  conducted  on  battery  cycling  equipment  to
     validate the technology and manufacturing  process. A continuing focus will
     be on  improving  the  battery  to have at least  fifty or sixty  cycles by
     identifying a better separator.  Since cost and price will be market issues
     with this  battery,  EVI must  prove  that the  system  can meet the market
     requirements by testing higher rate production volumes.  Sample packages of
     the battery must be produced for testing by potential licensees. A charging
     system must be developed  for this system since its charging  regime is not
     consistent with existing battery products.

     1.  To set the recipe for the first generation of product in C and D sizes.
         The company will  manufacture  by hand large  numbers of batteries  for
         performance  testing. The company has a need to increase its ability to
         cycle  these  batteries  by  purchasing  one  or  more  battery  cycler
         machines.  This  program  is  required  so that the  company  will have
         comfort  in its  design.  This  will be an  iterative  process  whereby
         modifications will be made to the battery design based on its long-term
         performance. The company will increase its staff for this project since
         there is a  significant  amount of effort in making the  batteries  and
         collecting the data from product cycling.

     2.  To complete the  engineering  to allow  high-speed  production of these
         cells on existing or new battery lines. Hand production of the cells by
         EVI staff will provide information about the  manufacturability  of the
         end  product.  Again,  the  process is  iterative,  since a  particular
         technique  that  leads  to  improved  battery  performance  may  not be
         possible in a high-speed manufacturing line or may add significant cost
         to the product.

     3.  At  the  stage   when  EVI  is   confident   about  the   formula   and
         manufacturability  of the battery based on hand production it must move
         to automated  production.  A low-speed production line will be built or
         leased to verify that the battery can be  manufactured  in a continuous
         process. EVI may undertake this step of the  commercialization  process
         independently or with a joint venture partner.

     4.  The company will determine the product and process  economics using the
         information  from steps 1, 2 and 3. This can only be accomplished  when
         making large volumes of cells.

<PAGE>

     5.  The company  will  produce  large  volume  (100 cells)  sample kits for
         distribution and provide technical support to potential licensees.

     6.  The company will design,  build and test an inexpensive charging system
         that will be suitable for these batteries.


Following  reflects  the product  development  schedule for Nickel Zinc and Zinc
Carbon Bromine batteries in this project:

TABLE

<PAGE>

Summary of total cost of the Work

Salaries                            $607,413
Services and Contracts              $187,429
Travel                               $56,000
Materials                            $83,000
Capital Items                       $170,000
Overheads                           $394,819
                                    ---------
            Total                 $1,498,661


<PAGE>

Project No.:

(Note:  The Goods and Services Tax (GST),  Harmonized Sales Tax (HST), or Quebec
Sales Tax (QST) will not normally be  reimbursed by NRC and the Firm must delete
any GST, HST, or QST costs from invoices prior to submission to NRC for payment.
However,  if the Firm has paid GST,  HST, or QST in relation to allowable  costs
incurred (as defined below) and can clearly  demonstrate  to NRC's  satisfaction
that it is not  entitled  to any input tax  credits or other form of rebates for
these taxes, then NRC will consider those taxes paid as an allowable cost. )

1.0      Terms of Payment

1.1      NRC agrees to reimburse the Firm for work performed on the project as
         follows:

         o    Eighty Five percent  (85%) of the actual  salary costs  (excluding
              benefits) incurred for company staff, estimated at $495,000.

Note:    Overhead costs  exceeding 65% of the salary costs directly  incurred by
         the Firm in the  performance  of the Work will not be considered by NRC
         as costs of the Work without its prior written consent.

Note:    NRC's  maximum  contribution  will be the  lesser  of 33% of the total
         costs incurred in the performance of the Work or $495,000.

1.2      The Firm agrees to invoice NRC quarterly in arrears for costs incurred
         and as specified in clause 1.1 above.

1.3      The Firm agrees to provide NRC the reports on the dates outlined below.
         The Firm  acknowledges  that failure to comply with these requests will
         cause the  payments of current and  subsequent  claims to be delayed or
         stopped.

         a)       a  summary  of  the  actual   total  costs   incurred  in  the
                  performance of the Work from the start of this Agreement and a
                  summary of the total  forecasted  expenditures to complete the
                  Work must be  submitted  on  September  20, 2000 and March 31,
                  2001.
         b)       Firm's  unaudited  annual  financial   statements  within  one
                  hundred and twenty (120) days of the end of the Firm's  fiscal
                  year  end  until  repayments  commence.  The  first  financial
                  statements  must be submitted  on or before  January 31, 2001.
                  Audited  revenue or  financial  statement  should be submitted
                  annually  within  one  hundred  and  twenty  (120) days of the
                  Firm's fiscal year end, during the repayment period, and until
                  the  end of this  agreement.  The  first  audited  revenue  or
                  financial statement is due on January 31, 2004.
         c)       Financial Review on or before May 30, 2000
         d)       Financial and technical review on or before August 31, 2000,
                  December 31, 2000 and March 31, 2001.
         e)       A final technical report due on March 31, 2001.

<PAGE>

2.0      Sources of Funding for the Work

2.1      The Firm agrees that the following table fairly represents the
         anticipated sources of funds for the Work.

                Source                               Amount   Percent
         This contribution                         $495,000    (33%)
         Tax credits                               $           (  %)
         Other government assistance               $           (  %)
         Firm's internal resources                 $1,003,661  (67%)
         Other private sector funding              $           (  %)
                                                     ------------------
                  Total Cost of the Work           $1,498,661 (100%)

2.2      The Firm  acknowledges  that securing any other funding for the Work is
         entirely a matter  between  it and the other  sources of funds and that
         NRC cannot give any assurance about eligibility, suitability, terms, or
         amounts.

3.0      Summary of NRC's Support by Fiscal Year

         The following table  summarizes the maximum  contribution to be made by
         NRC in each given NRC fiscal year (April 1 to March 31).

         Fiscal Year 1999/2000  (13 March 2000 to 31 March 2000) up to: $5,000.
         Fiscal Year 2000/2001  (1 April 2000 to 31 March 2001) up to:$490,000.

         Claims for payment,  in  accordance  with clause 1.1, for project costs
         incurred in a given  fiscal year must be  submitted  by April 10 of the
         following  fiscal  year.  The maximum  amount per fiscal year cannot be
         exceeded without prior written approval of NRC.

         No unclaimed  portion of these maximum  annual amounts will be added to
         subsequent  fiscal year limits without the express  written  consent of
         NRC.

4.0      Supporting Documentation

         a)       The Firm agrees to provide proofs of costs incurred when
                  requested by NRC.
         b)       Each claim is to be accompanied by a brief report, in a manner
                  specified  by NRC,  of the Work  completed  during  the  claim
                  period.
         c)       Payment of claims for payment by NRC is contingent upon
                  receipt of any required reports.

5.0      Repayment

5.1      Beginning on July 1, 2003 and at the beginning of every quarter
         thereafter up to and including April 1, 2006 the Firm shall pay to NRC:

         One point seven  percent  (1.7%) of the Firm's  gross  revenues for the
         quarter  preceding  the  repayment.  Gross  revenues are defined as all
         revenues,  receipts, monies and other considerations of whatever nature
         earned or received by the Firm,  whether in cash, or by way of benefit,
         advantage, or concession,  without deductions of any nature, net of any
         returns  or  discounts  actually  credited  and any sales,  excise,  ad
         valorem or similar  taxes paid but without  deduction  for bad debts or
         doubtful accounts,  as determined in accordance with generally accepted
         accounting principles, applied on a consistent basis.

<PAGE>

         If by April 1, 2006 the total  amount  paid to NRC is less than the NRC
         contribution  to the Firm,  the Firm will  continue to make payments to
         NRC under the same terms until the earlier of the full repayment of the
         NRC contribution or ten years after the start of the repayment  period.
         If at any time during the life of this  Agreement the total amount paid
         to NRC pursuant to this article  equals or exceeds  $742,500,  the Firm
         shall  cease to have any  further  obligation  to make  payments to NRC
         pursuant to this article.


5.2      The Firm  agrees to provide to NRC a report of gross  revenues  for the
         repayment  period defined in 5.1, above.  This repayment and report are
         due within 60 days from the end of the applicable period.

5.3      The Firm  agrees to provide to NRC within one hundred and twenty (120 )
         days of the end of each Firm fiscal  year,  an audited  report of gross
         revenues for that fiscal year, until the end of the contract.

5.4      The Firm agrees that in its revenue  reports to NRC,  all  transactions
         with  related  persons  (as that term is defined in the Income Tax Act)
         will be  reported,  treated  and valued at the  greater of the  typical
         recent  price for sales by the Firm,  or by any company  related to the
         Firm, of the product or service in question to unrelated  third parties
         or of the fair market value  (defined as the highest price obtained for
         a similar product in a preceding calendar year).

5.5      The Firm agrees that if it licenses the  production  and sale of any of
         its products or services to a third  party,  that it will pay to NRC an
         amount  equal to the  amount it would  have paid to NRC had it made the
         sales itself in the repayment period in question.

5.6      Interest at one percent (1%) per month compounded  monthly (annual rate
         of 12.68%),  must be paid on overdue  amounts.  An amount is overdue if
         unpaid 30 days after the repayment is due according to article 5.0. NRC
         may  revise  that  rate upon 2 months'  notice.  The Firm  shall pay an
         administrative  charge of $25 for any cheque that is refused payment by
         the Firm's bank or financial institutions.

5.7      The amount  paid by the Firm to NRC  pursuant  to article  5.1 does not
         include interest charges or penalties or any other amounts paid or owed
         by the Firm to NRC whether related to this Agreement or not.

5.8      Payments must be made by cheque payable to "Receiver General -
         National Research Council of Canada" and addressed to:

                           Finance Branch,
                           National Research Council,
                           1200 Montreal Road,
                           Ottawa, Ontario.  K1A OR6

6.0      Special Conditions

         None

<PAGE>

                           Conditions of Contribution

This  Agreement is conditional  upon the Firm's  adherence to all conditions set
out below. A breach of any of the following  conditions,  or a submission to NRC
of false or  misleading  information,  is grounds for  suspension  or  immediate
termination of NRC's financial assistance for the Work, in addition to any other
action  permitted  by law.  NRC will notify the Firm,  in  writing,  of any such
suspension or termination. Termination of this Agreement due to breach of any of
these  conditions  by the Firm will render the total amount of all  contribution
payments made by NRC to the Firm pursuant to this Agreement  immediately due and
payable to the Receiver General - National  Research Council of Canada.  Failure
on the part of NRC to act on any breach  does not  constitute  a waiver of NRC's
right to act on that or any other breach of the following conditions.

1.     The Firm must  undertake the Work.  Any  significant  change  proposed in
       relation  to  anything  that is written in the  Statement  of Work or the
       Basis of Payment and  Repayment  requires an amendment to this  Agreement
       signed by both the Firm and NRC.
2.     The Firm must abide by all of the  provisions of the Basis of Payment and
       Repayment and the  Conditions of Contribution  of this  Agreement.
       Failure to do so  constitutes  a breach of the  conditions of this
       Agreement.
3.     The Firm must  notify NRC in writing  if it seeks or  receives  financial
       assistance  for the  Work  from  any  level of  government,  beyond  that
       indicated  in the Basis of Payment  and  Repayment.  In such  cases,  NRC
       reserves the right to reduce the amount of its contribution.
4.     The Firm must  maintain  adequate  records  and  accounts  related to its
       performance of the Work, in accordance with generally accepted accounting
       practices.  The Firm must  make  such  records  available  to  authorized
       representatives  of NRC for  inspection,  auditing,  or copying  and must
       permit  authorized  representatives  of NRC to have  access to the Firm's
       facilities and personnel for the purpose of inspection and  interviewing.
       This  clause 4 remains  in effect  for three  years  after the end of the
       repayment period of this Agreement.
5.     The Firm must  maintain  data  relating to the  economic and job creation
       benefits  traceable to this  Agreement  for its duration and must provide
       NRC with such data upon request.
6.     The  Firm  must  demonstrate,  to the  satisfaction  of  NRC,  acceptable
       performance  of the Work,  and the capability of continuing the Work. The
       Firm must  permit NRC to inspect the  facilities  used by the Firm in the
       performance   of  the   Work,   and  to   discuss   the  Work   with  NRC
       representatives.
7.     The Firm must  contribute  its  agreed  portion  of the total cost of the
       Work.  If it is found upon the  completion  of the Work that the Firm has
       not  contributed  its  agreed  share of the total  cost of the  Work,  as
       mentioned in the Basis of Payment and Repayment, NRC may require the Firm
       to repay NRC the  overpayment  of the  contribution  within 30 days.  The
       remaining  part of the  contribution  will be repaid to NRC in accordance
       with the Basis of Payment and Repayment .

<PAGE>

8.   The Firm must make  reasonable  efforts to protect  and exploit the results
     arising  from  the  Work  supported   under  this  Agreement  in  a  manner
     appropriate to the  achievement of the economic and  job-creation  benefits
     outlined  in the  Firm's  proposal  to NRC and  must  report  to NRC on its
     efforts as  requested by NRC.  If,  based on these  reports,  NRC is of the
     opinion that the Firm is not exploiting  the results in a manner  conducive
     to the achievement of the benefits in the Firm's proposal,  NRC may require
     the Firm to license the  technology  developed  under this  Agreement  to a
     third  party  of  NRC's  choosing  upon  reasonable  commercial  terms  and
     conditions,  failing  which  the  Firm  shall  grant  NRC a  non-exclusive,
     perpetual,   royalty-free   license  to  use  the  results  and  associated
     intellectual  property  in Canada  for any  purpose,  which  license  shall
     include the right to grant sublicenses.

9.   The Firm agrees to obtain  prior  written  consent from NRC if, at any time
     during the life of this  Agreement  or within  five years  after the end of
     this Agreement,  the Firm intends: (a) to enter into third party agreements
     that would limit the Firm's  control of the results  derived from the Work,
     (b) to do part of the Work outside  Canada,  (c) to  manufacture  using the
     results of the Work  outside  Canada,  (d) to  license,  sell,  assign,  or
     otherwise  grant any right in or transfer  title to  intellectual  property
     arising out of the Work to any person or organization outside Canada, or to
     any  government  other than the  Government  of Canada (e) to undertake any
     action that would  adversely  impact its  ability to achieve  the  economic
     benefits  and  benefits to Canada  outlined in its  proposal to NRC or that
     would  materially  affect  its  ability to meet its  repayment  obligations
     described in the Basis of Payment and Repayment.

10.  The Firm must indicate in writing, or by a clear label, the confidentiality
     of any specific  information  which it wishes to be treated as confidential
     by NRC.  Protection  from  third  party  access  to  confidential  business
     information   supplied  to  NRC  is  provided  by  the  federal  Access  to
     Information Act.

11.  No Member of the House of Commons shall be admitted to any share or part of
     this Agreement or to any benefit to arise therefrom. No person will receive
     a direct  benefit from this  contract if that person is subject to, and not
     in compliance with, a Conflict of Interest and Post-Employment Code, either
     the one for  Public  Office  Holders,  for the Public  Service,  or for NRC
     Employees.  (NOTE:  post-employment  rules mainly affect persons in the NRC
     "MG" category,  the federal public service  categories "Senior Manager" and
     above, ministerial staff, and Governor in Council appointees.)

12.  The Firm  warrants  that:

     a)   it has not,  nor has any person on its behalf,  offered or promised to
          any  official  or employee of Her Majesty the Queen in right of Canada
          any bribe,  gift or other inducement for or with the view to obtaining
          this Agreement; and

     b)   it has not  employed  anyone on its behalf to  solicit or secure  this
          Agreement for a commission, contingency fee or other consideration.

13.  Nothing in this  Agreement  shall be construed  as creating a  partnership,
     joint venture or agency relationship between NRC and the Firm.

14.  In  its   performance  of  the  Work,  the  Firm  must  maintain   adequate
     environmental   protection  measures,   including  those  for  biohazardous

<PAGE>

     materials, to satisfy the requirement of all relevant regulatory bodies. If
     the Work directly  involves human  subjects or animals,  the Firm must meet
     the conditions  set, by one of NRC's  Research  Ethics Boards or by a Local
     Animal Care Committee  (ACC) operating in accordance with the IRAP Terms of
     Reference for Local ACCs.

15.  This  Agreement  terminates  immediately  if the  Firm  ceases  operations,
     assigns  its rights  under this  Agreement,  enters into  receivership,  or
     becomes insolvent or bankrupt.  Upon such termination,  the total amount of
     all payments made by NRC to the Firm under this Agreement become a debt due
     to the Receiver General - National Research Council of Canada.

16.  The Firm shall indemnify NRC in respect of any claim against NRC by a third
     party resulting  directly or indirectly from the Firm's  performance of the
     Work or use by the Firm or a third  party of the results  arising  from the
     Work funded under this  Agreement.  The Firm shall not take action  against
     NRC for  failure or delay in  performance  caused by  circumstances  beyond
     NRC's  reasonable  control or for  incorrectness  of data supplied,  advice
     given, or opinions expressed in relation to the Work.

17.  Either party may terminate  this  Agreement  for any reason,  by giving the
     other party at least sixty days' notice in writing.  The Firm shall have no
     obligation  to NRC to perform the Work after  notice is given or  received,
     and NRC shall not reimburse  costs incurred  subsequent to the  termination
     date, nor any costs incurred at a rate greater than the typical rate before
     the notice  was given.  Within the  termination  notice  period  given by a
     party, either party may request the other party to consider an amendment to
     the amount and terms of repayment.  If within the termination notice period
     the parties do not enter into negotiations or do not agree to an amendment,
     the amount and manner of repayment  specified in the Agreement  will apply.
     Any  termination is without  prejudice to the rights and obligations of the
     parties that have accrued before termination.

                                      [END]