Vice President, Sales Employment Agreement

TALISMAN LETTERHEAD]


7 January 1999


Mr. Christian H. Bunger 9800 Huntcliff Trace Atlanta, GA 30350


Re: EMPLOYMENT AGREEMENT


Dear Chris:


This letter defines our agreement regarding your appointment to the position of Vice President, Sales - USA for Talisman Enterprises, Inc., and outlines your compensation plan. We have agreed that you will join the company on January 25, 1999.


1. SALARY - US $75,000 per year, payable twice monthly in arrears. You will
receive an annual performance evaluation and, based on both personal and
Company performance, an increase in base salary will be considered.


2. You will be included in the senior management bonus plan allowing you to
earn up to 35% of your base salary that is in effect at the end of each
calendar year. Bonus awards will be based on the attainment of
board-approved company profitability targets, as well as results from two
measurable personal objectives.


3. You will participate in the senior management earned equity plan, a copy
of which is attached to this letter.


4. You will be provided with a car allowance of US $600 per month. This
amount will be paid on the first day of each month starting February 1,
1999. All expenses related to your automobile, including insurance, will
be paid by you.


5. You are eligible for three weeks paid vacation per year after six months
of employment. No carry over of unused vacation is permitted.


6. In the event of your termination from the Company without cause, you will
be given six months' severance pay on the condition that you agree not to
compete or solicit Company employees or customers for a like period.


7. You are currently covered by a full benefits program from a previous
employer, and are therefore ineligible for Company-paid benefits.


Christian H. Bunger 7 January 1999 Re: EMPLOYMENT AGREEMENT Page 2


In your new position, you will have overall responsibility for the development of the private label primary alkaline battery market in the United States.


Chris, we are very pleased to have you join Talisman and look forward to a long and prosperous relationship.


If you accept the terms of this Agreement, including the attachment, please sign in the space provided below and return one original to me.


Regards,


/s/ Norman R. Proulx


NORMAN R. PROULX Acting President & CEO


NRP/j


Attachment


I hereby accept the terms of this Employment Agreement:


/s/ Christian H. Bunger 1-8-99 - ------------------------ --------- Christian H. Bunger Date


EXHIBIT I


EQUITY ARRANGEMENT:


GENERAL. The Executive shall be granted options ("Options") on shares of the common stock of the Company ("Shares") equal to two percent (1 1/2%) fully diluted as of the Trigger Date, at an exercise price per Share equal to 25% of the mean between the high bid and low asked prices per Share on the Canadian Dealing Network (the "Market Price") on that date. Capitalized terms not defined herein are as defined in the Attachment.


1. TIME VESTING OPTIONS. One third of the options (the "Time Vested Options") shall become exercisable in equal monthly increments over a period of 60 months beginning with the month in which the Trigger Date occurs. The Time Vesting Options shall accelerate in the event of a Change of Control or a Purchase of the Company.


2. ANNUAL TARGET OPTIONS. One third of the options (the "Annual Target Options") shall become exercisable upon the achievement of specified levels of annual performance to be established by the Board, in consultation with the Executive, which levels shall be consistent with the levels applicable to other senior managers of the Company (the "Annual Targets") over a five-year period beginning with the Trigger Date. The following special rules shall apply to exercisability of the Annual Target Options:


- ONE YEAR CATCH-UP. If an Annual Target is not achieved for a
particular year (the difference between the Annual Target and actual
performance being the "Shortfall"), but in th ...