Agreement

The purpose of this Agreement is to firmly establish the relationship between
the necessary parties to advance in the Bosnia-Herzagovia NPA Humanitarian
Demining Project.

Step #1

Internal Parties: IADE, CHI Companies, MLC, Pretory
External Parties: NPA, B-H MAC, UNMAS, IOHD, news media, etc.

Here are the responsible parties and the associated requirements:

1.    Pretory

      o  Prepare the operational plan.
      o  Develop and execute the marketing plan.
      o  Coordinate necessary support requirements from external parties.
      o  Manage the execution of the project.
      o  Fund the successful result once proper documentation is provided within
         30 days of the conclusion of the project. There is no funding without
         success.
      o  With a successful result manage the development of new business.

2.    MLC

      o  Manage and coordinate requirements in accordance with the operational
         plan for MLC, CHI and IADE.
      o  Insure that all assets are available to execute operational plan in the
         time frame and manner specified and agreed to by all parties.
      o  Fund effort as required until technology is proven to be successful.
      o  Document all expenses required by MLC, CHI, or IADE to enable the
         project through its successful conclusion. Documentation will be
         reviewed and approved by all parties and reviewed by a mutually
         selected third party.
      o  Develop a list of all monthly, quarterly, and annual business costs so
         that a proper business plan can be developed to continue the business
         into the future if the effort is successful.
      o  Support the Project Manager as required.

3.    CHI Companies

      o  Support the coordination of all administrative, logistical, support,
         and technical requirements in accordance with the operational plan
         with all internal parties.
      o  Fund effort as required until technology is proven to be successful.
      o  Support the Project Manager as required.

4.    IADE


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      o  Provide technology, know-how and support to insure the success of the
         Project.
      o  Provide clear documentation of the capabibilties, the support
         requirements, and the license to use the intellectual property of the
         thermal imaging complex exclusively internationally.
      o  Analysis and presentation of results.
      o  Support the Project Manager as required.

Definition of success of the NPA Project:

1.    All personnel and equipment are present as agreed between all internal
      parties and function properly so that the test can be detected.

2.    a) The IADE thermal imaging complex positively identifies the location of
      mines in the NPA Training Minefield, Sarajevo with an accuracy of 99.7%
      (United Nations definition of successful humanitarian demining) and must
      identify the known locations of the mines within 25 cm. The thermal map
      created by IADE will be compared to the documented location of the mines
      by NPA.

      b) The IADE thermal imaging complex positively identifies the location of
      mines in seven confirmed or suspected minefields with mines in unknown
      locations around Sarajevo. To be judged a success, two minefields randomly
      selected from the seven can be successfully demined using the IADE
      produced result.

      c) In all cases IADE will produce the results in a format that can be
      understood by all Project participants, but most importantly by the NPA
      deminers.

Sequence of Events and Requirements with proiect Success

All internal parties agree that if the Project is successful that Pretory will
have the right to purchase the rights to the technology, sign employment
agreements with all necessary support personnel, and assume any lease or
purchase agreements in place and necessary to continue to the next project. All
internal parties will work together to put these agreements in place with
mutually agreeable terms as soon as possible after the project is deemed
successful.

Signed and Agreed in Paris, 30 July 1999:


 /s/ [Illegible]    /s/ [Illegible]    /s/ [Illegible]      /s/ [Illegible]
     for MLC           for IADE           for Pretory           for CHI

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                                SIGNATURES

In accordance with Section 12 of the Securities and Exchange Act of 1934 Pretory
USA Inc. caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.


PRETORY USA, INC.



By:_____________________
   Raquel Velasco
   Chairman of the Board and President

   Dated: January 3, 2000


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