FRESHWATER TECHNOLOGIES, INC.
                              ASSET SALE AGREEMENT


     THIS  AGREEMENT  is  made  this 1st, day of October 1, 2005, by and between
                                     ---
INTERNATIONAL  DEVELOPMENT  CORP.,  a  Nevada  corporation  ("IDC")  as the sole
shareholder  of  FRESHWATER  TECHNOLOGIES,  INC.,  a  Nevada  corporation  (the
"Company"),  and  MAX  WEISSENGRUBER  ("Weissengruber")  and  D. BRIAN ROBERTSON
("Robertson").

     WHEREAS,  the  Company desires to sell to Weissengruber and Robertson those
certain  assets  more  fully  described  in  Attachment  A  attached hereto (the
                                             -------------
"Assets");

     WHEREAS,  Weissengruber  and  Robertson  desire  to  purchase the Assets as
hereinafter  provided;

     NOW,  THEREFORE, in consideration of the foregoing and the following mutual
covenants  and  agreements,  the  parties  hereto  agree  as  follows:

     1.     Purchase  of  Assets.  At  the  closing  of  this  Agreement  (the
            --------------------
"Closing"),  upon  the basis of the covenants, warranties and representations of
Weissengruber  and Robertson set forth in this Agreement, the Company will sell,
transfer,  assign,  and  deliver  the Assets to Weissengruber and Robertson. The
Assets  shall  be  delivered  free  and  clear  of  all  liens and encumbrances.

     2.     Purchase  Price.  The  purchase  price  for  the  Assets  shall  be
            ---------------
S60,210.33  to  be  paid  at  the  Closing  as  follows:

          (a)     The sum of $32,482.51 shall be paid in the form of forgiveness
of  debt  for  salary  by  IDC  to  Weissengruber, as well as the termination of
Weissengruber's  employment agreement with IDC, all to be evidenced by a Release
in the form attached hereto as Attachment B.
                               -------------

          (b)     The sum of $27,727.82 shall be paid in the form of forgiveness
of  debt  for  salary  by  IDC  to  Robertson,  as  well  as  the termination of
Robertson's  employment  agreement with IDC, all to be evidenced by a Release in
the form attached hereto as Attachment C.
                            -------------

     3.     Representations  and  Warranties  of  IDC  and the Company.  Where a
            ----------------------------------------------------------
representation  contained  in  this Agreement is qualified by the phrase "to the
best  of  IDC's  and the Company's knowledge" (or words of similar import), such
expression  means  that,  after having conducted a due diligence review, IDC and
the  Company  believe  the  statement  to be true, accurate, and complete in all
material  respects.  Knowledge  shall  not  be  imputed nor shall it include any
matters  which  such  person  should  have  known or should have been reasonably
expected  to  have  known.  IDC  and  the  Company  represent  and  warrant  to
Weisengruber  and  Robertson  as  follows:

          (a)     Power  and Authority.  IDC and the Company have full power and
                  --------------------
authority  to  execute,  deliver,  and  perform  this  Agreement  and  all other
agreements,  certificates  or  documents to be delivered in connection herewith,
including,  without limitation, the other agreements, certificates and documents
contemplated  hereby  (collectively  the  "Other  Agreements").

          (b)     Binding  Effect.  Upon  execution  and delivery by IDC and the
                  ---------------
Company,  this  Agreement  and  the Other Agreements shall be and constitute the
valid, binding and legal obligations of IDC and the Company, enforceable against
them  in  accordance  with  the  terms  hereof  and  thereof,  except  as  the
enforceability  hereof  or  thereof  may  be  subject  to  the effect of (i) any
applicable  bankruptcy,  insolvency,  reorganization, moratorium or similar laws
relating  to  or  affecting  creditors'  rights  generally,  and  (ii)  general
principles of equity (regardless of whether such enforceability is considered in
a  proceeding  in  equity  or  at  law).

          (c)     No  Consents.  No  consent,  approval  or authorization of, or
                  ------------
registration,  declaration  or  filing  with any third party, including, but not
limited  to,  any  governmental  department  agency,  commission  or  other
instrumentality, will, except such consents, if any, delivered or obtained on or
prior  to  the  Closing,  be obtained or made by IDC or the Company prior to the
Closing  to  authorize  the  execution,  delivery and performance by IDC and the
Company  of  this  Agreement  or  the  Other  Agreements.


                                        1
<PAGE>
          (d)     Ownership of the Assets to be Sold by the Company. The Company
                  -------------------------------------------------
has good, absolute, and marketable title to the Assets. IDC and the Company have
the  complete  and  unrestricted  right,  power and authority to cause the sale,
transfer,  and assignment of the Assets pursuant to this Agreement. The delivery
of the Assets to Weissengruber and Robertson as herein contemplated will vest in
Weissengruber and Robertson good, absolute and marketable title to the Assets as
described  herein,  free  and  clear  of  all  liens,  claims, encumbrances, and
restrictions  of  every  kind.

          (e)     Change of Name of the Company.  IDC and the Company, after the
                  -----------------------------
Closing,  shall  immediately  change  the name of the Company to some name other
than  "Freshwater."

          (f)     Representations  and  Warranties  True  and  Complete.  All
                  -----------------------------------------------------
representations  and warranties of IDC and the Company in this Agreement and the
Other  Agreements are true, accurate and complete in all material respects as of
the  Closing.

          (g)     No  Knowledge  of  Default.  IDC  and  the  Company  have  no
                  --------------------------
knowledge that any representations and warranties of Weissengruber and Robertson
contained  in  this  Agreement or the Other Agreements are untrue, inaccurate or
incomplete  or  that  Weissengruber or Robertson is in default under any term or
provision  of  this  Agreement  or  the  Other  Agreements.

          (h)     No Untrue Statements. No representation or warranty by IDC and
                  --------------------
the  Company  in  this  Agreement or in any writing furnished or to be furnished
pursuant  hereto,  contains  or  will contain any untrue statement of a material
fact,  or  omits,  or  will omit to state any material fact required to make the
statements  herein  or  therein  contained  not  misleading.

          (i)     Reliance.  The  foregoing  representations  and warranties are
                  --------
made  by  IDC  and  the  Company  with  the  knowledge  and  expectation  that
Weissengruber  and  Robertson  arc  placing  complete  reliance  thereon.

     4.     Representations  and  Warranties  of  Weissengruber  and  Robertson.
            -------------------------------------------------------------------
Knowledge  shall  not  be  imputed  nor  shall it include any matters which such
person  should have known or should have been reasonably expected to have known.
Weissengruber  and Robertson hereby represent and warrant to IDC and the Company
as  follows:

          (a)     Power  and  Authority.  They  have full power and authority to
                  ---------------------
execute,  deliver  and  perform  this  Agreement  and  the  Other  Agreements.

          (b)     Binding Effect.  Upon execution and delivery by Weissengruber
                  --------------
and  Robertson,  this Agreement and the Other Agreements shall be and constitute
the  valid,  binding  and  legal  obligations  of  Weissengruber  and  Robertson
enforceable  against  Weissengruber  and  Robertson in accordance with the terms
hereof  or  thereof,  except  as  the  enforceability  hereof and thereof may be
subject  to  the  effect  of  (i)  any  applicable  bankruptcy,  insolvency,
reorganization,  moratorium  or similar laws relating to or affecting creditors'
rights  generally,  and (ii) general principles of equity (regardless of whether
such  enforceability  is  considered  in  a  proceeding  in  equity  or at law).

          (c)     No  Consents.  No  consent,  approval  or authorization of, or
                  ------------
registration,  declaration  or  filing  with any third party, including, but not
limited  to,  any  governmental  department,  agency,  commission  or  other
instrumentality, will, except such consents, if any, delivered or obtained on or
prior to the Closing, be obtained or made by Weisengruber and Robertson prior to
the Closing to authorize the execution, delivery and performance by Weisengruber
and  Robertson  of  this  Agreement  or  the  Other  Agreements.

          (d)     Representations  and Warranties of Weissengruber and Robertson
                  --------------------------------------------------------------
True  and  Complete.  All  representations  and  warranties of Weissengruber and
-------------------
Robertson  in  this  Agreement  and  the Other Agreements are true, accurate and
complete  in  all  material  respects  as  of  the  Closing.

          (e)     No  Knowledge of IDC's or the Company's Default. Weissengruber
                  -----------------------------------------------
and  Robertson  have  no  knowledge  that  any  of  IDC's  or  the  Company's
representations  and  warranties  contained  in  this  Agreement  or  the  Other
Agreements  are  untrue,  inaccurate or incomplete in any respect or that IDC or
the  Company  is in default under any term or provision of this Agreement or the
Other  Agreements.


                                        2
<PAGE>
          (f)     No  Untrue  Statements.  No  representation  or  warranty  by
                  ----------------------
Weissengruber  and Robertson in this Agreement or in any writing furnished or to
be furnished pursuant hereto, contains or will contain any untrue statement of a
material fact or omits, or will omit to state any material fact required to make
the  statements  herein  or  therein  contained  not  misleading.

          (g)     Reliance.  The  foregoing  representations  and warranties are
                  --------
made  by Weissengruber and Robertson with the knowledge and expectation that IDC
and  the  Company  are  placing  complete  reliance  thereon.

     5.     The  Nature  and  Survival  of  Representations,  Covenants  and
            ----------------------------------------------------------------
Warranties.  All  statements and facts contained in any memorandum, certificate,
----------
instrument,  or  other  document delivered by or on behalf of the parties hereto
for  information  or  reliance  pursuant  to  this  Agreement,  shall  be deemed
representations,  covenants  and  warranties  by  the  parties hereto under this
Agreement.  All  representations,  covenants and warranties of the parties shall
survive  the  Closing  and all inspections, examinations, or audits on behalf of
the  parties,  shall  expire  one  year  following  the  Closing,

     6.     Further  Conveyances  and  Assurances.  After  the Closing, IDC, the
            -------------------------------------
Company  and  Weissengruber  and  Robertson, each, will, without further cost or
expense  to, or consideration of any nature from the other, execute and deliver,
or  cause  to  be  executed  and  delivered,  to  the  other,  such  additional
documentation  and  instruments  of  transfer and conveyance, and will take such
other  and  further  actions,  as  the  other  may  reasonably  request  as more
completely  to  sell, transfer and assign to and fully vest in Weissengruber and
Robertson  ownership  of  the  Assets  and  to  consummate  the  transactions
contemplated  hereby.

     7.     Closing.  The  Closing  of  this  Agreement  shall  be  on or before
            -------
January ____, 2006, subject to acceleration or postponement from time to time as
the  parties  hereto  may  mutually  agree.

     8.     Deliveries  at  the  Closing by IDC and the Company.  At the Closing
            ---------------------------------------------------
IDC  and  the  Company:

          (a)     Shall  deliver  the  Assets  to  Weissengruber  and Robertson.

          (b)     IDC and the Company shall deliver any other document which may
be  necessary  to  carry  out  the  intent  of  this  Agreement.

     9.     Deliveries  at  the  Closing by Weissengruber and Robertson.  At the
            -----------------------------------------------------------
Closing,  Weisengruber  and  Robertson  shall deliver to IDC and the Company the
following:

          (a)     The  purchase  price, which shall be evidenced by the Releases
in  the  form  attached  hereto  as  Attachment  B  and  Attachment  C.
                                     -------------       -------------

          (b)     Any  other  document  which  may be necessary to carry out the
intent  of  this  Agreement.

     10.     No Assignment.  This Agreement shall not be assignable by any party
             -------------
without  the  prior written consent of the other parties, which consent shall be
subject  to  such  parties'  sole,  absolute  and  unfettered  discretion.

     11.     Attorney's  Fees.  In the event that it should become necessary for
             ----------------
any  party  entitled  hereunder  to  bring  suit against any other party to this
Agreement  for  enforcement  of  the  covenants contained in this Agreement, the
parties  hereby covenant and agree that the party or parties who are found to be
in  violation  of  said  covenants  shall  also  be  liable  for  all reasonable
attorney's  fees  and costs of court incurred by the other party or parties that
bring  suit.

     12.     Benefit.  All  the  terms and provisions of this Agreement shall be
             -------
binding  upon  and  inure  to  the  benefit of and be enforceable by each of the
parties  hereto,  and  his respective heirs, executors, administrators, personal
representatives,  successors  and  permitted  assigns.

     13.     Construction.  Words  of any gender used in this Agreement shall be
             ------------
held and construed to include any other gender, and words in the singular number
shall be held to include the plural, and vice versa, unless the context requires
otherwise.


                                        3
<PAGE>
     14.     Waiver.  No  course  of  dealing on the part of any party hereto or
             ------
its agents, or any failure or delay by any such party with respect to exercising
any  right,  power  or  privilege  of  such  party  under  this Agreement or any
instrument  referred to herein shall operate as a waiver thereof, and any single
or partial exercise of any such right, power or privilege shall not preclude any
later  exercise  thereof  or any exercise of any other right, power or privilege
hereunder  or  thereunder.

     15.     Cumulative Rights.  The rights and remedies of any party under this
             -----------------
Agreement and the instruments executed or to be executed in connection herewith,
or  any of them, shall be cumulative and the exercise or partial exercise of any
such  right  or  remedy  shall  not  preclude the exercise of any other right or
remedy.

     16.     Invalidity.  In  the  event  any  one  or  more  of  the provisions
             ----------
contained  in this Agreement or in any instrument referred to herein or executed
in  connection herewith shall, for any reason, be held to be invalid, illegal or
unenforceable  in  any respect, such invalidity, illegality, or unenforceability
shall  not  affect  the  other  provisions  of  this Agreement or any such other
instrument.

     17.     Time  of  the  Essence.  Time  is of the essence of this Agreement.
             ----------------------

     18.     Incorporation  by  Reference.  The  Attachments  to  this Agreement
             ----------------------------
referred  to  or included herein constitute integral parts to this Agreement and
are  incorporated  into  this  Agreement  by  this  reference.

     19.     Controlling  Agreement.  In  the  event of any conflict between the
             ----------------------
terms  of  this  Agreement  or Attachments referred to herein, the terms of this
Agreement  shall  control.

     20.     Multiple  Counterparts.  This  Agreement  may be executed in one or
             ----------------------
more  counterparts,  each of which shall be deemed an original, but all of which
together  shall constitute one and the same instrument. A facsimile transmission
of  this  signed  Agreement  or  an email of this Agreement containing digitized
signatures  shall  be  legal  and  binding  on  all  parties  hereto.

     21.     Law  Governing.  This  Agreement shall be construed and governed by
             --------------
the  laws  of  the  State  of  Nevada.

     22.     Entire  Agreement.  This  instrument  and  the  attachments  hereto
             -----------------
contain  the  entire understanding of the parties and may not be changed orally,
but  only  by  an  instrument  in  writing  signed  by  the  party  against whom
enforcement  of  any  waiver,  change,  modification, extension, or discharge is
sought.

     IN  WITNESS  WHEREOF,  this  Agreement  has  been  executed  in  multiple
counterparts  on  the  date  first  written  above.

                                      INTERNATIONAL DEVELOPMENT CORP.



                                      By /s/ Betty-Ann Harland
                                        ----------------------------------------
                                        Betty-Ann Harland, Chairman of the Board

                                      FRESHWATER TECHNOLOGIES, INC.

                                      By /s/ Betty-Ann Harland
                                        ----------------------------------------
                                        Betty-Ann Harland, Chairman of the Board

                                      /s/ Max Weissengruber
                                      ------------------------------------------
                                      MAX WEISSENGRUBER


                                        4
<PAGE>
                                      /s/ D. Brian Robertson
                                      ------------------------------------------
                                      D. BRIAN ROBERTSON

Attachments:
------------
Attachment A       The Assets
Attachment B       Max Weissengruber Release
Attachment C       D. Brian Robertson Release


                                        5
AssetSaleAgreementv1
<PAGE>
<TABLE>
<CAPTION>
                         INTERNATIONAL DEVELOPMENT INC.
                                   SCHEDULE A
                          STATEMENT OF NET ASSETS SOLD
                                 OCTOBER 1,2005


<S>                                     <C>
Account receivable                      $ 196,672.98
Allowance for doubtful accounts          (180,995.43)
Accounts receivable-net                    15,677.55
Inventory                                 190,830.00
GST receivable                              1,018.36
Due to Max Weissengruber                 (173,332.83)
Due to Brian Robertson                   (145,211.97)
Due to Bob Glassen                        (10,918.54)
Accounts payable                           (5,557.74)
Deferred Revenue                           (7,037.00)
Excess of Liabilities over Assets       $ 134,532.17
</TABLE>


<PAGE>
                        RELEASE AND SETTLEMENT AGREEMENT


     THIS  AGREEMENT  is made October 1, 2005, by and between D. BRIAN ROBERTSON
("Robertson") and INTERNATIONAL DEVELOPMENT CORP., a Nevada corporation ("IDC"),
the sole shareholder of FRESHWATER TECHNOLOGIES, INC., a Nevada corporation (the
"Company").

     WHEREAS,  IDC  is  indebted  to  Robertson in the amount of $27,727.82 (the
"Indebtedness");  and

     WHEREAS.  IDC  and  Robertson  have  executed an Employment Agreement dated
October  1,  2004  (the  "Employment  Agreement");  and

     WHEREAS,  Robertson  and IDC want to terminate the Employment Agreement and
provide  for  the  payment  of  the  Indebtedness;

     NOW,  THEREFORE, in consideration of the foregoing and the following mutual
covenants  and  agreements,  the  parties  hereto  do  hereby  agree as follows:

     1.     Settlement.  As  a result of the mutual covenants and considerations
            ----------
contained herein, and for valuable consideration, the receipt and sufficiency of
which  is hereby acknowledged by the parties, Robertson agrees to accept certain
assets  of  the  Company  as  more  fully  described  in that certain Asset Sale
Agreement  executed by the parties on even date herewith, in full payment of the
Indebtedness  and  the  termination  of  the  Employment  Agreement.

     2.     General  Release  of  IDC and the Company. As a result of the mutual
            -----------------------------------------
covenants  and  considerations contained herein, Robertson, individually and for
his  assigns,  predecessors,  successors,  joint  venturers,  heirs,  executors,
administrators,  personal  representatives,  and  trustees,  hereby releases and
forever discharges IDC and the Company, their assigns, predecessors, successors,
joint  venturers,  personal  representatives,  and  any other person at interest
therewith,  from  and  against  any  and  all  claims, demands, debts, interest,
expenses,  dues,  liens,  liabilities, causes of action including court costs or
attorney's  fees, or any other form of compensation, he may now own or hereafter
acquire  against  IDC  or  the Company, whether statutory, in contract, in tort,
either  at law or in equity, including quantum meruit, as well as any other kind
or character of action on account of, growing out of, relating to or concerning,
whether  directly  or  indirectly, the Indebtedness or the Employment Agreement,
any  other  instrument,  agreement  or  transaction, whether written or oral, in
connection  with  the  Indebtedness  or  the  Employment Agreement, or any other
transaction  or  occurrence  of  any  nature  whatsoever  occurring  before  the
execution  of  this  Release  and  Settlement  Agreement.

     3.     Acknowledgments.  Robertson acknowledges and agrees that the release
            ---------------
and  discharge  set  forth  above  is  a  GENERAL  RELEASE.  Robertson  further
                                          ----------------
acknowledges  that  the  general  release  set  forth  herein  above  is  given
voluntarily,  based  solely  upon  the  judgment  of  Robertson  formed  after
consultation  with  his  attorney,  and is not based upon any representations or
statements  of any kind or nature whatsoever made by or on behalf of IDC and the
Company as to the liability, if any, of IDC and the Company, or the value of the
Indebtedness  or  the Employment Agreement or any other matter relating thereto.
Additionally,  Robertson  expressly  states  and  acknowledges  that no promise,
agreement,  or representation, other than those expressed herein, have been made
by  IDC  or  the  Company  to  Robertson  or his attorney in order to induce the
execution  of  this  Release  and  Settlement  Agreement.

     4.     Incorporation  by  Reference.  The  Attachments  to  this  Agreement
            ----------------------------
referred  to  or included herein constitute integral parts to this Agreement and
are  incorporated  into  this  Agreement  by  this  reference.

     5.     Entire  Agreement.  This instrument contains the entire agreement of
            -----------------
the  parties and may not be changed orally, but only by an instrument in writing
signed  by  the  party  against  whom  enforcement  of  any  waiver,  change,
modification,  extension,  or  discharge  is  sought.


                                      - 1 -
<PAGE>
     IN  WITNESS  WHEREOF, the parties have executed this Release and Settlement
Agreement  on  the  date  first  written  above.


                                       /s/ D. Brian Robertson
                                      ------------------------------------------
                                      D. BRIAN ROBERTSON

                                      INTERNATIONAL DEVELOPMENT CORP.



                                      By /s/ Betty-Ann Harland
                                        ----------------------------------------
                                        Betty-Ann Harland, Chairman of the Board

                                      FRESHWATER TECHNOLOGIES, INC.



                                      By /s/ Betty-Ann Harland
                                        ----------------------------------------
                                        Betty-Ann Harland, Chairman of the Board


                                      - 2 -
<PAGE>
                        RELEASE AND SETTLEMENT AGREEMENT


     THIS  AGREEMENT  is  made October 1, 2005, by and between MAX WEISSENGRUBER
("Weissengruber")  and  INTERNATIONAL  DEVELOPMENT  CORP.,  a Nevada corporation
("IDC"),  the  sole  shareholder  of  FRESHWATER  TECHNOLOGIES,  INC.,  a Nevada
corporation  (the  "Company").

     WHEREAS,  IDC is indebted to Weissengruber in the amount of $32,482.51 (the
"Indebtedness");  and

     WHEREAS,  IDC and Weissengruber have executed an Employment Agreement dated
October  1,  2004  (the  "Employment  Agreement");  and

     WHEREAS,  Weissengruber  and IDC want to terminate the Employment Agreement
and  provide  for  the  payment  of  the  Indebtedness:

     NOW,  THEREFORE, in consideration of the foregoing and the following mutual
covenants  and  agreements,  the  parties  hereto  do  hereby  agree as follows:

     1.     Settlement.  As  a result of the mutual covenants and considerations
            ----------
contained herein, and for valuable consideration, the receipt and sufficiency of
which  is  hereby  acknowledged  by  the parties, Weissengruber agrees to accept
certain assets of the Company as more fully described in that certain Asset Sale
Agreement  executed by the parties on even date herewith, in full payment of the
Indebtedness  and  the  termination  of  the  Employment  Agreement.

     2.     General  Release  of  IDC and the Company. As a result of the mutual
            -----------------------------------------
covenants  and  considerations contained herein, Weissengruber, individually and
for  his  assigns,  predecessors, successors, joint venturers, heirs, executors,
administrators,  personal  representatives,  and  trustees,  hereby releases and
forever discharges IDC and the Company, their assigns, predecessors, successors,
joint  venturers,  personal  representatives,  and  any other person at interest
therewith,  from  and  against  any  and  all  claims, demands, debts, interest,
expenses,  dues,  liens,  liabilities, causes of action including court costs or
attorney's  fees, or any other form of compensation, he may now own or hereafter
acquire  against  IDC  or  the Company, whether statutory, in contract, in tort,
either  at law or in equity, including quantum meruit, as well as any other kind
or character of action on account of, growing out of, relating to or concerning,
whether  directly  or  indirectly, the Indebtedness or the Employment Agreement,
any  other  instrument,  agreement  or  transaction, whether written or oral, in
connection  with  the  Indebtedness  or  the  Employment Agreement, or any other
transaction  or  occurrence  of  any  nature  whatsoever  occurring  before  the
execution  of  this  Release  and  Settlement  Agreement.

     3.     Acknowledgments.  Weissengruber  acknowledges  and  agrees  that the
            ---------------
release  and  discharge  set  forth  above  is  a GENERAL RELEASE. Weissengruber
                                                  ---------------
further  acknowledges  that  the general release set forth herein above is given
voluntarily,  based  solely  upon  the  judgment  of  Weissengruber formed after
consultation  with  his  attorney,  and is not based upon any representations or
statements  of any kind or nature whatsoever made by or on behalf of IDC and the
Company as to the liability, if any, of IDC and the Company, or the value of the
Indebtedness  or  the Employment Agreement or any other matter relating thereto.
Additionally,  Weissengruber  expressly states and acknowledges that no promise,
agreement,  or representation, other than those expressed herein, have been made
by  IDC  or  the Company to Weissengruber or his attorney in order to induce the
execution  of  this  Release  and  Settlement  Agreement.

     4.     Incorporation  by  Reference.  The  Attachments  to  this  Agreement
            ----------------------------
referred  to  or included herein constitute integral parts to this Agreement and
are  incorporated  into  this  Agreement  by  this  reference.

     5.     Entire  Agreement.  This instrument contains the entire agreement of
            -----------------
the  parties and may not be changed orally, but only by an instrument in writing
signed  by  the  party  against  whom  enforcement  of  any  waiver,  change,
modification,  extension,  or  discharge  is  sought.


                                      - 1 -
<PAGE>
     IN  WITNESS  WHEREOF, the parties have executed this Release and Settlement
Agreement  on  the  date  first  written  above.


                                      /s/ Max Weissengruber
                                     -------------------------------------------
                                     MAX WEISSENGRUBER

                                     INTERNATIONAL DEVELOPMENT CORP.

                                     By /s/ Betty-Ann Harland
                                       -----------------------------------------
                                       Betty-Ann Harland, Chairman of the Board

                                     FRESHWATER TECHNOLOGIES, INC.


                                     By /s/ Betty-Ann Harland
                                       -----------------------------------------
                                       Betty-Ann Harland, Chairman of the Board


                                      - 2 -