<PAGE>

                                     ITEM 1
                        THE FRANCHISOR, ITS PREDECESSORS
                                 AND AFFILIATES

 "Airsopure" or "we" means Airsopure International Group, Inc. the franchisor.
"You" means the person who buys the franchise. If the franchise owner is a
corporation or other entity, "you" refers only to the business entity which owns
the franchise unless we indicate otherwise. We do business under the same name
as our franchise company, "Airsopure." Airsopure is a wholly owned subsidiary of
Airtech International Group, a publicly traded company, on the NASDAQ/OTC BB
under the symbol AIRG. Additionally, Airsopure has an affiliate, Airsopure,
Inc., which may supply products to our franchise owners. The principal business
address for Airsopure International Group, Inc., Airsopure, Inc., and Airtech
International Group, Inc., is 15400 Knoll Trail, Suite 200, Dallas, Texas 75248.
Our agent for service of process is listed in this offering circular as Exhibit
B. Airsopure International Group, Inc. is a Nevada corporation which was
incorporated on January 5, 2000.

Airsopure grants franchises to individuals and business entities for the
operation of one or more retail/residential Airsopure Centers ("Airsopure
Center(s)" or "Center(s)"). Airsopure owns and operates one business of the type
being franchised. Airsopure offers no other types of franchises, and conducts no
other business than the franchising of Airsopure Centers.

Each Airsopure Center will be located in a retail center or office/showroom
space and occupy about 1,000-1,200 square feet. Your Center will be used to
showcase Airsopure air filtration products for retail sales, with office space
for your residential sales team and staff. Your Center will retail Airsopure
clean air filtration products to residential customers in your territory. Your
sales team will sell direct to customers in their homes, as well as conducting
retail sales in your Center. The market for air filtration products is
established and growing. As air quality in larger cities has declined,
respiratory problems and breathing related ailments have increased dramatically.
Air filtration and purification systems are well accepted and in wide use.
Airsopure has developed products using the latest technological advances to help
produce clean and purified air environments in homes. Customers are in all age
groups, and sales are not generally seasonal, but year around. There are no
specific state or federal regulations governing the sale of our products. There
are other existing competing products for air filtration and purification on the
retail market; however, we are not aware of any other franchise that is similar
to ours. Airsopure offers a "system" for operation of a complete business, not
just the sale of an individual product.

Airsopure is a new franchise offering. Airsopure opened its first company Center
as of February 1, 2000. Neither Airsopure, Inc., nor Airtech International
Group, Inc. has conducted a business or offered franchises of the type to be
operated by the Franchisee; although Airtech International Group, Inc. utilized
salesman to sell their indoor air filtration systems and supplies under the same
name Airsopure. Neither Airsopure nor Airtech International Group, Inc. have
offered franchises in other lines of business; however Airsopure, Inc., an
affiliate, offered and sold 18 franchises from April 1997 to December 1999, for
the sale of commercial building air filtration products. Airsopure, Inc. no
longer offers franchises.

                                     ITEM 2
                               BUSINESS EXPERIENCE

C. J. COMU, CHIEF EXECUTIVE OFFICER, SECRETARY AND DIRECTOR. Mr. Comu has served
as Chief Executive Officer, Secretary and Director of Airsopure International
Group, Inc. since its inception. He has also served as Chief Executive Officer
of Airtech International Group, Inc. from February 1995 to the present. From
1990 to February 1995 he was President and co-founder of Transworld Leasing
located in Dallas, Texas. Mr. Comu directs the overall operations and marketing
strategy for Airsopure and its franchisees.

JOHN POTTER, PRESIDENT AND DIRECTOR. John Potter is President and a Director of
Airsopure International Group, Inc. He was also co-founder of Airtech
International Group, Inc., in February 1995. Mr. Potter is primarily responsible
for manufacturing, operations oversight, marketing and new product development.

JAMES R. HALTER, ESQ., MBA, CPA, CHIEF FINANCIAL OFFICER, TREASURER AND
DIRECTOR. Mr. Halter is Chief Financial Officer, Treasurer and a Director of
Airsopure International Group, Inc. since its inception on January 5, 2000. He
was employed by Airtech International Group, Inc., beginning in October 1999, as
CFO and General Counsel. From January 1990 to October 1999, Mr. Halter owned his
own tax and business


                                       1
<PAGE>

consulting practice. Concurrently, from September 1996 to January 1999, he
attended and graduated from Case Western Reserve University School of Law, in
Cleveland, Ohio. Mr. Halter is assisting Airsopure with financial management and
strategic planning for the company and its franchisees.

STEPHEN W. HAMPTON, FRANCHISE SALES. Mr. Hampton was hired by Airtech
International Group, Inc., on November 1, 1999, to head the franchising efforts
of Airsopure International Group, Inc. Prior to that, Mr. Hampton was an
independent contractor, beginning in 1992, with PSA, Inc., a national
franchising and marketing company based in Dallas, Texas. Mr. Hampton consulted
and franchised 10 different companies while working with PSA. He did business as
President of Marketect, as a sub-contractor to PSA, Inc., for national and
international franchise sales. Mr. Hampton currently is responsible for all
franchise marketing efforts for Airsopure, domestically and internationally.

                                     ITEM 3
                                   LITIGATION

No litigation is required to be disclosed in this offering circular.

                                     ITEM 4
                                   BANKRUPTCY

No officer or director previously identified in Items 1 or 2 of this offering
circular has been involved as a debtor in proceedings under the US Bankruptcy
Code required to be disclosed in this Item.

                                     ITEM 5
                              INITIAL FRANCHISE FEE

You must pay a $25,000 lump sum franchise fee when you sign the Franchise
Agreement (Exhibit C). Airsopure will refund the entire amount if we do not
approve your application within 45 days. You must find a suitable Center site
within 90 days of signing the Franchise Agreement, unless we mutually agree
otherwise (see Item 11.C.). If we cannot agree on a Center location within 4
months we may at our sole discretion a) extend your search time, b) exchange
your territory, or c) terminate your Franchise and refund up to 70% of your
Franchise Fee. There are no refunds under any other circumstances.

--------------------------------------------------------------------------------
                                     ITEM 6
                                   OTHER FEES

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------
        NAME OF FEE                     AMOUNT                       DUE DATE                       REMARKS
------------------------------------------------------------------------------------------------------------------------
<S>                          <C>                             <C>                           <C>
Royalty                      5% Gross Sales                  7th of the month for the
                                                             previous month
------------------------------------------------------------------------------------------------------------------------
Local Advertising            2% Gross Sales                  7th of the month for the      Starts 60 days after opening,
                                                             previous month                you account for how you spent
                                                                                           money
------------------------------------------------------------------------------------------------------------------------
Advertising Fund             2% Gross Sales                  Begins January 2001           Regional, National Ads
                                                                                           Separate Fund
------------------------------------------------------------------------------------------------------------------------
Transfer                     $1000                           Payable date of sale or
                                                             transfer of your franchise
------------------------------------------------------------------------------------------------------------------------
Audit                        Cost of audit                   Upon demand                   Payable only if audit reveals
                                                                                           underpayment of at least 2%of
                                                                                           funds due
------------------------------------------------------------------------------------------------------------------------
Interest (1)                Lesser of Prime rate charged     Upon demand                   Payable on overdue amounts
                            by Bank of America plus 2%or                                   not paid by Due Date
                            maximum permitted by state law
------------------------------------------------------------------------------------------------------------------------
Renewal                     $1000                            Upon renewal date
------------------------------------------------------------------------------------------------------------------------
</TABLE>
All fees are imposed by and payable to Airsopure, except Local Advertising,
which you spend in your own territory, and account to Airsopure for such
approved expenditures. All fees are non-refundable.
(1) Interest begins from the date the payment was due.


                                       2
<PAGE>

                                     ITEM 7
                               INITIAL INVESTMENT

Your Estimated Initial Investment for one Center (see also Notes following
table):

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
          CATEGORY                    AMOUNT                PAYMENT              WHEN DUE               TO WHOM
-------------------------------------------------------------------------------------------------------------------------
<S>                           <C>                     <C>                  <C>                  <C>
Franchise Fee (1)             $25,000                 Lump Sum             Signing Agmt.        Airsopure
-------------------------------------------------------------------------------------------------------------------------
Training (2)                  $1,000-2,500            As Incurred          As Incurred          Airline, Hotel, etc.
-------------------------------------------------------------------------------------------------------------------------
Lease Deposits (3)            $1,000-3,000            Lump Sum             As Incurred          Landlord, utilities
-------------------------------------------------------------------------------------------------------------------------
Remodeling (4)                $1,000-7,000            As Incurred          As Incurred          Contractors, Landlord
-------------------------------------------------------------------------------------------------------------------------
Computer System (5)           $2,500-5,000            As Incurred          As Incurred          Vendors
-------------------------------------------------------------------------------------------------------------------------
Office Furnishings (6)        $2,500-4,000            As Incurred          As Incurred          Vendors
-------------------------------------------------------------------------------------------------------------------------
Showroom, Signs (7)           $2,500-5,000            As Incurred          As Incurred          Vendors
-------------------------------------------------------------------------------------------------------------------------
Open Inventory (8)            $5,000-10,000           As Incurred          As Incurred          Vendors
-------------------------------------------------------------------------------------------------------------------------
Office Supplies (9)           $500-1,000              As Incurred          As Incurred          Vendors
-------------------------------------------------------------------------------------------------------------------------
Marketing Mat'ls. (10)        $1,000-3,000            As Incurred          As Incurred          Vendors
-------------------------------------------------------------------------------------------------------------------------
Miscellaneous (11)            $500-1,500              As Incurred          As Incurred          Vendors
-------------------------------------------------------------------------------------------------------------------------
Initial Advertising (12)      $5,000-15,000           As Incurred          As Incurred          Media
-------------------------------------------------------------------------------------------------------------------------
Insurance (13)                $500-4,000              As Incurred          As Incurred          Insurance Agent
-------------------------------------------------------------------------------------------------------------------------
Professional Fees (14)        $500-1,500              As Incurred          As Incurred          Attorney, CPA
-------------------------------------------------------------------------------------------------------------------------
Software Fee (15)             $3,000                  Lump Sum             As Incurred          Vendor
-------------------------------------------------------------------------------------------------------------------------
Working Capital (16)          $12,500-25,000          As Incurred          As Incurred          Various
-------------------------------------------------------------------------------------------------------------------------
TOTAL                         $64,000-115,500
-------------------------------------------------------------------------------------------------------------------------
</TABLE>

NOTES TO ITEM 7:

(l) See Item 5 for conditions when this fee is refundable. Airsopure does not
finance any fee.
(2) You pay transportation and boarding while in training. Expenses will vary
based on distance and level of your expenses.
(3) Lease costs and deposits may vary based on your choice of office/showroom.
(4) If your space requires improvements, you may need to purchase them from
landlord, contractors, or possibly negotiate them into your lease. Costs will
vary based on changes requested.
(5) You will purchase one computer system, with modem, printer, fax, internet
capability. We will specify configuration. You will use our software, or
approved vendor software, as available. You may purchase other computers if you
desire.
(6) You need regular office furniture, depending on size and layout of your
space, as well as plain paper fax, phone system (minimum 3 line), and copier
(optional).
(7) Showroom displays, graphics and equipment will vary based on size of your
space.
(8) Opening Inventory includes enough products to adequately begin your
marketing and sales efforts.
(9) We will supply you with a list of recommended supplies and stationery.
(10) Marketing materials include an opening supply of approved brochures and
other pieces in our marketing program from authorized vendors.
(11) Petty cash fund for unanticipated small miscellaneous expenses in opening
your office.
(12) We will assist you with designing a custom advertising program for your
office, including direct mail, flyers and other media and opening activities,
over the first 30-60 days.
(13) You will need general business insurance for the term of your franchise and
lease space. Rates will vary based on carrier, location, etc.
(14) If you incorporate, hire services of attorney or CPA, or accountant to help
set-up your business, you may be charged fees for such services. Charges and
services will vary.
(15) We may require you to purchase custom software, if we do, the fee will
include the first year's maintenance. There may be an annual fee thereafter for
updates and maintenance, although that fee is not yet known.
(16) The actual amount of working capital you will need may vary depending on
your Center, sales staff, marketing plan and other factors, as well as your
management and business skills.

The table above represents an estimate of your initial start-up expenses.
Airsopure cannot guarantee that you will not have additional expenses starting
the business. Your costs will depend on such factors as how much you follow our
system and procedures; your business and management skills; local economic
conditions and product acceptance; competition and your sales made during the
initial 60-90 day period. Airsopure has relied upon its own experience to
estimate these amounts. Review these figures


                                       3
<PAGE>

carefully with a business advisor before making any decision to purchase the
franchise.

Airsopure does not offer direct or indirect financing to franchisees for any
items or products.

                                     ITEM 8
                           RESTRICTIONS ON SOURCES OF
                             PRODUCTS AND SERVICES

PRODUCTS. You must purchase all air purification products from Airsopure, or its
affiliates. There are no other suppliers. These products are manufactured to
strict standards, incorporate trade secrets and are proprietary to Airsopure
and/or its affiliates. You are allowed to sell only products and services that
have been expressly authorized for sale in writing in the manner we specify. You
must not deviate from any of our specifications without our written consent. The
current product line for equipment and filters, and the services offered by
Airsopure are described in the confidential Operations Manual (also referred to
as the "Manual"). Airsopure or its affiliates will derive revenue from your
purchases of products. As this is a new offering, we do not have a precise basis
for estimating total revenues to Airsopure or its affiliates. Cost of products
will represent approximately 35% to 50% of suggested retail. Airsopure may
receive a portion of the wholesale cost, although that percentage has not yet
been set from our affiliate. We estimate that your initial purchases will
account for 7-8% of your initial investment, and perhaps 90% or more of all your
purchases while operating the business. You purchase all products at a wholesale
cost, and sell them at retail pricing. You have discretion as to the prices you
charge customers for your products although we recommend suggested retail
pricing. We may add, delete or modify products from time to time, for which you
will be notified in writing.

MARKETING MATERIALS. We are currently the only suppliers of marketing materials
in the system. These promotional materials are designed to promote sales within
the Airsopure product line for your benefit. If you desire to obtain promotional
materials or advertisements from other suppliers, you must submit the materials
to Airsopure for our approval in writing prior to use (Franchise Agreement
Section 10.01). We will determine whether such other suppliers can be approved
within 30 days, in writing to you, based on quality, pricing, delivery time, and
other factors. Our criteria are available in writing in our Manual.

COMPUTER HARDWARE CONFIGURATION AND SOFTWARE SPECIFICATION. We may specify
certain computer hardware in order to be compatible for polling and transferring
information from your computer system to ours. We use approved vendors, and may
approve others, provided they can demonstrate compatible configuration with our
system in a timely basis. We derive no revenue from these vendors. Computer
hardware approval criteria are available in writing in our Manual. The software
is in development, and if and when offered will be offered to all franchise
owners on the same basis. The software is owned by a third party company, and
customized for our use. If and when it is available, it will be a required
product for you to use, without exception,. We may derive no revenue from the
purchase of the software; however, if we do, it will be to offset the
development costs. Of the estimated $3,000 cost for software, up to 10% may go
to Airsopure for development costs. This will represent less than 1% of you
initial or ongoing expenses or purchases. Upgrades and maintenance costs will be
paid to a third party.

Airsopure relies totally upon its franchise network for the sale of its
products. You will derive some ongoing benefit from the purchase of products
from us, including maintaining your franchise, and sharing information and
techniques with other franchise owners. There is no quota for your sales.

--------------------------------------------------------------------------------

                                     ITEM 9
                            FRANCHISEE'S OBLIGATIONS

THIS TABLE LISTS YOUR PRINCIPAL OBLIGATIONS UNDER THE FRANCHISE AND OTHER
AGREEMENTS. IT WILL HELP YOU FIND MORE DETAILED INFORMATION ABOUT YOUR
OBLIGATIONS IN THESE AGREEMENTS AND IN OTHER ITEMS OF THIS OFFERING CIRCULAR.


                                       4
<PAGE>

<TABLE>
<CAPTION>
              --------------------------------------- ------------------------------ -------------------------
                            OBLIGATION                    SECTION IN FRANCHISE           ITEM IN OFFERING
                                                                AGREEMENT                    CIRCULAR
              --------------------------------------- ------------------------------ -------------------------
<S>                                                   <C>                            <C>
              Site selection and acquisitions/lease   Section 4                      Item 11
              --------------------------------------- ------------------------------ -------------------------
              The pre-opening purchases/leases        Section 5                      Items 7, 8
              --------------------------------------- ------------------------------ -------------------------
              Site development and other              Sections 4 and 5               Items 7, 8
              pre-opening requirements
              --------------------------------------- ------------------------------ -------------------------
              Initial and on-going training           Sections 5.C.                  Items 7, 11
              --------------------------------------- ------------------------------ -------------------------
              Opening                                 Sections 5 and 6               Items 7, 11
              --------------------------------------- ------------------------------ -------------------------
              Fees                                    Section 3                      Items 5, 6, 7
              --------------------------------------- ------------------------------ -------------------------
              Compliance with standards and           Sections 5, 6, 7, 8 and 9      Items 8, 11, 14
              policies/operating manual.
              --------------------------------------- ------------------------------ -------------------------
              Trademarks and proprietary              Section 7                      Items 13, 14
              information.
              --------------------------------------- ------------------------------ -------------------------
              Restrictions on products/services       Sections 5 and 6               Item 8
              offered
              --------------------------------------- ------------------------------ -------------------------
              Warranty and customer service           none                           none
              requirements
              --------------------------------------- ------------------------------ -------------------------
              Territorial development and sales       none                           none
              quotas
              --------------------------------------- ------------------------------ -------------------------
              On-going product/purchases              Section 6                      Item 8
              --------------------------------------- ------------------------------ -------------------------
              Maintenance, appearance and             Section 4 and 5                Items 16, 17
              remodeling requirements
              --------------------------------------- ------------------------------ -------------------------
              Insurance                               Section 11                     Items 7, 11
              --------------------------------------- ------------------------------ -------------------------
              Advertising                             Sections 7 and 10              Items 6, 11
              --------------------------------------- ------------------------------ -------------------------
              Indemnification                         Section 17                     Item 11
              --------------------------------------- ------------------------------ -------------------------
              Owner's participation/                  Section 5                      Item 15
              management/staffing
              --------------------------------------- ------------------------------ -------------------------
              Records and Reports                     Section 9                      Item 6
              --------------------------------------- ------------------------------ -------------------------
              Inspection and audit                    Section 9                      Items 6, 11
              --------------------------------------- ------------------------------ -------------------------
              Transfer                                Section 12                     Item 17
              --------------------------------------- ------------------------------ -------------------------
              Renewal                                 Section 2                      Item 17
              --------------------------------------- ------------------------------ -------------------------
              Post-termination obligations            Sections 15 and 16             Item 17
              --------------------------------------- ------------------------------ -------------------------
              Non-competition covenants               Section 16                     Item 17
              --------------------------------------- ------------------------------ -------------------------
              Dispute resolution                      Section 18                     Item 17
              --------------------------------------- ------------------------------ -------------------------
</TABLE>

                                     ITEM 10
                                    FINANCING

Airsopure does not offer direct or indirect financing. We do not offer any
notes, leases or any obligation.

                                     ITEM 11
                            FRANCHISOR'S OBLIGATIONS

Except as listed below, we need not provide any assistance to you.

A. PRE-OPENING OBLIGATIONS

Before you open your franchised business, we will:
1) Designate a geographic area to be your designated territory (your "Exclusive
Territory") prior to your execution of the Franchise Agreement (Franchise
Agreement Paragraph C of Recitals and Section 1.01);
2) Provide you, on loan, one copy of Airsopure's Operations Manual (Franchise
Agreement Section 8.01);
3) Evaluate your request of the proposed location for the Center within 7
working days from receipt of your written request for approval, provided you
have met the listed criteria for office/showroom locations in the Operations
Manual (Franchise Agreement Section 4.01.A);
4) Within four months of your signing your Franchise Agreement, provide an
initial training program for you as described below (Franchise Agreement Section
4.01.C.); and
5) Provide you with specifications for inventory, supplies and equipment in the
Operations Manual (Franchise Agreement Section 4.01.B).

B. CONTINUING OBLIGATIONS

1. During the operation of the Center, we will:

A.) Provide daily advisory assistance by telephone for the first two weeks after
you begin operation


                                       5
<PAGE>

of the Center (Franchise Agreement Section 4.02.A);
B.) Provide continuing consultation and advisory assistance to you in the manner
and at such time as we deem advisable concerning the operation, advertising and
promotion of the Center (Franchise Agreement Section 4.02.B);
C.) Provide you with any updates, revisions and amendments to the Operations
Manual (Franchise Agreement Section 4.02.C. and 8.03.);
D.) Assist you with product management and inventory controls (Franchise
Agreement Section 4.02.D and Section 6);
E.) Provide you at Airsopure's sole discretion such continuing training programs
as we deem appropriate (Franchise Agreement Section 4.02.E.); and
F.) Defend you at our expense against any third-party claim or lawsuit involving
your use of the Airsopure trademarks as long as you have used the Airsopure
trademarks as the Franchise Agreement requires (Franchise Agreement 7.05).

2. Advertising Program

A.) Local Advertising. Airsopure requires you to spend at least 2% of your Gross
Sales on approved local advertising, including direct mail, flyers, Yellow
Pages-Registered Tradmark- ads and other media, beginning with the date you open
your Center (Franchise Agreement Section 10.04.). You do not send these funds to
Airsopure. You may develop advertising materials for your own use at your cost,
but Airsopure must approve the advertising materials in advance in writing
before use (Franchise Agreement Section 10.01). You must account to us for the
advertising you place each month, in writing, as part of your quarterly
advertising plan.

B.) Advertising Fund. Airsopure may at its discretion provide placement of
advertising for the benefit of the entire Airsopure system, beginning January 1,
2001, unless Airsopure, in its sole discretion delays the start date (Franchise
Agreement Section 3.01D). You must pay this 2% of Gross Sales monthly to
Airsopure when the Fund is activated. There is no plan for an advertising
council. Airsopure will make all marketing decisions regarding this Fund. Most
of the advertising will be placed on a regional or national basis, typically by
management of Airsopure or by Airsopure's public relations company. Airsopure
anticipates that most of its advertising will be created by an outside
advertising agency.

Airsopure reserves the right to use the monthly fees collected for the
Advertising Fund to place advertising in regional and/or national media
(including broadcast, print or other media). All amounts contributed to the
Advertising Fund are used to promote the products sold by franchisees and are
not used to sell additional franchises. Any amount remaining in the Advertising
Fund at the end of a fiscal year may be spent in subsequent fiscal years. An
accounting of the Advertising Fund expenditures is available to you upon request
following the close of each fiscal year (May 31) (Franchise Agreement Section
10.03.A.). No Advertising Fund fees will be spent for the solicitation of
franchise sales. (See also Items 6, 8 and 9 of this offering circular.)

2. Computer Hardware and Software

Airsopure requires that you use and maintain a standard computer package of
hardware and software. You will purchase a Windows 2000 compatible system,
Pentium II based, with modem and sufficient memory to handle normal business
activities, and a color inkjet printer. Software programs will include
off-the-shelf accounting, lead management, word processing and graphics programs
(Microsoft Office 2000) to be used by all franchisees. We reserve the right to
require your use of customized software developed by a third party company
specifically for our franchisees, although such software has not been developed.
When such software is made available to all franchisees, you will be required to
install and use this software. We may impose a reasonable training fee paid to a
third party to train you (and your staff) on this software. You will be
obligated to use this software for lead, sales and product tracking and
accounting purposes. We estimate that such software may cost up to $3,000 to
purchase, and up to several hundred dollars per year for support and upgrades
from a third party. We will have independent modem access to your lead, sales
and product data; however, we will not access your financial records other than
as noted, unless we have your permission or we have notified you in writing that
you are being audited by us, within 24 hours of such notification.

We are not obligated by the Franchise Agreement or any other agreement to
provide any other supervision, assistance or services in connection with the
ongoing operation of the franchised business. Any duty or obligation imposed on
us by the Franchise Agreement or otherwise may be


                                       6
<PAGE>

performed by any of our designees, employees or agents, as we may direct (See
also Item 6.).
You will be given an opportunity to review the Franchise Operations Manual
before you sign the Franchise Agreement.

C. YOUR CENTER LOCATION

Airsopure assigns you an Exclusive Territory (See Item 12.) in which you must
find an acceptable Center location in an retail office/showroom facility. We
must approve your proposed Center location, based on the location meeting
certain criteria including lease costs, terms, size and configuration,
visibility, traffic count, proximity within your territory to your prospective
customers, and other factors. Once you find at least 3 qualified sites, we will
approve one of these sites within 7 days. You must find a suitable Center site
within 90 days of signing the Franchise Agreement, unless we mutually agree
otherwise. If we mutually cannot agree on a Center location, within 4 months, we
may at our sole discretion a) extend your search time, b) exchange your
territory, or c) terminate your Franchise and refund up to 70% of your Franchise
Fee.

D. OPENING TIME FRAME

The typical length of time from the date you sign the Franchise Agreement until
the date you open a Center for business is 4 to 5 months or sooner, depending on
your ability to find a suitable Center location for approval, and other factors.

E. TRAINING PROGRAM

We will conduct our Indoor Air Quality (IAQ) Specialist and Center management
training program at out Dallas, Texas offices and/or our company-owned Center
facility in Dallas. You will learn all facets of the Airsopure Center business
from air diagnostics to product sales and business management techniques. We
will conduct such training programs on an as needed basis throughout the year,
based upon the number of franchisees to be trained and available trainers'
schedules. Training will be supervised by John Potter (See Item 2.), and will
also include industry trade specialists, as well as qualified advertising and
air purification equipment professionals as guest lecturers. All instructors
work for us, are approved vendors or approved consultants.

You will be responsible for travel, lodging, salary and personal expenses for
yourself and one of your employees during the 5 day training program. The
initial training is mandatory, and you and your employee must complete it to our
satisfaction. If neither of you completes the training within 90 days after
signing the Franchise Agreement, or if either of you fails the training, at our
sole option we may a) require you or your employee to retake the training, b)
require you to find an acceptable replacement for you or your employee for
training, or c) terminate your Franchise and refund up to 60% of your Franchise
Fee.

  New Product courses, marketing and sales updates and additional field training
will be required of you and/or your employee from time to time, as required
uniformly of all franchisees. These additional training sessions will be solely
at your cost for travel and lodging, unless otherwise mutually agreed.

--------------------------------------------------------------------------------
The Operations Manual will be used for reference during the training program. As
of the date of this offering circular, the Initial Training required by
Airsopure before opening your Center consists of the following:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
          SUBJECT               TIME             HOURS OF          HOURS OF             INSTRUCTOR
                                BEGUN            CLASSROOM        ON-THE-JOB
                                                 TRAINING          TRAINING
-----------------------------------------------------------------------------------------------------------
<S>                         <C>                  <C>               <C>           <C>
Orientation                 Monday                   1                 0         CJ Comu
                                                                                 J Potter
-----------------------------------------------------------------------------------------------------------
The Market                  Monday                   1                 0         J Potter
-----------------------------------------------------------------------------------------------------------
The Product & Service       Monday                   1                 2         Cliff Spicer
-----------------------------------------------------------------------------------------------------------
Field Application           Monday                   4                 2         John Harris
                                                                                 S Hampton
-----------------------------------------------------------------------------------------------------------
Manufacturing               Tuesday                  0                 2         C Spicer
Warehousing
-----------------------------------------------------------------------------------------------------------
Product Knowledge           Tuesday                  1                 1         J Potter
-----------------------------------------------------------------------------------------------------------
Advertising                 Tuesday                  4                 2         S Hampton
                                                                                 Direct Mail Speaker
-----------------------------------------------------------------------------------------------------------


                                       7
<PAGE>

-----------------------------------------------------------------------------------------------------------
Administration              Wednesday                1                 4         Susan Potter
-----------------------------------------------------------------------------------------------------------
Computer system             Wednesday                4                 4         S Potter, Guest
-----------------------------------------------------------------------------------------------------------
Sales Marketing             Thursday                 2                 6         S Hampton
-----------------------------------------------------------------------------------------------------------
Sales Marketing             Friday                   2                 6         S Hampton
-----------------------------------------------------------------------------------------------------------
Totals                      5 Days                  21                29
-----------------------------------------------------------------------------------------------------------
</TABLE>


                                     ITEM 12
                                    TERRITORY

You will be granted an Exclusive Territory for the operation of your franchised
Center, with a minimum population base of 500,000, as defined by zip codes or
other common boundaries. You are granted one Center location within your
Exclusive Territory. You may relocate your Center, at your sole expense, within
your territory upon 30 days prior notice to us in writing stating the reasons
for such relocation. Airsopure will not franchise or operate company-owned
Centers within your Exclusive Territory using our names, logos or marks. We may
franchise or operate company-owned Centers outside your Exclusive Territory
using our names, logos or marks. You may not advertise or sell Airsopure
products utilizing either the World Wide Web (internet) or through printed
catalogues. Any sales outside your territory must be first approved in writing
or by facsimile by Airsopure. We will not solicit or accept sales within your
territory without notifying you in writing, and arranging nominal compensation
to you which we solely determine appropriate.

Airsopure, Inc., an affiliate of Airsopure, has in the past licensed outlets for
the sales of similar products, although these products were primarily for
commercial application, and not directed at the residential market. While
Airsopure, Inc. is not granting any franchises or other licenses for such
outlets, these existing outlets may, from time to time, sell similar products
within your Exclusive Territory. In such case Airsopure will notify you in
writing, and arrange compensation to you which we solely determine appropriate.
Airtech International Group, Inc. also reserves the right in the future to grant
and make marketing arrangements with other companies for the marketing of
similar products which may be sold under a different trademark, but not the same
trademark as being granted in this franchise. If this happens in the future,
although there is no set timetable, Airsopure will notify you in writing, and
arrange compensation to you which we solely determine appropriate.

Unless you have executed a separate Development Agreement, you may not acquire
additional franchises within your territory. There is no minimum sales quota.
You maintain rights to your territory even though the population increases.

                                     ITEM 13
                                   TRADEMARKS

We grant you the right to operate your Center under the name and trademark
"Airsopure." By "trademark," we mean trademarks, trade names, service marks and
logos used to identify your franchised business, especially the name "Airsopure"
and its design logo, and the service mark "The Essence of Clean Air." Airsopure,
Inc. was granted a trademark on the Principal Register with the United States
Patent and Trademark Office for "Airsopure" on November 9, 1999, Registration
Number 2,291,477. Airsopure has a Trademark License Agreement (Exhibit E) with
Airsopure, Inc. granting Airsopure the right to use and franchise others to use
the names, logos and trade dress for Airsopure.

You must follow our rules when you use Airsopure's trademark. You cannot use our
trademark as part of your corporate legal name or with modifying words, designs
or symbols except for those which we license to you. You may not use our
trademark in connection with the sale of an unauthorized product or in a manner
not authorized in writing by us.

You must notify us immediately when you learn about an infringement of or
challenge to your use of our trademark, and you must cooperate with Airsopure in
defending or settling any litigation. We will take the action we deem necessary
to preserve and protect the ownership and validity of the trademark. Airsopure
will defend and indemnify you in legal proceedings involving the licensed
trademark filed by third parties alleging infringement provided that you have
used Airsopure's trademark as authorized by the Franchise Agreement. We reserve
the right to substitute different trademarks for use in identifying the
"Airsopure" system without liability to you.


                                       8
<PAGE>

We do not know of any infringing uses of our name or trademarks that could
materially affect your use of Airsopure's trademark.

                                     ITEM 14
                 PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION

There are no patents or copyrights currently registered or which we have applied
for which are material to the franchise, but you can use the proprietary
information in our Operations Manual. Although we have not filed an application
for a copyright registration for the Operations Manual, we claim a copyright and
the information is proprietary. Section 8., of the Franchise Agreement describes
the restrictions on your use of our Operations Manual and your obligation to
maintain the contents of the Operations Manual in confidence. All new air
purification products, including those under current testing will have patents
filed with the US Patent and Trademark Office at our discretion.

We have no obligation under the Franchise Agreement to defend the above
described copyrights or to defend you in any litigation relating to these
materials, and you have no obligation to report infringement of these to us. We
will take such action as we deem appropriate, and we have the right to control
all litigation involving these copyrights/patents.

                                     ITEM 15
                        OBLIGATION TO PARTICIPATE IN THE
                             ACTUAL OPERATION OF THE
                               FRANCHISE BUSINESS

You must personally supervise the Center or hire a fully-trained full time
manager to devote his/her full time and best efforts to run the Center. The
manager must sign a written agreement to maintain confidentiality of the
proprietary information described in Item 14 and to comply with the covenants
not to compete described in Item 17.

If you are a corporation, the individual who owns controlling interest in the
corporation must sign a personal guarantee (Exhibit F) of all of the
corporation's obligations to Airsopure.

                                     ITEM 16
                            RESTRICTIONS ON WHAT THE
                              FRANCHISEE MAY SELL

You must offer and sell only those products and services that Airsopure have
been approved (see Items 8 and 9). You must offer all products that Airsopure
designates as required for all franchisees. These required products and services
currently include air purification equipment and air filters. Airsopure has the
right to add additional authorized products and services that you are required
to offer. There are no limits on Airsopure's right to do so, except that the
investment required by a franchisee (for new display equipment, supplies and
open inventory) will not exceed $10,000 per year. You are restricted within your
territory with respect to the customers to whom you may provide products and
services (see Item 12).

--------------------------------------------------------------------------------

                                     ITEM 17
              RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION

This table lists certain important provisions of the franchise and related
agreements. You should read the provisions in the agreements attached to this
offering circular.

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
               PROVISION                  SECTION IN FRANCHISE                         SUMMARY
                                                AGREEMENT
---------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                     <C>
a. Terms of the franchise                2                       10 years
---------------------------------------------------------------------------------------------------------------------
b. Renewal or extension of               2                       2 renewal terms of 10 years, subject to
the term                                                         contractual requirements
---------------------------------------------------------------------------------------------------------------------
c. Requirements for you to               2                       Notice, good standing, training, upgrade
renew or extend                                                  business, sign release and new agreement, pay fees
---------------------------------------------------------------------------------------------------------------------
d. Termination by you                    None                    None
---------------------------------------------------------------------------------------------------------------------
e. Termination by Airsopure without      None                    None
cause
---------------------------------------------------------------------------------------------------------------------
f. Termination by Airsopure with         14                      Can terminate only if you default
---------------------------------------------------------------------------------------------------------------------


                                       9
<PAGE>

---------------------------------------------------------------------------------------------------------------------
cause
---------------------------------------------------------------------------------------------------------------------
g. "Cause" defined--defaults             14                      You have 30 days to cure: failure to make
which can be cured                                               payments, submit reports, maintain standard or
                                                                 follow procedures; legal violations; or any other
                                                                 default not listed in Section 14.01.A.
---------------------------------------------------------------------------------------------------------------------
h. "Cause" defined--defaults             14                      Includes insolvency; conviction of felony;
which cannot be cured                                            unauthorized transfer; disclosure of confidential
                                                                 information; failure to complete training;
                                                                 falsified records and reports; repeated defaults
                                                                 even if cured; other
---------------------------------------------------------------------------------------------------------------------
i. Your obligations on                   15 and 16               Includes complete identification; payment of
termination/non-renewal                                          amounts due; return of proprietary information;
                                                                 cessation of operation; (also see r. below)
---------------------------------------------------------------------------------------------------------------------
j. Assignment of the contract by         12                      No restriction on our right to assign
Airsopure
---------------------------------------------------------------------------------------------------------------------
k. "Transfer" by you--                   12                      Includes transfer of the contract or assets or
definition                                                       ownership change
---------------------------------------------------------------------------------------------------------------------
l. Our approval of transfer by           12                      We have the right to approve all
you                                                              transfers but will not unreasonably
                                                                 withhold approval

---------------------------------------------------------------------------------------------------------------------
m. Conditions for our approval           12                      Includes payment of amounts due; no
                                                                 defaults; release signed; new franchisee
                                                                 qualifies and signs new agreement;
                                                                 upgrade business; training; transfer fees
                                                                 (see also r. below)
---------------------------------------------------------------------------------------------------------------------
n. Our right of first refusal to         12                      We can match any offer for your
acquire your business                                            business
---------------------------------------------------------------------------------------------------------------------
o. Our option to purchase your           12                      Upon expiration or termination we have
business                                                         the right to acquire certain assets
---------------------------------------------------------------------------------------------------------------------
p. Your death or disability              12                      Franchise may be transferred to heirs or
                                                                 to approved third party within 6 months
                                                                 with Airsopure Approval
---------------------------------------------------------------------------------------------------------------------
q. Non-competition covenants             13                      No involvement in competing business
during the term of the franchise
---------------------------------------------------------------------------------------------------------------------
r. Non-competition covenants             16                      No competing business for two years
                                                                 within 25 miles of Designated Territory
                                                                 or any other Airsopure franchise
---------------------------------------------------------------------------------------------------------------------
s. Modification of the                   18                      No modifications generally but
agreement                                                        Operations Manual and products subject
                                                                 to change

---------------------------------------------------------------------------------------------------------------------
t. Integration/merger clause             18                      Only the terms of the Franchise
                                                                 Agreement is binding (subject to state
                                                                 law).  Any other promises may not be enforceable.
---------------------------------------------------------------------------------------------------------------------
u. Dispute resolution by                 19                      Non-binding mediation prior to other legal actions
arbitration or mediation                                         by either party
---------------------------------------------------------------------------------------------------------------------
v. Choice of forum                       18                      Litigation must be in Texas
---------------------------------------------------------------------------------------------------------------------
w. Choice of law                         18                      Texas law applies
---------------------------------------------------------------------------------------------------------------------
</TABLE>

These states have statutes which may supersede the Franchise Agreement in your
relationship with us including the areas of termination and renewal of your
franchise: ARKANSAS [Stat. Section 70-807], CALIFORNIA [Bus. & Prof. Code
Sections 20000-20043], CONNECTICUT [Gen. Stat. Section 42-133e et seq.],
DELAWARE [Code, tit.], HAWAII [Rev. Stat. Section 482E-1], ILLINOIS [Rev. Stat.
Chapter 121 _ par 1719-1720], INDIANA [Stat. Section 23-2-2.7], IOWA [Code
Sections 523H.1-523H.17, MICHIGAN [Stat. Section 19.854 (27)], MINNESOTA [Stat.
Section 80C.14], MISSISSIPPI [Code Section 75-24-51, MISSOURI [Stat. Section
407.400], NEBRASKA [Rev. Stat. Section 87-401],


                                       10
<PAGE>

NEW JERSEY [Stat. Section 56:10-1], SOUTH DAKOTA [Codified Laws Section
37-5A-51], VIRGINIA [Code 3.1-557-574-13.1-564], WASHINGTON [Code Section
19.100.180], WISCONSIN (Stat. Section 135.03]. These and other states may have
court decisions which may supersede the Franchise Agreement in your relationship
with us, including the areas of termination and renewal of your franchise. SEE
APPENDIX "A" REGARDING CERTAIN PROVISIONS OF CALIFORNIA LAW.


                                     ITEM 18
                                 PUBLIC FIGURES

We do not use any public figure to promote our franchise.

                                     ITEM 19
                                 EARNINGS CLAIMS

Airsopure does not furnish or authorize its salespersons to furnish any oral or
written information concerning the actual or potential sales, cost, income or
profits anticipated from operation of an Airsopure Center. Actual results will
vary from Center to Center, and we cannot estimate the results of any particular
franchise.


<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
                                     ITEM 20
                                 LIST OF OUTLETS

                 FRANCHISED CENTER STATUS SUMMARY FOR YEAR 1999

----------------------------------------------------------------------------------------------------------------------
    STATE       TRANSFERS     CANCELED OR         NOT         REACQUIRED      LEFT THE      TOTAL       FRANCHISES
                               TERMINATED       RENEWED           BY           SYSTEM     FROM LEFT      OPERATING
                                                              AIRSOPURE        OTHER       COLUMNS      AT YEAR END
----------------------------------------------------------------------------------------------------------------------
<S>             <C>           <C>               <C>           <C>             <C>         <C>           <C>
    Texas           0              0               0              0              0            0              0
----------------------------------------------------------------------------------------------------------------------
    Totals          0              0               0              0              0            0              0
----------------------------------------------------------------------------------------------------------------------
</TABLE>

Note: All numbers are as of December 31 for each year. Airsopure is a new
franchise offering. There were not any franchises operating or sold in 1999.

                  STATUS OF COMPANY OWNED CENTERS FOR YEAR 1999

<TABLE>
<CAPTION>
    ----------------------------- ---------------------------- --------------------------- ----------------------------
               STATE                    CENTERS CLOSED               CENTERS OPENED               TOTAL CENTERS
                                          DURING YEAR                 DURING YEAR                   OPERATING
                                                                                                   AT YEAR END
    ----------------------------- ---------------------------- --------------------------- ----------------------------
<S>                               <C>                          <C>                         <C>
    Texas                                      0                           0                            0
    ----------------------------- ---------------------------- --------------------------- ----------------------------
    Totals                                     0                           0                            0
    ----------------------------- ---------------------------- --------------------------- ----------------------------
</TABLE>

                    PROJECTED OPENINGS AS OF FEBRUARY 1, 2000

<TABLE>
<CAPTION>
 ---------------------------------------------------------------------------------------------------------------
       STATE             FRANCHISE AGREEMENTS          PROJECTED FRANCHISED            PROJECTED COMPANY
                      SIGNED BUT CENTER NOT OPEN      NEW CENTERS IN THE NEXT          OWNED OPENINGS IN
                                                            FISCAL YEAR                 NEXT FISCAL YEAR
 ---------------------------------------------------------------------------------------------------------------
<S>                   <C>                             <C>                              <C>
 Arizona                          0                              1                             0
 ---------------------------------------------------------------------------------------------------------------
 California                       0                              1                             0
 ---------------------------------------------------------------------------------------------------------------
 Colorado                         0                              1                             0
 ---------------------------------------------------------------------------------------------------------------
 Florida                          0                              1                             0
 ---------------------------------------------------------------------------------------------------------------
 Georgia                          0                              1                             0
 ---------------------------------------------------------------------------------------------------------------
 New Jersey                       0                              1                             0
 ---------------------------------------------------------------------------------------------------------------
 Texas                            0                              1                             1
 ---------------------------------------------------------------------------------------------------------------
 Totals                           0                              7                             1
 ---------------------------------------------------------------------------------------------------------------
</TABLE>

                  ITEM 21                   FINANCIAL STATEMENTS


                                       11
<PAGE>

Exhibit D is the audited financial statement for Airsopure International Group,
Inc., as of February 1, 2000, although the fiscal year for Airsopure ends on May
31.

                                     ITEM 22
                                    CONTRACTS

The following documents and contracts are part of this offering circular as
Exhibits:

State Administrators                        Exhibit A
Agents for Service of Process               Exhibit B
Franchise Agreement                         Exhibit C
Financial Statement                         Exhibit D
Trademark License Agreement                 Exhibit E
Personal Guarantee                          Exhibit F
Confidentiality Agreement                   Exhibit G
Development Agreement                       Exhibit H

                                     ITEM 23
                                     RECEIPT

The last two pages of this Offering Circular are detachable Receipts
acknowledging receipt of this Offering Circular (one for your records, one for
ours).


                                       12
<PAGE>

                                   EXHIBIT E
                           TRADEMARK LICENSE AGREEMENT

This Trademark License Agreement ("License Agreement") is made and entered into
effective as of (although not necessarily on ) January 1, 2000 by and between
Airsopure, Inc., a Texas corporation with its principal place of business at
15400 Knoll Trail, Ste. 200, Dallas, TX 75248 ("AI"), and Airsopure
International Group, Inc., a Nevada corporation with its principal place of
business at 15400 Knoll Trail, Ste. 200, Dallas, TX 75248 ("AIGI").

WHEREAS, AI has developed and acquired valuable rights and goodwill in certain
trade names and service marks including the name and mark "Airsopure", the
service mark attached hereto as Attachment A, and all logos, insignias, and
trade dress associated therewith.

WHEREAS, AI owns the trademark on file with the United States Patent and
Trademark Office for the national registration of the service mark "Airsopure"
and all goodwill associated therewith.

WHEREAS, the above-described trade name, trademark, service mark, logo,
insignia, trade dress, registrations, and applications, together with all
goodwill and rights associated therewith, are hereinafter sometimes collectively
referred to as the "Marks".

WHEREAS, AI desires to grant AIGI a non-exclusive license to use and sublicense
the Marks in connection with the business to be conducted by AIGI and its
sublicensees, subject to AI's right to control the standard of services offered
under the Marks and subject to AI's right to utilize the Marks for its own
account.

NOW, THEREFORE, for and in consideration of the sum of $10.00 and other good and
valuable consideration, the receipt and sufficiency of which are acknowledged
and confessed: AI and AIGI hereby agree as follows:

1. AI hereby grants to AIGI the perpetual prepaid right to use the Marks on a
worldwide basis under the terms and conditions set forth herein. The license
hereby granted shall be non-exclusive; save and except that AI reserves the
right to use the Marks for its own account in accordance with Paragraph 7
hereof. AIGI hereby accepts such license and agrees to be bound by and subject
to the terms and conditions hereof.

2. In order to protect the goodwill associated with the Marks, and in order to
prevent any deception to the public, AIGI shall insure that all services
provided under the Marks shall conform to such standards and specifications as
to quality as may be prescribed by AI and approved by AIGI from time to time. AI
and AIGI agree that the license of the Marks shall be limited to the promotion
and operation of Airsopure Centers by AIGI or its licensees, the promotion,
marketing, and selling of Airsopure franchises by AIGI or its sublicensees, and
any other use necessary or incident thereto. Any other use of the Marks shall
require the prior written consent of AI, which consent shall not be unreasonably
withheld.

3. AI specifically authorizes AIGI to sublicense the Marks to third parties
which own and operate "Airsopure" Centers in retail outlets pursuant to
Franchise Agreements entered into with AIGI. AIGI agrees that it shall
diligently monitor its sublicensees' use of the Marks in order to insure that
all service provided under said Marks conforms to such standards and
specifications as to quality which may be prescribed by AI and approved by AIGI.
AI specifically acknowledges that the restrictions on the use of the Marks set
forth in AIGI's franchising program comply with AI's standards and
specifications. AIGI agrees to notify AI in writing of any unauthorized use of
the Marks by any third parties.

4. AIGI acknowledges that AI is the sole owner of the Marks and that all
goodwill arising from the use of said Marks by AIGI shall inure to the benefit
of AI. AI shall have the right to inspect and observe the uses made by AIGI or
its sublicenses of the Marks, and AIGI agrees to supply AI upon request,
specimens of its use of the Marks.

5. AI will maintain in good standing and police the Marks against any infringing
use. At the request of AIGI, AI will file suit or take appropriate legal action
against infringing third parties and/or defend the Marks against conflicting
claims asserted by third parties. AI shall give AIGI prompt written notice of
any third party claim asserted or of any infringing use by any third party with
respect to the Marks, shall consult with AIGI with respect to policing or
defending the Marks, and shall allow AIGI to participate in and become a party
to any litigation or proceeding relating to the Marks.

6. AI represents and warrants to AIGI that it will diligently maintain a
federally registered service mark for Airsopure.

7. AI warrants and represents to AIGI that its use of the Marks will be limited
to the geographical areas in which neither AIGI nor any licensee of AIGI is
operating a Airsopure Center. AI agrees that it shall not utilize the Marks nor
further license the use of the Marks in any location or locations which is
within the assigned territory of any licensee of AIGI under a validly existing
Franchise Agreement, unless AIGI makes arrangements with such licensee.

8. Any party alleging a default thereunder shall give the defaulting party
written notice detailing with specificity the nature of the default and
affording the defaulting party a thirty (30) day period in which to cure such
default. In the event the defaulting party fails to cure such default within
such thirty (30) day period, the defaulting party shall have the right to
terminate this License by written notice to the nondefaulting party and/or
pursue such relief or remedies as may be available at law or in equity. Upon
termination of this License, the rights of AIGI or its licenses to use the Marks
shall be modified as follows: (i) AIGI shall no


                                       1
<PAGE>

longer be entitled to utilize or license to new franchisees the right to use the
Marks, (ii) AI shall be entitled to use and license to third parties the right
to use the Marks, (iii) AIGI shall, at AI's request, assign to AI AIGI's right,
title and interest in and to all Franchise Agreements with franchisees; and (iv)
any then existing franchisee of AIGI to whom the right to utilize the Marks has
been licensed may continue to utilize the Marks until the expiration of the term
of its Franchise Agreement and any renewal or option periods available or
afforded to such franchisee at law or by agreement.

9. Any notice required or permitted to be given hereunder shall be delivered by
United States Mail via certified mail, return receipt requested, addressed to
the appropriate party at the address for such party set forth hereinabove, and
shall be deemed received five (5) days following deposit in a regularly
maintained receptacle for the United States mail, postage prepaid, and delivered
as aforesaid. Either party may change their address by notice hereunder.

10. This License, and the rights and obligations of the parties hereunder, shall
continue for an indefinite term unless and until the parties otherwise agree in
writing.

11. Except for AIGI's right to license the Marks to franchisees, neither party
shall have the right to assign or transfer its rights, duties, privileges and
obligations hereunder without the prior consent of the other party.

12. Each party hereby represents and warrants to the other that the parties
executing this License on their behalf are duly authorized to enter into this
License and that, upon full execution, this License will constitute the legal
and binding agreement of the parties, enforceable in accordance with its terms.

13. This License shall be governed by and construed in accordance with the laws
of the United States of America and the State of Texas and shall be performable
in Dallas County, Texas.

14. Subject to the restrictions against assignment and transfer as set forth
herein, this License shall inure to the benefit of, and shall be binding upon,
the parties hereto and their respective successors and assigns.

15. This License may be modified only by mutual agreement in writing signed by
the parties hereto.

IN WITNESS WHEREOF, the parties hereto have executed this License Agreement as
of the day and year first above set forth.

AIRSOPURE, INC.,
a Texas corporation

By: C.J. Comu (SIGNATURE ON FILE)
    ---------
Title: Chairman

AIRSOPURE INTERNATIONAL GROUP, INC.,
a Nevada corporation

By:  JOHN POTTER  (SIGNATURE ON FILE)
     -----------
Title: President

                                    EXHIBIT A

                                  SERVICE MARK
                                   [GRAPHIC]


                                       2