**Exhibit
      4(a)(iii)**




INVENTION
      LICENSE AGREEMENT






THIS
      INVENTION LICENSE AGREEMENT (hereinafter referred to as the “License
      Agreement”), by and between Malcolm Glen Kertz, residing at 6476 Calle Del Sol,
      El Paso, Texas 79912 (hereinafter referred to as the “Licensor”), and MK
      Enterprises LLC, a Nevada corporation, having a place of business at 1300 Clay
      Street, Winfield, Louisiana 71483 (hereinafter referred to as the “Licensee”).




W
      I T
      N E S S E T H :




WHEREAS,
      Licensor is the owner of certain Patent Rights and Know-How, hereinafter
      defined, and has developed Licensed Products, hereinafter defined, which utilize
      the Patent Rights and Know-How; and




WHEREAS,
      Licensee desires to have the exclusive right to license and/or sublicense the
      Patent Rights and Know-How to commercialize the Licensed Products, all as set
      forth in this License Agreement; and




WHEREAS,
      Licensor desires to grant to Licensee such rights and licenses, as set forth
      in
      this License Agreement;




NOW,
      THEREFORE, in consideration of the mutual covenants and obligations hereinafter
      set forth and for other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the parties hereto agree as
      follows:




ARTICLE
      I


DEFINITIONS




Each
      of
      the following terms shall, wherever found in this License Agreement, be used
      and
      understood in accordance with the corresponding definition below:




1.1 “Territory”
      shall mean the entire world and each and every country, jurisdiction and/or
      sovereign nation therein.




1.2 “Licensed
      Products” shall mean the products listed on Exhibit “A”, attached hereto and
      made a part hereof, all future products and any improvements to such listed
      products and future products conceived, developed or reduced to practice by
      Licensor past, present and future, and any other goods that embody, employ,
      include or incorporate the Patent Rights and Know-How. Licensed Products shall
      also include Improvements. Licensed Products may also be referred to
      individually and termed Licensed Product.




1.3 “Ancillary
      Products” shall mean any goods or services relating to the Licensed Products
      including goods and services sold as a part of the Licensed Products, goods
      sold
      as replacement parts for the Licensed Products, or goods and services sold
      to
      repair the Licensed Products.




1.4 “Patent
      Rights” shall mean and include the patents and applications set forth on Exhibit
“B”, attached hereto and made a part hereof, and any future patents and
      applications owned or acquired by Licensor, and/or any divisions, continuations
      or reissues thereof, all foreign patent applications corresponding thereto,
      and
      all United States and foreign patents issued upon any such applications.




1.5 “Know-How”
      shall mean all of the technical know-how, trade secrets, technical information,
      and knowledge, directly or indirectly, relating to the manufacture and use
      of
      the Licensed Products, including, without limitation, configurations, formulas,
      engineering, materials, scientific and practical information and the disclosure
      in the Patent Rights, whether patentable or unpatentable, and all physical
      manifestations or embodiments of the Licensed Products including without
      limitation all data specifications, prototypes, drawings, schematics, notes,
      records and other writings; all such Know-How to be used or practiced or capable
      of being used or practiced in the manufacture and use of the Licensed
      Products.









1.6 “Improvements”
      shall mean and include any improvements and modifications to particular Licensed
      Products, including, without limitation, the materials and configuration of
      the
      Licensed Products and any machinery or equipment for the manufacture or use
      of
      the Licensed Products, together with any improvements and modifications thereof,
      developed by Licensor during the term of this License Agreement.




1.7 “Net
      Sales” of the Licensed Products and Ancillary Products for any given period
      shall mean monies actually received by Licensee during the said period in
      consideration for the Licensed Products and Ancillary Products, adjusted for
      exchanges and returns of the Licensed Product and Ancillary Products sold or
      delivered by Licensee during a previous period. Net Sales shall not include
      any
      charges for freight, packing, or insurance if such charges are identified and
      billed separately and in addition to the list price for the Licensed Products
      and Ancillary Products; nor shall Net Sales include charges for tax or duty
      on
      sales or delivery of the Licensed Products and Ancillary Products. Net Sales
      shall not include Net Sales by sublicensees pursuant to Paragraph
      2.2.




1.8 “Gross
      Receipts” for a given period shall mean monies actually received by Licensee
      during the said period from sublicensees pursuant to sublicenses to
      commercialize the Licensed Products and Ancillary Products pursuant to Paragraph
      2.2.




1.9 “License
      Year” shall mean each successive period of twelve months, commencing on March 31
      in the year in which the License Agreement becomes effective.




1.10 “Effective
      Date” shall mean the date of execution of this License Agreement, which is the
      day on which this License Agreement shall begin effect.




1.11 “Affiliate”
      shall mean a company, sole proprietorship, partnership, joint venture or
      corporation in which one of the parties hereto and/or their officers, directors
      or shareholders, owns or controls, directly or indirectly, at least twenty
      percent (20%) of the voting stock and/or equity, or a company, sole
      proprietorship, person, partnership, joint venture, or corporation which owns
      at
      least twenty percent (20%) of the voting stock and/or equity of one of the
      parties hereto.




ARTICLE
      II


GRANT
      OF LICENSES




2.1 Licensor
      grants to Licensee the exclusive right and license throughout the Territory
      to
      use and employ the Patent Rights and Know-How to make, use and sell the Licensed
      Products and
      Ancillary Products for the
      term hereof and subject to the provisions of this License
      Agreement.




2.2 The
      licenses granted pursuant to Paragraph 2.1 above shall specifically include
      the
      right of Licensee to grant sublicenses throughout the Territory. Any sublicense
      granted by Licensee shall be consistent with the terms of this License
      Agreement. Any sublicense granted pursuant to this Paragraph 2.2 that varies
      the
      terms of this License Agreement shall require the prior written approval of
      Licensor. Licensee shall provide Licensor with copies of all documents or
      contracts regarding any sublicense hereunder.









2.3 Within
      ten (10) days after execution of this License Agreement, Licensor shall supply
      to Licensee, at a mutually agreeable location, without expense to Licensee,
      all
      Know-How, including materials and written information related to the Licensed
      Products not previously delivered.




ARTICLE
      III


CONSIDERATION
      - PAYMENT - REPORTING - RECORDS




3.1 Licensee
      agrees to pay a royalty (hereafter “Running Royalty”) to Licensor for the term
      of this License Agreement in the amount of One and One-Half Percent (1.5 %)
      of
      Net Sales of Licensee for the Licensed Products sold by Licensee and One Percent
      (1.0 %) of Net Sales of Licensee for any Ancillary Products sold by Licensee.




3.2 Licensee
      agrees to pay Licensor a percentage (hereinafter “Percentage Royalty”) to
      Licensor for the term of this License Agreement in the amount of Twenty Five
      Percent (25%) of the Gross Receipts received by Licensee from sublicensees
      of
      the Licensed Products and Ancillary Products.




3.3 The
      amount of the Running Royalties and Percentage Royalty payable according to
      Paragraphs 3.2 and 3.3 have been negotiated to include payment of the license
      for the Know-How and the Patent Rights without regard to the patentability
      of
      the Patent Rights.




3.4 For
      the
      purposes of computing and paying the Running
      Royalty and the Percentage (“Royalties”) pursuant
      to this Article:




(a)  The
      Licensed Product and Ancillary Products shall be deemed sold and Licensor’s
      Running Royalty thereon earned upon receipt by Licensee of amounts invoiced
      for
      the Licensed Product and Ancillary Products, and Licensor’s Royalties shall be
      due as set out in Paragraphs (c) and (d) below.




(b)  Payment
      of the Royalties shall be in U.S. Dollars by certified check or wire transfer
      to
      a bank account specified by Licensor and the selling price, for purposes of
      computations of such Royalties, shall be converted to U.S. Dollars, when
      necessary, as of the date when the Licensed Product are deemed
      sold.




(c)  Payment
      of the Running Royalty and shall be due and paid to Licensor within sixty (60)
      days of the close of each three (3) month period during each License Year of
      the
      term of this License Agreement .




(d)  Payment
      of the Percentage Royalty shall be due and paid to Licensor within thirty (30)
      days of receipt of Gross Receipts by Licensee.




(e)  The
      Royalties due hereunder shall be calculated using U.S. Generally Accepted
      Accounting Principles.




3.5 Together
      with each payment, Licensee shall render to Licensor a written report stating,
      for the preceding period covered by such payment, the number of units of each
      of
      the Licensed Products sold by Licensee in such quarter, the Unit Sales of
      Licensee for the Licensed Product and Ancillary Products, the Net Sales of
      the
      Licensed Product and Ancillary Products sold by Licensee in such quarter, the
      Gross Receipts or other consideration received by Licensee from sublicensees,
      the Running Royalty and Percentage Royalty due to Licensor, and the Running
      Royalty and Percentage Royalty paid to Licensor by Licensee.









3.6 Licensee
      agrees to keep records of the Licensed Products and Ancillary Products sold
      and
      Gross Receipts received in sufficient detail to enable the Royalties payable
      by
      Licensee to Licensor to be determined and further agrees to permit its books
      and
      records pertinent to the Licensed Products, Ancillary Products and Gross
      Receipts to be examined from time to time, but not more often than twice a
      year,
      during normal business hours by providing at least five business days written
      notice, to the extent necessary to verify the amount of Royalties payable
      hereunder.




ARTICLE
      IV


PATENT
      APPLICATIONS AND PATENTS




4.1 The
      parties hereto agree that Licensor shall hold the entire right, title, and
      interest in and to the Patent Rights and Know-How, and Licensee agrees to
      perform all acts and to execute, acknowledge and deliver all instruments or
      writings reasonably requested and necessary for Licensor to perfect title to
      the
      Patent Rights and Know-How. Licensor hereby grants an exclusive license of
      the
      Patent Rights and Know-How to Licensee pursuant to Paragraph 2.1.




4.2 The
      parties hereto agree that they will procure Patent Rights on the Licensed
      Products. Licensor shall have the sole right to prosecute, control, and pursue
      such Patent Rights under the patent laws of the United States and foreign
      countries. Licensor agrees to prosecute, with good faith and due diligence,
      all
      pending and future patent applications. All fees, costs and expenses shall
      be
      borne by Licensee. Licensee agrees to cooperate with Licensor to whatever extent
      is necessary to procure such patent protection.




4.3 In
      the
      event Licensee decides to abandon any pending United States or foreign patent
      application or to not pay any annuity or maintenance fee required by any
      country, Licensee shall give Licensor thirty (30) days prior written notice
      of
      such decision and shall allow Licensor to pay such fee. Licensee’s decision
      shall have no effect on the Royalties.




4.4 Licensor
      agrees to keep Licensee fully informed, at Licensee’s expense, of the
      prosecution of all U.S. and foreign patent applications including submitting
      to
      the Licensee copies of all official actions and responses thereto.




4.5 Licensee
      agrees to comply with any marking requirements of Licensor to insure compliance
      with 35 U.S.C. § 287, and agrees to insure compliance by its sublicensees, if
      any.




ARTICLE
      V


CONFIDENTIALITY




5.1 Subject
      to the rights of the parties pursuant to the licenses granted in Article II,
      the
      parties agree to receive and hold in confidence the Know-How and Patent Rights
      revealed to Licensee pursuant to this License Agreement. The provisions of
      this
      paragraph shall not be applicable with respect to any portion of the Know-How
      and Patent Rights which:




(a) is,
      or
      shall have been in the possession of disclosee prior to the first disclosure
      by
      discloser thereof to disclosee;









(b)  is,
      or
      through no fault of the disclosee, becomes published or otherwise available
      to
      others or the public under circumstances such that such others or the public
      may
      utilize the Know-How, Patent Rights and Improvements without any direct or
      indirect obligation to Licensor or Licensee;




(c)  is,
      or at
      any time may be, acquired by the disclosee from any third party rightfully
      possessed of the Know-How, Patent Rights and Improvements and having no direct
      or indirect obligation to the discloser with respect to such Know-How, Patent
      Rights and Improvements; or




(d)  is
      necessarily disclosed through the sale of Licensed Products pursuant to this
      License Agreement.




5.2 Licensee
      agrees to protect and safeguard the Know-How and Patent Rights (“Confidential
      Information”) against unauthorized publication or disclosure by the same
      procedures utilized by Licensee in regard to its own Confidential Information,
      and agrees not to use any of the Confidential Information except for such
      purposes and licenses as are authorized and granted by this License Agreement.
      Licensee further agrees that the Confidential Information will be disclosed
      only
      to such of Licensee’s employees, sublicensees, agents, or contractors as have
      need for such Confidential Information in furtherance of the purposes for which
      Licensee is authorized to use it. Licensee will cooperate with Licensor in
      the
      enforcement of any secrecy agreement executed by such persons and will insure
      that all sublicensees, employees, and others to whom Licensee discloses
      Confidential Information executes such a secrecy agreement.




ARTICLE
      VI


INFRINGEMENT
      BY OTHERS; PROTECTION OF PATENTS




6.1 Licensor
      and Licensee shall each promptly inform the other of any suspected infringement
      of any Patent Rights or patented Elected Improvements by a third party, and
      Licensor and Licensee each shall have the right to institute an action for
      infringement of the Patent Rights against such third party in accordance with
      the following procedure:




(a) Licensee
      shall have the right to institute suit in its name. Licensee shall bear the
      entire cost thereof, including attorneys’ fees, and shall be entitled to retain
      the entire amount of the recoveries, if any, whether by judgment, award, decree
      or settlement, subject to Licensor’s right of approval of any provisions
      relating to the validity and/or infringement of any Patent Rights owned by
      Licensor and provided, however, that Licensor shall be paid any back Royalties
      relating to such action. Licensee shall exercise control over such actions;
      provided, however, that Licensor may, if it so desires, be represented by
      counsel of its own selection, the fees for which counsel shall be borne by
      Licensee.




(b) If
      Licensee determines not to institute a suit and in the event that Licensor
      and
      Licensee agree to institute suit jointly, the suit shall be brought in both
      their names, the cost thereof, including attorneys’ fees, shall be borne by
      mutual agreement and in the event the parties cannot reach mutual agreement,
      then the cost thereof shall be borne equally. The recoveries, if any, whether
      by
      judgment, award, decree or settlement, shall be shared in proportion to the
      costs borne by each party. Licensor’s share of the costs of such suit shall be
      deducted, at Licensor’s option, from Royalties payable to Licensor pursuant to
      Article III. Licensor shall exercise control over such actions; provided,
      however, that Licensee may, if it so desires, be represented by counsel of
      its
      own selection, the fees for which counsel shall be borne by Licensee.









(c) In
      the
      absence of agreement to institute a suit jointly and if Licensee determines
      not
      to institute a suit, Licensor may institute suit. Licensor shall bear the cost
      of such litigation including attorneys’ fees and shall be entitled to all
      recoveries, if any, whether by way of judgment, award, decree or
      settlement.




6.2 Should
      either party commence a suit under the provisions of Paragraph 6.1 and
      thereafter elect to abandon the same, it shall give timely notice to the other
      who may, if it so desires, continue prosecution of such suit; provided, however,
      that the sharing of expenses and recovery in such suit shall be agreed upon
      between the parties.




ARTICLE
      VII


TERM
      AND TERMINATION




7.1 This
      License Agreement shall terminate upon the termination of Licensee’s payment of
      Royalties pursuant to this License Agreement, unless sooner terminated as
      provided in this License Agreement.




7.2 Notwithstanding
      anything to the contrary contained in this License Agreement, Licensee shall
      have the absolute right to terminate this License Agreement by notifying
      Licensor in writing, discontinuing sales and paying any Royalties due.




7.3 In
      the
      event Licensee shall commit a substantial breach of any of the provisions of
      this License Agreement, Licensor shall provide written notice of the substantial
      breach to Licensee. If such breach is capable of being remedied or made good,
      Licensee shall have thirty (30) days to remedy or make good such breach. If
      such
      breach is remedied within such time period, this License Agreement shall
      continue in full force and effect. If such breach is not remedied within such
      time period, Licensor may terminate this License Agreement upon ten (10) days
      written notice.




7.4 This
      License Agreement shall automatically terminate if Licensee shall become
      bankrupt, or if a receiver shall be appointed for any of the property or assets
      of Licensee, or if Licensee shall make a general assignment or compromise of
      its
      obligations with its creditors, if Licensee files for bankruptcy protection,
      or
      if the Licensee becomes insolvent, or if the whole or any part of the business
      or shareholdings of Licensee shall be subjected to compulsory acquisition,
      nationalization, or forced sale.




7.5 Licensor
      shall not have the right to cancel this License Agreement for any reason other
      than as provided for under this License Agreement.




7.6 Upon
      termination of this License Agreement pursuant to the foregoing provisions
      of
      this Article VII, the licenses granted hereunder shall terminate, and Licensee
      shall have no duty to pay the Royalties pursuant to Article III. Any Royalties
      accrued but not paid as of the date of such termination shall be paid to
      Licensor within thirty (30) days after such termination.




7.7 Irrespective
      of the existence of an issued and unexpired Patent Rights and upon termination
      of this License Agreement, Licensee may complete and sell any Licensed Products
      and Ancillary Product in the process of production or sale by Licensee at the
      time of termination or for which raw materials for the production have been
      purchased, and may sell any inventory of Licensed Products or Ancillary Products
      produced or sold by Licensee on hand at the time of termination; provided that
      Licensee shall continue to account for and pay Royalties thereon as
      if **** the
      License Agreement had not been terminated. Notwithstanding the above, Licensee
      shall have no right and license to sell Licensed Products or Ancillary Products
      six months after the effective date of the termination of this License
      Agreement.









7.8 Upon
      termination of this License Agreement for any reason, Licensee shall assign
      to
      Licensor all sublicenses granted pursuant to Paragraph 2.2 such that all
      consideration to be paid by sublicensees thereafter will be paid to
      Licensor.




7.9 The
      duties and obligations of the parties pursuant to Paragraphs 3.1, 3.2, 5.1,
      and
      5.2 shall survive any termination of this License Agreement.




ARTICLE
      VIII


ASSIGNMENT
      AND SALE




8.1 Licensor
      agrees not to transfer or assign its interest in this License Agreement without
      the prior written consent of the Licensee. If Licensor transfers this License
      Agreement, the transferor shall be equally bound to Licensor’s obligations to
      the Licensee as defined in this License Agreement.




8.2 In
      the
      event Licensor desires to assign all or any part of its rights, privileges
      and
      interests under this License Agreement, Licensor shall first offer (“Right of
      First Offer”) such assignment to Licensee by notifying Licensee in writing of
      the terms and conditions upon which Licensor would be willing to make such
      an
      assignment; and Licensee shall have the right to acquire said rights, privileges
      and interests of Licensor by accepting the offer in accordance with said terms
      and conditions or equivalent cash. If within fifteen (15) days after receipt
      of
      Licensor’s notice, Licensee advises Licensor of its acceptance of the offer as
      stated in the notice, Licensor agrees to promptly make the assignment to
      Licensee on the stated terms and conditions and shall have an additional thirty
      (30) business days, if the assignment price is less than $1 Million Dollars
      and
      sixty (60) days if the assignment price is over $1 Million Dollars, to pay
      for
      the same with delivery against payment.




8.3 If
      within
      fifteen (15) days after receipt of Licensor’s notice, Licensee does not indicate
      its acceptance of the offer as stated in the notice, Licensor shall thereafter
      have the right, subject to the prior written consent of Licensee, to make the
      assignment to another person, firm or corporation on the same terms and
      conditions as stated in the notice. Should the Licensee not exercise its Right
      of First Offer and should the contemplated assignment not be completed within
      ninety (90) days from the date of Licensor’s notice, or should the terms and
      conditions thereof be altered in any way, this Right of First Offer shall be
      reinstated in any subsequent proposed assignment, or the altered terms and
      conditions for the current transaction, must again be offered by Licensor in
      accordance with the terms of Paragraph 8.2.




8.4 Immediately
      prior to Licensor going into bankruptcy, Licensee shall have a Right of First
      Offer on any of Licensor’s assets at fair market value.




8.5 It
      is
      hereby agreed that prior to sale to a third party contemplated pursuant to
      Paragraphs 8.1 and 8.2 above, the purchaser shall agree to be bound by the
      terms
      of this License Agreement and to assume all of Licensor’s obligations to
      Licensee thereunder.









8.6 Licensee
      shall have the right to transfer and/or assign this License Agreement by
      providing written notice to Licensor, provided that Licensee is in good standing
      under this License Agreement and the transferee or assignee assumes all
      obligations of Licensee to Licensor under this License Agreement.




ARTICLE
      IX


REPRESENTATIONS
      AND WARRANTIES




9.1 Licensor
      hereby represents and warrants to Licensee that it has not heretofore made
      any
      license, commitment or agreement, or will Licensor make any license, commitment
      or agreement for the term of this License Agreement which is inconsistent with
      this License Agreement and the rights granted herein, and that it has full
      and
      complete power and authority to enter into and carry out its obligations under
      this License Agreement and under any agreements and documents which may be
      executed in connection herewith. Licensor represents and warrants that to the
      best of its knowledge, the Patent Rights do not infringe upon the proprietary
      rights or patents of any third party. Licensor represents that to the best
      of
      its knowledge, Licensor is not aware of any regulations or laws in the Territory
      that might presently apply such that the sales potential of any of the Licensed
      Product is limited or reduced through legal violation or potential violation.
      Licensor agrees to indemnify and hold Licensee harmless of any liabilities,
      costs and expenses (including attorneys’ fees and expenses), obligations and
      causes of action arising out of or relating to any breach of the representations
      and warranties made by Licensor herein.




9.2 Licensor
      does not represent and warrant to Licensee that patents will issue or be granted
      on any of the Patent Rights; or that any of the marks associated with the
      Licensed Product are registrable as a trademark; or that any of the Know-How
      is
      copyrightable. Further Licensor does not represent and warrant to Licensee
      that
      any of the Patent Rights have commercial value.




9.3 Licensee
      hereby represents and warrants to Licensor that Licensee is a corporation duly
      organized, validly existing and in good standing under the laws of the state
      of
      Nevada. Licensee further represents and warrants that it has not heretofore
      made
      any license, commitment or agreement, or will Licensee make any license,
      commitment or agreement for the term of this License Agreement which is
      inconsistent with this License Agreement and the rights granted herein, and
      that
      it has full and complete power and authority to enter into and carry out its
      obligations under this License Agreement and under any agreements and documents
      which may be executed in connection herewith. Licensee represents and warrants
      that it is Licensee’s policy not to misappropriate or violate the proprietary
      trade secret or confidential information of third parties. Licensee agrees
      to
      indemnify and hold Licensor harmless of any liabilities, costs and expenses
      (including attorneys’ fees and expenses), obligations and causes of action
      arising out of or relating to any breach of the representations and warranties
      made by Licensee herein.




ARTICLE
      X


PRODUCT
      QUALITY AND PRODUCT LIABILITY




10.1 Licensee
      agrees that the Licensed Products and Ancillary Products will be produced in
      compliance with all federal, state and local laws.




10.2 Licensee
      and/or its sublicensees shall carry product liability insurance in an amount
      commensurate with the risks connected with the production and sale of the
      Licensed Products and Ancillary Products. Such insurance shall name Licensor
      and
      the inventors of the Patent Rights as co-insureds. As proof of insurance,
      Licensee shall submit to Licensor a certificate of insurance naming Licensor
      and
      the inventors of the Patent Rights as insured parties and shall require
      Licensee’s insurer to notify Licensor upon the failure to pay premiums due under
      the policy. This submission shall be made prior to any Licensed Products or
      Ancillary Products being distributed or sold.










10.3 Licensee
      agrees to indemnify and hold Licensor harmless against any and all claims,
      liabilities, losses, expenses, fees, including without limitation attorneys’
      fees, damages, including without limitation amounts of judgment and/or amounts
      paid in settlement or costs (all of the foregoing being collectively called
      “Costs”) incurred by it and arising out of or attributable to the production and
      sale of Licensed Products and Ancillary Products; provided, however, that such
      indemnity shall be null and void as to any cause of action, which can be shown
      by Licensee that Licensor knew or should have known and failed to timely inform
      Licensee of such cause of action. Promptly after receipt of notice of the
      commencement of any action or assertion of any claim against Licensor in respect
      of which indemnification be sought, Licensor shall notify Licensee in writing
      of
      the commencement of such action or assertion of such claim. Upon receipt of
      the
      notice of commencement of suit or assertion of such claim, Licensee shall notify
      Licensor within fifteen (15) days that Licensee shall appear and defend
      (including the sole authority to compromise and settle such claims; provided,
      however, that such settlement or compromise does not affect in any way the
      activities or rights of Licensor) against any such suit or claim at Licensee’s
      expense, with an attorney of its choice. In the event Licensee shall fail to
      give notice of and undertake to appear and defend within such fifteen (15)
      day
      period, then it is hereby expressly agreed that the right to appear and defend
      by Licensee has been waived, and Licensor shall proceed on its sole authority,
      at Licensee’s expense.




ARTICLE
      XI


GENERAL




11.1 Binding
      Agreement .
      This
      License Agreement shall be binding upon the successors and assigns of the
      parties hereto. Nothing contained in this License Agreement shall be construed
      to place the parties in the relationship of legal representatives, partners,
      or
      joint venturers.




11.2 Applicable
      Law .
      This
      License Agreement shall be construed, interpreted and applied in accordance
      with
      the laws of the State of Texas.




11.3 Notices .
      All
      notices, demands or other writings in this License Agreement provided to be
      given or made or sent, or which may be given or made or sent, by either party
      hereto to the other, shall be deemed to have been fully given or made or sent
      when made in writing and deposited in the United States mail, first class,
      postage prepaid, sent certified or registered mail, and addressed to the
      addresses first hereinabove given or at such other address as either party
      hereto may specify by notice given in accordance with this
      paragraph.




11.4 Waiver .
      Each
      party covenants and agrees that if the other party fails or neglects for any
      reason to take advantage of any of the terms hereof providing for the
      termination of this License Agreement, or if, having the right to declare this
      License Agreement terminated, such other party shall fail to do, any such
      failure or neglect shall not be or be deemed or be construed to be a waiver
      of
      any subsequently occurring cause for the termination of this License Agreement,
      or as a waiver of any of the terms, covenants or conditions of this License
      Agreement or the performance thereof. None of the terms, covenants or conditions
      of this License Agreement can be waived except by the written consent of the
      waiving party. Except as otherwise stated herein, each of the parties hereby
      waives any claims which it might have against the other prior to the date of
      execution of this License Agreement.









11.5 Force
      Majeure .
      Neither
      party hereto shall be liable to the other party for failure or delay in the
      performance of any duties or obligations hereunder or in making shipments of
      Licensed Product produced hereunder due to strikes, lockouts, acts of God,
      acts
      of war, fire, flood, explosions, embargo, litigation or labor disputes,
      Government or any other laws and regulations, or any other cause beyond the
      control or without the fault of such party.




11.6 Scope
      of Agreement .
      This
      License Agreement constitutes the entire agreement between the parties
      pertaining to the subject matter hereof.




11.7 Construction .
      The
      parties acknowledge that each party and its counsel have reviewed and revised
      this License Agreement and that the normal rule of construction to the effect
      that any ambiguities are to be resolved against the drafting party shall not
      be
      employed in the interpretation of this License Agreement or any amendments
      or
      exhibits hereto.




11.8 Headings .
      The
      subject headings of the paragraphs of this License Agreement are included for
      purposes of convenience only, and shall not effect the construction or
      interpretation of any of its provisions.




11.9 Counterparts .
      This
      License Agreement may be executed in one or more counterparts, and also executed
      shall constitute one agreement, binding on both parties hereto, notwithstanding
      that both parties are not signatory to the same counterpart.




11.10 Severability .
      If any
      part or parts of this License Agreement are found to be illegal or
      unenforceable, the remainder shall be considered severable, shall remain in
      full
      force and effect, and shall be enforceable.




11.11 Further
      Documents .
      Each of
      the parties shall take all necessary actions, including the execution and
      delivery of all necessary documents or instruments, as may be reasonably
      requested by the other party in order to effectuate the intent of this License
      Agreement.













IN
      WITNESS WHEREOF, the parties hereto have executed this License Agreement in
      duplicate originals, individually, or by their duly authorized officers or
      representatives, as of the date of the last party to execute this License
      Agreement.




LICENSORWITNESS:________________________________
            By:
            /s/Malcolm
                Glen Kertz
              Date:______________




LICENSEE: 
              MK ENTERPRISES LLCWITNESS:________________________________
            By:
            /s/Perry
                A. Martin, President
              Date:______________













**EXHIBIT
      “A”**




**LICENSED
      PRODUCTS**






**Licensed
                Product One**
            **DUST
                WOLF**


The
      duster is a simple device that fits on the end of most standard vacuum cleaners.
      It uses the negative pressure of the incoming air to drive a rotating brush
      that
      is covered with soft bristles. The alignment of the brush is such that upon
      each
      rotation of the brush, the bristles move across the air import vent that runs
      the length of the brush. Using the vacuum power, this cleans the brush on each
      rotation and prevents the spread of dust to surrounding areas. The brush is
      driven by an impeller mounted in the base of the Dust Wolf just above the
      connection port that goes to the vacuum cleaner hose. The incoming rush of
      air
      drives the impeller and thus turns the brush. The length of the brush is
      designed to allow the Dust Wolf to easily clean a large surface, specifically
      several mini-blind blades at a time.




**Licensed
                Product Two**
            **SONIQUE**


Sonique
      is a sonic skin care system with various attachments that facilitates personal
      hygiene. It utilizes specific ultrasonic frequencies to vibrate a cleaning
      head
      at the end of the device. This ultrasonic vibration has many beneficial effects
      on the skin’s surface that can be enhanced through the use of different
      attachments, i.e. deep-seated soil can be brought to the surface, dead skin
      can
      be exfoliated and the skin can be rejuvenated. The system is operated on a
      rechargeable battery that is built into the unit.




**Licensed
                Product Three**
            **TOMORROW
                GARDEN**


The
      Tomorrow Garden (TG) and associated Plant Tissue Culture (PTC) Process result
      in
      a kit designed to take advantage of PTC and offer, direct to the consumer,
      an
      easy to use kit featuring plants not readily available in the marketplace.
      These
      plants are of a guaranteed superior quality and have significantly improved
      “Fresh Life” span. PTC or ‘micro-propagation’ is a laboratory process that
      allows for the rapid production of mass quantities of genetically identical
      plants. This process removes the randomness of genetics by using the plant’s own
      cells that already exhibit the identified desirable traits. The Tomorrow Garden
      Kits are multi-plant packages (typically 6 packs) arranged in pre-selected
      themes i.e. Italian herbs, pet plants, African violets, etc. to suit the
      client’s preferences.




**Licensed
                Product Four**
            **ELECTRONIC
                PLANT STIMULATOR**


The
      invention relates to the electronic stimulation of plant development. More
      particularly, it relates to the stimulation of plant development through
      electrifying the environment around a plant or part of a plant with an
      electrical field, preferably a pulsed field. The invention also relates to
      an
      electronic method of stimulating the active membrane transport systems of
      growing plants and harvested plant products in order to promote growth and
      extend the shelf life of harvested material. The invention is of particular
      interest as it relates to shipment and marketing of cut flowers, greens and
      trees and more particularly to methods and apparatus for handling, shipping,
      and
      marketing of cut flowers.













**EXHIBIT
      “B”**




**PATENT
      RIGHTS**




Dust
      Removal Device, US App No 60/687,152, filed June 3, 2005.




Ultrasonic
      Skin Cleaner, US App No 10/890,041, filed 7/13/04




Ultrasonic
      Skin Cleaner, PCT No PCT/US04/22476, filed 7/14/04