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Exhibit 2
                         TECHNOLOGY LICENSE AGREEMENT
                           [For Non-Pneumatic Tire]

     THIS TECHNOLOGY LICENSE AGREEMENT (this "Agreement") is entered into the 
19th day of August, 1997, between DENNIS S. CHROBAK, an individual, and 
RICHARD A. STEINKE, an individual (hereinafter "Licensors")  and AMERICAN TIRE 
CORPORATION, a Nevada corporation (hereinafter "Licensee"). 

     It is expressly and mutually warranted and agreed that Dennis S. Chrobak 
(hereinafter "Chrobak") and Richard A. Steinke (hereinafter "Steinke"), 
individually and/or collectively are the inventors of an apparatus and method 
for manufacturing an item from polyurethane foam (the "Technology" as defined 
in section 2(f) below), and are the direct beneficiaries to this Agreement in 
its totality and to all material provisions hereof with full legal rights to 
protect and enforce any expressed or implied rights or interests herein.

     It is expressly and mutually warranted and agreed that this Agreement 
supercedes that prior Technology License Agreement entered into the 27th day 
of October, 1995, between AMERICAN MOBILITY SYSTEMS, INC., a  Nevada 
corporation, of which Chrobak and Steinke were third-party beneficiaries.

                                  Premises

     A.  Licensors are the owner of certain technology, proprietary data, and 
know-how relating, in general, to a certain new and useful invention relating 
to an apparatus and method for molding items formed from a resinous material 
(i.e., polyurethane) known as  "non-pneumatic tire technology," for which an 
application for United States Letters Patent has been filed.

     B.  Licensee desires to utilize such technology on the terms and 
conditions set forth in this Agreement.

                                 Agreement

     NOW, THEREFORE, based on the foregoing premises and for and in 
consideration of the covenants and agreements hereinafter set forth and the 
mutual benefits to the parties to be derived therefrom, it is hereby agreed as 
follows:

     1.  Incorporation of Premises.  The foregoing premises are incorporated 
herein by this reference.

     2.  Certain Definitions.  The following defined terms have the stated 
meaning as used herein:

     (a)  Confidential Information.  "Confidential Information" as used herein 
shall mean information in the possession of a party which is held and treated 
by such party as proprietary or trade secret information and not disclosed to 
the trade or public by such party.  Confidential Information shall not include 
information (i) which is known to the receiving party at the time of 
disclosure by the disclosing party, (ii) which after disclosure by the 
disclosing party to the receiving party is received by the receiving party 
from another who, with respect to the disclosing party, has the right to 
disclose such information, or (iii) which is available to the public or 
subsequently becomes available to the public through no breach of obligations 
of confidence and trust by the receiving party to the disclosing party.
PAGE
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     (b)  Improvements.  The term "Improvements" means any material, 
composition, organism, process, data, or information which is developed from, 
utilizing, or based upon the Technology, which modifies, enhances, or improves 
any Product(s) or Process(es), as hereinafter defined, which is part of the 
Technology.

     (c)  Patent Rights.  The term "Patent Rights" shall mean all United 
States patents and foreign patents and applications for patent, including 
continuing and divisional and other patent applications derived therefrom, in 
this or any country in the world which  have been filed or granted or which 
may be filed or granted which describe and claim or are based upon all or part 
of the Technology, including such Improvements as become subject to this 
Agreement, including, but not limited to, any and all patents granted on or 
respecting the application for United States Letters Patent, Serial No. 
08/562,838 "Apparatus and Method for Manufacturing an item from a Polyurethane 
Foam" filed  with the United States Office of Patents and Trademarks, 
respecting an invention by Richard A. Steinke, Dennis S. Chrobak, and Vincent 
Panaroni for the Technology (the "Patent Application").

     (d)  Process(es).  The term "Process(es)" shall mean any formulation(s), 
composition(s), or combination(s) of compositions based upon or manufactured 
or used in accordance with the Technology.

     (f)  Technology.  The term "Technology" shall mean all scientific and 
technical data and all information and know-how related to the inventions and 
developments relating  to an apparatus and method for molding items formed 
from a resinous material (i.e., polyurethane) known as  "non-pneumatic tire 
technology," including, but not limited to, all information and know-how 
relating to the Patent Application, whether or not any such inventions or 
developments are patentable, including, but not limited to, the formulas, 
methods, processes, procedures, experimental data, disclosures, reports, 
findings, ideas, and trade secrets.  Technology includes all Improvements, 
Patent Rights, Products, Processes, and Confidential Information as described 
herein.

     3.  License.  Licensor hereby grants, and Licensee hereby accepts, an 
exclusive license to use, sell, license, or otherwise exploit the Technology, 
and any and all Improvements, Processes, Products, and Confidential 
Information related thereto, in the World-wide territory and on the conditions 
herein set forth, subject to the obligation of Licensee to pay a Royalty as 
provided below, including specifically, but without limitation, the right to 
sublicense others under the rights granted hereunder, to likewise sue, sell, 
sublicense, or otherwise exploit the Technology and any and all Improvements, 
Processes, Products, and Confidential Information related thereto and to 
disclose Confidential Information to sublicensees to the extent sublicenses 
requires to effectively enjoy the rights of such sublicenses.

     4.  Territory of Licensee.  As used herein, the term "World-wide 
Territory" of the Licensee shall refer to all territories, countries, 
principalities, and kingdoms collectively referred to as the "Earth."

     5.  Marketing by Licensee.  Licensee shall devote its time and best 
efforts to market, promote, and exploit the Technology in a effort to foster 
its commercialization and use.

     6.  Term.  Unless earlier terminated by the mutual agreement of the 
parties or pursuant to another provision of this Agreement, this Agreement 
shall continue in full force and effect and shall have a term expiring on the
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last date of expiration of any patent included in the Patent Rights.  If 
however, the Licensee fails to market, promote, and otherwise exploit the 
Technology so that Chrobak has not received any royalty payment as provided 
under paragraph 9 of this Agreement within 24 months of the date hereof, this 
Agreement shall automatically terminate, without further notice from Licensor 
to the Licensee.

     7.  Additional Technology.  It is anticipated that Licensors may from 
time to time develop additional technology.  In the event Licensors desires to 
market, distribute, or otherwise exploit any additional technology relating to 
the manufacture of a non-pneumatic tire that is not included within the above 
defined Technology (the "Additional Technology") in the World-wide Territory 
of Licensee, Licensors shall provide Licensee with a written notice (the 
"Initial Notice") setting forth full details concerning the Additional 
Technology, and Licensee shall have the exclusive right and option to have the 
Additional Technology made subject to this Agreement at any time during a 
period of 90 days following the date such Initial Notice is given.  Licensee 
can exercise such option by delivery of a notice of its intent to do so within 
the option period.  If Licensee does not exercise its option within the 
prescribed period, Licensor shall be entitled to enter into any agreement 
respecting the Additional Technology within the World-wide Territory of 
Licensee with any other entity.  If Licensee is granted rights to Additional 
Technology, such rights shall be subject to all the terms and provisions of 
this Agreement and the Additional Technology shall be treated as Technology 
under this Agreement.

     8.  Testing.  Either party may from time to time undertake testing and 
development in the World-wide Territory of the Technology or Additional 
Technology, and either party undertaking such testing shall make the results 
of such testing and development fully available to the other.

     9.  Royalty.  During the term of this Agreement, Licensee shall pay to 
Chrobak a Royalty (the "Royalty") in the amount of twelve and one-half cents 
($0.125) for each unit sold by Licensee (or its sublicensees'), which was 
produced utilizing the Technology.  Such Royalty shall be due and payable 45 
days after the close of each calendar quarter.  Licensee shall provide to 
Chrobak a written statement of production, presented in sufficient detail to 
permit verification of the Royalty due.  Such written statement shall be 
certified as accurate by an officer or authorized agent of Licensee.  Licensee 
shall maintain accurate books and records for the same which shall be made 
available to Licensors, on reasonable notice, for inspection and audit by 
Licensor or its representative.  In the event that Licensors cause such books 
and records to be audited and such audit establishes that Licensee did not pay 
Chrobak the full amount of Royalty actually due Chrobak, Licensee shall pay 
Chrobak the additional amount owned within 30 days after demand.  In addition, 
if such audit establishes that Licensee has underpaid Licensor for Royalty 
owed by 5% or more, Licensee shall reimburse Licensors for the full cost of 
such audit.  The amount of Royalty not paid Chrobak when due shall bear 
interest at an annual rate of interest equal to two percentage points above 
the prime rate quoted for international money center banks in the Wall Street 
Journal on the day the payment was due.  As used herein "Units Sold" shall not 
include (a) any Units returned (b) any Units utilized for testing purposes; 
and (c) any Units used for promotional purposes.  As used herein, "Royalty" 
shall be applicable to any Unit sold for cash or cash equivalent. Steinke 
shall not receive a Royalty under this Agreement.

     10.  Documentation and Technical Assistance.  Licensors shall at their 
own cost provide Licensee with available written technical information and
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know-how in its possession, and shall stand ready, at the request and expense 
of Licensee, to disclose know-how and technology known to Licensors respecting 
the Technology and, at the request and expense of Licensee, and within 
reasonable time and resource constraints, provide technical and scientific aid 
and assistance to assist Licensee in the development of the Licensed 
Technology.  Licensors' charges to Licensee for such technical assistance 
shall not exceed Licensors' cost of providing the same.

     11.  Documentation and Confirmation of Rights.  Licensors shall, upon 
request of and at the expense of Licensee, execute such documents and take 
such actions as are necessary and proper to evidence the rights granted 
hereunder to Licensee.

     12.  Authority and Reservation of Rights to Licensor

     (a)  Authority.  Licensors represent and warrant to Licensee that they 
owns the Technology free and clear of any and all liens, claims, encumbrances, 
royalty interests, or other charges; that they has full legal power to grant 
the rights to Licensee as set forth in this Agreement; that they have not made 
and covenants that they will not make any commitment to others inconsistent 
with such grant; that they are not aware of any third party (including without 
limitation any university, research foundation, or institute) who holds from 
or under Licensors directly or indirectly any rights to or under the 
Technology which would preclude Licensors from granting to Licensee all rights 
purportedly granted to Licensee hereunder.

     (b)  Reservation of Rights.  Licensors  reserve the right to use the 
Technology in the course of its research, but shall not have the right to 
exploit the same commercially or to license others to make, use, or sell the 
same with the World-wide Territory of Licensee.  Further provided that in the 
event the territorial exclusivity or period of exclusivity of the license 
granted hereunder is limited by applicable laws and regulations concerning 
government rights pertaining to the subject matter hereof, or by the action, 
laws, or regulations of any government, the license granted hereunder shall 
not terminate, but shall remain exclusive to the extent permitted by such 
government action and shall become nonexclusive to the extent necessary to 
conform to applicable laws and regulations.

     13.  Patent Applications and Prosecution.  Licensors shall, at their own 
cost and expense, apply for and prosecute applications for United States and 
foreign patents as the Licensee may from time in writing designate to 
Licensors.  Licensors shall control and direct the filing and prosecution of 
such applications for patent and maintenance of such patents through a 
registered patent lawyer of Licensor's choosing who shall (unless Licensors 
and Licensee agree otherwise) be instructed to obtain the maximum available 
valid patent protection.  Licensors shall seek prompt examination of all such 
applications for patent in all countries in which application for patent is 
made, keep Licensee, or such patent attorney as Licensee may designate, 
informed as to all activities respecting such applications for patents and 
regularly provide copies of all documents and correspondence respecting such 
applications for patent to Licensee, or its designee, and give full weight and 
due consideration to information and requests from Licensee respecting such 
patents and applications.  Licensee shall have the right to authorize the 
abandonment of such patents or applications, provided, however, that Licensors 
shall have the right, but no obligation, to assume prosecution and/or 
maintenance of the same.  Licensors may, but shall not be required to, file, 
prosecute, or maintain applications of patent and patents in countries in 
which Licensee does not elect for filing.  Licensors do not represent or
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warrant (i) that any patent applications will issue into a patent, (ii) that 
should a patent issue and be licensed hereunder that such patent will be 
valid, or (iii) that the sale of the Technology will not infringe the patent 
rights of third parties.

     14.  Disclosure of Improvements.  Licensors shall keep Licensee fully 
informed as to Improvements made by Licensors and shall promptly comply with 
the obligations of section 10 in providing technical assistance respecting the 
same.

     15.  Litigation.

     (a)  Licensee shall have the first right to sue any infringer of any 
patent licensed hereunder, at its own expense in the name of Licensors, if 
necessary, and Licensors agree to join in such suit at Licensee's expense and 
to execute any necessary papers for such suit.  If Licensee fails within a 
reasonable time to sue such infringer, Licensors shall have the right to file 
and maintain, at their own expense, such suits for infringement; however, 
nothing in this Agreement shall obligate Licensors to assume any 
responsibility or liability respecting any action or possible action for 
infringement.

     (b)  Any sum recovered in such suit or in settlement thereof shall be 
used first to reimburse Licensee and Licensors, pro rata, for all direct 
out-of-pocket costs and expenses of every kind and character, including 
attorneys' fees, expert witness fees, court costs, and the like incurred in 
the prosecution of any suit.  For this purpose, cost and expenses paid from 
Royalty withheld by Licensee pursuant to this section of this Agreement shall 
be considered to have been incurred by Licensors pursuant to this paragraph of 
this Agreement.  If, after such reimbursement, any funds shall remain from 
such recovery, such funds shall, at the option of Licensee, be divided with 
Licensors, pro tanto in lieu of Royalty on infringing sales at one-half the 
rates specified in section 9 of this Agreement.

     (c)  During any time Licensee is engaged in an infringement action 
involving an allegation that any patents licensed hereunder are infringed, 
Licensee shall be entitled to withhold up to one-half of all Royalty otherwise 
payable to Chrobak under section 9 of this Agreement as may be necessary to 
offset expenses of such action.  Upon termination of the litigation, any 
balance of the withheld one-half remaining after payment of Licensee's 
expenses shall be paid promptly to Chrobak.

     16.  Defense of Licensed Rights.  Licensors shall not be obligated to 
defend or save harmless Licensee against any suit, damage, claim, or demand 
based on actual or alleged infringement of any patent or trademark or any 
unfair trade practice resulting from the use or exercise of the rights or 
license granted hereunder; but shall cooperate fully with Licensee, at 
Licensee's cost and expense, in the defense of any such suit, claim, or demand 
and shall provide expert testimony at reasonable times and for reasonable 
periods without cost, except that Licensee shall pay travel, lodging, and 
related expenses actually incurred in providing such testimony.

     17.  Product Liability.  Licensee and Licensors recognize that the 
Technology is not developed to the point of practical application and that 
safety and efficacy have not been established; accordingly, it shall be the 
responsibility of Licensee to assure that environmentally and legally 
acceptable standards respecting safety and efficacy are complied with 
respecting the Technology, and Licensee shall hold, and require in all
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sublicenses that sublicensees hold, Licensor harmless from all liability, 
costs, and fees relating to any claim, demand, or suit and the defense thereof 
arising from the use, sale, or license of the Technology.  Licensors shall use 
their best efforts to verify the accuracy of the information furnished to 
Licensee, but Licensors shall not be liable for damages arising out of or 
resulting from any information or substance(s) made available to Licensee 
hereunder or the use or application thereof nor, shall Licensor be liable to 
Licensee for consequential damages under any circumstances, other than breach 
of its warranty that it has the full right to enter this Agreement.

     18.  Default.  Upon the occurrence and during the continuance of any one 
or more of the events hereinafter enumerated, Licensors may forthwith or at 
any time thereafter during the continuance of any such event, by notice in 
writing to Licensee, terminate this Agreement, such events being as follows:

     (a)  Default in the payment of any Royalty or other amount due hereunder 
when the same shall become due and payable, unless cured with 30 days after 
the notice thereof by Chrobak to Licensee;

     (b)  Default in the due observance or performance of any other covenant 
or obligation contained in this Agreement, unless observed or performed with 
30 days after notice thereof by Licensors to Licensee; provided, that if 
compliance is not reasonably practicable within 30 days, default shall occur 
upon failure within said 30 days to take steps that will produce compliance as 
soon as is reasonably practicable;

     (c)  Licensee shall file a voluntary petition in bankruptcy or a 
voluntary petition seeking reorganization, or shall file an answer admitting 
the jurisdiction of the court and any material allegations of any involuntary 
petition filed pursuant to any act of Congress relating to bankruptcy or to 
any act purporting to be amendatory thereof, or shall be adjudicated bankrupt, 
or shall make an assignment for the benefit of creditors, or shall apply for 
or consent to the appointment of any receiver or trustee for Licensee, or of 
all or any substantial portion of its property; or Licensee shall make an 
assignment to an agent authorized to liquidate any substantial part of its 
assets; or

     (d)  An order shall be entered pursuant to any act of Congress relating 
to bankruptcy or to any act purporting to be amendatory thereof approving an 
involuntary petition seeking reorganization of Licensee, or an order of any 
court shall be entered appointing any receiver or trustee of or for Licensee, 
or any receiver or trustee of all or any substantial portion of the property 
of Licensee, or a writ or warrant of attachment or any similar process shall 
be issued by any court against all or any substantial portion of the property 
of Licensee, and such order approving a petition seeking reorganization or 
appointing a receiver or trustee is not vacated or stayed, or such writ, 
warrant of attachment, or similar process is not released or bonded within 60 
days after its first entry or levy.

     19.  Termination.  In the event of termination of the license rights 
granted hereunder for any reason(s) whatsoever, all options granted Licensee 
hereunder shall also automatically terminate; and:

     (a)  All obligations of confidentiality shall remain in full force and 
effect for the full term of this Agreement;

     (b)  Licensee shall return, deliver, and assign to Licensors all written 
records containing know-how, notebooks, reports, data, applications for
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approval, approvals and all writings, including magnetically recorded writings 
or legible and readable copies thereof which relate to or describe the 
manufacture, use, sale, or characteristics of the Technology which are in its 
possession, custody, or control;

     (c)  Licensee shall not grant any third-party any right to the Technology 
after termination of the license hereunder;

     (d)  All sublicenses granted hereunder shall inure to the benefit of 
Licensors and Licensor shall become the licensor with respect to the same.  
Such sublicenses shall continue according to the terms thereof and Licensors 
shall be entitled to all consideration and Royalty from the sublicensee 
therein.  Licensee shall make such assignment of such sublicenses and execute 
all documents necessary and proper to substitute Licensors as the licensors 
therein.

     20.  Patent Marking.  Licensee agrees that it shall provide the necessary 
legal patent marking required for the country for which the Technology covered 
by Patent Rights are made or sold, provided that Licensors shall have advised 
Licensee regarding the same.

     21.  Confidentiality.  Each party agrees that any Confidential 
Information disclosed to it by the other in writing and marked confidential 
(or in the case of any oral disclosure, subsequently confirmed in writing and 
marked confidential) shall be held in confidence for five years after 
disclosure, notwithstanding any prior termination of this Agreement, and shall 
not use the same other than as to the extent permitted under this Agreement.

     22.  Non-warranted Matters.  Nothing contained in this Agreement shall be 
construed as a warranty or representation by Licensor (i) as to the validity 
or scope of Licensors' Patent Rights, (ii) as to whether any manufacture, use, 
or sale hereunder will be free from infringement of any patents owned or 
controlled by any third party, or (iii) as to efficiency or efficacy of the 
Technology.

     23.  Notices.  All notices, demands, requests, or other communications 
required or authorized hereunder shall be deemed given sufficiently if in 
writing and if personally delivered; if sent by facsimile transmission, 
confirmed with a written copy thereof sent by overnight express delivery; if 
sent by registered mail or certified mail, return receipt requested and 
postage prepaid; or if sent by overnight express delivery:

If to Licensor, to:  Dennis S. Chrobak
                     2914 Silver Lake Blvd.
                     Silver Lake, OH 44224
                     Fax:  (216) 929-5305

If to Licensee, to:  American Tire Corporation
                     Attn.: Richard A. Steinke, C.E.O.
                     1643 Nevada Highway
                     Boulder City, NV  89005
                     Fax: (702) 294-3873

or such other addresses and facsimile numbers as shall be furnished in writing 
by any party in the manner for giving notices hereunder, and such notice, 
demand, request, or other communication shall be deemed to have been given as 
of the date so delivered or sent by facsimile transmission, three days after 
the date so mailed, or one day after the date so sent by overnight delivery.

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     24.  Attorneys' Fees.  In the event that any party institutes any action 
or suit to enforce this Agreement or secure relief from any default hereunder 
or breach hereof, the breaching party or parties shall reimburse the 
nonbreaching party or parties for all costs, including reasonable attorneys' 
fees, incurred in connection therewith and in enforcing or collecting any 
judgment rendered therein.

     25.  Specific Performance.  The parties acknowledge that the rights in 
this Agreement are extraordinary and unique, and that remedies at law may be 
inadequate to compensate the parties for the breach or threatened breach of 
the terms and conditions of this Agreement.  The parties consent to the 
granting of equitable relief, including specific performance or injunction, 
whether temporary, preliminary, or final, in favor of the other party without 
proof of actual damages.

     26.  Third-Party Beneficiaries.  Licensors and Licensee are intended 
beneficiaries of this Agreement and the consummation of the transactions in 
accordance with this Agreement.  No director, officer, stockholder, employee, 
agent, independent contractor, or any other person or entity shall be deemed 
to be a third-party beneficiary of this Agreement.

     27.  Entire Agreement.  This Agreement and the exhibits hereto represent 
the entire agreement between the parties relating to the subject matter 
hereof.  All negotiations and all other previous agreements between the 
parties, whether written or oral, have been merged into this Agreement, and 
this Agreement and the documents delivered in connection with the consummation 
hereof fully and completely express the agreement of the parties relating to 
the subject matter hereof.  There are no other courses of dealing, 
understandings, agreements, representations, or warranties, written or oral, 
except as set forth herein.

     28.  Counterparts.   This Agreement may be executed in multiple 
counterparts, each of which shall be deemed an original and all of which take 
together shall be but a single instrument.

     29.  No Assignment.  This Agreement cannot be assigned in whole or in 
part by one of the parties without the prior written consent of all parties to 
this Agreement.

     30.  Amendment or Waiver.  Every right and remedy provided herein shall 
be cumulative with every other right and remedy, whether conferred herein, at 
law, or in equity, and such remedies may be enforced concurrently, and no 
waiver by any party of the performance of any obligation by the other shall be 
construed as a waiver of the same or any other default then, theretofore, or 
thereafter occurring or existing.  This Agreement may be amended by a writing 
signed by all parties hereto, with respect to any of the terms contained 
herein, and any term or condition of this Agreement may be waived or the time 
for performance thereof may be extended by a writing signed by all parties to 
be charged therewith.

     Dated as of the year and date first above written.

                                          LICENSORS:
                                          /S/Dennis S. Chrobak
                                          /S/Richard A. Steinke

                                          LICENSEE:
                                          AMERICAN TIRE CORPORATION,
                                           a Nevada corporation
                                          By:/S/Richard A. Steinke
                                          Its Duly Authorized Officer