**Exhibit
      10.1**





**PATENT
      LICENSE AGREEMENT**





**License
      Number:** **00-1001R** **Amendment
      Four**








THIS
      AGREEMENT by and between *Honeywell
      Federal Manufacturing & Technologies, LL* C.
      (hereinafter “Honeywell”), a corporation organized and existing under the laws
      of the State of Delaware and having a place of business at 2000 East
      95 th Street,
      P.O. Box 419159, Kansas City, Missouri 64141-6159, and *Itec
      Environmental Gro* up (hereinafter “Licensee”), a corporation organized and existing under the laws of
      the State of Delaware and
      having a place of business at *PO
      Box 760, Riverbank, CA 95364*








WHITNESSETH:





WHEREAS,
      Honeywell, pursuant to *Contract
      No. DE-AC04-01AL66850* (hereinafter “Prime Contract”) with the United States Government, as represented
      by the Department of Energy (Hereinafter “DOE”) has developed and /or obtained
      rights to Proprietary Rights, subject to the DOE nonexclusive, nontransferable,
      irrevocable, paid-up license for the United states Government and certain
      march-in rights and any other conditions of waivers granted by the DOE;
      and





WHEREAS,
      Licensee desires to obtain an exclusive right in a limited field of use in
      the
      Proprietary Rights.





NOW
      THEREFORE, in consideration of the foregoing premises, covenants, and agreements
      contained herein, Honeywell and Licensee (collectively the “Parties”) hereto
      agree to be bound as follows:




1. Definitions


1.1 “Proprietary
      Rights” shall mean the patents and applications listed in Exhibit A, which is
      attached to and incorporated into this Agreement. The Parties agree to
      periodically update Exhibit A as new patent applications are filed and/or
      applications issue.


1.2 “Products”
      shall mean any and all products manufactured, used, sold, or transferred by
      Licensee covered by one or more claims of the Proprietary Rights.


1.3 “Services”
      shall mean any and all services provided which utilize the methods encompassed
      in one or more of the claims of the Proprietary Rights.


1.4 “Gross
      Sales” shall mean the total amounts invoiced to purchasers during the accounting
      period in question for products and/or services sold by Licensee. Gross Sales
      in
      the case of Products used or transferred or Services performed shall mean the
      total amounts invoiced for such products or Services, but not less than fair
      market value of products and/or services as if they were sold to an unrelated
      third party in similar quantities. Gross Sales shall exclude sales tax or
      similar tax shown on the invoice to be paid by buyer to Licensee.





2. Grants


2.1 Subject
      to the terms and conditions of this agreement, Honeywell hereby grants to
      Licensee an *exclusive*,
      nontransferable, worldwide license to practice the methods and to make, use,
      and
      sell, the products and/or Services covered by the Proprietary Rights limited
      to
      the field of use described in U.S. Patent #5,711,820, and other patents or
      applications as listed in Exhibit A, and specifically, separating, removing
      and
      cleaning all contaminants, including all forms of oil, from synthetic resin
      material (especially all forms of plastic) using a first stage organic solvent
      system and a second stage carbon dioxide system, where the organic solvent
      is
      utilized for removing the contaminants from the synthetic resin material.
      Honeywell grants no license, either expressed or implied, to Licensee hereunder
      with respect to any patent or information except as specifically provided
      herein.




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2.2 No
      license, either expressed or implied, is granted hereunder to use as a trademark
      or otherwise the words “Honeywell” or any other trademark or product name of
      Honeywell or any word or mark similar thereto unless otherwise specified
      herein.


2.3 Licensee
      may indicate the products are made under license from Honeywell by suitable
      legend, if the form of such legend and the extent of Licensee’s use thereof have
      received prior written approval of Honeywell. Honeywell may amend or revoke
      prior approvals to use such legends at any given time during the term of this
      Agreement, and all rights to use such legends shall terminate with this
      Agreement.





3 . Sublicensing
      Rights and Obligations




3.1 Honeywell
      also grants to the licensee, so long as licensee retains its exclusive rights
      in
      the field of use defined in Paragraph 2.1, to sublicenses to Affiliates, Joint
      Ventures, or other third parties to make, use, sell, import, and have made
      for
      Licensed Products using Licensed Services in the United States and other
      countries. For the avoidance of doubt, Affiliates Joint Ventures and Third
      Parties shall have no licenses under this Agreement unless such Affiliates,
      Joint Ventures and Third Parties are explicitly granted a sublicense under
      the
      Agreement..


3.2 Licensee
      must include in any sublicense all the rights and obligations due Honeywell
      and
      the Government set forth in this Agreement.


3.3 Licensee
      must require sublicensees to provide it with copies of all progress reports
      and
      royalty reports in accordance with the provisions of this Agreement, and the
      Licensee will collect and deliver to Honeywell all such reports due from
      sublicensees.


3.4 Licensee
      must include in all sublicenses the notice that upon termination of this
      Agreement for any reason, Honeywell, at its sole discretion, will determine
      whether any or all sublicenses will be cancelled or assigned to Honeywell.


3.5 The
      Licensee will notify Honeywell of each sublicense granted hereunder and provide
      Honeywell with a complete copy of each executed sublicense within thirty (30)
      days of issuance of the sublicense.


3.6 For
      the
      purpose of this Agreement, the operations of all sublicensees shall be deemed
      to
      be the operations of the Licensee, for which the Licensee shall be responsible.


3.7 In
      the
      event the Honeywell and the Licensee each own an undivided interest in any
      patent or patent applications included in the Proprietary Rights licensed
      hereunder, the Licensee will not separately grant a license to an third party
      under its rights without concurrently granting a license under Honeywell rights
      on the terms and conditions described in this Article 3.


3.8 Honeywell
      will notify Licensee if Honeywell is approached by a third party seeking a
      license to make, use, or sell Licensed Products in Licensee’s Field of Use
      because commercial demand is not being met. Licensee will negotiate in good
      faith with that third party to grant a sublicense for any licensed patents
      in
      the market for which Licensee and existing sublicenses are not meeting
      commercial demand. The determination to grant a sublicense may be based on
      Licensee’s business interests. Licensee will provide Honeywell with
      justification for denying any such sublicense.





4.  Consideration


4.1 In
      consideration of the rights and licenses granted in this Agreement, Licensee
      and
      its sublicensees agree to the applicable provisions of Exhibit B and Exhibit
      C
      attached and incorporated into this Agreement


4.2 No
      royalties shall be owed on any Products sold to Honeywell, Federal Manufacturing
      & Technologies.


4.3 No
      earned
      royalties will be collected or paid hereunder to Honeywell on Licensed Products
      or Licensed Services Sold to the account of the U.S. Government. Licensee and
      its sublicensees will reduce the amount charged for Licensed Products or
      Licensed Services Sold to the U.S. Government by an amount equal to the royalty
      for such Licensed Products or Licensed Services otherwise due Honeywell.
      Licensee will provide Honeywell with U.S. Government contract numbers and a
      written statement by Licensee’s contracting officer that Sale of Licensed
      Products to the U.S. government were reduced by the same amount of royalty
      due
      Honeywell.




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4.4 Upon
      termination of this Agreement for any reason whatsoever, any royalties that
      remain unpaid shall be properly reported and paid to Honeywell within thirty
      (30) days of any such termination.


4.5 Payment
      of royalties due shall be made during the month following the calendar
      quarter covered
      thereby in U.S. Dollars, payable to the order *of
      Honeywell Federal Manufacturing & Technologies LLC* .,
      pursuant to the report to be transmitted in accordance with section 5 below.
      All
      amounts paid in USA currency are to be calculated at the official rate of
      exchange on the last day of the calendar quarter for which payment is due,
      or if
      more than one rate of exchange is available, then at the most favorable rate
      to
      Honeywell for such day.


4.6 Any
      and
      all funds or financial receivables owed to Honeywell by the Licensee under
      this
      Agreement that remain overdue for a period of 90 days or more after date of
      invoice shall be declared delinquent, and Honeywell shall have the right, but
      not the obligation, to refer any or all such delinquent receivables to any
      collection agency or agencies for collection according to whatever DOE
      procedures, rules and requirements are then in effect for overdue or delinquent
      collections.


4.7 In
      the
      event of a sublicense, consideration owed to Honeywell will be paid to Honeywell
      on or before the due date of the royalty report applicable to the quarter in
      which consideration was due and owing to the Licensee under the sublicense.
      The
      Licensee will collect from the sublicensee and will pay to Honeywell all fees,
      royalties, and cash equivalent of any consideration due Honeywell.





5  Records
      and Reports


5.1 Licensee
      agrees to keep adequate and sufficiently detailed records of utilization of
      the
      Proprietary Rights to enable royalties payable hereunder to be determined and
      to
      make such records available for inspection by authorized representatives of
      Honeywell at any time during the regular business hours of Licensee. Licensee
      agree that any additional records of Licensee, as Honeywell may reasonably
      determine are necessary to verify the utilization of proprietary Rights, shall
      also be maintained during and for a minimum of three (3) years following
      termination of this Agreement.


5.2 Within
      thirty (30) calendar days after the close of each calendar quarter during the
      term of this Agreement, Licensee shall furnish Honeywell a written report
      providing:


(a)
            a
                list of all separately identifiable types (i.e. model numbers or
                equivalent) of Products sold, leased or otherwise utilized, or Services
                rendered,


(b)
            the
                quantity of each type of product or
                service,


(c)
            the
                Gross sales for each type of product or
                Service,


(d)
            sales
                to any U.S. governmental agency


(e)
            a
                separate report shall be prepared for each country in which Products
                or
                Services are sold,


(f)
            amount
                of royalties due in U.S. Dollars for the preceding calendar quarter
                pursuant to the provisions hereof.





6 Technical
      Assistance


6.1 Honeywell
      agrees, upon the written request of Licensee, to assist Licensee in obtaining
      necessary approvals for technical assistance at Honeywell’s facilities under
      appropriate agreements. The cost of such technical assistance shall be paid
      by
      the Licensee.





7 Patent
      Provisions


7.1 Licensee
      shall place appropriate patent notices on Products which incorporate any
      invention covered by any licensed Proprietary Rights.


7.2 In
      the
      event that Honeywell or the Licensee learns of infringement of potential
      commercial significance of any patent licensed under this Agreement, the
      knowledgeable party will provide the other ( i ) with written notice of such
      infringement and ( ii ) with any evidence of such infringement available to
      it
      (an “Infringement Notice”). During the period in which, and in the jurisdiction
      where, the Licensee has exclusive rights under this Agreement, neither Honeywell
      nor the Licensee will notify a third party (including the infringer) of
      infringement or put such third party on notice of the existence of any Patent
      Rights without first obtaining consent of the other. Honeywell shall have the
      right to terminate this Agreement immediately without the obligation to provide
      the 60 day’s notice as set forth in Paragraph 11.1 if the Licensee notifies a
      third party of infringement or puts such third party on notice of the existence
      of any Patent Rights with respect to such infringement without first obtaining
      the written consent of Honeywell. Both Honeywell and the Licensee will use
      diligent efforts to cooperate with each other to terminate such infringement
      without litigation.




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7.3 If
      infringing activity of potential commercial significance by the infringer has
      not been abated, or if the Licensee becomes aware of a third party that may
      commence potentially significant infringing activity, within ten (10) business
      days following the date of the Infringement Notice, the Licensee may institute
      suit for patent infringement, including seeking injunctive relief, against
      the
      infringer. Honeywell may voluntarily join such suit at its own expense, but
      may
      not thereafter commence suit against the infringer for the acts of infringement
      that are the subject of the licensee’s suit or any judgment rendered in that
      suit. The Licensee may not join Honeywell in a suit initiated by the Licensee
      without Honeywell’s prior written consent. If in a suit initiated by the
      Licensee, Honeywell is involuntarily joined other than by the Licensee, the
      Licensee will pay any costs incurred by Honeywell arising out of such suit,
      including but not limited to, any legal fees of counsel that Honeywell selects
      and retains to represent it in the suit.


7.4 If,
      within a hundred and twenty (120) days following the date the Infringement
      Notice takes effect, infringing activity of potential commercial significance
      by
      the infringer has not been abated and if the Licensee has not brought suit
      against the infringer, Honeywell may institute suit for patent infringement
      against the infringer. If Honeywell institutes such suit, the Licensee may
      not
      join such suit without Honeywell’s consent and may not thereafter commence suit
      against the infringer for the acts of infringement that are the subject of
      Honeywell’s suit or any judgment rendered in that suit.


7.5 Any
      recovery or settlement received in connection with any suit will first be shared
      by Honeywell and the licensee to cover any litigation costs each incurred,
      and
      shall next be paid to Honeywell or Licensee to cover any additional litigation
      costs incurred in excess of the litigation costs of the other. In any suit
      initiated by the Licensee, regardless if Honeywell is a party to the suit or
      not, or in a suit initiated by Honeywell and which licensee voluntarily joins,
      Honeywell shall receive, in excess of any litigation costs as distributed above,
      fifteen percent (15%) of any recovery or settlement with the remainder
      distributed to the licensee. In any suit initiated by Honeywell, which Licensee
      refuses to voluntarily join, or is forced to join, Honeywell shall receive
      the
      entire recovery in excess of the litigation costs distributed as outlined
      above..


7.6 Any
      agreement made by Licensee for purpose of settling litigation or other dispute
      shall comply with the requirements of Article 3 (Sublicenses) of this
      Agreement.


7.7 Each
      party will cooperate with the other in litigation proceedings instituted
      hereunder but at the expense of the party who initiated the suit.


7.8 Any
      litigation will be controlled by the party bringing the suit, except that
      Honeywell may be represented by counsel of its choice in any suit brought by
      the
      Licensee.


7.9 Licensee
      is aware that DOE concurrence may be required in certain situations including
      those involving litigation and/or changes to patent rights.





8.0  Patent
      Prosecution and Maintenance


8.1 Honeywell
          will prosecute U.S. patent applications and maintain U.S. patents licensed
          under
          this Agreement at Honeywell’s expense, unless otherwise agreed by the Parties.


8.2 Licensee
          may request foreign rights in Licensed Patents, if such rights are available.
          Licensee must request rights in writing, and specify the countries in which
          it
          wants rights, within seven (7) months after the filing date of the U.S.
          applications. Failure to seek such rights will be considered an election
          not to
          seek foreign rights. Honeywell may file in any country in which Licensee
          has not
          elected to secure foreign rights, and licensee has no rights to any such
          foreign
          applications and resultant patents.


8.3 All
          costs
          of preparing, filing, prosecuting, and maintaining foreign patent applications
          and patents covering the Inventions listed in Exhibit A will be borne by
          Licensee. All such patents will be held in the name of Honeywell and obtained
          using counsel selected by Honeywell. The costs of any interference and
          oppositions for foreign patents will be considered prosecution expenses
          and also
          will be borne by Licensee. An advance fee (Fee) will be invoiced to the
          Licensee
          by Honeywell for any future foreign filing of Licensed Patents listed in
          Exhibit
          A. Honeywell is authorized to pay the incurred fees from the Fee. As evidence
          of
          expense incurred Honeywell will supply invoices for foreign filing requested
          by
          Licensee to the Licensee. Honeywell shall credit to Licensee any remaining
          balance of the Fee not used for foreign filing expenses incurred. The Fee
          is not
          an advance against any fees or royalties due Honeywell under this
          Agreement.
  4


8.4 The
          preparation, filing, and prosecution of foreign patent applications, as
          well as
          the maintenance of the resulting patents, shall be at the expense of the
          Licensee. Honeywell shall invoice Licensee for payment of costs for foreign
          patent application preparation, filing, prosecution, and maintenance. If
          such
          payment is not received within ninety (90) days, such foreign license rights
          shall be automatically excluded from this license agreement. Any over payments
          by Licensee for foreign patent filing and maintenance costs shall be credited
          towards Licensee’s future foreign patent cost or obligations.


8.5 Licensee
          may terminate its license to foreign patent applications or patents, and
          its
          obligation to pay any further costs for those foreign rights, upon ninety
          (90)
          days written notice to Honeywell. Licensee is responsible for payment of
          all
          fees incurred by Honeywell for a period of ninety (90) days subsequent
          to
          receipt of such written notification to Honeywell. Honeywell or the U.S.
          Government may, at its sole discretion and expense, continue prosecution
          and/or
          maintenance of any patents or applications for which Licensee has relinquished
          rights.





9.0  Representations
      and Warranties


9.1 Honeywell
      represents and warrants that Exhibit A contains a complete listing of all
      proprietary rights licensed pursuant to this Agreement and that Honeywell is
      the
      owner of the proprietary rights and has the right to grant the rights, licenses,
      and privileges granted herein.


9.2 Honeywell
      represents and warrants that it has received no notice of any claim of
      infringement made to date against Honeywell for practicing the Proprietary
      Rights anywhere in the world. Honeywell makes no representation to Licensee
      regarding the scope or enforceability of the Proprietary Rights and does not
      warrant that any Products manufactured or sold or Services performed pursuant
      to
      this agreement will not infringe patents of others.


9.3 Except
      as
      set forth above, Honeywell makes NO REPRESENTATIONS AND WARRANTIES, expressed
      or
      implied, with regard to the infringement of Proprietary Rights of any third
      party.


9.4 Licensee
      is hereby put on notice that export of any goods or technical data from the
      United States may require some form of license from the U.S. Government. Failure
      to obtain necessary export licenses may result in criminal liability of Licensee
      under U.S. laws.





10.  Disclaimers


10.1 Neither
      Honeywell, DOE, nor persons acting on their behalf will be responsible for
      any
      injury to or death of persons or other living things or damage to or destruction
      of property or any other loss, damage, or injury of any kind whatsoever
      resulting from Licensee’s manufacture, use or sale of materials, information, or
      Proprietary Rights hereunder.


10.2 EXCEPT
      AS
      SET FORTH ABOVE, NEITHER Honeywell, DOE, NOR PERSONS ACTING ON THEIR BEHALF
      MAKE
      ANY WARRANTY, EXPRESS OR IMPLIED: (1) WITH RESPECT TO THE MERCHANTABILITY,
      ACCURACY, OR COMPLETENESS, OR USEFULNESS OF ANY SERVICES, MATERIALS, OR
      INFORMATION FURNISHED HERUNDER; (2) THAT THE USE OF ANY SUCH SERVICES,
      MATERIALS, OR INFORMATION MAY NOT INFRINGE PRIVATELY OWNED RIGHTS; (3) THAT
      THE
      SERVICES, MATERIALS, OR INFORMATION FURNISHED HEREUNDER WILL NOT RESULT IN
      INJURY OR DAMAGE WHEN USED FOR ANY PURPOSE; OR (4) THAT THE SERVICES, MATERIALS,
      OR INFORMATION FURNISHED HEREUNDER WILL ACCOMPLISH THE INTENDED RESULTS OR
      ARE
      SAFE FOR ANY PURPOSE, INCLUDING THE INTENDED OR PARTICULAR PURPOSE. FURTHERMORE,
      HONEYWELL, AND DOE HEREBY SPECIFICALLY DISCLAIM ANY AND ALL MANUFACTURED, USED,
      OR SOLD BY LICENSEE. NEITHER HONEYWELL, NOR THE DOE SHALL BE LIABLE FOR
      CONSEQUENTIAL OR INCIDENTAL DAMAGES IN ANY EVENT.






5


10.3 Except
      for patent infringement actions, Licensee agrees to indemnify Honeywell, the
      DOE, and persons acting in their behalf for all damages, costs, and expenses,
      including attorney’s fees, arising from, but not limited to, Licensee’s making,
      using, selling, or exporting of any Products or performed Services, in whatever
      form furnished. Licensee warrants that it has sufficient insurance to cover
      its
      indemnification and hold harmless liabilities under this provision including
      coverage that recognizes this contractual liability. Licensee cannot, without
      30
      days prior notification to Honeywell, as listed in section 12.1, materially
      alter or change its coverage respecting its liabilities under this section
      of
      the Agreement. Honeywell shall have the option within 30 days to terminate
      Licensee’s rights under this Agreement or seek an alternative mutually
      satisfactory to the parties.


10.4 Honeywell
      shall provide Licensee with accurate technical information, but Honeywell does
      not make any warranty and shall have no liability with respect to the technical
      information, Proprietary Rights or the use thereof; nor does Honeywell assume
      any responsibility or make any warranty with respect to Products or services,
      manufactured, sold or used under or as a result of this agreement.





11.  Term
      of Agreement and Early Termination


11.1 This
      Agreement shall remain in force for the life of the patent(s) as listed in
      Exhibit A from the date hereof unless sooner terminated by an agreement by
      both
      parties or as provided herein, with such notice of termination being provided
      at
      least sixty (60) days prior to the effective date, provided that this Agreement
      shall not extend beyond the life of the patents licensed hereunder.


11.2 If
          either
          party defaults for any reason in any of its obligations hereunder, the
          other
          party will have the right to terminate this Agreement by giving written
          notice
          of termination at least sixty (90) days prior to the effective date of
          such
          termination, such notice specifying the default; however, that such notice
          will
          be of no effect and termination will not occur if the specified default
          is
          remedied prior to said effective date of termination.


11.3 Honeywell
          may terminate this Agreement forthwith in the event of (i) the bankruptcy
          of
          Licensee; (ii) an assignment for the benefit of creditors of Licensee,
          (iii) the
          nationalization of the industry which encompasses any of the Products and/or
          Services, limited only within the nationalizing country; (iv) any suspension
          of
          payments hereunder by governmental regulation, (v) the Licensee’s failure to
          commercialize the licensed technology under this Agreement; (vi) or the
          existence of a state of war between the United States of America and any
          country
          where the Licensee has a License to manufacture Products and/or Services.
          In the
          event of a change of control (defined below) of the Licensee, whether resulting
          from a merger, acquisition, consolidation or otherwise, shall also result
          in the
          termination of this Agreement unless the acquiring person or entity agrees
          to
          the terms and conditions of this Agreement in writing. A “Change of Control”
shall mean:





the
      acquisition by any individual, entity or group (within the meaning of Section
      13(d)(3) or 14(d)(2) under the Exchange Act) of beneficial ownership (within
      the
      meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty percent
      (20%) or more of the combined voting power of the outstanding voting securities
      of the Company entitled to vote generally in the election of directors;
      provided, however, that the following acquisitions shall not constitute a
      Change-of-Control: (w) any original
      issuance by the voting securities entitled to vote generally in the election
      of
      directors of the Company (the ***“Voting
      Stock”*** )
      outstanding immediately prior to consummation of such acquisition continue
      to
      hold at least fifty percent (50%) of the Company’s Voting Stock after such
      acquisition, (y) any
      acquisition by any employee benefit plan (or related trust) sponsored or
      maintained by the Company, or (z) any acquisition by any corporation pursuant
      to
      a transaction which complies with clauses (w), (x) and (y) immediately
      preceding; or





6


individuals
      who, as of the date hereof, constitute the Board of Directors of the Company
      (the “ ***Incumbent
      Board”*** )
      cease
      for any reason to constitute at least a majority of the Board of Directors
      of
      the Company unless they are replaced with a slate nominated by at least a
      majority of the Incumbent Board and further provided that any individual
      becoming a director subsequent to the date hereof whose election, or nomination
      for election by the Company’s stockholders, was approved by a vote of at least a
      majority of the directors then compromising the Incumbent Board shall, for
      purposes of this subparagraph (ii), be considered as though such individual
      were
      a member of the Incumbent Board, but excluding, for this purpose, any such
      individual whose initial assumption of office occurs as a result of an actual
      or
      threatened election contest with respect to the election or removal of directors
      or other actual or threatened solicitation of proxies or consents by or on
      behalf of an individual, entity or group other than the Board of Directors
      of
      the Company acting by at least a majority thereof; or





consummation
      of a reorganization, merger or consolidation or sale or disposition of all
      or
      substantially all of the assets of the Company (a ***“Business
      Combination”*** ),
      in
      each case, unless, following such transaction: (x) all or substantially all
      of
      the individuals and entities who were the beneficial owners, respectively,
      of
      the outstanding voting securities of the Company entitled to vote generally
      in
      the election of directors immediately prior to such Business Combination
      beneficially own, directly or indirectly, more than fifty percent (50%) of
      the Voting
      Stock of the
      corporation resulting from such Business combination (including without
      limitation, a corporation which as a result of such transaction owns the Company
      or all or substantially all of the Company’s assets either directly or through
      one of the subsidiaries) in substantially the same proportions as their
      ownership, immediately prior to such Business Combination, of the outstanding Voting
      Stock ,
      (y) no
      individual, entity or group beneficially owns, directly or indirectly, twenty
      percent (20%) or more of the Voting
      Stock of such
      corporation except to the extent that such ownership existed prior to the
      Business Combination, and (z) at least a majority of the members of the board
      of
      directors of the corporation resulting from such Business Combination were
      members of the Incumbent Board, at the same time of execution of the initial
      agreement, or by the action of the Board providing for such Business
      Combination; or approval by the stockholders of the Company of a complete
      liquidation or dissolution of the Company. Any termination pursuant to this
      Paragraph 11.3 shall be without prejudice to any rights or claims Honeywell
      may
      have against Licensee.




11.4 At
          least
          30 days prior to filing a petition in bankruptcy, either party must inform
          the
          other of its intention to file the petition or of another’s intention to file an
          involuntary petition in bankruptcy. Further, failure to conform to this
          requirement shall be deemed a material, pre-petition, incurable
          breach.


11.5 If
          this
          Agreement is for any reason terminated before all of the payments herein
          provided for have been made (including minimum royalties for the year in
          which
          the Agreement is terminated), Licensee shall immediately submit a terminal
          report and pay to Honeywell any remaining unpaid balance even though the
          due
          date as provided herein has not been reached.


11.6 This
          Agreement shall automatically terminate upon any attempt by Licensee to
          transfer
          its interest in whole or in part of this Agreement to any other party not
          expressly authorized in writing by Honeywell.





12 Rights
      of Parties After Termination


12.1 Neither
          party shall be relieved of any obligation or liability under this Agreement
          arising from any act or omission committed prior to the effective date
          of such
          termination which obligation or liability accrued as of the date of such
          termination.


12.2 From
          and
          after any termination of this Agreement, Licensee shall have the right
          to sell
          any Products that Licensee had already manufactured prior to termination,
          provided that all royalties and reports required above shall be submitted
          to
          Honeywell.


12.3 From
          and
          after any termination of this Agreement, Licensee shall not manufacture
          nor have
          manufactured any Products pursuant to this Agreement.


12.4 The
          rights and remedies grated herein, and any other rights or remedies which
          the
          parties may have, either at law or in equity, are cumulative and not exclusive
          of others. On any termination, Licensee shall duly account to Honeywell
          and
          transfer to it all rights to which Honeywell may be entitled under this
          Agreement under any valid U.S. Patent as set forth in Exhibit A. Licensee’s duty
          to pay outstanding royalties includes, but is not limited to royalty payments
          from Products or Services provided pursuant to paragraph 10.2 or
          10.3.





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13. Force
      Majeure


13.1 No
          failure or omission by Honeywell or by Licensee in the performance of any
          obligation under this Agreement shall be deemed a breach of this Agreement
          or
          create any liability if the same shall arise from acts of God; acts or
          omissions
          of any government or agency thereof, compliance with rules, regulations,
          or
          orders of any governmental authority; fire; storm; flood; earthquake; accident;
          acts of the public enemy; war; rebellion; insurrection; riot; sabotage;
          invasion; quarantine; restriction; or failures or delays in
          transportation.





14 Notices


14.1 All
      notices and reports shall be addressed to the parties hereto as
      follows:




If
                  to Honeywell:Attn:
                  Licensing Manager
              Telephone:
                  (816) 997-2645*Honeywell
                  Federal Manufacturing & Technologies, LLC*
              *Facsimile:
                  (816) 997-4651*2000
                  East 95thStreetKansas
                  City, MO 64141-6159If
                  to Licensee:Gary
                  DeLaurentiis, President
              *Telephone:
                  (209) 881-3523**itec
                  Environmental Group*
              *Facsimile:
                  (209) 881-3529**PO
                  Box 760**Riverbank,
                  CA 9536*


14.2 All
      payments due Honeywell should be made payable to:


*Honeywell
      Federal Manufacturing & Technologies, LLC.*


P.
      O. Box
      412833


Kansas
      City, Missouri 64141-2833


In
      addition, all payments and remittances shall reference the number of the
      Honeywell Invoice for which payment is being made, as well as the Honeywell
      Technology Licensing reference account number = 06953602 ,
      and the
      Honeywell License number of this license as follows :
      00-1001R.....





14.3 All
          notices provided herein shall be in writing and shall be deemed to have
          been
          duly given when received, if delivered personally, sent by facsimile, or
          sent by
          First Class U.S. Mail, postage prepaid, to the party entitled thereto at
          its
          above address or at such other address as designated in writing by the
          party in
          accordance with the provisions of this section.





15 Non-Abatement
      of Royalties


15.1 Honeywell
          and Licensee acknowledge that certain of the proprietary Rights may expire
          prior
          to the conclusion of the term of this Agreement; however, Honeywell and
          Licensee
          agree that the royalty rates provided for above shall be uniform and
          undiminished, except pursuant to the Agreement.





16. Waivers


16.1 The
          failure of one Party at any time to enforce any provision of this Agreement
          or
          to exercise any right or remedy shall not be construed to be a waiver of
          such
          provisions or of such rights or remedy or the right of one Party thereafter
          to
          enforce each and every provision, right, or remedy.





17. Modifications


17.1 It
          is
          expressly understood and agreed by the parties hereto that this instrument
          contains the entire agreement between the parties with respect to the subject
          matter hereof and that all prior representations, warranties, or agreements
          relating hereto have been merged into this document and are thus suspended
          in
          totality by this Agreement. This Agreement may be amended or modified only
          by a
          written instrument signed by the duly authorized representative of both
          of the
          parties.





8


18. Headings


18.1 The
          headings for this section set forth in this Agreement are strictly for
          the
          convenience of the parties and shall not be used in any way to restrict
          the
          meaning or interpretation of the substantive language of this
          Agreement.





19. Law


19.1 This
          Agreement shall be construed according to the laws of the state of Missouri
          and
          the United States of America.








9


IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
      executed, in duplicate, in their respective names by their duly authorized
      representatives.








*HONEYWELL
      FEDERAL MANUFACTURING & TECHNOLOGIES, LLC*





By:______________________________________________________





Name:
      (printed) ____________________________________________





Title:_____________________________________________________





Date:_____________________________________________________











LICENSEE:








By:_________________________________________________________





Name
      (printed) _______________________________________________





Title:_______________________________________________________





Date:_______________________________________________________









10


**EXHIBIT
      A, Amendment Four**





**PROPRIETARY
      RIGHTS**








U.S.
      Patent Number 5,711,820, “Method to Separate and Recover Plastic from Plastic
      Contaminated with Oil”, awarded to Honeywell by the U.S. Patent and Trademark
      Office on January 27, 1998.





U.S.
      Patent Application 11/096,880 “Improved Method to Separate and Recover Plastic
      from Plastic Contaminated with Oil” filed with the Patent and Trademark Office,
      April 1, 2005





PCT/US200
      Patent Application 6/08971 “Improved Method to Separate and Recover Oil and
      Plastic from Plastic Contaminated with Oil” filed with the Patent and Trademark
      Office, March 10, 2006





U.S.
      Patent Application - Continuation 11/277,587 “Method for Removing Contaminants
      from Plastic Resin” filed with the Patent and Trademark Office, March 27,
      2006





U.S.
      Patent Application - Continuation 11/421,271 “Improved Method to Separate and
      Recover Oil and Plastic from Plastic Contaminated with Oil” filed with the
      Patent and Trademark Office, May 31, 2006





U.S.
      Patent Application - Continuation-in-Part 11/426,503 “Method for Removing
      Contaminants from Plastic Resin” filed with the Patent and Trademark Office,
      June 26,2006





U.S.
      Patent Application - Continuation-in-Part 11,426,522 “System for Removing
      Contaminants from Plastic Resin” filed with the Patent and Trademark Office,
      June 26,2006





U.S.
      Patent Application - Continuation-in-Part 11/426,530 “A Solvent Cleaning System
      for Removing Contaminants from a Solvent Used in Resin Recycling filed with
      the
      Patent and Trademark Office, June 26, 2006














Initials:





Honeywell:
      ___________





Date:
      ______________________





Licensee:
      ___________________





Date:
      ______________________







11


**EXHIBIT
      B, Amendment**





**LICENSE
      FEE, ROYALTIES AND MINIMUM COMMERCIAL USE**





B1.  License
      Fee


In
      consideration of the rights and licenses granted herein, Licensee agrees to
      pay
      Honeywell fifty thousand ($50,000) U.S. Dollars, which shall neither be
      refundable nor creditable toward the royalty called for under section B.2 or
      B.3. These funds shall be disbursed in three payments, the first of which will
      be $16,666; the second of which will be $5,000, the third of which will be
      the
      balance of $28,334. The first payment shall be due upon signature of the
      contract. The next payment shall be due March 31, 2004, the final payment shall
      be due upon signature of Amendment Three. Payments on these dates are subject
      to
      the successful performance of activities required to meet the business plan
      milestones. A business plan review by Honeywell will be required if adjustments
      to this schedule are requested. Subsequent payment schedule adjustments will
      be
      based on the results of this review.





B.2.  Earned
      Royalties


Licensee
      shall pay Honeywell a royalty rate of one half of one cent ($.005) per pound
      of
      recycled plastic chips sold in the United States, under the License granted
      under this Agreement. Royalty payments shall be due within thirty (30) days
      after the close of the previous quarter as instructed in Section
      12.2.





In
      the
      event that Licensee grants sublicenses, Licensee will collect an earned royalty
      equal to or greater than the earned royalty paid by Licensee to Honeywell in
      the
      United States ($.005) per pound. Licensee shall pay Honeywell either fifty
      percent (50%) of earned royalties, but in no event more than ($.005) per pound
      on Gross Sales by any sublicense in accordance with Section 3 of this
      Agreement.





B.3.  Minimum
      Royalties


Licensee
      shall pay to Honeywell royalties as stated in paragraph B.1, but in no event
      shall royalties be less than the minimum royalties of fifty thousand ($50,000)
      U.S. Dollars during the first calendar year; one hundred thousand ($100,000)
      U.S. Dollars during the second calendar year; two hundred thousand ($200,000)
      U.S. Dollars during the third calendar year; three hundred thousand ($300,000)
      U.S. Dollars during the fourth calendar year and every year thereafter for
      the
      life of the agreement. Licensee shall pay the difference between the amount
      of
      actual royalties paid and the minimum royalty within thirty (30) days after
      the
      first month of the calendar year. The first annual minimum payment will be
      due
      in the month of February 2007, and will be considered delinquent after March
      2,
      2007.








**NOTICE**


**This
      Exhibit contains financial and commercial information that is BUSINESS
      CONFIDENTIAL and the parties hereby agree not to use or disclose this Exhibit
      to
      any third party without the advance written approval of the other party hereto,
      except to those necessary to enable the parties to perform under this Agreement
      or as may be required by the Honeywell contract with the DOE under the same
      restrictions as set forth herein.**








Initials:





Honeywell:
      ________





Date:____________________





Licensee:_________________





Date:____________________




12


**EXHIBIT
      C, Amendment Four**





**DEVELOPMENT,
      COMMERCIALIZATION PLAN**





Honeywell’s
      patented technology licensed in this Agreement is being used to *operate
      in the ECO2 System, cleaning equipment used for the separation of plastic
      contaminated with oil. The ECO2 System will be set up to operate in multiple
      recycling centers and will be used to clean recycle plastic. Revenues for the
      business will be generated from the sale of recycled chips.* Licensee
      agrees to invest in the commercial development of technology and market for
      this
      product by committing Licensees resources, at a minimum, to the requirements
      set
      forth in the Commercialization Plan. *This
      Plan represents the company’s revised business model dated 2004, which has been
      provided by the Licensee for consideration in this Agreement.*





Progress
      and substantiation of Licensee meeting these requirements shall be provided
      to
      Honeywell in the form of a written report received by U.S. Mail or in the form
      of a presentation at a meeting between the parties at the mutual convenience
      of
      said parties but no later than the first anniversary and each anniversary
      thereafter of the effective date thereof.








**NOTICE**


**This
      Exhibit contains financial and commercial information that is BUSINESS
      CONFIDENTIAL and the parties hereby agree not to use or disclose this Exhibit
      to
      any third party without the advance written approval of the other party hereto,
      except to those necessary to enable the parties to perform under this Agreement
      or as may be required by the Honeywell contract with the DOE under the same
      restrictions as set forth herein.**








Initials:





Honeywell:
      _____________





Date:
      ________________________





Licensee:
      _____________________





Date:_________________________





13