EXHIBIT 10.2
------------

         [Certain  portions of this exhibit  have been omitted  pursuant to Rule
         24b-2 and are subject to a confidential  treatment  request.  Copies of
         this  exhibit  containing  the  omitted  information  have  been  filed
         separately  with the  Securities and Exchange  Commission.  The omitted
         portions of this document are marked with a ***.]

                          TECHNOLOGY LICENSE AGREEMENT

         THIS  TECHNOLOGY  LICENSE  AGREEMENT  (this  "Agreement")  is made  and
entered into  effective as of September 29, 2003 (the  "Effective  Date") by and
between Fine Gold  Recovery  Systems,  Inc., a Nevada  corporation  ("FGRS") and
Bateman Luxembourg SA., a Luxemburg  corporation  ("Bateman").  Each of FGRS and
Bateman are sometimes  referred to herein as a "Party" and  collectively  as the
"Parties."

                                    RECITALS

         WHEREAS,  FGRS owns or has the right to  license  certain  Intellectual
Property Rights in and to the Technology and the ACJ; and

         WHEREAS,  FGRS desires to grant to Bateman a  non-exclusive  license to
make and use the ACJ and to otherwise use the Technology in connection therewith
all in accordance  with and subject to the terms and conditions  hereinafter set
forth.

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and for other good and valuable consideration,  the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.  DEFINITIONS.  Capitalized  terms used but not otherwise defined herein shall
have the  respective  meanings set forth in this Section 1. Defined terms may be
used in the singular and the plural.

         1.1 "ACJ"  means the  Altair  Centifugal  Jig  described  in  Exhibit A
attached hereto and by this reference incorporated herein.

         1.2 "Affiliate," with respect to a Party hereto,  means an entity which
directly or indirectly  controls,  is  controlled by or is under common  control
with such Party.

         1.3 "Business Day" means any day other than a Saturday,  Sunday or U.S.
federal  holiday.  Any reference to "days" (unless  Business Days are specified)
shall mean calendar days. For purposes of this  Agreement,  there shall be eight
"Business Hours" in each Business Day.

         1.4  "Confidentiality   Agreement"  means  the  Mutual  Disclosure  and
Confidentiality  Agreement between the Parties and dated on or about October 22,
2002.

         1.5  "Intellectual  Property  Rights" means patent rights,  copyrights,
trade secret rights and all other intellectual and industrial property rights of
any sort.

         1.6  "Licensed  Territory"  shall have the  meaning  given in Exhibit B
attached hereto and by this reference incorporated herein.

                                       1
<PAGE>

         1.7  "Technology"  means the  technology,  inventions  (whether  or not
patentable),  ideas,  processes,  formulas  and  know-how  used or  owned  by or
licensed or otherwise  properly  available to FGRS as of the Effective Date that
relate to the design, manufacturing, production, use or operation of the ACJ.

2.       LICENSE

         2.1  License  Grant.  Subject  to the  terms  and  conditions  of  this
Agreement,  FGRS  hereby  grants to Bateman a  non-exclusive,  non-transferable,
non-sublicensable  (except as  expressly  provided in this  Section 2) right and
license, under FGRS's applicable Intellectual Property Rights in the Technology,
to make, use, import and export the ACJ.

         2.2  License  Scope.  The  foregoing  license is limited to, and may be
exercised only in connection with, the  manufacture,  installation and operation
of the ACJ as a part of Bateman mineral processing projects done in the Licensed
Territory ("Bateman Projects"); provided, however, that ACJs may be manufactured
by Bateman in the United States or the Licensed  Territory.  The ACJ may only be
used by or under the authority of Bateman (i) within the Licensed Territory, and
(ii) as part of or in connection with a Bateman Project.

         2.3 License to  Affiliates.  The  license  set forth in this  Section 2
shall also extend to Bateman's Affiliates and manufacturing  sub-licensees,  but
only to the extent that (i) such Affiliates and manufacturing  sub-licensees are
bound by a writing (that names FGRS as an express  third-party  beneficiary)  to
Bateman's   obligations   under  this  Agreement,   (ii)  Bateman  assumes  full
responsibility for compliance by such Affiliates and manufacturing sub-licensees
with such  obligations,  and (iii)  all  payments  and  reports  from  Bateman's
Affiliates  are made  through  Bateman,  together  with  Bateman's  payments and
reports.

         2.4 Manufacture of ACJ. Bateman shall be responsible to manufacture (or
to contract for the  manufacture  of) all ACJs used in  connection  with Bateman
Projects.

         2.5  Patent  Markings.  Bateman  agrees  to place  on all ACJs  used in
connection with, or incorporated  into, a Bateman Project all reasonable  patent
and patent application markings in a proper manner, as requested by FGRS.

         2.6  Ownership.  Bateman  acknowledges  and agrees that, as between the
Parties hereto,  FGRS owns and shall retain all Intellectual  Property Rights in
and to the  Technology and that,  except as expressly set forth herein,  Bateman
shall have no right or license in or to the Technology.

3.       EVALUATION PERIOD

         3.1 Pre-Evaluation Trip. As soon as is reasonably practicable following
the execution of this  Agreement,  at Bateman's  sole cost and expense,  Bateman
will send at least one  technical  representative  to FGRS's  facility  in Reno,
Nevada (the "Pre-Evaluation  Trip") to (i) receive technical information related
to the ACJ,  (ii)  observe the  operation of the ACJ, and (iii) confer with FGRS
regarding  Bateman's  anticipated  installation  and use of the ACJ  during  the
Evaluation Period (as defined below).


                                       2
<PAGE>


         3.2 Evaluation Period. The evaluation period (the "Evaluation  Period")
shall  commence  on the date the first ACJ  arrives  at a Bateman  test site and
shall  continue  for a period  of six  months,  unless  extended  by the  mutual
agreement of the Parties.  During the Evaluation Period,  Bateman shall have the
right to test and evaluate the ACJ.  FGRS may provide two sample ACJs to Bateman
for such  purposes  (the "Sample  ACJs").  One of the Sample ACJs will be a skid
mounted Model 12-8 ACJ which includes an ACJ, ACJ controls,  a pulse water pump,
a pulse water tank, and a pulse water distribution system (the electrical motors
and controls of the ACJ, ACJ controls and the pulse water pump are  manufactured
for use in the United  States).  The Parties shall mutually agree upon the model
of the other Sample ACJ to be shipped to Bateman for evaluation purposes and the
timing  of  such  shipment(s).  Upon  the  expiration  or  termination  of  this
Agreement, Bateman shall return to FGRS, at Bateman's sole cost and expense, the
Sample ACJs and any other ACJs or equipment provided to Bateman by FGRS.

3.3      Availability of ACJ Engineer.

         (a) FGRS will make an ACJ  engineer  (an "ACJ  Engineer")  available to
Bateman  during  the  Evaluation  Period  in  accordance  with the terms of this
Section  3.3. An ACJ Engineer (as selected by FGRS) will be available to Bateman
for (i) up to 50% of the  Business  Hours in each month  during the first  three
months of the Evaluation Period, and (ii) for up to 30% of the Business Hours in
each month  during the final three  months of the  Evaluation  Period.  Upon the
reasonable  request of Bateman,  but subject to the  availability  of FGRS's ACJ
Engineers, an ACJ Engineer shall travel to such domestic or foreign locations as
Bateman shall direct; provided, however, that the timing of such travel shall be
mutually  agreeable to Bateman and FGRS. All costs and expenses  associated with
such travel shall be the sole responsibility of Bateman.

         (b) If the  Evaluation  Period  is  extended  for a period  beyond  six
months,  the  Parties  shall  mutually  determine  whether ACJ  Engineers  shall
continue to be made  available to Bateman  and, if so, the terms and  conditions
pursuant to which such ACJ Engineers shall be made available.

         3.4 Evaluation Period Expenses. Bateman shall be solely responsible for
all
costs and expenses  associated with (i) the shipping and  transportation  of the
ACJs  and  other  equipment  as  contemplated  hereby,  (ii)  with  the  design,
installation  and operation of Bateman's  evaluation  and test  facilities,  and
(iii) all travel  expenses  incurred by ACJ  Engineers  while  traveling  at the
request or on behalf of Bateman.

         3.5  Obligations  After  Expiration  of  Evaluation  Period.  After the
expiration of the Evaluation  Period,  FGRS shall have no further  obligation to
support or train Bateman personnel and FGRS shall be under no obligation to hire
any additional ACJ Engineers.  FGRS, within its sole discretion, may maintain an
ACJ test facility in Reno, Nevada, which may be moved to FGRS's Edison facility,
at FGRS's discretion.

4.       OWNERSHIP OF INVENTIONS

         4.1  Ownership  of  ACJ   Improvements.   Any  technology,   discovery,
improvement,  modification or invention (whether patentable or not) specifically
related  to the ACJ or the  Technology  developed,  conceived  or made by either
Party during the term of this Agreement,  and all know-how,  designs,  formulae,
processes,  manufacturing techniques, trade secrets, ideas, artwork, software or


                                       3
<PAGE>

other copyrightable or patentable works related thereto (collectively,  the "ACJ
Improvements"),  shall be solely owned by FGRS and FGRS shall have the exclusive
right  to  obtain  patents  and  such  other  protection  worldwide  as it deems
appropriate to secure any Intellectual  Property Rights in such ACJ Improvements
at its own expense.

         4.2  Assignment of Rights in ACJ  Improvements.  Bateman shall promptly
notify FGRS of each ACJ  Improvement  conceived,  developed or first  reduced to
practice by Bateman  (whether  independently  of or jointly  with FGRS).  In the
event that all of the  Intellectual  Property  Rights in any ACJ Improvement are
not deemed to be solely and  exclusively  owned by FGRS for any reason,  Bateman
hereby  assigns,  transfers  and  conveys  to FGRS all of its  right,  title and
interest  in and to such ACJ  Improvement,  including,  but not  limited to, all
related Intellectual Property Rights.  Bateman further agrees to assist FGRS, at
FGRS's expense, to further evidence, record and perfect such assignment,  and to
perfect, obtain, maintain,  enforce, and defend any rights so assigned.  Bateman
shall also  cooperate  with FGRS in  connection  with  FGRS's  efforts to obtain
patent or other  intellectual  property  protection for any such ACJ Improvement
and Bateman and its  employees and  representatives  shall,  at FGRS's  request,
execute and deliver any documents,  including, without limitation, any patent or
other Intellectual Property Right assignments or applications, to permit FGRS to
exercise its rights  under this  Section 4. In the event that  Bateman  fails or
refuses to execute and deliver any such document,  Bateman hereby  appoints FGRS
as Bateman's  attorney-in-fact  (this  appointment to be irrevocable and a power
coupled  with an  interest)  to act on  Bateman's  behalf  and to  execute  such
documents.

         4.3 License of ACJ  Improvements.  For purposes of this Agreement,  any
ACJ  Improvement  shall be deemed to be a part of the  Technology or the ACJ (as
applicable) and licensed to Bateman,  without  additional  charge, in accordance
with the terms and conditions of this Agreement.

         4.4  Ownership  of Project  Improvements.  Any  technology,  discovery,
improvement,  modification or invention (whether patentable or not) specifically
related to the equipment or processes used in connection  with a Bateman Project
(but not specifically related to the ACJ or the Technology) developed, conceived
or made by either Party  during the term of this  Agreement,  and all  know-how,
designs, formulae,  processes,  manufacturing techniques,  trade secrets, ideas,
artwork,  software or other  copyrightable  or patentable  works related thereto
(collectively, the "Project Improvements"), shall be solely owned by Bateman and
Bateman  shall  have  the  exclusive  right to  obtain  patents  and such  other
protection worldwide as it deems appropriate to secure any Intellectual Property
Rights in such Project Improvements at its own expense.

         4.5 Assignment of Rights in Project  Improvements.  FGRS shall promptly
notify Bateman of each Project Improvement conceived, developed or first reduced
to practice by FGRS (whether  independently of or jointly with Bateman).  In the
event that all of the  Intellectual  Property Rights in any Project  Improvement
are not deemed to be solely and  exclusively  owned by Bateman  for any  reason,
FGRS hereby  assigns,  transfers and conveys to Bateman all of its right,  title
and interest in and to such Project Improvement,  including, but not limited to,
all related Intellectual Property Rights. FGRS further agrees to assist Bateman,
at Bateman's expense,  to further evidence,  record and perfect such assignment,
and to perfect,  obtain,  maintain,  enforce, and defend any rights so assigned.


                                       4
<PAGE>

FGRS shall also cooperate with Bateman in connection  with Bateman's  efforts to
obtain patent or other  intellectual  property  protection  for any such Project
Improvement and FGRS and its employees and  representatives  shall, at Bateman's
request, execute and deliver any documents,  including,  without limitation, any
patent or other  Intellectual  Property Right  assignments or  applications,  to
permit  Bateman to exercise  its rights  under this Section 4. In the event that
FGRS fails or refuses to execute  and  deliver  any such  document,  FGRS hereby
appoints Bateman as FGRS's  attorney-in-fact (this appointment to be irrevocable
and a power  coupled with an  interest)  to act on FGRS's  behalf and to execute
such documents.

         4.6 License of Project  Improvements.  Bateman  hereby grants to FGRS a
perpetual,   irrevocable,   worldwide,   royalty-free,    non-exclusive,   fully
sublicensable  license to make,  use, sell,  offer to sell,  import,  export and
otherwise fully exploit any Project Improvement.

5.       UTILIZATION OF ACJs

         Bateman  shall  use its best  efforts  to  include  the ACJ in  Bateman
Projects,  which  efforts shall  include the testing of new  feedstocks  and the
demonstration  of process  capabilities.  Bateman will  incorporate the ACJ into
Bateman  Projects  and will  install  and  operate  ACJs where  appropriate.  In
addition,   Bateman  shall  use   reasonable   efforts  to  develop  new  design
applications utilizing the unique characteristics of the ACJ.

6.       LICENSE FEES

         6.1 License Fees. In  consideration  of the rights and licenses granted
to Bateman  hereunder,  Bateman  shall pay to FGRS  license  fees (the  "License
Fees"),  which  License  Fees shall be based upon the value  added by the ACJ to
each Bateman Project, as determined in accordance with the terms of this Section
6.

         6.2 Proposed  Project Budget.  Prior to the commencement of any Bateman
Project in which an ACJ will be used, sold or incorporated, Bateman will provide
a proposed  project budget (a "Proposed  Project Budget") to FGRS for its review
and approval.  Each Proposed  Project  Budget shall include (i) a description of
the value of the products  processed by the ACJ (the "ACJ Processed  Products"),
(ii) the value of the  products  not  processed  by the ACJ ("Other  Products"),
(iii) the Relative  Value (as defined in Section 6.3 below),  (iv) the amount of
budgeted  profit  ("Budgeted  Profit"),  (v)  the  amount  of the  License  Fees
(calculated in accordance with the terms of Section 6.6 below),  (vi) a proposed
schedule for the payment of the License Fees (the "Payment Schedule"), and (vii)
such  other  details  about the  proposed  Bateman  Project  as FGRS  reasonably
requests. The Budgeted Profit contained in each Proposed Project Budget shall be
made on a pre-tax basis and shall not carry corporate overhead allocations.

         6.3  Relative  Value.  The  "Relative  Value"  shall be  calculated  by
dividing the value of the ACJ Processed  Products by the sum of the value of the
ACJ Processed Products and the value of the Other Products.

         6.4 Payment  Schedule.  Unless the Parties  otherwise agree in writing,
the Payment Schedule shall be structured such that it is similar to the schedule
of the payments to be made to Bateman in connection with the applicable  Bateman


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<PAGE>

Project. By way of example only, if the amounts payable to Bateman in connection
with a Bateman  Project are to be paid in twelve equal  monthly  payments over a
one-year period,  the License Fees shall be paid to FGRS in twelve equal monthly
payments over a one-year period.

         6.5 Review and Approval of Project Budget.  As provided in Section 6.2,
Bateman  shall  provide a  Proposed  Project  Budget to FGRS for its  review and
approval prior to the commencement of any Bateman Project. FGRS, within its sole
discretion, shall have the right to accept or reject any Proposed Project Budget
and,  notwithstanding any other provision of this Agreement,  Bateman shall have
no  right to use any ACJ in  connection  with,  or  incorporate  an ACJ in,  any
Bateman  Project  unless and until FGRS has  accepted  the  applicable  Proposed
Project Budget in writing.

         6.6  Calculation  of License Fees.  The License Fees payable to FGRS in
connection  with each  Bateman  Project  shall equal the ***  multiplied  by the
Relative Value  multiplied by ***. For  convenience  and by way of  illustration
only, two examples of the License Fee calculation are provided below.

         (a)      Example #1 (Annual Operating Contract).  Assuming that Bateman
                  enters into an annual  operating  contract  for $3 million per
                  year with a *** of 20%  ($600,000) and that the Relative Value
                  of the ACJ  Processed  Products  is 50% of the  total  product
                  value,  the License Fee payable to FGRS would be $*** per year
                  and calculated as follows:

<TABLE>
<CAPTION>


------------------------------------------------- ---------------------- ---------------------------------------------
                      ***                            Relative Value                      License Fee
                      ---                            --------------                      -----------
------------------------------------------------- ---------------------- ---------------------------------------------
<S>                                               <C>                    <C>
***                                               ***                    ***
------------------------------------------------- ---------------------- ---------------------------------------------
</TABLE>
         (b)      Example #2 (Lump-Sum  Contract).  Assuming that Bateman enters
                  into a lump-sum  contract  for $50  million  with a *** of 15%
                  ($7,500,000)  and that the Relative Value of the ACJ Processed
                  Products is 25% of the total  product  value,  the License Fee
                  payable to FGRS would be $*** and calculated as follows:

<TABLE>
<CAPTION>
------------------------------------------------- ---------------------- ---------------------------------------------
                      ***                            Relative Value                      License Fee
                      ---                            --------------                      -----------
------------------------------------------------- ---------------------- ---------------------------------------------
<S>                                               <C>                    <C>
***                                               ***                    ***
------------------------------------------------- ---------------------- ---------------------------------------------
</TABLE>

7.       BATEMAN COVENANTS

         7.1 FGRS's  Intellectual  Property  Rights.  Bateman  acknowledges  and
agrees that neither it nor any of its  Affiliates  are currently in the business
of  producing  ACJs  or  any  products  similar  thereto.  Accordingly,  Bateman
acknowledges  and  agrees  that any  activity  in that  area by  Bateman  or its
Affiliates  after  Bateman  has  had  access  to  FGRS's  Technology  and  other
Confidential  Information would almost certainly rely on, be built on or include
FGRS's Technology or other  Confidential  Information.  Bateman therefore agrees
that, except as specifically authorized under this Agreement, during the term of


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<PAGE>

this Agreement and during the five-year period  thereafter,  neither Bateman nor
any of its  Affiliates  will  directly or  indirectly  engage in the business of
producing products similar to the ACJ.

         7.2 Competitive Products.  Bateman further agrees that, during the term
of this Agreement, it shall not manufacture,  offer to sell, or sell any product
competitive with and similar to the ACJ on Bateman Projects.

         7.3 Reports.  Bateman  shall submit  periodic  reports to FGRS with the
content and pursuant to such schedule as FGRS reasonably requests.

         7.4  Infringement.  If Bateman becomes aware of any product or activity
of any third party that may involve the  infringement  or  violation of any FGRS
Intellectual  Property Right, then Bateman shall promptly notify FGRS in writing
of such suspected infringement or violation.  FGRS may in its discretion take or
not take whatever action it believes is appropriate;  provided, however, if FGRS
elects to take action,  Bateman will fully  cooperate with such action at FGRS's
expense.

8.       CONFIDENTIALITY

         8.1 Confidential Information. The term "Confidential Information" shall
mean all information,  in whatever form, disclosed by one Party (the "Disclosing
Party") to the other (the "Receiving Party")  pertaining to the Technology,  the
ACJ, or to the  properties,  composition or structure  thereof or to the design,
manufacturing or processing  thereof,  regardless of whether such information is
identified in any manner as being confidential or proprietary.  The Confidential
Information  shall further  include  information  pertaining  to the  Disclosing
Party's business, finances, technology, ideas, inventions (whether patentable or
not), marketing strategies and/or product offerings that is identified, or would
reasonably  be  understood  by the  Receiving  Party,  as being  proprietary  or
confidential.  Confidential  Information shall not include information that: (i)
was in the possession of the Receiving Party without confidentiality restriction
prior to  disclosure  by the  Disclosing  Party;  (ii) at or  after  the time of
disclosure by the  Disclosing  Party becomes  generally  available to the public
through  no act or  omission  on the  part of the  Receiving  Party  that is not
expressly  authorized  hereunder;  (iii)  has come  into the  possession  of the
Receiving Party without confidentiality  restriction from a third party and such
third party is under no  obligation  to  maintain  the  confidentiality  of such
information;  or (iv) was independently  developed by or for the Receiving Party
without the use of any  Confidential  Information  received from the  Disclosing
Party.

         8.2   Restrictions   on  Use  and   Disclosure.   The  Receiving  Party
acknowledges the confidential and proprietary  nature of the Disclosing  Party's
Confidential Information and agrees, except as expressly authorized or permitted
under  this  Agreement,   (i)  to  hold  the  Disclosing  Party's   Confidential
Information in confidence and to take all reasonable precautions to protect such
Confidential  Information  (including,  without limitation,  all precautions the
Receiving Party employs with respect to its own  confidential  materials),  (ii)
not to divulge any such Confidential  Information to any third person, and (iii)
not to make any use whatsoever of such Confidential Information.

                                       7
<PAGE>

         8.3  Employees and Others.  The  Receiving  Party agrees to require its
employees,  representatives  and  agents,  and  others  who have  access  to the
Confidential  Information,  to agree in writing to  safeguard  the  Confidential
Information  according  to the  terms  of this  Section  8.  Any  breach  of the
provisions  of this  Section  8 by any  such  person  shall  be  deemed a breach
hereunder  by the  Receiving  Party,  and the  Receiving  Party  shall be liable
therefor.

         8.4 Judicial Order. In the event that the Receiving Party is ordered to
disclose the Disclosing Party's Confidential  Information pursuant to a judicial
or government  request,  requirement or order, the Receiving Party will promptly
notify the Disclosing  Party and take reasonable  steps to assist the Disclosing
Party,  at  the  Disclosing   Party's  expense,   in  contesting  such  request,
requirement or order or in otherwise  protecting  the Disclosing  Party's rights
prior to disclosure.

         8.5 Confidentiality of Agreement. Each Party agrees not to disclose any
of the terms and conditions of this  Agreement  except as and to the extent that
it may be  mutually  agreed by the  Parties in writing or as may be  required by
law. Notwithstanding the foregoing,  either Party may disclose the terms of this
Agreement to potential investors or acquisition partners in connection with such
party's due diligence in connection  with a proposed  financing or  acquisition,
provided   that  such  third  party  has  executed  an   agreement   prohibiting
unauthorized  use or disclosure of the terms of this  Agreement and agrees to be
bound by the confidentiality terms of this Agreement.

         8.6  Return  of  Confidential  Information.  Upon  the  termination  or
expiration  of this  Agreement,  at the  request of the  Disclosing  Party,  the
Receiving  Party shall destroy or return to the Disclosing  Party all originals,
copies and summaries of documents,  materials and other tangible  manifestations
of Confidential  Information in the possession or control of the Receiving Party
or its Affiliates or sublicensees.

         8.7 Remedies.  The Receiving Party  acknowledges and agrees that due to
the unique nature of the Disclosing Party's Confidential Information,  there can
be no adequate remedy at law for any breach of its obligations  hereunder,  that
any such  breach may allow the  Receiving  Party or third  parties  to  unfairly
compete  with  the  Disclosing  Party  resulting  in  irreparable  harm  to  the
Disclosing  Party,  and  therefore,  that  upon any such  breach  or any  threat
thereof, the Disclosing Party shall be entitled to appropriate  equitable relief
(without the posting of any bond) in addition to whatever remedies it might have
at law and to be  indemnified  by the  Receiving  Party  from  any loss or harm,
including,  without limitation,  lost profits and attorneys' fees, in connection
with any breach or enforcement of the Receiving Party's obligations hereunder or
the  unauthorized  use or  release  of any such  Confidential  Information.  The
Receiving Party will notify the Disclosing Party in writing immediately upon the
occurrence of any such unauthorized  release or other breach. Any breach of this
Section 8 will constitute a material breach of this Agreement.

9.       REPRESENTATIONS AND WARRANTIES

         9.1 Right to License.  FGRS hereby  represents and warrants that it has
the right to grant the rights and licenses to the Technology and the ACJ granted
under this Agreement.

                                       8
<PAGE>

         9.2 Disclaimer of Warranties.  EXCEPT AS PROVIDED IN SECTION 9.1 ABOVE,
FGRS MAKES NO WARRANTY WITH RESPECT TO THE ACJ OR THE TECHNOLOGY OR TO ANY OTHER
GOODS,  SERVICES,  RIGHTS OR OTHER SUBJECT  MATTER OF THIS  AGREEMENT AND HEREBY
EXPRESSLY  DISCLAIMS  ALL  OTHER  WARRANTIES,  EXPRESS,  IMPLIED  OR  STATUTORY,
INCLUDING  BUT  NOT  LIMITED  TO  THE  IMPLIED  WARRANTIES  OF  MERCHANTABILITY,
NON-INFRINGEMENT,  FITNESS FOR A  PARTICULAR  PURPOSE.  MOREOVER,  FGRS MAKES NO
WARRANTY OF ANY KIND AS TO THE RESULTS THAT MAY BE OBTAINED  FROM THE  OPERATION
OR USE OF THE ACJ.

10.      INDEMNIFICATION

         10.1  Indemnification  by FGRS.  FGRS shall defend,  indemnify and hold
Bateman and its directors,  officers,  employees,  shareholders  and agents (the
"FGRS Indemnified Parties") harmless, from and against any and all claims, suits
or  actions  (i)  alleging  that  Bateman's  manufacture  or use  of the  ACJ in
accordance  with  the  term  of the  license  granted  hereunder  infringes  the
intellectual  property rights of a third party; or (ii) otherwise arising out of
this  Agreement  to the  extent  such  claim,  suit or action is a result of the
negligent,  wrongful  or  intentional  act  of  FGRS  (collectively,  the  "FGRS
Indemnified Claims").  FGRS agrees to pay all costs,  expenses,  liabilities and
damages (including reasonable attorneys' fees) incurred or paid in settlement by
the FGRS Indemnified Parties in connection with any FGRS Indemnified Claim.

         10.2 Exceptions.  In no event will FGRS have any obligations under this
Section  10 or any  liability  for  any  FGRS  Indemnified  Claim  if  the  FGRS
Indemnified  Claim is caused by, or results from:  (a) Bateman's  combination or
use of the Technology or the ACJ with other  technologies  or products,  (b) any
modification  of the  Technology or the ACJ by anyone other than FGRS or someone
authorized  to do so by FGRS  in  writing,  (c)  Bateman's  continued  allegedly
infringing  activity  after  being  notified  thereof  or after  being  provided
modifications  that would have avoided the alleged  infringement,  (d) Bateman's
use of the  Technology  or the ACJ in a manner not strictly in  accordance  with
this  Agreement,  or (e)  any  modification  of  the  Technology  or the  ACJ in
compliance with Bateman's specifications.

         10.3  Indemnification by Bateman.  Bateman shall defend,  indemnify and
hold FGRS and its directors,  officers, employees,  shareholders and agents (the
"Bateman  Indemnified  Parties") harmless,  from and against any and all claims,
suits or actions arising out of this Agreement to the extent such claim, suit or
action is a result of the  negligent,  wrongful  or  intentional  act of Bateman
(collectively,  the  "Bateman  Indemnified  Claim").  Bateman  agrees to pay all
costs, expenses,  liabilities and damages (including reasonable attorneys' fees)
incurred or paid in settlement by the Bateman  Indemnified Parties in connection
with any Bateman Indemnified Claim.

         10.4   Indemnification   Procedure.   The  Party  making  a  claim  for
indemnification (the "Indemnified Party") shall notify the indemnifying Party of
any such  claim or suit,  and the  indemnifying  Party  shall  have the right to
defend  itself  and,  if  the  Indemnified  Party  consents,   also  defend  the
Indemnified  Party through counsel of the  indemnifying  Party's choice provided
such counsel is acceptable to the Indemnified Party. The Indemnified Party shall


                                       9
<PAGE>

also be free to retain the  Indemnified  Party's own counsel,  in which case the
Indemnified Party's reasonable  attorneys' fees and expenses shall be covered by
the indemnity set forth in this Section 10.

11.      LIMITATION OF LIABILITY

         11.1 No Consequential Damages. EXCEPT FOR ANY OBLIGATIONS ARISING UNDER
SECTION  10  (INDEMNIFICATION)  OR  ACTIONS  OF  BATEMAN  OR ITS  AFFILIATES  OR
SUBLICENSEES  BEYOND  THE  SCOPE  OF THE  LICENSE  GRANTED  HEREUNDER,  UNDER NO
CIRCUMSTANCES   SHALL  EITHER  PARTY  BE  LIABLE  FOR  ANY  SPECIAL,   INDIRECT,
INCIDENTAL,  CONSEQUENTIAL,  EXEMPLARY  OR  PUNITIVE  DAMAGES  ARISING OUT OF OR
RELATING IN ANY WAY TO THIS AGREEMENT,  THE TECHNOLOGY,  AND/OR THE ACJ, EVEN IF
SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

         11.2 Limitation of Liability.  EXCEPT FOR ANY OBLIGATIONS ARISING UNDER
SECTION  10  (INDEMNIFICATION)  OR  ACTIONS  OF  BATEMAN  OR ITS  AFFILIATES  OR
SUBLICENSEES  BEYOND THE SCOPE OF THE  LICENSE  GRANTED  HEREUNDER,  IN NO EVENT
SHALL EITHER PARTY'S  AGGREGATE  LIABILITY UNDER THIS AGREEMENT EXCEED AN AMOUNT
EQUAL TO THE TOTAL  AMOUNT OF  LICENSE  FEES PAID BY  BATEMAN TO FGRS UNDER THIS
AGREEMENT.  THIS SECTION 11 SHALL NOT LIMIT  EITHER  PARTY'S  LIABILITY  FOR THE
DEATH OR BODILY INJURY OF A PERSON.

12.      TERM AND TERMINATION

         12.1 Term. The term of this  Agreement  shall commence on the Effective
Date and, unless sooner  terminated in accordance with the terms of this Section
12, shall continue for a period of three years. Thereafter, this Agreement shall
automatically  renew for  successive  periods  of one year  each  unless a Party
furnishes the other Party with written  notice of  non-renewal  at least 30 days
prior to the expiration of the then-current term.

         12.2 Termination With Cause.  Either Party may terminate this Agreement
upon the material  breach of the other Party, if such breach remains uncured for
30 days  following  written  notice to the other Party  specifying the breach in
reasonable detail and demanding its cure.

         12.3  Payment  Default.  Notwithstanding  any other  provision  of this
Agreement,  FGRS shall have the right to immediately terminate this Agreement if
Bateman fails to make any payment within 30 days of the date such payment is due
under the  applicable  Payment  Schedule  agreed to by the Parties in accordance
with the terms of Section 6.

         12.4 Termination During Evaluation Period. Bateman shall have the right
to terminate this Agreement at any time and for any reason during the Evaluation
Period upon 30 days written notice to FGRS.

         12.5 License Fee Targets.  The Parties have established the License Fee
targets (the  "License Fee  Targets")  set forth in the  following  table.  Each
License Fee Target is for a particular  two-year  period during the term of this


                                       10
<PAGE>

Agreement  (each, a "License Fee Target  Period").  Each such License Fee Target
Period begins on the  termination  of the  Evaluation  Period or the  applicable
anniversary thereof.

------------------------------------------------------------- ------------------
License Fee Target Period                                     License Fee Target
------------------------------------------------------------- ------------------
Years 1-2 (following termination of Evaluation Period)        $50,000
------------------------------------------------------------- ------------------
Years 3-4 (following termination of Evaluation Period)        $50,000
------------------------------------------------------------- ------------------
Years 5-6 (following termination of Evaluation Period)        $50,000
------------------------------------------------------------- ------------------
All Subsequent License Fee Target Periods                     $50,000
------------------------------------------------------------- ------------------

         In the event that Bateman  fails to meet the License Fee Target for any
given  License  Fee Target  Period,  FGRS  shall  have the right to  immediately
terminate this Agreement upon written notice to Bateman.

         12.6   Immediate   Termination.   FGRS  may  terminate  this  Agreement
immediately,  with or without  notice,  upon (i) the  institution  by or against
Bateman of insolvency,  receivership or bankruptcy or liquidation proceedings or
any other  proceedings  for the  settlement of Bateman's  debts,  (ii) Bateman's
making  of  an  assignment  for  the  benefit  of  creditors,   (iii)  Bateman's
dissolution or ceasing to do business,  or (iv) any failure by Bateman to comply
with all applicable laws of the United States and the Licensed Territory.

         12.7 Effects of Termination. Upon the termination or expiration of this
Agreement:  (i) Bateman shall have the right to complete any binding commitments
it may have in connection  with any Bateman  Project,  provided that all license
fees are paid to FGRS in connection  therewith in  accordance  with the terms of
this  Agreement,  (ii)  except as set forth in clause  (i)  above,  the  license
granted  hereunder to Bateman  shall  immediately  terminate  and Bateman  shall
discontinue  all manufacture and use of the ACJ and the Technology and any other
property  belonging to FGRS,  and (iii)  Bateman shall make all payments to FGRS
due and owing as of the effective date of termination.

         12.8  Survival.  The provisions of Sections 1, 4.1, 4.2, 4.4, 4.5, 4.6,
7.1, 8, 10, 11, 12 and 13 shall  survive any  termination  or expiration of this
Agreement.

         12.9  Termination  Liability.  Neither  Party shall incur any liability
whatsoever for any damages,  losses or expenses of any kind suffered or incurred
by the other Party arising from or incident to any termination of this Agreement
(or any part thereof) which complies with the terms of this  Agreement,  whether
or not the terminating Party is aware of any such damages, losses or expenses.

         12.10  Termination Not Sole Remedy.  Termination is not the sole remedy
under this Agreement  and,  whether or not  termination  is effected,  all other
remedies will remain available.

                                       11
<PAGE>

13.      GENERAL PROVISIONS

         13.1 Independent  Contractors.  The Parties are independent contractors
and not partners,  joint  venturers or otherwise  affiliated and neither has any
right or authority to bind the other in any way.

         13.2  Assignment.  Neither  Party may assign its rights or delegate its
obligations  under this Agreement without the prior written consent of the other
Party,  which  shall  not be  unreasonably  withheld,  conditioned  or  delayed;
provided,  however,  that either Party shall have the right to assign its rights
and obligations  under this Agreement to an Affiliate or to any successor to its
business or assets to which this Agreement relates,  whether by merger,  sale of
assets,  sale of stock,  reorganization or otherwise.  Subject to the foregoing,
this  Agreement  shall be binding  upon and inure to the  benefit of the parties
hereto, their successors and assigns.

         13.3 Waiver or Modification. No waiver of any of the provisions of this
Agreement shall be deemed, or shall constitute, a waiver of any other provision,
whether or not similar, nor shall any waiver constitute a continuing waiver. Any
waiver,  modification  or amendment of any provision of this Agreement  shall be
effective  only if in  writing in a document  that  specifically  refers to this
Agreement and such document is signed by both of the Parties hereto.

         13.4 Governing Law;  Jurisdiction.  This Agreement shall be governed by
and  construed  in  accordance  with the laws of the  State of  Nevada,  without
reference  to  conflict  of law  principles.  All  disputes  hereunder  shall be
resolved in the applicable  state or federal courts of the State of Nevada.  The
Parties consent to the  jurisdiction of such courts,  agree to accept service of
process  by mail,  and  waive any  jurisdictional  or venue  defenses  otherwise
available.  In the event of any litigation  arising out of this  Agreement,  the
prevailing Party shall be entitled to be reimbursed for all reasonable costs and
expenses,  including reasonable attorneys' fees incurred in connection with such
litigation.

         13.5 Notices. Any notices or other communications required or permitted
to be given or delivered  hereunder  shall,  unless otherwise  permitted,  be in
writing and shall be  delivered  personally,  by courier  service,  by facsimile
machine or by registered or certified mail,  return receipt  requested,  postage
pre-paid, to the Parties as follows:

         If to Bateman:

         Bateman Engineering Inc.
         12200 East Iliff Ave., Suite 100
         Aurora, Colorado  80014
         Telephone: (303) 338-7002
         Facsimile: (303) 338-7010
         Attn: Mr. Basil Smidt

                                       12
<PAGE>


         If to FGRS:

         Fine Gold Recovery Systems, Inc.
         204 Edison Way
         Reno, Nevada  89502
         Telephone: (775) 858-3750
         Facsimile: (775) 856-1619
         Attn: Mr. Edward Dickinson

         With a copy to:

         Brian G. Lloyd
         Stoel Rives LLP
         201 South Main Street, Suite 1100
         Salt Lake City, Utah  84111
         Telephone: (801) 328-3131
         Facsimile: (801) 578-6999


or to such other  addresses  as a Party may  designate  pursuant  to this notice
provision. Any notice given shall be deemed to have been received on the date on
which it is delivered  personally,  by courier  service or by facsimile,  or, if
mailed, on the third business day following the mailing thereof.

         13.6 Entire Agreement. This Agreement constitutes the full and complete
understanding  and  agreement of the Parties with respect to the subject  matter
covered  herein and  supersedes  all prior oral or  written  understandings  and
agreements with respect thereto.

         13.7 Force  Majeure.  Except  for  obligations  to make  payment or the
Parties' obligations under Section 8 hereof (Confidentiality), nonperformance by
either  Party  shall be excused  to the  extent  that  performance  is  rendered
impossible  by  war,  strike,  revolution,  fire,  flood,  lack  or  failure  of
transportation  facilities,  governmental  acts, orders or restrictions,  or any
other  reason  where  failure to perform is beyond the control and not caused by
the negligence of the  non-performing  Party. The Party facing an event of force
majeure  shall use  commercially  reasonable  efforts to remedy the situation as
well as to minimize its effects.

         13.8 Export Control. Each Party shall comply with all applicable export
laws,  restrictions,  and  regulations of any United States or foreign agency or
authority and will not export or re-export, or authorize the export or re-export
of any product,  technology or information it obtains or learns pursuant to this
Agreement  (or any  direct  product  thereof)  in  violation  of any such  laws,
restrictions or regulations.

         13.9 Severability.  If any provision of this Agreement is held illegal,
invalid or  unenforceable by a court of competent  jurisdiction,  that provision
will be limited or  eliminated  to the  minimum  extent  necessary  so that this
Agreement shall otherwise remain in full force and effect and enforceable.

         13.10   Counterparts.   This  Agreement  may  be  executed  in  several
counterparts,  each of which  shall  constitute  an  original,  but all of which
together shall constitute one and the same instrument.

                                       13
<PAGE>

         13.11 Facsimile Signatures.  The Parties hereto agree that transmission
to the other Party of this Agreement with its facsimile signature shall bind the
Party  transmitting  this by  facsimile  in the same  manner as if such  Party's
original  signature had been  delivered.  Without  limiting the foregoing,  each
Party who  transmits  this  Agreement  to the  other  Party  with its  facsimile
signature  covenants to deliver the original  thereof to the other Party as soon
as practicable thereafter.

         13.12  Headings.  The headings  contained in this  Agreement  have been
inserted for convenience of reference only and shall not modify,  define, expand
or limit any of the provisions of this Agreement.

                            [Signature Page Follows]







                                       14

<PAGE>


         IN WITNESS WHEREOF,  the Parties hereto have executed this Agreement as
of the Effective Date.

FINE GOLD RECOVERY SYSTEMS, INC.                  BATEMAN LUXEMBOURG SA .

By: /s/ C . Patrick Costin                        By: /s/ B.G. Schmidt
    -----------------------------                     --------------------------
Name: C . Patrick Costin                          Name: B.G. Schmidt
Title: President                                  Title: Attorney-in-Fact





                                       15
<PAGE>


                                    Exhibit A
                             Altair Centrifugal Jig


         Conventional Jigs

         A conventional jig separates a slurry of mineral  particles as it flows
across the top of a screen.  Water is periodically  pulsed up through the screen
to eliminate interparticle friction and allow differential settling according to
the variations in the net specific  gravities of the ore.  Heavier  minerals are
allowed to pass downward through the screen while lighter  materials flow across
the screen to a discharge point.

         The ACJ

         The Altair Centrifugal Jig or ACJ is the jig produced by FGRS using the
Technology.  The ACJ operates  according to conventional  jig principles  except
that the screen surface is  cylindrical  and is rotated to subject the particles
to centrifugal forces. As currently  designed,  materials to be processed by the
ACJ are  introduced  into the top of the ACJ in a slurry  mix  with  water.  The
slurry is  diffused  across the top of the  interior  of a vertical  cylindrical
screen  which  is  rotating.   Water  is  pulsed  through  the  screen  allowing
differential separation in the slurry material. Heavy particles pass through the
screen, are collected,  and exit the machine in a "concentrate" stream.  Lighter
particles flow down the screen  interior,  are collected and exit out the bottom
of the machine in a separate "tails" stream. Use of the ACJ requires no chemical
additives.  In operation,  the ACJ utilizes a combination of standard mechanical
jig and centrifugal technologies.




<PAGE>


                                    Exhibit B
                               Licensed Territory

         The  "Licensed  Territory"  is determined by reference to the following
table. The Licensed Territory for a given application (the relevant applications
are listed  along the top row of the  table)  shall  include  each  region  with
respect to which there is a "B" included in the box representing such region. By
way of  example,  for use of the ACJ with coal,  the  Licensed  Territory  would
include Africa, the former Soviet Union and Australia.

<TABLE>
<CAPTION>
ACJ Geographical Areas and Applications
------------------------------------------------------------------------------------------------------------------------------------
            Region                  ***              ***         ***             ***          ***              ***         ***
------------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>              <C>         <C>             <C>           <C>             <C>          <C>
   Africa                            B                B           B               B            B                B           B
   Former Soviet Union               B                B           B               B            B                A           B
   Australia                         B                A           A               A            A                A           B
   North America                     B                A           A               A            A                A           A
   South America                     B                A           A               A            A                A           A
   China                             B                A           A               A            A                A           A
   India                             B                A           A               B            A                A           A
   Middle East                       B                A           A               A            A                A           A
   Rest of the World                 B                A           A               A            A                A           A
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
A = FGRS
B = Bateman