Exhibit (10)(m)



                       SWANSON PATENT LICENSE AGREEMENT
--------------------------------------------------------------------------------


THIS LICENSE AGREEMENT (the "Agreement") is dated as of the 9th day of November
1998, by and between ROLLAN C. SWANSON, M.D., Ph.D., and ELEONORA SWANSON of 83
Sands Point Road, Port Washington, New York, 11050 (hereinafter collectively
referred to as "Swanson") and Startech Environmental Corp., a Colorado
corporation having its office at 79 Old Ridgefield Road, Wilton, Connecticut,
06897 (hereinafter referred to as "Startech").

                               STATEMENT OF FACTS

     Dr. Rollan C. Swanson is a scientist and inventor, and the owner of patents
for a process known as "Catalytic conversion of water and carbon dioxide to low
cost energy, hydrogen, carbon monoxide, oxygen and hydrocarbons" embodied in the
patents listed in Exhibit A hereof and hereinafter referred to as the "Swanson
Patents". Startech and Swanson desire to enter into a mutually beneficial
business relationship for the Exploitation of the Swanson Patents and the
funding of monies required in connection therewith.

     Now, THEREFORE, in consideration of the mutual covenants herein contained,
     it is agreed as follows:

     1. DEFINITIONS

     (a)  For the purpose of this Agreement, the definitions set forth in
          Article 14 hereof shall be utilized.

     2. REPRESENTATIONS AND WARRANTIES

     (a)  Swanson hereby makes the following representations and warranties to
          Startech:

          i)   Swanson is the owner of all the right, title, and interest to the
               Swanson Patents;

          ii)  the Swanson Patents constitute a trade secret which has not been
               disclosed in its entirety to any third parties by Swanson;

          iii) all existing patents are listed in Exhibit A, attached hereto;

          iv)  Swanson has the right to grant this license referred to in
               Article 3 hereof,

          v)   Swanson has not sold, licensed, assigned, pledged, hypothecated,
               or otherwise transferred or conveyed any of the right, title, or
               interest in the Swanson Patents in derogation of this License.

     (b)  Startech hereby makes the following representations and warranties to
          Swanson:

          i)   Startech is a corporation, validly organized and in good standing
               under the laws of the State of Colorado;

          ii)  the execution of this Agreement has been duly authorized in
               accordance with charter instruments and by-laws of the
               corporation acting through its Board of Directors in accordance
               with all applicable laws;

          iii) the corporation has complied with all applicable state and
               federal laws with respect to the issuance of any securities;

<PAGE>


                       SWANSON PATENT LICENSE AGREEMENT
--------------------------------------------------------------------------------


     3. GRANT OF LICENSE

     (a)  Swanson hereby grants to Startech the exclusive and indivisible right
          and license throughout the world to develop, manufacture hardware and
          systems, to have hardware and systems made for it, to use and sell
          same, to grant sublicenses thereon, and to Exploit the Swanson Patents
          pursuant to the scope of license set forth in Article 16 hereof.

     (b)  Swanson shall have the right to receive a notice, in writing, within a
          period of twenty (20), days of the entire terms of any license,
          Agreement, etc. which has been entered into by Startech on the subject
          matter of this Agreement.

     (c)  Startech agrees that prior to execution of any license, agreement, or
          other material document relating to the subject matter of this
          Agreement, it will consult with Swanson prior to the consummation
          thereof.

     (d)  Startech will not make any agreements knowingly which will either
          affect Swanson's ownership or validity of any patents.

     (e)  This license will remain in effect until:

               i)   Startech is assigned the patents to the Swanson Patents from
                    Swanson by purchase under rights of first refusal pursuant
                    to Article 8 hereof;or

               ii)  this Agreement is terminated pursuant to Article 9 hereof.

     4. OBLIGATIONS OF STARTECH

     (a)  Within 10 days of signing and coming into effect of this Agreement,
          Startech shall pay to Swanson the sum of three-thousand dollars
          ($3,000.00); failure by Startech to make this payment within the
          stated period of time shall constitute an incurable default to this
          Agreement and this Agreement shall terminate totally pursuant to
          paragraph (g) of Article 9 hereof.

     (b)  Within 30 days of signing and coming into effect of this Agreement,
          Startech will convey to Swanson $15,000 of its restricted stock.

     (c)  At the start of active development, use, or marketing of the Swanson
          Patents, Startech shall enter into a secrecy agreement with Swanson to
          protect the value of the Swanson Patents and Startech shall require
          that all sub-contractors, sublicensees, licensees, consultants, and
          any entity having access to the catalyst used by the process embodied
          by the Swanson Patents or Confidential Information regarding the
          Swanson Patents be likewise bound to Startech by a secrecy agreement
          of similar intent and content. This secrecy agreement between Swanson
          and Startech will be in full force and effect for the life of this
          Agreement plus five (5) years or such time as Startech has purchased
          the Swanson Patents under rights of first refusal pursuant to Article
          8 hereof.

     (d)  Startech agrees to exert its best efforts in the Exploitation of the
          Swanson Patents for the mutual benefit of Swanson and Startech
          pursuant to Article 7 hereof.

     (e)  In consideration of this Agreement, Startech shall pay to Swanson five
          percent (5.00%) of all Machine Sales received by Startech from the
          Swanson Patents, in money and in kind. These payments (the Payments)

<PAGE>


                        SWANSON PATENT LICENSE AGREEMENT
--------------------------------------------------------------------------------


          shall be made in a timely manner, being no later than thirty (30) days
          after receipt by Startech of said proceeds. Regarding these Payments,
          Startech shall have the following obligations:

          i)   Startech shall engage a certified public accountant to audit the
               Payments and records of Startech to provide statements to
               Swanson.

          ii)  Startech shall keep true and accurate records and books of
               account containing all data reasonable required for the
               computation and verification of the Payments.

          iii) These Payments shall be binding upon all assignees and successors
               and shall last for the life of any patents on the Swanson Patents
               or the life of the Agreement whichever is longer.

          iv)  Swanson shall have the right to view or audit these records at
               any time and shall give Startech reasonable notice to produce any
               or all records associated with the Payments.

     5. MAINTENANCE COSTS

     (a)  So long as the license set forth in Article 3 hereof is in force and
          effect, Startech shall pay to Swanson a license fee of twelve thousand
          dollars ($12,000.00) annually, payable one-thousand dollars
          ($1,000.00) per month.

     (b)  Failure on the part of Startech to make the maintenance payments of
          paragraph (a) of this Article will result in Startech being considered
          in default pursuant to paragraph (f) of Article 9 hereof.

     (c)  Once any additional and/or foreign patenting of the Swanson Patents
          has been started pursuant to paragraph (a) of Article 6 hereof,
          Startech shall be financially responsible for the cost of filing and
          maintaining patent applications, future patents, and future
          applications all of which are related to the Swanson Patents. It is
          expressly agreed that Startech shall forward to the patent attorney or
          attorneys, who may have been designated by Swanson, within thirty (30)
          days of receipt of notice from said patent attorneys, any and all
          monies necessary, based on customary and reasonable charges, for the
          filing for domestic and foreign patent applications. Startech shall
          have the right to designate a patent attorney of its own choice.
          Swanson shall have the right himself to pay any amounts for the filing
          of any domestic or foreign patent applications, as Swanson may deem
          desirable.






<PAGE>


     6. OBLIGATIONS OF SWANSON


                       SWANSON PATENT LICENSE AGREEMENT
--------------------------------------------------------------------------------


     (a)  Startech will at its expense and option, file domestic and foreign
          patent applications, in the name of Dr. Rollan C. Swanson, on
          inventions of Swanson relating to Swanson. Swanson will provide all
          information in Swanson's possession which may be necessary or useful
          in the preparation and filing of such patent applications. Swanson
          will assist in the filing and prosecution of such patent applications.
          In the event Startech elects not to file a domestic or foreign patent
          application on an invention of Swanson's, Swanson may file such
          application at Swanson's expense.

     7. BEST EFFORTS

     (a)  Startech will exercise efforts to the best of its abilities to
          develop, scale-up, Exploit and reduce to commercial systems the
          Swanson Patents for the fields granted in this license as set forth in
          Article 16 hereof.

     (b)  Startech will produce a plan to develop and Exploit the process
          embodied in the Swanson Patents within 60 days of the signing and
          coming into effect of this Agreement.

     (C)  Startech shall provide sufficient funding, equipment, and facilities
          to Exploit the Swanson Patents.

     (d)  In addition to the right to receive notice as specified in paragraph
          (b) of Article 3 hereof, the following items shall be subject to
          Swanson's right of written notice:

               i)   any materials other than patents, proposed to be given or
                    disclosed in any way to licensees, sublicensees, or
                    sublessees.

     8. RIGHT OF FIRST REFUSAL TO ASSIGNMENT OF SWANSON PATENTS

     (a)  Startech shall have the right of first refusal to the assignment of
          the patents in the Swanson Patents and the including the entire right,
          title, and interest to said Swanson Patents should any of the patents
          become available for assignment to any entity other than Dr. Rollan C.
          Swanson.

     9. TERM, TERMINATION, AND REVERSIONARY RIGHTS

     (a)  Subject to the rights to termination hereinafter specified, this
          Agreement shall remain in effect until the last to expire of the
          Swanson Patents, any future patents, or any license granted to
          Startech that is covered by the Swanson Patents.

     (b)  This exclusive license Agreement may be terminated totally by
          Startech, at its option, by sending Dr. Rollan C. Swanson a written
          notice (the "Termination Notice") of its intention to terminate. The
          termination notice shall specify a date (the "Effective Date") on
          which the Agreement shall terminate. The Effective Date shall not be
          less that sixty (60) days after the date of the Termination Notice.
          Any outstanding Third Party License granted for the Swanson Patents,
          shall, however, continue for the effective duration of the Third-Party
          License. Any "grant-back" patents, patent applications, know-how,
          trade secrets, or a "grant-back" license, etc. obtained from any third
          party license including Exploitation Agreements, shall be irrevocably
          licensed by Startech to Swanson at no royalty to each, but the
          continuing royalties from "grant-back" patents, patent applications,
          know-how, and trade secrets licensed by Startech shall be as provided
          herein.

     (c)  In addition to the right to terminate totally this Agreement as
          provided in paragraph (b) of this Article, Startech shall have further
          right to:

<PAGE>


                        SWANSON PATENT LICENSE AGREEMENT
--------------------------------------------------------------------------------


          i)   discontinue the funding of portions of the Swanson Patents which
               show unsatisfactory feasibility sustained by feasibility studies
               or in Startech's opinion are not commercially feasible (the
               "Rejected Developments"), by sending a written notice (the
               "Rejection Notice") to Dr. Rollan C. Swanson. The Rejection
               notice shall specify a date (the "Effective Rejection Date") on
               which Startech's obligations hereunder shall ten-ninate insofar
               as the Rejected Developments are concerned;

          ii)  discontinue funding monies for existing processes or any other
               process under this Agreement which Startech funds.

     (d)  Swanson shall have the right to designate countries in which any U.S.
          counterpart patent applications shall be filed by sending notice to
          Startech within six (6) months after filing of U.S. application. If
          the aforesaid notice is given by Swanson, failure by Startech to
          accept the designation within nine (9) months from the filing date of
          the U.S. application, shall constitute an effective rejection of the
          right to file an application for a patent in that country by Startech
          as a result of which Swanson shall have an exclusive right to file an
          application for a patent in that country. Startech shall have the
          unrestricted right at any time and from time to time to file for
          applications in foreign countries of its choice except for
          applications resulting from Rejected Developments or, rejected
          applications specified herein. Startech shall have the right to
          designation of appropriate countries and rights to filing abroad of
          any U.S. applications within this field by Swanson or any "grant-back"
          applications, except that it shall give notice to Swanson of any
          intention not to file such application and, if Startech intends to
          file such application, the countries in which Startech intends to
          file, such notice to be given within nine (9) months after filing of
          such application. The Effective Rejection Date shall not be less than
          thirty (30) days after the date of the Rejection Notice. In the event
          that a Rejection Notice is sent, then (i) subject to existing
          Exploitation Agreements, all of the Rejected Development shall revert
          to Swanson as of the Effective Rejection Date, and (ii) on or before
          the Effective Rejection Date, Startech or its assigns or successors
          shall turn over to Swanson, without cost to Swanson (except
          transportation costs), all formulae, compounds, data and copies
          thereof, drawings and copies thereof, test results and copies thereof,
          models, prototypes, and supplies then held by Startech relating to the
          Rejected Developments, and (iii) as of the Effective Rejection Date,
          Startech shall have no further interest in the Rejected Development
          nor obligations in connection therewith, but all other rights of the
          parties hereunder shall continue in full force and effect.

     (e)  Swanson shall have the right to exercise his claim for reversionary
          rights and thereby terminate this Agreement for:

          i)   the failure of Startech to make any payments as pursuant to
               Article 4 hereof-, or

<PAGE>


                        SWANSON PATENT LICENSE AGREEMENT
--------------------------------------------------------------------------------


          ii)  the failure of Startech to fund the monies required for the
               maintenance costs under Article 5 hereof, or

          iii) breach by Startech of any material provisions of the Agreement;
               or

          iv)  an assignment by Startech for the benefit of creditors; or

          v)   the appointment of a receiver to take possession of Startech's
               business; or

          vi)  commencement of bankruptcy or insolvency proceedings by or
               against Startech.

     (f)  In the event Swanson shall desire to terminate this Agreement by
          reason of a default by Startech hereunder, Swanson shall send a
          written notice (the "Default Notice") indicating the specific default
          or defaults by Startech which are the basis of the termination. If the
          default or defaults specified in the Default Notice have not been
          cured within a period of (i) thirty (30) days from the date of the
          Default Notice of a non-monetary default and (ii) thirty (30) days
          from the date of the Default Notice for a monetary default, the
          termination shall be effective. If the non-monetary default is such
          that it cannot reasonably be cured within said thirty (30) day period,
          but can be cured with due diligence, Startech shall notify Swanson of
          the proposed action to be taken to cure. If it has commenced the
          curing of such non-monetary default within said thirty (30) day period
          and thereafter prosecutes the completion thereof with due diligence,
          the default shall be deemed cured.

     (g)  In the event of total termination of this Agreement, (i) all
          obligations of Startech shall cease as of the Effective Date, and (ii)
          on or before the Effective Date, Startech or its assignees or
          successors shall assign to Swanson its entire right, title, and
          interest to the Swanson Patents, and Patent Rights, and (iii) Startech
          or its assignees or successors shall turn over to Swanson without cost
          (except transportation costs) all compounds, samples, formulae, data
          and copies thereof, test results and copies thereof, drawings and
          copies thereof, models, prototypes and supplies, and (iv) the parties
          hereto shall have no further obligations under this Agreement.

     10. ASSIGNMENT OF LICENSE

     (a)  Startech agrees that prior to execution of any license, agreement, or
          other material document relating to the subject matter of this
          Agreement, it will consult with Swanson prior to the consummation
          thereof. Approval by Swanson for said assignment or sublicense to an
          entity or entities chosen by Startech for the purpose of developing or
          Exploiting the Swanson Patents shall not be unreasonably withheld:

     (b)  Swanson shall have the absolute right to assign, transfer, convey, or
          otherwise dispose of his accrued Payments, but in no event more than
          sixty (60%) percent of his future rights to Payments under this
          Agreement. The right to Payments shall not be affected by the
          inability of Swanson to perform hereunder by reason of the death or
          disability of Dr. Rollan Swanson.

     (c)  In the event that Startech or its successors or assigns shall assign
          its interest in this Agreement, as provided in paragraph (a) of this
          Article in whole or in part, a copy of such assignment shall be sent

<PAGE>

                        SWANSON PATENT LICENSE AGREEMENT
--------------------------------------------------------------------------------


          to Swanson within fifteen (15) days after its execution together with
          an Agreement executed by the assignee for the benefit of Swanson,
          assuming the obligations of this Agreement required to be performed by
          Startech. Such assumption shall be limited, however, to obligations
          under the Agreement during the period that such assignment is
          effective and the liability of the assignee shall be limited to
          liability associated with the performance of the assignee's
          obligations under that portion of this Agreement which is assigned.

     (d)  No assignment under paragraph (a) or paragraph (c) of this Article
          shall release Startech from its obligation to Swanson arising prior to
          or after termination of such assignment.

     11. LITIGATION AS PLAINTIFF

          In the event that Startech is of the opinion that litigation should be
     commenced for the protection of the Swanson Patents, or for patent
     infringement, or is otherwise desirable in connection with the Swanson
     Patents (the "Plaintiff Litigation"), the following provisions shall apply:

     (a)  Startech shall pay as an operating expense all of the costs incidental
          to bringing the Plaintiff Litigation.

     (b)  Any recovery from said Plaintiff Litigation, after deducting the costs
          and fees incurred in connection therewith, shall be included in Gross
          Receipts of Startech.

     (c)  Startech shall have the right to commence and pursue to final
          adjudication any Plaintiff Litigation and the right to select the
          attorneys who shall represent the parties constituting the plaintiffs
          in the Plaintiff Litigation, but, to protect his reversionary rights,
          Swanson has the right to designate separate counsel for that purpose.
          Startech may settle or terminate any litigation, with notice to
          Swanson, and Swanson may have the same rights to notice of an entire
          settlement agreement pursuant to the same conditions as in paragraph
          (b) of Article 3 hereof.

     (d)  Startech shall take no action knowingly which will affect the validity
          or ownership rights in the patents, patent applications, or trade
          secrets owned by Swanson.

     12. ADVERSE LITIGATION

          In the event that Startech or Swanson is sued for infringement of
     patents as the result of its Exploitation of the Swanson Patents or shall
     become involved in a legal proceeding involving such Exploitation which
     challenges the right of Startech and/or Swanson to exploit the Swanson
     Patents (hereinafter called the "Adverse Proceeding"), the following
     provisions shall apply:

     (a)  Startech shall pay all of the expenses incidental to such Adverse
          Proceeding but shall be entitled to reimbursement of fifty (50%)
          percent thereof out of the Purchase Payments to be made to Swanson
          under paragraph (e) of Article 4 hereof; and

     (b)  Startech shall immediately notify Dr. Rollan Swanson of such
          proceedings and thereafter one-half (1/2) of the Payments due and
          payable under this Agreement shall be placed in an interest-bearing
          trust account subject to the terms hereof by Startech pending the
          outcome of such Adverse Proceeding; and

<PAGE>

                        SWANSON PATENT LICENSE AGREEMENT
--------------------------------------------------------------------------------


     (c)  Dr. Rollan Swanson shall render such services as may be necessary by
          Startech's counsel before and during such Adverse Proceeding without
          additional compensation from Startech, except for reasonable
          out-of-pocket expenses; and

     (d)  Startech shall have the right to settle, dispose of, counterclaim, or
          defend any Adverse Litigation and the right to select the attorneys
          who shall represent the parties constituting the defendants in such
          Adverse Litigation and Swanson shall be notified of the entire
          settlement pursuant to the same conditions as in paragraphs (b) and
          (c) of Article 3 hereof. Swanson has an option to designate separate
          counsel if he deems it necessary for protection of his reversionary
          rights.

     (e)  If judgment be entered against Startech and/or Swanson in such Adverse
          Proceeding, Startech shall be relieved of Payments to Swanson with
          respect to the subject matter which is the basis of the Adverse
          Proceeding, including money withheld following the bringing of the
          Adverse Proceeding unless the amount withheld exceeds the amounts
          necessary to satisfy or dispose of said litigation, in which case the
          excess monies withheld shall be paid over to Swanson. If final
          judgment be entered in favor of Startech or Swanson in such Adverse
          Proceeding, Startech shall pay over to Swanson the amount of any
          Payment withheld pending the outcome of the Adverse Proceeding.

     (f)  However, Startech's ability to settle or dispose of Adverse Litigation
          extends only to its rights under this license, and shall not affect
          the validity or ownership of patents, patent applications, trade
          secrets, or copyrights owned by Swanson.

     13. GENERAL PROVISIONS

     (a)  Agreement: This Agreement sets forth the entire and understanding of
          the parties relating to the subject matter contained herein and
          supersedes and merges all prior agreements and discussions between
          them, and there are no prior understandings, expressed or implied,
          between the parties hereto. It is specifically understood that neither
          this Agreement nor any prior relationship which exists or existed
          between Swanson and Startech or any other person or entity shall
          create any shop rights to any Swanson process. Neither party shall be
          bound by any definition, condition, warranty, or representation other
          than as expressly stated in the Agreement or as subsequently set forth
          in writing and executed by a duly authorized officer of either party.

     (b)  Headings: The headings used herein are for convenience of reference
          and are not to be construed in interpreting this Agreement.

     (c)  Currency: All payments called for herein are to be made in United
          States currency.

     (d)  Severability: If any provision of this Agreement is legally determined
          to be void or unenforceable, the validity or enforceability of the
          remaining provisions of the Agreement shall not be affected thereby,
          but shall remain in full force and effect as though such void or
          unenforceable provisions had never been included.

     (e)  Non-Waiver of Rights: The failure of either party to exercise any
          rights granted to it by this Agreement shall not be construed as a
          waiver of such rights, and shall not impair the ability of such party
          to exercise any such rights, or other rights, in the future.

<PAGE>

                        SWANSON PATENT LICENSE AGREEMENT
--------------------------------------------------------------------------------


     (f)  Applicable Law. This Agreement shall be governed by and construed in
          accordance with the laws of the State of Connecticut without reference
          to conflicts of laws, principles, or which party drafted this
          Agreement.

     (g)  This Agreement shall be binding upon the heirs, assigns, executors,
          and successors of the parties.

     (h)  If during this license Agreement and while working on the Swanson
          Patents, Dr. Rollan Swanson discovers or invents subject matter or
          reduces to writing a trade secret, which is not related to the Swanson
          Patents, each invention, discovery, or trade secret, shall be owned by
          Swanson, but Startech shall have an exclusive license in the field
          defined in the "Swanson Patent License Agreement". Startech shall have
          no license in any field other than that set forth in Article 16 hereof
          and Swanson shall have sole ownership and property right of said
          discoveries, inventions, or trade secrets in all other fields. Upon
          termination of this Agreement, the exclusive license to Startech shall
          revert to Swanson, unless it is part of a still existing and
          continuing Exploitation Agreement or third party licenses.

     (i)  Any disagreements or disputes arising from this Agreement between the
          parties hereof shall be submitted for binding arbitration to the
          American Arbitration Society.

     (j)  Notices: All notices, claims, requests, and demands hereunder
          (hereinafter referred to as "communications") shall be in writing and
          shall be deemed to have been duly given if mailed (by registered or
          certified mail, return receipt requested and postage prepaid) as
          follows:

                           To Swanson:
                           -----------
                               Dr. and Mrs. Rollan Swanson
                               83 Sands Point Road
                               Port Washington, NY 11050

                           To Startech:
                           ------------
                               Startech Environmental Corp.
                               79 Old Ridgefield Road
                               Wilton, CT 06897

          or to such other address the party to whom notice is given may have
          furnished to the other party in writing in accordance herewith.

      14. DEFINITIONS OF TERMS

     For the purpose of this Agreement, the following definitions are
     applicable:

     (a)  "Swanson Patents Catalysts" shall mean any of the compounds made under
          the Swanson Patents that promote the catalytic reactions and processes
          covered in these patents.

<PAGE>

                        SWANSON PATENT LICENSE AGREEMENT
--------------------------------------------------------------------------------


     (b)  "know-how" is defined to mean, besides know-how possessed by Dr.
          Rollan Swanson at the time of entry into this Agreement, as any
          information directly related and critical to the "Swanson Patents"
          developed during this license Agreement by Swanson, Startech, or any
          third party licensee and which becomes the property of Startech as a
          direct result of this license Agreement or as a "grant back" from any
          development, scale-up, laboratory testing, third party license or
          Exploitation Agreement.

     (c)  "Third Party License" is defined to mean any license granted by
          Startech to parties other than Swanson or Startech which is to
          evaluate, develop, study, exploit, test, market, or in like manner
          make use in whole or in part of the Swanson Patents.

     (d)  "Confidential Information" means any information disclosed by either
          party of this Agreement to the other party on a confidential basis as
          herein defined: (i) any information that is clearly marked as
          "Confidential" or "Secret" or "Internal Use Only"; (ii) any
          information that is disclosed orally and is designated as confidential
          orally when it is disclosed and is confirmed within thirty (30) days
          in writing as confidential; and (iii) any information that, by its
          nature, is considered as confidential and that would cause irreparable
          harm to the disclosing party. Notwithstanding the forgoing, any
          information:

          i)   that can be demonstrated to have been in the public domain or
               publicly known prior to the date of disclosure by the disclosing
               party; or

          ii)  that can be demonstrated, from written records, to have been in
               the receiving party's possession or readily available to the
               receiving party from another source not under obligation of
               secrecy to the disclosing party prior to disclosure by the
               disclosing party; or

          iii) that becomes part of the public domain or publicly known by
               publication or otherwise, not due to any unauthorized act by the
               receiving party; or

          iv)  that is independently developed by the receiving party without
               the use of the disclosing party's Confidential Information.

     (e)  "Exploitation" and "Exploit" means the advancement of the Swanson
          Patents into saleable and useful systems.

     (f)  "Exploitation Agreement" is defined to mean any agreement that is
          issued by Startech to a third party for the purpose of Exploitation of
          the Swanson Patents.

     (g)  "Machine Sales" means the gross receipts on the sales of any hardware,
          systems or upgrades to systems directly related to and covered by the
          Swanson Patents and includes such "Machine Sales" by Startech, its
          subsidiaries, it licensees, its sublicensees, its lessees, its
          sublessees, etc.

     (h)  "Gross Receipts" shall mean all income from any and all sources
          received by Startech in connection with the Exploitation of the
          Swanson Patents.

      15. NO PARTNERSHIP

     (a)  The parties herein acknowledge that none of the provisions hereof
          shall be deemed to create a partnership between Swanson and Startech,
          it being agreed that their rights hereunder shall be those of
          licensor/exclusive licensee.

<PAGE>

                        SWANSON PATENT LICENSE AGREEMENT
--------------------------------------------------------------------------------


     16. SCOPE OF LICENSE

     (a)  This scope of this license on the Swanson Patents is restricted to the
          fields of (i) pollution control, (ii) conversion of and energy
          extraction from combustion flue gas and (iii) the production of
          synthesis gas (Syngas) from pollution control systems, combustion flue
          gas and any process or systems employing plasma arc technology in
          anyway.
















          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
     be executed as of the day and year first above written:



                  For Swanson:



                      /S/ Dr. Rollan C. Swanson
                  ------------------------------

<PAGE>


                        SWANSON PATENT LICENSE AGREEMENT
--------------------------------------------------------------------------------


                  Dr. Rollan C. Swanson



                  /S/ Eleonora Swanson
                  ------------------------------
                  Eleonora Swanson



                  For Startech:



                  /S/ Joseph F. Longo
                  ------------------------------
                  Joseph F. Longo

                  President

                  Startech, Corp.







                  A-1.  Issued U.S. Patents:

                  For the purpose of this Agreement, the following definitions
                  are applicable:

                  (a)  U.S. Patent 5516742: Catalytic conversion of water and
                       carbon dioxide to low cost energy, hydrogen, carbon
                       monoxide, oxygen and hydrocarbons.

                           (i)  Issued May 14, 1996

                  (b) U.S. Patent 5710087: Process for catalytic conversion of
                  water and carbon dioxide to low cost energy, hydrogen,
                  carbon monoxide, oxygen and hydrocarbons

<PAGE>

                        SWANSON PATENT LICENSE AGREEMENT
--------------------------------------------------------------------------------


                           (i)  Issued January 20, 1998
                  A-2.  Issued Foreign Patents:

                  None.






                                               Date:      10/29/98
                                                    -----------------------

                                                    /S/ Dr. Rollan Swanson
                                                    -----------------------
                                                        Dr. Rollan Swanson