Manufacturing, Licensing
                                       And
                             Distribution Agreement

     THIS LICENSE AGREEMENT ("Agreement") is made this 26th day of March, 2000,
by and between NVID International, Inc., a Florida corporation ("Licensor"),
Innovative Medical Services, a California Corporation ("Licensee, Marketer and
Distributor" or "Licensee") and ETI H20, Inc. Florida Corporation
("Manufacturer, Research & Development and Quality Control Supervisor" or
"Manufacturer").

WHEREAS, Licensor holds all rights to the product known AXEN/AXENHOL AND ALL
RELATED PRODUCTS or the "Licensed Product"), being patent pending products for
the killing of bacterial and other biological contaminants as more particularly
described in the attached Exhibit A: PATENT PENDING; and

WHEREAS, Licensor desires to license all marketing and distribution rights for
the Licensed Products to the Licensee and all manufacturing rights to
Manufacturer on the terms and conditions set forth herein.

THEREFORE, Licensor, Licensee and Manufacturer agree as follows:

1.   Prior written agreements
     1.1. It is hereby agreed to by the parties that this agreement supercedes
          all prior written agreements[*]. [*HANDWRITTEN INSERT OF `BETWEEN THE
          PARTIES HERETO ']

2.   Representations and Warranties of Licensee
3.   As an inducement to, and to obtain the reliance of Licensor and
     Manufacturer, Licensee represents and warrants as follows:
     3.1. Organization, Good Standing, Power, Etc. Licensee (i) is a corporation
          duly organized, validly existing and in good standing under the law of
          the State of California; (ii) is qualified or authorized to do
          business as a foreign corporation and is in good standing in all
          jurisdictions in which qualification or authorization may be required;
          and (iii) has all requisite corporate power and authority, licenses
          and permits to own or lease and operate its properties and carry on
          its business as presently being conducted and to execute, deliver and
          perform this Agreement and consummate the transactions contemplated
          hereby.

     3.2. Capitalization. The authorized capital stock of Licensee consists
          solely of 20,000,000 shares of Common Stock, no par value, (the
          "Licensee Common Stock"), of which, on the date hereof approx. 5
          million shares are issued and outstanding and no shares are held in
          the treasury of Licensee. In addition the Company has 5,000,000 shares
          of Preferred Stock authorized, none of which are presently
          outstanding. All of such issued and outstanding shares of the Licensee
          Common Stock have been duly authorized and validly issued and are
          fully paid and non-assessable with no personal liability attaching to
          the ownership thereof and were not issued in violation of the
          preemptive or other rights of any person.

     3.3. Authorization of Agreement. This Agreement has been or will be at
          Closing duly and validly authorized, executed and delivered by
          Licensee.

     3.4. Compliance with Applicable Laws. The conduct by Licensee of their
          business does not violate or infringe on any domestic (federal, state
          or local) or foreign law, statute, ordinance or regulation now in
          effect, or, to the knowledge of Licensee proposed to be adopted, the
          enforcement of which would materially and adversely affect its
          business or the value of its properties or assets.

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     3.5. Exchange Act Filings and Financial Statements. Licensee has filed all
          reports required of it with the United States Securities and Exchange
          Commission (the SEC) pursuant to Section 12(g) of the Securities
          Exchange Act of 1934 (the 1934 Act) including without limitation,
          registration statements, 10-KSB's, 10-QSB's, Form 8's, etc. for each
          of the annual, quarterly or other fiscal periods from the first to
          latest such filings since Licensee first so registered as a public
          company.

     3.6. Recognition of Licensor Trade Secrets.

        3.6.1. Licensee agrees that during the term of this Agreement, or
               following its termination and for all times thereafter, it will
               keep secret and confidential all Licensor Trade Secrets which it
               knows or may hereafter come to know as a result of the
               relationship established by this Agreement. The Licensor Trade
               Secrets shall not be disclosed by Licensee to third parties and
               shall be kept secret and confidential except (i) to the extent
               that the same have entered into the public domain by means other
               than improper actions by Licensee or (ii) to the extent that the
               disclosure thereof may be required pursuant to the order of any
               court or other governmental body.

        3.6.2. It is understood and recognized by Licensee that in the event
               of any violation by Licensee of the provisions above, Licensor's
               remedy at law will be adequate.

        3.6.3. Licensor, Licensee and Manufacturer shall cause their employees
               who shall have access to the Licensor, Manufacturer and Licensee
               Trade Secrets hereof, to sign appropriate Trade Secrecy
               Agreements in the form of Exhibit B annexed hereto and made a
               part hereof.

4. Representations And Warranties Of Licensor

As an inducement to, and to obtain the reliance of Licensee and Manufacturer,
Licensor represents and warrants as follows:

     4.1. Organization, Good Standing, Power, Etc. Licensor (i) is a corporation
          duly organized, validly existing and in good standing under the laws
          of Delaware and (ii) has all requisite corporate power and authority,
          licenses, permits and franchises to own or lease and operate its
          properties and carry on its business as presently being conducted and
          to execute, deliver and perform this Agreement and consummate the
          transactions contemplated hereby.

     4.2. Authorization of Agreement. This Agreement has been or will be at
          Closing duly and validly authorized, executed and delivered by
          Licensor.

     4.3. Material Contracts There has not occurred any default by Licensor or
          any event which with the lapse of time or the election of any person
          other than Licensor will become a default, except defaults, if any,
          which will not result in any material loss to or liability of
          Licensor.

     4.4. Permits, Licenses, Etc. Licensor has all permits, licenses, orders and
          approvals of federal, state, local or foreign governmental or
          regulatory bodies that are required in order to permit it to carry on
          their business as presently conducted.

     4.5. Compliance with Applicable Laws. The conduct by Licensor of its
          business does not violate or infringe upon any domestic (federal,
          state or local) or foreign law, statute, ordinance or regulation now
          in effect, or, to the knowledge of Licensor proposed to be adopted,
          the enforcement of which would materially and adversely affect its
          business or the value of its properties or assets.

     4.6. Litigation. There is no material claim, action, suit, proceeding,
          arbitration, investigation or inquiry pending before any federal,
          state, municipal, foreign or other court or governmental or
          administrative body or agency, or any private arbitration tribunal, or
          to the knowledge of Licensor threatened, against, relating to or

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          affecting Licensor or any of its properties or business, or the
          transactions contemplated by this Agreement; nor to the knowledge of
          Licensor is there any basis for any such material claim, action, suit,
          proceeding, arbitration, investigation or inquiry which may have any
          adverse effect upon the assets, properties or business of Licensor, or
          the transactions contemplated by this Agreement. Neither Licensor nor
          any officer, director, partner or employee of Licensor, has been
          permanently or temporarily enjoined by order, judgment or decree of
          any court or other tribunal or any agency from engaging in or
          continuing any conduct or practice in connection with the business
          engaged in by Licensor. There is not in existence at present any
          order, judgment or decree of any court or other tribunal or any agency
          enjoining or requiring Licensor to take any material action of any
          kind or to Licensor and its business, properties or assets are subject
          or bound. Licensor is not in default under any order, license,
          regulation or demand of any federal, state or municipal or other
          governmental agency or with respect to any order, writ, injunction or
          decree of any court which would have a materially adverse impact upon
          Licensor's operations or affairs.

     4.7. Other Information. None of the information and documents which have
          been furnished or made available by LICENSOR, or any of its
          representatives to LICENSEE and MANUFACTURER or any of their
          representatives in connection with the transactions contemplated by
          this Agreement is materially false or misleading or contains any
          material misstatements of fact or omits any material fact necessary to
          be stated in order to make the statements therein not misleading.

     4.8. Covenant to Refrain from Trading in Licensee Securities. The Licensor,
          its executive officers and directors represent and warrant that since
          August 1, 1999 they have not engaged in trading of Licensee securities
          and until such time that Licensee has announced the Closing of this
          Agreement, the Licensor, its executive officers and directors will not
          engage in trading of Licensee securities.

     4.9. Authority to Grant a License. Pursuant to the Licensor as the holder
          of the patents for the Licensed Products and the knowledge and consent
          thereof, the Licensor has the right and authority to grant the license
          set forth in this Agreement to the Licensor.

     4.10. Compliance with Environmental Laws. Licensor has not caused or
          permitted its business, properties, or assets to be used to generate,
          manufacture, refine, transport, treat, store, handle, dispose of,
          transfer, produce, or process any Hazardous Substance (as such term is
          defined herein) except in compliance with all applicable laws, rules,
          regulations, orders, judgments, and decrees, and has not caused or
          permitted the Release of any Hazardous Substance on or off the site of
          any property of Licensor. The term `Hazardous Substance' shall mean
          any hazardous waste, as defined by 42 U.S.C. ' 6903(5), any hazardous
          substance, as defined by 42 U.S.C. ' 601(14), any pollutant or
          contaminant, as defined by 42 U.S.C. ' 9601(33), and all toxic
          substances, hazardous materials, or other chemical substances
          regulated by any other law, rule, or regulation. The term `Release'
          shall have the meaning set forth in 42 U.S.C. ' 9601(22).

     4.11. Licensor, Licensee and Manufacturer shall cause their employees who
          shall have access to the Licensor, Manufacturer and Licensee Trade
          Secrets hereof, to sign appropriate Trade Secrecy Agreements in the
          form of Exhibit B annexed hereto and made a part hereof.

5. Representations And Warranties Of Manufacturer

As an inducement to, and to obtain the reliance of Licensor and Licensee,
Manufacturer represents and warrants as follows:

     5.1. Organization, Good Standing, Power, Etc. Licensee (i) is a corporation
          duly organized, validly existing and in good standing under the law of
          the State of Florida; (ii) is qualified or authorized to do business
          as a foreign corporation and is in good standing in all jurisdictions
          in which qualification or authorization may be required; and (iii) has
          all requisite corporate power and authority, licenses and permits to


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          own or lease and operate its properties and carry on its business as
          presently being conducted and to execute, deliver and perform this
          Agreement and consummate the transactions contemplated hereby.

     5.2. Authorization of Agreement. This Agreement has been or will be at
          Closing duly and validly authorized, executed and delivered by
          Manufacturer.

     5.3. Compliance with Applicable Laws. The conduct by Manufacturer of their
          business does not violate or infringe on any domestic (federal, state
          or local) or foreign law, statute, ordinance or regulation now in
          effect, or, to the knowledge of Manufacturer proposed to be adopted,
          the enforcement of which would materially and adversely affect its
          business or the value of its properties or assets.
        5.3.1. Licensor, Licensee and Manufacturer shall cause their employees
               who shall have access to the Licensor, Manufacturer and Licensee
               Trade Secrets hereof, to sign appropriate Trade Secrecy
               Agreements in the form of Exhibit B annexed hereto and made a
               part hereof.

6. Responsibilities and Obligations of the Parties

     6.1. Responsibilities of the Licensor,
        6.1.1. Licensor will be responsible for processing, completing and
               obtaining the above referenced foreign and domestic patents.
        6.1.2. Licensor does hereby transfer any and all, sales leads,
               inquiries and pending agreements with any entity regarding AXEN
               or AXENOHL products formulations or uses.
        6.1.3. Licensor will be responsible for all cost associated with
               obtaining the above referenced patent.

     6.2. Responsibilities of the Licensee,
        6.2.1. Licensee will be responsible for sales and marketing of the
               Axenohl product line and associated cost including future studies
               and tests.

     6.3. Responsibilities of the Manufacturer,
        6.3.1. Manufacturer will be responsible for processing, and production
               of Axenohl.
        6.3.2. Manufacturer will be responsible for all supervision of all
               research, studies, data and quality control of the AXEN/AXENOHL
               product.

     6.4. Marketing And Distribution Licenses

     6.5. Sale of License for AXEN/AXENHOL AND ALL RELATED PRODUCTS. Subject to
          Closing of this Agreement as set forth below, Licensor grants to the
          Licensee a license to market and distribute AXEN/AXENHOL AND ALL
          RELATED PRODUCTS for all markets except as specifically listed and
          attached hereto as Exhibit "C". If Licensor cannot supply AXENOHL for
          any reason, IMS will have the right to manufacture AXEN/AXENHOL AND
          ALL RELATED PRODUCTS. IMS will bear the complete cost associated with
          manufacturing set-up/equipment (This does not include reasonable
          set-up expenses for ETI H20 to set-up the operation.) In such
          instance, ETI H20, Inc. will provide the manufacturing know-how to
          assist IMS in setting up a manufacturing operation for the
          AXEN/AXENHOL AND ALL RELATED PRODUCTS. Should IMS elect to set up
          manufacturing ETI H20, Inc. (if available) will have total supervision
          of quality control and manufacturing specifications. Compensation for
          this will be set at a cost per month ($5,000 per location or 1% of
          production, whichever is greater) plus reasonable expenses. This is
          not intended to limit IMS from the direct utilization of a product
          Blender or Manufacture to incorporate Axenohl into a finished product
          (i.e. Soaps, lotions, etc.)

7. Manufacturing License

     7.1. Sale of license to manufacture AXEN/AXENHOL FORMULATIONS. Subject to
          Closing of this Agreement as set forth below, Licensor and Licensee
          grant to the Manufacture a license to manufacture all AXEN/AXENHOL

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          formulations adhering strictly to specifications generated and
          provided by manufacture This license also grants total supervision
          rights of all testing and data generation to Manufacture so that
          quality control and security for the product remain intact. Mutual
          approval is required by ETI H2O and IMS to grant use of any
          confidential test data, regulatory approvals and certifications or
          government approvals to any and all third parties by NVID. It is
          specifically agreed to by NVID, IMS and ETI H2O that all past, present
          and future: tests, studies, approvals, certifications, marketing
          materials and confidential property of any kind or source are the
          property of IMS and ETI H2O.

     7.2. This Agreement acknowledges that ETI H20, Inc. will have a supervisor
          capacity over all R&D of the AXEN/AXENOHL product and product lines
          that are currently available as well as future products that may be
          developed. This is accomplished on a cost plus basis (min $3,000 per
          month plus expenses). ETI H20, Inc. will maintain overall data
          security for AXENOHL products currently in production and future
          products. Should circumstances prevent the inventor or staff of ETI
          from performing in this capacity, all secure data, i.e. formulations,
          exact manufacturing process, product secrets etc. will be passed to
          Licensee.

          7.2.1. ETI H20, Inc will be brought current on outstanding invoices
               for R&D/QC due as of 3-26-2000 in the amount of $57,000.

          7.2.2. The manufacture grants to IMS use of the Trademark name AXEN
               and AXENOHL

               7.2.2.1. Manufactured Price The term "Manufactured Price" as used
                    in this agreement shall mean the actual cost for
                    Manufacturer to produce AXEN/AXENHOL and any RELATED
                    PRODUCTS per gallon as of the date produced.

          7.2.3. AXEN/AXENHOL AND ALL RELATED PRODUCTS Licensing Fee. Commencing
               one month after Licensee sells AXEN/AXENHOL AND ALL RELATED
               PRODUCTS in the Point of Use System Market or Healthcare market,
               Licensee shall pay a Licensing Fee of $70,000 payable at the rate
               of $10,000 per month for (7) seven consecutive months.

          7.2.4. AXEN/AXENHOL AND ALL RELATED PRODUCTS EPA Testing Payments.
               Licensee shall be responsible for the fees associated with EPA
               certification as provided by EPL-Bio-Analytical. Said fees for
               EPA Certification not to exceed $70,000.

               7.2.4.1. Fees Disbursement

                     7.2.4.1.1. AXEN/AXENHOL AND ALL RELATED PRODUCTS USDA
                         Research Agreement Payment. Within ten (10 days
                         following the Closing of this Agreement, Licensee shall
                         pay the U.S. Department of Agriculture, $29,500 for a
                         one year research and testing agreement to determine if
                         AXEN/AXENHOL AND ALL RELATED PRODUCTS may be approved
                         for use in preparation and processing of food for human
                         or animal consumption.

                      7.2.4.1.1.1. The parties do hereby agree that $29,500 has
                                   been paid for by IMS, and received by NVID.

               7.2.4.1.2. $20,000 will be paid to ETI H2O, Inc. upon closing of
                    this Agreement as partial repayment of EPL-Bio-Analytical
                    invoices paid for by ETI and submitted to NVID.

               7.2.4.1.3. The remaining balance of up to $50,000 shall be paid
                    to EPL-Bio-Analytical at the rate of work actually performed
                    monthly commencing ten (10) days following the closing, and
                    shall not exceed the actual invoice cost of
                    EPL-Bio-Analytical.

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                    7.2.4.1.3.1. The parties do hereby agree that $50,000 has
                              been paid for by IMS, and received by NVID and ETI


               7.2.4.1.4. Royalty. Subject to Closing of this Agreement as set
                    forth below, the Licensee shall pay to Licensor, a royalty
                    in the amount of fifteen percent (15%[*])[*HANDWRITTEN NOTE
                    REPLACES 15% WITH 20%] of the actual manufactured price of
                    AXEN/AXENHOL AND ALL RELATED PRODUCTS sold by or through the
                    Licensee during a calendar quarter in the Point-of-Use
                    Market. The Royalty shall be paid on or before the thirtieth
                    (30) day after the close of each calendar quarter for all
                    AXEN/AXENHOL AND ALL RELATED PRODUCTS for which the Licensee
                    has been paid during each calendar quarter adjusted solely
                    for returned or credited product.

                    7.2.4.1.4.1. Licensee agrees to furnish Licensor with an
                          annual accounting setting forth the number of units
                          sold in the prior year concurrently with the filing of
                          it's form 10-SBK.

               7.2.4.2. Exclusive[*] License Fees. [*HANDWRITTEN STRIKEOUT OF
                    EXCLUSIVE] IMS will pay to NVID any up-front licensing fees
                    generated by any third parties for rights to AXEN/AXENHOL
                    AND ALL RELATED PRODUCTS that IMS may grant in the Food
                    Processing Market[*] [*HANDWRITTEN STRIKEOUT OF `FOOD
                    PROCESSING MARKET'][HANDWRITTEN INSERT OF `ALL MARKETS'] in
                    the following manner: Year One: 15% of fee; Year Two 18.5%
                    of fee, Year Three 20% of fee, Year Four and thereafter
                    20%[*]. [*HANDWRITTEN STRIKEOUT OF `FOLLOWING MANNER: YEAR
                    ONE: 15% OF FEE; YEAR TWO 18.5% OF FEE, YEAR THREE 20% OF
                    FEE, YEAR FOUR AND THEREAFTER 20%'][ HANDWRITTEN INSERT OF
                    `AMT OF 50% OF GROSS']

8. Closing

     8.1. Closing. The Closing of this Agreement is on date of execution of this
          agreement, (herein called the "Closing Date"). At the Closing, each of
          the respective parties hereto shall execute, acknowledge, and deliver
          (or shall cause to be executed, acknowledged, and delivered) any
          agreements, resolutions, or other instruments required by this
          Agreement to be so delivered at or prior to the Closing, together with
          such other items as may be reasonably requested by the parties hereto
          and their respective legal counsel in order to effectuate or evidence
          the transactions contemplated hereby.

9. Special Covenants

     9.1. Due Diligence. The parties hereto shall have up to and including the
          date prior to Closing within which to complete their due diligence
          investigations on the other party and the transaction contemplated
          hereunder. In the event either party hereto decides, in its sole
          discretion, not to proceed with the Closing based on its due diligence
          investigation, it shall notify the other in writing of such decision
          and this Agreement shall terminate without obligation to the other
          party except as to the confidentiality provisions.

     9.2. Exchange of Information. Each party shall cooperate fully by
          exchanging information requested by the other party in a timely
          manner. Without in any manner reducing or otherwise mitigating the
          representations contained herein, each party and/or its attorneys
          shall have the opportunity to meet with the accountants and attorneys
          of the other party to discuss its respective legal and financial
          condition and this transaction. If this transaction is not completed,
          all documents received by each party and/or its attorney shall be
          returned to the other party and all such information so received shall
          be treated as confidential in accordance with Section x. ETI H20, Inc
          will maintain all the confidential data so the security of the product
          stay intact. Necessary data for marketing will be transferred freely
          to IMS.


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10. Conditions Precedent to Obligations of Parties

     10.1. Licensor's Closing Conditions. The obligations of Licensor hereunder
          are subject to fulfillment prior to or at the Closing of each of the
          following conditions:

          10.1.1. Representations and Warranties. The representations and
               warranties of Licensee made pursuant to Paragraph 1 above, shall
               be true and accurate in all material respects as of the Closing
               Date.

          10.1.2. Performance. Licensee shall have performed and complied with
               all agreements and conditions required by this Agreement to be
               performed or complied with by it prior to or at the Closing.

               10.1.2.1. Licensee will use reasonable commercial marketing
                    efforts in Licensees representations of all markets covered
                    in this agreement.

     10.1.3. Opinion of Licensee's Counsel. Licensee shall have delivered to
          Licensor an opinion of Licensee's counsel, Dennis Brovarone, Attorney
          at Law, dated the Closing Date to the effect that: (i) Licensee is a
          corporation duly organized, validly existing and in good standing
          under the laws of the State of California, has all requisite power to
          carry on its business as now being conducted and to execute, deliver
          and perform this Agreement and to perform its obligations; (ii)
          Licensee is duly qualified to do business as a foreign corporation and
          is good standing in each jurisdiction in which the nature of the
          business conducted by it or the property owned, operated or leased by
          it makes such qualification necessary; (iii) this Agreement has been
          duly authorized by all necessary corporate action on the part of
          Licensee, has been duly executed and delivered by IMS and constitutes
          the legal, valid and binding obligation of Licensee enforceable in
          accordance with its terms except as enforceability thereof may be
          limited by the insolvency or other laws affecting the rights of
          creditors and the enforcement of remedies; (iv) Licensee has prepared
          and filed with the SEC all periodic reports required of it under the
          1934 Act; (v) neither the execution, delivery and performance by
          Licensee of this Agreement, nor compliance by Licensee with the terms
          and provisions hereof, will conflict with, or result in a breach of
          the terms, conditions or provisions of, or will constitute a default
          under, the Articles of Incorporation or Bylaws of Licensee or any
          agreement or instrument known to such counsel to which Licensee is a
          party or by which IMS or any of its properties or assets are bound;
          (vi) there are no actions, suits or proceedings pending or, to the
          knowledge of such counsel, threatened against Licensee before any
          court or administrative agency, which have, in the opinion of such
          counsel, if adversely decided, will have any material adverse effect
          on the business or financial condition of Licensee or which questions
          the validity of this Agreement. In rendering his opinion, counsel
          shall be allowed to rely on written representations of officers and
          directors of the Licensee as to factual matters without independent
          verification thereof.

          10.1.4. Current Status with Securities and Exchange Commission.
               Licensee shall have prepared and filed with the SEC all periodic
               reports required under the 1934 Act pursuant to Section 12(g)
               thereof.

          10.1.5. Due Diligence. Licensor shall have completed and be satisfied
               with its due diligence investigation of Licensee pursuant to
               Paragraph 9.1.

     10.2. Licensee's Closing Conditions. The obligations of Licensee hereunder
          are subject to fulfillment prior to or at the Closing of each of the
          following conditions:

          10.2.1. Representations and Warranties. The representations and
               warranties of Licensor made pursuant to paragraph 2 above, shall
               be true and accurate in all material respects as of the Closing
               Date.

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          10.2.2. No Adverse Changes. There shall not have been, since the date
               of the latest audited financial statements of Licensor, any
               materially adverse change in their financial condition, assets,
               liabilities or business.

          10.2.3. Opinion of Licensor's Counsel[*] [*HANDWRITTEN MARGIN NOTE OF
               `I CAN'T GIVE THIS OPINION'] Licensor shall have delivered to
               Licensee, an opinion of their counsel, Mr. Curt Creely, Attorney
               at Law, respectively, dated the Closing Date to the effect that:
               (i) Licensor is a corporation duly organized, validly existing
               and in good standing under the laws of the State of Delaware, has
               all requisite power to carry on its business as now being
               conducted and to execute, deliver and perform this Agreement and
               to perform its obligations; (ii) Licensor is duly qualified to do
               business and is in good standing in each jurisdiction in which
               the nature of the business conducted by it or the property owned,
               operated or leased by it makes such qualification necessary;
               (iii) this Agreement has been duly authorized by all necessary
               corporate action on the part of Licensor, has been duly executed
               and delivered by Licensor and constitutes the legal, valid and
               binding obligation of Licensor, enforceable in accordance with
               its terms except as enforceability thereof may be limited by the
               insolvency or other laws affecting the rights of creditors and
               the enforcement of remedies; (iv) neither the execution, delivery
               and performance by Licensor of this Agreement, nor compliance by
               Licensor with the terms and provisions hereof, will conflict
               with, or result in a breach of the terms, conditions or
               provisions of, or will constitute a default under, the Articles
               of Incorporation or Bylaws of Licensor or any agreement or
               instrument known to such counsel to which Licensor is a party or
               by which Licensor or any of its properties or assets are bound;
               (v) there are no actions, suits or proceedings pending or, to the
               knowledge of such counsel, threatened against Licensor before any
               court or administrative agency, which, in the opinion of such
               counsel, if adversely decided, will have any material adverse
               effect on the business or financial condition of Licensor or
               which questions the validity of this Agreement. In rendering
               their opinion, counsel shall be allowed to rely on written
               representations of officers and directors of the Licensor as to
               factual matters without independent verification thereof.

          10.2.4. Due Diligence. Licensee shall have completed and be satisfied
               with its due diligence investigation of Licensor pursuant to
               paragraph 9.1.

11. Patent and Copyright Indemnity.

     11.1. Licensor warrants that the use of the Licensed Products by the
          Licensee pursuant to the terms hereof shall not constitute an
          infringement of any existing patent, copyright or other right.
          Licensor hereby agrees to defend or settle any suit, proceeding or
          claim brought against the Licensee based on a claim that the use of
          the Licensed Products or any part thereof by the Licensee constitutes
          an infringement of any existing patent, copyright or other right.
          Licensor shall pay all damages or costs awarded against or expenses,
          including attorneys' fees, incurred by the Licensee in such suit,
          proceeding or claim.

     11.2. In the event the Licensed Products or any part thereof shall be in
          Licensor's opinion likely to or shall become the subject of a claim
          for patent, copyright, or other infringement, Licensor shall, at its
          option and expense, procure for the Licensee the right to continue
          using such affected part of the Licensed Products or modify such
          affected part to become non-infringing. Should Licensor elect to
          remove or modify such infringing part of the Licensed Products,
          Licensor shall forthwith replace such part with a functionally
          equivalent non-infringing part or take other appropriate action to
          insure that the Licensed Products conforms to the Specifications to
          the Licensee's satisfaction, without cost to the Licensee.

     11.3. In the event that Licensor shall refuse or shall be unable to supply
          or shall be prevented from supplying the Licensed Products or any part
          thereof to the Licensee, or in the event that the Licensee's continued
          use of the Licensed Products shall be prohibited or enjoined at any
          time, Licensor shall promptly replace all affected parts of the


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<PAGE>
          Licensed Products with functionally equivalent non-infringing parts or
          shall take such other action to insure that the Licensed Products
          conforms to the Specifications to the Licensee's satisfaction, without
          cost to the Licensee.

     11.4. Licensor warrants that the Licensee shall suffer no interruption of
          its normal business activities or cycles as a result of any claimed
          infringement, any litigation referred to in Paragraph 7 hereof or any
          replacement of items contemplated in Paragraph 7 hereof.

12. Miscellaneous

     12.1. Expenses and Further Assurances. The parties hereto shall each bear
          their respective costs and expenses incurred in connection with the
          transactions contemplated by this Agreement. Each party hereto will
          use its best efforts provide any and all additional information,
          execute and deliver any and all documents or other written material
          and perform any and all acts necessary to carry out the intent of this
          Agreement and to comply with U.S. law.

     12.2. Survival of Representations, Warranties and Covenants. All of the
          representations, warranties and covenants made as of the date of this
          Agreement and as of Closing, shall survive the closing of this
          transaction.

     12.3. Successors and Assigns. All representations, warranties, covenants
          and agreements in this Agreement shall be binding upon and shall inure
          to the benefit of the parties hereto and their respective heirs,
          representatives, successors and assigns whether so expressed or not.

     12.4. Governing Law. This Agreement and the legal relations among the
          Parties hereto shall be governed by and construed in accordance with
          the laws of the State of California and that the State or Federal
          Courts of California shall be the jurisdiction in which any legal
          proceedings relative to this Agreement shall be brought. The foregoing
          notwithstanding, the Parties agree that prior to litigation, they will
          arbitrate any disputes relative to this Agreement through the services
          of the offices of the American Arbitration Association in and for San
          Diego, California.

          12.4.1. Attorney's Fees In any action brought to enforce the terms and
               conditions of this Agreement, the prevailing party shall be
               entitled in addition to any other remedies, its reasonable
               attorneys fees incurred in the prosecution or defense of the
               action.

     12.5. Section and Other Headings. The section and other headings herein
          contained are for convenience only and shall not be construed as part
          of this Agreement.

     12.6. Counterparts. This Agreement may be executed in any number of
          counterparts and each counterpart shall constitute an original
          instrument, but all such separate counterparts shall constitute but
          one and the same instrument.

     12.7. Entire Agreement. This Agreement constitutes the entire agreement
          between the parties hereto and supersedes all prior agreements,
          understandings and arrangements, oral or written, between the parties
          hereto with respect to the subject matter hereof. This Agreement may
          not be amended or modified, except by a written agreement signed by
          all parties hereto.

     12.8. Severability. Any term or provision of this Agreement which is
          invalid or unenforceable in any jurisdiction shall, as to such
          jurisdiction, be ineffectual to the extent of such invalidity or
          unenforceability without rendering invalid or unenforceable the
          remaining terms and provisions of this Agreement or affecting the
          validity or enforceability of any of the terms or provisions of this
          Agreement in any other jurisdiction.

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<PAGE>
     12.9. Confidentiality. Each party hereto agrees with the other parties
          that, unless and until this Agreement has been consummated, or for a
          period of one (1) year from the date of this Agreement if the
          transaction contemplated by this Agreement is not consummated it and
          its representatives will hold in strict confidence all data and
          information obtained with respect to the other party from any
          representative, Officer, Director or employee, or from any books or
          records or from personal inspection, of such other party, and shall
          not use such data or information or disclose the same to others,
          except: (i) to the extent such data or information has theretofore
          been publicly disclosed, is a matter of public knowledge or is
          required by law to be publicly disclosed; and (ii) to the extent that
          such data or information must be used or disclosed in order to
          consummate the transactions contemplated by this Agreement. The
          foregoing notwithstanding, Licensee shall be authorized to publicly
          announce the execution and closing of this Agreement, details thereof
          and a description of Licensor and the business conducted thereby.

In conclusion all of the parties agree that the following represents the
accurate reconciliation by and between the parties accounts and will be brought
current within 30 calendar days of signing this agreement.

   IMS owes NVID  $ ___________             IMS owes ETI  $ ___________

   NVID owes ETI  $ ___________             NVID owes IMS $ ___________

   ETI owes IMS   $ ___________             ETI owes NVID $ ___________



IN WITNESS WHEREOF, the corporate parties hereto have caused this Agreement to
be executed by their respective Officers, hereunto duly authorized, as of the
date first above written[*].

[*HANDWRITTEN INSERT OF"

`SUBJECT TO:

1. FINAL NEGOTIATIONS OF NON-MATERIAL ITEMS

2. SUBJECT TO LEGAL REVIEW OF FORM ONLY

3. SUBJECT TO LEGAL REVIEW OF 7.2.4.2.

4. SUBJECT TO PERFORMANCE GOAL OF 500 BARRELS PER MONTH WITHIN 36 MONTHS OR $1
   MILLION WHICH EVER IS GREATER.']

NVID INTERNATIONAL, INC.


By:    /s/ DAVID J LARSON                                   Date: 03/26/00
       David J. Larson, President


By:    /s/ MICHAEL J REDDEN                                 Date: 03/26/00
       Michael J. Redden, Secretary


By:    _________________________________                    Date: _____________



INNOVATIVE MEDICAL SERVICES


By:   /s/ MICHAEL L KRALL                                  Date: 03/26/00
      Michael L. Krall, President


ETI H20, INC.


By:   /s/ GEORGE L. DUREN                                  Date: 03/26/00
      George L. Duren, as for Andrew Arata Agent


                                 Page 10 of 10


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