LICENSE AGREEMENT


     This  agreement  ("Agreement")  made  and entered into effective August 21,
1999  ("Effective Date") by and between David R. Mortenson & Associates, located
at  P.O.  Box  5034  Alvin,  Brazoria County, Texas, U.S.A., ("Grantor") and New
Hampshire  Industrials Inc., ("Licensee"), a Nevada Corporation whose registered
office  is  at  50  West  Liberty  Street,  Suite  880,  Reno,  Nevada  89501;

                              W I T N E S S E T H:

     WHEREAS,  Grantor  has  certain  rights  as  evidenced  by  the  attached
Distribution  Agreement  (the "Distribution Agreement") to Products developed by
NW  Technologies, Inc. (NWT"), a Texas corporation with its principal offices at
5817 Centralcrest, Houston, Texas 77092, which company has developed proprietary
know-how  in  the Products, including Products covered by one or more US Patents
that have been licensed to NWT, and other Products (as hereinafter defined); and

     WHEREAS,  NWT  has proprietary rights to trade dress and trademarks for the
brand name "Natures' Way" and "The Environmental Solution", and other trademarks
and  trade dress' as may be revealed to Licensee from time to time, collectively
referred  to  as  "Marks";  and

     WHEREAS  Grantor  is under obligation to maintain the proprietary rights of
NWT  to  the Marks and to protect NWT's proprietary know-how, as outlined in the
Distribution  Agreement;  and

     WHEREAS,  NWT  and  Grantor  desire  to  have  the Products marketed by the
Licensee,  under  the  Licensee's  own  private  label,  in  the  Territory  (as
hereinafter  defined);  and

     WHEREAS,  Licensee  desires  to  market  the  Products in the Territory and
hereby  acknowledges  NWT's  exclusive  ownership  of  all  of  the  Marks;

     NOW,  THEREFORE, in consideration of the mutual covenants set forth herein,
and  other,  good  and  valuable  consideration,  Grantor  and Licensee agree as
follows:


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<PAGE>
                                    ARTICLE I
                          GRANT, TERRITORY AND PRODUCTS

     1.01     GRANT  AND  TERRITORY. (a) Grantor hereby designates Licensee as a
Private Label distributor for the marketing of the Products in the market(s) and
geographic  area(s)  set  forth  in  Exhibit "A" hereto, ("Territory"). Licensee
hereby  accepts the designation as a distributor on the terms and subject to the
conditions  contained  herein.

     (b)  Licensee  hereby  agrees  that  it  will make no use of any present or
future Marks of NWT, or of any marks that would cause confusion with the general
public,  for  any  reason  without  specific  written  approval  of  NWT.  Upon
termination  of  this  Agreement  for  any  reason  Licensee  agrees  to  cease
immediately  all  use  and  display of NWT's trademarks, service marks and trade
names  (the  Marks)  if  any  permission  to  use  the  Marks  has been granted.

     1.02     PRODUCTS.  (a)  The  term  "Product(s)"  as used herein shall mean
only  those  Products  as  defined  in  Exhibit  "B"  hereto.

     (b)  "Affiliated  Persons"  shall  mean  officers,  employees,  sales
representatives,  consultants  or  other  employees  or  non-employees  to  whom
Licensee  grants  authority  to  represent  the  Products.

     (c)  Licensee's  owned  label,  ("Private  Label"),  shall  mean  that  the
Product(s)  shall  be  packaged by Licensee utilizing a label on the packages of
the  Licensee's  own design and invention. Since Licensee's intended uses of the
Product  are  outside  the  scope  of the expertise of Grantor or its personnel,
Grantor  will  not  be  required  to  furnish  label  detail  to  Licensee.

     1.03     CONSIDERATION: Licensee agrees to pay Grantor the sum of $2,000 US
in  the  form  of  2,000,000 shares of Licensee's common stock, par value $0.001
(the "Shares"). Licensee agrees to file a notice of placement of the Shares with
the  U.S. Securities & Exchange Commission on Form D. Said stock is to be issued
as of the date of execution of the subscription agreements for the Shares to the
members  of  Grantor's Association in the amounts specified in Exhibit F of this
Agreement.  Grantor  warrants  that  each  of the members of the Association are
"accredited investors" as that term is defined in Rule 501 of Regulation D under
the  Securities  Act  of  1933,  as  amended.

                                   ARTICLE II
                DURATION, TERMINATION AND NATURE OF RELATIONSHIP

     2.01     DURATION. The term of this Agreement shall be three (3) years from
the  Effective Date unless terminated earlier as herein provided. This Agreement
may  be renewed by Licensee for additional three (3) year periods if no event of
default  exists and all other provisions of this Agreement are in full force and
effect.


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<PAGE>
     2.02     TERMINATION.  (a)  This Agreement may be terminated by Grantor for
cause  upon  the  giving  of  notice  as herein provided.  This Agreement may be
terminated by Licensee, for any reason, upon the giving of notice as provided in
Section  8.02.

     (b)  Termination  for  Cause.  In  the  event  that  Licensee  shall file a
voluntary  petition in bankruptcy or for reorganization of indebtedness, or that
Licensee  should,  for  a  period  of more than ninety days be the subject of an
involuntary  bankruptcy proceeding or receivership over all or substantially all
of  Licensee's  assets,  or that Licensee or any Officer or Director of Licensee
should be found guilty of a felony or a crime involving moral turpitude, or that
Licensee  shall,  with  knowledge and deliberation, breach any provision of this
Agreement,  then  Company  may  immediately,  upon delivery of written notice to
Licensee,  terminate  this  Agreement. Cause shall also include the violation by
Licensee  of  any  of  the  provisions,  purchase  requirements,  or  monetary
requirements  of  this  Agreement  ("Events  of  Default").

     (c)  Licensee  will  be  allowed  30  days after written notification of an
Event  of Default to correct the violation, except for monetary provisions which
will  not  be  granted  a  grace  period  by  Grantor.

     (d)  Termination  of  this  Agreement shall not release Licensee or Grantor
from  the  obligations  of  either  party  contained  herein.

     (e)  Termination  of  this Agreement cancels any rights granted to Licensee
herein.

     2.02     NATURE  OF  RELATIONSHIP.  (a)  This Agreement does not constitute
nor empower the Licensee as the agent or legal representative of Grantor for any
purpose  whatsoever.  Licensee  is  and  will  continue  to  be  an  independent
contractor.

     (b)  The  arrangement created by this Agreement is not, and is not intended
to  be,  a  franchise  or  business opportunity under the United States' Federal
Trade  Commission  Rule:  Disclosure  Requirements  and  Prohibitions Concerning
Franchising  and  Business Opportunity Ventures and is not a franchise, business
opportunity  or  seller assisted marketing plan or similar arrangement under any
other  federal,  state,  local  or  foreign  law,  rule  or  regulation;

     (c)  Licensee  shall  not  repackage  or  re-label Products for any reason,
except  as  may be allowed in any licensing agreement issued by Grantor, without
prior written authorization from Grantor. Notwithstanding the provisions of this
paragraph  2.03(c)  it  is  understood  by  Company that Licensee will repackage
Product  and  apply  Licensee's own label to the containers. The purpose of this
section  is  to  assure  that Licensee will not re-label any Product incorrectly
whereby  the  public  would be confused with the recommended use of the Product.

     (d)  Licensee  declares that it will not sell or offer for sale the product
Biocatalyst  for use in applications involving bioremediation of hydrocarbons or
where  microbes are used, enhanced or suggested for use without specific written


                                      -3-
<PAGE>
authorization  from Grantor. The language herein is not intended to prohibit the
Licensee's  use  of the Product for that purpose in remediation of cane bagasse,
silage,  compost,  trash  and  garbage,  or  other  organic waste and byproducts
remediation,  exclusive  of  remediation  of  petroleum-based  hydrocarbon
contamination.  Licensee  acknowledges  that  its  intended  use  of the product
"Biocatalyst"  for  remediation  of  cane  bagasse,  silage,  compost, trash and
garbage,  and  other  organic  waste  or byproducts, exclusive of remediation of
petroleum-based  hydrocarbon  contamination  has not been specifically tested by
Grantor and as a consequence of this is not included as a recommended use of the
product  Biocatalyst  by  Grantor.  Notwithstanding  the foregoing, both parties
acknowledge  that in bioremediation, Biocatalyst is specifically used to enhance
the growth of microbes in soils, particularly at depths where oxygen exchange is
limited.

                                   ARTICLE III
                     CONFIDENTIALITY, INDEMNITY AND REMEDIES

     3.01     CONFIDENTIAL  INFORMATION.  (a)  Licensee  acknowledges  that  in
performing  its  obligations  hereunder  it  will  have  access  to confidential
information  and  trade  secrets  of  NWT and Grantor not generally known to the
public  ("Confidential  Information") and -Licensee is obligated to maintain the
confidentiality  of the Confidential Information on its own behalf and on behalf
of  its  "Affiliated Persons" to whom Confidential Information is disclosed. For
the term of this Agreement and for a period of 5 years after cancellation hereof
Licensee and its Affiliated Persons will treat all Confidential Information in a
confidential  manner.

     (b)  Licensee  agrees that it will not analyze or otherwise test, or submit
to  anyone  else  for  analysis or testing (chemically or otherwise) any Product
unless  approved  in  writing  by Grantor and NWT and unless NWT and Grantor are
directly  involved  in the testing. NWT and Grantor grant the Licensee hereunder
the  right  to  have the Product tested for the presence of oxygen, pathogens or
other  nondesirable  components.  Grantor makes no warranty as to the content of
the  Product.

     (c)  Licensee  agrees  to  sign  and  to  have  its affiliated persons sign
confidentiality  agreements  in the same form as contained herein or as approved
by  Grantor.

     3.02     NONCOMPETITION.  Licensee  agrees  that  the  relationship between
Licensee and Grantor is of a special nature and further agrees on its own behalf
and  on  behalf of its Affiliated Persons that during the term of this Agreement
and  for  a  period of twelve (12) months from and after the termination of this
Agreement  that  Licensee and its Affiliated Persons will not engage or hold any
interest,  directly or indirectly, in any enterprise engaged in the manufacture,
sale  or  distribution of products of the type manufactured, sold or distributed
by  Grantor  as  of  the  date  this  Agreement  is  terminated.

     3.03     REMEDIES.  Licensee  agrees that Grantor shall be entitled to seek
and  obtain  injunctive  relief  from  a court of competent jurisdiction for the


                                      -4-
<PAGE>
purposes  of  restraining  Licensee  from any actual or threatened breach of the
provisions  contained  herein.

     3.04     INDEMNITY  OF  LICENSEE  AND  GRANTOR.  Licensee and Grantor shall
indemnify  the other and hold them harmless from and against any and all claims,
losses,  costs,  expenses  and  liabilities  of  any  kind,  including  without
limitation  court  costs and reasonable attorneys' fees, suffered or incurred by
any  of  them  on  account  of, related to, or arising out of the conduct of the
Licensee's  or  Grantor's  business  as  the  case  may  be.

                                   ARTICLE IV

                        GRANTOR'S OBLIGATIONS TO LICENSEE

     4.01     LICENSE  TO  PRODUCE.  Grantor  agrees  to  grant  to  Licensee  a
non-exclusive  license  to  manufacture  the  product  "Biocatalyst"  upon  the
following  terms  and  conditions:

     (a)  License.  After  the Licensee has purchased a minimum of 5,000 gallons
of  Product  each  month  for  a  minimum  period of six (6) consecutive months,
Licensee  may  apply  for  a  license to produce the product in a location to be
named  by  Licensee. Upon approval by the Company of the location and methods of
production  and security measures, which shall not be unreasonably withheld, and
payment  of  a  one-time  fee  of US $25,000 (the "Production License Fee"), the
License to Produce will be granted. However, if after the effective date hereof,
Licensee,  his  successors  or  permitted  assigns, can demonstrate to Grantor's
satisfaction  the  financial capability of Licensee, his permitted successors or
assigns, then upon payment of the Production License Fee, the provisions of this
section  will  be  deemed  by  Company to have been fulfilled and the referenced
License  to  Produce  will  be  granted  by  Company.

     (b)  The  ingredient  "Biomas"  as  used in the Product will be supplied by
Grantor  upon  terms,  conditions  and pricing that may be stated to Licensee by
Grantor  at  the  time  of  issue  of  the  subject  License  to  Produce.

     (c)  Royalty  and  Expense.  At the time of issuance of the subject License
to  Produce a one-time payment of $10,000.00 will be made to Grantor by Licensee
to  reimburse  Grantor  for unspecified expenses. A monthly royalty of 8% (eight
percent)  of  gross sales of Licensee will be paid by Licensee to Grantor within
20  days  of  the  end  of  each  month.

     (d)  Minimum  Royalties.  The  minimum  annual  royalties  to  be  paid  by
Licensee  hereunder,  commencing  with the granting of a License to Produce from
Grantor  to Licensee will be $20,000.00. The minimum annual royalties to be paid
hereunder  are  non-accumulative.


                                      -5-
<PAGE>
     4.02     PERSONNEL.  Grantor agrees to make available to Licensee Grantor's
trained  technical  personnel for consultation from time to time, if Licensee so
requests  in  writing.  Such  consultation  may be by telephone or in person. If
Licensee  requires  the personal assistance of on site technical personnel, then
Licensee will pay actual travel and living expenses for such personnel as agreed
between Grantor and Licensee and an additional fee (per diem) of $300.00 per day
for  each  technical  person  requested.

                                    ARTICLE V

                        LICENSEE'S OBLIGATIONS TO GRANTOR

     5.01     DEVELOP TERRITORY.  Licensee agrees to (i) use its best efforts to
market  the  Product  in specified markets throughout the Territory, (ii) devote
such  time  and  effort  as  may  be  necessary to do so, (iii) retain and train
sufficient  staff that is knowledgeable in the sale and use of the Products, and
(iv)  maintain  facilities  sufficient  to  market,  sell,  and  distribute  the
Products.

     5.02     BUSINESS RECORDS.  Licensee agrees to maintain reasonably detailed
and  accurate  records  relating  to  the  use of the Products and to furnish to
Grantor  a  detailed  copy  of  all sales records, invoice copies, copies of all
testimonial  letters,  product usage data and other records and reports relating
to  the  sale  and  use  of  the  Products  within  the Territory (the "Business
Records")  upon  request  in  writing  by  Grantor.

     5.03     COMPLIANCE  WITH  LAWS.  Licensee  agrees,  on  its  behalf and on
behalf of its "Affiliated Persons" not to perform any acts or transactions which
would  place  Grantor  or  Licensee  in  violation  of  domestic,  foreign,  or
international  laws,  rules  or  regulations.

     5.04     INFORMATION  REGARDING USE OF PRODUCT.  Licensee agrees to forward
to  Grantor  any  and  all information, including written, digital, or pictorial
pertaining  to  the  use  and  distribution  of the Products as such information
becomes  known  to  Licensee.

     5.05     INVENTORIES.  Licensee  agrees to maintain adequate inventories of
Products  in  the  Territory  to  service  customers  needs.

     5.06      LICENSEE'S  CONTROL  OVER BUSINESS.  Licensee shall establish the
means  by  which  it  satisfies  its  obligations  under Sections 5.01 and 5.05.
Grantor  shall  have no right to enforce, and no action shall accrue under, such
provisions  until this Agreement shall have been in force for more than one year
and  Licensee  shall  have  failed to meet its minimum purchase requirements set
forth  in  Exhibits  A  and  C.

                                   ARTICLE VI

                   REPRESENTATIONS AND WARRANTIES OF LICENSEE

     6.01     ORGANIZATION.  Licensee  represents  and  warrants to Grantor that
Licensee  has  the  authority  to  enter  into this Agreement and to perform its
obligations  hereunder.


                                      -6-
<PAGE>
     6.02     NO  DEFAULTS.  Licensee  represents  and  warrants to Grantor that
neither  the execution and delivery of this Agreement nor the performance of the
transactions  contemplated  hereby  will  conflict with or result in a breach or
violation  of  any  agreement,  document,  instrument,  judgment, decree, order,
governmental  permit,  certificate or license to which Licensee is a party or to
which  Licensee  is  subject.

                                   ARTICLE VII

                                  TERMS OF SALE

     7.01     STANDARD  TERMS AND WARRANTIES.  SINCE THE USE OF THE PRODUCTS ARE
BEYOND THE CONTROL OF GRANTOR THE PRODUCTS ARE SOLD "AS IS", "WHERE IS", WITH NO
WARRANTIES, EXPRESS OR IMPLIED. GRANTOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED,
WITH  RESPECT TO THE PRODUCTS OR THEIR PERFORMANCE OR AS TO SERVICE, TO LICENSEE
OR  ANY  OTHER  PERSON.  IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE, TO LICENSEE OR TO ANY OTHER PERSON ARE HEREBY DISCLAIMED. IN
NO  EVENT  SHALL  GRANTOR  BE LIABLE TO LICENSEE OR ANY PERSON FOR INCIDENTAL OR
CONSEQUENTIAL DAMAGES. THE LIABILITY OF GRANTOR, IF ANY, FOR DAMAGES RELATING TO
ANY  ALLEGEDLY  DEFECTIVE  PRODUCT  UNDER ANY LEGAL OR EQUITABLE THEORY SHALL BE
LIMITED  TO  THE  ACTUAL  PRICE  PAID  FOR SUCH PRODUCT.  Grantor may change the
limited  warranty  contained  in  this  Section  7.01  at  any  time.

     7.02     PLACEMENT  OF ORDERS AND SHIPPING TERMS.  All shipments of Product
shall  be  FOB  Grantor's  plant,  Houston,  Texas,  unless  specifically agreed
otherwise  and  all  shipments will be made by common carrier in accordance with
regulations  relating thereto and delivery is not guaranteed by Grantor at or to
the  destination.  Grantor is not responsible for claims for shortages or damage
in  transit;  such  claims must be made by the Licensee against the carrier. All
orders  shall  be  placed with Grantor in writing upon forms approved by Grantor
and  Licensee  shall  verify the accuracy of the order. Grantor has the right to
accept  or  reject  any  order,  and  the  terms  and conditions thereof, if the
Licensee  is  in  default  with  any  of  the requirements or conditions of this
Agreement.

     7.03     CLAIMS  OF  FAULTY PRODUCTS.  ANY CLAIMS FOR FAULTY PRODUCTS SHALL
BE GOVERNED BY THE UNIFORM COMMERCIAL CODE OF TEXAS, USA UNLESS STATED OTHERWISE
IN  THIS  AGREEMENT.

     7.04     TITLE  AND  RISK  OF LOSS.  Products sold to Licensee shall become
the  property  of  Licensee and title and risk of loss shall pass to Licensee at
the  time  of  delivery of the Products to a carrier for shipment to Licensee or
Licensee customer, subject, however, to a security interest which Grantor hereby
reserves  in the Products until payment for the Products is received by Grantor.


                                      -7-
<PAGE>
     7.05     PAYMENT  TERMS.  Licensee  shall  make  payment to Grantor in U.S.
dollars to Grantor for all materials ordered under this Agreement at the address
set forth herein, and upon the terms and manner of payment as shown on the Price
List  of  Grantor  as  amended  from  time  to  time.

     7.06     CREDIT  SALES.  Licensee  and  Grantor  both acknowledge and agree
that  if  any  sale  on  credit  is permitted hereunder Grantor hereby retains a
security interest in and lien upon the Products so sold until payment in full is
received  by  Grantor.

     7.07     INSURANCE.  Licensee  shall  secure  and maintain insurance on its
inventory  of  Products  purchased  on credit in the U.S. dollar amount at least
equal  to the amount owing to Grantor by Licensee. Such insurance coverage shall
list  Grantor  as  an  additional  insured  party.

     7.08     PRICES.  Licensee's  price  from  Grantor for Products and printed
matter  shall  be  as set forth in Grantor's current published pricing schedule.
This  pricing  is  subject  to  change  from  time  to  time upon written notice
transmitted  by  facsimile, or US Mail, by Grantor to Licensee not less than ten
(10)  days  in  advance  of  any price changes. Prices for Product by Grantor to
Licensee  shall  be  as  shown  on  Exhibit  "B"  attached  hereto.

     7.09     PRINTED  MATTER.  Licensee  is  prohibited  from  producing  and
distributing  his  own  literature,  or  from  any  action  that  would give the
impression directly or indirectly, to others that Product and/or the "Marks" are
the  property  of  Licensee.

     7.10     BIOMAS  SUPPLY.  At  the  time  that  an  Agreement  allowing  the
Licensee to produce the Product as allowed by the terms and conditions stated in
this Agreement the formulae and processes for the production of the raw material
"Biomas"  will  be  placed  with an escrow agent acceptable to both Licensee and
Grantor.  If  Grantor  is  not able to supply Biomas in quantities sufficient to
meet  Licensee  needs  for  production  of Product, and the non-supply condition
continues  for  a  period  of 90 (ninety) days, then Licensee will be allowed to
produce  Biomas  in  accordance  with  a  non-exclusive License to Produce to be
issued  by  Grantor  in  accordance  with  the  License  form deposited with the
formulae  and  processes  with  the  approved  escrow  agent.

                                  ARTICLE VIII

                            MISCELLANEOUS CONDITIONS

     8.01     GOVERNING  LAW.  This  Agreement  and any questions concerning its
validity,  construction  and  performance  shall  be governed by the laws of the
State of Texas, U.S.A., with venue in Harris County, Texas. Further, the parties
to this Agreement hereby irrevocably submit to the exclusive jurisdiction of the
federal  courts  sitting  in  Harris County, Texas, for any action or proceeding
arising  out  of  or  relating  hereto.

     8.02     NOTICES.  Any  notice or other communication required or permitted
to  be given hereunder shall be in writing and shall be sent by certified United


                                      -8-
<PAGE>
States  mail,  return  receipt  requested  to  the  other  party  at the address
specified  in the first paragraph of this Agreement. The address of either party
specified  above  may  be  changed  by a notice given by such party to the other
party  in  accordance  with  this  Section  8.02.

     8.03     EXCUSE  OF  PERFORMANCE.  Grantor's  and  Licensee's  performance
(other  than Licensee's obligation to pay for Products or other fees or monetary
obligations  in accordance herewith, which shall not be excused) hereunder shall
be  excused  if  (but  only  for  so long as) any of the following conditions or
events  occur  and  are  continuing: Labor conflicts, strikes, lock-outs, fires,
explosions,  war,  civil  disturbances, unforeseen military action, governmental
action,  requisitions  or  seizures,  delays  of  subcontractors  or  vendors,
unavailability  of raw materials or transport facilities, acts of God or nature,
or  any  other  condition  or  event  which  is beyond the reasonable control of
Grantor  or  Licensee,  as  the  case  may  be.

     8.04     ENTIRE  AGREEMENT.  This  Agreement,  the  Exhibits hereto and any
confidentiality  agreement  and subdistribution agreement, constitute the entire
agreement  between the parties with respect to the subject matter hereof and may
not  be  altered or modified except by an agreement in writing referring to this
agreement  and signed by the parties hereto. Grantor and the Licensee agree that
this  agreement  supersedes  all  prior  agreements  written  or  oral.

     8.05     COUNTERPARTS.  This  Agreement  maybe  executed  in  multiple
counterparts,  each of which shall be deemed to be an original, and all of which
together  shall  constitute  but  one  and  the  same  instrument.

     8.06     NO  WAIVER.  No failure or delay by any party hereto in exercising
any  right, in whole or in part, power or privilege hereunder shall operate as a
waiver  thereof.

     8.07     AMENDMENT.  This  Agreement  may not be amended or modified except
by an instrument in writing signed on behalf of the parties thereto specifically
referencing  this  Agreement.

     8.08     SEVERABILITY.  Any  provisions hereof prohibited by or unlawful or
unenforceable  under any applicable law of any jurisdiction shall be ineffective
as  to  such  jurisdiction,  without  affecting  any  other  provision  of  this
Agreement.

     8.09     BINDING  ON SUCCESSORS; ASSIGNMENT.  This Agreement is binding on,
and  shall  inure  to  the  benefit  of  the parties hereto and their respective
successors, heirs and permitted assigns. This Agreement and any rights or duties
hereunder  may  not  be  assigned by Licensee, whether such assignment occurs by
merger,  consolidation,  sale, lease, other disposition of or any other business
combination  of  Licensee, without the prior written consent of Grantor. Grantor
may  assign its rights hereunder to any person provided that such person, either
expressly  or  by operation of law, assumes Grantor's obligations hereunder. The
above notwithstanding, Grantor understands that Licensee is, as of the effective


                                      -9-
<PAGE>
date hereof, negotiating with several companies for the purpose of entering into
a  merger,  joint venture, or marketing arrangement specifically for the purpose
of  marketing  or  financing  Licensee's  efforts  in  marketing of the Product.
Grantor  agrees that as long as the requirements of this Agreement are fulfilled
that  Grantor  will  not  unreasonably deny a request to allow Licensee to enter
into  the  contemplated  agreement.

     8.10     ATTORNEYS'  FEES.  If  any action at law or in equity is necessary
to  enforce or interpret the terms of this Agreement, the prevailing party shall
be entitled to reasonable attorneys' fees, costs, and necessary disbursements in
addition  to  any  other  relief  to  which  such  party  may  be  entitled.

     IN  WITNESS  WHEREOF, the parties have caused this Agreement to be executed
by  their  duly  authorized representatives on the dates set forth beneath their
respective  signatures  below,  to  be effective for all purposes as of the date
first  above  written.

NEW HAMPSHIRE INDUSTRIALS INC.        DAVID  R.  MORTENSON  &  ASSOCIATES


BY:     /s/                           By:     /s/
   ------------------------------     -----------------------------------
     J.P.  Beehner                         David  R.  Mortenson
TITLE:  President
DATE:     8/20/99                     DATE:     8/20/99
     ----------------------------          ------------------------------


                                      -10-
<PAGE>
                                   EXHIBIT "A"

                                    TERRITORY


Geographic  Area:

Non-Exclusive  Private Label License for the States of New Hampshire and Vermont
for  remediation of cane bagasse, silage, compost, trash, garbage, other organic
waste  and  byproducts,  exclusive of remediation of petroleum-based hydrocarbon
contamination.  Licensee may not make any use of Grantor's or NWT's marks, name,
or  make  any  reference  to  NW  Technologies,  Inc. in labeling, packaging, or
advertising  materials  of  any  kind.

Licensees  Obligations  to  Grantor:  Licensee  agrees  to  minimum  purchase
requirements  as  shown  in  Exhibit  "C".


                                      -11-
<PAGE>
                                   EXHIBIT "B"

                       Products Included in This Agreement


The  product  Biocatalyst is the only product included in this Agreement subject
to  provisions  of  the  Agreement.

The  product  Biomas in included herein only if a license to produce the Product
is  granted  to  Licensee  in accordance with the terms and conditions contained
herein.

Prices:  The  initial price to Licensee for the Product Biocatalyst is $2.00 per
gallon  in  2,000 gallon quantities to be packaged in a bulk container furnished
by  Licensee. The suitability of the bulk container to receive and transport the
Product  is,  and  will  remain,  the  responsibility  of  Licensee.


                                      -12-
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                                   EXHIBIT "C"

                              PURCHASE OBLIGATIONS


                        1st  Year                $125,000.00

                        2nd  Year                $175,000.00

Notwithstanding the above, if Licensee shall have purchased the right to produce
as  outlined  in Section 4.01 of this Agreement, Licensee shall have no purchase
requirement.  Grantor shall have no right to enforce, and no action shall accrue
in  respect  of, Licensee's Purchase Obligations until this Agreement shall have
been  in  force  for  more  than  one  year.



                                      -13-
<PAGE>
                                   EXHIBIT "D"

                                  PAYMENT TERMS


The  payment  terms  relating  to  this  Agreement  are  cash  in  advance.



                                      -14-
<PAGE>
                                   EXHIBIT "E"

                            CONFIDENTIALITY AGREEMENT



                                      -15-
<PAGE>
                            CONFIDENTIALITY AGREEMENT

                                   WITNESSETH:

This  Agreement  by  and between NW Technologies, Inc., a Texas corporation with
its  principal  offices  located  at  5817 Centralcrest, Houston, Harris County,
Texas  77092  (herein  "NWT")  and  David  R. Mortenson, and individual with his
principal  office  located at P.O. Box 5034, Alvin, Brazoria County, Texas 77512
(herein  "Mortenson"),  jointly  hereinafter referred to as "Discloser"; and New
Hampshire  Industrials Inc. a Nevada corporation with principal offices at P. O.
Box  5034, Alvin, Brazoria County, Texas 77512-5034 (Herein "Disclosee") is made
and  entered  into  this  24t'  day  of  December,  1998.

     WHEREAS,  NWT  has  developed proprietary know-how in its products marketed
under  the  trade  name  "Natures' Way" and "Biocatalyst"; and other trade names
from  time  to  time,  and;

     WHEREAS, NWT has proprietary rights to trade dress, trademarks, and designs
for  the brand name "Natures' Way", "Biocatalyst", "The Environmental Solution",
manufacturing  processes  and  procedures, application processes and procedures,
and;

     WHEREAS,  NWT  has  entered  into  an  exclusive  marketing  agreement with
Mortenson  to  market  its  product  Biocatalyst  under  their  own brand names,
including  among others, "OxyMax", "O-Max", "02Max", "Oxy-Ice", "O-Gel", "02Gel"
for  human  and animal consumption, including but not limited to pharmaceutical,
cosmetic,  medical  and  beverage  uses;

     NOW  THEREFORE,  in consideration of the mutual covenants set forth herein,
and  other good and valuable consideration, the receipt and sufficiency of which
are  hereby  acknowledged,  the  Discloser  and  Disclosee  agree  as  follows:

     1.0  ANALYSIS  OF  SAMPLES OR PRODUCT:  Parties hereto agree that Disclosee
will  not analyze (chemically or otherwise) or cause to be analyzed any of NWT's
BioCatalyst  product,  except  as  specifically  required  by  state  or federal
statute, regulation, common law, or court order. No such analysis of Biocatalyst
shall  be  made without 10 days' advance written notice to NWT, and NWT shall be
responsible  for and pay for any deviation from the testing protocol that may be
required  by  NWT.

     2.0  CONFIDENTIALITY  OF INFORMATION:  Parties hereto acknowledge that they
will  have  access to confidential, specialized, and proprietary information and
trade secrets of NWT not generally known to the public which are the proprietary
information  of  NWT.  Parties  hereto  agree  that the Confidential Information
revealed  to  them  is  a valuable proprietary interest of NWT and that they are
obligated  to  maintain  the  confidentiality of the Confidential Information so
revealed.  The Parties hereto agree that they will not disclose or authorize any
other  person  to  disclose,  publish,  disseminate  or  use  the  Confidential


                                      -16-
<PAGE>
Information,  and  will  treat  all  Confidential  Information in a confidential
manner.  The  Parties hereto acknowledge that NWT would be irreparably harmed by
the  unauthorized  use  of  the  Confidential  Information  herein  referred to.

     3.0  GOVERNING  LAW:  This  agreement  and  any  questions  concerning  its
validity,  construction  and  performance  shall  be governed by the laws of the
State  of  Texas,  U.S.A.,  with  venue  in  Harris  County,  Texas.

     4.0  ENTIRE  AGREEMENT:  This agreement is the entire agreement between the
parties  with  respect  to  the  subject matter hereof and may not be altered or
modified  except  by  an  agreement  in  writing  signed  by the parties hereto.

     5.0  NO  WAIVER:  No failure or delay by any party hereto in exercising any
right,  power or privilege hereunder shall operate as a waiver thereof nor shall
any  single  or  partial exercise thereof or the exercise of any right, power or
privilege.

     6.0  AMENDMENT:  This  Confidentiality  Agreement  may  not  be  amended or
modified  except  by  an  instrument  in writing signed on behalf of the parties
thereto.

     7.0  SEVERABILITY:  Any  provisions  hereof  prohibited  by  or unlawful or
unenforceable  under any applicable law of any jurisdiction shall be ineffective
as to such jurisdiction, without affecting any other provision of this Agreement
or  in  any  other  jurisdiction.

     8.0  ATTORNEYS'  FEES:  If  any  action at law or in equity is necessary to
enforce  or interpret the terms of this Agreement, the prevailing party shall be
entitled  to  reasonable  attorneys' fees, costs, and necessary disbursements in
addition  to  any  other  relief  to  which  such  party  may  be  entitled.

     IN  WITNESS  WHEREOF, the parties have caused this Agreement to be executed
by  their  duly  authorized representatives on the dates set forth beneath their
respective  signatures  below,  to  be effective for all purposes as of the date
first  above  written.

NW  TECHNOLOGIES,  INC.               NEW  HAMPSHIRE  INDUSTRIALS  INC.


BY:                                   By:     /s/
   ------------------------------     -----------------------------------
        C.E.  Kaiser                          J.  P.  Beehner
TITLE:  Chairman                      President
DATE:                                 DATE:     8/20/99
     ----------------------------          ------------------------------


DAVID  R.  MORTENSON & ASSOCIATES


BY:     /s/                           DATE:     8/20/99
   ------------------------------           -----------------------------
     David  R.  Mortenson


                                      -17-
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