Exhibit 10.1

                                LICENCE AGREEMENT
                                -----------------

THIS  AGREEMENT  made  as  of  the  28  day  of  March,  2000.

BETWEEN:

          THERMO TECH BIO CONVERSION INC., a company incorporated under the laws
          of the Province of British  Columbia and having its principal place of
          business located at 2380 Brampton Street, Hamilton, Ontario, L8E 5V9

          (herein referred to as the "Company")

                                                               OF THE FIRST PART

AND:

          PLANET EARTH OPERATING SERVICES INC., a company incorporated under the
          laws of Canada and having its principal  place of business  located at
          20436 Fraser Highway, Langley, BC V3A 4G2

          (herein referred to as the "Licensee")

                                                              OF THE SECOND PART

WHEREAS:

A.     The  Company is the owner of a certain technological process (and certain
patents,  know-how,  trade secrets and trade names) relating to the digestion of
biodegradable  waste,  which  technological  process  is  called  "Thermophilic,
Aerobic  Fermentation  of  Organic  Waste",  and  which technological process is
described  in  patent  number  US  5,810,903  and  all  developments,  manuals,
literature,  reports,  technical information created in relation to such process
to  create  its  proprietary systems known as Mark II Thermo Master and Mark III
Thermo  Master  (such  technological  process  together  with  the related trade
secrets,  know-how  and  trade  names as well as any and all successive improved
systems  hereafter  developed  being hereinafter collectively referred to as the
"Process");

B.     The  Company  is  also  the  authorized  user  of  certain  digesters and
supporting  equipment  (collectively  called  the  "Equipment"),  which  digests
biodegradable  waste,  and  produces  an  end  product which may be commercially
utilized;  and

C.     The  parties  wish  that  the  Company grant a license to the Licensee to
utilize  the  Process  and  to  operate  a  Plant  and  use the Equipment in the
Designated  Territory  (as  hereinafter  defined)  on  the  terms and conditions
hereinafter  set  forth.


<PAGE>
NOW  THEREFORE  in  consideration  of the provisions and mutual covenants herein
contained,  the  parties  hereto  agree  as  follows:

1.     INTERPRETATION
       --------------

1.1     Definitions
        -----------

     In  this agreement and in any schedules or amendments hereto, the following
terms  shall  have  the  following  meaning:

     (a)  "Affiliate"  has the meaning set forth in subsections 1 (1) and (2) of
          the British Columbia Company Act;
                              -------------

     (b)  "Designated  Territory"  means  Canada  and  the  American  states  of
          Washington, Oregon, California, Nevada, Iowa and Hawaii;

     (c)  "Effective Date of this  Agreement"  means the date first appearing on
          page one hereof;

     (d)  "End Products" means fertilizers,  animal feed supplements, human food
          supplements or any other  commercially  valuable products created from
          the application of the Process to biodegradable food wastes;

     (e)  "Equipment" has the same meaning as in Recital B herein;

     (f)  "Equipment and Design Criteria  Operations Manual" means the Company's
          standard  manual relating to the Equipment and the Process as the same
          may be amended by the Company from time to time;

     (g)  "Excluded  Uses"  means  the  use  of  the  Process  or  Equipment  in
          connection  with any use other than food  waste,  municipal  sludge or
          sewage water, or agricultural waste of agricultural manure.

     (h)  "Gross Revenue" means all revenue  received or accrued by the Licensee
          or any other party  deriving  its rights from or through the  Licensee
          from any source  earned  from the  application  of the  Process or the
          Equipment  that utilizes the Process  including,  without  limitation,
          revenues  from tipping fees or other such front end charges,  revenues
          from the sale, construction,  rent, lease, processing charges or other
          use of engineering,  technology,  facilities and from any other use of
          the Process or Equipment within the Designated Territory, and from the
          sale of End  Products  produced  from the  application  of the Process
          within  the  Designated  Territory,  including  the  value  of all End
          Products  produced by the Lincensee or all of the users  authorized by
          the Licensee of the Process within the Designated Territory, but shall
          not include customer refunds, adjustments,  sales taxes or other taxes
          collected  from  customers  by the  Licensee  for  transmittal  to the
          appropriate taxing authority;


                                      -1-
<PAGE>
     (i)  "Gross Revenue  Royalty" means a royalty equal to five percent (5%) of
          Gross Revenue.

     (j)  "Laws"  means  all  applicable  laws,  regulations,   by-laws,  codes,
          orders-in-council,   or   other   governmental   provisions,   however
          designated,  whether deferral,  provincial,  state, regional or local,
          and  whether  legislative,   judicial  or  administrative  in  origin,
          including without limitation all requirements and conditions,  however
          designated,  under all permits or certificates of approval  applicable
          at any time to the Plant.  The term  "Laws" is also  deemed to include
          all relevant codes, standards, guidelines and criteria of professional
          engineering  societies,  institutes or associations  applicable to any
          part of a Plant as well as those of  underwriters  and fire prevention
          bodies.

     (k)  "Licence  Fee" means One Million U.S.  Dollars (US  $1,000,000.00)  up
          front fixed fee,  due on  execution,  plus the sum of One Million U.S.
          Dollars (US $1,000,000.00) for every Plant constructed by or on behalf
          of the Licensee or any other party deriving its rights from or through
          the Licensee;

     (l)  "Net  Income"  means the net income,  calculated  in  accordance  with
          generally  accepted  accounting  principles,  on a full accrual basis,
          before deducing taxes,  depreciation and  amortization,  earned by the
          Licensee  or any other  party  deriving  its right form or through the
          Licensee from any source earned from the application of the Process or
          the Equipment that utilizes the Process;

     (m)  "Net Income Royalty" means a royalty equal to ten percent (10%) of Net
          Income;

     (n)  "Plant" means a Thermo Master TM Mark III thermophilic digestion plant
          consisting of one or more pieces of the Equipment;

     (o)  "Process" means the technological  process described in Recital "A" to
          this  Agreement  together  with the certain  patents,  trade  secrets,
          know-how and trade names referred to therein; and

     (p)  "Trade Marks" includes  Thermo Master TM,  Thermo-Pro TM and all other
          insignia,  labels,  slogans and other  identification  schemes,  trade
          marks, service marks, trade names and applications  therefore that may
          be owned now or  hereafter or used from time to time by the Company in
          association with the Process or the Equipment.

2.     SUPERVISION  BY  COMPANY
       ------------------------

2.1     Right  to  Supervise
        --------------------

     The  Company  or  the  Company's  agent  shall  have the right, but not the
obligation,  at  its  own  expense, to supervise or inspect the operation of any
Plant  in  the  Designated  Territory  so as to ensure that all of the Company's
specifications  and  standards  have  been  met.


                                      -2-
<PAGE>
3.     APPOINTMENT  AS  LICENSEE
       -------------------------

3.1     Grant  of  Licence  Rights
        --------------------------

     Subject  to  the  provisions herein and for the duration of this Agreement,
the  Company  hereby  grants  to the Licensee the exclusive right and licence to
utilize  and  apply  the  Process  and  operate  the Plant within the Designated
Territory.  The  Licensee's  exclusive  rights  are  subject  to  any Plant, the
construction  of  which commenced prior to the Effective Date of this Agreement.

3.2     Prohibitions
        ------------

     The  Licensee  agrees  that,  except  with the prior written consent of the
Company,  it  will  not:

     (a)  construct or contract for the construction of any Equipment outside of
          the Designated Territory;

     (b)  sell any  Equipment  to any person who is likely to use the  Equipment
          outside of the Designated Territory;

     (c)  solicit  customers  for the  application  of the  Process  outside the
          Designated  Territory nor establish or maintain  branches or warehouse
          for delivery purposes outside the Designated Territory; and

     (d)  use a Plant and the  Process,  or allow a Plant and the  Process to be
          used, in conjunction with any Excluded Use.

3.3     Sub-Licensing
        -------------

     Other  than  a  sub-licence  to a related company that is controlled by the
Licensee  and  which  sub-licence  will  only  be  effective  for so long as the
Licensee  continues  to  control  such  related  company,  the  Licensee  is not
authorized  to  grant  sub-licenses  without  the  prior  written consent of the
Licensee,  which  consent may be withheld in the Company's sole discretion.  The
Licensee  will  forthwith  deliver  a  copy  of  any sub-licence to the Company.

3.4     Performance  Requirement
        ------------------------

     If,  in any year, following the first anniversary date of this Licence, the
Licensee  does not build and commence operation of at least one (1) Plant in the
Designated  Territory,  the  Licensee will cease to have any rights to construct
new  Plants  in  the Designated Territory and the Licensee shall have no further
rights  under this Licence except in respect of Plants already constructed by or
on  behalf  of  the  Licensee  in  the  Designated  Territory.

4.     LICENCE  FEE  AND  ROYALTY  PAYMENTS
       ------------------------------------

4.1     Licence  Fee
        ------------

     The  Licence  Fee  shall  be  paid  by  the  Licensee  to  the Company upon
commencement  of construction of a Plant by or on behalf of the Licensee, except
that  the  up  front portion of the Licence Fee shall be paid on execution or as
the  parties  may  agree.

4.2     Royalties
        ---------

     As  further  consideration  for  the  licence  rights  hereby  granted, the
Licensee  shall  pay to the Company the Gross Revenue Royalty and the Net Income
Royalty.  The  Gross Revenue Royalty and the Net Income Royalty shall be paid to
the  Company  on  a quarterly basis within thirty (30) days of the completion of
each  fiscal  quarter  of  the  Licensee.

4.3     Financial  Statements
        ---------------------

     The  Licensee shall provide to the Company audited financial statements and
other  documentation  disclosing the amount of Gross Revenues and the Net Income
from  the  use  of  the  Process.  The  audited  financial  statements and other
documentation  shall  be  delivered to the Company within one hundred and twenty
(120)  days  of  the  Licensee's fiscal year end.  The Licensee shall grant, and
does  hereby  grant,  to  the  Company  the  right  to  have its duly authorized
representatives  attend  at  the  premises of the Licensee during normal working
hours  to  examine  all  financial  records  of  the Licensee for the purpose of
verification  of  the  Gross  Revenues  and  Net Income, as and when the Company
advises  the  Licensee  in  writing  of  its intention to seek such access.  The
Company shall deliver to the Licensee written notice of its desire to review the
Licensee's  financial  records  relating to this Agreement, which written notice
shall be delivered to the Licensee no less than three (3) business days prior to
the  date of such review by the Company, which review shall be at the expense of
the Company.  The Company shall only have the right to conduct such a review two
times  during  any  twelve  (12)  month  period.

4.4     Adjustment
        ----------

     The  parties  hereto  agree  that  within  thirty (30) business days of the
delivery  of  the audited financial statements and other relevant documentation,
the  parties  shall, if required, adjust the amount of the royalty payments paid
by  the Licensee to the Company pursuant to Section 4.2 herein.  If the Licensee
has overpaid the Company, the Company shall reimburse the Licensee within thirty
(30)  days  of  receipt  of  notice  of  such  overpayment.  If the Licensee has
underpaid  the  Company,  the  Licensee shall pay the Company the amount of such
underpayment  within thirty (30) days of receipt of notice of such underpayment.

4.5     Payments  Generally
        -------------------

All  sums  payable  by  the  Licensee  to  the  Company  hereunder  shall:

     (a)  be paid when due hereunder  without prior demand therefore and without
          any set-off, compensation or deduction whatsoever; and


                                      -3-
<PAGE>
     (b)  if not paid when due,  bear interest at a rate equal to the prime rate
          of interest  charged by Royal Bank of Canada,  Vancouver  Main Branch,
          plus six percent  (6%) per annum,  all without  prejudice to any other
          right or remedy of the Company.

4.6     Computer  System
        ----------------

     The Licensee will, at the Licensee's expense, install, utilize and maintain
a computerized accounting system which allows remote access by the Company.  All
records  of the Licensee shall be maintained on such system and the Company will
be  allowed  unlimited  access  to  the  same.

5.     COVENANTS  OF  LICENSEE
       -----------------------

5.1     Conduct  of  Business
        ---------------------

     The Licensee agrees that it shall conduct its business, and shall cause its
employees  to  conduct themselves, in compliance with all applicable laws, rules
and  regulations  of  each  jurisdiction within the Designated Territory and the
Licensee shall maintain such insurance against public liability, loss or damage,
and/or  against product liability, loss or damage, in the manner of a reasonable
businessman and in accordance with Section 5.5 hereof.  The Licensee also agrees
to  operate  the  Plant  on a basis that is consistent with the highest industry
standard  to ensure the highest possible economic return to the Licensee and the
Company.  The  Licensee  agrees  that,  subject to the terms hereof, it shall be
solely  responsible  for  the  hiring,  compensation,  termination and all other
matters  relating  to  any  persons,  companies  or corporations employed by the
Licensee, for any reason whatsoever, and shall indemnify the Company against any
injuries,  actions  or  proceedings  arising from the employment of such persons
and/or  companies.  The  Licensee  shall  indemnify  the  Company,  its  agents,
servants  and  employees  against  all claims, losses and/or expenses, including
reasonable  attorney's  fees,  arising  out  of  performance  of  the Licensee's
business,  that  are caused in whole or in part by the Licensee's negligent acts
or  omissions,  or  the  negligent  acts  or omissions of anyone employed by the
Licensee  for  whose  acts  the  Licensee  is  or  may  be  liable.

5.2     Company  Policies
        -----------------

     The Licensee agrees at all times and at its own expense (waiving all rights
to  compensation  or  remuneration  therefore  from  the  Company  or Affiliated
companies)  to  comply with the Company's reasonable policies as made known from
time  to time to the Licensee regarding operating and maintenance procedures and
systems  relating  to the Process.  The Company will deliver, from time to time,
to  the  Licensee,  updates  of  such  policies.

5.3     Use  of  Facilities
        -------------------

     The  Licensee  agrees that the Company may from time to time have access to
any  Plant  in  the  Designated  Territory  for  advertising  and  demonstration
purposes,  and  the  Licensee  covenants  and  agrees  to provide all reasonable
assistance  to the Company in respect thereof.  The Company shall have the right
to  have  visitors  conducted  through  a  Plant  by the Licensee's employees or
agents,  subject  to  any  and all reasonable rules or regulations pertaining to
visits.  If the Company is showing a Plant to any visitors, the Company shall be
responsible,  except where the Licensee is found to have been negligent, for all
damages resulting from injuries to the visitors and all damage to a Plant caused
by  such visitors.  Any such showing of a Plant to visitors by the Company shall
be  done  in  such  a  way as not to hinder or impede the work taking place in a
Plant  by  the  Licensee  and  its  employees  and  representatives.


                                      -4-
<PAGE>
5.4     Indemnity
        ---------

     The  Licensee  shall  at  all times indemnify and save harmless the Company
(including  its  directors,  officers,  agents  and  employees), of and from all
losses  and  damages  and  all actions, claims, costs, demands, expenses, fines,
liabilities  and  suits  of any nature whatsoever for which the Company shall or
may  become  liable,  incur  or  suffer  by  reason  of  a  breach, violation or
non-performance  by  the  Licensee  of  any  covenant, term or provision of this
Agreement or by reason of any wrongful act or omission, default or negligence on
the  part of the Licensee or any of its agents, contractors, employees, invitees
or  licensees.

5.5     Licensee's  Insurance
        ---------------------

     The  Licensee  shall,  during the term of this Agreement in respect of each
Plant  in  the Designated Territory, take out and maintain in such form and with
such  companies  as  the  Company  may reasonable approve, comprehensive general
liability  insurance  in  the  joint name of the Licensee and the Company for an
amount  of  not  less than Five Million U.S. Dollars (US $5,000,000.00) combined
single  limit  or such other amount as may be reasonable required by the Company
from  time  to  time.

6.     COVENANTS  OF  COMPANY
       ----------------------

6.1     Technical  Support
        ------------------

The Company agrees to assist the Licensee in the marketing of the Process in the
Designated  Territory  by:

     (a)  ensuring  that sales  brochures and other  literature  relating to the
          Process are made available at reasonable cost to the Licensee; and

     (b)  acquainting  the  Licensee  with such new  methods of selling  and new
          applications for the Process as may be recommended by the Company.

     The  Company  will,  when  requested  by the Licensee, but at the Company's
convenience  and  in  accordance  with  the  Company's  scheduling requirements,
provide  technical  advice  and  support  for  the  planning,  construction,
commissioning  and  operation  of  Plants  in  accordance  with  this Agreement,
provided that the Licensee shall pay to the Company, in advance, an amount equal
to  the  Company's  costs  of  providing the same, as determined by the Company,
acting  reasonably,  plus  fifteen  percent  (15%).


                                      -5-
<PAGE>
6.2     Canadian  Plants
        ----------------

     To  the  extent  that the Company has any right to do so, the Company will,
for  the  purposes  of  the Licensee's marketing, allow the Licensee to tour the
Plants  currently  in  existence  in  Richmond,  British Columbia, and Hamilton,
Ontario.

6.3     Representations  and  Warranties  of  the  Company
        --------------------------------------------------

The  Company  represents  and  warrants  to  the  Licensee  that:

     (a)  the execution  and delivery of this  Agreement and the exercise of the
          rights  granted  herein  will not  result  in a breach  of any term or
          provision  of or  constitute  a  default  under or  conflict  with any
          agreement,  judgment, decree, court order or other instrument to which
          the Company is a party or by which it is bound;

     (b)  the  Process  will have the  effectiveness  claimed  in the  Company's
          Equipment  and Design  Criteria  Operations  Manual and will produce a
          marketable product and, upon written notice from the Licensee that the
          Licensee  plans to  proceed  with  the  construction  of a Plant,  the
          Company will provide the Licensee  with the then most current  version
          of such manual; and

     (c)  the Company has the right to grant this Licence,

     and  hereby  acknowledges  that  the  Licensee  is  relying  upon  these
representations  and  warranties  in  entering into the Agreement and proceeding
with  the  development  of  Plants  as  contemplated  herein.

6.4     Limitation  on  Company's  Representations  and  Warranties
        -----------------------------------------------------------

     The  Licensee  acknowledges and agrees that the representation and warranty
given  in  Section  6.3  will  not be effective in respect of a particular Plant
unless  the  Licensee's  operator  is trained by the Company or its nominee, the
Plant  is  commissioned  by the Company or its nominee and the Plant is operated
and  the  Process  is  utilized  by  the  Licensee  in  accordance  with  the
specifications  provided by the Company or its agents unless otherwise agreed to
by  the  parties.

7.     TRADE  MARKS,  INVENTIONS  AND  CONFIDENTIAL  INFORMATION
       ---------------------------------------------------------

7.1     Use  of  Trade  Marks
        ---------------------

     The  Licensee shall have the right during the continuance of this Agreement
and  subject  to due compliance with the provisions of this Agreement and to the
execution  of  such  further documents relating to the use of Trade Marks as the
Company  may  reasonably  request, to use the Company's Trade Marks in marketing
the  Process  within  the Designated Territory and for the purpose of describing
itself  as  an official licensee of the Company and as authorized to utilize the
Process.


                                      -6-
<PAGE>
7.2     Conditions  of  Use
        -------------------

The  Licensee  agrees:

     (a)  to comply  with all  reasonable  instructions  issued  by the  Company
          relating  to the form and manner in which the  Company's  Trade  Marks
          shall be used and to  discontinue  immediately  upon  notice  from the
          Company any practice  relating to the use of the Company's Trade Marks
          which in the  Company's  opinion would or might  adversely  affect the
          rights or  interests  of the Company or any  Affiliate of the Company;
          and

     (b)  not to contest the title of the Company (or any  Affiliate  company or
          any person from whom the Company  obtained  its rights to the Process)
          to any Trade Marks, trade names, copyrights, patents or any other form
          of proprietary  right in connection with the Process or the Equipment,
          not to effect any registrations thereof, and not to take any action to
          the detriment of their respective interests therein.

7.3     Disclosure  of  Improvements
        ----------------------------

     The Licensee shall promptly disclose to the Company for its ongoing use and
the  use  of  its  licensees,  all  particulars  of  any  improvement or further
invention  applicable  to  any  of  the  Process  or  Equipment which is made or
discovered  by the Licensee or any of its employees or agents, or which comes to
the  Licensee's  knowledge  (whether or not the same be patented or patentable).
The Company shall disclose any Improvements, when made or developed from time to
time hereafter, to the Licensee for its ongoing use and the use of its permitted
licensees, if any.  For the purposes of this paragraph, "Improvements" means any
and all improvements, enhancements, changes and modifications discovered or made
by  the  Company  to  the  Process,  patents, know-how and related materials and
documentation  and  only as these Improvements relate to the patents referred to
in  Recital  A  herein  and only in regard to the applications of the Process or
Equipment  specifically  licensed  to  the  Licensee pursuant to this Agreement.

7.4     Title  to  Improvements
        -----------------------

     All future improvements, changes or developments in and/or to the Equipment
or  the Process, whether such improvements, changes or developments are designed
or  created  by  the Company or the Licensee or its employees or agents shall be
the property of the Company.  Any improvements, changes or developments relating
to  the  Equipment  or  the  Process,  which may be designed or developed yb the
Licensee  or  its  employees or agents, shall not be employed and/or used by the
Licensee  or  its  permitted  assigns  without  prior  approval by the Company's
designated  engineers  or  other  nominees, such approval not to be unreasonably
withheld.  The  Licensee shall promptly provide to the Company written notice of
the  proposed  improvements  or  developments.


                                      -7-
<PAGE>
7.5     Confidential  Information
        -------------------------

     The  Company and the Licensee acknowledge and agree with each other that ll
information  connected  with  the  Process  and the Equipment, including without
limitation,  all  information, (whether or not it is in the public domain) data,
inventions,  discoveries,  improvements,  modifications, developments, technical
manuals,  or process-flow manuals and data is confidential, and the Licensee and
the  Company  covenant  and  agree  with each other to use their best efforts to
ensure  that such information does not become public knowledge and undertake not
to  disclose  such information or any part thereof to any other person except to
their  respective consultants, sub-contractors and employees as may be necessary
to  carry  out their respective rights and obligations under this Agreement, and
except  as  may be required for their respective financial reporting, income tax
or  regulatory  purposes.  The Licensee shall, upon request from the Company and
at  the  cost  of  the  Company,  use  the  Licensee's best efforts to cause the
Licensee's  employees and sub-contractors to testify on behalf of the Company in
any  action  or proceeding relating to the prosecution of any patent application
and  its  maturity into a patent or for the prosecution or defence of any patent
issued.  The  Licensee hereby further covenants and agrees with the Company that
the  Licensee  shall  require  each  and  every  one  of its directors, officer,
employees, consultants, or sub-contractors who are provided with any information
in  respect  of  the  operation  of  the  Process  or  related knowledge to sign
confidentiality agreements with the Licensee and the Company which shall be in a
form  acceptable  to  the  company.

7.6     Litigation
        ----------

     This  Agreement  shall  not be void or terminated by reason only tat all or
any of the trade marks, trade names, patents, or trade secrets forming a part of
the  Process  or  related  know  how  are  found to be unenforceable or invalid,
provided  that  if  any such litigation results in the prohibition of the use of
the  Process by the Licensee within the Designated Territory then this Agreement
shall  terminate,  provided that in no event shall the Company be liable for any
economic  loss or loss of profits suffered by the Licensee or by anyone claiming
against  or  through  the  Licensee.

7.7     Non-Competition
        ---------------

     The  Licensee  shall not during the term of this Agreement and for a period
of  five (5) years after its rights to construct further Plants terminate either
alone or in partnership or jointly or in conjunction with any person or persons,
including  without  limitation,  any  individual,  firm, association, syndicate,
company,  corporation  or  other  business  enterprise,  as  principal,  agent,
shareholder,  or  in  any  other manner whatsoever, carry on or be engaged in or
concerned  with  or interested in or advise, lend money to , guarantee the debts
or  obligations  of  or  permit its name to be used or employed by any person or
persons,  including  without  limitation,  any  individual,  firm,  association,
syndicate,  company,  corporation  or  other  business enterprise, engaged in or
concerned  with or interested in an operation or undertaking which is in any way
competitive  with  the  business  of  the  Company  as it relates to the Process
without  having  obtained  the  express  written  consent  of  the Company.  The
Licensee specifically acknowledges the geographical restriction contained herein
is  reasonable  and  necessary  due  to  the nature of the Company's Process and
Equipment.


                                      -8-
<PAGE>
7.8     Infringement  Defence
        ---------------------

     The  Company shall defend or settle, at its own expense, any claim, demand,
proceeding or action made or brought against the Licensee to the extent that the
claim,  demand,  proceeding  or  action  is  based  on  a  claim relating to the
Company's  ownership  or  authority  to licence the Process and Equipment or any
part thereof to the Licensee, or that the manufacture, license, operation or use
of  the Process and Equipment provided by the Company pursuant to this Agreement
infringes  on  any  Canadian,  United States or other patent rights, copyrights,
trade  mark  or  service  mark  rights,  or  other  intellectual  or  industrial
proprietary  rights  or  constitutes  a  misappropriation  of  a trade secret or
confidential  information  or  a  disclosure  of  a  trade  secret  or breach of
confidence  of  others.

7.9     Conditions  on  Infringement
        ----------------------------

     The defence, settlements and payments referred to in Section 7.8 herein are
expressly  conditioned  on  the  following:

     (a)  that the  Company is notified  promptly in writing by the  Licensee of
          any such claim, demand or action;

     (b)  that the Company is granted in writing  sole control of the defence of
          any such  claim,  demand  or  action  and of all  negotiation  for its
          settlement or

     (c)  that  Licensee  cooperates  with the  Company in a  reasonable  way to
          facilitate the  settlement or defence of the claim,  demand or action;
          and

     (d)  that the claim does not arise from  modifications  to the  Process and
          Equipment not  authorized in writing by the Company or from the use or
          combination of products provided by the Company with items provided by
          Licensee  or  others  or from any other  action  by the  Licensee  not
          authorized by the Company.

8.     TERM  AND  TERMINATION
       ----------------------

8.1     Commencement  Date
        ------------------

This Agreement shall be deemed to have come into effect on the Effective Date of
this  Agreement.

8.2     Duration
        --------

     Unless  sooner terminated under the provisions hereof, this Agreement shall
remain  in  force  for a period of twenty (20) years from the Effective Date and
shall  continue  in  force for as long as a Plant is operating in the Designated
Territory.

8.3     Termination  by  Company
        ------------------------

     This  Agreement may be terminated immediately by notice in writing given to
the  Licensee  by  the  Company:


                                      -9-
<PAGE>
     (a)  if any change occurs in the constitution,  management,  control or the
          financial  or  other  circumstances  of  the  Licensee  which,  in the
          reasonable  opinion of the Company is  materially  detrimental  to the
          interest of the  Company,  and in  particular,  without  limiting  the
          generality  of the  foregoing,  if any  interest  in the  Licensee  is
          acquired by an entity  engaged in any business  related to the Process
          which,  in  the  opinion  of  the  Company  acting  reasonably,  is in
          competition with the business of the Company or any Affiliate company;

     (b)  upon the  insolvency,  bankruptcy,  dissolution  or liquidation of the
          Licensee;

     (c)  upon the failure of the  Licensee to pay any sum owing to the Company,
          provided  that thirty (30) days  written  notice has been given to the
          Licensee by the Company specifying the default;

     (d)  upon any other  material  default by the  Licensee  of the  provisions
          hereof  provided that thirty (30) days written notice of default shall
          have been given and  provided  further that if within such thirty (30)
          day period the Licensee shall have taken all reasonable  steps to cure
          or remedy such  default,  then the Licensee  shall not be deemed to be
          indefault for as long as such reasonable efforts continue; or

     (e)  if any person in the Designated Territory becomes entitled through any
          action of the Licensee to utilize the Process contrary to the terms of
          this Agreement.

8.4     Termination  by  Licensee
        -------------------------

     The  Licensee  may  terminate  this  Agreement at any time by giving to the
Company  thirty  (30)  days advance written notice and paying the Company at the
end  of  the  notice  period  any  and all amounts due and owning to the Company
pursuant  to  this  Agreement.

8.5     Results  of  Termination
        ------------------------

Upon  the  termination  of  this  Agreement,  howsoever  occasioned:

     (a)  all rights granted by the Company to the Licensee shall immediately be
          relinquished by the Licensee;

     (b)  the Licensee shall discontinue the use of and thereafter  refrain from
          using any of the Company's Trade Marks or any other trade marks, trade
          names,  designations  and  slogans  owned or used by the  Company  and
          thereafter take no action that would make it appear to the public that
          the Licensee is still authorized to use the Process;

     (c)  any  indebtedness  of the Licensee to the Company or to any  Affiliate
          company  shall  become  due and  payable as at the  effective  date of
          termination of this Agreement;

     (d)  the Licensee  shall deliver to the Company or to a successor  licensee
          within the  Designated  Territory  or other entity  designated  by the
          Company,  all price lists,  bulletins,  manuals,  catalogues and other
          literature and publications relating to sales and product information;
          and


                                      -10-
<PAGE>
     (e)  the Licensee shall cease using the Equipment and the Process.

8.6     Continuing  Obligations
        -----------------------

     The  termination  of this Agreement, howsoever occasioned, shall be without
prejudice  to  any  rights or obligations which shall have accrued prior to such
termination  and  shall not terminate or diminish the binding force or effect of
any  of  the  provisions of this Agreement which are expressly or by implication
provided  to  come  into force upon or continue in force after such termination,
including  all  obligations  to pay any monies owning at the time of termination
and  all  provisions  relating  to  confidentiality  and  non-competition.

8.7     No  Liability
        -------------

     Neither  party  shall  be liable to the other for any compensation, loss or
damage  arising  from  the  termination of this Agreement in accordance with its
terms.

8.8     Deemed  Assignment
        ------------------

     In  the  event of the insolvency, bankruptcy, dissolution or liquidation of
the  Company  then the interest of the Company in this Agreement shall thereupon
be  deemed  to  have  been  assigned  to  Thermo  Tech  Technologies  Inc.

8.9     Permitted  Assignment
        ---------------------

     Except as provided in Section 10.10, this Agreement may only be assigned by
the  Licensee  to  European Themo Tech Technologies Inc., a company incorporated
under  the  laws of the United Kingdom and only upon such assignee entering into
an agreement directly with the Company to observe and perform all obligations of
the  Licensee  hereunder.  No  further  assignment will be allowed other than as
provided  in  Section  10.10.

9.     FORCE  MAJEURE
       --------------

9.1     Arbitration
        -----------

     If  any  dispute, difference of opinion or question shall arise between the
parties  or  any  of  their  legal  representatives concerning the construction,
meaning  or effect of this Agreement, or anyting in this Agreement contained, or
the  rights  of  the  parties in this Agreement, the resolution of such dispute,
difference, or question shall be governed by the following terms and conditions:

     (a)  every such  dispute,  difference  or  question  shall be referred to a
          single arbitrator, if the parties or their legal representatives agree
          on one,  but if  within  five (5)  days  after a party  serves  notice
          requiring an  arbitration,  the parties cannot agree on an arbitrator,
          then the  arbitrator  shall be  appointed  by a Justice of the Supreme
          Court of  British  Columbia  on the  application  of any  party to the
          dispute on notice to the other(s).  The  arbitrator  shall conduct the
          arbitration  under the Commercial  Arbitration Act (British  Columbia)
                                 --------------------------
          and every  award or  determination  shall be binding  on the  parties,
          their heirs, legal personal  representatives,  successors and assigns,
          and shall be a condition  precedent  to any action in law or in equity
          relating to this Agreement other than one to compel  arbitration under
          this Agreement;


                                      -11-
<PAGE>
     (b)  in any such dispute,  difference or question,  the arbitrator shall be
          allowed unfettered and unlimited discretion to determine in every case
          the  solution  which best  balances  the  competing  interests  of the
          parties  to the  arbitration  and  shall  not be  bound  by any  legal
          precedent in such determination; and

     (c)  the arbitrator  shall not be bound by the provisions of the Commercial
                                                                      ----------
          Arbitration Act (British  Columbia) in respect of fees. The arbitrator
          ---------------
          shall be entitled  to award all or part of the fees  against any party
          in  accordance  with the  principles  which  govern  an award of costs
          against  a  non-successful  party in a  contested  matter  before  the
          Supreme Court of British Columbia.  In the absence of such an award by
          the arbitrator,  the arbitrator's  costs shall be borne equally by the
          parties without regard to their involvement in the arbitration.

9.2     Obligations  Suspended
        ----------------------

     If  the  parties  shall fail to meet their respective obligations hereunder
within  the  time  prescribed,  and  such  failure shall be caused or materially
contributed  to  by force majeure (and for the purposes of this Agreement, force
majeure  shall  mean  any  act  of  God,  strike,  lock-out  or other industrial
disturbance, sabotage, or blockades, insurrections, riots, epidemics, lightning,
earthquakes,  floods, storms, fires, washouts, nuclear and radiation activity or
fallout,  arrests  and  restraints  of  rules  and  people,  civil disturbances,
explosion,  breakage  or accident to machinery or stoppage thereof for necessary
maintenance  or repairs, inability to obtain labour, materials or equipment, any
legislative,  administrative  or judicial action which has been resisted in good
faith  by  all  reasonable means, any act, omission or event whether of the kind
herein  enumerated  or otherwise not within the control of such party, and which
by  the  exercise of due diligence such party could not have prevented, but lack
of  funds on the part of such party or parties shall be deemed not to be a force
majeure)  such  failure shall be deemed not to be a breach of the obligations of
such  party but such party shall use best efforts to put itself in a position to
carry  out  its obligation hereunder and the time for performance of obligations
hereunder  shall be extended for the length of time that the force majeure shall
have  continued.

10.     GENERAL  PROVISIONS
        -------------------

10.1     Law  of  British  Columbia
         --------------------------

     This  Agreement  shall  be  governed and interpreted in accordance with the
laws  of  the  province  of British Columbia and the parties agree to submit all
disputes  arising  hereunder  to the courts of the Province of British Columbia.
Notwithstanding the foregoing, the Company may apply to an appropriate courts in
any  part  of  the Designated Territory or elsewhere for any injunction or other
like  remedy  to  restrain  the  Licensee  from  committing  any  breach  or any
anticipated  breach  of  this  Agreement  and  for  consequential  relief.


                                      -12-
<PAGE>
10.2     Entire  Agreement
         -----------------

     This  Agreement constitutes the entire agreement between the parties hereto
relating  to  the  subject  matter  hereof  and  supersedes  all  pior  and
contemporaneous  agreements,  understandings,  negotiations  and  discussions,
whether  oral  or  written,  of the parties and there are no general or specific
warranties,  representations  or  other  agreements  by  or among the parties in
connection with the entering into of this Agreement or the subject matter hereof
except  as  specifically  set  forth  herein.

10.3     Amendments
         ----------

     No erasure of or addition to any portion of this Agreement except filing in
of  blank  spaces  and  lines  shall be binding upon the parties unless it is in
writing  signed  by  duly  authorized  officers  of  both  parties.

10.4     No  Waiver
         ----------

     No  departure from or waiver of the terms of this Agreement shall be deemed
to  authorize  any  prior  or  subsequent  departure  or  waiver  or require its
continuation.

10.5     Severability
         ------------

     If  any  provision  of  this Agreement or the application of such provision
shall  be  held  illegal  or  unenforceable  under  any laws of any jurisdiction
applicable to the Agreement the remainder of the Agreement or the application of
such  provision to other persons or circumstances shall not be affected thereby.

10.6     Notice
         ------

     Any  notice required or permitted to be given under this Agreement shall be
in  writing  and  may  be  given by any means reasonable calculated to reach the
other  party,  including, without limiting the generality of the foregoing, hand
delivery  (whether  by  courier  or  otherwise), telegram, cablegram, telefax or
prepaid  mail addressed to such party at its address as set forth on page one of
this  Agreement.  Such  notice  if  given by hand delivery shall be deemed to be
received on the day delivered, if given by telegram, telefax, or cablegram shall
be  deemed  have  been received on the day following dispatch thereof and notice
given  as  aforesaid  by prepaid mail shall be deemed to have been received five
(5) days after the mailing thereof.  Either party may by notice in writing given
as  herein  provided change its address for notice hereunder and such address as
so  changed  shall be deemed to be the address of such party for the purposes of
notice  hereunder.


                                      -13-
<PAGE>
10.7     Headings
         --------

     The  headings  in  this Agreement are inserted for convenience of reference
only  and  are  not  intended  to be used as an aid to the interpretation of the
provisions  hereof.

10.8     No  Agency
         ----------

     The  Licensee agrees that it is not and shall not represent itself to be an
agent  of  the  Company  or  any Affiliate company for any purpose and shall not
incur  any  obligations  nor make any promise or representation on behalf of the
same,  and  further  agrees  to  ensure  that  its  agents do not incur any such
obligations  or  make  any  such  promises  or  representations.

10.9     Independent  Contractors
         ------------------------

     This Agreement does not in any way create an employer/employee relationship
between  the  Company  or  any  Affiliate  company  and  the Licensee and/or the
Licensee's  employees.

10.10     Assignment
          ----------

     The  Company  shall be entitled without restrictions to assign the whole or
any  part  of this Agreement.  The Licensee may not assign the whole or any part
of  this  Agreement  without  the  Company's  prior  written  consent, except as
provided  in  Section  8.9.

10.11     Enurement
          ---------

     This  Agreement shall be binding upon and shall enure to the benefit of the
respective  parties  hereto  and  their  successors  and  permitted  assigns.

IN  WITNESS  WHEREOF  the parties hereto have executed this Agreement on the day
and  year  first  above  written.


THERMO  TECH  BIO  CONVERSION  INC.

Per:  /S/  Perry  Smith
    ---------------------
    Authorized  Signature


PLANET  EARTH  RECYCLING  INC.

Per:  /S/ Edwin Kroeker
    ---------------------
    Authorized  Signature


                                      -14-
<PAGE>