EXHIBIT 4.3

                               LICENSE AGREEMENT

         THIS LICENSE  AGREEMENT  ("Agreement,")  is made and entered into as of
this 26th day of May,  1999 by and between PURE  TECHNOLOGIES  LTD., OF CALGARY,
ALBERTA, CANADA ("Company"), and FREYSSINET INTERNATIONAL (STUP) SNC., 78140, 10
rue Paul Dautier, VELIZY VILLACOUBLAY, FRANCE ("Licensee").

         In consideration  of the mutual covenants and undertakings  hereinafter
set forth, the parties agree as follows:

1.       APPOINTMENT

         The Company hereby appoints the Licensee as its  representative  in the
Territory,  as defined in Section 2 of this  Agreement,  for the  Application(s)
defined in Section 3 of this  Agreement  and the  Licensee  hereby  accepts such
appointment,  to sell the Products and licenses of the Company (the  "Products")
in accordance  with the terms and conditions of this  Agreement.  Products shall
mean hardware,  software and services supplied by the Company for the purpose of
continuous acoustic, damage, vibration and crack monitoring. The use of the term
"sales of Products"  or similar  terms in this  Agreement  shall refer to sales,
leases or licenses of  Products  and fees  charged in respect of licenses to use
the data acquisition software associated with the use of the Products.

         Provided that the Licensee  complies  with the terms and  conditions of
the Agreement,  Licensee shall be the Company's Exclusive Representative to sell
Products for the Applications in the Exclusive Territory,  and the Company shall
not  appoint  another  party  as its  representative  to sell  Products  for the
Applications in the non-exclusive territory.

2.       TERRITORY

         The target of this  Agreement  is for the  Licensee  to become a global
partner of the Company.

         Subject to the terms and  conditions  of the  Agreement,  the  Licensee
shall have the right to sell the  Products to end users  located in each country
listed on  Schedule  "A"  ("Exclusive  Territory")  and each  country  listed on
Schedule "B"  (Non-Exclusive  Territory) and Schedule "D" (Open Countries).  The
Exclusive  Territory and  Non-Exclusive  Territory are the  "Territory"  in this
Agreement.  The Territory may be modified from time to time by the prior written
agreement of the parties.

         Schedule C lists all countries  where Fugro or its  affiliates  are the
exclusive  representatives of the Company and Schedule D refers to all countries
not included in Schedules A, B and C.

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         Subject to the terms and conditions of this Agreement:

         (a)      the  Licensee's  right to sell Products in each country of the
                  Exclusive  Territory  shall be  exclusive  to Licensee and the
                  Company shall not appoint other licensees; and

         (b)      the  Company  and  Licensee  shall  each  have a right to sell
                  Products in each country of the  Non-Exclusive  Territory  and
                  the Company shall not appoint other licensees; and

         (c)      the  Company  shall not grant any other  party a right to sell
                  products  in a  country  of the  Exclusive  and  Non-Exclusive
                  Territory; and

         (d)      Licensee may sell  Products in the  countries of Schedule C, '
                  or on a project-by-project basis, if Fugro agrees. The Company
                  will  attempt to  convince  Fugro to agree to  cooperate  with
                  Licensee in Schedule C countries; and

         (e)      Both  Company and  Licensee  may market  Products in countries
                  referred  to in  Schedule D "Open  Countries"  and Company may
                  market through other non-exclusive Licensees in that area.

3.       APPLICATIONS / PRODUCTS

         Applications shall mean all uses of the Company's  Products  authorized
in writing by the Company.  The Products are all hardware and software  required
for continuous acoustic, damage, vibration and crack monitoring.

         The  Applications and Products may be modified from time to time by the
prior written agreement of the parties.

         A  Research  and  Development  Agreement  will be  entered  into by the
Company and  Licensee,  and will outline  terms and  conditions  for research to
develop new  products  and  improvements,  which occur  under the  Research  and
Development Agreement.

4.       TERM

         The term of this  Agreement  shall  commence  on the date  first  above
written,  and,  unless  terminated  earlier as  provided  in Section  14,  shall
continue  for three (3) years  terminating  upon the third  anniversary  of such
date, provided, that the Agreement shall thereafter be renewed without action by
either  party  for  successive  periods  of one (1) year  each,  subject  to the
termination  provisions of Section 14, unless either party gives written  notice
objecting  to such renewal at least sixty (60) days prior to the  expiration  of
the then current one-year term.


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<PAGE>

5.       COVENANTS AND UNDERTAKINGS OF LICENSEE

         The Licensee covenants and agrees as follows:


5.1      To use its best  efforts,  and to spend as much time and as much of its
resources as may reasonably be required, to promote sales of the Products to end
users in the  Territory.  The Licensee  further agrees that it will refrain from
soliciting  sales or  otherwise  promoting  sales of the  Products in Schedule C
countries. These obligations include, without limitation, the following:

         (a)      REGISTRATION  AND  LICENSURE.  The Licensee  agrees to use its
                  best efforts to promptly obtain from the proper authorities in
                  the  Territory  at its own  cost and  expense  in  Schedule  A
                  countries  only, all  registrations,  licenses,  and approvals
                  required  for  the  import,  sales,  and  distribution  by the
                  Licensee of the Products in the  Territory.  To the  Company's
                  knowledge there is no export  restriction  from the USA of the
                  Products, nor import restrictions in the Territory.

         (b)      SPECIFIC  PROMOTION  EFFORTS.   The  Licensee  shall,  at  its
                  expense,  distribute sales literature describing the Products,
                  which  the  Company  shall  provide,  promote  the sale of the
                  Products  through  its trade  publications,  and  exhibit  the
                  Products  at  exhibitions  at which  Licensee  is  present  or
                  attends,   where  it  is   applicable.   All   advertising  or
                  promotional  materials,  if any, utilized by the Licensee, its
                  agents,  or  employees  in  conjunction  with  the sale of the
                  Products,  other than such sales literature as is furnished to
                  the Licensee by the  Company,  shall be approved in writing by
                  the Company prior to its use or dissemination.

         (c)      FOLLOW-UP ON LEADS. All leads furnished to the Licensee by the
                  Company  shall be  contacted  within a  reasonable  time and a
                  report of the  results  of such  contacts  shall be  submitted
                  promptly to the Company.

         (d)      VISITS BY THE COMPANY.  The Company  shall have the right upon
                  reasonable  notice and with the  approval of Licensee to visit
                  and observe the Licensee's  place of business and to accompany
                  the  Licensee  during  sales or  servicing  calls or  training
                  sessions with  customers.  Additionally,  the Licensee  agrees
                  that the Company may, at any time during  reasonable  business
                  hours,  review and  inspect  the  service  facilities  for the
                  Products, with the approval of Licensee.

         (e)      CUSTOMER  COMPLAINTS.  The Licensee and the Company each agree
                  to  cooperate  fully  in  dealing  with  customer   complaints
                  concerning  the  Products  and to take such  action to resolve
                  such  complaint as may be  requested  by the Company.  In this
                  regard,  the Licensee  and the Company each agree  promptly to
                  Burnish the other with any information that may be required by
                  the other to comply with any governmental  laws or regulations
                  or that may be required to minimize the potential  impact of a
                  recall of any of the Products.

         (f)      TRACEABILITY.  The Licensee  shall comply,  to the best of its
                  ability,  with any and all traceability  programs in effect at
                  any time as initiated by the Company.


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<PAGE>

         (g)      FINANCIAL  AND  CREDIT  INFORMATION.  If so  requested  by the
                  Company,  the  Licensee  agrees  to  provide  to  the  Company
                  adequate financial  information on a confidential basis and if
                  requested  credit  references,  to assure  the  Company of the
                  Licensee's ongoing financial capacity to conduct its business.

         (h)      The Licensee shall use the trademarks,  services marks,  logos
                  and trade  dress of the  Company  in its  efforts  to  promote
                  market and sell  products and agrees to enter into a Trademark
                  License with the Company at no charge to the Licensee.


         (i)      The  Licensee  shall not extend any  warranty,  representation
                  commitment  or make any promise to any  customer,  end user or
                  other  person  regarding  the  Products  except  as  has  been
                  previously approved by the Company.


5.2      The parties hereto  acknowledge  that the Company is  knowledgeable  in
acoustic  monitoring  including  the  failure  of  tensioned  reinforcements  in
buildings,  nuclear  facilities,  prestressed  water pipelines,  rock and ground
anchors,  and  bridges,  including  the  main  cables  and  suspender  ropes  of
suspension  bridges and the stay-cables of cable-stayed  bridges,  and in damage
surveillance and vibration monitoring,  all hereafter described as the Technical
Specialism.

         The  Licensee  shall not  compete  nor assist any other party to do so,
which would  compete in the  Technical  Specialism  of the Company,  in the area
defined as the  Territory  or outside the  Territory,  during the period of this
Agreement and for a period of two years after the termination of the Agreement.

5.3      To  refrain  from any  expenditure  on behalf of the  Company,  or from
incurring  any  liability in the name of the Company,  without the prior written
consent of the Company.

5.4      To use  its  best  efforts  to  promote,  safeguard,  and  protect  the
interests of the Company,  and the Company's rights to the Products,  consistent
with the best business practices.

6.       COVENANTS AND UNDERTAKINGS OF THE COMPANY

6.1      INTENTIONALLY OMITTED

6.2      INTENTIONALLY OMITTED

7.       JOINT UNDERTAKINGS OF THE LICENSEE AND THE COMPANY

         Prior to each calendar  year, the Licensee and the Company will discuss
and agree on sales targets for each country or market area in the Territory, and
on the minimum  marketing efforts to be expended by the Licensee in each country
or market  area in the  Territory  in the  following  year.  Failure to agree or
failure by Licensee to expend minimum marketing efforts may at the option of the
Company  result in  termination  of this  Agreement by the Company as per clause
14.1, or in the deletion,  by the Company,  on sixty (60) days written notice to
Licensee of countries or market areas from the definition of Exclusive Territory
and/or Non-Exclusive Territory.


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<PAGE>

8.       SALES

8.1      Selling Price

         As requested by the Licensee,  the Company will provide a Selling Price
for  Products to the  Licensee  within the  Territory,  including an annual Site
License Fee,  which shall be open for acceptance by Licensee for a period of not
less than 60 days for each project To confirm  acceptance of each Selling Price,
Licensee  will  submit a  Purchase  Order to the  Company,  in form and  content
acceptable to both Licensee and Company.

         A Marketing  Committee,  consisting of two (2) representatives from the
Company and two (2) from  Licensee  will meet at least twice per year to discuss
all aspects of the marketing of the Products in all countries, including details
of projects,  bids, pricing and potential projects. The Committee will develop a
framework for pricing  Products that can be used by Licensee to market Products.
The Committee will also recommend to the Company a Selling Price for Products to
the Licensee,  including the Annual Site License Fee.  Licensee shall be free to
price Products to its customers as it decides.  It is  acknowledged  that prices
shall be kept as competitive as possible.

         The Company and the Licensee  will enter into a Site License  Agreement
in substantially the same form as Schedule F, which provides the Licensee with a
License of the SoundPrintR  monitoring  software for each site, in consideration
of payment to the  Company of the Annual  Site  License  Fee.  In such cases the
Company  will  consider  its  attendant  reduction  of work and  costs,  and the
increase in same for Licensee in setting prices for Products to licensee.

9.       CONFIDENTIALITY

9.1      Confidential Information

         Licensee shall keep  confidential the Agreement,  all data, data bases,
computer programs, marketing plans and information provided to Licensee by or on
behalf of the Company in connection with the Agreement or Products and all other
confidential and proprietary  information of the Company,  now existing or to be
developed in the future (such information is intended to include all information
of any kind whatsoever  related to the Company's business which is not generally
and publicly known,  including  information received orally or by a confidential
writing  which,  prior  to such  receipt,  was  non-public  information  of such
recipient) (collectively the "Information"), and all Information (including data
generated  by  operation  of the  Products)  developed  by the  operation of the
Products,  and shall not disclose the Agreement or any such  Information  to any
person,  firm, entity or corporation without the prior written permission of the
Company.  Licensee  shall be bound by an obligation of confidence to the Company
in respect of any Information or trade secrets.  In respect of such Information,
Licensee shall not:

         (a)      disclose, either directly or indirectly, any such Information,
                  or any part  thereof,  to any  person,  firm,  corporation  or
                  entity other than subsidiaries of Licensee and then only if it
                  obtains a similar  obligation of confidence of such  recipient
                  except as is specifically contemplated in this Agreement; and


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<PAGE>

         (b)      use any such Information, or any part thereof, for any purpose
                  except as is specifically  contemplated within this Agreement.
                  Licensee   shall  be   responsible   to  ensure  any   person,
                  corporation   or  entity  to  which  it  has   disclosed   any
                  Information  or trade secrets  complies with the terms of this
                  Agreement.

         The Company shall keep  confidential  and not  disseminate,  discuss or
provide  to any  competitor  or client of  Licensee  any  information  regarding
business,  financial data, this agreement,  technical data,  database,  computer
programs,  marketing  plans and  information  provided by  Licensee,  or any new
developments by Licensee related to Products, without prior agreement in writing
by Licensee.

9.2      Trade Secrets

         Upon the termination of this Agreement for any reason  whatsoever,  the
Licensee shall return all data, prospectuses,  advertising, Information, and all
information  concerning  the Products  (including  all software,  copies of test
results and other data  accumulated),  and the Licensee shall not ma farther use
of any of the  materials  or  technical  information,  nor  disclose or use such
materials or Information for its own account or on behalf of any other person or
entity.  Upon  termination of this Agreement for any reason,  the Licensee shall
discontinue the use of the Company's trade name, trademarks, labels, copyrights,
patents,  and other advertising media and remove all signs and displays relating
thereto.  Upon termination,  of the Agreement for any reason,  the Company shall
return all property and confidential information, all data, prospectuses,  which
are the property of Licensee to Licensee, and shall make no further use of those
materials.

10.      INTELLECTUAL PROPERTY

         No  rights  are  granted  hereunder  to  Licensee  under  any  patents,
copyrights, information, trademarks or other intellectual property rights except
as are incidental  only to the sale of Products by the Licensee and the right to
use such Products by the Licensee's customers.  Whenever the Licensee shall make
reference  to its  relationship  with the  Company,  whether in  advertising  or
otherwise,  the Licensee shall describe its  relationship  only as a licensee of
the  Products  and partner as  potential  co-developer  under the  Research  and
Development  Agreement.  Any other use by the  Licensee of the  Company's  trade
name,  trademarks,  or any other trade names or  trademark  associated  with the
Products must be approved in advance in writing by a duly authorized  officer of
the Marketing Committee.  The Licensee shall not use any trademark-or trade name
of the Company or any  variation  thereof,  alone or in  combination  with other
words,  in  connection  with any  product  which  has not been  supplied  by the
company,  or as a part of or in  connection  with the  Licensee's  corporate  or
company name without  Company's prior written  approval.  The Licensee shall not
register  the  Company's  trade name or  trademarks  or any other trade names or
trademarks associated with the Products in the Territory or elsewhere.  All data
generated  from  use  of  the  Products  and  any   suggestions,   improvements,
enhancements,  derivative works or modifications  made to any of the Products or
any part  thereof  made by the  Company  shall be the  property  of the  Company
including any copyright,  patent or other intellectual  property rights therein.
Licensee shall sign such documents, assignments or agreements as the Company may
require to protect the Company's  rights therein,  and any such  improvements or
enhancements shall be considered subject to this License Agreement.


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<PAGE>

         Any  improvements or enhancements to any Product of Information,  which
have been  developed  during the terms of the  Agreement by the Company shall be
owned by the Company, and Licensee shall have a limited free irrevocable license
in the Territory for the term of the Agreement.

         Any improvements or enhancements to any Products or Information,  which
are developed jointly by Company and Licensee, shall be owned by the Company and
Company agrees to grant Licensee a perpetual,  irrevocable  royalty-free license
for same.  Company and Licensee agree to share costs and Licensee shall have the
right to file for  protection  at its own cost in any  countries  where  Company
elects not to file.

         Any  improvements or enhancements to any Products or Information,  made
solely by Licensee  shall be the property of Licensee and Licensee will grant to
Company a non-assignable free, irrevocable  royalty-free license for the term of
this   agreement.   Nothing  herein  implies  to  Licensee  any  rights  in  any
intellectual property of the Company.

         For joint improvements or enhancements  Company and Licensee must agree
in writing on any license or extension of license to third  parties,  except for
licenses to end users.  The  Company  will keep track of all such  licenses  and
extensions.


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<PAGE>

11.      LIMITED WARRANTY AND LIMITATIONS

11.1     The Company  provides to its customers only those warranties set out in
the  Company's  form  of  agreements,   attached  as  Schedule  "E",  Terms  and
Conditions",  and subject to the limits on liability set out in such agreements.
On a case by case basis the Company may provide  other  warranty  terms or other
limits on liability but only if previously authorized by the Company in writing.
NO OTHER WARRANTY,  EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED
WARRANTIES OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IS MADE.

 11.2    The  Company  shall  not have any  liability  of any  kind  under  this
contract unless  Licensee  notifies the Company of any claimed defect within the
warranty  period  specified in the Company's  form of agreement as measured from
the date of  delivery.  If a Product is to be returned to the  Company,  written
authorization  must be obtained  from the Company,  and the  Company's  shipping
instructions  must be  followed.  If the  claimed  defect is a result of misuse,
mishandling,  abnormal  conditions of application  or storage,  or the result or
unauthorized alteration,  the cost of replacement and all related expenses shall
be borne by the Licensee.  "Normal conditions" shall be practical and reasonable
as defined by the Company.  Any Products returned to the Company for replacement
or refund shall become the property of the Company.

11.3     The Licensee,  its agents,  and employees shall not make any statement,
representation,  warranty, or advertisement concerning the Products which exceed
in scope or are  different  in meaning  from the limited  warranty  set forth in
Section  11.1.  The  Licensee  shall  indemnify  and hold the Company  barm less
against any  claims,  liability,  costs,  and  expenses of any nature  which the
Company may incur as a result of any such activities.

12.      MODIFICATION OF PRODUCTS AND LABELING

         The  Licensee  shall  not,  without  the prior  written  consent of the
Company  and the  Marketing  Committee  in each  instance  obtained,  modify the
Products  or any part  thereof or modify,  remove,  cover,  or add to the labels
affixed by the  Company to the  Products.  If  requested  by the  Licensee,  the
Company shall affix foreign  translations of labels to Product  containers,  and
the Licensee shall reimburse the Company for all reasonable expenses incurred as
part of such relabelling.

13.      PATENT INFRINGEMENT

         If a patent  infringement action is commenced or threatened against the
Company as to one or more of the Products, and the Company elects to discontinue
the sale of any such Products in any part of the  Territory,  the Licensee shall
discontinue  its efforts to sell such Products in any such part of the Territory
immediately upon receipt of written notice thereof from the Company.

         Company  warrants  that to the best of its  knowledge  Products  do not
infringe any patent,  and if found in breach of this  warranty in respect of one
or more of the Products,  the Company shall assist in Licensee's defence and pay
fees and expenses incurred during prosecution,  and assume eventual consequences
provided that  Licensee  provides all  assistance  and  cooperation  Company may
require in the defense of the action or claim and  Company  has sole  control of
the defense and all related settlement negotiations.


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<PAGE>

14.      TERMINATION

14.1     The Company may  terminate  this  Agreement by giving  ninety (90) days
written notice in the following events:

         (a)      Licensee has ceased to function as a going  concern or conduct
                  its operations in the normal course of business as a Licensee;

         (b)      Licensee enters into  suspension of payments,  or commences or
                  becomes the subject of, any action in relation to  bankruptcy,
                  insolvency, reorganization, dissolution, or winding up;

         (c)      Licensee has become insolvent;

         (d)      Licensee  has made a general  assignment  for the  benefit  of
                  creditors;

         (e)      Licensee  has  attempted  to  assign,  convey,  or  other-wise
                  transfer  in  whole  or  in  part  any  of  Licensee's  rights
                  hereunder  to any third  party  without  the  Company's  prior
                  written  consent  based on  Licensee's  ft" true,  and correct
                  disclosure of the proposed transaction to the Company;

         (f)      any material change in the general management,  ownership,  or
                  control  including  sale,   transfer,   or  relinquishment  by
                  Licensee of any  substantial  interest in the ownership of the
                  business  to be carried on by Licensee  under this  Agreement,
                  unless such  changes are approved in advance and in writing by
                  the president of the Company;

         (g)      conviction of Licensee or any principal  officer or manager of
                  Licensee  for  any  crime  tending  to  affect  adversely  the
                  ownership or operation of the business;

         (h)      Licensee  provides   falsified  data  or  information  to  the
                  Company,

         (i)      Licensee breaches any of the obligations under Sections 9.1 or
                  9.2   respecting   Information   or  Section   10   respecting
                  intellectual  property.  The Licensee hereby acknowledges that
                  ninety (90) days is a reasonable and adequate period of notice
                  under  the   circumstances,   including   the  extent  of  the
                  expenditures,  investments, and commitment made and to be made
                  by Licensee under this Agreement; or

         (j)      Company and Licensee fail to agree on reasonable sales targets
                  and minimum marketing efforts, prior to each calendar year, or
                  Licensee fails to accomplish the minimum  marketing  effort in
                  any part of the Territory in any calendar year.

14.2     In the event either party commits a material  breach of this  Agreement
and such party fails to remedy such default  within  ninety (90) days of receipt
of written notice thereof from the opposite party,  the party giving such notice
may, at any time thereafter upon written notice,  terminate this Agreement.  The
Licensee hereby  acknowledges that ninety (90) days is a reasonable and adequate
period  of  notice  under  the  circumstances,   including  the  extent  of  the
expenditures, investments, and commitments made and to be made by Licensee under
this


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Agreement  Material  breach by the Company  referred  hereto  could  include the
Company  being  unable to supply  the  Licensee  within a  reasonable  time with
Products,  or ceasing  activities as set out in the Escrow Agreement attached as
Schedule  "G".  The Company and  Licensee  agree to enter into  attached  Escrow
Agreement  and Company  will train  Licensee to use  SoundPrint(R)  software for
analysis, and to complete installation of products.

14.3     In the  event  of  termination  of this  Agreement,  whether  upon  the
expiration  of the term of this  Agreement  or  pursuant  to the  provisions  of
Section  14.1 or 14.2,  the  Company  shall not be liable  to the  Licensee  for
compensation,  reimbursement,  or damages on account of the loss of  prospective
profits  on  anticipated  sales,  or on account  of  expenditures,  investments,
leases,  employee  termination pay, or other commitments or expenses relating to
the business or goodwill or the Licensee.

14.4     Termination of this Agreement shall not relieve or release the Licensee
from any payments which the Licensee may owe the Company under the terms of this
Agreement, including without limitation,  payments for Products delivered to the
Licensee.

14.5     Acceptance  by the  Company  of any  orders  from  the  Licensee  after
termination of this  Agreement  shall not constitute a renewal of this Agreement
or a waiver of the right of the Company to treat this Agreement as terminated.

14.6 Notwithstanding anything contained herein to the contrary,  Sections 9, 10,
11, and 13 of this  Agreement  shall survive  termination  of this Agreement and
shall  remain in full  force  and  effect  on  conditions  as set forth in those
sections for ten (10) years after contract termination.

 14.7    Company agrees that for twelve (12) months following termination of the
Agreement,  it will not enter into a License  Agreement with a direct competitor
of Freyssinet.

15.      RELATIONSHIP

         Nothing herein shall constitute the Licensee as an employee or agent of
the  Company,  nor the legal  representative  of the  Company for any purpose or
reason not set forth herein.  The Licensee does not have the authority to assume
or create any obligation, express or implied, on behalf of or in the name of the
Company, or to bind the Company in any man r whatsoever, except as authorized in
writing  by the  Company.  The  Licensee  shall be  solely  responsible  for the
operations of its business and all costs  incurred in such  'operations,  solely
responsible  for any injury,  liabilities,  or damage incurred in the conduct of
its business,  for complying with all laws and regulations of the nation, state,
and political subdivision in which it transacts its business, and shall bear all
expenses  in  connection  therewith.  It is the express  intent of the  parties,
pursuant to their right to freedom of contract, that this Agreement shall govern
the  obligations  of each to the other and the right of each resulting from such
relationship  and that no Ordinance,  Regulation or any other law  purporting to
alter the relationship between the Company and the Licensee,  presently in force
or hereafter enacted, may apply to the rights and obligations of and between the
parties under this  Agreement.  The rights and obligations of the parties in the
event of termination of this Agreement have been  separately  bargained for, and
are intended by both parties to be in lieu of any fights or obligations  arising
under  any  Ordinance,  Regulation  or any  other  law  purporting  to alter the
relationship of the parties.


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16.      COMPLIANCE WITH LAW

         The Licensee shall comply with all prevailing  laws and  regulations of
the Territory pertaining to the importation, distribution, sales, promotion, and
marketing  of  the  Products  in the  Territory  and  in  any  manner  otherwise
pertaining  to  performance  by the  Licensee  of  its  obligations  under  this
Agreement.  The Licensee shall accept and assume full responsibility for any and
all civil or criminal  liabilities and costs that may be assessed as a result of
the Licensee's performance of Licensee's duties under this Agreement,  and shall
hold  harmless  and  defend  the  Company  from and  against  any and all fines,
damages, levies, costs, and judgment which the Company may be required to pay as
a result of the  Licensee's  performance  of its duties  thereunder in violation
thereof.

17.      MISCELLANEOUS PROVISIONS

17.1     CONTROLLING  LAW. This Agreement is made with reference to and shall be
construed in accordance  with the law of England.  The Parties  acknowledge  and
agree that this  Agreement  shall not be subject to the provisions of the United
Nations Convention on Contracts for the International Sale of Goods.

17.2     ARBITRATION. Any disputes or controversies arising under this Agreement
shall be determined  by binding  arbitration  in  accordance  with the rules and
procedures  for  arbitration  in London,  England,  which  arbitration  shall be
conducted  in  London,  England.  Each  party  shall  bear its own  costs of the
arbitration  and shall pay one half cost of the costs of the  establishment  and
operation of the arbitration tribunal,  until the Arbitrator decides which party
is responsible for arbitration costs.

17.3     NOTICES. All notices,  request, demands, and other communications given
under this  Agreement  shall be in English  and shall be in writing and shall be
deemed to have been duly given at the time of delivery, if personally delivered,
or seventy-two  (72) hours after delivery to an appropriate  courier service and
addressed to the parties at the addresses  set forth  beneath  their  respective
signatures  or at such  other  address as a party may  designate  at any time in
writing by notice to the other in accordance with this Subsection 17.3.

17.4     WAIVER AND  MODIFICATION.  The  failure of either  party at any time to
require strict  performance of any provision of this Agreement  shall not in any
manner  affect the right of such party at a later time to enforce  the same.  No
waiver by either  party of the breach of any term or covenant  contained in this
Agreement shall be deemed to be a release or affect any liability resulting from
such breach. No waiver of any nature, whether by conduct,  course of dealing, or
otherwise,  in any one or more instances shall be deemed to be or construed as a
continuing  waiver of any such condition or breach,  or as a waiver of any other
condition or of any other breach of any other term or covenant of this Agreement

17.5     SUCCESSORS IN INTEREST.  This Agreement shall be binding upon and inure
to the benefit of the successors,  heirs, assigns, and personal  representatives
of the parties.

17.6     ASSIGNMENT. The Licensee may not assign or sublicense any of its rights
or obligations under this Agreement, nor shall the Licensee appoint or designate
any  sublicensee  of the  Products,  without  the prior  written  consent of the
Company, which consent may be granted or


                                       11
<PAGE>

withheld for any reason or for no reason in the sole and  exclusive  judgment of
the Company. Any attempted assignment,  appointment,  or designation without the
prior written consent of the Company shall be null and void.

This sub-clause does not apply to any assignment o any subsidiaries of Licensee,
in which the Licensee has at least twenty-five (25) percent ownership,  in which
case both Assignor and Assignee  remain and shall be liable for  performance  of
this agreement.

17.7     ENTIRE AGREEMENT.  This Agreement contains the entire agreement between
the parties with respect to the subject matter of this  Agreement.  There are no
representations,  warranties,  understandings,  or  agreements  other than those
expressly set forth herein.  Time is expressly  declared to be of the essence of
this Agreement.

17.8     EXECUTION BY COUNTERPART.  This Agreement may be executed separately or
fix1ependently  in any number of  counterparts,  each and all of which  together
shall be deemed to have been executed  simultaneously and for all purposes to be
one agreement.

17.9     CAPTIONS.  The  respective  captions of the  Sections  are inserted for
convenience  of  reference  only and shall not be deemed to modify or  otherwise
affect in any respect any of the provisions hereof.

         Dated the day and year first above written.

                        PURE TECHNOLOGIES LTD.

                        Represented by:       "James E. Paulson"
                                              ----------------------------------
                                              James E. Paulson
                                              Chairman
                                              ----------------------------------

                        Address:              1050, 340 - 12 th Avenue S.W.
                                              Calgary, Alberta
                                              Canada T2R 1L5

                        FREYSSINET INTERNATIONAL (STUP) SNC.

                        Represented by:       "Jean Pierre Marchand-Arpoume"
                                              ----------------------------------
                                              Jean Pierre Marchand-Arpoume
                                              Chairman & Chief Executive Officer

                        Address:              78140 Velizy Villacoublay
                                              10, rue Paul Dautier
                                              France


                                       12
<PAGE>

                                  SCHEDULE "A"

                              EXCLUSIVE TERRITORY


                                     France

                                     Africa

                                     Spain

                                    Portugal

                                 South America

                                     Korea

                                   Australia

<PAGE>

                                  SCHEDULE "B"

                            NON-EXCLUSIVE TERRITORY


                                     Canada

                                 United States

<PAGE>

                                  SCHEDULE "C"

                          EXCLUSIVE TERRITORY OF FUGRO


                                 United Kingdom

                                   Hong Kong

                                China (Mainland)

                                     Macao

                                   Singapore

<PAGE>

                                  SCHEDULE "D"

                                 OPEN COUNTRIES


              All countries not included in Schedules A, B and C.

<PAGE>

                                  SCHEDULE "E"

                               TERMS & CONDITIONS

<PAGE>

                      SCHEDULE "E" - TERMS AND CONDITIONS

SYSTEMS ACCEPTANCE
Within a reasonable  time of installation of the Sensor Array and the Equipment,
Pure  Technologies  Ltd. ("Pure") will perform Pure's diagnostic tests to verify
operation  of the  System  Successful  conclusion  of  Pure's  diagnostic  tests
(established by Pure from time to time) shall constitute final acceptance of the
System by the Customer (the  "Acceptance").  A description of Pure's  diagnostic
tests is contained in Pure's SoundPrint(R) Installation and Operations Manual, a
copy of which can be made available for inspection by the Customer.

RISK OF LOSS
The risk of loss or damage in respect of the System shall pass to the  Customer,
regardless of whether Acceptance of the System has occurred.

LICENSE OF SOFTWARE
In  conjunction  with the  delivery  of the  Equipment,  Pure shall  install the
Software on the  Equipment as provided in the contract  documents,  and Customer
shall pay the license fee to Pure (the  "License  Fee") which is included in the
Contract Sum. In  consideration  for the License Fee, the Customer  obtains from
Pure or other applicable vendors or licensors,  non-exclusive,  non-transferable
licenses (the "License  Agreements")  to use,  without right to sublicense,  the
computer programs and modules which make up the Software at the Site.

The  Customer  agrees  to be bound by the terms  and  conditions  of each of the
License  Agreements  and to use such computer  programs  and/or  modules only in
accordance with the terms of the applicable License Agreements.

SYSTEM MAINTENANCE
The  Customer  shall be  responsible  to maintain  the System in good repair and
condition in accordance with Pure's and other vendor's written  instructions and
specifications,  or failing such  instructions and  specifications,  in a manner
consistent with good industry  practices.  In addition to the foregoing Customer
shall:

1.       use  reasonable  commercial  efforts  to keep the  System  secure  from
         vandalism,  loss of power,  environmental hazards (including lightning,
         flood, water overflow) and other damage; and

2.       if Pure is providing any ongoing  maintenance  or support to the System
         or any part thereof, and during any warranty period,  provide Pure with
         such access to the System as may be reasonably requested by Pure.

MONITORING & TECHNICAL SUPPORT
If Customer wishes Pure to provide services  monitoring the System and reporting
on  incidents  detected by the System,  Customer and Pure will enter into Pure's
Technical Support Contract.


                                       2
<PAGE>

CONFIDENTIAL INFORMATION
The  Customer  acknowledges  that  the  System  and  associated   documentation,
including without limitation, all Software, and the make up and configuration of
the Equipment and its method of operation,  and die Training Documents and data,
constitute  valuable  confidential  information of Pure and/or its licensors and
Customer shall maintain all  confidential  information as strictly  confidential
and n6ther  use nor  discuss  any of it without  Pure's  written  approval.  The
Customer also  acknowledges the Software and all copies thereof,  in whole or in
part, is and shall at all times remain the sole and  exclusive  property of Pure
and/or its  licensors  and that Pure has all right,  title and interest  therein
except for the limited  rights to use the  applicable  Software  provided in the
attached License Agreements.

The  Customer  agrees  that  wrongful  disclosure  of any  of  the  confidential
information may cause  irreparable  harm to Pure and that Pure's remedies at law
may be inadequate and, therefore, Pure shall be entitled to obtain an injunction
to enforce the provisions of this Agreement.

The Customer  acknowledges  that all data  generated by the System is subject of
copyright  protection  and is or shall be owned  exclusively  by Pure and/or its
licensors.  The Customer shall have an  irrevocable  right and license to retain
and use a copy of data generated from the System (the "Data") for the Customer's
application  in regards  to the  operation  and  maintenance  of the  Customer's
strictures  in which the  Equipment is situated,  which right and license  shall
include the right to disclose such  information  and results to its agents,  and
employees.

Pure shall not disclose the name of the site, or release  information about data
or reports,  which can be identified with the site, without the authorization of
the Customer. Pure reserves the right to publish and distribute data and reports
in a generic  form,  which  cannot  be  specifically  identified  with the site,
without the authorization of the Customer.

The  obligations  of the parties  contained  in this Article  shall  survive the
termination of this Agreement.

WARRANTY
Pure  warrants  that the  Customer  shall  acquire  good and clear  title to the
Equipment,  free and clear of all liens and encumbrances except for the security
interest  retained  by Pure  until  such time as the  Purchase  Price is paid by
Customer  to Pure in full.  To the extent it is able,  Pure shall  convey to the
Customer all manufacturer's warranties pertaining to the Equipment upon delivery
of the Equipment to the Customer,

Pure  shall,  to the extent it is able,  provide to the  Customer  the  Software
related warranties for the software it licenses to Customer.  Pure warrants that
for twelve months after Acceptance the System:

         (a)      will substantially perform those functions described in Pure's
                  SoundPrint  Installation and Operations Manual,  provided that
                  notwithstanding  anything to the  contrary  contained  in this
                  Agreement,  the System's  operation may be interrupted  and is
                  net warranted to be error free; and

         (b)      is designed to monitor  certain  acoustic  emissions  from the
                  Site, soma of which may be identified as  post-tensioned  wire
                  failures.  The parties acknowledge that while most wire breaks
                  generate at least enough  energy to be recorded by the System,
                  if wire  breaks do not exhibit  the  properties  for which the
                  System has been


                                       3
<PAGE>


                  designed, then the wire breaks may not be detected or recorded
                  by the System.  The parties also  acknowledge that any form of
                  background or other noises, or any continuous noise generation
                  including,  without  limitation,  construction  activities may
                  affect the  ability of the  System to detect  and/or  classify
                  events  and may  mask  wire  breaks  so that  they  cannot  be
                  detected or recorded by the System.

The  above-referenced  warranties are applicable  only if the System is used and
maintained  strictly in  accordance  with Pure's  Installations  and  Operations
Manual,  and  repaired  solely by Pure or its  authorized  agents in the  manner
provided herein, and such warranties are available only during such times as the
System is available for use.

The Data must be monitored and processed to provide  meaningful  information  to
the Customer. The parties acknowledge that the placement of the sensors required
by the System is crucial to functionality  and any movement or interference with
any such  sensors  without  Pure's  written  consent  will  void any  warranties
provided herein in respect of the functionality of the System. Pure acknowledges
that various monitoring agencies may provide monitoring services under their own
terms and if any such  agencies am used Customer  acknowledges  that Pure is not
responsible for the services provided by any such monitoring agency. Pure is not
providing engineering  services.  Pure suggests the Customer have the Customer's
professional  engineering advisors available to review any reports provided from
the System and other issues concerning the structural integrity of the Site. The
Customer  and/or its engineering or other advisors may use the data generated by
the System including,  without limitation,  the Data, solely to seek to classify
events  recorded  by the System for User's  internal  purposes in regards to the
operation and maintenance of the Customer's  structure in which the Equipment is
situated. All Data shall become the property of Pure.

Notwithstanding  anything to the contrary  contained in this  Agreement,  or any
Schedules,  under no circumstances does Pure suggest,  represent or warrant that
the use of the  System  or  accompanying  materials  will  lead to any  specific
result,  consequence or situation for the Customer or is a substitute for use of
other  physical  structural  integrity  methods  or  inspections.   The  parties
acknowledge  that the System  requires  the  Customer  to  exercise  prudent and
reasonable  judgement in interpretation of the results of events recorded by the
System, including, without limitation, the Data. The Customer should continue to
look to its professional  engineering  advisors for advice on the past,  present
and future structural integrity of the Site.

LIMITATION OF WARRANTY
Other than the specific  warranties  provided  above,  the System,  Software and
Equipment and  accompanying  materials are provided "as is" without  warranty of
any kind either  expressed or implied.  The complete  risk as to the quality and
performance  of the  System  or any of its  components  is  with  the  Customer.
Notwithstanding  anything  to the  contrary  contained  herein,  Pure  makes  no
warranty or representation  that the functions contained in the System will meet
the  Customer's  requirements,  or that the  operations  of the  System  will be
uninterrupted  or error-free  or that any System  defects are  correctable.  The
foregoing  warranties are in lieu of all other warranties  expressed or implied,
including,  but not limited to, the implied  warranties of  merchantability  and
fitness for a particular purpose. No oral or written information or advice given
by Pure, its dealers,  distributors,  agents or employees shall create a warrant
that in any way increases the scope of this limited warranty.


                                       4
<PAGE>

The warranties  provided  above shall be void if the Customer  permits any party
other than Pure to repair,  maintain or alter the System or any part  thereof in
any manner,  or if the  Customer or any other party deals with the System in any
way other than as expressly provided for herein.

DEFAULT
A  material  breach or  default  by a party  ("Defaulting  Party") of any terms,
conditions,  warranties or representations provided in this Agreement shall give
rise to any event of default  ("Default").  The other  party may, at its option,
terminate this  Agreement upon giving the Defaulting  Party notice in writing of
the specific  details of the alleged Default and, where the Defaulting Party has
not remedied such Default within thirty (30) days of receipt of such notice, all
amounts outstanding hereunder from Customer to Pure shall immediately be due and
payable on Default of Customer which is not cured in the manner required by this
Section.

LIMIT OF LIABILITY
Notwithstanding  anything to the contrary  contained  herein,  in no event shall
Pure be liable to the  Customer  for any lost  profits,  lost  savings  or other
incidental,  special or consequential  damages arising out of the use, misuse or
inability  to use the System,  including  without  limitation,  the  Software or
Equipment,  whether  such damages are sought by the Customer or any other party,
even if Pure has been advised of the possibility of such damages. Pure shall not
be liable  for any  damages  caused by delay in  delivery,  instalation,  setup,
testing  or  furnishing  of the  System  or any of  its  components  under  this
Agreement.

Notwithstanding anything to the contrary herein, Pure's maximum liability to the
Customer  for any cause,  including,  without  limitation,  whether  at law,  in
equity,  it under contract,  and including,  without  limitation,  any breach or
violation of the provisions of this Agreement,  or any agreement entered into in
conjunction  with this Agreement,  including,  without  limitation,  the License
Agreements,  shall be a cumulative maximum liability for all incidents or events
calculated  as  equal  to the  annual  Technical  Support  and  Service  Fee (if
applicable).

GOVERNING LAW
This  Agreement  shall be construed in accordance  with,  and the rights of, the
parties  governed by the laws in force in the Province of Alberta,  Canada,  and
the parties agree to  irrevocably  attorn to the  jurisdiction  of the courts of
Alberta and further agree that any proceedings shall only be taken in respect of
this Agreement in such courts.

FORCE MAJEURE
Neither  party hereto shall be liable to the other,  for any failure of or delay
in the performance of its obligations  hereunder,  nor be deemed to be in breach
of this Agreement if such failure or delay has arisen from "Force Majeure".  For
the  purpose  of this  Agreement,  "Force  Majeure"  shall  mean any  cause  not
reasonably  in the control of Pure or  Customer  as the case may be,  including,
without  limitation,   acts  of  God,  strike,  lockouts,  or  other  industrial
disturbances, acts of the public enemy, wars, blockades,  insurrections,  riots,
epidemics, landslides, earthquakes, fires, storms, floods, high water, washouts,
inclement  weather,  power  failure,  telecommunications  disruption or failure,
equipment  failure,  orders  or acts of civil  or  military  authorities,  civil
disturbances, or explosions.


                                       5
<PAGE>

Where  either  party  hereto is  prevented  from  carrying  out its  obligations
hereunder due to Force Majeure,  such obligations so far as they are affected by
Force Majeure shall be suspended during the operation of any such event of Forte
Majeure. The party prevented from carrying out its obligations  hereunder due to
Force Majeure shall where practical,  make reasonable  efforts to give notice of
the occurrence of such Force Majeure to the other party hereto.

ASSIGNMENT AND AMENDMENT
Pure shall have a right to assign this contract  without the Customer's  consent
and Customer hereby accepts such assignments and waives signification of the act
of assignment  and the delivery of a copy thereof.  This Agreement is assignable
by the  Customer  providing  that the  Customer has  previously  secured  Pure's
written consent which consent shall not be unreasonably withheld. This Agreement
will, in all other  respects,  be binding upon the parties and their  respective
successors and assigns.  Only a written instrument signed by both of the parties
may amend this Agreement.

TERMINATION
This  Agreement may be canceled or terminated by mutual  written  consent of the
parties.  If this  agreement is terminated  then Customer shall cease all use of
the Software and shall  return all copies of the Software and  documentation  to
Pure within fifteen (15) days and deliver to Pure written certification that all
such copies have been returned.

All  obligations  herein  regarding  confidentiality  and nonuse of Confidential
Information  and  payment  of  moneys  shall  survive  any  termination  of this
Agreement.

Upon any  termination  of this  Agreement  for any reason or cause,  the parties
hereto shall take such reasonable  steps to effect an orderly  transition of the
relationship  between them and seek to minimize the disruption arising from such
termination.

INDEMNIFICATION
Subject to Limits of  Liability,  Pure will defend the Customer  against a claim
that the entire System,  as furnished,  and if used strictly in accordance  with
the  written  instructions  provided  by Pure,  infringes  a valid,  enforceable
Canadian  patent or copyright  and Pure will pay  resulting  costs,  damages and
attorney's fees finally awarded, provided that:

         (a)      the Customer promptly notifies Pure in writing of the claim or
                  threatened claim.

         (b)      the claim is solely based on the  Customer's use of the System
                  as  furnished  and used  strictly  in  accordance  with Pure's
                  written instructions;

         (c)      the Customer provides all assistance and co-operation Purr may
                  reasonably require in the defense of the action or claim; and

         (d)      Pure  has  sole   control  of  the  defense  and  all  related
                  settlement negotiations.

If such a claim occurs, Pure may, at its sole option, either:

         (e)      attempt to make the System non-infringing; or


                                       6
<PAGE>

         (f)      attempt to obtain a license  to use the rights  from the party
                  complaining of the unauthorized or unlawful use; or

         (g)      provide the Customer with a generally similar system; or

         (h)      refund to the Customer the charges or fees attributable to the
                  module in relation to which the  infringement is complained of
                  and require the Customer to cease use of the infringing module
                  and return die infringing module to Pure.

Pure shall have no obligation to defend the Customer or to pay costs, damages or
attorney's fees for any claim based on any acts of the Customer which exceed the
terms of the license granted to the Customer by this Agreement or are based upon
modifications  created by the Customer or on its behalf or, from  combination of
the  System or any part  thereof  with any  equipment,  software,  processes  or
technology  of others or from use of the System other than in strict  accordance
with Pure's written instructions therefore.

The provisions set out in this section state the entire  obligation of Pure with
respect to infringement of any industrial or intellectual property rights.

Customer hereby assumes  liability for and agrees to indemnify and save harmless
Pure, its agents, employees, officers and directors from and against any and all
liabilities,  obligations,  losses, damages, penalties,  claims, actions, suits,
costs and expenses,  including legal expenses (on a solicitor and his own client
basis) of  whatsoever  kind and  nature,  imposed  on,  incurred  by or asserted
against Pure, its agents, employees,  officers or directors, in any way relating
to or arising out of or in connection  with this  Agreement,  the System and the
use thereof including the manufacture,  selection, delivery, possession, use and
operation and recovery of claims under any insurance policy relating thereto. In
addition,  Customer shall, on the written demand of Pure, pay to Pure the amount
as determined by Pure as being Pure's loss of profits together with any costs of
Pure,  including the cost of redeployment of funds and internal costs,  incurred
by Pure,  in any way  relating  to or arising  out of any refusal by Customer to
perform its obligations hereunder.

DISPUTE RESOLUTIONS
Disputes under this  Agreement  shall be resolved using the procedure set out in
the Alberta Arbitration Act.

LIMITATION OF ACTIONS
Pure and the  Customer  agree  that if a  dispute  resolution  mechanism  is not
successful  in resolving a dispute  under this  Agreement or any  Schedule,  any
legal action must be commenced within two years of the date of the complained of
cause of action.

NOTICES
All notices provided for hereunder shall be in writing and shall be deemed to be
given:

         (i)      when  delivered  to the  individual,  or to an  officer of the
                  relevant party to which the notice is directed, or


                                       7
<PAGE>

         (j)      five (5) days after the same has been  deposited in the Canada
                  post mail,  sent  certified  or  registered  mail with  return
                  receipt  requested,  postage prepaid and addressed as provided
                  in this Section, or

         (k)      when delivered by an overnight  delivery  service with receipt
                  acknowledged  and  with  all  charges  prepaid  by the  sender
                  addressed  as  provided  in this  Section.  Notices  shall  be
                  directed as follows:

                  (i)      if to Pure,  at the  address  for  Pure  noted at the
                           commencement of this Agreement;

                  (ii)     if to Customer,  at the address of the Customer noted
                           at the  commencement  of this  Agreement,  or at such
                           other  place or  places  or to such  other  person or
                           persons as shall be designated by notice by any party
                           hereto.

EFFECT OF WAIVER
No delay or omission to exercise  any right or remedy  accruing to Pure upon any
breach or  default  of  Customer  will  impair  any such  right ore remedy or be
construed to be a waiver of any such breach of default, nor will a waiver of any
single  breach or  default  be deemed a waiver  of any other  breach or  default
theretofore or thereafter occurring.  Any waiver, permit, consent or approval on
the  part of Pure or any  breach  or  default  under  this  Agreement  or of any
provision  or condition  hereof,  must be in writing and will effect only to the
extent  in  such  specifically  set  forth.  All  remedies,  either  under  this
Agreement,  under any agreement entered into in conjunction with this Agreement,
or at law or in equity or otherwise  afforded to Pure,  are  cumulative  and not
alternative.

CUSTOMER'S WAIVER
To the extent not  prohibited  by law or  statute,  Customer  hereby  waives the
benefit of all provisions of all applicable  sale of goods,  conditional  sales,
regulatory  credit,  seizure,  personal property security and other statutes and
regulations made thereunder in any and all jurisdictions of the U.S. and Canada,
which  would  in any  manner  affect,  restrict  or  limit  the  rights  of Pure
hereunder.  Customer  also waives and assigns to Pure the right of any statutory
exemption  from  execution or otherwise  and further  waives any right to demand
security for costs in the event of litigation.

ENUREMENT
Subject to the terms hereof, this Agreement shall enure to the benefit of and be
binding  upon  the  parties  hereto  and  their  respective  heirs,   executors,
administrators, successors, assigns and legal representatives.

MISCELLANEOUS
The application to this Agreement of the United Nations  Convention on Contracts
for the  International  Sale of Goods,  as well as the  application  of domestic
legislation which has, or purports to have,  adopted the Convention into law for
the jurisdiction concerned are hereby excluded.


                                       8
<PAGE>

In case of conflict  with the License  Agreement,  the License  Agreement  shall
supersede this Schedule "E".





                                       9
<PAGE>

                                  SCHEDULE "F"
                      SOUNDPRINT(R) SITE LICENSE AGREEMENT

THIS AGREEMENT made and entered into by and between Pure  Technologies  Ltd., an
Alberta  corporation,  ("Pure"),  having its principal  office at 1050, 340 - 12
Avenue SW, Calgary,  Alberta T2R IL5 Canada, and FREYSSINET INTERNATIONAL (STUP)
SNC,  ("Licensee")  having its principal  office at 78140,  10 rue Paul Dautier,
Velizy  Villacoublay,  France, is attached to and shall form part of the License
Agreement to which this Site License Agreement is attached as a Schedule.

Pure and the Licensee agree to the following term and conditions:

1. SOFTWARE OWNERSHIP

         1.1      Pure and its licensors shall retain full and complete title to
                  the computer  programs,  data and related materials  howsoever
                  stored and any accompanying  materials (all called  "Software"
                  in this  Agreement) and all updates and  subsequent  copies of
                  the  Software  regardless  of the  media or form in which  the
                  copies may exist,  including  copies made in  violation of the
                  terms of this agreement.

2. LICENSE GRANT

         2.1      In consideration of the payment of the annual Site License Fee
                  described on Schedule "1" hereto by the Licensee to Pure, Pure
                  grants to the Licensee,  a limited  non-exclusive,  revocable,
                  limited  license  and  right  to use the  Software  solely  to
                  monitor the data developed by  SoundPrint(R)  Data Acquisition
                  Systems at the sites described on Schedule "1" hereto ("Site")
                  and process  the such data  solely to seek to classify  events
                  recorded  by the  SoundPrint(R)  Data  Acquisition  System for
                  internal non-public purposes and only to report the results of
                  such  processing  to the end user,  ("Manager/Owner"),  of the
                  Sites  described on Schedule "1" hereto provided that Pure may
                  monitor  such  data and  reports  to verify  operation  of the
                  Software.  The Licensee may use the Software  only on a single
                  computer  at a  single  location.  All  rights  not  expressly
                  granted to the Licensee are reserved to Pure.

Additional  sites may be added to this Site  License at any time by letter  from
Licensee to Pure containing  information about the new site, including location,
description and annual Site License Fee, countersigned by Pure and attached as a
part of Schedule "1".

         2.2      Pure reserves the rights to make telecommunication  connection
                  to the Software and data from the site to periodically seek to
                  verify  compliance  by the  Licensee  with  the  terms of this
                  Agreement.  The Software  includes  confidential  information,
                  which the Licensee  agrees to keep strictly  confidential  and
                  neither  disclose nor use for any other purpose other than the
                  limited use of the Software in accordance with this Agreement.


                                       10
<PAGE>

3. RESTRICTIONS ON USE RESTRICTIONS ON USE

         3.1      The licensee shall not:

                                    (a)      electronically transfer or transmit
                                             the Software to any other  computer
                                             over a network or similar system;

                                    (b)      make or  distribute  any  copies of
                                             the Software;

                                    (c)      modify, adapt,  translate,  reverse
                                             engineer,  decompile or disassemble
                                             the  Software or create  derivative
                                             works based on the Software.

         3.2      All data generated from the site using the SoundPrint(R)  Data
                  Acquisition  Software  ("Data"),  whether in raw or  processed
                  form,  shall  be the  sole  property  of  pure  including  all
                  copyright  and other rights  therein.  The Licensee  shall and
                  does hereby, if applicable, assign all such rights to Pure. If
                  required,  a  royalty-free  non-assignable  license to use the
                  data will be given to the Licensee and end-user.

4. RESTRICTIONS ON ASSIGNMENT OR TRANSFER

         4.1      The Licensee shall not assign, rent, lease, sell sublicense or
                  otherwise  transfer or grant any rights in or to the  Software
                  to another party  without the prior  written  consent of Pure.
                  Pure will require that any permitted  assignee be bound by all
                  the terms and conditions of this Agreement.

         4.2      The license granted hereunder is effective for a period of one
                  (1) year and may be  extended  for a further one (1) year term
                  upon payment to Pure of the annual  License fees  described on
                  Schedule "1". The license granted hereunder will automatically
                  terminate  if the  Licensee  fails to comply  with any term of
                  this  agreement  or the  License  Agreement  with Pure,  or if
                  Licensee  fails to comply with any term of any agreement  with
                  Owner/Manager. Upon termination the Licensee shall immediately
                  destroy the Software, all copies thereof or return the same to
                  Pure at the Licensee's expense.

         4.3      From time to time Pure and/or its distributor may make updates
                  of the Software or provide additional  material of interest to
                  the  Licensee   including   information  and,  in  some  cases
                  promotional pricing, on complementary products. So long as the
                  Licensee  is not in default or this  Agreement  or its License
                  Agreement  with Pure to which this is  attached,  the Licensee
                  shall be entitled to receive such information and updates from
                  time to time.

         4.4      Pure will add Licensee's name to software  pages,  screens and
                  printing.

5. LIMITED WARRANTY AND DISCLAIMER


                                       11
<PAGE>

         5.1      Pure  warrants  that (1) the  media on which the  Software  is
                  furnished under normal use will be free from defects;  and (2)
                  if installed on equipment as provided on Schedule "1" and used
                  in  accordance  with  Pure's and such other  vendor's  express
                  instructions,  the Software will  substantially  perform those
                  functions  described in Pure's  documentation for the Software
                  for ninety (90) days from the date of delivery of the Software
                  to the Licensee by Pure.

         5.2      The  licensee  must notify Pure of any defects in the media or
                  Software by giving written notice to Pure.

         5.3      Other than the specific  warranties  provided above,  Software
                  and  accompanying  materials  are  provided  "as  is"  without
                  warranty  of  any  kind,  either  expressed  or  implied.  The
                  complete  risk  as to  the  quality  and  performance  of  the
                  software  is with the  licensee.  Pure  makes no  warranty  or
                  representation  that the  functions  contained in the software
                  will meet the Licensee's  requirements  or that the operations
                  of the Software  will be  uninterrupted  or error free or that
                  any software defects are correctable. The foregoing warranties
                  are in lieu of all  other  warranties  expressed  or  implied,
                  including  but not  limited  to,  the  implied  warranties  of
                  merchantability  and fitness for a particular purpose. No oral
                  or written  information  or advice given by pure, its dealers,
                  distributors, agents or employees shall create a warranty that
                  in any way increases the scope of this limited  warranty.  The
                  duration  of any  implied  warranty  shall be  limited  to the
                  duration of the limited warranties set forth herein.

         5.4      Neither  Pure  nor  the  Software   provide  any  professional
                  engineering services to the Licensee, the Owner/Manager of the
                  site, or its agents.

         5.5      The SoundPrint(R)  monitoring Software,  together with certain
                  hardware and equipment ("System") if properly installed at the
                  site and if properly  used and during such times as the System
                  is available  detects  certain  energy  transmissions  through
                  concrete or steel.  Most wire breaks  generate at least enough
                  energy to be  recorded  by the  System.  If wire breaks do not
                  exhibit  certain  properties  they  may  not  be  detected  or
                  recorded  by the  System.  Construction  activities  and other
                  continuous  noise  generation  may affect  the  ability of the
                  System to detect and/or classify events. Sufficient background
                  or other  noise  may mask  wire  breaks so dud they can not be
                  detected or recorded by the System.

         5.6      The  Data  recorded  by  the  System  must  be  monitored  and
                  processed  to  provide  meaningful  information  to  the  Site
                  Manager/Owner. In general events which the Software is able to
                  record are  classified  as either:  (a) a probable wire break,
                  (b) a possible  wire break,  or another  event.  The  Licensee
                  and/or the  Manager/Owner's  engineering or other advisors may
                  use  the  information  presented  by the  Software  to seek to
                  investigate  the  events  recorded  by the  System.  Where the
                  Licensee or the Owner/Manager


                                       12
<PAGE>

                  remotely  monitors the System the Licensee is  responsible  to
                  make arrangements for the secure and reliable  transmission of
                  all Data.

         5.7      The Licensee should exercise reasonable judgment in the use of
                  the   software   and   accompanying   materials.    Under   no
                  circumstances does Pure suggest, represent or warrant that the
                  use of the Software or accompanying materials will lead to any
                  specific result,  consequence or situation for the licensee or
                  is a substitute for use of other physical structural integrity
                  methods or  inspections.  The  Software  requires  Licensee to
                  exercise prudent and reasonable judgement in interpretation of
                  the results of the  Software.  The Licensee  shall not release
                  any final reports  without giving Pure a prior  opportunity to
                  review and approve such reports.

         5.8      The Licensee is responsible to make its own arrangements  with
                  the  Owner/Manager  in respect of  reporting on the results of
                  monitoring the Site and payment for those services.

6. REMEDIES

         6.1      Pure's and its  licensor's  entire  liability  and  licensee's
                  exclusive remedy shall be limited to:

                  6.1.1    With  respect  to  defects  in  the  media  or  other
                           material  during  the  warranty  period,   Pure  will
                           replace  the  defective  media if returned to Pure at
                           the Licensee's expense for return of such media. This
                           warranty  shall  not apply if the  Software  has been
                           damaged  by   negligence,   accident,   improper   or
                           unreasonable  use,  or any other cause  unrelated  to
                           defective materials or workmanship;

                  6.1.2    In the event  that any  other  claim  related  to the
                           performance  or   non-performance   by  Pure  in  way
                           concerning  the Software under this Agreement is made
                           by the  licensee  or  someone  claiming  through  the
                           Licensee, then the sole and exclusive remedy shall be
                           to request Pure to use reasonable  efforts to seek to
                           repair the Software; and

                  6.1.3    In all  cases the  maximum  compensation  or  damages
                           which the  Licensee  or anyone  claiming  through the
                           licensee shall be entitled to claim and receive shall
                           be limited as set forth in this Section  below.  Pure
                           and its licensor's  aggregate  maximum  liability and
                           the Licensee or anyone claiming  through the licensee
                           's maxi um  aggregate  claim for  damages of any kind
                           shall be a refund of the  license fee  actually  paid
                           for the Software in the first year of this Agreement.
                           In no event  shall Pure be liable to  Licensee or any
                           other  person  for  any  direct,  special,  indirect,
                           incidental,  or consequential damages arising our the
                           use of, or inability to use,  any  Software,  even if
                           Pure was  previously  advised of the  possibility  of
                           such  damages,  or for any other claim by Licensee or
                           any other person.


                                       13
<PAGE>

7. GENERAL PROVISIONS

         7.1      This Agreement shall be construed in accordance  with, and the
                  rights  of the  parties  governed  by,  the  laws in  force in
                  England,  and the parties agree to  irrevocably  attorn to the
                  jurisdiction  of the courts of England and further  agree that
                  any  proceedings  shall  only  be  taken  in  respect  of this
                  Agreement in such courts.

         7.2      Neither  party  hereto  shall be liable to the other,  for any
                  failure  of or delay  in the  performance  of its  obligations
                  hereunder nor be deemed to be in breach of this Agreement,  if
                  such failure or delay has arisen from "Force Majeure". For the
                  purpose of this Agreement "Force Majeure" shall mean any cause
                  not  reasonably in the control of Pure or Licensee as the case
                  may be, including,  without limitation,  acts of God, strikes,
                  lockouts, or other industrial disturbances, acts of the public
                  enemy,  wars,  blockades,   insurrections,  riots,  epidemics,
                  landslides,  earthquakes,  fires, storms,  floods, high water,
                  wash    outs,     inclement     weather,     power    failure,
                  telecommunications  disruption or failure,  equipment f4ilure,
                  orders  or  acts  of  civil  or  military  authorities,  civil
                  disturbances,  or  explosions.  Where  either  party hereto is
                  prevented from carrying out its  obligations  hereunder due to
                  Force Majeure, such obligations so far as they are affected by
                  Force Majeure  shall be suspended  during the operation of any
                  such event of force majeure. The party prevented from carrying
                  out its obligations hereunder due to Force Majeure shall where
                  practical,  make  reasonable  efforts  to give  notice  of the
                  occurrence of such Force Majeure to the other party hereto.

         7.3      All notices  provided  for  hereunder  shall be in writing and
                  shall  be  deemed  to be  given:  (a)  when  delivered  to the
                  individual,  or to an officer of the  relevant  party to which
                  the  notice is  directed,  or (b) five (5) days after the same
                  has been deposited in the Canada post mail,  sent certified or
                  registered mail with return receipt requested, postage prepaid
                  and  addressed  as  provided  in  this  Section,  or (c)  when
                  delivered  by  an  overnight  delivery  service  with  receipt
                  acknowledged  and  with  all  charges  prepaid  by the  sender
                  addressed  as  provided in this  Section,  or (d) when sent by
                  facsimile  on the  next  business  day  following  the day the
                  facsimile  is sen4  provided  an  electronic  confirmation  of
                  complete  transmission to the recipient's  facsimile number is
                  received by the sender.  Notices shall be directed as follows:
                  (a)  if to  Pure,  at  the  address  for  Pure  noted  at  the
                  commencement  of this  Agreement,  (b) if to Licensee,  at the
                  address  of the  Licensee  noted at the  commencement  of this
                  Agreement,  or at such other  place or places or to such other
                  person  or  persons  as shall be  designated  by notice by any
                  party hereto.

         7.4      No delay or omission to exercise any right or remedy  accruing
                  to Pure upon any breach or default of Licensee will impair any
                  such  right or  remedy or be  construed  to be a waiver of any
                  such breach of default nor will a waiver of any single  breach
                  or default  be deemed a waiver of any other  breach or default
                  theretofore  or  thereafter  occurring.  Any  waiver,  permit,
                  consent or


                                       14
<PAGE>

                  approval  on the part of the  Pure of any  breach  or  default
                  under this Agreement or of any provision or condition  hereof,
                  must be in writing  and will effect only to the extent in such
                  specifically  set  forth.  All  remedies,  either  under  this
                  Agreement,  under any  agreement  entered into in  conjunction
                  with  this  Agreement  or at law  or in  equity  or  otherwise
                  afforded to Pure, are cumulative and not alternate.

         7.5      Subject to the term hereof this agreement  shall entire to the
                  benefit of and be binding  upon the  parties  hereto and their
                  respective  heirs,  executors,   administrators,   successors,
                  assigns and legal representatives.

         7.6      It is agreed by and between the parties  hereto that  whenever
                  the context of this Agreement so requires, the singular number
                  shall  include  the  plural  and vice  versa,  and that  words
                  importing the masculine  gender shall include the feminine and
                  neuter  genders,  and that in case  more  than one  person  or
                  entity is named as Licensee,  the liability of such persons or
                  entities shall be joint and several.

         7.7      Licensee  agrees to do all things and execute all documents as
                  may  reasonably be required by Pure in order to give effect to
                  this  Agreement  including but not limited to the execution of
                  financing  statements in order to effect such  registration as
                  may be necessary in order to protect Pure's interest.

         7.8      In the Event of a Termination  of this Agreement by Pure shall
                  give 90 days  advance  notice in writing to  Licensee  of such
                  termination.


         IN WITNESS WHEREOF, the duly authorized  representatives of the parties
have executed this Agreement on the date first written below.


Executed at Calgary, Alberta, Canada this _____ day of _____________, 2000.


                                           PURE TECHNOLOGIES LTD.

                                           Per:  _______________________________

                                           Per:  _______________________________


                                           FREYSSINET INTERNATIONAL (STUP) SNC.,

                                           Per:  _______________________________

                                           Per:  _______________________________


                                       15
<PAGE>

                      SOUNDPRINT(R) SITE LICENSE AGREEMENT
                                  SCHEDULE "1"
SITE LICENSE FEE
Licensee  shall pay to Pure a fixed  price,  to be agreed  upon on a project  by
project basis,  as an annual license fee to use the Software as provided in this
Agreement.  This license fee payment shall be exclusive of any applicable  taxes
or similar levies or charges  imposed by any  governmental or similar entity and
shall be payable within thirty (30) days of the anniversary date of this License
Agreement.  Failure to pay the license fee shall  result in  termination  of the
rights and license granted under this Site License Agreement.

THE SITE
The Software may only be used to monitor data generated using the  SoundPrint(R)
Data  Acquisition  System (the  "Data")  and which Data  arises  solely from the
physical location known to the parties as: ______________at  _____________.  The
Software  may not be used to  monitor  any other data  generated  from any other
system or source nor to monitor any data  generated  by any  SoundPrint(R)  Data
Acquisition System at any other location, with the exception of additional sites
added by letter agreement as an appendix to this Site License Agreement.

<PAGE>

                                  SCHEDULE "G"
                                ESCROW AGREEMENT

     THIS AGREEMENT made as of the ___ day of ________ 1999 by and Between:
Freyssinet  International  (STUP) SNC., a body corporate  organized and existing
under the laws of the France and having an office at 78140 10 rue Paul  Dautier,
VELIZY VILLACOUBLAY,  FRANCE,  (hereinafter  referred to as "Licensee") and PURE
TECHNOLOGIES LTD, a body corporate  organized and existing under the laws of the
Province of Alberta, with its principal offices located at 1050, 340 - 12 Avenue
SW, Calgary,  Alberta T2P IL5 Canada (hereinafter referred to as "Pure") and the
law firm of Bennett Jones,  4500 Bankers Hall East, 855 - 2 Street SW,  Calgary,
Alberta T2P 4K7(hereinafter referred to as "Escrow Agent").

WHEREAS:

A.       Pure and Licensee  have entered into a Certain  License  Agreement on -
pursuant to which Pure agrees to enter into this Escrow Agreement with Licensee;

B.       In order to  provide  comfort to  Licensee,  Pure has agreed to provide
Licensee with access to certain very confidential source code for the SoundPrint
computer  software for use only by Licensee on the  happening of certain  events
specified herein;

C.       Pure  has  agreed  to  deposit  a  copy  of  the  Escrow  Materials  as
hereinafter  defined in escrow with an escrow  agent who agrees to act as Escrow
Agent under the terms of this Agreement.

         THEREFORE IN CONSIDERATION of the mutual covenants herein contained and
of other good  consideration  (the  receipt and  sufficiency  of which is hereby
acknowledged by the parties), the parties agree as follows:

                                   ARTICLE I
                                  DEFINITIONS

         1.01     In this Agreement including this section,

                  (a)      "Deposit  Date" means the date of  execution  of this
                           agreement and each  anniversary  such date  occurring
                           thereafter during the term of this Agreement;

                  (b)      "Documentation"   means  technical,   user  or  other
                           documentation  supporting  use of the Source Code and
                           Updated Source Code;

                  (c)      "Escrowed Materials" means a copy of the Source Code,
                           Updated  Source Code,  Documentation  and the Updated
                           Documentation to be deposited as provided hereunder;

                  (d)      "License  Agreement" means the SoundPrint SPPDAQ Data
                           Acquisition/Data     Transmission/File     Management
                           Software license;


<PAGE>

                  (e)      "Licensed  Program"  means  the  SoundPrint  computer
                           programs  licensed  to  Licensee  under  the  License
                           Agreement

                  (f)      "Release Event" means either that Pure:

                           (i)      becomes adjudged  bankrupt or Pure has taken
                                    or is the subject of bankruptcy  proceedings
                                    under the  Bankruptcy and Insolvency Act and
                                    has not contested that proceeding within 120
                                    day of it being initiated; or

                           (ii)     Pure has  permanently  ceased  provision  of
                                    maintenance  and  support  services  for the
                                    then current version of the Licensed Program
                                    to  the  Licensee  of the  Licensed  Program
                                    entitled to receive such services;

                  (g)      "Source  Code" means a copy of the source code of the
                           Licensed Program;

                  (h)      "Updated Documentation" means each update or revision
                           to the Documentation which has been delivered by Pure
                           to Licensee from time to time

                  (i)      "Updated  Source Code" means each updated  version of
                           the  Source  Code  for  the  Licensed  Program  which
                           reflects changes to the Licensed Program delivered by
                           Pure to Licensee from time to time.

                                   ARTICLE II
                       ESTABLISHMENT OF THE ESCROW AGENT

         2.01     Upon the terms and conditions  set forth herein,  Licensee and
                  Pure hereby  appoint the Escrow  Agent as escrow agent and the
                  Escrow Agent hereby accepts such  appointment  concurrent with
                  execution  and  delivery of this  Agreement,  shall pay Escrow
                  Agent the amounts set out in Section 5.01 as compensation  for
                  its services hereunder.

         2.02     The Escrow Agent,  as an escrow  agent,  agrees to accept from
                  Pure the Escrowed Materials as provided in this Agreement. The
                  Escrow Agent will issue to Pure and Licensee a receipt for the
                  Escrowed  Materials  upon each delivery  thereof  concurrently
                  with the execution and delivery of the Escrow Agreement,  Pure
                  shall deliver to the Escrow Agent the Escrowed  Materials,  to
                  be held,  distributed  and/or  retained by the Escrow Agent in
                  accordance  with  the  terms  and  conditions  of this  Escrow
                  Agreement.

         2.03     Concurrently  with the  execution  and  delivery of the Escrow
                  Agreement,   Pure  hereby  vests  Licensee,   subject  to  the
                  provisions of this Agreement,  all legal and beneficial  title
                  in and to all copies of the  Escrowed  Materials  delivered to
                  the Escrow Agent,  effective upon the delivery of each copy of
                  the Escrowed Materials.

<PAGE>

         2.04     The Escrow Agent hereby  accepts the  Escrowed  Materials  and
                  agrees to hold the Escrowed  Materials in accordance  with the
                  terms and  conditions  of this  Escrow  Agreement.  The Escrow
                  Agent  shall  not be  deemed  to be the agent or bailee of any
                  party to the exclusion of any other, but shall be deemed to be
                  acting on behalf of both Licensee and Pure jointly.

         2.05     The Escrow Agent shall hold the Escrowed  Materials  until the
                  conditions  for  release  from  escrow set forth in Article VI
                  have  been   satisfied  or  as  otherwise   provided  in  this
                  Agreement.

         2.06     Pure  shall  ensure  that  updated   copies  of  the  Escrowed
                  Materials  for the updated  versions of the  Licensed  Program
                  licensed to Licensee  pursuant to the License  Agreement  have
                  been  deposited  with the Escrow  Agent on the  earlier of the
                  date which is thirty  (30)  business  days  after the  Deposit
                  Date, and the date on which Escrowed Materials are released to
                  the Licensee from time to time.

         2.07     Pure  represents and warrants to Licensee and the Escrow Agent
                  that:

                  (a)      the  Escrowed  Materials  include the Source Code for
                           the Licensed Program licensed to Licensee pursuant to
                           the License Agreement;

                  (b)      the  Escrowed   Materials  and  any  updates  thereof
                           delivered  to the  Escrow  Agent are or shall be in a
                           form  suitable  for  reproduction  by  computer  (for
                           computer  programs) and/or  photocopy  equipment (for
                           documentation);

                  (c)      the Source Code and any Updated  Source Code shall be
                           in an executable  form  compatible  with the computer
                           hardware and operating  system for which the Licensed
                           Program was developed.

         2.08     The Escrow Agent's rights, duties,  liabilities and immunities
                  are as follows:

                  (a)      the  Escrow   Agent's   duty  is  limited  to  making
                           reasonable  efforts to store the  Escrowed  Materials
                           and to transfer and distribute the Escrowed Materials
                           in  accordance  with the  provisions  of this  Escrow
                           Agreement.   The  Escrow   Agent   shall   conduct  a
                           superficial examination of the Escrowed Materials, or
                           any of the  updates  thereto in order to verify  that
                           disks  and  documents   are  provided.   The  parties
                           acknowledge the Escrow Agent has no knowledge of what
                           computer   programs,   or   documentation   or  other
                           materials  should  be  deposited  and  has no duty to
                           verify Pure's  performance  under this  Agreement The
                           Escrow  Agent is not  responsible  to verify that the
                           materials  provided  by Pure are the Source  Code for
                           the Licensed  Program.  The Escrow Agents  obligation
                           for  safekeeping  shall be limited to  providing  the
                           same degree of care for the Escrowed  Materials as it
                           maintains  for its own  confidential  property on the
                           premises  for  source  code  of its  other  customers
                           lodged in the same  location.  The Escrow Agent shall
                           not be required to provide any special environment or
                           care for the Escrowed  Materials it being  sufficient
                           to keep the Escrowed Materials in a filing cabinet on
                           the Escrow Agent's premises. The parties agree and

<PAGE>

                           acknowledge  that  the  Escrow  Agent  shall  not  be
                           responsible  for  any  loss or  damage  to any of the
                           Escrowed  Materials  due to  changes  in  atmospheric
                           conditions (including, but not limited to, failure of
                           the  air  conditioning  system),  electrical  shorts,
                           electrical,  magnetic or other  interference or other
                           similar  acts or  events,  except as caused by Escrow
                           Agents gross negligence or willful  misconduct in the
                           event  the  Escrowed  Materials  or any of  them  are
                           damaged or lost for any reason or cause,  Pure agrees
                           to  replace,  at  no  cost,  the  Escrowed  Materials
                           deposited  with the  Escrow  Agent and such  Escrowed
                           Materials   shall   remain   subject   to  terms  and
                           conditions of this Escrow Agreement;

                  (b)      the Escrow Agent's  obligations shall not be amended,
                           varied or  modified by any  agreement  between any of
                           the other parties  hereto,  notwithstanding  that the
                           Escrow Agent may have  knowledge of the  existence of
                           any  such  agreement  or  the  terms  and  provisions
                           thereof Subject to Article III the Escrow Agent shall
                           not be required in any way to determine  the validity
                           or  sufficiency,  whether in form or in  substance of
                           the  Escrowed   Materials   or  of  any   instrument,
                           document,  certificate,  statement or notice referred
                           to in this Escrow  Agreement or contemplated  hereby,
                           or the identity or authority of the persons executing
                           the  and  it  shall  be  sufficient  if  any  writing
                           purporting   to   be   such   instrument,   document,
                           certificate,  statement  or notice  delivered  to the
                           Escrow Agent and on its face appears to be correct in
                           form and appears to have been executed by the parties
                           required  to sign or  execute  the  same  under  this
                           Escrow Agreement;

                  (c)      the Escrow Agent shall not be liable for any error of
                           judgment or any act done or step taken or admitted by
                           it in good faith or of any  mistake of fact or law or
                           for  anything  it might do or  refrain  from doing in
                           connection  herewith,  except  where such actions are
                           the result of the Escrow  Agents gross  negligence or
                           willful misconduct;

                  (d)      the Escrow  Agent shall have no duties  except  those
                           which are  expressly  set forth  herein.  The  Escrow
                           Agent shall not be bound by any notice of a claim, or
                           demand   with   respect   thereto,   or  any  waiver,
                           modification, amendment, termination or rescission of
                           this Escrow Agreement, unless it shall have given its
                           prior written consent thereto; and

                  (e)      if any controversy  arises between the parties hereto
                           or to any third  party with  respect  to the  subject
                           matter  of this  Escrow  Agreement  or its  terms  or
                           conditions, the Escrow Agent shall not be required to
                           determine  or  resolve  the same or to take any other
                           action with respect thereto, but the Escrow Agent may
                           await   settlement  of  such  controversy  by  final,
                           appropriate  legal  proceedings  or  otherwise as the
                           Escrow  Agent  may  deem  satisfactory  in  its  sole
                           discretion.

         2.09     Pure hereby  indemnifies  and holds  harmless the Escrow Agent
                  against any loss, liability,  or damage (other than any caused
                  by the gross negligence or willful

<PAGE>

                  misconduct of the Escrow Agent), including reasonable costs of
                  litigation  and counsel  fees,  arising from and in connection
                  with the performance of its duties under this Agreement.

         2.10     The Escrow Agent's aggregate maximum liability and the maximum
                  aggregate  claim for damages of any kind by either Licensee or
                  Pure whether under contract,  in tort or under any other legal
                  theory  shall be a refund  of the fees  actually  paid for the
                  escrow  services  in the year  preceding  the event which gave
                  rise to the claim.  Except in the case of the  Escrow  Agent's
                  gross negligence or willful misconduct,  in no event shall the
                  Escrow Agent be liable to either Licensee or Pure or any other
                  person  for any  direct,  special,  indirect,  incidental,  or
                  consequential damages arising under or out of the provision of
                  services hereunder or any act or omission related thereto even
                  if the Escrow Agent was previously  advised of the possibility
                  of such damages,  or for any other claim by the parties hereto
                  or by any other person.

         2.11     The  Escrow  Agent  or  any   successor  to  it  appointed  in
                  accordance  with this Escrow  Agreement may resign at any time
                  by giving  notice of such  resignation  in writing to Licensee
                  and Pure. In the event of such resignation,  Licensee and Pure
                  shall  agree  upon  and  appoint  a  successor  escrow  agent,
                  provided  however,  that if no  successor  to Escrow Agent has
                  been  appointed  after ten (10) business days after receipt of
                  the Escrow  Agent's  notice of  resignation,  the Escrow Agent
                  shall  appoint its own escrow  agent.  Any successor to Escrow
                  Agent shall deliver to Licensee and Pure a written  instrument
                  accepting such  appointment  and thereupon it shall succeed to
                  all the rights and duties of the Escrow  Agent  hereunder  and
                  shall be entitled to receive the  Escrowed  Materials  held by
                  the  predecessor  Escrow  Agent  and  shall  be  deemed  to be
                  included  willful the definition of "Escrow  Agent"  hereunder
                  for all purposes.  Upon receipt of such written instrument the
                  predecessor  Escrow  Agent shall be  discharged  of its duties
                  hereunder  and  released  from  any   liabilities   whatsoever
                  hereunder.

<PAGE>

                                  ARTICLE III
                                  VERIFICATION

         3.01     At any time,  Licensee  may  request  Pure to verify  that the
                  Escrowed  Materials  correspond to the Licensed  Program w the
                  form  then  being  used  by Pure  and  licensed  to  Licensee.
                  Licensee  shall request such  verification  by sending  thirty
                  (30) days  prior  written  notice to both Pure and the  Escrow
                  Agent  specifying  the date and time (on normal  business days
                  and  during  normal   business  hours)  when  it  desires  the
                  verification to be conducted  together with a certified cheque
                  in the amount of  $2,000.00  payable to the Escrow  Agent as a
                  deposit to be applied to the Licensee's  obligation to pay for
                  the  Escrow  Agent's  time  assisting  with  the  verification
                  procedure and prepaid airline  tickets if the  verification is
                  to be done in a city  other  than  the  city of  Calgary.  The
                  Licensee  shall be  responsible,  at its cost, for arranging a
                  location for the  verification  and availability of a suitable
                  computer on which to carry out the verification.

         3.02     At the date  and  time  specified  in the  notice,  and at the
                  location of the computer upon which the  verification is to be
                  conducted, the Escrow Agent shall deliver the Escrow Materials
                  in its  possession  to die joint  possession  of both Pure and
                  Licensee. The Escrow Agent shall have, as between the parties,
                  priority to  possession of the Escrowed  Materials  during and
                  after such  verification and the right to demand the immediate
                  return of the  Escrowed  Materials  at any time.  Licensee and
                  Pure shall return the  Escrowed  Materials to the Escrow Agent
                  immediately upon demand from the Escrow Agent. In the presence
                  of Pure and the Escrow Agent,  Licensee  shall perform or have
                  performed such series of tests and verification  procedures as
                  it may  reasonably  require to enable it to determine that the
                  Escrowed  Materials  correspond to the system in the form then
                  in use by Pure and licensed to Licensee.  Such verification is
                  to take place on a computer capable of using Pure's system, in
                  the  control  of Pure or,  at the  option  of  Licensee,  on a
                  computer in the control of Licensee.  Upon  completion  of the
                  verification,  Licensee shall mark as "verified" all copies of
                  the Escrowed Materials which it may have determined correspond
                  to the system in the form then in use by Pure and  licensed to
                  Licensee,  and shall return all such Escrowed Materials to the
                  Escrow  Agent and shall ensure that all copies of the Escrowed
                  Materials  which were  created  pursuant  to the  verification
                  process  are  purged  from  magnetic  or other  media  and the
                  computer  equipment  on which the  verification  process  took
                  place.  Licensee  shall pay all of the  expenses of the Escrow
                  Agent  incurred as a result of its  request  for  verification
                  except as set forth in section 3.03 below.


         3.03     If Licensee  discovers  through the verification  process that
                  the Escrowed  Materials do not constitute a copy of the Source
                  Code or Updated  Source  Code for the  Licensed  Program  then
                  being used by Pure and licensed to Licensee, Licensee shall so
                  notify Pure and the Escrow Agent in writing and Pure shall pay
                  all of the expenses of the Escrow  Agent  incurred as a result
                  of the verification.  Within five (5) business days after such
                  notice,  Pure will  deliver a  complete  copy of the  Escrowed
                  Materials to the Escrow Agent and the verification process set
                  out in

<PAGE>

                  this  Article III shall be  repeated at Pure's cost until,  in
                  the reasonable opinion of the Licensee, the Escrowed Materials
                  are verified and in order.

                                   ARTICLE IV
                               TERMS OF AGREEMENT

         4.01     This Escrow  Agreement  shall  remain in fall force and effect
                  during  the term of the said  License  Agreement  unless  this
                  Escrow  Agreement is terminated in accordance with its express
                  terms.

                                   ARTICLE V
                                    CHARGES

         5.01     _________________ shall be obliged to pay the Escrow Agent for
                  its services in accordance with the following schedule (except
                  as provided by Section 5.01(e)):

                  (a)      $850.00 on account of the receipt and handling of the
                           media containing the  Documentation  payable upon the
                           execution of this Escrow Agreement;

                  (b)      $850.00  annually  on  account  of  the  receipt  and
                           handling  of the  Updated  Documentation  and Updated
                           Source Code and  reporting to Licensee on the fact of
                           such  deposit;   the  fee  to  be  payable  upon  the
                           execution  of  the  Escrow   Agreement  and  annually
                           thereafter upon each anniversary date hereof;

                  (c)      $275.00  per hour to the  Escrow  Agent in respect of
                           the Escrow Agent's  performance  under this Agreement
                           including,   without  limitation,   the  receipt  and
                           handling of each  additional  delivery of the Updated
                           Documentation and Updated Source Code (other than the
                           first copy each year),  reporting  to Licensee on the
                           fact  of  such  deposit  or  the  involvement  in any
                           proceeding;  such fees  hereunder  payable within ten
                           (10) days of any such  request  or work of the Escrow
                           Agent;

                  (d)      $200.00 per cubic foot of  additional  storage  space
                           annually for  additional  storage  space in the event
                           the  Documentation  and  any  Updated   Documentation
                           exceeds  one (1) cubic foot of space;  such fee to be
                           payable upon the  execution  of the Escrow  Agreement
                           and annually  thereafter upon each  anniversary  date
                           hereof;

                  (e)      $275.00  per  hour to the  Escrow  Agent  payable  by
                           Licensee  each time the Escrow  Agent is  required to
                           attend any  verification  proceedings as described in
                           Article III hereof and subject to the  provision of a
                           deposit as required in Article III hereof; and

                  (f)      Pure  and  Licensee   shall   jointly  and  severally
                           indemnify  and  save  harmless  the  Escrow  Agent in
                           respect of all claims, proceedings, damages, costs,

<PAGE>

                           expenses, and charges incurred by the Escrow Agent in
                           the  performance of its duties  hereunder  including,
                           without  limitation,  payment  of all legal  fees for
                           counsel  appointed  to  advise  the  Escrow  Agent in
                           respect of any matter under this Agreement.

         5.02     Upon each  anniversary  date of the  Escrow  Agreement,  on at
                  least two (2) months prior  written  notice,  the Escrow Agent
                  may  increase  any or all of  the  charges  payable  hereunder
                  during the next twelve  (12) month  period  provided  that the
                  maximum increase shall not in each case exceed $100.00.  In no
                  event however,  shall charges  hereunder  exceed the published
                  standard  list prices for such services  generally  charged by
                  the Escrow Agent.

         5.03     In addition to the charges set out in this  Agreement,  agrees
                  to pay amounts equal to any applicable taxes, fees, or amounts
                  in lieu  thereof  however  designated  paid or  payable by the
                  Escrow  Agent and levied or based on such  charges or services
                  rendered pursuant to this Agreement,  exclusive of taxes based
                  on the income of the Escrow Agent.

         5.04     In  addition,  __________  shall pay to the  Escrow  Agent its
                  actual legal fees incurred (on a  solicitor-client  basis) for
                  performance of this Agreement, including obtaining any opinion
                  or advice  respecting  any act or  eligibility  of the  Escrow
                  Agent  hereunder  for time spent in  preparation  or providing
                  assistance in  verification or in providing any services under
                  this Agreement in participation in arbitration or otherwise as
                  contemplated  hereunder,  provided  that  Pure  shall  not  be
                  required to pay any amounts  payable by Licensee in respect of
                  a verification under Article III hereof.

                                   ARTICLE VI
                         RELEASE OF ESCROWED MATERIALS

         6.01     Upon the receipt of written  notice from  Licensee and subject
                  to the  provisions  of this  Article  VI, the Escrow  Agent is
                  hereby  authorized  and  directed  by  Licensee  and  Pure  to
                  distribute  the  Escrowed  Materials in  accordance  with such
                  written notice from Licensee.

         6.02     Licensee may at any time require by prior written  notice (the
                  "Request")  to Pure and the Escrow Agent that the Escrow Agent
                  deliver to the Licensee and Pure all Escrowed  Materials  then
                  on deposit with the Escrow  Agent.  Such request shall set out
                  why Licensee  reasonably  considers  that a Release  Event has
                  occurred.  Within fifteen (15) days  thereafter,  Escrow Agent
                  shall deliver to Licensee all of the Escrowed  Materials  then
                  on deposit unless during such fifteen (15) day period either

                  (a)      Licensee  withdraws  its Request for delivery of such
                           Escrowed Materials; or

<PAGE>

                  (b)      Pure  disputes the release of the Escrowed  Materials
                           by sending a written notice (the "Dispute Notice") to
                           both  Licensee  and the  Escrow  Agent.  The  Dispute
                           Notice  shall set out why Pure  reasonably  considers
                           that a Release Event has not occurred.

         6.03     Upon receipt of the Dispute Notice,  Licensee may withdraw its
                  request.  In the event that  Licensee  does not  withdraw  its
                  request  and Pure  continues  to  dispute  the  release of the
                  Escrowed  Materials within such fifteen (15) day period,  then
                  the Escrow  Agent shall  notify  Pure and  Licensee in writing
                  that the dispute is to be settled by binding  arbitration (the
                  "Notice of Arbitration") as set out in this Agreement.

         6.04     Within five (5) days of receipt  from the Escrow  Agent of the
                  Notice of Arbitration, Licensee and Pure, will each appoint an
                  arbitrator and notify the other party of their choice.  In the
                  event  the  only  one  (1) of  Pure or  Licensee  appoints  an
                  arbitrator in that period,  then that  arbitrator  will be the
                  sole  arbitrator  and his  decision  will be  binding  on both
                  parties.  In the event  neither  party  appoints an arbitrator
                  within said five (5) days then the period for  appointment  is
                  extended in three (3) day intervals,  until either one or both
                  parties  has  appointed  an  arbitrator  In the event  that an
                  arbitrator  is  appointed  by both  parties  within  the  time
                  allowed,  then within three (3) days of the appointment of the
                  second  arbitrator,  the arbitrators  will together  appoint a
                  third   arbitrator,   or,  failing   agreement  on  the  third
                  arbitrator,  either  Licensee  or Pure may apply to a court of
                  competent  jurisdiction for appointment of a third arbitrator.
                  Within  five  (5) days of the  appointment  of all  three  (3)
                  arbitrators  or  of  appointment  of  a  sole   arbitrator  as
                  contemplated  in this section 6.04,  each of Licensee and Pure
                  shall  have  the  right to  present  one day of  evidence  and
                  argument to the arbitrator or arbitrators,  as applicable, who
                  shall hear such  evidence  within  five (5) days  after  their
                  appointment.  The  arbitrator or  arbitrators,  as applicable,
                  shall decide whether or not the Escrowed  Materials  should be
                  released to Licensee and when the Escrowed Materials should be
                  released. The decision of the one arbitrator,  if only one (1)
                  is  appointed,  or two (2) of the  three (3)  arbitrators,  if
                  three (3) are appointed,  is binding on all parties, and shall
                  be rendered within five (5) business days of the conclusion of
                  the arbitration. The Escrow Agent shall abide by the decisions
                  of such majority or sole arbitrator.

         6.05     The  unsuccessful  party to the  arbitration,  whether Pure or
                  Licensee,  shall pay all the costs of the  arbitration as well
                  as the fees of the arbitrator(s).

         6.06     In all other respects,  the  arbitration  shall be governed by
                  the laws of the Province of Alberta.

         6.07     Time shall be of the essence in carrying out this  arbitration
                  procedure.  All  references  to days in this  Article VI shall
                  mean normal business days.

<PAGE>

                                  ARTICLE VII
                      TERMINATION OF THE ESCROW AGREEMENT

         7.01     This Escrow  Agreement  may be terminated by Licensee and Pure
                  jointly  by  sending  the  Escrow  Agent ten (10)  days  prior
                  written notice of termination.

         7.02     If the Escrow Agent receives written notice from both Pure and
                  Licensee that this Escrow Agreement is to be terminated,  then
                  the Escrow Agent shall, in its sole discretion, either:

                  (a)      within ten (10) days  thereafter,  erase all computer
                           tapes  and/or discs held by it in escrow at that time
                           on which copies of the Source Code and Updated Source
                           Code are recorded, shall destroy all written material
                           constituting part of the Escrowed Materials; or

                  (b)      shall  deliver all Escrowed  Materials to Pure.  Upon
                           such delivery or erasure and destruction, this Escrow
                           Agreement shall terminate.

                                  ARTICLE VIII
                       NON-DISCLOSURE BY THE ESCROW AGENT

         8.01     Except  as  provided  in this  Agreement  and  subject  to the
                  requirements  of any  legal  proceeding  in  respect  of  this
                  Agreement  the Escrow Agent agrees that it will not divulge or
                  otherwise make available to any third party or make any use of
                  the Escrowed  Materials  deposited by the Pure and held by the
                  Escrow Agent in connection  with this  Agreement,  without the
                  express prior written consent of Licensee and Pure.

                                   ARTICLE IX
                           LICENSEE'S LIMITED RIGHTS

         9.01     In  the  event  Licensee  is  provided  any  of  the  Escrowed
                  Materials,  Licensee may only use any such Escrowed  Materials
                  solely to maintain Licensee's own copy of the Licensed Program
                  in accordance and subject to the License  Agreement and for no
                  other  purpose.  Licensee  shall  be  bound  to  maintain  all
                  Escrowed Materials in strictest confidence and neither divulge
                  or  otherwise  make  available  to any third  party any of the
                  Escrowed Materials.

                                   ARTICLE X
                                    GENERAL

         10.01    Assignment.

         Licensee  shall not transfer,  delegate or assign this Agreement or any
of its rights or  obligations  hereunder  without  Pure's prior written  consent
which shall not be unreasonably

<PAGE>

withheld.  The Escrow Agent can assign its rights and obligations hereunder to a
special  purpose  corporation  established  to  provide  escrow  services.  This
Agreement  shall be binding upon and inure to the benefit of each of the parties
and their respective successors, permitted assigns and legal representatives.

         10.02    Notices.

         All  notices,  requests,  demands or other  communications  required or
permitted  to be made under  this  Agreement  shall be in  writing  and shall be
either  delivered  personally,  sent by fax (with hard copy to follow),  sent by
guaranteed  prepaid  overnight  delivery  service  or mailed by U.S.,  French or
Canadian  mail,  certified  or  registered,   return  receipt  requested,   with
appropriate  postage prepaid, in each case to the addressee and/or fax number on
the first page of the Agreement, or to such other addresses as may be designated
in writing by notice  given in the manner  provided  herein.  Such  notices  and
communication  shall be  deemed  given:  (i) upon  actual  delivery  thereof  if
delivered  by hand;  (ii) one (1)  business  day  following  overnight  delivery
service, if delivered by overnight delivery service;  (iii) one (1) business day
following  delivery,  if sent by fax and  electronic  confirmation  of  complete
transmission to the recipients fax number is received by the sender; or (iv) six
(6) business  days  following  deposit in the U.S. or Canadian  mail, if sent by
mail, whether or not delivery is accepted.

         10.03    Governing Law.

         This  Agreement  shall be governed by and construed in accordance  with
die laws of the Province of Alberta,  without  giving effect to its conflicts of
law provisions.

         10.04    Force Majeure.

         Any delay in or  failure  of  performance  by either  party  under this
Agreement (other than payment  obligations)  shall not be considered a breach of
this  Agreement  and  shall  be  excused  if  and to the  extent  caused  by any
occurrence,  foreseeable or unforeseeable,  beyond the reasonable control of the
party affected,  including without limitation:  acts of God or the public enemy,
fire; flood; embargoes; governmental restrictions; strike or labor difficulties;
riots; wars or other military action; civil disorders;  shortage of labor, fuel,
power,  materials,   supplies,  or  transportation;   delays  in  deliveries  by
suppliers; or any other cause or causes beyond such party's reasonable control.

         10.05    Independent Contractors.

         No party  is the  employee,  partner,  joint  venturer,  agent or legal
representative  of the other  parties for any  purpose.  No party shall have the
authority  to enter into any  contracts in the name of or on behalf of the other
parties.

         10.06    Waiver.

         No term or  provision  hereof  shall be  deemed  waived  and no  breach
excused  unless  such  waiver or consent  shall be in writing  and signed by the
party claimed to have waived or consented.

<PAGE>

         10.07    Severability.

         In the event that one or more of the  terms,  conditions  or  covenants
contained  in  this  Agreement  or any  portion  of  them  is  determined  to be
unenforceable or invalid,  such  unenforceability or invalidity shall not affect
the  enforceability  or the  validity  of the  remaining  terms,  conditions  or
covenants  and  portions  thereof,  and  each  unenforceable  or  invalid  term,
condition or covenant or portion  thereof shall be severable  from the remainder
of this Agreement

         10.08    Lawyers Fees.

         In the event of any  controversy,  claim or dispute between the parties
hereto arising out of or relating to this Agreement,  the prevailing party shall
be entitled to recover from the  non-prevailing  party its  reasonable  expenses
including,  but not by way of  limitation,  lawyers' fees on a solicitor and his
client basis.

         10.09    Remedies Cumulative.

         No remedy or selection under this Agreement  shall be deemed  exclusive
but shall, wherever possible, be cumulative with all other remedies at law or in
equity.

         10.10    Entire Agreement.

         Thus Agreement  constitutes the entire agreement between the parties in
respect of the subject matter and supersedes all proposals,  representations and
agreements,  oral  and  written,  between  the  parties  on this  subject.  This
Agreement  may  not  be  amended,  except  by a  writing  signed  by  authorized
representatives of each party.

         10.11    United Nation Sale of Goods Convention.

         The  application to this Agreement of the United Nations  Convention on
Contracts for the  International  Sale of Goods,  as well as the  application of
domestic  legislation  which has or purports to have adopted the Convention into
law for the jurisdiction  concerned are hereby  excluded.  The parties make such
exclusion  pursuant  to the  appropriate  provisions  in the  legislation  which
adopted the Convention into law in the jurisdiction concerned.

         10.12    Addition of other Licensees.

         The  parties  agree that Pure may extend the  benefits  of this  escrow
arrangement to other licencees upon giving notice in writing to the Licensee and
Escrow Agent. In any such

<PAGE>

         case such other  licensee shall only be permitted to obtain access to a
copy of escrow materials on the same basis as Licensee hereunder.

         IN WITNESS WHEREOF, the parties have caused this Agreement to be signed
by their respective  corporate  officers hereunto duly authorized as at the date
set out above.

                                      FREYSSINET INTERNATIONAL (STUP) SNC.


                                      Per:  ____________________________________

                                      Per:  ____________________________________


                                      PURE TECHNOLOGIES LTD.


                                      Per:  ____________________________________

                                      Per:  ____________________________________


                                      ESCROW AGENT


                                      Per:  ____________________________________

                                      Per:  ____________________________________

<PAGE>

                   SCHEDULE "H" - TRADEMARK LICENSE AGREEMENT

THIS AGREEMENT made the  _________day of  ______________,  1999, BY AND BETWEEN:
Pure  Technologies  Ltd.,  ("Licensor")  an Alberta  corporation  organized  and
existing  under the laws of the  Province of  Alberta,  Canada,  and  Freyssinet
International (STUP) SNC, ("Licensee")  organized and existing under the laws of
France.

WHEREAS:

A.       Licensor is the owner of certain trademarks,  described in Schedule "A"
to this Agreement,  (each of which or all referred to as the  "Trademarks")  and
the goodwill attached thereto;

B.       In  conjunction  and  subject  to  the  appointment  of  Licensee  as a
representative  of  Licensor  under  the terms of a  certain  License  Agreement
("License  Agreement")  made at the  same  time as this  Agreement  Licensee  id
desirous of use the Trademarks as an authorized  user in each country  specified
as the Territory in the License Agreement ("Territory");

NOW THEREFORE the parties hereto covenant and agree as follows:

         7.9      Subject  to  compliance  of  Licensee  with  the  terms of the
                  License  Agreement,  Licensor  hereby  grants  to  Licensee  a
                  non-exclusive,  non-transferable  right to use the  Trademarks
                  solely in connection with the marketing and sale of Licensor's
                  Products,  as defined in the License  Agreement,  only in such
                  countries  in the  territory  for which the  Licensee  is then
                  currently approved by Licensor (the "License").

         7.10     Licensee  shall not use the  Trademarks  outside the Territory
                  except with the express  prior  written  consent of  Licensor.
                  Licensee shall use the Trademarks only under and in compliance
                  with the terms of this Agreement.

         7.11     Licensee  shall use the Trademarks in strict  accordance  with
                  the   Instructions,   standards   of  quality  and   trademark
                  specifications  set by and  approved by Licensor  from time to
                  time,  to use the  Trademarks  only in  association  with  the
                  products or  services  in  accordance  with the  standards  of
                  quality set by and approved by Licensor  from time to time and
                  to use each of the  Trademarks  only in  association  with the
                  Products or services of Licensor.

         7.12     Licensee  agrees  not to use  the  Trademarks  in  advertising
                  without prior consent of licensor  licensee  undertakes not to
                  use the  Trademarks  in any way that is  likely  to  prejudice
                  Licensor's rights.

         7.13     Licensee agrees that Licensor  possesses whatever the absolute
                  and  exclusive  proprietary  rights  to the  Trademarks  which
                  exists in each country of the  Territory and elsewhere and the
                  Trademarks  shall remain the sole  property of Licensor.  This
                  Agreement   does  not  give   Licensee  any  interest  in  the
                  Trademarks   except  the  right  to  use  the   Trademarks  in
                  accordance  with the terms of this  Agreement.  Licensee shall
                  not use the  Trademarks in any manner  calculated to represent
                  that Licensee is the owner of the Trademarks.

<PAGE>

         7.14     Licensee  agrees  that during the term of this  Agreement  and
                  thereafter,  it will  not  dispute  or  contest,  directly  or
                  indirectly,  the validity or enforceability of the Trademarks,
                  nor counsel,  procure or assist anyone else to do the same nor
                  directly  or  indirectly  attempt  to dilute  the value of the
                  goodwill attached to the Trademarks,  nor counsel,  procure or
                  assist anyone else to do the same.

         7.15     Licensee  will  place  on any  and  all  goods,  materials  or
                  services used or offered in connection with the Trademarks and
                  on  signs  and  on   advertising   material   displaying   the
                  Trademarks,  such notice as  licensor  may direct from time to
                  time,  and without  limiting the  generality of the foregoing,
                  such  notice  may be  written as  follows:  "(TRADEMARK)  is a
                  trademark  of Pure  Technologies  Ltd.  Used under  license by
                  Licensee".

         7.16     Licensor  shall  take all steps that in its  opinion  and sole
                  discretion   are   necessary   or  desirable  to  protect  the
                  Trademarks  against any  infringement  or  dilution.  Licensee
                  agrees to  cooperate  fully with  Licensor  in the defense and
                  conservation of the Trademarks as requested by Licensor.

         7.17     Licensee  shall  report  to  licensor  any   infringement   or
                  limitation of, or challenge to the Trademarks immediately upon
                  becoming  aware  of  same  and  Licensor  shall,  at its  sole
                  discretion, determine whether or not any action shall be taken
                  on account of such infringements, imitations or challenges and
                  Licensor's determination shall be final. Licensee shall not be
                  entitled to bring,  or call upon, or compel  Licensor to bring
                  any  action or other  legal  proceedings  on  account  of such
                  infringements,  imitations or challenges,  without the written
                  agreement  of Licensor.  Licensor  shall not be liable for any
                  loss, cost, damage or expense suffered or incurred by licensee
                  because of the  failure or  inability  of  Licensor to take or
                  consent  to the  taking of any  action or  account of any such
                  infringements, imitations or challenges because of the failure
                  of any such action or  proceeding.  In the event that Licensor
                  shall  commence any action or legal  proceeding  on account of
                  such infringements,  imitations or challenges, Licensee agrees
                  to provide all  reasonable  assistance  (other than  financial
                  assistance)   requested  by  Licensor  in  preparing  for  and
                  prosecuting the same.

         7.18     Licensee  shall  from time to time  execute  such  agreements,
                  forms and furnish such  declarations of use as may be required
                  by Licensor in connection with the Trademarks, any use and the
                  registrations thereof by Licensor.

         7.19     Licensee agrees to forward to Licensor upon Licensor's written
                  demand, samples of advertising which refers to the Trademarks.
                  Licensee  shall at its own  expense  send to  Licensor  random
                  samples of materials  displaying the Trademarks and reports of
                  details  of the  manner  of use  thereof  and  details  of the
                  services  offered by licensee both pursuant to this  Agreement
                  and  otherwise,  from  time  to  time,  upon  the  request  of
                  Licensor.  Licensee agrees to correct any  deficiencies  which
                  are brought to Licensee's attention by

<PAGE>

                  Licensor,   and  to  refrain  from  providing  any  goods  and
                  services,  which in the reasonable  opinion of Licensor do not
                  meet its standard of quality.

         7.20     Licensee  agrees to indemnify and hold harmless  Licensor from
                  and  against  any and all  actions,  suits,  claims,  demands,
                  prosecutions  that  may  be  brought  or  instituted   against
                  Licensor  based on or arising out of the conduct of  Licensee,
                  including,  without  limitation,  any claims  arising  from or
                  related to the quality, functionality,  utility of any product
                  or service offered by Licensee.

         7.21     This   Agreement   shall  be  governed  by,  subject  to,  and
                  interpreted  in  accordance  with the laws of the  Province of
                  Alberta,  Canada.  Both parties attorn to the  jurisdiction of
                  the Alberta courts.

         7.22     Unless otherwise terminated pursuant to the provisions of this
                  Agreement, the license granted hereunder shall be in force for
                  any  country  on the  same  terms  and  for the  same  term as
                  Licensee's  appointment  as Licensor's  representative  in any
                  country in the territory under the License Agreement.

         7.23     This Agreement shall  immediately  terminate on termination or
                  expiration  of the License  Agreement or on written  notice to
                  Licensee  if Licensee  commits any act or becomes  involved in
                  any situation or  occurrence  which in the opinion of Licensor
                  would  tend to bring  Licensor  or its  Trademarks  to  public
                  disrepute,  contempt  scandal,  or ridicule  or which,  in the
                  opinion of Licensor, would tend to shock, insult or offend the
                  community,  or any group or class  thereof.  On  expiration or
                  termination  of this  Agreement  the license  shall  revert to
                  Licensor and Licensee thereafter shall not use or refer to the
                  Trademarks or in anyway  identify  itself or associate  itself
                  with the same or with Licensor  either  directly or indirectly
                  and Licensee shall remove forthwith from public view all signs
                  and  advertising  display  materials,  printed paper products,
                  special advertising materials,  business supplies,  containers
                  and  wrapping  material  bearing  the  Trademarks  then in its
                  possession.

IN WITNESS  WHEREOF the parties have executed this Agreement  either directly or
in  two  counterparts  by  their  duly  authorized  representatives.

                                      FREYSSINET INTERNATIONAL (STUP) SNC.


                                      Per:  ____________________________________

                                      Per:  ____________________________________


                                      PURE TECHNOLOGIES LTD.


                                      Per:  ____________________________________

                                      Per:  ____________________________________

<PAGE>

                                  SCHEDULE "I"
                                 Y2K STATEMENT

STATEMENT OF YEAR 2000 COMPLIANCE FOR ON-SITE COMPUTER EQUIPMENT

OVERVIEW

         On-site computer equipment supplied by Pure Technologies Inc, ("Pure"),
         consists of an IBM-PC compatible computer, (the "PC").

         Year 2000,  (Y2K),  compliance issues affecting the PC include the PC's
         system BIOS, the operating  system  software used to operate the PC and
         application software that performs day-to-day tasks including:

                  o monitoring of acoustic data;

                  o transmission of data files;

                  o provision of remote access to the PC; and

                  o virus protection.

         Pure is  currently  in the  implementation  phase of its Y2K plan.  All
         systems that have been identified as having Y2K  non-compliance  issues
         that  prevent  the correct  operation  of the system will be tested and
         upgraded, if necessary, by April 1, 1999.

         Pure has tested its current  computer  equipment for Y2K compliance and
         is confident that the computer  equipment  being used to monitor is Y2K
         compliant.

ON-SITE DEMONSTRATION OF YEAR 2000 COMPLIANCE

         Pure would be pleased  to provide an on-site  demonstration  of the Y2K
         compliance of any of the computer  equipment  supplied by Pure.  Please
         contact  Pure at 1 (800)  537-2806 to arrange a  demonstration  at your
         convenience.

IBM-PC COMPATIBLE COMPUTER

         99% of the PC's being used to monitor  remote  sites have a system BIOS
         that is certified by the BIOS manufacturer to be Y2K compliant.  Please
         contact  Pure for  further  information  regarding  the  specific  BIOS
         information.   Pure  has   identified   all  systems   with  a  non-Y2K
         compliant-BIOS,  and is scheduling  upgrades or replacements  for these
         systems prior to April 1, 1999.

<PAGE>

OPERATING SYSTEM SOFTWARE

         The  operating  system  software  used on the PC is Windows NT 4.0 with
         Service Pack 3 or higher.  Nficrosoft has stated that such versions are
         Y2K compliant or Y2K compliant with minor issues. Pure has demonstrated
         that none of these minor  issues  affect the  operation of the computer
         equipment or the application  software.  For further  information visit
         the      Microsoft      Year      2000      Resource      Center     at
         http://www.microsoft.com/technet/topics/Year2k.

APPLICATION SOFTWARE

         Monitoring of Acoustic Data

         All  monitoring  of acoustic  data relies  solely on software  services
         developed  by Pure,  provided  by the  operating  system or third party
         software  libraries  that do not  specifically  relate to date and time
         storage, representation or manipulation.

         Pure  warrants  that all  software  developed  by Pure to  perform  the
         function  of  monitoring  of  acoustic  data can store,  represent  and
         otherwise manipulate dates and times up to and beyond the Year 2000.

         Transmission of Data Files

         All  transmission  of data files  relies  solely on  software  services
         developed  by Pure,  provided  by the  operating  system or third party
         software  libraries  that do not  specifically  relate to date and time
         storage; representation or manipulation.

         Pure  warrants  that all  software  developed  by Pure to  perform  the
         function  of  transmission  of data  files  can  store,  represent  and
         otherwise manipulate dates and times up to and beyond the Year 2000.

         Provision of Remote Access to the PC

         Provision  of  remote  access to the PC  relies  on  software  services
         provided by the operating  system and  Symantec's  pcAnywhere32  7.5 or
         higher.  Symantec states that only  pcAnywhere32 8.0 and higher are Y2K
         compliant.  For  further  information  see  Symantec's  Y2K web site at
         http://www.symantec.com/y2k/y2k.html.

         Systems commissioned during and after October 1998 all use pcAnywhere32
         8.0  or  higher.   Systems  commissioned  prior  to  October  1998  use
         pcAnywhere32 7.5.

         Accordingly,  Pure has tested  pcAnywhere32  7.5 for correct  operation
         through the Year 2000 and beyond.  These  tests have not  revealed  any
         issues that  negatively  impact the  provision of remote  access or any
         other aspect of the system.

<PAGE>

         If  an  Issue  does  arise  because  of  the  Y2K   non-compliance   of
         pcAnywhere32 7.5 such that the provision of remote access is negatively
         impacted, Pure warrants that it will replace, at its cost, pcAnywhere32
         7.5 with a version of  pcAnywhere  that  Symantec  has stated to be Y2K
         compliant.

         Virus Protection

         Provision  of virus  protection  to the PC relies on software  services
         provided by the  Symantec's  Norton  Antivirus 4.0 or higher.  Symantec
         states that such versions of Norton  Antivirus are Y2K  compliant.  For
         further    information    see    Symantec's    Y2K    web    site    at
         http://www.symantec.com/y2k/y2k.htmL