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                                                                   EXHIBIT 10.29

                            DISTRIBUTORSHIP AGREEMENT


Agreement made by and between


1.   FCI FIBERCHEM, INC. of Las Vegas, Nevada, USA ("FCI") and


2.   ENRAF BV of Delft, the Netherlands, acting on its own behalf and on behalf
     of the Enraf Sales and Services Organization ("ES&SO") (which consists of:
     Enraf's subsidiaries, Enraf Authorized Distributors and Enraf Agents)
     ("Enraf").


Whereas

-    Enraf develops, manufactures, sells and services systems and equipment used
     for the storage and transport of oil and other liquids and gas on a
     worldwide basis;

-    FCI develops, manufactures and sells instruments for leak detection ("FCI's
     Products");

-    FCI wishes to appoint, and Enraf wishes to accept such appointment, Enraf
     to act as FCI's exclusive, worldwide distributor of FCI's Products;

-    the parties wish to define and establish their respective responsibilities,
     obligations and rights;


now therefore the parties agree as follows:


1.   APPOINTMENT

a.   FCI appoints Enraf as exclusive distributor for FCI's products listed in
     Annex 1 (FCI Products) and grants the right to sell FCI's Products to
     customers in the AST market worldwide, either by itself or through
     sub-distributors, and integrate them into the Enraf solutions offering.
     Other market can be added, subject to mutual agreement.

b.   Enraf appoints ES&SO as sub-distributors to assist in the sale and service
     of FCI's Products.

c.   Enraf shall sell or lease to customers, and shall as appropriate install,
     maintain, perform non-warranty service and repair FCI's Products at the
     customers expense, all in accordance with the terms of this Agreement and
     the applicable standards established by Enraf.

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2.   SALE OF COMPETITIVE PRODUCTS

     Except as agreed by the parties, Enraf shall not sell any goods other than
     supplies (like installation materials, materials used for repairs and
     spareparts) that are in direct competition with FCI's Products.


3.   TERMS OF SALE

a.   Enraf shall establish and enforce general terms and conditions (see Annex
     0), which are not inconsistent (except where required by law), with this
     Agreement or any Annex thereto. Sales by Enraf to Enraf customers shall be
     made in conformity with such terms and conditions and with all approved
     policies and standards of Enraf.

b.   The prices for which FCI will sell FCI's Products to Enraf, the delivery
     terms, the method of payment and the warranties given by FCI are specified
     in Annex 1 to this Agreement.

c.   Once a year parties shall discuss and agree on the necessity to make
     changes to the prices referred to in section 3.b. Parties shall establish
     prices so as to allow Enraf to earn a competitive gross margin and will
     take into consideration market, local costs and competitive conditions to
     determine the price of FCI's Products.

d.   Special price reductions may be negotiated between FCI and Enraf to meet
     strategic business needs, to enhance market penetration or for special
     projects.


4.   DISTRIBUTORSHIP ACTIVITIES

     Enraf shall assure that the activities, described below, relating to FCI's
     Products are carried out. Enraf may at their discretion carry on other
     activities generally related to FCI's Products.

a.   Sales and marketing activities shall include, but will not be limited to,
     the following:

     1.   Maintaining a well-trained, competent sales and support organization
          of the technical competency necessary to sell FCI's Products.
     2.   Maintaining facilities to assure adequate sales representation,
          competent technical assistance, prompt handling of inquiries, orders
          and shipments.
     3.   Engaging in product advertising and developing and implementing
          marketing strategies so as to create customer demand to purchase FCI's
          Products.
     4.   Components for a sales kit and other marketing material will be made
          available by FCI to Enraf. Enraf can modify this material to make it
          fit for Enraf's marketing purposes. Prices are indicated in Annex 1.

b.   Installation and maintenance activities shall be:

     1.   Installing, testing, maintaining and repairing FCI's Products at the
          customers expense in accordance with the instructions of FCI in order
          to secure customer acceptance and to meet all legal and product safety
          requirements.

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     2.   Carrying out the activities described in 4.b.1 in conformity with the
          standards established by Enraf for such activities.

     Annex 2 to this Agreement describes the procedures for warranty work and
     repairs that can not be carried out by Enraf or ES&SO.



5.   TRADENAME

     Parties agree that FCI's Products will be marketed and sold under the Enraf
     name. A reference to FCI's patented technology must be included on each
     system sold.


6.   DISCONTINUATION OF PRODUCTS

     Parties can agree to discontinue the sales of one or more FCI's Products.
     FCI can decide to discontinue the manufacturing of one or more FCI
     Products. However, FCI shall continue to sell materials for the maintenance
     and repair of products discontinued for so long as Enraf shall require such
     materials to meet service obligations to customers, but no longer than 5
     years from the date of discontinuation, subject to final lifetime purchase
     by Enraf.


7.   TECHNICAL INFORMATION

a.   Parties will conclude a separate escrow agreement, which will be an annex
     to this Agreement and which will survive the termination of this Agreement.
     The escrow agreement will stipulate that FCI gives in escrow with an
     independent third party all specifications, manufacturing information,
     drawings and other information, including source codes of software, patents
     and designs, of FCI's Products that have been delivered under this
     Agreement ("the Information in Escrow").

b.   Upon completion of sales of FCI products of over 3.5 M$ by Enraf, if FCI
     terminates this Agreement in accordance with section 14 and FCI will start
     selling FCI's Products directly to end-users, FCI hereby grants Enraf the
     irrevocable, perpetual and worldwide right to use the Information in Escrow
     free of charge for the maintenance and repair of FCI's Products that have
     been delivered to customers under this Agreement. The escrow agent will
     hand over the Information in Escrow to Enraf within ten days after the
     termination of this Agreement.

c.   Upon completion of sales of FCI products of over 3.5 M$ by Enraf, if either
     party terminates this Agreement in accordance with section 14 and FCI will
     not start selling FCI's Products directly to end-users, FCI hereby grants
     Enraf the irrevocable, perpetual and worldwide right to use the Information
     in Escrow free of charge for the further development, manufacturing,
     selling, maintenance and repair of FCI's Products. The escrow agent will
     hand over the Information in Escrow to Enraf within ten days after the
     termination of this Agreement.

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8.   CONFIDENTIAL INFORMATION

a.   For the purpose of this Agreement "Confidential Information" shall mean any
     information and data which the disclosing party regards as confidential and
     which has been or will be made available to the receiving party.

b.   All Confidential Information exchanged between the Parties pursuant to this
     Agreement:

     1.   shall not be distributed, disclosed or disseminated in any way or form
          by the receiving party to anyone except to its own employees and
          advisors (distributors, agents, consultants who have agreed to
          maintain such information confidential) affiliated to or directly
          instructed by the receiving party, who have a reasonable need to know
          said Confidential Information;
     2.   shall be treated by the receiving party with the same degree of care
          to avoid disclosure to any third party as is used with respect to the
          receiving party 's own information of like importance which is to be
          kept secret;
     3.   shall not be used by the receiving party for other purposes, except as
          otherwise expressly stated herein, without the express written
          permission of the disclosing party.

c.   The obligations of paragraph b shall not apply, however, to any
     Confidential Information which:

     1.   is already in the public domain or becomes available to the public
          through no breach of this Agreement by the receiving party;
     2.   is received independently without restriction on disclosure from a
          third party free to disclose such information to the receiving party;
     3.   is developed independently by the receiving party without the use of
          confidential information.
     4.   is required to be disclosed by law.
     5.   in each case of disclosure , the receiving party gives the disclosing
          party prior notice of any disclosure in reliance on clauses 1 - 4
          above.

d.   Notwithstanding the termination of the other portions of this Agreement,
     the obligations and provisions of this provision on confidentiality shall
     survive the termination of this Agreement for a period of three years.


9.   EMPLOYEES

     For the period of this Agreement parties will not, directly or indirectly,
     solicit, cause or incent employees or consultants of the other party to
     terminate their employment or other arrangement with the other party and
     commence employment or a consulting relationship with Enraf or FCI or any
     of its subsidiaries without the foregoing written approval of the other
     party. In the event that a party breaches its obligations in this section
     9, it will pay the other party an amount equal to two years' salary or
     consulting fees of the employee or individual employed or retained by the
     party in breach of the obligations of this section 9. If however, the
     employee is subject to an involuntary termination, this paragraph will not
     be applicable.

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10.  PROPRIETARY RIGHTS INDEMNIFICATION

a.   Except as expressly set forth in this Agreement, FCI grants no right, title
     or interest in its intellectual property rights to Enraf.

b.   FCI will defend, at its own expense, any claim brought against Enraf
     alleging that any FCI's Product furnished hereunder infringes a patent or
     copyright valid in the country where delivery took place. FCI shall pay all
     costs and damages finally awarded or in settlement agreed.

c.   It is Enraf's obligation to give FCI prompt written notice of any claim,
     and to give FCI information, assistance and sole authority to defend or
     settle the claim.


11.  LIMITATION OF LIABILITY

FOR THE FOLLOWING REFERENCE IS MADE TO ANNEX 0:

a.   Except as provided in section 10 FCI's maximum liability to Enraf for any
     cause whatsoever will be for direct damages only, and will be limited to
     the greater of US$ 1,000,000.00 (one million US dollars) or the purchase
     price paid to FCI for FCI's Products that are the subject of Enraf's claim.
b.   The foregoing limitation does not apply to damages resulting from personal
     injury caused by willful misconduct or gross negligence of FCI.
c.   FCI shall not be liable for any incidental, indirect, consequential or
     punitive damages, nor for any damages resulting from the use of FCI's
     Products outside the scope of the intended use, and Enraf shall hold FCI
     harmless for any third party claims.


12.  INSURANCE

a.   For the duration of this Agreement and a period of three years thereafter,
     FCI shall maintain a Comprehensive General Liability insurance (including
     contractual liability, independent contractor's liability, products and/or
     completed operations liability, and a personal injury/property damage
     coverage) in a combined single limit of not less than $1,000,000.- and an
     Umbrella Liability insurance in a combined single limit of not less than
     $2,000,000.-.

b.   Certificates of Insurance indicating such coverage shall be delivered by
     FCI to Enraf. The Certificates shall indicate that the policies will not be
     changed or terminated without at least ten days prior written notice to
     Enraf.




13.  TERM

a.   This Agreement, effective as from the date of its signing, shall extend for
     a period of three (3) years unless terminated sooner in accordance with
     section 14, or extended according to 13b.

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b.   Upon completion of sales of FCI products of over 3.5 M$ by Enraf during the
     first term of this agreement, this Agreement shall automatically be renewed
     for two (2) years' period from the expiration of the three year period for
     a total period of five years, unless earlier terminated in accordance with
     section 14.


14.  TERMINATION

a.   Subject to the provisions of Section 13(b), this Agreement may be
     terminated by either party effective as of the end of the initial three
     year term of this Agreement by giving written notice of termination to the
     other party at least six months prior to the expiration of such initial
     term.

b.   Either Party may at any time terminate this Agreement forthwith by written
     notice sent by registered mail to the other Party in any of the following
     events:

     1.   after a thirty (30) days' notice by registered mail in case the other
          Party is in such "material" default under the terms and conditions of
          this Agreement and fails to remedy such default within that thirty
          (30) days' period;
     2.   the other is guilty of fraud or misconduct;
     3.   the other Party is declared bankrupt or is involved in any insolvency
          proceedings or other proceedings preventing such Party from duly
          fulfilling its obligations under this Agreement;
     4.   the other Party has any distress or execution levied on its assets.

c.   Change of ownership of or merger with a third party by either party to this
     Agreement shall constitute an event which, at the option of the other party
     to this Agreement, can lead to termination of this Agreement. If the other
     party to this Agreement decides to terminate this Agreement it may do so
     either immediately or with a notice period of one year. The stipulations of
     sections 7b and 7c will apply, however with the exclusion of the minimum
     dollar amount of sales.


15.  PUBLICITY

     Both parties shall issue news releases, public announcements,
     advertisements or any other form of publicity concerning its efforts in
     connection with this Agreement, proposals or projects with the prior
     written approval of the other party. Where appropriate and required parties
     will cooperate to release information for e.g. Securities (SEC).





16.  RELATIONSHIP OF THE PARTIES

     FCI and Enraf are independent parties, and there exist no relationship of
     joint venture, partnership or agency between them. FCI and Enraf do not
     have and neither shall hold itself out as having any right or authority to
     act or assume or create any obligations or responsibilities on behalf of
     the other.

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17.  GENERAL

a.   This Agreement shall be governed by and interpreted under the laws of the
     Netherlands.

b.   In case of the event of a dispute parties agree to pursue arbitration in
     Paris, France in accordance with the rules of arbitration of the ICC. Any
     proceedings shall be in the English language.

c.   This Agreement contains the entire and exclusive agreement of the parties
     and supersedes any previous understanding or agreement related to the
     cooperation established by this Agreement, whether written or oral.


d.   All changes or modifications to this Agreement must be agreed to in writing
     by the parties.

e.   The obligations set forth in sections 7 through 12 shall survive the
     termination for any reason of this Agreement for the periods as indicated
     in those sections, or indefinitely if no period has been specified.





Signed this 12 day of December, 2000



/s/G.F. Hewitt, CEO                             /s/H.A. Algra
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FCI FIBERCHEM, INC.                             ENRAF BV

(name) G.F. Hewitt                              (name) H.A. Algra