EXHIBIT 4.4

                      RESEARCH AND DEVELOPMENT AGREEMIENT


This Agreement is made and signed on this _____ day of May, 1999 by and between:

FREYSSINET INTERNATIONAL (STUP) SNC.

French  Company  (Freyssinet)  whose  registered  office  is  at  781408  Valizy
Villacoublay,  10 rue Paul  Dautier  acting for itself and for any  subsidiaries
more than twenty-five  (25) percent owned by it,  represented by Mr. Jean Pierre
Marchand-Arpoume, Chairman & Chief Executive Officer.

And

PURE TECHNOLOGIES LTD.

Canadian  Company (Pure) whose registered  office is at Calgary,  Alberta acting
for itself and for any subsidiaries  more than twenty-five (25) percent owned by
it, represented by Mr. James Paulson, Chairman.

WHEREAS

FREYSSINET is a world-wide leader in post tensioning and cable structures.

PURE is a specialist in acoustic  monitoring and monitoring systems for acoustic
and other events in cables,  tendons,  and  structures.

Both parties  desire to co-operate  together in order to develop their  research
and development in their mutual field of activities.

PURE has developed an acoustic  system for the  monitoring of steel tendons such
as prestressing or suspension cables or cable stays, and the detection of shocks
to record  accident  events.  PURE is developing a vibration  monitoring  system
capable  of giving an  analysis  of  vibration  causes in steel  tendons.  These
systems,  and their use or potential  use to monitor  structures  are called the
"Field" in this agreement.

FREYSSINET  and PURE are  entering  a license  agreement  (called  "The  License
Agreement" in this  agreement)  whereby  FREYSSINET  will  represent PURE in the
marketing of products and licenses for applications,  some of which are expected
to involve  the  Field,  and  FREYSSINET  and PURE wish to  co-ordinate  certain
research and development with regard to the Field, and cooperate with respect to
such research and development.

This agreement is intended to define  co-operation  conditions,  by both parties
for particular projects (called in this agreement "Joint Projects").


<PAGE>

IT IS AGREED

1.   A project shall be considered as a Joint Project when it is proposed by one
     party in writing to the other as a Joint Project and is accepted as such in
     writing by the other party.  FREYSSINET and PURE hereby agree to co-operate
     together  exclusively for research and  development on Joint Projects.  The
     first Joint Project will be the  Vibration  Monitoring  Project,  and it is
     declared to be a Joint Project effective the date of this agreement.

2.   Know how and expertise of each party will be shared by it with the other in
     order to fulfil  this  agreement  with  respect to each Joint  Project,  as
     follows:

          FREYSSINET will bring its expertise and knowledge in prestressing  and
     cables and  suspensions  and PURE its knowledge in monitoring  and acoustic
     systems, as these sets of expertise relate to the particular Joint Project.

3.   For each Joint Project:

     (a) The parties shall set out a jointly agreed research program, which will
     state what work is to be done on the Joint  Project,  which  party is to be
     responsible  for each part of the work, and how the costs are to be shared.
     If no research program is agreed within six months of the time a project is
     declared to be a Joint Project,  then the project shall cease to be a Joint
     Project at the end of such six month period.

     (b) except as  provided  in this  paragraph,  neither  party will enter any
     agreement to co-operate with any other party for research or development on
     the subject  matter of a Joint  Project,  or will carry out any research or
     development,  co-operation  or  collaboration  or shared  research with any
     other party  dealing with the subject  matter of a Joint Project or dealing
     with situations  where products making use of the subject matter of a Joint
     Project  would be useful,  while the Project is a Joint  Project.  However,
     either  party  can  discuss  with  suppliers  or  potential  suppliers  the
     requirements for parts or components of products to be made or developed as
     part of the Joint Project,  and can enter  agreements with  governmental or
     quasi-governmental  organizations to fund research which is part of a Joint
     Project.

     (c) The parties  will meet  together  at least once every  three  months to
     discuss the research and  development on the Joint Project,  and the future
     research and development to be done by each on the Joint Project  including
     any necessary revisions to the budget for the Joint Project,

     (d) The parties will provide to each other copies of any research  reports,
     assessments  of problems to be solved or technical  requirements  or patent
     applications  which they prepare in  connection  with the Joint  Project or
     with respect to situations  and markets in which the Joint Project  subject
     matter may be useful.

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<PAGE>


     (e) Either  party may notify the other on six months  notice that it wishes
     to terminate any Joint  Project.  The Joint Project then  terminates at the
     end of the six months notice  period.  When a Joint Project is  terminated,
     either  party may continue  independent  research  and  development  on the
     subject matter  formerly the Joint  Project,  subject to the other terms of
     this agreement.  Termination of any Joint Project does not affect any other
     Joint Project, which the parties may have declared.

4.   Except  by other  mutual  agreement;  PURE  shall be the sole  owner of any
     patents or patent  applications  on  inventions  created from  research and
     development by Pure employees,  officers or contractors on a Joint Project,
     and  Freyssinet   shall  be  the  sole  owner  of  any  patents  or  patent
     applications on inventions  created from research by Freyssinet  employees,
     officers  or   contractors.   Each  ownership  will  be  discussed   before
     attribution.  The  party who is the owner of an  invention  shall  have the
     right to  decide  in which  countries  or group of  countries  it wishes to
     protect the  invention,  but it must advise the other party of its decision
     at least two months  before the expiry of any  priority  period or Phase II
     PCT period of the countries in which it intends to seek protection.  If the
     other party wishes to obtain  protection in any other country,  it may file
     an application in such other country at its own expense. The application in
     such other  country shall be owned by the party owning the  invention,  but
     the other party (provided it continues to pay all costs associated with the
     application  and  eventual  patent  in such  other  country)  shall  have a
     royalty-free  licence  with right to  sublicense  for the  duration  of the
     patent for which it has paid the costs.

     If an  invention  is made  jointly by one or more  employees,  officers  or
     contractors of Pure, and one or more employees,  officers or contractors of
     Freyssinet, then any patent or patent application on the invention shall be
     owned by Pure, but Freyssinet  shall have a royalty free license to use the
     invention and to make and license  Products  using the  invention,  for the
     duration  of the  patent  in any  country  where  it  had,  at the  time of
     termination or expiry of the License Agreement,  an Exclusive  Territory as
     defined in the License  Agreement.  The costs of obtaining the patent shall
     be shared equally by both parties.  Freyssinet shall have the right to file
     for patent at its own cost in any  country  where Pure  elects not to file.
     Any license of joint  inventions  to third  parties  must be agreed upon by
     Freyssinet  and Pure until  Patent  expiration.  Pure will keep a record of
     these sublicenses.

5.   Each party  agrees to inform  the other  promptly  in general  terms of any
     further  development or  improvement  which could affect their research and
     co-operation in the Field, including potential new markets or applications,
     and may if it wishes  inform  the  other of  developments  or  improvements
     outside the Field.  Either party may advise the other of  developments  and
     research ideas that it proposes as potential Joint Projects.

6.   So long as the License  Agreement has not expired or been  terminated,  the
     subject  matter of patents  and  patent  applications  relating  to a Joint
     Project  shall be treated as Products  under the  Licensee  Agreement,  and
     shall be subject to the terms of that  agreement  relating to Products.  If
     the License Agreement  expires or is terminated for any reason,  each party
     shall not have any


                                       3

<PAGE>


     license under any patents or patent  applications  of the other,  except as
     otherwise provided herein.


7.   Both  FREYSSINET and PURE agree to consider the terms of this Agreement and
     any data  with  respect  to any Joint  Project,  whether  written  or oral,
     drawing, computer data, or the like exchanged between them as confidential,
     provided that it is designated in writing as confidential at the time it is
     exchanged or within 30 days  thereafter,  and both  parties  admit the high
     importance to preserve this  confidentiality.  Each party shall obtain from
     its employees and officers such undertakings as may be reasonably necessary
     in order to secure  confidentiality on any information  received,  given or
     linked with any Joint Project.

          The parties shall not be obligated to keep confidential information of
     which any Party can prove in writing:

     o    That he had prior to the  receipt  from the other  Party  without  any
          confidentiality  attached  to it;

     o    That was publicly  available or became publicly  available without the
          fault  of the  party  who  received  it from  the  other;

     o    That was  communicated in good faith to him by a third party which was
          not obligated by agreement  with the other party to this  agreement to
          keep the information  secret;

8.   The territoriality of this agreement is world-wide.

9.   This  Agreement  is valid for three years from its date,  unless  otherwise
     agreed in  writing,  except  that if the License  Agreement  terminates  or
     expires at any time for any reason,  this  agreement  will terminate at the
     same time.

          In case of  termination  of this  agreement,  each must  return to the
     other  party  the  confidential  information  of the  other  which has been
     disclosed to it, except  insofar as use of that  information  infiinges any
     patent  protection  of the  other,  but each  party may not  disclose  such
     confidential information to a third party (except as provided in Article 7)
     for 10 years after termination.

10.  The parties  agree to do their  utmost to resolve  amicably  any  conflict,
     which could occur between them during the existence of this agreement.


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<PAGE>


     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.


                         Dated the day and year first above written.

                         PURE TECHNOLOGIES LTD.


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


                         Address:             1050,340 - 12th Avenue S.W.
                                              Calgary, Alberta
                                              Canada T2R lL5


                         FREYSSINET ENTERNATIONAL (STUP) SNC.


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


                         Address:             78140 Vehzy Villacoublay
                                              10, rue Paul Dautier
                                              France


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<PAGE>


                                  SCHEDULE "A"
                                  ------------

                                 THE TRADEMARKS
                                 --------------

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
TRADEMARK                                      REGISTRATION/APPLICATION NO.
-------------------------------------------------------------------------------------------
<S>                                           <C>
SoundPrint & Design Australia                  Application No. 792980

                                               (covers Classes 9, 37, 41 & 42)
-------------------------------------------------------------------------------------------
SoundPrint & Design Canada                     Registration No. 467,010
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SoundPrint & Design China                      Class 09 - Filing No. 9700139641
                                                          Preliminary Approval No. 1293624

                                               Class 37 - Filing No. 9700139642
                                                          Preliminary Approval No.1267442

                                               Class 41 - Registration No.1257951

                                               Class 42 - Registration No.1259900
-------------------------------------------------------------------------------------------
SoundPrint & Design CTM
-------------------------------------------------------------------------------------------
SoundPrint & Design Hong Kong                  Class 09 - Application No. 97 17802

                                               Class 35 - Application No. 99 05518

                                               Class 42 - Application No. 97 17801
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SoundPrint & Design Korea
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SoundPrint & Design United Kingdom             Application No. 2153839
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SoundPrint & Design United States              Registration No. 2,161,202
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</TABLE>