EXHIBIT 10.3

                                LICENSE AGREEMENT
                                   (AXENOHL)

     THIS LICENSE AGREEMENT ("Agreement") is made this 24th day of November,
1999, by and between NVID International, Inc., a corporation ("Licensor") and
Innovative Medical Services, a California corporation ("Licensee").

WHEREAS, Licensor holds all rights to the product known AXENOHL or (the
"Licensed Product"), being patented pending products for the killing of
bacterial and other biological contaminants from a water system as more
particularly described in the attached Exhibit A: PATENT PENDING; and

WHEREAS, Licensor desires to license certain marketing and distribution rights
to the Licensed Products to the Licensee on the terms and conditions set forth
herein.

THEREFORE, Licensor and Licensee agree as follows:

1.   Representations And Warranties Of Licensee
     As an inducement to, and to obtain the reliance of Licensor, Licensee
     represents and warrants as follows:
     1.1. Organization, Good Standing, Power, Etc.
          -----------------------------------------
          Licensee (i) is a corporation duly organized, validly existing and in
          good standing under the law of the State of California; (ii) is
          qualified or authorized to do business as a foreign corporation and is
          in good standing in all jurisdictions in which qualification or
          authorization may be required; and (iii) has all requisite corporate
          power and authority, licenses and permits to own or lease and operate
          its properties and carry on its business as presently being conducted
          and to execute, deliver and perform this Agreement and consummate the
          transactions contemplated hereby.

     1.2. Capitalization.
          ---------------
          The authorized capital stock of Licensee consists solely of 20,000,000
          shares of Common Stock, no par value, (the "Licensee Common Stock"),
          of which, on the date hereof 4,562,242 shares are issued and
          outstanding and no shares are held in the treasury of Licensee. In
          addition the Company has 5,000,000 shares of Preferred Stock
          authorized, none of which are presently outstanding. All of such
          issued and outstanding shares of the Licensee Common Stock have been
          duly authorized and validly issued and are fully paid and
          non-assessable with no personal liability attaching to the ownership
          thereof and were not issued in violation of the preemptive or other
          rights of any person.

     1.3. Authorization of Agreement.
          ---------------------------
          This Agreement has been or will be at Closing duly and validly
          authorized, executed and delivered by Licensee.

     1.4. Compliance with Applicable Laws.
          --------------------------------
          The conduct by Licensee of their business does not violate or infringe
          on any domestic (federal, state or local) or foreign law, statute,
          ordinance or regulation now in effect, or, to the knowledge of
          Licensee proposed to be adopted, the enforcement of which would
          materially and adversely affect its business or the value of its
          properties or assets.

     1.5. Exchange Act Filings and Financial Statements.
          ----------------------------------------------
          Licensee has filed all reports required of it with the United States
          Securities and Exchange Commission (the SEC) pursuant to Section 12(g)
          of the Securities Exchange Act of 1934 (the 1934 Act) including
          without limitation, registration statements, 10-KSB's, 10-QSB's, Form
          8's, etc. for each of the annual, quarterly or other fiscal periods
          from the first to latest such filings since Licensee first so
          registered as a public company.

     1.6 Recognition of Licensor Trade Secrets.

          1.6.1 Licensee agrees that during the term of this Agreement, or
               following its termination and for all times thereafter, it will
               keep secret and confidential all Licensor Trade Secrets which it

                                                            NVID /s/ DJL    IMS:
                                                                 /s/ MJR
<PAGE>
               knows or may hereafter come to know as a result of the
               relationship established by this Agreement. The Licensor Trade
               Secrets shall not be disclosed by Licensee to third parties and
               shall be kept secret and confidential except (i) to the extent
               that the same have entered into the public domain by means other
               than improper actions by Licensee or (ii) to the extent that the
               disclosure thereof may be required pursuant to the order of any
               court or other governmental body.

          1.6.2 It is understood and recognized by Licensee that in the event of
               any violation by Licensee of the provisions of subparagraph 1.6.2
               above, Licensor's remody at law will be inadequate and Licensor
               will suffer irreparable injury. Accordingly, Licensee's consents
               to injunctive and other appropriate equitable relief upon the
               institution of legal proceedings therefor by Licensor in order to
               protect the Licensor Trade Secrets. Such relief shall be in
               addition to any other relief to which Licensor may be entitled at
               law or in equity.

          1.6.3 Licensee shall cause their employees who shall have access to
               Licensor Trade Secrets hereof, to sign appropriate Trade Secrecy
               Agreements in the form of Exhibit B annexed hereto and made a
               part hereof.

2.   Representations And Warranties Of Licensor

     As an inducement to, and to obtain the reliance of LICENSEE, LICENSOR
     represents and warrants as follows:

     2.1. Organization, Good Standing, Power, Etc.
          ----------------------------------------
          Licensor (i) is a corporation duly organized, validly existing and in
          good standing under the laws of Delaware and (ii) has all requisite
          corporate power and authority, licenses, permits and franchises to own
          or lease and operate its properties and carry on its business as
          presently being conducted and to execute, deliver and perform this
          Agreement and consummate the transactions contemplated hereby.

     2.2. Authorization of Agreement.
          ---------------------------
          This Agreement has been or will be at Closing duly and validly
          authorized, executed and delivered by Licensor.

     2.3. Material Contracts
          ------------------
          There has not occurred any default by Licensor or any event which with
          the lapse of time or the election of any person other than Licensor
          will become a default, except defaults, if any, which will not result
          in any material loss to or liability of Licensor.

     2.4. Permits, Licenses, Etc.
          -----------------------
          Licensor has all permits, licenses, orders and approvals of federal,
          state, local or foreign governmental or regulatory bodies that are
          required in order to permit it to carry on their business as presently
          conducted.

     2.5. Compliance with Applicable Laws.
          --------------------------------
          The conduct by Licensor of its business does not violate or infringe
          upon any domestic (federal, state or local) or foreign law, statute,
          ordinance or regulation now in effect, or, to the knowledge of
          Licensor proposed to be adopted, the enforcement of which would
          materially and adversely affect its business or the value of its
          properties or assets.

     2.6. Litigation.
          -----------
          There is no material claim, action, suit, proceeding, arbitration,
          investigation or inquiry pending before any federal, state, municipal,
          foreign or other court or governmental or administrative body or
          agency, or any private arbitration tribunal, or to the knowledge of
          Licensor threatened, against, relating to or affecting Licensor or any
          of its properties or business, or the transactions contemplated by
          this Agreement; nor to the knowledge of Licensor is there any basis
          for any such material claim, action, suit, proceeding, arbitration,
          investigation or inquiry which may have any adverse effect upon the
          assets, properties or business of Licensor, or the transactions
          contemplated by this Agreement. Neither Licensor nor any officer,
          director, partner or employee of Licensor, has been permanently or
          temporarily enjoined by order, judgment or decree of any court or
          other tribunal or any agency from engaging in or continuing any
          conduct or practice in connection with the business engaged in by
          Licensor. There is not in existence at present any order, judgment or

                                                       NVID /s/ DJL    IMS:
                                                            /s/ MJR

<PAGE>
          decree of any court or other tribunal or any agency enjoining or
          requiring Licensor to take any material action of any kind or to
          Licensor and its business, properties or assets are subject or bound.
          Licensor is not in default under any order, license, regulation or
          demand of any federal, state or municipal or other governmental agency
          or with respect to any order, writ, injunction or decree of any court
          which would have a materially adverse impact upon Licensor's
          operations or affairs.

     2.7. Other Information.
          ------------------
          None of the information and documents which have been furnished or
          made available by LICENSOR, or any of its representatives to LICENSEE
          or any of their representatives in connection with the transactions
          contemplated by this Agreement is materially false or misleading or
          contains any material misstatements of fact or omits any material fact
          necessary to be stated in order to make the statements therein not
          misleading.

     2.8. Covenant to Refrain from Trading in Licensee Securities.
          --------------------------------------------------------
          The Licensor, its executive officers and directors represent and
          warrant that since August 1, 1999 they have not engaged in trading of
          Licensee securities and until such time that Licensee has announced
          the Closing of this Agreement, the Licensor, its executive officers
          and directors will not engage in trading of Licensee securities.

     2.9. Authority to Grant a License.
          -----------------------------
          Pursuant to the Licensor as the holder of the patents for the Licensed
          Products and the knowledge and consent thereof, the Licensor has the
          right and authority to grant the license set forth in this Agreement
          to the Licensor.

     2.10. Compliance with Environmental Laws.
           -----------------------------------
          Licensor has not caused or permitted its business, properties, or
          assets to be used to generate, manufacture, refine, transport, treat,
          store, handle, dispose of, transfer, produce, or process any Hazardous
          Substance (as such term is defined herein) except in compliance with
          all applicable laws, rules, regulations, orders, judgments, and
          decrees, and has not caused or permitted the Release of any Hazardous
          Substance on or off the site of any property of Licensor. The term
          `Hazardous Substance' shall mean any hazardous waste, as defined by 42
          U.S.C. ' 6903(5), any hazardous substance, as defined by 42 U.S.C. '
          601(14), any pollutant or contaminant, as defined by 42 U.S.C. '
          9601(33), and all toxic substances, hazardous materials, or other
          chemical substances regulated by any other law, rule, or regulation.
          The term `Release' shall have the meaning set forth in 42 U.S.C. '
          9601(22).

3.   Marketing And Distribution Licenses

     3.1. Grant of License for AXENOHL.
          -----------------------------
          Subject to Closing of this Agreement as set forth below, Licensor
          grants to the Licensee a three year, license to market and distribute
          AXENOHL for the below described markets where geographic exclusivity
          is detailed. (EXCLUSIVITY IS MARKET SPECIFIC...See markets below for
          exclusivity) Provided there has been no breach of this Agreement by
          the Licensee which has not been cured within thirty days of written
          notice of such breach, this geographic license shall automatically
          renew on terms herein for and additional three year terms. This
          license does not grant the specific right to manufacture AXENOHL for
          the first six months from the date of closing. However, if after 6
          (six) months alternative means of manufacturing becomes desirable or
          necessary based on market conditions, IMS will have the right or
          option to manufacture the AXENOHL formulations adhering strictly to
          NVID specifications. If NVID cannot supply AXENOHL for any reason
          within the first six months from the closing date, IMS will have the
          right to manufacture AXENOHL prior to the end of the six-month period.
          IMS will bear the complete cost associated with manufacturing set-up
          and will offer to provide NVID the AXENOHL product at manufacturer
          cost. In such instance, NVID will provide the manufacturing know-how
          to assist IMS in setting up a manufacturing operation for the AXENOHL
          product for their respective markets. (This does not include the price
          of the manufacturing equipment or the price of ETI H20 to set-up the
          operation.)

                                                       NVID /s/ DJL    IMS:
                                                            /s/ MJR
<PAGE>

          3.1.1 Manufactured Price

               3.1.1.1 The term "Manufactured Price" as used in this agreement
                    shall mean the actual cost to NVID to produce AXENOHL per
                    gallon as of the fate supplied to it by NVID's supplier
                    thereof.


         3.1.2 Point of Use System Market.
               ---------------------------
               The Point-of-Use or Point-of System Market shall be water
               purification and disinfectant systems for consumer and commercial
               use. The point-of-use market for water purification shall consist
               of faucet-mount, counter-top and under-the-counter models
               designed by or marketed by IMS for residential or commercial
               water disinfection usage. (Exclusive geographical area:
               Worldwide)

         3.1.3 Healthcare Market
               -----------------
               The Healthcare Market shall be all water purification and
               disinfection systems for hospitals, clinics, surgical centers,
               doctors' offices or other similar medical or health related
               facilities, including military medical and health facilities.
               Exclusive, license for Australia, North, Central and South
               America and a non-execlusive license for Costa Rica and other
               World Markets.
           3.1.3.1 IMS will grant back to NVID a non-execlusive right to
                   distribute for this market in Mexico.

         3.1.4 AXENOHL Licensing Fee
               ---------------------
               Commencing one month after Licensee sells ANEXOHL in the Point of
               Use System Market or Healthcare market, Licensee shall pay a
               Licensing Fee of $70,000 payable at the rate of $10,000 per month
               for (7) seven consecutive months.


         3.1.5 AXENOHL EPA Testing Payments
               ----------------------------
               Licensee shall be responsible for the fees associated with EPA
               certificate as provided by EPL-Bio-Analytical. Said fees for EPA
               Certificate not to exceed $70,000.

           3.1.5.1 Fees Disbursement

               3.1.5.1.1 $20,000 will be paid to NVID International, Inc. upon
                    closing of this Agreement as partial repayment of invoices
                    already paid to EPL-Bio-Analytical

               3.1.5.1.2 The remaining balance of up to $50,000 shall be paid to
                    EPL-Bio-Analytical at the rate of work actually performed
                    monthly commencing ten (10) days following the closing and
                    shall not exceed the actual invoice cost of
                    EPL-Bio-Analytical.

               3.1.5.1.3 Royalty.
                         --------
                    Subject to Closing of this Agreement as set forth below, the
                    Licensee shall pay to Licensor, a royalty in the amount of
                    fifteen percent (15%) of the actual manufactured price of
                    AXENOHL sold by or through the Licensee during a calendar
                    quarter in the Point-of-Use Market. The Royalty shall be
                    paid on or before the thirtieth (30) day after the close of
                    each calendar quarter for all AXENOHL for which the Licensee
                    has been paid during each calendar quarter adjusted solely
                    for returned or credited product.
               3.1.5.1.3.1 Buyer agrees to furnish Seller with an annual
                    accounting setting forth the number of units sold in the
                    prior year concurrently with the filing of it's form 10-SBK.

         3.1.6 Food Processing Market.
               -----------------------
               The Food Processing Market shall be water purification and
               disinfectant systems for commercial human or animal food
               preparation or processing operations. Exclusive license for
               Australia, North, Central and South America and a non-exclusive
               license for Costa Rica and other World markets

           3.1.6.1. AXENOHL USDA Research Agreement Payment.
                    ----------------------------------------
                    Within ten (10) days following the Closing of this
                    Agreement, Licensee shall pay the U.S. Department of
                    Agriculture, $29,500 for a one year research and testing
                    agreement to determine if AXENOHL may be approved for use in
                    preparation and processing of food for human or animal
                    consumption.

           3.1.6.2. Exclusive Licensing Fees.
                    -------------------------
                    IMS will pay to NVID any up-front licensing fees generated
                    by any third parties for rights to ANEXOHL that IMS may
                    grant in the Food Processing Market in the

                                                      NVID /s/ DJL    IMS:
                                                           /s/ MJR
<PAGE>

                    following manner: Year One 15% of fee; year Two 18.5% of
                    fee, Year Three 20% of fee, Year Four and thereafter 20%.

            3.1.6.3 Royalty.
                    --------
                    Subject to Closing of this Agreement as set forth below, the
                    Licensee shall pay to Licensor, a royalty in the amount of
                    fifteen percent (15%) of the manufactured price of AXENOHL
                    sold by or through the Licensee during a calendar quarter in
                    the Food Processing Market. The Royalty shall be paid on or
                    before the thirtieth (30) day after the close of each
                    calendar quarter for all AXENOHL for which the Licensee has
                    been paid during each calendar quarter adjusted solely for
                    returned product or credited product.

              3.1.7 Dental Market.
                    --------------
                    The Dental Market shall be water purification and
                    disinfectant systems for use by Dentists and Oral Surgeons.
                    (Exclusive geographical are: Worldwide)

               3.1.7.1. AXENOHL, IDS and RMS Dental Research Agreement Payment.
                        -------------------------------------------------------
                    Upon Closing of this Agreement, Licensee shall pay the
                    actual cost, not to exceed $17,000 to Dr. Richard Karpay for
                    beginning the research and testing agreement to determine
                    the efficacy of AXENOHL, IDS and RMS for dental disinfection
                    and bio-film removal and an additional payment not to exceed
                    $17,000 upon completion of Dr. Karpay's research.

               3.1.7.2. Royalty.
                        --------
                    Subject to Closing of this Agreement as set forth below, the
                    Licensee shall pay to Licensor, a royalty in the amount of
                    fifteen percent (15%) of the manufactured price of AXENOHL
                    sold by or through the Licensee during a calendar quarter in
                    the Dental Market. The Royalty shall be paid on or before
                    the thirtieth (30) day after the close of each calendar
                    quarter for all AXENOHL for which the Licensee has been paid
                    during each calendar quarter adjusted solely for returned
                    product.

 4.  Closing.
     -------

4.1  The Closing of this Agreement shall take place on or before the thirtieth
     calendar date following execution of this Agreement or such date as may be
     agreed upon by the parties, (herein called the "Closing Date"), at the
     offices of the Licensee. At the Closing, each of the respective parties
     hereto shall execute, acknowledge, and deliver (or shall cause to be
     executed, acknowledged, and delivered) any agreements, resolutions, or
     other instruments required by this Agreement to be so delivered at or prior
     to the Closing, together with such other items as may be reasonably
     requested by the parties hereto and their respective legal counsel in order
     to effectuate or evidence the transactions contemplated hereby.

5.   Special Covenants

     5.1. Due Diligence.
          -------------
          The parties hereto shall have up to and including the date prior to
          Closing within which to complete their due diligence investigations on
          the other party and the transaction contemplated hereunder. In the
          event either party hereto decides, in its sole discretion, not to
          proceed with the Closing based on its due diligence investigation, it
          shall notify the other in writing of such decision and this Agreement
          shall terminate without obligation to the other party except as to the
          confidentiality provisions.

     5.2. Exchange of Information.
          -----------------------
          Each party shall cooperate fully by exchanging information requested
          by the other party in a timely manner. Without in any manner reducing
          or otherwise mitigating the representations contained herein, each
          party and/or its attorneys shall have the opportunity to meet with the
          accountants and attorneys of the other party to discuss its respective
          legal and financial condition and this transaction. If this
          transaction is not completed, all documents received by each party
          and/or its attorney shall be returned to the other party and all such
          information so received shall be treated as confidential in accordance
          with Section x.

                                                      NVID /s/ DJL    IMS:
                                                           /s/ MJR
<PAGE>

6.   Conditions Precedent To Obligations Of Parties

     6.1. Licensor's Closing Conditions.
          -----------------------------
          The obligations of Licensor hereunder are subject to fulfillment prior
          to or at the Closing of each of the following conditions:

         6.1.1 Representations and Warranties.
               ------------------------------
               The representations and warranties of Licensee made pursuant to
               Paragraph 1 above, shall be true and accurate in all material
               respects as of the Closing Date.
            6.1.2.1 Licensee will use reasonable commercial marketing efforts
                    in Licensees representations of all market niches covered in
                    this agreement.
         6.1.2 Performance.
               -----------
               Licensee shall have performed and complied with all agreements
               and conditions required by this Agreement to be performed or
               complied with by it prior to or at the Closing.

         6.1.3 No Adverse Changes.
               ------------------
               There shall not have been, since the date of the latest audited
               financial statements of Licensee, any materially adverse change
               in Licensee's financial condition, assets, liabilities or
               business.

         6.1.4 Opinion of Licensee's Counsel.
               -----------------------------
               Licensee shall have delivered to Licensor an opinion of
               Licensee's counsel, Dennis Brovarone, Attorney at Law, dated the
               Closing Date to the effect that: (i) Licensee is a corporation
               duly organized, validly existing and in good standing under the
               laws of the State of California, has all requisite power to carry
               on its business as now being conducted and to execute, deliver
               and perform this Agreement and to perform its obligations; (ii)
               Licensee is duly qualified to do business as a foreign
               corporation and is good standing in each jurisdiction in which
               the nature of the business conducted by it or the property owned,
               operated or leased by it makes such qualification necessary;
               (iii) this Agreement has been duly authorized by all necessary
               corporate action on the part of Licensee, has been duly executed
               and delivered by IMS and constitutes the legal, valid and binding
               obligation of Licensee enforceable in accordance with its terms
               except as enforceability thereof may be limited by the insolvency
               or other laws affecting the rights of creditors and the
               enforcement of remedies; (iv) Licensee has prepared and filed
               with the SEC all periodic reports required of it under the 1934
               Act; (v) neither the execution, delivery and performance by
               Licensee of this Agreement, nor compliance by Licensee with the
               terms and provisions hereof, will conflict with, or result in a
               breach of the terms, conditions or provisions of, or will
               constitute a default under, the Articles of Incorporation or
               Bylaws of Licensee or any agreement or instrument known to such
               counsel to which Licensee is a party or by which IMS or any of
               its properties or assets are bound; (vi) there are no actions,
               suits or proceedings pending or, to the knowledge of such
               counsel, threatened against Licensee before any court or
               administrative agency, which have, in the opinion of such
               counsel, if adversely decided, will have any material adverse
               effect on the business or financial condition of Licensee or
               which questions the validity of this Agreement. In rendering his
               opinion, counsel shall be allowed to rely on written
               representations of officers and directors of the Licensee as to
               factual matters without independent verification thereof.

        6.1.5. Current Status with Securities and Exchange Commission.
               ------------------------------------------------------
               Licensee shall have prepared and filed with the SEC all periodic
               reports required under the 1934 Act pursuant to Section 12(g)
               thereof.

        6.1.6. Due Diligence.
               -------------
               Licensor shall have completed and be satisfied with its due
               diligence investigation of Licensee pursuant to Paragraph 5.1.


     6.2. Licensee's Closing Conditions.
          -----------------------------
          The obligations of Licensee hereunder are subject to fulfillment prior
          to or at the Closing of each of the following conditions:

         6.2.1 Representations and Warranties.
               ------------------------------
               The representations and warranties of Licensor made pursuant to
               Article 2 above, shall be true and accurate in all material
               respects as of the Closing Date.

                                                       NVID /s/ DJL    IMS:
                                                           /s/ MJR

<PAGE>
         6.2.2 No Adverse Changes.
               ------------------
               There shall not have been, since the date of the latest audited
               financial statements of Licensor, any materially adverse change
               in their financial condition, assets, liabilities or business.

         6.2.3 Opinion of Licensor's Counsel.
               -----------------------------
               Licensor shall have delivered to Licensee, an opinion of their
               counsel, Mr. Curt Creely, Attorney at Law, respectively, dated
               the Closing Date to the effect that: (i) Licensor is a
               corporation duly organized, validly existing and in good standing
               under the laws of the State of Delaware, has all requisite power
               to carry on its business as now being conducted and to execute,
               deliver and perform this Agreement and to perform its
               obligations; (ii) Licensor is duly qualified to do business and
               are in good standing in each jurisdiction in which the nature of
               the business conducted by it or the property owned, operated or
               leased by it makes such qualification necessary; (iii) this
               Agreement has been duly authorized by all necessary corporate
               action on the part of Licensor, has been duly executed and
               delivered by Licensor and constitutes the legal, valid and
               binding obligation of Licensor, enforceable in accordance with
               its terms except as enforceability thereof may be limited by the
               insolvency or other laws affecting the rights of creditors and
               the enforcement of remedies; (iv) neither the execution, delivery
               and performance by Licensor of this Agreement, nor compliance by
               Licensor with the terms and provisions hereof, will conflict
               with, or result in a breach of the terms, conditions or
               provisions of, or will constitute a default under, the Articles
               of Incorporation or Bylaws of Licensor or any agreement or
               instrument known to such counsel to which Licensor is a party or
               by which Licensor or any of its properties or assets are bound;
               (v) there are no actions, suits or proceedings pending or, to the
               knowledge of such counsel, threatened against Licensor before any
               court or administrative agency, which, in the opinion of such
               counsel, if adversely decided, will have any material adverse
               effect on the business or financial condition of Licensor or
               which questions the validity of this Agreement. In rendering
               their opinion, counsel shall be allowed to rely on written
               representations of officers and directors of the Licensor as to
               factual matters without independent verification thereof.

        6.2.4. Due Diligence.
               -------------
               Licensee shall have completed and be satisfied with its due
               diligence investigation of Licensor pursuant to Paragraph 5.1.

7. Patent and Copyright Indemnity.

     7.1. Licensor warrants that the use of the Licensed Products by the
          Licensee pursuant to the terms hereof shall not constitute an
          infringement of any existing patent, copyright or other right.
          Licensor hereby agrees to defend or settle any suit, proceeding or
          claim brought against the Licensee based on a claim that the use of
          the Licensed Products or any part thereof by the Licensee constitutes
          an infringement of any existing patent, copyright or other right.
          Licensor shall pay all damages or costs awarded against or expenses,
          including attorneys' fees, incurred by the Licensee in such suit,
          proceeding or claim.

     7.2. In the event the Licensed Products or any part thereof shall be in
          Licensor's opinion likely to or shall become the subject of a claim
          for patent, copyright, or other infringement, Licensor shall, at its
          option and expense, procure for the Licensee the right to continue
          using such affected part of the Licensed Products or modify such
          affected part to become non-infringing. Should Licensor elect to
          remove or modify such infringing part of the Licensed Products,
          Licensor shall forthwith replace such part with a functionally
          equivalent non-infringing part or take other appropriate action to
          insure that the Licensed Products conforms to the Specifications to
          the Licensee's satisfaction, without cost to the Licensee.

     7.3. In the event that Licensor shall refuse or shall be unable to supply
          or shall be prevented from supplying the Licensed Products or any part
          thereof to the Licensee, or in the event that the Licensee's continued
          use of the Licensed Products shall be prohibited or enjoined at any
          time, Licensor shall promptly replace all affected parts of the
          Licensed Products with functionally equivalent non-infringing parts or
          shall take such other action to insure that the Licensed Products
          conforms to the Specifications to the Licensee's satisfaction, without
          cost to the Licensee.
                                                     NVID /s/ DJL    IMS:
                                                          /s/ MJR

<PAGE>

     7.4. Licensor warrants that the Licensee shall suffer no interruption of
          its normal business activities or cycles as a result of any claimed
          infringement, any litigation referred to in Paragraph 7.1 hereof or
          any replacement of items contemplated in Paragraphs 7.2 hereof.


8.   Miscellaneous

     8.1. Expenses and Further Assurances.
          -------------------------------
          The parties hereto shall each bear their respective costs and expenses
          incurred in connection with the transactions contemplated by this
          Agreement. Each party hereto will use its best efforts provide any and
          all additional information, execute and deliver any and all documents
          or other written material and perform any and all acts necessary to
          carry out the intent of this Agreement and to comply with U.S. law.

     8.2. Survival of Representations, Warranties and Covenants.
          -----------------------------------------------------
          All of the representations, warranties and covenants made as of the
          date of this Agreement and as of Closing, shall survive the closing of
          this transaction.

     8.3. Successors and Assigns.
          ----------------------
          All representations, warranties, covenants and agreements in this
          Agreement shall be binding upon and shall inure to the benefit of the
          parties hereto and their respective heirs, representatives, successors
          and assigns whether so expressed or not.

     8.4. Governing Law.
          -------------
          This Agreement and the legal relations among the Parties hereto shall
          be governed by and construed in accordance with the laws of the State
          of California and that the State or Federal Courts of California shall
          be the jurisdiction in which any legal proceedings relative to this
          Agreement shall be brought. The foregoing notwithstanding, the Parties
          agree that prior to litigation, they will arbitrate any disputes
          relative to this Agreement through the services of the officers of the
          American Arbitration Association in and for San Diego, California.

     8.5. Attorney's Fees.
          ---------------
          In any action brought to enforce the terms and conditions of this
          Agreement, the prevailing party shall be entitled in addition to any
          other remedies, its reasonable attorneys fees incurred in the
          prosecution or defense of the action.

     8.6. Section  and  Other  Headings.
          -----------------------------
          The section and other headings herein contained are for convenience
          only and shall not be construed as part of this Agreement.

     8.7. Counterparts.
          ------------
          This Agreement may be executed in any number of counterparts and each
          counterpart shall constitute an original instrument, but all such
          separate counterparts shall constitute but one and the same
          instrument.

     8.8. Entire Agreement.
          ----------------
          This Agreement constitutes the entire agreement between the parties
          hereto and supersedes all prior agreements, understandings and
          arrangements, oral or written, between the parties hereto with respect
          to the subject matter hereof. This Agreement may not be amended or
          modified, except by a written agreement signed by all parties hereto.

     8.9. Severability.
          ------------
          Any term or provision of this Agreement which is invalid or
          unenforceable in any jurisdiction shall, as to such jurisdiction, be
          ineffectual to the extent of such invalidity or unenforceability
          without rendering invalid or unenforceable the remaining terms and
          provisions of this Agreement or affecting the validity or
          enforceability of any of the terms or provisions of this Agreement in
          any other jurisdiction.

    8.10. Confidentiality.
          ---------------
          Each party hereto agrees with the other parties that, unless and until
          this Agreement has been consummated, or for a period of one (1) year
          from the date of this Agreement if the transaction contemplated by

                                                     NVID /s/ DJL    IMS:
                                                          /s/ MJR

<PAGE>
          this Agreement is not consummated it and its representatives will hold
          in strict confidence all data and information obtained with respect to
          the other party from any representative, Officer, Director or
          employee, or from any books or records or from personal inspection, of
          such other party, and shall not use such data or information or
          disclose the same to others, except: (i) to the extent such data or
          information has theretofore been publicly disclosed, is a matter of
          public knowledge or is required by law to be publicly disclosed; and
          (ii) to the extent that such data or information must be used or
          disclosed in order to consummate the transactions contemplated by this
          Agreement. The foregoing notwithstanding, Licensee shall be authorized
          to publicly announce the execution and closing of this Agreement,
          details thereof and a description of Licensor and the business
          conducted thereby.

IN WITNESS WHEREOF, the corporate parties hereto have caused this Agreement to
be executed by their respective Officers, hereunto duly authorized, as of the
date first above written.


NVID INTERNATIONAL, INC.



By:  /s/ David J Larson                 Date:  11/29/99
     ------------------
     David J Larson, President


By:  /s/ Michael J Redden               Date:  11/29/99
     --------------------
     Michael J Redden, Secretary


INNOVATIVE MEDICAL SERVICES


By:  /s/ Michael L Krall                 Date:  12/23/99
     -------------------
     Michael L Krall, President


By:  /s/ Dennis Atchley                  Date:  12/23/99
     ------------------
     Dennis Atchley, Secretary


<PAGE>

                                  [LETTERHEAD]
                                      NVID
                              INTERNATIONAL, INC.

DATE:      January 3, 2000

TO:        Mike Krall

FROM:      Dave Larson

SUBJECT:   Addition of New Zealand to AXEN Agreement

CC:        Dennis Brovarone / Mike Redden


This memo will serve as an addendum to the Axen Agreement between NVID
International, Inc. and Innovative Medical Services.  It has been agreed between
NVID International, Inc. and Innovative Medical Services that the Country of New
Zealand will be added to the geography granted to Innovative Medical Services in
regards to the Axen Agreement.

This now gives Innovative Medical Services the right to sell Axen into New
Zealand for the Healthcare Market (Section 3.1.3), Food Processing market
(Section 3.1.6), and the Dental Market.  Innovative Medical Services has always
had the right to sell Axen into the Point-of-Use market (Section 3.1.2).


All for your information.


/s/ David Larson
----------------
David Larson
President NVID International, Inc.






           28870 U.S.19 North * Suite 300 * Clearwater, Florida 33761
                        727-669-5005 * Fax 727-669-4701

<PAGE>