Exhibit 10.9

                                    AGREEMENT

      THIS  AGREEMENT is made as of the 30th day of June,  2004 between  Ovation
Products Corporation, a corporation organized and existing under the laws of the
State of Delaware, with principal offices at 6 Southgate Drive, Nashua, NH 03062
("Ovation"),  and WMS Family I LLC, a Delaware  limited  liability  company with
principal offices at 285 Commandants Way, Chelsea, Massachusetts 02150 ("WMS").

      WHEREAS,  Ovation`s  predecessor  in interest and WMS entered into certain
Agreements  dated as of August 21, 1997 related to the advance of certain monies
by WMS and the grant of certain right to WMS in return therefor;

      WHEREAS,  in a series  of  amendments,  the  parties  have  altered  their
understandings,  including  the issuance to WMS of notes in the total  aggregate
amount of approximately  $500,000 and warrants for the purchase of approximately
200,000 shares of Ovations common capital stock; and

      WHEREAS,  WMS and Ovation have, in connection  with the acquisition of WMS
of certain of Ovation's  securities and the extension of certain obligations due
to WMS by  Ovation,  agreed that WMS will  obtain and retain  license  rights to
certain Ovation's technology on the terms set forth herein.

      NOW  THEREFORE,  inconsideration  of the  premises  and good and  valuable
consideration,   the  receipt  and  sufficiency  of  which  is  hereby  mutually
acknowledged, WMS and Ovation further agree as follows:

      1. GRANT.  If products based on Ovation's  technology but not then pursued
by Ovation or its partners are  conceived by WMS or its  designee,  Ovation will
grant  WMS an  exclusive  license  for the  development,  manufacture,  sale and
distribution  of such  products  on  terms  and at  royalties  similar  to those
contained in the License Agreement of even date.

      2. SUCCESSORS AND ASSIGNS.  This Agreement shall be binding upon and shall
inure to the  benefit  of and be  enforceable  by the  parties  hereto and their
respective successors and assigns.

      3. NOTICES. All notices,  requests and other  communications  provided for
herein  shall be in writing  and shall be deemed to have been made or given when
delivered,  or mailed postage prepaid, to each party at its address first stated
above or such other address as such party may hereafter specify for such purpose
by notice to the other party referred to above.

      4. AMENDMENTS AND WAIVERS. Any provisions of this Agreement may be amended
or waived if, but only if, such  amendment or waiver is in writing and is signed
by Ovation  and WMS.  No failure  or delay by Ovation or WMS in  exercising  any
right, power or privilege hereunder shall operate as a waiver thereof, nor shall
any single or partial  exercise  thereof  preclude any other or further exercise
thereof or the exercise of any other right, power or privilege.

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      5.  GOVERNING  LAW. This  Agreement  shall be governed by and construed in
accordance with the law of the State of Massachusetts.

      6.  ENTIRE  AGREEMENT.  This  Agreement  constitutes  the full and  entire
understanding  and  agreement  between  the  parties  with regard to the subject
hereof and thereof and supersedes any previous  agreement among the parties with
respect to such subject matter.

      IN WITNESS WHEREOF, the parties have duly executed this Agreement, each by
its duly  authorized  representative,  under seal, as of the date and year first
above written.

                                                    OVATION PRODUCTS CORPORATION

                                                    By: /s/ William E. Lockwood
                                                        ------------------------
                                                        Title: President and COO


                                                    WMS FAMILY I LLC

                                                    By: /s/ Wilfred M. Sherman
                                                        ------------------------
                                                        Wilfred M. Sherman