Exhibit 10.8

                           RESTATED LICENSE AGREEMENT

      LICENSE  AGREEMENT  made  this  30th day of  June,  2004  between  OVATION
PRODUCTS  CORPORATION,  a  Delaware  Corporation  with  principal  offices  at 6
Southgate Drive, Nashua, NH 03062 (hereinafter  "Ovation") and WMS FAMILY I LLC,
a Delaware limited  liability company with principal offices at 285 Commandant's
Way, Chelsea, Massachusetts 02150 (hereinafter "WMS").

      WHEREAS,  on August  21,  1997 the  predecessors  in  interest  of each of
Ovation  and WMS  entered  into a  license  agreement  and a "Rider  to  License
Agreement" for the  manufacturing  and selling of a countertop and  undercounter
distiller to be used for purified  water in the home within the  "Territory"  as
defined therein (collectively the "1997 License"); and

      WHEREAS, the parties now wish to amend and restate the 1997 License;

      NOW, THEREFORE, the parties have agreed as follows:

1.    DEFINITIONS: For purposes of this Agreement:

      "Breadboard  Prototype" shall mean a working engineering  prototype of the
      Product,  not yet designed for consumer packaging,  but with components of
      appropriate  size for the Products laid out as a unit producing the number
      of gallons of distilled  water per hour  specified for the Products at the
      electric consumption specified for the Products.

      "Commencement  Date" shall have the meaning  given that term in Section 13
      hereof;

      "CSA" means Canadian Standards Association;

      "Exclusive  Territory" means the residential  market in the United States,
      Canada and Mexico;

      "Marketable  Products" means Products that can be readily manufactured for
      a price of $75.00 (USD) or less, FOB Boston,  in quantity  sufficient (but
      not excessive) to allow Sales permitting WMS to reach the royalty minimums
      set forth herein;

      "Non-exclusive Territory" means all markets in the entire world except for
      the Exclusive Territory;

      "Patent Countries" shall mean the United States,  Canada,  Mexico, Peoples
      Republic  of China,  India  and each  country  from time to time  granting
      Ovation patent (or similar) protection to the Proprietary Rights

      "Products"  means  countertop  and  undercounter  or other  "point of use"
      distillers designed for residential use capable of purifying approximately
      3  gallons  per  hour or less of water  with  electricity  operating  cost
      targeted at four cents per gallon;

      "Proprietary  Rights" means any patent or patent  application  relating to
      the Product or to any Ovation technology and any trademark of Ovation;

      "Sales" (and if singular,  "Sale")  shall have the meaning given that term
      in Section 8.A. hereof;

      "Specifications"  means those  technical  details that Ovation  reasonably
      identifies  to  WMS  as  being   necessary  or  useful  to  the  efficient
      manufacture or operation of the Products, and/or necessary for the success
      of any planned patent application  related to the technology and design of
      the Products;


                           Restated License Agreement
                                  Page 1 of 10

<PAGE>

      "Technical   Information"  means  all  technical  information,   including
      drawings,  Specifications,   patents,  patent  applications,   information
      relating to research and development, developments,  improvements, methods
      and processes,  know-how, drawings,  blueprints,  specifications,  product
      briefs, algorithms, computer programs and software,  compositions,  works,
      concepts, designs, ideas, prototypes,  models, samples, screens, molds and
      dies from time to time in Ovation's  possession or control  related to the
      Products;

      "Territory" means the Exclusive Territory and the Non-exclusive Territory;
      and

      "Triggering License" shall mean any license or assignment of rights of any
      kind  pursuant to which  Ovation  may from time to time grant  licenses of
      certain   technology,   expertise,   patents,   trade   secrets  or  other
      intellectual  property  rights to third  parties or to joint  ventures  in
      which it participates.

      "UL" means Underwriter Laboratories, Inc.

2. LICENSE FOR SALE AND MANUFACTURE OF THE PRODUCT: WMS is granted the right and
license to manufacture,  have manufactured,  use, market, distribute and/or sell
and  sub-license the sale,  distribution  and manufacture of the Products in the
Territory,  such  rights  to  be  exclusive  in  the  Exclusive  Territory.  WMS
represents that it has the knowledge and expertise  necessary to manufacture the
Products described herein.

3.  TERRITORY:  Ovation hereby agrees that neither it, nor any other person will
appoint any other  distributor or agent to engage in the sale or distribution of
the  Products to  customers  in the  Exclusive  Territory,  nor will any of such
persons  solicit or approach any person within the  Exclusive  Territory for any
purpose  related to the sale,  purchase,  use, or  distribution of the Products,
including,  but not limited to, soliciting  orders of the Products,  for its own
account or for the  account of any party  other than WMS during the term of this
Agreement.  Ovation shall  protect  WMS's rights in the  Exclusive  Territory by
prohibiting  any other  licensee  from  exporting  from any country  outside the
Exclusive  Territory  into the Exclusive  Territory.  Ovation shall also refrain
from making direct or indirect sales into the Exclusive Territory.

4.1. INFORMATION AND START-UP OF MANUFACTURE:

      A. Ovation will use its best efforts, within the context of its financing,
      to finalize and develop the technology  using its most current  technology
      to  allow  WMS  to  initiate  manufacturing  engineering  and  testing  of
      Marketable Products. Ovation will use its best efforts, within the context
      of its  financing,  to deliver to WMS, as soon as reasonably  possible,  a
      Breadboard  Prototype and a proposed first draft of  engineering  drawings
      for a pre-production  unit sufficient to obtain a manufacturing  quote and
      (with life-testing) obtain UL and CSA approval.

      B. Ovation will supply to WMS copies of all Technical Information promptly
      upon execution hereof.  Ovation hereby represents and warrants to WMS that
      it owns all right, title and interest in and to the Technical  Information
      and the innovative  technology being developed by it, and that immediately
      upon the filing of any  application  for a patent or patents  thereon,  it
      shall have full  right,  title and  interest,  free of any claims from the
      inventors or any third parties,  to grant,  and will grant, WMS a security
      interest  in each and every  such  patent  application  and the  resulting
      patent pursuant to that certain  Security  Agreement dated August 21, 1997
      between the parties or their predecessors in interest.  Ovation represents
      and warrants that any Technical Information supplied hereunder is free and
      clear of all liens, encumbrances and claims to title and does not infringe
      on the rights,  title or interests  of any third party.  In the event that
      any third party makes a claim that WMS's manufacture,  use, or sale of any
      Products  or,  access  or  use  of  the  Technical   Information  supplied
      hereunder,  infringes upon its rights,  Ovation shall indemnify and defend
      WMS as provided in paragraph 9.


                           Restated License Agreement
                                  Page 2 of 10

<PAGE>

      C. WMS further  represents  that it if it elects to complete the design as
      provided  below in Section  4.2,  it shall  make  every good faith  effort
      adequate  to  complete  the  design  of  the  Products   (including  "life
      testing"),  and if it elects to await Ovation's  completion of the design,
      Specifications,  etc., but to manufacture or contract for the  manufacture
      of the Products as provided  below,  it shall make every good faith effort
      adequate   to   manufacture   such   Products  in   accordance   with  the
      Specifications  when  Ovation  has  developed  and  delivered  to WMS  the
      Breadboard  Prototype and a proposed first draft of  engineering  drawings
      for a pre-production unit.

      D.  Notwithstanding  anything to the contrary  herein  contained,  WMS may
      submit  proposed  alterations  to the  Specifications  for the  purpose of
      improving the technology, marketability,  efficiency or consumer appeal of
      the Product.  Ovation shall review such  modifications  within 20 business
      days (and such  alterations  shall  become a part of the  "Specifications"
      from and  after the 20th  business  day)  unless  such  modifications  (i)
      infringe on  proprietary  rights of a third party;  or (ii) are reasonably
      deemed by Ovation to increasing the danger to users of the Products (which
      objection shall be moot if the Product as altered receives the approval of
      UL).

      E. The Technical  Information shall, at all times,  remain the property of
      Ovation  and shall be  returned  by WMS to Ovation  immediately  after the
      termination or the expiration date of this Agreement.

      F.  In  the  development   and  transfer  of  the  prototypes,   drawings,
      Specifications  and Technical  Information  to WMS,  Ovation shall use its
      best  efforts  to  enable  WMS to  manufacture  Marketable  Products.  WMS
      guarantees  Ovation it will manufacture the Products to the Specifications
      as modified pursuant to Paragraph D of this Section 4.1 (within reasonable
      commercial  tolerances)  if the  Products are  Marketable  Products at the
      Specifications.

      G. From time to time at reasonable times, Ovation shall allow personnel of
      WMS to visit  the plant  and  facilities  of  Ovation  and its  affiliated
      companies  for the purpose of obtaining  the  assistance  of its and their
      personnel in  explaining  the  practices  and  expertise of Ovation in the
      development and testing of the Products;  and render such other assistance
      to WMS as may reasonably be necessary or advisable.

4.2. DEVELOPMENT BY WMS.

      A. At any time WMS may commence  development of the  Breadboard  Prototype
      and  manufacturing  engineering  drawings of the  Products  upon notice to
      Ovation that it wishes to do so. If WMS determines to commence development
      of the Breadboard Prototype and drawings as provided herein,  Ovation will
      provide all available Technical  Information and other documents to WMS as
      he or it may reasonably  anticipate are useful to speed the development of
      the prototype,  and Ovation will further use its best efforts,  within the
      context of its financing, to provide such engineering assistance to WMS as
      he or it may reasonably  anticipate are useful to speed the development of
      the prototype and drawings. Upon such notification by WMS, Ovation will no
      longer be required to deliver the  prototypes  and  drawings  described in
      Section  4.1.A.  or  obtain UL and CSA  approval.  Upon  such  event,  any
      reasonable  verified  expenses  incurred  by WMS  for the  development  of
      Ovation  technology  for  the  prototype  and  drawings   (excluding  mass
      production  tooling) and/or the costs for testing  reasonably  related to,
      and  obtaining,  UL  and/or  CSA  approvals  (if WMS shall  elect,  in the
      exercise  of its sole  discretion,  to  pursue  such  approvals),  at WMS'
      option,  shall be either (i) credited  against  amounts  otherwise  due to
      Ovation from WMS hereunder regardless of when such amounts shall come due;
      or (ii)  paid by  Ovation's  issuance  to WMS of that  number of shares of
      Ovation Common Stock as such amount would purchase at the then most recent
      market  price  per  share  for  such  Common  Stock,  as  determined  in a
      reasonable  manner in good faith based on then recent  sales of  Ovation's
      securities. Any patent technology,  know how, proprietary process or other
      improvements  to  the  Ovation's  technology  or  the  manufacture  of the
      Products  resulting from WMS' or its designee's  efforts in developing the


                           Restated License Agreement
                                  Page 3 of 10

<PAGE>

      technology for the manufacture  will be made available to Ovations for its
      use free of charge or license fee.

      B.  In all  events,  if WMS  shall  so  choose  at any  time  to  purchase
      materials, parts or the Products from Ovation, it may do so (provided that
      Ovation is in the  business  of selling the same) on the price and payment
      terms set forth in that certain Distribution Agreement between the parties
      dated August 21, 1997, as amended. This provision shall survive the breach
      or other  termination  of this  License,  and  shall  continue  until  the
      expiration of the Distribution Agreement.

      C.  In all  events,  if WMS  shall  so  choose  at any  time  to  purchase
      engineering services,  materials, parts or the Products from Ovation which
      are not covered in the Distribution  Agreement or other  agreements,  then
      Ovation and WMS will  negotiate in good faith to reach  agreement  for the
      purchase of such services,  materials,  parts or Products, but in no event
      shall WMS be obligated to pay a higher  hourly charge than the lowest rate
      charged by Ovation to any other customer or client;  provided however that
      if any such  services,  materials or parts are related to any  application
      for UL or CSA approval, Ovation shall charge WMS only its direct costs for
      such services, materials or parts.

5. SUBLICENSES BY WMS. Except as otherwise  specifically  provided in Section 15
hereof,  WMS  shall  have the  right to  sub-license  any and all of its  rights
hereunder to any party,  subject only to Ovation right to review and approve the
sub-licensee,  such  approval  not  to  be  unreasonably  withheld,  delayed  or
conditioned,  provided  further that the royalties due hereunder with respect to
any sales by any such sub-licensees  shall be based upon the Sales (as that term
is defined in Section 8 hereof) by the  sub-licensee  as though  such sales were
made directly by WMS.

6. WARRANTY.

      A. WMS shall accept and assume  liability for any and all warranty  claims
      for the  Products  based  upon  quality,  workmanship  and all  design  or
      manufacturing   decisions  reflecting   specifications  not  developed  or
      approved  by  Ovation  (or deemed  approved  pursuant  to  Section  4.1.C.
      hereof).  WMS shall  extend  in  writing  to each  customer  the  standard
      warranty  remedy of repair or  replacement of any Product deemed by WMS to
      be defective.

      B. Ovation shall be liable for any and all warranty  claims based upon the
      design of the Products and specifications developed or approved by Ovation
      (or deemed approved pursuant to Section 4.1.C.  hereof). WMS shall, in the
      event of such a claim, immediately provide notice of such claim to Ovation
      and Ovation shall negotiate such claim directly with said customer.

      C. Ovation  warrants that the design and  manufacture of the Products does
      not infringe upon the rights, title or interests of any third party.

7. PROMOTION AND SALE.

      A. All the advertising and promotional costs, such as brochures, leaflets,
      exhibition participation and documentation referring to the Products to be
      utilized in the Territory, will be borne by WMS.

      B. For advertising  and promotional  materials to be utilized in common by
      both WMS and Ovation, the parties shall agree, in advance, upon the method
      of apportionment.

      C. The parties  hereto shall try to mutually keep the other party informed
      of happenings in their respective markets for the Products;  including the
      major events,  technical and scientific  questions raised by customers and
      the position of competitors.


                           Restated License Agreement
                                  Page 4 of 10

<PAGE>

8. ROYALTIES.

      A. For purposes of this ARTICLE 8 AND ARTICLE 11:

            (i) "Sales" shall mean all revenues  received by WMS or any licensee
      on account of sales of the Products, net of credits and returns granted to
      customers,  customs duties,  sales taxes,  shipping and transportation (if
      invoiced  separately)  and  value-added  taxes (if any)  applicable to the
      Products.  A  Product  will  be  considered  sold  and  includable  in the
      calculation of the quarterly royalty payment due to Ovation upon WMS's (or
      any sub-licensee's)  receipt of full payment from the party purchasing the
      Products.

            (ii) A "year'  shall be the twelve month  period  commencing  on the
      first  day  of  the  month  following  the  Commencement   Date  and  each
      anniversary thereof:

      B. As a condition of  maintaining  the  exclusivity  of this License,  WMS
      agrees to pay and shall make minimum  royalty  payments  within 45 days of
      the end of each calendar quarter of:

            1.  Six  percent   (6%)  of  the  first   twenty   million   dollars
      ($20,000,000.00) of Sales by WMS per year.

            2. Five percent (5%) for twenty million one dollars ($20,000,001.00)
      to seventy  million  dollars  ($70,000,000)  of Sales inclusive by WMS per
      year.

            3. Four  percent  (4%) of all Sales  over  seventy  million  dollars
      ($70,000,000.00) of sales by WMS per year.

      C. In any event,  as a condition of  maintaining  the  exclusivity of this
      License  in the  Exclusive  Territory  , WMS must pay to  Ovation  minimum
      royalties of no less than:

            (1) fifty thousand  dollars  ($50,000.00)  for the first year of the
      production and distribution of Products by WMS;

            (2) seventy-five  thousand dollars  ($75,000.00) for the second year
      of the production and distribution of Products by WMS;

            (3) one hundred thousand dollars ($100,000.00) for the third year of
      the production and distribution of Products by WMS; and

      (4) an  amount  equal to an  increase  of  $25,000  per year for each year
      subsequent  to the  royalty  payable  in the third  year (to a maximum  of
      $200,000 per year).

      In the event  that WMS  fails to pay the  minimum  royalties  set forth in
      clauses 1, 2, 3 and 4 above within 45 days of the end of each year period,
      Ovation  will have the  option,  exercisable  during the  ninety  (90) day
      period  following  the  completion  of the year with respect to which such
      failure  occurred,  to  convert  the  exclusive  license  agreement  to  a
      non-exclusive  agreement  effective ninety (90) days following WMS receipt
      of written notice thereof from Ovation.

      G.  Notwithstanding  anything to the contrary  contained in ARTICLE 6.B OR
      THIS ARTICLE 8, the  schedule for payment of Royalties  shall be such that
      each  quarterly  payment (if any) shall be due within 45 days of the close
      of each calendar quarter commencing with the Commencement Date.

      H. If WMS fails to make payments due on a timely basis (within  forty-five
      (45) days  following the end of any quarterly  period) more than two times
      per year or fails to make a payment  within 45


                           Restated License Agreement
                                  Page 5 of 10

<PAGE>

      days of written notice by Ovation of failure to pay,  whether acting under
      an exclusive  or a  non-exclusive  licensing  agreement  pursuant  hereto,
      Ovation will have the right to terminate the License,  exercisable  during
      the sixty  (60) day  period  following  the  second  such  failure or such
      written notice;  provided however that it shall NOT be deemed a failure to
      make  payment  hereunder if WMS tenders  such  payments as are  materially
      consistent  with  its  quarterly   reports,   notwithstanding   subsequent
      adjustments  and  payments  are  thereafter  made  pursuant  to Section 11
      hereof. Such termination shall be effective ninety (90) days following WMS
      receipt of written notice of such termination from Ovation.

9. INDEMNIFICATION.

      A.  During  the Term of the  Agreement  and for two  years  following  the
      termination  of the  Agreement,  WMS shall not dispute or challenge in any
      way the validity of any of Ovation's Proprietary Rights.

      B. WMS shall  immediately  notify Ovation of any  infringement  within the
      Territory  of the  Proprietary  Rights or of any case of unfair or illegal
      competition  that  comes  to  WMS's  knowledge.  Ovation  shall  take  the
      necessary  measures  to  protect  the  Proprietary  Rights  in the  Patent
      Countries.  WMS shall assist and  cooperate  with Ovation if such measures
      are  taken by  Ovation.  The  entire  cost of such  action  shall be borne
      exclusively by Ovation.  If Ovation does not pursue such action, or if WMS
      does not  receive  notice  that  Ovation  will do so within 30 days of its
      learning of the possible infringement, then WMS only recourse shall be the
      right to proceed  against the  infringers  at its own expense in Ovation's
      name,  in which  event it shall be  entitled  to  collect  and  retain all
      damages awarded to it or Ovation in such action.

      C. Ovation and WMS agree that during the Term of this  Agreement,  WMS may
      request that Ovation take such steps as are  appropriate  to obtain patent
      protection  in any country or political  subdivision  in the  Territory in
      which  WMS  has a plan to sell  the  Products.  If  Ovation,  in its  sole
      discretion,  shall  agree  within  60  days  to  prosecute  such a  patent
      application,  WMS shall  assist  Ovation in making such  applications,  at
      Ovation's  cost,  to the extent that such  participation  or assistance is
      necessary  or  desirable.  If  Ovation  shall not agree to  prosecute  the
      requested  patent,  WMS may do so at its own  expense,  and Ovation  shall
      assist  WMS  in  making  such  applications,   to  the  extent  that  such
      participation  or assistance is necessary or desirable.  If WMS shall bear
      the costs of any such efforts, WMS shall receive a credit for all expenses
      reasonably  incurred in the  prosecution and defense of the patent and any
      Proprietary  Rights  against  Royalties to due or to become due to Ovation
      hereunder arising from Sales in the country(s) or political subdivision(s)
      in which such prosecution or defense is effective.

      D. Ovation will defend at its own expense, indemnify and hold harmless WMS
      and its officers and agents,  from and against all  liability of any kind,
      including damages,  costs and expenses  (including  reasonable  attorneys'
      fees and  accountants'  fees) incurred with respect to any suits or claims
      made or instituted against it or WMS by any third person claiming that the
      Proprietary   Rights  used  in  the  Products  in  the  Patent   Countries
      constitutes  an  infringement  of  patent  rights  or  other  intellectual
      property  rights held by such third  person,  or alleging or claiming that
      personal or  financial  injury has been  suffered due to the design of the
      Products (unless directly  attributable to WMS' failure to manufacture the
      Products in  accordance  with the design or  specifications  developed  or
      approved by  Ovation),  upon notice  thereof from WMS. WMS may appoint its
      own  legal  counsel  to  represent  its  interest  in said suit at its own
      expense,  but such  appointment  shall not  diminish  the  obligations  of
      Ovation.

10.  APPROVALS OF OVATION'S  PRODUCTS IN THE  TERRITORY.  All the various tests,
reports,  applications  and  administrative  works necessary to be conducted for
obtaining the registration and approval of the Products in all or any portion of
the Territory, including full UL and CSA, or other equivalent,  approval, may be
performed and paid for by either party,  and each shall permit the other to rely
on such  approvals  to the extent  permitted  by the  issuing  agency,  PROVIDED
HOWEVER that if WMS shall obtain such  approvals,  then WMS shall be entitled to
and may take a credit for all costs reasonably


                           Restated License Agreement
                                  Page 6 of 10

<PAGE>

incurred  in such  process  against  any  royalties  then or later  due  Ovation
hereunder  for Sales in the  country or  territories  in which such  approval is
effective.  Ovation  shall  deliver to WMS, and WMS shall have the right to use,
all  updated  technology  developed  for any  purpose by Ovation  after  initial
delivery of design and Specifications for the Products.

11. BOOKKEEPING; AUDITS

      A. WMS shall  maintain,  on a current basis,  customary  business  records
      showing  the  manufacture  and Sale of any  Product.  In any  event,  such
      records  shall be in  sufficient  detail to enable  Ovation  to verify the
      calculation  and payment of the Royalties.  For purposes of this paragraph
      A,  "sufficient  detail"  shall mean that such records  shall at a minimum
      contain  the  number  of  units  of  Product  sold  (whether  by WMS,  its
      Affiliates  or any  sub-licensee),  and the  resulting  Sales.  WMS  shall
      maintain such records for two (2) years following the sales of any Product
      or the termination of the License.

      B. During the License  and for a period of two (2) years  thereafter,  WMS
      agrees to permit  Ovation's  qualified  representatives  to have access no
      more often than  semi-annually  (twice per year) each calendar year during
      WMS's  ordinary  business hours to examine such records as are required to
      be maintained by WMS, and to make  extracts and copies  thereof,  for such
      period of time as may be necessary, in the opinion of such representative,
      to  determine  the  correctness  of any report or payment  made under this
      Agreement;  provided,  however,  that in the event of a termination of the
      License,  Ovation's  right to audit WMS's records shall  terminate two (2)
      years after such  termination  date. If the audit reveals a discrepancy in
      Ovation's  favor of five percent (5 %) or more, then the costs incurred by
      Ovation in making such  inspection  shall be paid by WMS. Such  accountant
      shall  maintain in  confidence,  and shall not  disclose  to Ovation,  any
      information  concerning  WMS or its  operations or  properties  other than
      information  directly  relating  to the  correctness  of such  reports and
      payments.  Information  concerning  WMS and  its  operations  received  by
      Ovations  from  such  audits  shall be  considered  the  confidential  and
      proprietary  information  of WMS, use and disclosure of which are strictly
      prohibited  except for the express  purposes  set forth in this Article 11
      and in connection with any litigation  between the parties with respect to
      this Agreement.

12. CONFIDENTIALITY.

      A. Both parties undertake to maintain the  confidentiality  with regard to
      all  procedures,   manipulations  and  know-how  in  connection  with  the
      manufacturing procedures of the Products,  except and until such processes
      are disclosed as part of any patent applications.

      B. No  part or  whole  of the  technology  and  know-how  acquired  in the
      execution  of the work  under  this  Agreement  shall be  subject to sale,
      export or  transfer  by any  means by WMS  except  as  otherwise  provided
      herein.

      C. The parties further agree to keep secret any procedures,  manipulations
      and   technical   know-how   they  might   acquire   during  their  mutual
      collaboration.

      D. WMS will not have the know-how and  manufacturing  procedures which are
      covered by the present Agreement transferred to any third party, except as
      defined hereinbelow in Paragraph 12E or as otherwise provided herein.

      E. WMS may from time to time  enter into one or more  sub-licenses  of the
      rights   granted   hereunder,   and/or   contract  with   assemblers   and
      manufacturers  to have the Products  manufactured,  provided  that in each
      such case WMS shall make good faith  efforts to ensure that any such third
      party agrees to maintain the information  conveyed hereunder in accordance
      with  the  provisions  of this  Agreement.  WMS will  not  enter  into any
      sublicense or contract that will reduce  payments that otherwise  would be
      payable to Ovation if WMS had directly made the sale of Products.


                           Restated License Agreement
                                  Page 7 of 10

<PAGE>

13.  DURATION.  The initial term of this  License  during which WMS may sell the
Products  hereunder,  shall  be  for a  period  extending  for  five  (5)  years
commencing on the first day of the month immediately following the date that WMS
commences  shipments of production (not prototype) Products (such time being the
"Commencement  Date").  This  Agreement  shall  be  effective  immediately  upon
signing, but WMS shall have no right or obligation to sell the Products prior to
the Commencement Date.

14. TERMINATION.

      A. The term of this Agreement  shall be for an initial five (5) year term,
      and continue from year to year  thereafter,  unless earlier  terminated by
      Ovation on six months written notice to WMS due to WMS' material breach or
      failure to comply with any  material  provision  hereof,  which  breach or
      failure continues for a period of thirty (30) days after WMS' receipt from
      Ovation of written notice specifying such failure or breach, unless WMS is
      diligently  proceeding  to  cure  the  same  and  continues  to  do  so to
      completion  of the cure;  or by WMS on six (6)  months  written  notice to
      Ovation at any time after this  License  has become  non-exclusive  in the
      Exclusive  Territory in accordance with its terms. The termination of this
      Agreement  shall not terminate any  obligation to pay royalty  payments if
      such  obligation  was  incurred  prior  to  the  effective  date  of  such
      termination.

      B. Prior to December 31, 2005,  WMS may terminate this Agreement on 30 day
      prior written notice, and upon such termination,  Ovation will issue WMS a
      five-year  warrant to purchase 30,000 shares of Ovation common stock at an
      exercise price of $5.00 per share.

      C. Upon the Termination of this Agreement,  for whatever cause,  WMS shall
      immediately turn over to Ovation all blueprints,  manufacturing  documents
      and drawings  concerning the Products,  upon completion of the manufacture
      of  all  Products.   Provided  that  the  Products  then  conform  to  the
      Specifications, or Ovation has approved all deviations as herein provided,
      Ovation will be responsible for all technical support and warranty repairs
      in the  Territory  after  the  effective  date  of any  such  termination.
      Notwithstanding  anything  to  the  contrary  contained  in  this  License
      explicitly  or  implicitly  to  the  contrary,   upon  the  expiration  or
      termination hereof for any reason,  WMS may sell off existing  inventories
      of Products on a non-exclusive  basis,  for a period of one hundred eighty
      (180) days,  and  thereafter  unless  Ovation  shall elect to purchase all
      remaining  Products  at WMS' cost,  in all cases  subject to all the other
      terms and conditions hereof.

      D. Termination of this Agreement shall constitute the automatic assignment
      of all  continuing  sublicense  agreements  entered  into by WMS under the
      terms of this Agreement to Ovation as direct licensor.

15.  TRIGGERING  LICENSES.  Upon each  occasion  that a  Triggering  License  is
executed,  Ovation  shall be deemed to have  offered a license  to WMS (the "WMS
License") upon terms identical to the Triggering License except that:

      (i)   WMS shall  have the right and  option,  but not the  obligation,  to
            elect to sub-contract the manufacture  and/or development of any and
            all tangible items pursuant to the WMS License, and may grant a full
            sub-license  only to those  entities  which WMS or its successors or
            assigns  (i)  hold  a  partnership  interest  or  (ii)  directly  or
            indirectly  control,  are controlled by, or are under common control
            with, in lieu of all provisions relating to sub-license rights under
            the Triggering License; and

      (ii)  WMS shall be  obligated  to make all royalty and other  payments due
            with respect to sales of any products, but shall not be obligated to
            pay any  engineering  or other  reimbursement  costs  due  under the
            Triggering  License.  Any and all advances against payments due from
            WMS


                           Restated License Agreement
                                  Page 8 of 10

<PAGE>

            hereunder may, at WMS' option, be amortized over the longer of three
            years or the period set forth in the Triggering License.

Promptly upon execution of any Triggering License,  Ovation shall deliver to WMS
a certified copy thereof, and all intellectual  property and all patent,  patent
applications,  studies,  prototypes,  mock-ups,  drawings and similar materials,
whether tangible or intangible,  to be provided under the Triggering  License or
previously  provided  to  the  licensee  under  the  Triggering  License  or any
affiliate thereof (the  "Deliverables").  In each case, WMS shall have the right
to examine and test the Deliverables, and the option, but not the obligation, to
accept such license.  This provision is intended to allow WMS full access to all
Ovation's  technology,  and to allow WMS or his  licensees  to sell all tangible
products based on Ovation technology made available to any party during the term
hereof;  in all  instances  Ovation will execute and deliver to WMS such further
documents, instruments, assignments and other writings, and will do such further
acts,  as WMS shall  reasonably  request  to  preserve  and  protect  the rights
intended  to be  granted  hereunder  and to carry  out to its  satisfaction  the
transactions contemplated by this Agreement.

16. ENTIRE  AGREEMENT AND AMENDMENT.  The terms and conditions  herein contained
constitute the entire Agreement  between the parties and amends the 1997 License
in its  entirety  and all  previous  communications,  whether  oral or  written,
between the parties  hereto with  respect to the  subject  matters  hereof.  All
references  to the 1997  License  in any other  document  executed  between  the
parties or their  predecessors  in interest  shall  hereinafter  be deemed to be
references to this agreement).  This Agreement shall not be altered, modified or
supplemented except with the prior written approval of the parties hereto.

17. BINDING EFFECT.  This Agreement shall be binding upon and shall inure to the
benefit of the parties,  and their successors and assigns,  and any successor to
all or  substantially  all of its assets or  business  to which  this  Agreement
relates; provided, however, that no assignment shall relieve the assigning party
of its obligations hereunder

18. NOTICES. All notices,  requests, demands and other communications under this
Agreement  or in  connection  therewith,  shall  be  given  to or made  upon the
respective parties hereto as follows:

      If to Ovation: to:         Ovation Products Corporation
                                 6 Southgate Drive
                                 Nashua, NH 03062; and

               With a copy to:   _____________________
                                 _____________________
                                 _____________________
                                 _____________________

      If to WMS, to:             Wilfred M. Sherman
                                 WMS Family I LLC
                                 285 Commandant's Way
                                 Chelsea, Massachusetts 02150

               With a copy to:   John F. Bradley II, Esq.
                                 Donovan Hatem LLP
                                 Two Seaport Lane
                                 Boston, MA 02110

or such other  addresses  as any of the parties  hereto may specify by notice to
the other in  writing.  All  notices  and other  communications  required in the
performance of this  Agreement  shall be deemed fully informed and valid if made
in writing by registered mail.


                           Restated License Agreement
                                  Page 9 of 10

<PAGE>

19.  APPLICABLE LAW AND  JURISDICTION.  This Agreement is subject to the laws of
the State of New Hampshire and any litigation  resulting from its interpretation
or execution  shall be submitted  to the  competent  courts of said State of New
Hampshire.

20. INDEPENDENT CONTRACTORS. The relationship of WMS to Ovation shall be that of
independent  contractors,  and  neither  the  making  nor  performance  of  this
Agreement  shall be construed in any manner as  establishing  a joint venture or
partnership or the like. Neither WMS or Ovation, nor the employees or either are
the legal  representatives  of the other  for any  purpose  and have no power or
authority to represent, act for, bind or commit the other.

21.  ADVICE  OF  COUNSEL.  EACH  PARTY  ACKNOWLEDGES  THAT,  IN  EXECUTING  THIS
AGREEMENT,  IT HAS HAD THE  OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT  LEGAL
COUNSEL,  AND HAS READ AND  UNDERSTOOD  ALL OF THE TERMS AND  PROVISIONS OF THIS
AGREEMENT.  THIS AGREEMENT SHALL NOT BE CONSTRUED AGAINST ANY PARTY BY REASON OF
THE DRAFTING OR PREPARATION HEREOF.

      IN WITNESS WHEREOF, the parties have executed this Agreement under seal as
of the ____ day of June, 2004, each by its duly authorized representative.

Ovation Products Corporation                     WMS Family I LLC


By:    /s/ William E. Lockwood                   By:    /s/ Wilfred M. Sherman
    ---------------------------                      ---------------------------
    Name:  William E. Lockwood                       Name:  Wilfred M. Sherman
    Title: President and COO                         Title: Manager


                           Restated License Agreement
                                  Page 10 of 10