<PAGE>   1
                                                                   EXHIBIT 10(e)


                               TRANSFER AGREEMENT

     Agreement made November 15, 1999, between Recycling Centers of America,
Inc., a Colorado corporation, hereinafter called "RCAI" and Steve Madsen of
11718 South Brisbane Drive, Sandy, Utah, and John D. Ewing of 7339 Shoreham
Place, Castle Rock, Colorado, hereinafter called "Sellers."

     1.   Effective November 15, 1999. The Sellers hereby assign and transfer
          to RCAI all of their rights, duties, and obligations under that
          certain Agreement dated December __, 1999, between Sellers and Brody
          Special Projects Company ("Agreement"). RCAI hereby agrees to assume
          all duties and obligations of the Sellers under the Agreement, and
          agrees to indemnify and hold Sellers harmless from all payment
          obligations described in paragraphs 1 and 2 of the Agreement. All
          accounts receivable, contract rights, and other benefits and
          obligations arising from transactions effected by Sellers with any of
          the assets, tangible or intangible, acquired by Sellers under the
          Agreement. Prior to December 14, 1999, shall be assigned and
          delivered to RCAI on December 14, 1999 except as noted as follows;
          net fees from PallSep pilot work at West Food Farms, Safeway, Dairy
          Farmers of America, Pepsi Cola General Bottlets and Leprino Foods
          will pass directly to Steve and John. Assignment is made with all
          assets in as is condition without representation or warranty of any
          kind. RCAI acknowledges the need for consent from New Logic
          International and Pall Corporation for transfer of OEM agreements.

     2.   In consideration of the assignment provided for in paragraph 1,
          above, RCAI shall issue and pay to the Sellers the following:

     (a)  RCAI shall issue stock options in the amount of 50,000 shares each,
          to Steve Madsen and John Ewing. Said options shall be exercisable for
          a term of 5 years from the date of this agreement, at an exercise
          price of $0.40 per share. Provisions for these options shall be
          similar to the option conditions provided in the employment
          agreements for Steve and John.

     (b)  RCAI shall issue stock options in the amount of 200,000 shares each,
          at an exercise price of $0.40 per share, to Steve Madsen and John
          Ewing. Said options are to be performance based and will be issued in
          50,000 share lots for each $4,000,000 of gross sales accomplished by
          the membrane filtration division of RCAI. This provision will be in
          force for 5 years from the date of this agreement and will be subject
          to option conditions similar to those provided in the employment
          agreements for Steve and John.

     (c)  RCAI agrees to pay Steve Madsen the sum of $36,800 over a six-month
          period in six equal increments of $6,133 beginning January 15, 2000
          and on the 15th of each subsequent month until the full sum is paid.

     3.   On or before January 30, 2000, RCAI shall appoint John Ewing to the
          board of RCAI.


/s/  BRUCE SELK                              /s/  STEVE MADSEN
-------------------------------              -------------------------------
Bruce Selk/CEO RCAI                          Steve Madsen


                                              /s/  JOHN EWING
                                              -------------------------------
                                              John Ewing
<PAGE>   2
                                   AGREEMENT


December 23, 1999

In consideration for transferring the agreements between John Ewing and Steve
Madsen with Brody Special Projects Company, Recycling Centers of America, Inc.
agrees to assume the obligations of the Promissory Note dated December 30, 1999
from Brody Special Projects.


                                /s/  BRUCE SELK
                         ------------------------------
                                Bruce Selk, CEO
                          Recycling Centers of America
                                4374 Imerial Way
                               Provo, Utah 84604

<PAGE>   3

                                ESCROW AGREEMENT

     THIS ESCROW AGREEMENT is made and entered into as of January __, 2000, by
and among Steve Madsen and John D. Ewing (collectively the "Purchaser"); Brody
Special Projects Company, a Utah Corporation ("Seller"); and Lehman, Jensen &
Donahue, L.C., as escrow agent (the "Escrow Agent").

                                    RECITALS

     WHEREAS, the Purchaser and the Sellers have entered into the Agreement
dated December __, 1999, ("Purchase Agreement") pursuant to which the Purchaser
agreed to purchase from Seller; certain assets of seller used in the business
of marketing, selling and leasing V-Sep and Pall-Sep systems, including
contract rights to market such systems; and

     WHEREAS, Seller has agreed to deposit certain assets into escrow under the
terms and conditions set forth herein pending payment of the purchase price for
the assets in accordance with the Purchase Agreement;

                                   AGREEMENT

     NOW, THEREFORE, in consideration of the mutual covenants contained herein
and in the Purchase Agreement, and for good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, it is agreed as follows:

     SECTION 1. Escrow Deposit.

          (a)  The Escrow Agent acknowledges receipt of a written assignment
     from Seller to Purchaser of the OEM Agreement between Seller and Pall
     Filtron, Inc., signed by Pall Filtron, Inc., on July 9, 1999, together with
     the written consent to assignment from Pall Filtron, Inc. ("Pall
     Assignment"), and a written assignment/termination from Seller to Purchaser
     of the OEM Agreement between Seller and New Logic International, Inc.,
     dated November 5, 1998 ("New Logic Assignment") and hereby confirms that
     the Pall Assignment and New Logic Assignment (collectively the "Escrow")
     will be held by the Escrow Agent pursuant to Section 3 of this Agreement.

          (b)  The Escrow Agent agrees to hold, administer and disburse the
     Escrow, pursuant to the terms of this Agreement.

     SECTION 2. Rights, Duties and Immunities. (a) Acceptance by the Escrow
Agent of its duties under this Agreement is subject to the following terms and
conditions, which all parties to this Agreement hereby agree shall govern and
control the rights, duties and immunities of the Escrow Agent:

               (i)  The Escrow Agent undertakes to perform such duties and only
          such duties as are expressly set forth herein; the Escrow Agent shall
          not be liable.



<PAGE>   4

     except for the performance of such duties and obligations as are expressly
     set forth herein; and the Escrow Agent shall not be deemed to have any
     knowledge of or responsibility for the terms of any other agreement
     between or among the Sellers, Sellers' Representative, the Purchaser or
     any other party, including, without limitation, the Purchase Agreement.

          (ii) The Escrow Agent shall not be responsible in any manner
     whatsoever for any failure or inability of the Sellers, the Sellers'
     Representative, the Purchaser or any third party, to deliver moneys to the
     Escrow Agent or otherwise to honor any of the provisions  of this
     Agreement, the Purchase Agreement or any other agreement.

          (iii) Purchaser shall, within ten (10) days following demand,
     reimburse and indemnify the Escrow Agent for, and hold it harmless from
     and against, any loss, liability or expense, including but not limited to
     reasonable counsel fees, arising out of or in connection with its
     acceptance of, or the performance of its duties and obligations under
     this Agreement, except for losses, liabilities and expenses caused by the
     willful misconduct or gross negligence of the Escrow Agent. Such costs of
     indemnification shall be borne the Purchaser. The provisions of this
     Section 2(a)(iii) shall survive any termination of this Agreement.

          (iv) The Escrow Agent shall be fully protected in acting on and
     relying upon any written notice, direction, request, waiver, consent,
     receipt or other paper or document which the Escrow Agent believes in good
     faith to have been signed or presented by the proper party or parties as
     provided pursuant to this Agreement.

          (v) The Escrow Agent shall not be liable for any error of judgment,
     or for any act done or step taken or omitted by it in good faith or for
     any mistake of fact or law, or for anything which it may do or refrain
     from doing in connection herewith, except its own willful misconduct or
     gross negligence.

          (vi) The Escrow Agent may seek the advice of legal counsel in the
     event of any dispute or question as to the construction of any of the
     provisions of this Agreement or its duties hereunder, and it shall incur
     no liability and shall be fully protected in respect of any action taken,
     omitted or suffered by it in good faith in accordance with the opinion of
     such counsel.

          (vii) The Escrow Agent makes no representation as to the validity,
     value, genuineness or collectibility of any security, document or
     instrument held by or delivered to it.

     (b)  If a controversy or dispute arises between one or more of the parties
hereto, or between any of the parties hereto and any person not a party hereto,
as to whether or not or to whom the Escrow Agent shall deliver the Escrow or
any portion

                                       2
<PAGE>   5
     thereof or as to any other matter arising out of or relating to the Escrow
     or this Agreement, the Escrow Agent shall, in its sole discretion, have the
     right to (but shall not be obligated to), commence interpleader or similar
     actions or proceedings for determination of such controversy or dispute,
     provided, however, in no event shall the Escrow Agent commence any
     interpleader or similar action or proceeding if it shall have received
     written notice that such controversy or dispute shall have been settled
     pursuant to a written agreement among the parties to such controversy or
     dispute or by a final judgment of a court of competent jurisdiction, not
     subject to further appeal; and provided, further, that notwithstanding the
     commencement of interpleader or similar actions or proceedings, resolution
     of the underlying dispute between Purchaser and Sellers as to payment of
     the Escrow shall be made in accordance with the Purchase Agreement.

          (c)  The Escrow Agent shall also be entitled to reimbursement of any
     other reasonable fees and expenses, including out-of-pocket costs and
     expenses and reasonable attorney's fees incurred by the Escrow Agent
     hereunder. The Purchaser shall be responsible for all of such fees and
     expenses.

     SECTION 3. Release of Escrow. The Escrow Agent shall disburse the Escrow
as follows:

          (a)  If each of the cash payments are made from Purchaser to Seller
     under paragraph 2.A. of the Purchase Agreement, then upon the final payment
     the Escrow Agent shall deliver to the Purchaser all of the Escrow. Each
     such cash payment shall be deposited with the Escrow Agent not less than 10
     days prior to the due date under the Purchase Agreement and shall be paid
     by Escrow Agent to Seller on or before the due date through a check drawn
     on the Escrow Agent's trust account payable to Seller and delivered to the
     office of Thomas R. Blonquist at 40 S. 600 East, Salt Lake City, Utah
     84102.

          (b)  If any of the cash payments are not made by Purchaser to Seller
     under paragraph 2.A. of the Purchase Agreement by the date specified
     therein, then upon such default the Escrow Agent shall deliver to the
     Seller all of the Escrow.

          (c)  The Escrow Agent shall, in addition, disburse the Escrow in
     accordance with any joint written instructions of the Purchaser and the
     Seller received by the Escrow Agent.

     SECTION 4. Termination of Escrow Agreement. This Agreement shall terminate
upon the distribution of all of the Escrow held by the Escrow Agent in
accordance with the provisions hereof.

     SECTION 5. Successor Escrow Agent

          (a)  The Escrow Agent (and any successor escrow agent) may at any time
     resign as such by delivering the Escrow to any successor escrow agent
     jointly designated

                                       3



<PAGE>   6
     in writing by the Purchaser and the Seller or to the court in connection
     with an interpleader or similar action brought pursuant to Section 2(b)
     above, whereupon the Escrow Agent shall be discharged of and from any and
     all further obligations arising in connection with this Agreement. The
     resignation of the Escrow Agent shall take effect on the earlier of the
     appointment of a successor escrow agent or the day which is 30 days after
     the date of delivery of the Escrow Agent's written notice of resignation
     to the other parties hereto. In the event that a successor escrow agent
     has not been appointed at the expiration of such 30-day period, the Escrow
     Agent's sole responsibility hereunder shall be the safekeeping of the
     Escrow and to disburse such Escrow in accordance with either the
     instructions signed by the Purchaser and the Seller or the order of any
     court of competent jurisdiction.

          (b)  If the Escrow Agent receives a written notice signed by the
     Seller and the Purchaser stating that they have selected another escrow
     agent, the Escrow Agent shall deliver the Escrow to the successor escrow
     agent named in the aforesaid notice within 10 days of its receipt of such
     notice.

     SECTION 6. Governing Law. Subject to the provisions of Section 2(b)
hereof, the Agreement shall be construed under and governed by and enforced in
accordance with the laws of the State of Utah.

     SECTION 7. Notice. All notices, requests, consents and other
communications under this Agreement shall be in writing and shall be mailed by
first class, registered or certified mail, postage prepaid, or sent via
overnight courier service, or delivered personally:

     If to the Escrow Agent:       Lehman, Jensen & Donahue, L.C.
                                   8 East Broadway, Suite 620
                                   Salt Lake City, UT 84111
                                   Attention: Mark Lehman

     If to Purchaser:              Steve Madsen
                                   11718 South Brisbane Drive
                                   Sandy, UT 8409__

     If to the Seller:             Brody Special Projects Company
                                   c/o Thomas R. Blonquist
                                   40 South 600 East
                                   Salt Lake City, UT 84102

or to such other address of which the addressee shall have notified the sender
in writing. Notices delivered personally shall be effective upon delivery.
Notices delivered by overnight mail shall be effective one day following the
date deposited with the overnight mail service. Notices delivered by registered
or certified mail shall be effective on the date set forth on the receipt of
registered or certified mail, or three days following the date deposited in the
U.S. mail, whichever is earlier.



                                       4


<PAGE>   7
     SECTION 8.   Headings. The headings of the paragraphs of this Agreement are
inserted as a matter of convenience and for reference purposes only, are of no
binding effect, and in no respect define, limit or describe the scope of this
Agreement or the intent of any paragraph.

     SECTION 9.   Counterparts; Facsimile Signatures. This Agreement may be
executed in any number of counterparts hereof, and by the different parties
hereto on separate counterparts hereof, each of which shall be deemed to be
an original and all of which together constitute one and the same agreement.
Facsimile signatures on this Agreement shall be deemed original signatures.

     SECTION 10.  Entire Agreement. This Agreement represents the entire
understanding and agreement among the parties hereto with respect to the subject
matter hereof, supersedes all prior negotiations between the parties, and can
be amended, modified, supplemented, extended, terminated, discharged or changed
only by an agreement in writing which makes specific reference to this
Agreement and which is signed by the party intended to be bound thereby.

     SECTION 11. Severability. If any provision of this Agreement or the
application thereof to any person or circumstance shall be invalid or
unenforceable to any extent the remainder of this Agreement and the application
of such provision to other persons or circumstances shall not be affected
thereby and shall be enforced to the greatest extent permitted by law, but only
as long as the continued validity, legality and enforceability of such
provision or application does not materially (a) alter the terms of this
Agreement, (b) diminish the benefits of this Agreement or (c) increase the
burdens of this Agreement, for any person.

     SECTION 12. Joint Instructions. Notwithstanding any provision contained
herein to the contrary, the Escrow Agent shall at any time and from time to
time take such action hereunder with respect to the Escrow as shall be directed
in writing by both the Purchaser and Seller.

     SECTION 13. Conflict Waiver. Seller and Purchaser are advised that the
Escrow Agent has represented the Purchaser in connection with this transaction,
and that the performance by the Escrow Agent of its duties hereunder may give
rise to a conflict of interest. The Escrow Agent may perform its duties
hereunder calling for the delivery of the Escrow to the Purchaser contrary to
the wishes of the Seller or act in some other way that the Seller considers
contrary to its interest, and the Escrow Agent may perform its duties hereunder
calling for the delivery of Escrow to the Seller contrary to the wishes of the
Purchaser or act in some other way that the Purchaser considers contrary to its
interest. Each of the Seller and Purchaser waive such conflicts, consent to the
Escrow Agent acting under this Agreement and representing the Purchaser in the
transactions contemplated by the Purchase Agreement, and release and hold the
Purchaser in the transactions contemplated by the Purchase Agreement, and
release and hold the Escrow Agent harmless from and against any claim that the
Purchaser or Seller may have against the Escrow Agent on the basis of the
performance of its duties under this Agreement, except the Escrow Agent's
willful misconduct or gross negligence.


                                       5
<PAGE>   8

      IN WITNESS WHEREOF, the undersigned have executed this Escrow Agreement
as of the date first written above.


BRODY SPECIAL PROJECTS COMPANY            PURCHASERS

By: /s/ [SIGNATURE ILLEGIBLE]             By: /s/ STEVE MADSEN
   -------------------------------           -------------------------------
   Name:                                     Steve Madsen
   Title:


LEHMAN, JENSEN & DONAHUE, L.C.


By:                                           /s/ JOHN D. EWING
   -------------------------------           -------------------------------
   Name: Mark E. Lehman                      John D. Ewing
   Title: Managing Member




                                       6
<PAGE>   9
                                   AGREEMENT

     AGREEMENT made December __, 1999, between Brody Special Projects Company,
a Utah corporation, hereinafter called "Brody" and Steven Madsen of 11718 South
Brisbane Drive, Sandy Utah, and John D. Ewing of 7339 Shoreham Place,
Castlerock Colorado, hereinafter called "Buyers".

     WHEREAS, the parties have reached an understanding with regard to the sale
by Brody and the purchase by Buyers of (a) certain assets of Brody and the
purchase by Buyers of (a) certain assets of Brody, which are utilized in the
business of marketing, selling and leasing V-Sep and Pall-Sep systems and (b)
the right to market, sell and lease V-Sep and Pall-Sep units under Brody's OEM
agreements with New Logic International and Pall Filtron, Inc.

     IT IS THEREFORE AGREED:

     1.   Sale of Assets and Projects.  Brody and Buyers agree that, at the
closing, Brody will sell, transfer and deliver to Buyers, for the consideration
hereinafter provided, all of the assets set forth on Exhibit "A" attached
hereto and the projects developed by Brody over the past eighteen months listed
at Exhibit "B" attached hereto, "Brody's projects" herein. Such sale shall be
made free and clear of all liabilities, obligations, security interests and
incumbrances, except only those liabilities and obligations which are to be
assumed by Buyers as hereinafter provided. Subject to the terms of this
agreement and in reliance upon the representations and warranties of Brody
contained herein,
<PAGE>   10
the Buyers shall purchase said assets and Brody's projects and, in full
consideration therefor, pay Brody $300,000 cash, as described at paragraph 2.A.
below, and $300,000 out of future sales, as described at paragraph 2.B. below,
and Buyers agree to pay or discharge Brody's liabilities and obligations only
to the extent provided at paragraph 6 below.

     2.   Payment of Purchase Price.

          A.   The $300,000 cash purchase price for the assets set forth at
Exhibit "A" and Brody's projects shown on Exhibit "B" shall be paid to Brody as
follows:

               $100,000 in cash or by certified check on the execution of this
agreement, receipt of which is hereby acknowledged;

               $50,000 in cash or by certified check at closing hereinafter
provided for and the balance at the rate of $50,000 on or before March 30,
2000, June 30, 2000, and September 30, 2000.

          B.   The Buyers agree to pay commissions to Brody on each Pall-Sep or
V-Sep unit sold from the projects listed in Exhibit "B" not to exceed a total of
$300,000 over five years from the date of this agreement. The rate of
commission will be 25% of net profit per unit or $6,250 per unit, whichever is
greater. Buyers agree to use their best efforts relative to each Brody project.

     3.   Granting of Rights.

          A.   As additional consideration for the receipt of the $300,000
described in paragraph 2.A. above, Brody agrees to grant to Buyers the right to
market and sell V-Sep and Pall-Sep units


                                       2

<PAGE>   11
under and pursuant to Brody's OEM Agreements with New Logic International, as
to V-Sep units, and Pall Filtron, Inc., as to Pall-Sep units.

          B.  Nothing in this agreement shall prohibit Buyers from negotiating
OEM Agreements for themselves directly with New Logic International and/or Pall
Filtron., Inc.

          C.  Brody agrees to transfer its OEM agreements with New Logic
International and Pall Filtron, Inc. to Buyers when all payments described in
paragraph 2.A. above have been timely paid. The documents of transfer shall be
placed with an escrow agent under mutually agreeably escrow instructions with
the cost thereof to be borne by the Buyers.

          D.  Brody agrees to not transfer or grant rights under the said OEM
agreements to others so long as Buyers' payments under paragraph 2.A. above are
current.

     4.  Closing. The closing of the sale transaction shall take place at 40
South Sixth East, Salt Lake City Utah, at 11:00 a.m. on December 31, 1999. At
the closing, Brody shall deliver to the Buyers a) good and sufficient
instruments of transfer and conveyance as, in the option of Buyers, shall be
effective to vest in the Buyers good and marketable title to the assets to be
sold as provided in this agreement, b) transfer and conveyance of Brody's
projects to Buyers and c) written approval by Pall Filtron, Inc. to the transfer
of Brody's OEM Agreement to Buyers. The Buyers shall deliver to Brody a
certified check or bank cashier check for $50,000 and execute and deliver to
Brody an undertaking wherein the

                                       3
<PAGE>   12

Buyers shall assume and agree to pay or discharge the Brody's liabilities and
obligations only to the extent provided in paragraph 5 below.

     5.   Representations and Warranties of Brody. Brody represents and
warrants as follows:

          A.   Brody's Authority. The execution and delivery of this agreement
to the Buyers and the sale of assets and granting of rights contemplated hereby
have been authorized by Brody's Board of Directors and Brody has delivered to
Buyers copies of the minutes of the meeting of its Board of Directors at which
such authority was granted, such copies having been certified by the Company's
secretary.

          B.   Title to Properties. Brody has good and marketable title to all
of the assets set forth on Exhibit "A" attached hereto, subject to no mortgage,
pledge, lien, incumbrance, security interest or charge whatsoever, except the
Pall equipment and the CAD software.

          C.   Pilot Expenses. All pilot expenses incurred prior to November 1,
1999, shall be reimbursed to Brody by Buyers. Pilot tests conducted are set
forth at Exhibit "C" attached hereto.

          D.   Reliance. The foregoing representations and warranties are made
by Brody with the knowledge and expectation that the Buyers are placing
complete reliance thereupon.

     6.   Buyers' Assumption of Liabilities. At the closing, the Buyers shall
execute and deliver to Brody an undertaking wherein

                                       4

<PAGE>   13
the Buyers shall assume and agree to pay or discharge the following:

          A.   The liability owed to Pall Filtron in the sum of $204,000 for
the Pall-Sep units and $2,700 for filter packs.

          B.   The debt owed to Avatech Solutions of Colorado, Inc. in the sum
of $4,899.36.

     7.   Security. Brody's security for the receipt of $150,000 to be paid
during the year 2000, see paragraph 2.A., shall be all or such part of the
assets set forth at Exhibit "A" sufficient to cover the unpaid amount.

     8.   Indemnification. Brody shall indemnify and hold harmless the Buyers
against and in respect of all liabilities and obligations of or claims against
all of the assets set forth in Exhibit "A" except the Pall equipment and the
CAD software.

     9.   Representations and Warranties of Buyers. Buyers represent and
warrant as follows:

          A.   Intent to Perform. The execution and delivery of this agreement
constitutes evidence of Buyers' intent to comply with and perform each of their
responsibilities and duties described herein.

          B.   Back Salaries. Buyers waive any claim against Brody for salaries
due them prior to the date this agreement bears.

     10.  Benefit. This agreement shall be binding upon an inure to the benefit
of the parties hereto and their legal representatives, successors and assigns,
and this agreement is assignable by the Buyers without the prior written
consent of Brody.



                                       5

<PAGE>   14
     IN WITNESS WHEREOF the parties have executed this agreement on the day and
year first hereinabove written.


                                    Brody Special Projects Company

Attest:



/s/ COLLETTE JACOBSON               by  /s/ JON LIDDIARD
----------------------------           ----------------------------------
Secretary                              Jon Liddiard



/s/  STEVE MADSEN                       /s/  JOHN D. EWING
----------------------------        -------------------------------------
Steve Madsen                        John D. Ewing



                                       6
<PAGE>   15
                             1-Pall Industrial Unit
                                2-Pall Lab Units
                              1-NLI series L unit
                              1-NLI series P unit
                             NLI membrane inventory
                        Wet Chemistry Kit, Meters Probes
                             Barrel Heating system
                               Desk Top Computer
                              Lap Top Computer (2)
                                 Color Printer
                                   Fax/Copier
                                  MS software
                                Portable Printer
                                 Palm Pilot (2)
                                Cell Phones (2)
                                  Office Setup
                                 Digital Camera
                                  CAD Software
                                  Misc. office




                                  EXHIBIT "A"
<PAGE>   16
<TABLE>
<CAPTION>
Company                       Location                      Application
-------                       --------                      -----------
<S>                      <C>                           <C>
BP/Amoco                 Salt Lake City, Ut.           Boiler Feedwater
Compaq                   Salt Lake City, Ut.           Wastewater
Nestle                   Springville, Ut.              Blancher water
American Linen           Portland, Or.                 Wastewater
Oil ReRefining           Portland, Or.                 Process Stream
Borg Warner              Ithaca, NY                    Wastewater
Ralston Purina           Denver, Co.                   Wastewater
Colorado Gold            Denver, Co.                   Wastewater
Keebler                  Denver, Co.                   Wastewater
Bluffdale City           Bluffdale, Ut.                Drinking water
G&K Linen                Salt Lake City, Ut.           Wastewater
Con Agra                 Fort Morgan, Co.              Wastewater
Daisy Brand              Denver, Co.                   Wastewater
Safeway                  Denver, Co.                   Wastewater
Tyson Foods              Nashville, Tn.                Wastewater
Cargil                   Denver, Co.                   Wastewater
Jerome Cheese            Jerome, Id.                   Wastewater
Valtron                  Salt Lake City, Ut.           Wastewater
Environmental Eng.       Salt Lake City, Ut.           Snowbird Project
Frito Lay                Salt Lake City, Ut.           Wastewater
Camp Dressor McKee       Los Angeles, Ca.              Drinking Water
Commonwealth             Salt Lake City. Ut.           Africa Project
Dairygold                Caldwell, Ut.                 Wastewater
Pepsi                    Cleveland, Oh.                Wastewater
DFA                      Fort Morgan, Co.              Wastewater
Redi Foods               Burley, Id.                   Wastewater
Leprino Foods            Denver, Co.                   Wastewater
RCAI                     Provo, Ut.                    Light Environmental
Lithium Inc.             Magna, Ut.                    Lithium Separation
</TABLE>


                                  EXHIBIT "B"

<PAGE>   17

<TABLE>
<CAPTION>
Company             Location                 Application
-------             --------                 -----------
<S>                 <C>                      <C>
Safeway             Denver, Co.              Wastewater

Dairygold           Caldwell, Id.            Wastewater

Pepsi               Cleveland, Oh.           Wastewater

DFA                 Fort Morgan, Co.         Wastewater

Lithium, Inc.       Magna, Ut.               Lithium Separation
</TABLE>



                                  EXHIBIT "C"

<PAGE>   18
                                PROMISSORY NOTE

                                                               December 30, 1999

     The undersigned, jointly and severally, promise to pay to the order of
Brody Special Projects at 40 South 600 East in Salt Lake City, Utah, or at
other places as the holder hereof may designate in writing, the sum of One
hundred fifty thousand Dollars ($150,000.00), payable as follows:

     $50,000 on or before March 30, 2000
     $50,000 on or before June 30, 2000
     $50,000 on or before September 30, 2000

together both before and after judgment on the unpaid balance thereof from date
until paid at the rate of ten per cent (10%) per annum.

     This note is secured by the personal property attached hereto as Exhibit
"A".

     Prepayment of this note with interest to date of payment may be made at
any time without penalty.

     If the holder deemed itself insecure or if default be made in payment of
the whole or any part of any installment at the time when or the place where
the same becomes due and payable as aforesaid, then the entire unpaid balance,
with interest as aforesaid, shall, at the election of the holder hereof and
without notice of said election at once become due and payable. In event of any
such default or acceleration, the undersigned, jointly and severally, agree to
pay to the holder hereof reasonable attorney's fees, legal expenses and lawful
collection costs in addition to all other sums due hereunder.

     Presentment, demand, protest, notice of discharge and extension of time
without notice are hereby waived and the undersigned consent to the release of
any security, or any part thereof, with or without substitution.


Address:                                     /s/  STEVE MADSEN
11718 South Brisbane Drive                   --------------------------
Sandy, Utah                                  Steve Madsen


Address:                                     /s/  JOHN EWING
7339 Shoreham Place                          --------------------------
Castlerock, Colorado                         John Ewing


<PAGE>   19
                                  BILL OF SALE
                 (With Warranties and Corporate Acknowledgment)


KNOW ALL MEN BY THESE PRESENTS:

     That Brody Special Projects Company, a Utah corporation, the SELLER, for
and in consideration of Ten DOLLARS ($10.00) in hand paid by Steve Madsen and
John D. Ewing, the BUYERS, the receipt whereof is hereby acknowledged, has
bargained, sold, assigned and transferred, and by these presents does bargain,
sell, assign and transfer unto said BUYERS, in an "as is" condition, that
certain personal property listed in Exhibit "A" attached hereto.

     And the SELLER, upon the consideration recited above, warrants ownership
of said property and the right to sell the same, subject to the indebtedness
existing thereupon in the amounts described to BUYERS by SELLER.

     IN WITNESS WHEREOF, SELLER, by and through its president, Jon Liddiard,
executes this document on this 13th day of December, 1999.



                                   Brody Special Projects Company

Attest:



by  /s/ [Signature Illegible]      by  /s/ Jon Liddiard
  ----------------------------       -----------------------------------
    Assistant Secretary                President



<PAGE>   20

STATE OF UTAH        )
                     )  ss
COUNTY OF SALT LAKE  )

     On the 13th day of December, 1999, personally appeared before me Jon
Liddiard and John Vigil who being duly sworn did say that Jon Liddiard is the
president of Brody Special Projects Company and that the foregoing bill of sale
was signed on behalf of said corporation by authority of a resolution of its
Board of Directors and said Jon Liddiard and John Vigil each duly acknowledged
to me that said corporation executed the same.

[SEAL]                                  /s/ DELMA O. SANDERS
                                        ---------------------------------------
                                        Notary Public
                                        Residing in Salt Lake County

                                       2
<PAGE>   21
                             1-Pall Industrial Unit

                                2-Pall Lab Units

                              1-NLI series L unit

                              1 NLI series P unit

                             NLI membrane inventory

                        Wet Chemistry Kit, Meters Probes

                             Barrel Heating system

                               Desk Top Computer

                              Lap Top Computer(2)

                                 Color Printer

                                   Fax/Copier

                                  MS software

                                Portable Printer

                                 Palm Pilot(2)

                                 Cell Phones(2)

                                  Office Setup

                                 Digital Camera

                                  CAD Software

                                  Misc. office



                                  EXHIBIT "A"
<PAGE>   22
              Equipment Not Paid For by BSPC but assumed by Buyer.

<TABLE>
<CAPTION>
Item                   Serial Number     Description
----                   -------------     -----------
      Amount
      ------
<S>                    <C>               <C>
1. Pall Unit           PS10-98           Test Unit, Pump, Tank          $ 30,000
2. Pall Unit           PF139             Test unit only                 $ 14,000
3. Pall Unit           VM1749910         Industrial Unit, no stack      $160,000
4. Auto Cad            2000              CAD Software                   $  4,900
5. NLI Membrane        na                Stack DS-5DL                   $  1,997
                                                                        --------
                                               Total                    $210,897
                                                                        --------
</TABLE>