EXHIBIT 10.1

THIS LICENCE AGREEMENT is dated and is effective this 7th day of November, 2001;

BY AND BETWEEN:            9103-3019 QUEBEC INC., a company  incorporated  under
                           the  laws  of  the  Province  of  Quebec,   with  its
                           principal  place of business  located at 147 Dufferin
                           Road, Hampstead Quebec H3X 2Y2.

                           (hereinafter referred to as "Licensor");

         AND:              NUVO WAY INC., a corporation  incorporated  under the
                           laws of Canada,  with its principal place of business
                           located at 2191 Hampton Ave.,  Montreal,  Quebec, H4A
                           2K5

                           (hereinafter referred to as "Licensee");


RECITALS:

A.   Licensor  is the  owner of all  right,  title  and  interest  in and to the
     Licensed Patent(s) and Licensed Technology described below.

B.   Licensee  has   development,   sales  and   marketing   experience  in  the
     nutraceutical field;

C.   Licensee wishes to obtain from Licensor and Licensor is willing and has the
     unrestricted  right to grant  Licensee,  in  accordance  with the terms and
     conditions set forth herein,  the exclusive  world-wide  license to use the
     Licensed  Technology to manufacture and commercialise  Licensed Products in
     the Licensed Field (each as hereinafter defined).

NOW,  THEREFORE,  in  consideration of the various premises and undertakings set
forth herein, the Parties agree as follows:

                                    ARTICLE I
                                 INTERPRETATION

1.1 Definitions.  Unless otherwise  specifically  provided herein, the following
terms shall have the following meanings:

         (a) "Affiliate" shall mean as to any person or Entity, any other person
         or Entity which directly or indirectly  controls,  is controlled by, or
         is under common control with such person or Entity. For purposes of the
         preceding definition,  "control" means the right to direct decisions of
         such  person or  Entity,  including  without  limitation,  the power to
         direct management decisions of such other Entity,  whether by ownership
         of voting securities, by agreement, or otherwise.

         (b) "Agreement"  shall mean this License  Agreement and all instruments
         supplemental hereto or in amendment or confirmation  hereof;  "herein",
         "hereof", "hereto",  "hereunder" and similar expressions mean and refer
         to  this  Agreement  and  not  to  any  particular  Article,   Section,


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         Subsection or other subdivision;  "Article", "Section", "Subsection" or
         other  subdivision of this Agreement  means and refers to the specified
         Article, Section, Subsection or other subdivision of this Agreement;

         (c) "Entity" means a corporation,  an association,  a joint venture,  a
         partnership,  a trust,  a business,  an  individual,  a  government  or
         political  subdivision  thereof,  including  an  agency,  or any  other
         organisation which can exercise independent legal standing.

         (d)  "Governmental  Body"  shall  mean  (i)  any  domestic  or  foreign
         national, federal, provincial,  state, municipal or other government or
         body,  (ii)  any   international   or  multilateral   body,  (iii)  any
         subdivision,   ministry,  department,   secretariat,   bureau,  agency,
         commission, board, instrumentality or authority of any of the foregoing
         governments  or bodies  (iv) any  quasi-governmental  or  private  body
         exercising any regulatory,  expropriation  or taxing authority under or
         for the account of any of the foregoing  governments or bodies,  or (v)
         any domestic, foreign,  international,  multilateral,  or multinational
         judicial,  quasi-judicial,  arbitration or administrative  court, grand
         jury, tribunal, commission, board or panel;

         (e) "Licensed Field" shall mean all fields of use.

         (f) "Licensed  Method"  shall mean any process  within the scope of any
         Valid Claim of any patent within the Licensed Patent(s).

         (g)  "Licensed  Patent(s)"  shall  mean (1) the  patent  application(s)
         listed in Exhibit A, which is attached  hereto and made a part  hereof,
         any   continuations,   divisions,   patents  of   addition,   reissues,
         re-examinations,  or extensions of any of the foregoing,  provided that
         Licensor is the owner thereof,  and (2) patent(s) issuing on the patent
         applications listed in Exhibit A, all applications for United States or
         foreign  patents based on the listed  United States  patents and listed
         patent  applications,  any  patents  granted  hereafter  on said United
         States  or  foreign  applications,  and any  continuations,  divisions,
         patents   of   addition,    applications    for   reissue,    reissues,
         re-examinations,  or extensions of any of the foregoing,  provided that
         Licensor is the owner thereof.

         (h) "Licensed  Product"  shall mean any product within the scope of any
         Valid Claim of any patent within the Licensed Patent(s).

         (i) "Licensed  Technology" shall mean all of Licensor's  technology and
         intellectual  property  within the scope of the Licensed  Patent claims
         owned or  controlled  by  Licensor as of the date of  execution  of the
         present licence agreement.  The intellectual  property licensed in this
         License  Agreement is included in a  provisional  United  States Patent
         Application,  entitled  "DELIVERY  SYSTEM FOR  CREATINE"  developed  by
         Michael Farber and Jonathan Farber, as well as all related patents.

         (j)  "Party"  shall mean  Licensor or  Licensee  and,  when used in the
         plural, shall mean Licensor and Licensee;

         (k) "Patent Costs" shall mean out-of-pocket  expenses incurred prior to
         the execution of this  Agreement and during the term of this  Agreement
         in connection with the preparation, filing,


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         prosecution   and   maintenance  of  the  patents  under  the  Licensed
         Patent(s),  including,  among  other  items,  the fees and  expenses of
         attorneys and patent  agents,  filing fees and  maintenance  fees,  but
         excluding costs involved in any patent infringement claims.

         (l)  "Sublicense"  shall mean any grant by  Licensee of any rights to a
         sub-licensee under the terms of Section 2.2 of this Agreement.

         (m) "Territory" shall mean all of the countries of the world, including
         their respective territories and possessions.

         (n) "Valid  Claim" shall mean an issued claim of any  unexpired  patent
         under  the  Licensed  Patent(s)  which  has not be held  unenforceable,
         unpatentable  or invalid by a decision of a court or government body of
         competent  jurisdiction,  in a ruling that is  unappealable or appealed
         within  the time  allowed  for  appeal;  which  has not  been  rendered
         unenforceable  through disclaimer or otherwise;  and which has not been
         lost through an interference proceeding

1.2 Exhibits. The following are the Exhibits annexed to and incorporated in this
Agreement by reference and deemed to be a part hereof:

         Exhibit "A" -   Licensed Patent(s)

In the event of any  conflict  between  the  provisions  of any  Exhibit to this
Agreement and the main text of the Agreement, the main text shall prevail.

1.3 Recitals. The recitals are incorporated herein by reference and deemed to be
part hereof.

1.4 Interpretation. In this Agreement: (a) the singular shall include the plural
and the masculine  shall include the feminine and neuter and vice versa,  unless
the context otherwise  requires;  (b) the use of the word "including" shall mean
"including,  but not limited to"; and (c) headings used for Articles;  Sections;
etc. are for convenience  only and shall not in any way affect the  construction
of or be taken into consideration in the interpretation of, this Agreement.

                                   ARTICLE II
                                     LICENSE

2.1 Grant.  Licensor  grants to Licensee a license to  manufacture,  distribute,
offer to sell, sell, have manufactured,  distributed,  offered for sale and sold
Licensed Products under the Licensed Patents as follows:

     The License shall include:

     2.1.1 The  exclusive  (except as otherwise  specified in Section 2.2 below)
     right to use the Licensed Patent(s) and Licensed Technology to manufacture,
     distribute,  offer to sell, sell, have manufactured,  distributed,  offered
     for sale and sold Licensed  Products  within the Licensed  Field and within
     the Territory  where  Licensor may lawfully grant such license rights under
     the Licensed Patent(s); and

     2.1.2 The right and authority to grant Sublicenses of the rights granted in
     Section 2.1.1 above, subject to the provisions of this Agreement.


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     2.1.3  Notwithstanding  the  exclusive  license  granted  herein,  Licensor
     specifically  reserves the right to use the Licensed Technology for its own
     internal purposes, including continuing research,  development and testing.
     All rights to the Licensed  Patent(s) or Licensed  Technology which are not
     expressly granted to Licensee hereunder,  or reserved to third parties, are
     hereby  expressly  reserved to  Licensor.  .No title in or to the  Licensed
     Patent(s) or Licensed  Technology is  transferred  to Licensee  pursuant to
     this Agreement

2.2  Sublicenses.  Licensee  agrees that any  sublicense  it grants to any third
party shall be granted under the following conditions:

     2.2.1  No  sublicense  agreement  shall  relieve  Licensee  of  any  of its
     obligations under this License Agreement.

     2.2.2 Each Sublicense  agreement shall include a provision stating that the
     Sublicense  agreement  shall  automatically  be modified or terminated,  in
     whole or in part,  upon any  modification  or  termination,  in whole or in
     part, of this License  Agreement.  Such  modification or termination of the
     Sublicense agreement shall be consistent with and reflect the modifications
     or termination of this License Agreement.

     2.2.3 All Sublicenses  granted by Licensee shall expressly provide that all
     of Licensee's  obligations to Licensor in this License  Agreement  shall be
     binding  upon the  sub-licensee,  as if  sub-licensee  were a party to this
     License  Agreement.  Each  Sublicense  shall  specifically  reference  this
     License Agreement and all rights retained by Licensor.

     2.2.4  Licensor  agrees to  negotiate  in good faith for a period of ninety
     (90)  days   following  the   termination   of  this  Agreement  with  each
     sub-licensee  under any  Sublicense  which is by its own terms in force and
     good standing upon the termination of this Agreement for any reason,  for a
     license from Licensor of those rights subject to the  Sublicense,  on terms
     substantially  comparable  to those  set forth in the  Sublicense  and this
     Agreement,  provided  that  nothing  herein  shall be deemed to extend  any
     Sublicense  beyond  its  original  term  unless  specifically  agreed to in
     writing by Licensor.

2.3 Third Person  Contracts.  The Parties  acknowledge  and agree that  Licensee
shall have the right,  at Licensee's  sole  discretion and expense,  to contract
with its  Affiliates  and/or third Persons for the  performance  of work, or the
provision of consulting  services,  in  connection  with the carrying out of its
obligations under this Agreement.

2.4 Delivery.  Licensor shall deliver the Licensed Technology to Licensee within
two (2) days  after  the  signing  of this  Agreement.  Licensor  shall  provide
Licensee with all available know-how and other confidential information required
for  any  submission  to  be  made  to  any  Governmental  Body  which,  without
limitation, shall include stability data, quality control data and manufacturing
procedures relating to the use of the Licensed Technology in Licensed Product.


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<PAGE>

2.5  Improvements.  During the term of this  Agreement,  Licensor  shall provide
Licensee  with any  improvements,  additions  or  modifications  to the Licensed
Technology,  as they become  available.  Licensor shall provide  Licensee with a
statement of costs and charges incurred in the development of said improvements,
additions or modifications and Licensee shall reimburse Licensor,  within thirty
(30) working days, for all such costs and charges.

2.6 New Technology.  At any time during the term of this  Agreement,  should the
Licensor invent new technology,  Licensor shall  immediately  notify Licensee in
writing.  Licensee shall have a sixty (60) day time-limited option, from receipt
of notice,  to negotiate in good faith license rights to the new technology.  If
an agreement  cannot reached within the sixty (60) day period,  the  negotiation
period may be extended by mutual  agreement for an additional  thirty (30) days.
If Licensor and Licensee fail to reach an agreement within the ninety (90) days,
Licensor shall be free to negotiate  rights in the new technology with any third
party.

                                   ARTICLE III
                                COMMERCIALISATION


3.1  Co-operation.  Licensor shall  co-operate with Licensee in its applications
for any  required  governmental  approval(s)  to  market  and/or  sell  Licensed
Product(s) in various jurisdictions  throughout the Territory.  Without limiting
the generality of the foregoing,  Licensee shall be entitled to  cross-reference
and   incorporate   data  provided  by  Licensor  to   Governmental   Bodies  in
jurisdictions  throughout the Territory,  in  applications  filed by Licensee to
seek governmental approval(s) for Licensed Product(s) anywhere in the Territory,
to the extent  that  Licensor is not  specifically  prohibited  in writing  from
providing Licensee with access to such data. At the written request of Licensee,
Licensor  shall notify the relevant  Governmental  Body in writing of Licensee's
right to reference such data.

3.2      Commercialisation.

     3.2.1 Where  Licensee  requires  governmental  approval(s) to market and/or
     sell Licensed Product(s) in a Territory, Licensee agrees to diligently seek
     the  required  government  approval(s)  and to bring to market and  achieve
     sales of Licensed  Product(s) of not less than two hundred thousand dollars
     CDN ($200,000.00  CDN), in at least one such Territory,  within twenty four
     (24) months from the execution of this Agreement.

     3.2.2 Where  Licensee does not require  governmental  approval(s)to  market
     and/or sell Licensed Product(s)in a Territory,  Licensee agrees to bring to
     market  and  achieve  sales of  Licensed  Product(s)  of not less  than two
     hundred  thousand  dollars  CDN  ($200,000.00  CDN) in at  least  one  such
     Territory within eighteen (18) months of the execution of this Agreement.

3.3 Remedies. In the event that Licensee does not substantially meet one or more
of the  performance  criteria set forth in this Article  III,  Licensor,  at its
discretion,  shall have the right to: (A) terminate all license  rights  granted
Licensee  under this  License  Agreement,  whereupon  Licensor  may, in its sole
discretion,  grant licenses to the Licensed  Technology to licensees  other than
Licensee upon any terms and without any  obligation to  compensate,  in any way,
Licensee in  connection  therewith;  (B) require  Licensee to license  qualified
sub-licensees,  within a reasonable time; and (C) convert all exclusive  license
rights  granted under this License  Agreement to  nonexclusive  license  rights,
whereupon Licensor may, in its sole discretion,  grant nonexclusive  licenses to
the Licensed  Technology  to licensees  other than  Licensee  upon any terms and
without  any  obligation  to  compensate,  in any way,  Licensee  in  connection
therewith.



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                                   ARTICLE IV
                                    PAYMENTS

4.1 For the license granted in Section 2.1 of this Agreement, Licensee shall:

     4.1.1 Within thirty (30) days of the effective date of this Agreement,  pay
     Licensor a licensing fee in the amount of two thousand five hundred dollars
     CDN ($2,500.00 CDN) (the "Licensing Fee");

     4.1.2 Pay Licensor on the first  anniversary  of the effective date of this
     Agreement,  and each subsequent anniversary until a patent issues under the
     Licensed Patent(s),  an annual fee of two thousand five hundred dollars CDN
     ($2,500 CDN) (the "Annual Fee");

     4.1.3  Pay  Licensor  on each  anniversary  of the  effective  date of this
     Agreement  after a valid  patent  issue  under the  Licensed  Patent(s),  a
     maintenance  fee  of  ten  thousand  dollars  U.S.   ($10,000.00  US)  (the
     "Maintenance Fee") until the last valid patent expires;

     4.1.4 Pay Licensor sub-licensing  flowthrough equal to five percent (5%) of
     any  cash  consideration,   whether  denominated  as  fees,   royalties  or
     milestones ( "flowthrough cash"),  except reimbursement for research costs,
     in consideration of any Sublicenses of the Licensed  Patent(s) and Licensed
     Technology.

                                    ARTICLE V
                                 CONFIDENTIALITY

5.1 Confidentiality. Licensor and Licensee shall maintain confidential exchanged
proprietary information as follows:

     5.1.1 Subject to Section 5.1.2. below, Licensee agrees to treat (and agrees
     to cause its Affiliates and  sub-licensees  to treat) as  confidential  all
     proprietary  information with respect to the Licensed Technology,  Licensed
     Product(s)  or  the  Licensed  Patent(s)  made  available  by  Licensor  to
     Licensee.  Subject to Section  5.1.2.  below,  Licensor  agrees to treat as
     confidential  all  proprietary  information  with  respect to the  Licensed
     Technology, Licensed Product(s) or the Licensed Patent(s) made available by
     Licensee to  Licensor.  Licensor  acknowledges  that  Licensee  may find it
     beneficial to disclose  information provided by Licensor during the conduct
     of Licensee's  business.  Under such circumstances,  Licensee may make such
     information  available to third parties,  provided that Licensee shall make
     known to the recipient the  confidential  nature of the information and the
     recipient's obligation of confidentiality thereto.

     5.1.2  Neither  Licensee nor Licensor  shall be bound by the  provisions of
     Section 5.1.1 with respect to information which:

        5.1.2.1 was previously known to the recipient at the time of disclosure;

        5.1.2.2 is in the public domain at the time of disclosure;



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         5.1.2.3  becomes  a  part  of the  public  domain  after  the  time  of
         disclosure,  other than  through  disclosure  by the  recipient or some
         other third party who is under an  agreement  of  confidentiality  with
         respect to the subject information;

         5.1.2.4  is  independently   developed   without   utilisation  of  the
         proprietary information, as established by competent written proof; or

         5.1.2.5 is required to be disclosed by law or court order.

     5.1.3 Licensee and Licensor shall each take such actions as the other party
     may reasonably  request from time to time to safeguard the  confidentiality
     of any  information  with respect to which such party has an  obligation to
     keep confidential pursuant to the terms of this Section 5.1

     5.1.4 The obligations of Licensee and Licensor under Sections 5.1.1, 5.1.2,
     and 5.1.3 shall survive the expiration or earlier termination of all or any
     part of this Agreement by three (3) years.

Each  Party may  disclose  the other  Party's  Information  to the  extent  such
disclosure is reasonably necessary for prosecuting or defending  litigation,  or
complying with applicable laws.

5.2 Information  Storage.  Without  limiting the generality of Section 5.1, each
Party shall retain all the other Party's confidential,  proprietary, information
in a secure place, separate from any other information,  data, reports, or other
documents not relating hereto,  with access to such information limited to those
persons who have a "need to know".

5.3 Return of Information.  Upon  termination of this  Agreement,  the receiving
Party shall promptly return all of the disclosing Party's information, including
all reproductions and copies thereof and shall immediately delete all references
thereto  stored  electronically,  provided  that the  receiving  Party  shall be
entitled  to retain one copy of the  information  for its legal  counsel for the
purposes of determining its rights and obligations under this Article V.

                                   ARTICLE VI
                   WARRANTIES, REPRESENTATIONS AND DISCLAIMERS

6.1 Warranties and Representations.  Licensor hereby warrants that:

     6.1.1 Licensor is the owner of all rights, title and interest in and to the
     Licensed Patent(s) and Licensed Technology;

     6.1.2 Licensor has not previously  granted any rights in or to the Licensed
     Technology or Licensed Patent(s) to any other third party;

     6.1.3  During  the  term of this  Agreement  Licensor  will not  grant  any
     licenses  or other  rights  with  respect  to the  Licensed  Technology  or
     Licensed Patent(s) except in accordance with this Agreement;

     6.1.4 To the knowledge of Licensor there is no action, suit,  investigation
     or proceeding  pending or, to the knowledge of Licensor  threatened against
     or affecting the Licensed Patent(s);



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     6.1.5  Licensor  has the  full  right  and  authority  to enter  into  this
     Agreement and perform its obligations hereunder.

6.2 Disclaimer of Warranties.  LICENSOR HEREBY  EXPRESSLY  DISCLAIMS ANY AND ALL
WARRANTIES  OF ANY KIND OR NATURE,  WHETHER  EXPRESS  OR  IMPLIED,  RELATING  TO
PERFORMANCE,  OR MARKETABILITY IN ANY RESPECT RELATED TO THE LICENSED TECHNOLOGY
OR LICENSED  PATENT(S).  LICENSOR FURTHER HEREBY EXPRESSLY DISCLAIMS ANY EXPRESS
OR IMPLIED WARRANTIES OF  MERCHANTABILITY  OR FITNESS FOR A PARTICULAR  PURPOSE.
ACCORDINGLY, LICENSEE ASSUMES THE ENTIRE RISK AND RESPONSIBILITY FOR THE SAFETY,
EFFICACY, PERFORMANCE, MARKETABILITY, AND QUALITY OF ALL LICENSED PRODUCTS.

                                   ARTICLE VII
                                 INDEMNIFICATION

7.1 Licensee shall indemnify and hold harmless the Licensor from and against any
and all claims,  demands,  actions suits or other  proceedings,  damages,  loss,
costs and expenses by whomsoever  made or brought against the Licensor by reason
of or arising out of any breach by Licensee of this License  Agreement,  or from
improper use by Licensee of the Licensed Technology.

7.2 Licensee  shall not hold the Licensor  liable for any claims  resulting from
the action, including the development,  production,  distribution and use of the
Licensed   Technology   in   any   of   Licensee's   products   or   negligence,
misrepresentation or action by Licensee on the use of the Licensed Technology.

7.3 Licensee  shall not hold the Licensor  liable for any claims  resulting from
the action,  including  any  deviation  of the  characteristics  of the Licensed
Technology or negligence of Licensee.

                                  ARTICLE VIII
                                TERM; TERMINATION

8.1 Term of Agreement.  This Agreement shall commence as of the date first above
written and shall  continue in effect until  terminated in accordance  with this
Article VIII.

8.2 Licensor Right to Terminate.

     8.2.1  Failure by Licensee to comply with any of the  material  obligations
     contained  herein  shall  entitle the  Licensor to give to Licensee  notice
     specifying  the nature of the  default and  requiring  it to make good such
     default.  If such  default is not cured  within  ninety (90) days after the
     receipt  of such  notice,  or  diligent  steps  are not  taken to cure such
     default if by its nature  such  default  could not be cured in ninety  (90)
     days, the Licensor shall be entitled, without prejudice to any of its other
     rights  conferred  on it by this  Agreement,  and in  addition to any other
     remedies  available to it by Law, to terminate  this  Agreement in writing,
     effective immediately.



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     8.2.2  The  right of a Party  to  terminate  this  Agreement  shall  not be
     affected in any way by its waiver or failure to take action with respect to
     any prior default.

8.3 Licensee's Right to Terminate.  Licensee may terminate this Agreement at any
time by written  notice to Licensor,  given in  accordance  with  Section  10.11
below, at least ninety (90) days prior to the termination  date specified in the
notice.

8.4  Termination on Business  Failure.  To the extent  permitted by law,  either
Party shall have the option to terminate this Agreement  immediately upon notice
to the other Party in the event the other Party becomes insolvent, or is subject
to proceedings for its adjudication as a bankrupt, or if a receiver, trustee, or
custodian  is  appointed  for the other  Party,  or if the other  Party makes an
assignment  for the benefit of creditors,  or is liquidated or dissolved,  or if
the  other  Party  takes or  suffers  any  similar  or  analogous  action in any
jurisdiction  (other than actions taken  voluntarily for the purposes of solvent
amalgamation or restructuring).

8.5 Effect of Termination.

In the event  that this  Agreement  is  terminated  for any  reason  other  than
termination  by Licensee  pursuant to Sections 8.3 or 8.4, on the effective date
of  termination  Licensee  shall  immediately  cease and shall cause each of its
Affiliates and sublicensees to immediately cease using, making,  having made and
selling the Licensed  Patent(s),  Licensed  Technology  and  Licensed  Products.
Licensee shall, at Licensor's sole option, upon written request of Licensor, (i)
provide  Licensor  with a copy of all written  data and  information,  including
regulatory filings then in Licensee's  possession relating to the development of
Licensed  Product(s) up to that time;  and (ii) to the extent  permitted by law,
transfer any governmental approvals for Licensed Product(s),  including Licensed
Product(s) DIN, to Licensor.

8.5 Accrued Rights, Surviving Obligations.

     8.5.1  Termination  or expiration of this Agreement for any reason shall be
     without prejudice to any rights that shall have accrued to the benefit of a
     Party  prior  to  such  termination  or  expiration.   Further,   any  such
     termination,  relinquishment or expiration,  shall not relieve a Party from
     obligations  which  are  expressly  indicated  to  survive  termination  or
     expiration of this Agreement.

     8.5.2 Without limiting the foregoing, the provisions of Sections 8.4, 10.10
     and this Section 8.5, and of Articles V, VI, VII and VIII of this Agreement
     shall survive the expiration or termination of this Agreement.


                                   ARTICLE IX
                 PROSECUTION AND MAINTENANCE OF LICENSED PATENTS

9.1 Prosecution  and  Maintenance.  During the term of this Agreement,  Licensee
shall be  responsible  for  prosecuting  and  maintaining  the patents under the
Licensed  Patent(s).  As consideration for and as an integral part of the rights
granted to Licensee  under this  Agreement,  Licensee shall pay all Patent Costs
previously  incurred by Licensor or hereafter  incurred by Licensee with respect
to the Licensed Patent(s) in each jurisdiction in the Territory.  Licensee shall
provide  Licensor with copies of



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all official actions and other communications received by Licensee or its patent
counsel from  governmental  agencies  with respect to patents under the Licensed
Patents and copies of all filings with  governmental  agencies  from Licensee or
its patent counsel with respect to the Licensed Patents.

9.2 Cooperation. Licensor agrees to co-operate with Licensee in the preparation,
filing,  prosecution and maintenance of patents under the Licensed Patent(s), by
disclosing such  information as may be necessary and by promptly  executing such
documents as Licensee may request to effect such  efforts.  Licensor  shall bear
their own costs in connection with co-operation with Licensee under this Section
9.2. All patents under the Licensed  Patent(s)  shall be filed,  prosecuted  and
maintained in Licensor's name or as required by law.

                                    ARTICLE X
                            MISCELLANEOUS PROVISIONS

10.1  Relationship  of  the  Parties.  Licensor  and  Licensee  are  independent
contractors.  Neither  is the  agent or legal  representative,  joint  venturer,
partner,  employee or  employer  of the other and the  Parties  agree to conduct
their  respective  affairs  accordingly.  Without limiting the generality of the
foregoing,  Licensor  agrees  not to  represent  itself  as the  agent  or legal
representative  of Licensee and Licensee  agrees not to represent  itself as the
agent or legal  representative  of Licensor.  This  Agreement does not grant any
Party any  authority to assume or create any  obligation  on behalf of or in the
name of the other Party.

10.2 Assignment. Except as expressly provided herein, neither this Agreement nor
any interest hereunder shall be assignable,  nor any other obligation delegable,
by a Party without the prior written  consent of the other,  which consent shall
not be unreasonably  withheld or delayed;  provided,  however,  that a Party may
assign this  Agreement to any  Affiliate of it or to any  successor by law or by
sale of all or  substantially  all of its assets,  provided  that the  assigning
Party shall  guarantee and remain liable and responsible for the performance and
further   observance  of  all  the  assigning  Party's  duties  and  obligations
hereunder.  The terms and provisions of this Agreement shall be binding upon the
successors  and  permitted  assigns  of  the  Parties.  Any  assignment  not  in
accordance  with this  Section  9.2 shall be void.  Nothing in this  Section 9.2
shall be construed to restrict (i) Licensee's right to sublicense referred to in
Section 2.1 hereof;  or (ii)  Licensee's  right to contract  with third  Persons
under Section 2.2 hereof.

10.3 Further Actions. Each Party agrees to execute, acknowledge and deliver such
further instruments and to do all such other acts as may be reasonably necessary
or reasonably  appropriate in order to carry out the purposes and intent of this
Agreement.

10.4 Public  Announcements.  Except as otherwise  required by law, neither Party
shall issue a press release or make any other public  disclosure  with regard to
the existence of this  Agreement or the terms hereof  without the prior approval
of the other Party of such press release or public disclosure.  Each Party shall
submit any  anticipated  press release or public  disclosure to the other Party,
and the receiving  Party shall  expeditiously  review and approve any such press
release or public disclosure,  which approval shall not be unreasonably withheld
or delayed.  If the  receiving  Party does not respond  within two (2)  business
days,  the press  release  or public  disclosure  shall be deemed  approved.  In
addition,  if  a  public  disclosure  is  required  by  law,  including  without
limitation  in a  filing  with  any  securities  and  exchange  commission,  the
disclosing  Party  shall  secure  confidential



                                       10
<PAGE>

treatment of any  confidential  information of the other Party contained in such
release  (whether  through  protective  orders  or  otherwise),   prior  to  its
disclosure.  Either Party may disclose the terms of this Agreement to its actual
or prospective  investors or corporate partners or to such Party's  accountants,
attorneys and other professional  advisors provided that nothing in this Section
10.4  shall  permit  either  Party to  release  Confidential  Information  or to
jeopardize the trade secrets of the other Party.

10.5 Entire Agreement of the Parties. The terms and conditions of this Agreement
(including the Exhibits hereto) constitute and contain the entire  understanding
and  agreement  of the  Parties and  cancels  and  supersedes  any and all prior
negotiations, correspondence, understandings and agreements between the Parties,
whether oral or written, respecting the subject matter hereof.

10.6 Amendments.  The terms and conditions of this Agreement may not be amended,
changed, modified, contradicted,  explained or supplemented (including by course
of dealing between the Parties, usage of trade or otherwise) except by a written
instrument signed by a duly authorized officer of each Party.

10.7  Waiver.  Any delay or failure in  enforcing  a Party's  rights  under this
Agreement  or any waiver as to a  particular  default or other  matter shall not
constitute  a waiver of such  Party's  rights to the future  enforcement  of its
rights  under this  Agreement,  nor operate to bar the  exercise or  enforcement
thereof at any time or times thereafter, excepting only as to an express written
and signed waiver as to a particular matter for a particular period of time.

10.8 Force  Majeure.  Except for the  obligation  to pay sums when due,  neither
Party  shall be  liable  hereunder  for  delays in  performance  caused by Force
Majeure.  For the purposes of this  Agreement,  "Force  Majeure"  shall mean any
outside event,  unforeseeable,  irresistible and independent of a Party control,
which slows,  interrupts  or stops the  performance  in whole or in part by such
Party of all or part of its obligations  pursuant to this  Agreement;  including
war, riots, rebellion,  epidemic,  lightning,  earthquake,  storm, sleet, flood,
fire and  explosion.  The Party  claiming to be affected by Force  Majeure shall
notify the other Party without delay  indicating in the notice,  as precisely as
possible,  the effect the Force Majeure will have on its capacity to perform its
obligations pursuant to this Agreement. If a Party is affected by Force Majeure,
its obligations under this Agreement are suspended to the extent that such Party
is  incapable  of acting,  only and insofar as the Party acts with  diligence in
order to eliminate or to correct the effects of the Force Majeure.

10.9  Applicable  Law. This  Agreement  shall be governed by and  interpreted in
accordance  with the  laws of the  Province  of  Quebec  and the laws of  Canada
applicable therein.

10.10 Dispute Resolution. The Parties shall mutually consult in good faith in an
attempt to settle  amicably in the spirit of  co-operation  any and all disputes
arising out of or in connection  with this Agreement or questions  regarding the
interpretation  of the  provisions  hereof.  Each  dispute  arising out of or in
connection with this Agreement or question regarding the  interpretation  hereof
which  cannot  be  settled  amicably  within  two (2)  months  from  the date of
notification  of either Party to the other of such  dispute or  question,  which
notice shall  specify the details of such dispute or question,  shall be finally
settled by binding  arbitration,  in English,  by one  arbitrator  chosen by the
parties pursuant to Article 940 of the Code of Civil Procedure of Quebec. If the
Parties cannot agree on the  arbitrator to be so appointed,  each Party shall be
entitled to appoint one (1) arbitrator, and the two (2) arbitrators so appointed


                                       11
<PAGE>

shall agree upon a third. The arbitration  shall be conducted in accordance with
the rules of  conciliation  and  arbitration of the Civil Code of Quebec and the
Code of Civil Procedure of Quebec.  The  arbitrator(s)  shall have the technical
expertise  required to understand  and arbitrate  the dispute.  The  arbitration
carried out  hereunder  shall apply to the  exclusion  of regular  legal  means,
provided that the rights of the Parties in urgent situations in which time is of
the essence to obtain proper remedies in courts of law shall remain  unimpaired.
There  shall be no appeal from the  decision  or findings of the  arbitrator(s),
which  shall be final and  binding  upon the  Parties  and may be entered in any
court having proper jurisdiction.

10.11 Notices and Deliveries. Any notice, request, delivery, approval or consent
required or permitted to be given under this  Agreement  shall be in writing and
shall  be  deemed  to have  been  sufficiently  given if  delivered  personally,
transmitted  by  telecopier  (confirmation  of  receipt by  confirmed  facsimile
transmission  being deemed  receipt of  communication  sent by telecopy) or five
days after it was sent, by registered letter (or its equivalent) to the Party to
which it is directed at its  address  shown below or such other  address as such
Party shall have last given by notice  delivered in  accordance  herewith to the
other Party:

         (a) If to Licensor, addressed to:

         9103-3019 QUEBEC INC.
         147 Dufferin Road
         Hampstead, Quebec
         H3X 2Y2
         Attention:   President

         Telecopier: (514)
                           -----------------

         (b) If to Licensee, addressed to:

         NUVO WAY INC.
         2191 Hampton Ave.
         Montreal, Quebec
         H4A 2K5
         Attention:   President

         Telecopier:  (514) 369-2344

10.12 Execution in Counterparts. This Agreement may be executed in counterparts,
each of  which,  when so  executed  and  delivered,  shall  be  deemed  to be an
original,  and all of which counterparts,  taken together,  shall constitute one
and the same instrument.

10.13 Language. The parties have expressly requested that this Agreement and any
agreement,  proceedings,  documents  or notices  related  thereto or referred to
therein be drafted  and  executed  in the  English  language.  Les  parties  aux
presentes  ont  expressement  exige  que ce  contrat  ainsi  que tous  contrats,
procedures,  documents ou avis s'y  rapportant ou qui y sont  mentionnes  soient
rediges et signes en langue anglaise.




                                       12
<PAGE>

IN WITNESS  WHEREOF,  the Parties  have caused this  Agreement to be executed by
their  respective  duly  authorized  officers as of the day and year first above
written.

       9103-3019 QUEBEC INC.                    NUVO WAY INC.


       /s/ Miriam Farber                        /s/ James Klein
       ------------------------                 -------------------------
       Name:  Miriam Farber                     Name:  James Klein

       Title: President                         Title:  CFO





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