<PAGE>

                              PARTNERSHIP CONTRACT

Between

BLUE  INDUSTRIES,  company  under  American  law,  whose  head  office  is  at
28  rue  du  March
CH  1204  Geneva  -  SWITZERLAND

represented  by  its  president  Mr.  Fernand  Le  LOROUX


And


DESERT  BLUE,  a  limited  company  under  Swiss  law,  whose  head office is at
28  rue  du  March
CH  1204  Geneva  -  SWITZERLAND

represented  by  its  president  Dr.  Mohammed  Saad  YAMANI


The  following  has  been  agreed:

Preliminaries:

BLUE  INDUSTRIES  has  developed  a  series  of  apparatus  for water treatment.

BLUE  INDUSTRIES  has  been  asked  by  the  company  DESERT  BLUE to ensure the
development  and  distribution  of  its  products  in  the  following countries:
SAUDI  ARABIA,  YEMEN,  U.A.E.,  OMAN,  QATAR,  BAHRAIN,  IRAQ,  SYRIA,
LEBANON,  JORDAN,  SUDAN,  EGYPT,  LIBYA,  MOROCCO,  TUNISIA  and
ALGERIA.

The  parties  have  agreed  to  divide  their  contractual  relations into three
sectors:

      -     technology  transfer
      -     the  distribution  of  products
      -     purchases  and  sales

The  present  contract  will  therefore,  in addition to the general provisions,
include these three sectors with the obligations of each of the parties for each
sector.

                                        1

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                         CHAPTER I:  GENERAL PROVISIONS

Article  1  -  Subject  of  the  contract
-----------------------------------------

The aim of the present contract is to organize the following between the parties

1.     the  technology  transfer  needed  for  assembling  the  apparatus,
2.     the  organisation  of  product  marketing,
3.     a  supply  contract.


INTELLECTUAL  PROPERTY  RIGHTS:  BLUE INDUSTRIES is the owner of all the models,
plans,  documents,  studies,  developments  and  other  elements relating to the
present  contract.


Article  2  -  Duration
-----------------------

The  contract will come into effect on 01 February 2002 and will terminate on 30
January  2011  and  will  therefore  last  for  ten  years.

If  it  has  not  been cancelled in the six months preceding its termination, it
will be automatically renewed by one of the parties, by registered letter, for a
further  period  of  ten  years.



                                        2

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CHAPTER  II: PROVISIONS CONCERNING THE TECHNOLOGY TRANSFER NEEDED FOR ASSEMBLING
THE  APPARATUS



Article  1  -  Exclusivity
--------------------------

BLUE  INDUSTRIES  undertakes  to  transfer  the  products mentioned in the annex
exclusively  to  DESERT  BLUE:

-     Territory:  MENA  (Middle  East  and  North  African  countries) and IRAN.
      ---------
-     Sector  of  activity:  Drinking  water  and wastewater treatment, Food and
      --------------------
Agricultural  Industries

The  exclusivity  signifies  that  BLUE  INDUSTRIES will not divulge information
enabling  the  products  to  be manufactured in the territory in question to any
other  manufacturer.

The  exclusivity  also  signifies  that  BLUE  INDUSTRIES  will  forbid  other
manufacturers  in  the  world  from  selling  products  within the MENA and IRAN
without  the  agreement  of  both  parties.


Article  2  -  Obligations  of  BLUE  INDUSTRIES
------------------------------------------------

a)    Provision  of  "know-how"  enabling  manufacture

-     Provision  of  prototype  equipment  that  can  be  copied.
-     Provision  of all the plans, and assembly diagrams, enabling the equipment
      to  be  made.
-     Provision  of  technical  documents  facilitating  the  manufacture  of
      equipment.
-     Provision  of  lists  of  components  needed  for  manufacture.
-     Instructions  for  using  the  apparatus  written  in  English and French.
-     The  Manufacturing  Licence.

BLUE  INDUSTRIES  indicates  that  the  products  are  patented  and  trade mark
registered.

b)    Training  obligation

-     BLUE  INDUSTRIES  must  train  the  engineers  or other suitably qualified
      personnel  provided  by  the  beneficiary  of  the  technology.
-     BLUE  INDUSTRIES will pay for the transport and accommodation costs of the
      BLUE  INDUSTRIES  technician  providing  the  training.
-     The  partner  will  pay  for  the  living  costs  of  any  additional BLUE
      INDUSTRIES  technicians  requested  by  the  partner.



                                        3

<PAGE>

-     Ongoing  training:  BLUE INDUSTRIES is obliged to provide further training
      whenever  a  new  model  is  launched.

c)    Obligation  to  provide  technical  assistance

BLUE INDUSTRIES is obliged to provide technical assistance to the beneficiary of
the  technology.

-     Assistance  in  the  design  of  the  manufacturing unit or the search for
      sub-contractors.
-     Assistance  in  the  organisation  of  manufacturing  processes.
-     Assistance  in the organisation of personnel, material flows, procurement,
      and  dispatching  finished  products,  etc.
-     Collaboration  in  commercial  organisation:  order  taking,  delivery,
      procedures,  etc.
-     Assistance  during  manufacture  by  provision  of  technical  teams.
-     BLUE  INDUSTRIES  will  provide  a  catalogue  of  assembled  and  tested
      sub-assemblies.  In  case of difficulties in the final assembly, BLUE
      INDUSTRIES could  supply  assembled  apparatus.

d)     Information  on  improvements

BLUE  INDUSTRIES  is  obliged to inform the beneficiary of the technology of any
improvements  that  it has discovered either in terms of technical or commercial
aspects.

In  technical  terms:            -    change  in  materials,
                                 -    change  in  processes
                                 -    change  of  names.

In  commercial  terms:           -  change  of  price
                                 -  logistical  improvements.

e)     Guarantee

BLUE  INDUSTRIES  undertakes  to  guarantee  the  product  against any operating
defects  for  a  period  of  2  years,  under  the  following  four  conditions:
-     that  the  manufacture  of  the  apparatus  complied  with  the  plans and
      instructions,
-     that  the  use  of  the  apparatus  complied  with  prescribed  standards,
-     that  the  defect  was  not  caused  by  normal  wear  and  tear,
-     that  the  defect  occurred  in  the  first  two  years.

BLUE  INDUSTRIES  will  choose  how  to  fulfill  its  guarantee,  by:

-     Either  sending  a  member  of  BLUE  INDUSTRIES  to  inspect  the  fault.
-     Or  asking  the apparatus to be sent back to its factories for inspection.
If  the measurement or analysis reveals that the defect originated from an error
by  BLUE INDUSTRIES, the company undertakes to immediately replace or repair the
defective  parts.  If  it  appears  that  the  defect  originated  from  other

                                        4
<PAGE>

causes  than  those  mentioned  above, the transport costs of ether the goods or
personnel  will  be  payable  in  full  by  the  purchaser.


Article  3  -  Obligations  of  manufacturing  partner


a)     Manufacture

-    The  manufacturer  is obliged to assemble the apparatus in compliance with
     the  instructions  provided,  the  model  and  any  proposed  improvements.

-    It  is obliged to use the components listed in the BLUE INDUSTRIES list of
     parts  or  similar  components  after  the  latter  have  been validated by
     BLUE INDUSTRIES.

-    It  is  obliged  to  ask  for  BLUE  INDUSTRIES approval for any technical
     changes  that  it may want to make to the apparatus; BLUE INDUSTRIES will
     remain the  owner  of  intellectual  property  rights  on  any  changes.

-     BLUE  INDUSTRIES  reserves  the  right  to conduct controls on procedures,
      manufacturing  and  documents  relating  to  the present contract, without
      prior warning.

b)     Training

It  undertakes  to  take  part  in  training  programmes:
-     By  recruiting  qualified staff who meet with BLUE INDUSTRIES requirements
      and  making  them  available.
-     By  paying  for  the  training  costs.

c)     Stock

The  manufacturer undertakes to comply with the prescriptions of BLUE INDUSTRIES
concerning  stocks  and  the  organisation of material flows in the factory.  It
must  at  all  times  be able to satisfy the demands for products in the markets
that  are  assigned  to  it  by  the  provisions  of  the  present  contract.

d)     Sanctions

Non-compliance  with  the  requirements mentioned in paragraph C.3 can lead BLUE
INDUSTRIES  to  cancel the assembly exclusivity granted by the present contract.


                                        5


<PAGE>


e)     Sale  of  products

The  manufacturer  is  forbidden  to  sell  products  to  other distributors not
belonging  to  the  territory  conceded  by BLUE INDUSTRIES, except with express
authorisation of BLUE INDUSTRIES, the conditions being defined on a case-by-case
basis  in  the  codicil  to  the  present  contract.

All  export of products is prohibited, except with the express agreement of BLUE
INDUSTRIES,  the  conditions  will  be  defined  on  a  case-by-case  basis.

f)     After-sales  service

The  manufacturer  undertakes to provide an after-sales service for its products
if  defects occur.  This compulsory technical assistance will then, depending on
the  nature  of  the  fault,  bring  into  play  the  guarantees granted by BLUE
INDUSTRIES.


Article  4  -  Royalties  and  services

a)     Royalties  for  the  provision  of  know-how

     -    The amount of the royalty fee is 1 000 000 US$.

     -    The royalties to be paid on each apparatus for provision of know-how
          and manufacturing dossiers is fixed in relation to the product and the
          volume of the transfer. This royalty is calculated on the basis of 10
          % of the manufacturing price of the apparatus.

b)     Invoicing  of  services

The  manufacturer  will  come  to  an agreement with BLUE INDUSTRIES before each
provision  of  technical  assistance  and  before each special request on agreed
prices  to  be  negotiated  with  BLUE  INDUSTRIES.

c)     Invoicing  of  supplies  and  services

The  manufacturer is obliged to pay for materials ordered from listed suppliers,
for  the prototype apparatus and sub-assemblies supplied by BLUE INDUSTRIES, and
also  for  the  various  paid services provided by BLUE INDUSTRIES at the agreed
price  and  within  the  agreed  deadlines.




                                        6



<PAGE>

Article  5  -  Counterfeiting  -  secrecy  -  confidentiality  -  information  -
intellectual  property  rights


a)     Counterfeiting

The  manufacturer  is  forbidden  to  counterfeit  the  products whose plans and
details  have  been  provided  by  BLUE  INDUSTRIES  or  to  promote  or  permit
counterfeiting  by  third  parties.

It  also  undertakes  to  inform  BLUE  INDUSTRIES of any counterfeiting that it
discovers  or  could  become  aware  of.

b)     Secrecy  -  Confidentiality

The  manufacturer  undertakes  to maintain the greatest confidentiality over all
the  information  provided  by BLUE INDUSTRIES, on the manufacturing methods, on
the  company's  accounts,  etc.

c)     Information

Every  three  months  the  manufacturer  will send BLUE INDUSTRIES the following
information:

-     its  production  volume,
-     the  number  of  products  assembled  in  each  series,
-     the  destination  of  these  products,
-     the  difficulties  encountered.

d)     Intellectual  property  rights


BLUE Industries will always remain the owner of all of its methods, graphics and
other documents that it provides to the manufacturer within the framework of the
present  contract.


The  transfer  of  know  how  concern:
-     the  manufacture  of  cartridge.
-     the  manufacture  of  clarifier.
This  transfer  can  only  be  made  with  the  joint  ventures.
The  joint  venture  can  transfer  this  right  only  with  100% of shareholder
agreement  of  the  joint  venture.


                                        7



<PAGE>

CHAPTER  III:  PROVISIONS  CONCERNING  THE  MARKETING  OF  PRODUCTS
-------------------------------------------------------------------


BLUE INDUSTRIES grants to the partner the right to market and the possibility of
manufacturing  BLUE  INDUSTRIES  products.



Article  1  -  Exclusivity


Marketing  will  take  place  exclusively  within  the MENA and IRAN and for the
industrial  sectors  mentioned  in  the  present  contract.

This  signifies  that  BLUE  INDUSTRIES  is forbidden from nominating other main
distributors  for  this  product  within  the  granted  territory.

This  distribution  is  also  exclusive  in  the sense that BLUE INDUSTRIES will
prohibit  other  manufacturers,  who are authorised in other geographical areas,
from  exporting  products  to  the  exclusive  territory  granted by the present
contract.

This  exclusivity  is  however  dependent  on  sales  results.  To this end, the
parties have agreed sales targets for 6 months, 12 months and 18 months, both by
type  of  equipment  and  by zone.  If these quotas, that are considered by both
parties  to  be  reasonable,  are  not  reached, BLUE INDUSTRIES will be free to
maintain or suspend the exclusivity granted either in terms of industrial sector
and/or  geographical  area.

The  exclusivity granted is dependent on the compulsory annual quotas defined in
an  annexe.


Article  2  -  BLUE  INDUSTRIES  obligations


Obligation  to  provide  technical  assistance

BLUE  INDUSTRIES  will  give  or  will  inform  the  distributor  of the various
marketing methods, the organisation by means of which it could sell the products
and  the  obligations  that  it  could  have  in  this  respect.


                                        8


<PAGE>

Article  3  -  The  distributor's  obligations

     a)   The distributor is obliged to market the products in compliance with
          the instructions provided by BLUE INDUSTRIES.

     b)   The distributor must maintain an advance stock of products, in such a
          manner that it can quickly respond to demand.

     c)   The distributor is obliged to conduct marketing operations within its
          sectors of activity and within the MENA and IRAN.

These  marketing  activities  will  consist  of:

    -     advertising:  budget,  timing,  frequency.
    -     promotional  operations:  budget,  timing,  frequency.
    -     prospecting  by sales agents: timing, frequency, number
          of staff employed.

The  distributor will be free to charge whatever price it wants for the products
sold.
It  should however attempt to stay within market prices so as not to tarnish the
image  of  the  manufacturer  or  the  inventor  of  the  process.

d)     The  distributor  will  not  be  responsible for collecting the money for
products  that  it  sells  and  for  any  bad  debts.

e)     The distributor is authorised to provide an after-sales service guarantee
for  purchasers.

f)     Confidentiality

The  distributor is prohibited from giving any information concerning the nature
of  the  products,  the  marketing  methods,  etc.





                                        9

<PAGE>

CHAPTER  IV:  PROVISIONS  CONCERNING  THE  SUPPLY  CONTRACT
-----------------------------------------------------------

In  addition  to  the  mechanical components, treatment cartridges, an operating
microchip  and  an electronic circuit board controlling the apparatus are needed
to  use  the  products.

Accordingly,  the  distributor  undertakes to purchase the powder cartridges and
control  electronics  exclusively  from  BLUE  INDUSTRIES  under  the conditions
defined  in  the  annexe  attached  to  the  present  contract.


Article  1  -  Prices


The  treatment  cartridges,  the  electronics and components will be sold at the
prices  quoted  in  the  BLUE  INDUSTRIES  price  list.

BLUE  INDUSTRIES undertakes to maintain these prices and to give 3 months notice
of  any  changes.


Article  2  -  Obligations  of  BLUE  INDUSTRIES


BLUE  INDUSTRIES  is  obliged  to  deliver  within  90  days  of  receiving  the
corresponding  order

Deliveries  are  made  ex-works.

BLUE  INDUSTRIES  is  responsible  for  export  customs  formalities.
The  manufacturer  is  responsible for import customs formalities, insurance and
transport.

In  the event of factors beyond the control of the parties (such as acts of God,
civil  disturbance  or  war),  the contract will be suspended and will come into
force  again  when  these  factors  have  ceased.


Article  3  -  Obligations  of  the  purchaser


a)     The  purchaser  undertakes  to  pay  the  price agreed in the price lists
within  the  times stated in the sales terms and conditions given in the annexe.


                                       10

<PAGE>


b)     Reservation  of  ownership  clauses

It  is  agreed between the parties that the products remain the property of BLUE
INDUSTRIES  until  payment  is  made  in  full.

c)     Taking  possession  of  the  products

The distributor undertakes to collect the products as soon as they are delivered
and  to  ensure  them  against  risks  from  this  time.

                                       11

<PAGE>
                          CHAPTER V:  FINAL PROVISIONS
                          ----------------------------

Article  1  -  Hardship


In  the  event  of  unpredictable  risks  occurring  during the execution of the
contract  that  could  endanger  the  balance  of  economic  relations that were
predicted  by  the  parties, the parties agree to meet immediately and adapt the
contract  to  the  new  economic  situation.
This  meeting  should take within two weeks of an information note being sent by
registered  mail  by  the  party that considers that the balance has been upset.

This balance could be upset if the economic circumstances are such that there is
no  longer  any  value in the operation for at least one of the parties (e.g. no
profit  margin).

If  the  parties  do  not  manage  to  find a new agreement, and if the economic
situation  is  such  that one of the parties is unable to make any profit in the
contractual  relation,  the  contract  will  become  null  and  void.



Article  2  -  Cancellation  of  the  contract


If  one or other of the parties does not fulfil its obligations, the other party
will  have  the right to ask for the contract to be cancelled in all its clauses
without  the  possibility  of  separating  the  annexed  articles.

The  request  for  cancellation  must  be  sent  by registered mail in which the
damaged party will ask for the contract to be correctly executed within a period
of  one  month.
If  after  this  period  of one month the contract has not been regularised, the
other  party  will  be  able  to  enforce  cancellation.



Article  3:  Transfer  of  the  contract


The  contract  cannot  be  transferred by the manufacturer/distributor except by
agreement  between  the  parties.  In contrast, BLUE INDUSTRIES can transfer the
benefits  of  the  contract  to  any  company  of its group, without needing the
agreement  of  the  co-contractor.


                                       12


<PAGE>

Article  4  -  Legal  competence


a)     Law  applicable

In  the  event  of litigation, the parties agree that only Swiss law will apply.

b)     Arbitration

In the event of dispute, cancellation or annulment of the agreement, the parties
agree  to  resolve  their  dispute  using  the  rules  of  arbitration.

To  this  end,  they agree to refer to the rules of the International Chamber of
Commerce.

c)     Indivisibility  of  the  contract

All  the  articles  are  indivisible  in  all  respects  whatsoever.

Signed  at  Paris  12-2-2002




/s/ Dr.  M. - S. Yamani                   /s/ Fernand  LeLoroux
DESERT  BLUE                              BLUE  Industries
Dr.  M.  -  S.  Yamani                    F.  LE  LOROUX
President                                 President




                                       13



<PAGE>
                    CODICIL No.1 TO CONTRACT No. BI/ME/0202-1
                    -----------------------------------------


Quotas  &  Sales  Targets
-------------------------



                                       14

<PAGE>
                    CODICIL No.2 TO CONTRACT No. BI/ME/0202-1
                    -----------------------------------------


                             CATALOGUE & PRICE LIST



See  BLUE  INDUSTRIES  catalogue.



                                       15

<PAGE>
                    CODICIL No.3 TO CONTRACT No. BI/ME/0202-1
                    -----------------------------------------


                           Sales Terms and Conditions

I.     PAYMENT




II.     DELIVERY.

The  delivery  conditions  are:  ex-works  for  volumes  of  less than one 20 ft
container and delivery to a bonded warehouse, by a transporter designated by the
distributor  or the coordinator, departing from a French, Belgian or Netherlands
port  or  by  Swiss,  French, German, Belgian or Netherlands air freight for all
dispatch  by  full  container  load(s).



                                       16