<PAGE>   1
                                                                    Exhibit 10.6

                            THE ELECTROMAGNETION(TM)
                              AQUAFUEL(TM) ENHANCE
                                LICENSE AGREEMENT

      THIS AGREEMENT, effective this 8th day of [ILLEGIBLE]

      Lawrence Perovetz 50% owner of the Electro[ILLEGIBLE] Ruggero Maria
Santilli 50% owner of the Elec [ILLEGIBLE] collectively "ElectroMagnetion(TM)
Owners");

                                      and

      Toups Technology Licensing Incorporated, S[ILLEGIBLE] Road, Largo, Florida
33777, ("TTL"), by its Pre[ILLEGIBLE] Officer, Leon H, Toups;

                                 WITNESSETH THAT

      WHEREAS the ElectroMagnetion(TM) Owners have filed a patent application on
ElectroMagnetion(TM) and are developing the related technology, here defined as
new bonds among molecules, caused by suitable electric and/or magnetic fields
(collectively "ElectroMagnetion(TM) Technology"); AND

      WHEREAS TTL is engaged in the business of developing market-ready
technological products and services protected by intellectual property rights,
especially patents, by application of a systems approach to identifying,
funding, developing, and marketing technological products and services; AND

      WHEREAS TTL is the world-wide exclusive sub-licensee for the AquaFuel(TM)
Technology, a nonfossil combustible gas produced via an electric discharge on
carbon rods in water, AND

      WHEREAS in so far as the ElectroMagnetion(TM) Owners portray the
ElectroMagnetion(TM) Technology as that effecting the structure as well as
certain new industrial practical applications of AquaFuel(TM); AND

      WHEREAS ElectroMagnetion(TM) Owners and TTL are jointly interested in
commercializing ElectroMagnetion(TM) Technology as same is deemed an enhancement
to AquaFuel(TM), as by a License Agreement that provides for the
ElectroMagnetion(TM) Owners to introduce TTL to the technology and to authorize
TTL to make and to commercialize ElectroMagnetion(TM) Technology as same is
deemed an enhancement to AquaFuel(TM) at an agreed royalty, so long as both
parties perform in accordance with this ElectroMagnetion(TM)-AquaFuel(TM)
License;

For TTL:  LM                               ElectroMagnetion(TM) Owners: Initials
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                               Page 1 of 15 Pages
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      NOW, THEREFORE, intending to be legally bound the ElectroMagnetion(TM)
Owners permit and TTL, agrees to undertake designing, manufacturing, and selling
or otherwise commercializing The ElectroMagnetion(TM) Technology as same is
deemed an enhancement to AquaFuel(TM) upon the following terms and conditions
(the "ElectroMagnetion(TM)-AquaFuel(TM) License")

1. Definitions

      a.    "Licensed Know-how" means unpatented proprietary technical,
            professional, or commercial information as it applied to
            AquaFuel(TM) disclosed to TTL by ElectroMagnetion(TM) Owners, and
            useful in designing, making, or using Licensed Products or
            performing Licensed Services.

      b.    "Licensed Patent" means any patent (or disclosed patent
            application) according to the limitations of this license to TTL
            herein and containing a claim defining the composition, design,
            machine, process, product by process, manufacturing, structure,
            operation, or use of the ElectroMagnetion(TM) Technology as deemed
            an enhancement to AquaFuel(TM), insofar as owned or licensable by
            ElectroMagnetion(TM) Owners and so licensed to TTL in or for the
            License Territory.

      c.    "Licensed Product(TM) means by-product or related composition whose
            production, structure, or use embodies any Licensed Know-how, is
            defined by a claim of a Licensed Patent or disclosed patent
            application and/or would infringe a Licensed Patent in the absence
            of this ElectroMagnetion(TM)-AquaFuel(TM) License.

      d.    "Licensed Service" means any designing, making, specifying, or any
            instruction, leasing, or performance of other services relating to
            any Licensed Product for, to, or with a customer or other party.

      e.    "Licensed Specification" means any requirement or standard
            identified by ElectroMagnetion(TM) Owners to TTL relating to
            composition, design, manufacturing method, structure, workmanship
            and/or resulting appearance, form, identity, quality, or
            presentation of a Licensed Product or a Licensed System,

      f     "Licensed System" means any apparatus, assembly, device, or
            structure for producing or using a Licensed Product, with or for use
            with (or without) other accessories.

For TTL:  LM                               ElectroMagnetion(TM) Owners: Initials
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                               Page 2 of 15 Pages
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      g.    "Licensed Trademark "Eletion(TM), Magnetion(TM) or
            ElectroMagnetion(TM) Technology or other word and/or design, used
            with or without any other word and/or design, in or as a brand name
            for Licensed Products or Licensed Services or Licensed Systems.

      h.    "Improvement" means any substantial change in any foregoing
            defined item (a to g) during this ElectroMagnetion(TM)-AquaFuel(TM)
            License, whether made by ElectroMagnetion(TM) Owners or by TTL, or
            both, or otherwise owned and/or licensable by either of them to the
            other, as more fully considered below.

      i.    "License Term" means the duration of this
            ElectroMagnetion(TM)-AquaFuel(TM) License, as follows: (i) an
            Initial Period, beginning on the aforesaid effective date with a
            Startup Time ending on exactly December 31, 1998, and continuing, if
            TTL so elects, to the end of the year 2002; and (ii) further
            continuing (at TTL's advance notice of election to do so) for one or
            more successive Renewal Periods of three (3) calendar years.

      j.    "License Territory" means worldwide.

      k.    "Common Shares" means the $.001 par value Common Stock of Toups
            Technology Licensing, Inc..

      l.    "Registration Rights" means those actions necessary to register the
            Common Stock described herein with federal and/or state authorities
            as is required to allow the issuance of non-legend Common Shares of
            TTL.

      m.    "ElectroMagnetion(TM) Technology" for the purposes of this
            ElectroMagnetion(TM)-AquaFuel(TM) License, means the patent pending,
            technology owned by the ElectroMagnetion(TM) Owners and of which is
            specifically found to enhance the commercialization of the
            AquaFuel(TM) technology.

      n.    "ElectroMagnetion(TM) Owners" means Lawrence Perovetz and Ruggero
            Maria Santilli, and any and all other persons, entities or others
            who are now and who may become co-owners or co-patent owners when
            ElectroMagnetion(TM) Technology patent(s) are granted.

      o.    "TTL" shall means Toups Technology Licensing, Inc., a Florida
            Corporation.

For TTL:  LM                               ElectroMagnetion(TM) Owners: Initials
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                               Page 3 of 15 Pages
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      p.    "Cash Equivalent" shall mean the Common Shares of TTL provided
            such Common Shares are traded through a recognized quotation service
            and/or exchange including the over-the-counter bulletin board, the
            NasDaq market system or any United States registered securities
            exchange. The value of the Common Shares shall be fixed at the "ask"
            price of the Common Shares as offered through such quotation service
            or exchange as of the day of any transaction relating to this
            ElectroMagnetion(TM)-AquaFuel(TM) License.

2. License and Sublicenses

      a.    ElectroMagnetion(TM) Owners hereby grants to TTL, for the License
            Term only, an indivisible, non-assignable right and license to make,
            use, lease, sell, and otherwise practice commercially the defined
            Licensed subject matter as defined in items 1a-1g hereonabove.

      b.    So long as TTL is in good standing under this ElectroMagnetion(TM)-
            AquaFuel(TM) License, this grant is to be exclusive, meaning that
            ElectroMagnetion(TM) Owners will not grant any third party a similar
            license in the License Territory.

      c.    TTL shall have the right to apply any Licensed Trademark to Licensed
            Products and other components sold by TTL for construction of
            Licensed Systems, but TTL shall use Licensed Trademarks only in
            accordance with acceptable trademark practice and subject to the
            provisions of this ElectroMagnetion(TM)-AquaFuel(TM) License.

      d.    TTL customers will have an implied sublicense to assemble Licensed
            Products into Licensed Systems, with or without other components.
            TTL shall not enter into sub-license agreements relating to any use
            of ElectroMagnetion(TM) which are under terms less favorable than or
            in contradiction to those which are specified throughout this
            agreement.

      e.    TTL may grant sublicenses under this ElectroMagnetion(TM)-
            AquaFuel(TM) License. Both Parties hereto shall cause any third
            parties whether vendor, consultant or otherwise, to enter
            Confidentiality Agreements relating to the matters hereon.

3. License Term

      a.    The Initial Period begins on the effective date of this
            ElectroMagnetion(TM)-AquaFuel(TM) License and will extend at least
            to December 31, 1998, when it will terminate if TTL fails to notify

For TTL:  LM                               ElectroMagnetion(TM) Owners: Initials
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                               Page 4 of 15 Pages
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      ElectroMagnetion(TM) Owners in writing at least thirty (30) days
      theretofore that TTL elects to continue for the rest of the Initial
      Period. Such notice would extend the Initial Period to December 31, 2002.

      b.    Unless sooner terminated, the License Term may continue for a
            succeeding Renewal Period, from the end of the Initial Period or of
            any Renewal Period, at the election of TTL if then in good standing;
            such election to be made by TTL giving written notice to
            ElectroMagnetion(TM) Owners anytime during the last calendar quarter
            of any Period, of intention to continue this
            ElectroMagnetion(TM)-AquaFuel(TM) License for a succeeding Renewal
            Period, beginning on the first day of January of the next year and
            continuing for three (3) more years.

      c.    The License Term shall continue from Period to Period so long as TTL
            timely renews, or until ElectroMagnetion(TM) Owners gives TTL notice
            that TTL is no longer in good standing because of a specified breach
            or default of one or more of TTL's obligations under this
            ElectroMagnetion(TM)-AquaFuel(TM) License; TTL shall have the right
            to remedy any such breach or default within forty-five (45) days
            thereafter or by the due date of the next quarterly report by TTL
            (whichever is later) to return to good standing as to such breach or
            default, unless such breach shall be in connection with TTL'S
            failure to pay or report Royalty in which case this license shall be
            terminated 45 days after non-payment of amounts due. Likewise, if
            ElectroMagnetion(TM) Owners should be in breach or default of one or
            more of ElectroMagnetion(TM) Owner's obligations under this
            ElectroMagnetion(TM)-AquaFuel(TM) License, ElectroMagnetion(TM)
            Owners shall have the right to remedy any such breach or default
            within forty-five (45) days thereafter or by the due date of the
            next quarterly report by TTL (whichever is later) to return to good
            standing as to such breach or default.

      d.    Obligations of this ElectroMagnetion(TM)-AquaFuel(TM) License that
            are indicated as surviving beyond the end of a Period or of the
            License Term shall continue for such time period as may be lawful,
            despite notice by either party to the other of an election to
            discontinue either party's participation in or under this
            ElectroMagnetion(TM)-AquaFuel(TM) License.

      e.    The Term of this ElectroMagnetion(TM)-AquaFuel(TM) License, if not
            sooner ended by the act of a party or the operation of law, shall
            end upon expiration of the last to expire of the Licensed Patents,
            if any,

For TTL:  LM                               ElectroMagnetion(TM) Owners: Initials
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                               Page 5 of 15 Pages
<PAGE>   6

      except as TTL is using the ElectroMagnetion(TM) Technology trademark, or
      otherwise as noted below.

4. Confidentiality

      a.    To the extent that TTL receives Licensed Know-how, or either party
            becomes aware of other proprietary information from the other party
            via their relationship pursuant to this ElectroMagnetion(TM)-
            AquaFuel(TM) License, each recipient of such information will hold
            it in confidence so long as the other party effectively treats it as
            confidential, except as specific information becomes public
            knowledge otherwise than by or from TTL.

      b.    The foregoing obligation to keep proprietary information
            confidential and to safeguard it within the organization of a party
            will survive any termination of this ElectroMagnetion(TM)-
            AquaFuel(TM) License to the extent that such information is not
            common trade knowledge. To the extent permitted by law, TTL shall
            cause all third party participants to execute and adhere to the same
            or similar agreements of confidentiality, as defined in 2e.

5. Startup Time

      a.    TTL shall make available at its own expense, facilities, equipment,
            and resources for the ElectroMagnetion(TM) Technology design,
            development, and marketing purposes during the Startup Time in order
            to enable the equipment and resultant products to be analyzed,
            tested, and (as soon as feasible) to be demonstrated to prospective
            customers, investors, and other interested persons. Any use of TTL's
            facilities by the ElectroMagnetion(TM) Owners for applications other
            than for AquaFuel(TM) shall be the subject of a separate agreement.

      b.    ElectroMagnetion(TM) Owners will provide a continual supply of
            information relating to the ElectroMagnetion(TM) Technology Licensed
            Know-how to TTL from time to time as may be appropriate.
            ElectroMagnetion(TM) Owners acknowledge that due to the development
            stage of the ElectroMagnetion(TM) technology, TTL would not enter
            this agreement without their assurances of continued informational
            guidance and any withholding of such information or lack of
            willingness to provide such information shall be grounds for default
            of this agreement.

6. Royalties

For TTL:  LM                               ElectroMagnetion(TM) Owners: Initials
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                               Page 6 of 15 Pages
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      a.    The Running Royalty rate for Licensed Patent, Licensed Know-how,
            Licensed Trademarks, Licensed Product, Licensed Services, and
            Licensed Systems is Six Percent (6%) of all that TTL receives in
            money or other things of value for leasing, servicing, selling, or
            otherwise commercializing the same.

      b.    Running Royalty accrues upon invoice, lease, sale, or service by TTL
            but shall not be payable until TTL's receipt of payment thereof and
            shall be without any deduction from TTL's actual total revenue
            therefrom, except for customers' related costs (such as insurance,
            shipping, or taxes) and then only if so itemized on TTL's invoices
            to them. TTL undertakes to use all legal means in the collection of
            any customer's outstanding payments.

      c.    Running Royalty payable for any given month becomes due at the end
            of the then current calendar quarter, and shall be paid, according
            to item 6b hereinabove, during the first month of the next calendar
            quarter, or will become overdue on the first day of the second
            month.

      d.    In addition to the Running Royalties which may become due, upon
            signing this ElectroMagnetion(TM)-AquaFuel(TM) License, TTL shall
            deliver to ElectroMagnetion(TM) Owners Cash Equivalents equal to
            $250,000 (two hundred and fifty thousand dollars) in the form of
            unregistered Common Shares. Said Shares shall be fully vested upon
            receipt. At July 8, 1998, the "bid" price for TTL's Common Shares as
            displayed through the over-the-counter, bulletin board marketplace
            was $2.375. Therefore, TTL shall issue 105,263 unregistered Common
            Shares in fulfillment of this item 6d. TTL undertakes to bear all
            expenses to cause for the registration of such Cash Equivalents
            according to applicable federal and state securities registration
            requirements within a reasonable time following the execution of
            this ElectroMagnetion(TM)-AquaFuel(TM) License but in no event shall
            such registration commence later than 90 days after the effective
            date of this ElectroMagnetion(TM)-AquaFuel(TM) License.

7. Payments and Reports

      a.    TTL will report to ElectroMagnetion(TM) Owners, all Running
            Royalties for each calendar quarter of the License Term during the
            first month of the next ensuing calendar quarter and will include
            with each such report full payment of royalty due for (and reported
            for) the preceding quarter's operations. Each report shall include a
            listing of all current ElectroMagnetion(TM) sub-licensees.

For TTL:  LM                               ElectroMagnetion(TM) Owners: Initials
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                               Page 7 of 15 Pages
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      b.    Quarterly and annual royalty reports will be signed and be certified
            as accurate and complete by an authorized officer of TTL.

      c.    TTL will keep accurate and complete records of all business done
            pursuant to this ElectroMagnetion(TM)-AquaFuel(TM) License and will
            make such records available to ElectroMagnetion(TM) Owners, no more
            than two (2) persons at once-for inspection during regular business
            hours, upon at least three (3) business days' advance notice, to
            determine Royalties accrued and paid or unpaid, and any other
            information due hereunder.

      d.    ElectroMagnetion(TM) Owners may cause an audit to be made of the
            applicable records in order to verify statement for Running
            Royalties made hereunder. Any audits shall be conducted by an
            independent certified public accountant, acceptable to both parties,
            and shall be conducted during regular business hours at TTL's
            offices.

      e.    ElectroMagnetion(TM) Owners shall bear the expenses of any such
            audit unless such audit reveals that the Royalties paid by TTL under
            this ElectroMagnetion(TM)-AquaFuel(TM) License for the Period
            subject to the audit are less than ninety-five percent (95%) of the
            amount owed by TTL for such period. In such event, the costs of the
            audit shall be borne by TTL in addition and without limitation to
            any right of remedy ElectroMagnetion(TM) Owners may have, TTL agrees
            to pay the balance of such royalties due ElectroMagnetion(TM)
            Owners within forty-five (45) days after written notice from
            ElectroMagnetion(TM) Owners of TTL's understatement of Royalties
            due. Furthermore, TTL shall pay interest on all understated
            Royalties at a rate of 1.5% per month or lesser amount as mandated
            by law, computed from the day on which said Royalties were due and
            owing to ElectroMagnetion(TM) Owners.

      f.    Failure by TTL to report or to pay Royalty, or to maintain or make
            available records of business done hereunder, will terminate this
            ElectroMagnetion(TM)-AquaFuel(TM) License, if not remedied within
            thirty (30) days, unless limited to nonpayment of money, which may
            be remedied within forty-five (45) days.

8. Improvements

      a.    Any new composition, design, product, or service which improves a
            Licensed Product or Licensed Services or Licensed Systems, invented
            or otherwise coming under the control of either party during the
            License Term, is deemed an "Improvement" and such

For TTL:  LM                               ElectroMagnetion(TM) Owners: Initials
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                               Page 8 of 15 Pages
<PAGE>   9

            party will disclose the same to the other party promptly and in
            enough detail to enable the other party to elect whether to have
            such Improvement included hereunder.

      b.    As to any such Improvement by either party, either party may elect
            to have such Improvement included hereunder, within three (3) months
            after first knowledge thereof, without change in Royalty, by
            promptly notifying the other party of an election to do so; and the
            party that made or acquired such Improvement need do no more if the
            other party fails to elect to include the Improvement.

      c.    Any Improvement shall become a part of this agreement unless such
            Improvement is deemed patentable in its own right. Any Improvement
            which is deemed patentable and which is found to be a part of this
            agreement, i.e., an enhancement to AquaFuel(TM), may be the subject
            of a separate agreement.

      d.    Nothing within this Agreement shall preclude TTL from independently
            filing patents on AquaFuel(TM) technology or inclusive of any aspect
            contained in the existing patent application for
            ElectroMagnetion(TM) for liquids as well as a continuation patent
            without any further compensation. However, nothing within this
            agreement shall authorize TTL to bind ElctroMagnetion(TM) Owners to
            any patent to which they do not want to participate.

9. Infringement Rights

      a.    The ElectroMagnetion(TM) Owners state that the ElectroMagnetion(TM)
            Technology is a new bond among molecules caused by suitable electric
            and/or magnetic fields and that ElectroMagnetion(TM) is an
            independent invention eligible for patent(s) or similar devices
            separate from the AquaFuel(TM) Technology. Therefore, in so far as
            the ElectroMagnetion(TM) Technology is found to be not eligible for
            patent(s) or is found to infringe on any pre-existing patent(s)
            including those patent(s) underlying the AquaFuel(TM) Technology,
            then TTL shall have no further obligation of any kind under this
            ElectroMagnetion(TM)-AquaFuel(TM) License. The ElectroMagnetion(TM)
            Owners shall notify TTL in writing at such time as any
            ElectroMagnetion(TM) Technology patent is issued or denied according
            to any action, final or otherwise, by the US Patent Office.

      b.    In the event that TTL's commercialization of any Licensed Product,
            Licensed Service, or Licensed System is accused of-infringing a
            proprietary right of any third party, the parties will cooperate in
            attempting to avoid such infringement or to prove lack of

For TTL:  LM                               ElectroMagnetion(TM) Owners: Initials
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                               Page 9 of 15 Pages
<PAGE>   10

      infringement, and so long as TTL's license hereunder is exclusive to the
      extent set forth above, TTL will have a right, but not an obligation, to
      defend or assist in defending against any infringement action brought by a
      third party, subject to paying all the costs of doing so other than such
      costs or expenses as ElectroMagnetion(TM) Owners may voluntarily pay
      incidental thereto or to participation therein. Any moneys recovered as a
      result of litigation or however will be retained by the parties, pro-rated
      to their expenditures.

      c.    Neither party will be liable to the other party if unable or
            unwilling to continue this ElectroMagnetion(TM)-AquaFuel(TM) License
            because of such infringement of third-party rights, and in that
            event TTL will cease commercializing Licensed Products, Licensed
            Services, and Licensed Systems, and TTL will relinquish its rights
            hereunder in that event, and thereby terminate its Royalty and
            attendant obligations to ElectroMagnetion(TM) Owners.

      d.    In the event that the activities of any third party are asserted (or
            other-wise appear) to infringe an intellectual property right
            licensed to TTL hereunder, the parties will cooperate in attempting
            to ascertain and to abate such infringement. So long as TTL's
            license hereunder is exclusive to the extent set forth above, TTL
            will have a prior right, but not an obligation, to abate such
            infringement, whether by litigation or otherwise, subject to paying
            all the costs of doing so other than such costs or expenses as
            ElectroMagnetion(TM) Owners may voluntarily pay incidental thereto
            or to participation therein. Any moneys recovered from a third-party
            infringer will be retained by the parties, pro-rated to their
            expenditures after determining what portion of moneys recovered are
            due ElectroMagnetion(TM) Owners as part of their Running Royalty.

      e.    If third-party infringement is not abated, TTL may elect to continue
            as a non-exclusive licensee under this ElectroMagnetion(TM)-
            AquaFuel(TM) License as its sole remedy, or alternatively TTL may
            discontinue its license and cease royalty payments as its sole
            remedy.

10. Assurances

      a.    ElectroMagnetion(TM) Owners assures TTL of its origination of the
            inventions and ElectroMagnetion(TM) Owners guarantee TTL of
            ElectroMagnetion(TM) Owner's invention priority.

      b.    ElectroMagnetion(TM) Owners warrants ownership of the Licensed
            Products and Licensed Services, in the specific sense that

For TTL:  LM                               ElectroMagnetion(TM) Owners: Initials
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                              Page 10 of 15 Pages
<PAGE>   11

      ElectroMagnetion(TM) Owners have no reason to believe that any third party
      has any right to prevent either ElectroMagnetion(TM) Owners or TTL from
      practicing any Licensed Invention, or from using any Licensed Trademark,
      as provided in this ElectroMagnetion(TM)-AquaFuel(TM) License, and
      ElectroMagnetion(TM) Owners warrant in good faith such practice or usage
      as non-infringing of third-party rights.

      c.    ElectroMagnetion(TM) Owners will have no liability whatever to ML
            for TTL's actions or inactions under this ElectroMagnetion(TM)-
            AquaFuel(TM) License, and TTL will save ElectroMagnetion(TM) Owners
            harmless against any liability to third parties whether based upon
            agency, contract, negligence, product liability, or other basis-for
            any claim based on action or inaction of TTL relating to Licensed
            Products, Services, or Systems.

11. Product Marking

      a.    TTL will mark on Licensed Products (or containers) each patent
            number applicable thereto upon being advised thereof by
            ElectroMagnetion(TM) Owners. During the patent application period,
            TTL shall mark on Licensed Products "patent pending."

      b.    TTL will display a Licensed Trademark (if elected) on all Licensed
            Product and in advertising copy, brochures, and publications by or
            for TTL about Licensed Product. TTL will not use any Licensed
            Trademark in or as a trade name (i) if not elected by either party,
            or (ii) if elected, after TTL discontinues (or other termination of)
            TTL's license under this ElectroMagnetion(TM)-AquaFuel(TM) License.

      c.    TTL will not make any material change in materials, production
            methods, or otherwise that might affect the nature or quality of any
            the ElectroMagnetion(TM) Technology products or services, without
            approval of ElectroMagnetion(TM) Owners.

      d.    If TTL elects to use one or more Licensed Trademark(s), TTL will
            display one thereof on each container of Licensed Product made by or
            for it, and in all Licensed Product advertising copy, product
            brochures, press releases, and publications by or for TTL about
            Licensed Product plus the generic name of the goods, together with
            occasional notice that such Trademark is the property of
            ElectroMagnetion(TM) Owners.

12. Termination

For TTL:  LM                               ElectroMagnetion(TM) Owners: Initials
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                              Page 11 of 15 Pages
<PAGE>   12

      a.    Anytime during the last calendar quarter of the Initial or any
            Period, TTL may notify ElectroMagnetion(TM) Owners of TTL's election
            to continue the ElectroMagnetion(TM)-AquaFuel(TM) License for a
            Period, to begin at the end of the then current Period; or, by
            failing to do so, TTL will terminate its rights under this
            EIectroMagnetion(TM)-AquaFuel(TM) License, whereupon TTL will be
            obligated to discontinue its participation in licensed activities by
            the end of the existing Period, except as the parties otherwise
            agree in a separate signed written ElectroMagnetion(TM)-AquaFuel(TM)
            License.

      b.    Upon termination, TTL will refrain from exercising thereafter any
            right it had by license hereunder, such as practicing the invention
            of any previously Licensed Patent, or using a Licensed Trademark or
            confusingly similar expression.

      c.    Whenever TTL is not in good standing hereunder, ElectroMagnetion(TM)
            Owners may render TTL's license wholly non-exclusive, or if it is
            already non-exclusive for a prior breach or default
            ElectroMagnetion(TM) Owners may terminate TTL's rights hereunder, in
            the absence of specific curative provisions for TTL's breach or
            default, or if TTL has had an opportunity to comply such a curative
            provisions and failed or refused to do so.

      d.    If either party becomes, or would become, disabled-as by the other
            party's choosing, or being subjected to, an act or a procedure for
            relief of debtors from enforcing compliance with a given executory
            obligation of the other party hereunder (e.g., compliance with
            standards, action with regard to infringers, offer of Improvements)
            the thus disabled party may deem this ElectroMagnetion(TM)-
            AquaFuel(TM) License and the license and other rights under this
            ElectroMagnetion(TM)-AquaFuel(TM) License terminated.

      e.    No inaction or overlooking by ElectroMagnetion(TM) Owners of any
            condition or provision of this ElectroMagnetion(TM)-AquaFuel(TM)
            License or of any breach or default thereof by TTL shall be deemed
            to imply or to constitute a future waiver of any similar breach or
            default of the same or other condition/provision.

      f.    The ElectroMagnetion(TM) Owners are currently engaged in effecting
            patent(s) relating to the ElectroMagnetion(TM) Technology. Should
            the ElectroMagnetion(TM) Owners not be successful in acquiring
            patent(s) relating to the ElectroMagnetion(TM) Technology within a
            reasonable period of time, this ElectroMagnetion(TM)-AquaFuel(TM)
            License shall terminate. For the purposes of this item 12f,
            "reasonable period of time" shall mean that ElectroMagnetion(TM)

For TTL:  LM                               ElectroMagnetion(TM) Owners: Initials
         ----                                                           -------


                              Page 12 of 15 Pages
<PAGE>   13

      Owners shall continually take all steps and perform all work necessary to
      effect the final ElectroMagnetion(TM) Patent and shall report in writing
      such progress to TTL on a quarterly basis beginning with the calendar
      quarter on the aforesaid effective date of this agreement. Failure by
      ElectroMagnetion(TM) Owners to pursue an ElectroMagnetion(TM) patent on a
      reasonable basis shall be grounds for default of this agreement.

13. Notices

      a.    If to ElectroMagnetion(TM) Owners

            Lawrence Perovetz
            1950 East Adams Drive
            Maitland, Florida 32751

            Ruggero Santilli
            90 East Winds Court
            Tarpon Springs, Fl 34683

      b.    If to TTL

           Toups Technology Licensing, Inc.
           7887 Bryan Dairy Road
           Largo, Florida 33777

14. Miscellaneous

      a.    If any one or more provision(s) or effect(s) of this
            ElectroMagnetion(TM)-AquaFuel(TM) License should prove to be invalid
            or unenforceable, and the ElectroMagnetion(TM)-AquaFuel(TM) License
            be otherwise valid and enforceable, the invalid or unenforceable
            provision or portion thereof will be severed, and the remainder of
            the ElectroMagnetion(TM)-AquaFuel(TM) License be and remain valid
            and enforceable to the fullest extent permitted by applicable law.

      b.    This ElectroMagnetion(TM)-AquaFueI(TM) License is made for the
            benefit of the parties, their heirs, successors or any other person
            or legal entity named in any provision hereof, and not made to give
            any unnamed person or legal entity any right of action whatever.

      c.    Each statement made in this ElectroMagnetion(TM)-AquaFuel(TM)
            License is deemed material, and each party is entitled to rely, and
            deemed to have relied, upon the truth and correctness thereof in
            entering into this ElectroMagnetion(TM)-AquaFuel(TM) License.

For TTL:  LM                               ElectroMagnetion(TM) Owners: Initials
         ----                                                           -------


                              Page 13 of 15 Pages
<PAGE>   14

      d.    Each party acknowledges that he has received advice of independent
            counsel of choice as to the inducements, provisions, and terms of
            this ElectroMagnetion(TM)-AquaFuel(TM) License, and their effect,
            whereupon entering into this ElectroMagnetion(TM)-AquaFuel(TM)
            License is each party's free and independent act.

      e.    This ElectroMagnetion(TM)-AquaFuel(TM) License is to be governed by
            Federal law to whatever extent a proprietary right granted by the
            United States is involved, and otherwise by Florida law, except as
            activities of a party in any other State render that other State's
            law applicable.

      f.    In the event that any action or proceeding is brought to enforce any
            of the terms and conditions of this ElectroMagnetion(TM)-
            AquaFuel(TM) License, then the party in whose favor relief is
            granted and/or judgment is entered shall be entitled to have and
            recover from the other party or parties all costs, prejudgement
            interest, and reasonable attorney's fees incurred in connection with
            the enforcement action.

      g.    Notice to be given under this ElectroMagnetion(TM)-AquaFuel(TM)
            License will be in writing and be addressed to the other party at
            the address of such party hereinabove, unless such address has been
            superseded by like notice, whereupon the latest noticed address
            thereof is to be used. Notice will be effective when delivered to
            the addressee, or-if not a change of address-when sent by Express or
            Registered Mail so addressed.

      h.    This ElectroMagnetion(TM)-AquaFuel(TM) License sets forth the entire
            intent and understanding of the parties with regard to the subject
            matter hereof, and merges any prior negotiations or
            ElectroMagnetion(TM)-AquaFuel(TM) Licenses by the parties as to such
            subject matter, and no addition, deletion, or other modification of
            the wording hereof may be made except in writing subsequent hereto
            and signed by the party or parties to be bound thereby.

      i.    The parties hereon acknowledge that TTL enters this agreement as the
            world-wide, exclusive sub-licensee of the AquaFuel(TM) technology
            and that as such, this agreement is not binding on any other party
            including the AquaFuel(TM) Partnership nor any principal thereof.
            The ElectroMagnetion(TM) Owners therefore acknowledge that the
            AquaFuel(TM) Partnership is not bound by the terms of this
            agreement and further agree to hold the AquaFuel(TM) Partnership
            harmless for all matters pertaining to this agreement.

For TTL:  LM                               ElectroMagnetion(TM) Owners: Initials
         ----                                                           -------


                              Page 14 of 15 Pages
<PAGE>   15

      IN WITNESS WHEREOF the parties have caused this
ElectroMagnetion(TM)-AquaFuel(TM) License to be signed, sealed, and attested by
persons duly authorized so to do, as of the date first stated hereinabove.

For ElectroMagnetion(TM) Owners


/s/ Lawrence Perovetz                       /s/ Ruggero Maria Santilli
-------------------------------             ------------------------------------
Lawrence Perovetz 50% owner                 Ruggero Maria Santilli 50% owner

For TTL


/s/ Leon H. Toups                           Attest: /s/ Mark Clancy
-------------------------------                    -----------------------------
Leon H. Toups, President                           Mark Clancy, Vice President

For TTL:  LM                               ElectroMagnetion(TM) Owners: Initials
         ----                                                           -------


                              Page 15 of 15 Pages