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                                                  Exhibit 10E- License Agreement

                                Agreement License

         This License Agreement (the "Agreement") is entered into by and between
Gary Hess 27681 Alarcon Mission Viejo, Ca 92691 ("Licensor") and Seychelle
Environmental Technologies 32921 Calle Prefecto, San Juan Capistrano, Ca 92675
("Licensee") (Licensor and Licensee are collectively referred to herein as "the
parties"), with reference to the following facts:

         A. Licensor is the owner of certain proprietary rights to an invention
referred to as "hand held Pump technology".

         B. Licensee desires to license certain rights in the invention.

         NOW, THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, the parties agree as follows:

1.0      THE PROPERTY.

     The "Property" refers to the invention(s) described in U.S. Patent No.
     6,136,188, a true and correct copy of which is attached hereto as Exhibit
     "A".

         1.1      PATENTS & IMPROVEMENTS.

     The Property is defined as the invention(s) described in U.S. Patent No.
     6,136,188 and any improvements, reissues or extensions, as well as any
     continuations, divisions, or substitute U.S. patent applications that shall
     be based on the patent(s); and any patent applications corresponding to the
     above-described patent(s) and patent applications that are issued, filed or
     to be filed in any and all foreign countries.

         1.2      PATENTS AND COPYRIGHT, TRADE SECRETS AND TRADEMARKS.

     The "Property" refers to all inventions described in U.S. Patent No.
     6,136,188 and to all other proprietary rights, including but not limited to
     copyrights, trade secrets, formulas, research data, know-how and
     specifications related to the invention or derived from the license
     property commonly known as "hand held Pump technology" as well as the
     AquaGear trademark rights and associated good will.

2.0      LICENSED PRODUCTS.

     "Licensed Products" are defined as any products sold by the Licensee that
     incorporates the Property.

3.0      GRANT OF RIGHTS.

     Licensor grants to Licensee the exclusive right to make, use and sell the
     Property solely in association with the manufacture, sale, use, promotion
     or distribution of the Licensed Products.

4.0      SUBLICENSE.

     Licensee may sublicense the rights granted pursuant to this agreement
     provided: Licensee obtains Licensor's prior written consent to such
     sublicense and Licensor receives such revenue or royalty payment as
     provided in the Payment section below. Any sublicense granted in violation
     of this provision shall be void.

5.0      RESERVATION OF RIGHTS.

     Licensor expressly reserves all rights other than those being conveyed or
     granted in this Agreement.



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6.0      TERRITORY.        [STATEMENT OF TERRITORY]

     The rights granted to Licensee are world-wide (the "Territory").

7.0      TERM.

         This Agreement shall commence upon the latest signature date, (the
"Effective Date") and shall extend for a period of five (5) years (the "Initial
Term"). Following the Initial Term, this agreement shall automatically renew
under the same terms and conditions for five (5) consecutive five year periods.
(the "Renewal Terms") unless Licensee provides written notice of its intention
not to renew this agreement within thirty days before the expiration of the then
current term. In no event shall the Agreement extend longer than the date of
expiration of the longest living patent or last remaining patent application
listed in the definition of the Property.

8.0      ROYALTIES.

     All royalties ("Royalties") provided for under this Agreement shall accrue
     when the items giving rise to the Royalties are sold, shipped, distributed,
     billed or paid for, whichever occurs first.

9.0      NET SALES.

     "Net Sales" are defined as Licensee's gross sales of Licensed Products
     (i.e., the gross invoice amount billed customers) less quantity discounts
     and returns actually credited. A quantity discount is a discount made at
     the time of shipment. No deductions shall be made for cash or other
     discounts, for commissions, for uncollectible accounts, or for fees or
     expenses of any kind which may be incurred by the Licensee in connection
     with the sale of Licensed Products.

10.      LICENSED PRODUCT ROYALTY.

     Licensee agrees to pay a Royalty of two (2%) percent of all Net Sales of
     Licensed Products ("Licensed Product Royalty").

         10.1     LICENSE OF TRADE SECRETS.

     Licensee agrees to pay a Royalty of one (1%) percent of all Net Sales
     revenue of all product sold or marketed under the AquaGear trade name.

         10.2     ROYALTIES ON SPIN OFFS.

     Licensee agrees to pay a Royalty in an amount to be mutually determined and
     agreed ("Spin Off Product Royalty") for all Net Sales of "Spin Off
     Products."A"Spin-Off Product" is any product that is directly derived from,
     based on, or adapted from a Licensed Product that does not meet the
     definition of a Licensed Product.

         10.3     ADJUSTMENT OF ROYALTIES FOR THIRD PARTY LICENSES.

     In the event that any Licensed Product (or other items for which Licensee
     pays Royalties to Licensor) incorporates third party character licenses,
     endorsements, or other proprietary licenses, Licensor agrees to adjust the
     Royalty rate to bear a pro rata percent of such third party licenses. A
     Licensee shall notify Licensor of any such third party licenses prior to
     manufacture. Third party licenses shall not include licenses accruing to an
     affiliate, associate or subsidiary of Licensee.

11.0     PAYMENTS AND STATEMENTS TO LICENSOR.

     Within thirty days after the end of each calendar quarter (the "Royalty
     Period"), an accurate statement of Net Sales of Licensed Products along
     with any royalty payments or sublicensing revenues due to Licensor shall be
     provided to Licensor, regardless of whether any Licensed


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     Products were sold during the Royalty Period. All payments shall be paid in
     United States currency drawn on a United States bank. The acceptance by
     Licensor of any of the statements furnished or royalties paid shall not
     preclude Licensor from questioning the correctness of any payments or
     statements in accordance with paragraph 12.0 below.

12.0     AUDIT.

     Licensee shall keep accurate books of account and records covering all
     transactions relating to the license granted in this Agreement for a period
     of three years. Licensor shall have the right to audit such records at any
     time within such three year period.

13.0     LATE PAYMENT.

     Time is of the essence with respect to all payments to be made by Licensee
     under this Agreement. If Licensee is late in any payment provided for in
     this Agreement, Licensee shall pay interest on the payment from the date
     due until paid at the rate of 1.0% per month.

14.0     LICENSOR WARRANTIES.

     Licensor warrants that it has the power and authority to enter into this
     Agreement and has no knowledge as to any third party claims regarding the
     proprietary rights in the Property which would interfere with the rights
     granted under this Agreement.

15.0     INDEMNIFICATION BY LICENSOR.

     Licensor shall indemnify Licensee and hold Licensee harmless from any
     damages and liabilities (including reasonable attorneys' fees and costs),
     arising from any breach of Licensor's warranties as defined in Licensor's
     Warranties, above, provided: (a) such claim, if sustained, would prevent
     Licensee from marketing the Licensed Products or the Property; (b) such
     claim arises out of the Property as disclosed to the Licensee, and not out
     of any change in the Property made by Licensee or a vendor; (c) Licensee
     gives Licensor prompt written notice of any such claim; and (d) such
     indemnity shall only be applicable in the event of a final decision by
     final settlement or by a court of competent jurisdiction from which no
     right to appeal exists.

16.0     INDEMNIFICATION BY LICENSEE.

     Licensee shall indemnify Licensor and hold Licensor harmless from any
     damages and liabilities (including reasonable attorneys' fees and costs),
     (a) arising out of any alleged defects or failures to perform of the
     Licensed Products or any product liability claims or use of the Licensed
     Products; and (b), any claims arising out of advertising, distribution or
     marketing of the Licensed Products, excluding in each case any claims for
     which Licensor is liable under Paragraph 15.0 above.

         16.1     LIMITATION OF LICENSOR LIABILITY.

     Licensor's maximum liability to Licensee under this Agreement, regardless
     on what basis liability is asserted, shall in no event exceed the total
     amount paid to Licensor under this Agreement. Licensor shall not be liable
     to Licensee for any incidental, consequential, punitive or special damages.

17.0     INFRINGEMENT AGAINST THIRD PARTIES.

     In the event that either party learns of imitations or infringements of the
     Property or Licensed Products, that party shall notify the other in writing
     of the infringements or imitations. Licensor shall have the right to
     commence lawsuits against third persons arising from infringement of the
     Property or Licensed Products. In the event that Licensor does not commence
     a lawsuit against an alleged infringer within sixty days after notification
     by Licensee, Licensee may commence a lawsuit against the third party.
     Before the filing suit, Licensee shall obtain the written consent of
     Licensor to do so and such consent shall not be unreasonably withheld.
     Licensor will cooperate fully and in good faith with Licensee for the
     purpose of securing and preserving Licensee's rights to the Property. Any
     recovery (including, but not limited to a judgment, settlement or licensing




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     agreement included as resolution of an infringement dispute) shall be
     divided equally between the parties after deduction and payment of all
     costs, expenses and attorneys' fees incurred by the party bringing the
     lawsuit.

18.0     EXPLOITATION.

     Licensee agrees to use commercially reasonable efforts to manufacture,
     distribute and sell Licensed Products in commercially reasonable quantities
     during the term of this Agreement and to commence such manufacture,
     distribution and sale on or before September 2002. This is a material
     provision of this Agreement.

19.0     INSURANCE.

     Licensee shall, throughout the Term, obtain and maintain, at its own
     expense, standard product liability insurance coverage, naming Licensor as
     additional named insured. Such policy shall provide protection against any
     claims, demands and causes of action arising out of any alleged defects or
     failure to perform of the Licensed Products or any use of the Licensed
     Products. The amount of coverage shall be a minimum of 3 million dollars.
     The provisions of this section shall survive termination for three years.

20.0     CONFIDENTIALITY.

     The parties acknowledge that each may be furnished or have access to
     confidential information that relates to each other's business (the
     "Confidential Information"). In the event that Information is in written
     form, the disclosing party shall label or stamp the materials with the word
     "Confidential" or some similar warning. In the event that Confidential
     Information is transmitted orally, the disclosing party shall promptly
     provide a writing indicating that such oral communication constitutes
     Confidential Information. The parties agree to maintain the Confidential
     Information in strictest confidence for the sole and exclusive benefit of
     the other party and to restrict access to such Confidential Information to
     persons bound by this Agreement, only on a need-to-know basis. Neither
     party, without prior written approval of the other, shall use or otherwise
     disclose to others, or permit the use by others of the Confidential
     Information.

21.0     TERMINATION.

     This Agreement terminates at the end of five (5) years (the "Initial Term")
     unless renewed pursuant to Paragraph 7.0 above. In no event shall the
     Agreement extend longer than the date of expiration of the longest-living
     patent (or patents) or last-remaining patent application listed in the
     definition of the Property.

22.0     LICENSOR'S RIGHT TO TERMINATE.

     Licensor shall have the right to terminate this Agreement for the following
     reasons:

     (a) Licensee fails to pay Royalties when due or fails to accurately report
     Net Sales, as defined in the Payment Section of this Agreement, and such
     failure is not cured within thirty days after written notice from the
     Licensor;

     (b) Licensee fails to introduce the product to market by September 2002 or
     to offer Licensed Products in commercially reasonable quantities during any
     subsequent year;

     (c) Licensee fails to maintain confidentiality regarding Licensor's trade
     secrets and other Information;



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     (d) Licensee assigns or sublicenses in violation of the Agreement; or

     (e) Licensee fails to maintain or obtain product liability insurance as
     required by the provisions of this Agreement.

23.      EFFECT OF TERMINATION.

     Upon termination of this Agreement, all Royalty obligations accrued through
     the date of termination as established in the Payments Section shall
     immediately become due. After the termination of this license, all rights
     granted to Licensee under this Agreement shall terminate and revert to
     Licensor, and Licensee will refrain from further manufacturing, copying,
     marketing, distribution, or use of any Licensed Product or other product
     which incorporates the Property. Within thirty days after termination,
     Licensee shall deliver to Licensor a statement indicating the number and
     description of the Licensed Products which it had on hand or is in the
     process of manufacturing as of the termination date. Licensee, may dispose
     of the Licensed Products covered by this Agreement for a period of six
     months after termination or expiration except that Licensee shall have no
     such right in the event this Agreement is terminated according to the
     Licensor's Right to Terminate, above. At the end of the post-termination
     sale period, Licensee shall furnish a royalty payment and statement as
     required under the Payment Section.

24.0     DISPUTE RESOLUTION.

         24.1     MEDIATION & ARBITRATION.

     The parties agree that every dispute or difference between them, arising
     under this Agreement, shall be settled first by a meeting of the parties
     attempting to confer and resolve the dispute in a good faith manner. If the
     parties cannot resolve their dispute after conferring, any party may
     require the other parties to submit the matter to non-binding mediation,
     utilizing the services of an impartial professional mediator approved by
     all parties. If the parties cannot come to an agreement following
     mediation, the parties agree to submit the matter to binding arbitration at
     a location mutually agreeable to the parties. The arbitration shall be
     conducted on a confidential basis pursuant to the Commercial Arbitration
     Rules of the American Arbitration Association. Any decision or award as a
     result of any such arbitration proceeding shall include the assessment of
     costs, expenses and reasonable attorney's fees and shall include a written
     record of the proceedings and a written determination of the arbitrators.
     Absent an agreement to the contrary, any such arbitration shall be
     conducted by an arbitrator experienced in intellectual property law. The
     parties reserve the right to object to any individual who shall be employed
     by or affiliated with a competing organization or entity. In the event of
     any such dispute or difference, either party may give to the other notice
     requiring that the matter be settled by arbitration. An award of
     arbitration shall be final and binding on the parties and may be confirmed
     in a court of competent jurisdiction.

25.0     GOVERNING LAW.

     This Agreement shall be governed in accordance with the laws of the State
     of California.

26.0     JURISDICTION.

     The parties consent to the exclusive jurisdiction and venue of the federal
     and state courts located in Orange County, California in any action arising
     out of or relating to this Agreement. The parties waive any other venue to
     which either party might be entitled by domicile or otherwise.

27.0     WAIVER.

     The failure to exercise any right provided in this Agreement shall not be a
     waiver of prior or subsequent rights



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28.0     INVALIDITY.

     If any provision of this Agreement is invalid under any applicable statute
     or rule of law, it is to be considered omitted and the remaining provisions
     of this Agreement shall in no way be affected.

29.0     ENTIRE UNDERSTANDING.

     This Agreement expresses the complete understanding of the parties and
     supersedes all prior representations, agreements and understandings,
     whether written or oral. This Agreement may not be altered except by a
     written document signed by both parties.

30.0     ATTACHMENTS & EXHIBITS.

     The parties agree and acknowledge that all attachments, exhibits and
     schedules referred to in this Agreement are incorporated in this Agreement
     by reference.

31.0     NOTICES.

     Any notice or communication required or permitted to be given under this
     Agreement shall be sufficiently given when received by certified mail,
     facsimile transmission or overnight courier.

32.0     NO JOINT VENTURE.

     Nothing contained in this Agreement shall be construed to place the parties
     in the relationship of agent, employee, franchisee, officer, partners or
     joint ventures. Neither party may create or assume any obligation on behalf
     of the other.

33.0     ASSIGNABILITY.

     Licensee may not assign or transfer its rights or obligations pursuant to
     this Agreement without the prior written consent of Licensor. Any
     assignment or transfer in violation of this section shall be void.


Each party has signed this Agreement through its authorized representative. The
parties, having read this Agreement, indicate their consent to the terms and
conditions by their signature below.

                                            "LICENSOR":

Date:                                       By: /s/
     --------------------------------          ---------------------------------

                                               Its:
                                                   -----------------------------


Date:                                       By:
     --------------------------------          ---------------------------------

                                               Its:
                                                   -----------------------------

                                            "LICENSEE":



Date:                                       By: /s/
     --------------------------------          ---------------------------------
                                                Carl Palmer, President




Date:                                       By:
     --------------------------------          ---------------------------------
                                                Paul H. Lusby, Secretary



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