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                                                                    Exhibit 10.7

                          TUNNEL BAT LICENSE AGREEMENT

      THIS AGREEMENT, effective this 1st day of July 1998, made between:

      David Richardson 48 Valencia Drive, Dunedin, Florida 34698 holder of his
pertinent patent-pending rights ("Mr. Richardson");

                                       and

      Toups Technology Licensing Incorporated, Suite 105, 7887 Bryan Diary Road,
Largo, Florida 33777, (" TTL"), by its President and Chief Executive Officer,
Leon H, Toups;

                                 WITNESSETH THAT

WHEREAS Mr. Richardson for some years past has been developing and disclosing in
patents pending and technical papers, what he calls Tunnel Bat Technology; of
which he has applied for U.S. Patent(s) "Tunnel Bat" and Mr. Richardson
currently operates a Tunnel Bat vehicle 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 Mr. Richardson and TTL are interested in undertaking together a
joint effort at designing, manufacturing, selling, or otherwise commercializing
Tunnel Bat, as by a License Agreement that provides for Mr. Richardson to
introduce TTL to the technology and to authorize TTL to make and to
commercialize Tunnel Bat, at an agreed royalty, so long as both Parties perform
in accordance with this Agreement;

      NOW, THEREFORE, Mr. Richardson and TTL, intending to be legally bound,
agree to undertake designing, manufacturing, and selling or otherwise
commercializing Tunnel Bat upon the following terms and conditions:

1. Definitions

      a.    "Licensed Know-how" means unpatented proprietary technical,
            professional, or commercial information disclosed to TTL by Mr.
            Richardson, and useful in designing, making, or using Licensed
            Products or performing Licensed Services.

      b.    "Licensed Patent" means any patent (or disclosed patent application)
            licensed to TTL herein and containing a claim defining the
            composition, design, machine, process, product by


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            process, manufacturing, structure, operation, or use Tunnel Bat
            subject matter, insofar as owned or licensable by Mr. Richardson and
            so licensed to TTL in or for the License Territory.

      c.    "Licensed Product" 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 License Agreement, or displays or is commercialized by a
            Licensed Trademark.

      d.    "Licensed Service" means any designing, making, specifying, or any
            instruction, leasing, or performance of other services relating to
            any License Product for, to, or with a customer or other party,
            whether for compensation or not.

      e.    "Licensed Specification" means any requirement or standard
            identified by Mr. Richardson 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

      g.    "Licensed Trademark" "Tunnel Bat" 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 Agreement, whether made by Mr. Richardson
            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 Agreement, as follows: (i)
            an Initial Period, beginning on the aforesaid effective date with a
            Startup Time ending on exactly twelve months thereafter, and
            continuing, if TTL so elects, to the end of the year 2001: 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, noted further below.

      j.    "License Territory" means worldwide.


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      k.    "Startup Time" means the time period from the beginning of the
            Initial Period of this Agreement on the identified effective date,
            to end exactly twelve months thereafter.

2. License and Sublicenses

      a.    Mr. Richardson 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.

      b.    So long as TTL is in good standing under this Agreement, this grant
            is to be exclusive, meaning that Mr. Richardson 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 approved by Mr. Richardson and 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 Agreement

      d.    TTL customers will have an implied sublicense to assemble Licensed
            Products into Licensed Systems, with or without other components.

      e.    Having elected to continue hereunder until at least the end of the
            Startup Time, TTL may grant sublicenses, contingent upon TTL's
            retention of its license under this Agreement.

      f.    Each such sublicense granted by TTL shall be upon terms and
            conditions of Running Royalty not significantly more favorable to
            the sublicensee than the terms and conditions of the present License
            Agreement are to TTL.

      g.    Each sublicense granted by TTL under this Agreement will provide
            expressly that it is so granted and that in the event that TTL
            should discontinue its License hereunder or its license otherwise
            become terminated the sublicensee will become a licensee of Mr.
            Richardson by substitution for TTL, unless prohibited by law.

3. Development Schedule/Existing Equipment

            TTL shall support Mr. Richardson in the development of Tunnel Bat
      model three which shall include the technology used in the prior Tunnel
      Bat vehicles and shall include all modifications thereon according to the
      following schedule:


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      a.    Each month wherein the existing Tunnel Bat vehicle earns an amount
            equal to or greater than $20,000, TTL shall dedicate a minimum of
            50% of said amount toward the purchase of materials and other costs
            associated with the constuction of Tunnel Bat model 3. However, TTL
            at its sole discretion, may apply more than 50% of revenues earned
            toward the purchase of materials and other costs association with
            the construction of Tunnel Bat model 3.

      b.    During the first month of this Agreement TTL shall engage at least
            two national selling agents for the purpose of presenting for sale
            Tunnel Bat vehicle model 3 throughout the continental United States
            and during this period Mr. Richardson shall make available all
            specifications, drawings, diagrams, selling material or other
            information or documentation as is necessary to market the Tunnel
            Bat vehicle model 3.

      c.    As a part of this Agreement, TTL shall become the sole owner of the
            existing Tunnel Bat vehicle and. shall be entitled to all privileges
            thereunto pertaining except that it TTL shall decide to sell the
            existing Tunnel Bat vehicle, Mr. Richardson shall recieve a minimum
            of $30,000 regardless of the sale price received by TTL.

4. License Term

      a.    The Initial Period begins on the effective date of this Agreement
            and will extend at least to the end of the Startup Time, when it
            will terminate if TTL fails to notify Mr. Richardson 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 end on the anniversary of the License Agreement in
            the year 2001.

      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 Mr.
            Richardson within the last calendar quarter of any Period, of
            intention to continue this Agreement 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 Mr. Rchardson 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 Agreement; TTL shall
            have the right to remedy any such breach or default within
            forty-five (45) days thereafter or by the due


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            date of the next quarterly report by TTL (whichever is later) to
            return to good standing as to such breach or default Likewise, if
            Mr. Richardson should be in breach or default of one or more of Mr.
            Richardson's obligations under this Agreement, Mr. Richardson 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 Agreement 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 Agreement.

      e.    The Term of this Agreement, 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, except as TTL is using a TUNNEL
            BAT trademark, or otherwise as noted below.

5. 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 Agreement, 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 Agreement to the extent that
            such information is not common trade knowledge.

6. Startup Time

      a.    TTL will provide facilities, equipment, and resources for TUNNEL BAT
            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.

      b.    Mr. Richardson will provide TUNNEL BAT Licensed Know-how to TTL
            from time to time as may be appropriate and will participate
            regularly as a technical consultant upon TUNNEL BAT design,
            development, testing, and marketing, as TTL deems desirable.


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7. Royalties

      a.    The Running Royalty rate for Licensed Product, Licensed Services,
            and Licensed Systems is Six Percent (6%) of gross remuneration of
            all that TTL receives in money or other thing 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 thirty (30) days thereafter or upon
            TTL's receipt of payment therefor (whichever occurs first), 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.

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

      d.    As a part of Mr. Richardson's Royalties hereunder, upon signing this
            Agreement, TTL shall issue to Mr. Richardson 150,000 of its
            restricted $.001 par value Common Shares. Said Shares shall be fully
            vested upon receipt. These Shares shall be considered to be a
            guaranteed perforformance amount for the Startup Period (1989-1999),
            but shall not be applied against the Running Royalty. TTL shall
            further cause for the registration of at least 50,000 of the
            foresaid Shares exactly six months after June 15, 1998, unless TTL,
            in its sole discretion, registers such Shares at an earlier time,
            such that the Shares may thereafter be issued without restrictions
            on resale.

8. Payments and Reports

      a.    TTL will report to Mr. Richardson (insert mailing address), all
            Running Royalty for each calendar quarter of the License Term during
            the first month of the next ensuing calendar quarter and may include
            with each such report full payment of royalty due for (and reported
            for) the preceding quarter's operations.

      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 Agreement and will make such records available to
            Mr. Richardson, no more than two (2) persons at


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            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.    Mr. Richardson 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.    Mr. Richardson shall bear the expenses of any such audit unless such
            audit reveals that the Royalties paid by TTL under this Agreement
            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 Mr. Richardson may
            have. TTL agrees to pay the balance of such royalties due Mr.
            Richardson within forty-five (45) days after written notice from Mr.
            Richardson 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 Mr.
            Richardson.

      f.    Refusal by TTL to report or to pay Royalty, or to maintain or make
            available records of business done hereunder, will forfeit TTL's
            good standing under this Agreement, if not remedied within thirty
            (30) days, unless limited to nonpayment of money, which may be
            remedied within forty-five (45) days, or by the due date of the next
            quarterly report, whichever is later.

9. Improvements

      a.    Any new composition, design, product, or service conducive to third
            party competition with 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 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 so; and the
            party that made or acquired such Improvement


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            need do no more if both parties fail to elect to include the
            Improvement.

      c.    The originating party of an elected Improvement that appears
            possibly patentable after a competent prior art search, will file
            and prosecute a patent application thereon, and may discontinue
            prosecuting it or maintaining any resulting patent but only after
            giving the other party notice of such intention plus ample
            opportunity to take such (or equivalent) action at its own sole
            future discretion and expense.

      d.    If either party so elects to have any given Improvement included
            under this Agreement, the electing party in doing so will become
            obligated to pay one-half (1/2) the expense of undertaking to patent
            it within the License Territory, whereas the other one-half (1/2) of
            any such patent expense will be the obligation of the originating
            party, whether or not the electing and originating parties are the
            same, except that if TTL elects not to participate in the payment of
            an Improvement made by Mr. Richardson to be included, TTL shall not
            be obligated to do so.

      e.    If the parties have joint inventorship/ownership patent rights in an
            issued Improvement patent, the parties will share equally the
            related ownership rights and expenses including any official patent
            maintenance fees, up to a limit of $10,000 for Mr. Richardson's
            share for any one Improvement patent. The parties need not exercise
            improvement patent rights, except as this Agreement may provide, nor
            need either party account to the other party for any lawful activity
            regarding such patent rights outside this Agreement.

      f.    The parties recognize that well-based differences may arise with
            regard to origination of any given Improvement and that as to U.S.
            patents the determination of inventorship and of patentability is
            exclusively within the jurisdiction of the U.S. Patent and Trademark
            Office and the Federal Courts. Unless the parties are/have joint
            inventors or successor(s) thereto and hence are joint owners, they
            specifically agree that for any Improvement patent application and
            for any resulting patent for an Improvement elected by either party
            to be included hereunder, regardless of inventorship, the
            Improvement originating or otherwise acquiring party will grant to
            the other party (if that other party so elects) an unrestricted
            paid-up (free) license to practice the Improvement for the License
            Term, if such practice of it would not violate any non-elected prior
            patent of the grantor-licensor.


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      g.    Each party's foregoing Improvement rights are executory in nature,
            including the right to be informed of any Improvement by the other
            party, and to elect an Improvement for inclusion hereunder (or not),
            and including rights to ongoing prosecution of patent applications
            and maintenance of patents by an originating party of an elected
            Improvement, and receipt of license or ownership rights thereunder.

10. Infringement Rights

      a.    As of the effective date of this Agreement, TTL acknowledges that
            the exclusive ownership of the initially Licensed Know-how, the
            Licensed Patents, and the Licensed Trademarks is in Mr. Richardson,
            and not at all in TTL.

      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
            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, and shall have also
            the obligation to pay one-half (1/2) of the costs of doing so,
            except as either party may voluntarily pay more thereof incidental
            to participation therein.

      c.    Neither party will be liable to the other party if unable or
            unwilling to continue this Agreement 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 Mr. Richardson.

      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 Mr.
            Richardson 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 Mr. Richardson as part of his Running Royalty, whose action(s)
            had such result.


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

11. Assurances

      a.    Mr. Richardson assures TTL of his origination of the inventions in
            his Licensed patent-pending, but Mr. Richardson cannot guarantee TTL
            of Mr. Richardson's invention priority or patent validity.

      b.    Mr. Richardson warrants ownership of the Licensed Patents and
            Licensed Trademarks, in the specific sense that Mr. Richardson has
            no reason to believe that any third party has any right to prevent
            either Mr. Richardson or TTL from practicing any Licensed Invention,
            or from using any Licensed Trademark, as provided in this Agreement,
            but Mr. Richardson cannot and does not warrant such practice or
            usage as non-infringing of third-party rights.

      c.    Mr. Richardson will instruct and/or assist TTL's personnel in
            design, manufacturing, quality standards, testing, distribution,
            marketing, and sale, as well as proper marking, of Licensed Product
            and Licensed Systems, and Mr. Richardson will provide Licensed
            know-how in doing so, as may be applicable.

      d     Mr. Richardson will have no liability whatever to TTL for TTL's
            actions or inactions under this Agreement, and TTL will save Mr.
            Richardson 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.

12. Product Marking

      a.    TTL will mark on Licensed Products. (or containers) each patent
            number applicable thereto upon being advised thereof by Mr.
            Richardson.

      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, or (ii) if
            elected, after TTL discontinues (or other termination of) TTL's
            license under this Agreement.


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      c.    TTL will provide access for Mr. Richardson, at agreed times, to all
            Licensed Product to enable Mr. Richardson to ascertain that the
            nature and quality thereof meet standards required by trademark law
            of products bearing a Licensed Trademark.

      d.    TTL will not make any material change in materials, production
            methods, or otherwise that might affect the nature or quality of
            any TUNNEL BAT product or service, without advance notice to Mr.
            Richardson and ample opportunity for Mr. Richardson to confirm
            compliance of such product or service with applicable quality
            standards or not.

      e.    TTL will provide representative specimens of each Licensed Product
            or Licensed Service or Licensed System label and advertising copy,
            and of each product or service brochure, before publication thereof,
            to enable Mr. Richardson to assure that they meet accepted trademark
            usage standards.

      f.    TTL will not manufacture, sell, or distribute any Licensed Product
            that does not meet Mr. Richardson's quality standards, nor
            distribute any product literature that does not meet accepted
            trademark usage standards.

      g.    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 Mr.
            Richardson.

13. Termination

      a.    During the last calendar quarter of the Initial or any Renewal
            Period, TTL may notify Mr. Richardson of TTL's election to continue
            the Agreement for a Renewal Period, to begin at the end of the then
            current Period; or, by failing to do so, TTL will terminate its
            rights under this Agreement, 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
            signed written agreement.

      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, MR. RICHARDSON may
            render TTL's license wholly non-exclusive,


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            or if it is already non-exclusive for a prior breach or default MR.
            RICHARDSON may terminate TTL's rights hereunder, in the absence of
            specific curative provisions for TTL's breach or default, or if TTL
            has had art 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 (eg., compliance with
            standards, action with regard to infringers, offer of Improvements)
            the thus disabled party may deem this Agreement and the license and
            other rights under this Agreement terminated.

      e.    No inaction or overlooking by Mr. Richardson of any condition or
            provision of this Agreement 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.

14. Miscellaneous

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

      b.    This License Agreement is made for the benefit of the parties, their
            heirs, successors, and assigns, and 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 Agreement 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 Agreement.

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

      e.    This Agreement is to be governed by Federal law to whatever extent a
            proprietary right granted by the United States is


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            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 Agreement, 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 Agreement 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.

      n.    This Agreement sets forth the entire intent and understanding of the
            parties with regard to the subject matter hereof, and merges any
            prior negotiations or agreements 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.

      IN WITNESS WHEREOF the parties have caused this Agreement to be signed,
sealed, and attested by persons duty authorized so to do, as of the date first
stated hereinabove.

Tunnel Bat                                    TTL


/s/ David Richardson                          /s/ Leon H. Toups, Pres
-------------------------------               ----------------------------------
David Richardson                              Leon H. Toups, President


Attest: /s/ Jerry Kammarr                     Attest: /s/ Mark Clancy
-------------------------------                      ---------------------------
Jerry Kammarr                                        Mark Clancy, Vice President


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