Exhibit 10.4


***  Confidential  portions of this document  have been redacted and  separately
filed with Commission.


                            PATENT LICENSE AGREEMENT

THIS Agreement is between Igor Alexeff  ("Licensor"),  whose address is 2790 Oak
Ridge Turnpike,  Oak Ridge, Tennessee 37830, and ASI Technology  Corporation,  a
Nevada  corporation having a principal place of business located at 980 American
Pacific Drive, Suite #111, Henderson, Nevada 89014 ("Licensee").


                                    RECITALS

A.       Licensor owns certain  Patent Rights and  Technology  Rights related to
         Licensed Subject Matter, which were invented by Licensor.

B.       Licensor has authorized  Licensee to begin to develop the Patent Rights
         and Technology Rights.

C.       Licensee has obtained a government  contract to support  development of
         the  Patent  Rights  and  Technology  Rights  for   decontamination  of
         equipment  and  facilities  and  Licensee  has  employed  Licensor as a
         consultant related to this contract.

D.       Licensor desires to have the Licensed Subject Matter developed and used
         for a variety of commercial and government applications for the benefit
         of Licensee and Licensor.

E.       Licensee  wishes to now  formalize a license from  Licensor to practice
         and commercialize Licensed Subject Matter.

NOW,  THEREFORE,  in  consideration  of the mutual covenants and premises herein
contained, the parties agree as follows:

1. EFFECTIVE DATE

This Agreement is effective January 1, 2003 ("Effective Date").

2. DEFINITIONS

As used in this Agreement, the following terms have the meanings indicated:

2.1      "Affiliate"  means any business entity more than 50% owned by Licensee,
         any  business  entity  which  owns  more than 50% of  Licensee,  or any
         business  entity that is more than 50% owned by a business  entity that
         owns more than 50% of Licensee.

2.2      "Licensed Field(s)" means the fields of [***].

2.3      "Licensed Product" means any product,  system, device or apparatus sold
         by  Licensee  comprising  Licensed  Subject  Matter  pursuant  to  this
         Agreement.


<PAGE>

2.4      "Licensed  Subject Matter" means inventions and discoveries  covered by
         Patent Rights or Technology Rights within the Licensed Fields.

2.5      "Licensed Territory" means worldwide.

2.6      "Net Sales" means the gross revenues actually received by Licensee from
         the Sale of  Licensed  Products  less sales  and/or use taxes  actually
         paid,   import   and/or   export   duties   actually   paid,   outbound
         transportation  prepaid or allowed, and amounts allowed or credited due
         to returns (not to exceed the original billing or invoice amount).

2.7      "Patent Rights" means  Licensor's  rights in information or discoveries
         claimed by U.S. patent # 6,232,723 and subsequent  patent  applications
         based thereon ("Improvements"), including all divisions, continuations,
         continuations-in-part,  reissues, reexaminations or extensions thereof,
         and any letters patent that issue thereon, whether foreign or domestic,
         except  as any  such is  excluded  such  as  under  Section  13 of this
         Agreement.

2.8      "Sale or Sold" means the transfer or disposition of a Licensed  Product
         for value to a party other than  Licensee.  The terms "sale" and "sold"
         include  without  limitation  leases and other  transfers  and  similar
         transactions.

2.9      "Technology  Rights" means Licensor's rights in technical  information,
         know-how,  processes,  procedures,   compositions,   devices,  methods,
         formulas,  protocols,  techniques,  software, designs, drawings or data
         created by Inventor  which are not  covered by Patent  Rights but which
         are necessary for practicing the invention(s) covered by Patent Rights.


3. WARRANTY: SUPERIOR-RIGHTS

3.1      Licensor represents and warrants his belief that (i) he is the owner of
         the  entire  right,  title,  and  interest  in and  to  U.S.  Patent  #
         6,232,723, (ii) he has the sole right to grant licenses thereunder, and
         (iii) he has not granted  licenses  thereunder to any other entity that
         would restrict rights granted to Licensee.

3.2      Licensor represents that U.S. Patent # 6,232,723 has not been developed
         under any funding agreement with the Government of the United States of
         America and that he has not granted the Government any rights  relative
         thereto.

3.3      Licensee understands and acknowledges that Licensor, by this Agreement,
         makes no  representation  as to the operability or fitness for any use,
         safety, efficacy, ability to obtain regulatory approval, patentability,
         or  breadth  of  the  Licensed   Subject  Matter.   Licensor  makes  no
         representation  as to whether  there are any patents now held, or which
         will be held, by others in the Licensed  Field,  nor does Licensor make
         any  representation  that the inventions  contained in Patent Rights do
         not infringe any other patents now held or that will be held by others.


4. LICENSE

4.1      Licensor hereby grants to Licensee a royalty-bearing, exclusive license
         under Patent  Rights and  Technology  Rights to make,  have made,  use,
         import,  sell and offer to sell, and have sold Licensed Products within
         the Licensed  Territory for use within Licensed Field with the right to
         sublicense to others.  This grant is subject to the payment by Licensee
         to Licensor of all  consideration  as provided  herein,  and is further
         subject to rights retained by Licensor to:

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         a.       Publish the general scientific  findings from research related
                  to Licensed Subject Matter subject to the terms of Section 12,
                  Confidential Information; and

         b.       Use Licensed  Subject Matter for research,  teaching and other
                  education-related purposes.

4.2      Licensee may extend the license  granted herein to any Affiliate if the
         Affiliate  consents to be bound by this Agreement to the same extent as
         Licensee.

4.3      Licensee may grant sublicenses consistent with this Agreement.


5. PAYMENTS AND REPORTS

5.1      In  consideration  of rights granted by Licensor to Licensee under this
         Agreement, Licensee will pay Licensor the following:

         a.       A non-refundable  initial license fee to cover patent costs to
                  date in the amount of [***] due and payable  within 15 days of
                  when this Agreement is executed by Licensee, and

         b.       A running  royalty  equal to [***] of Net  Sales for  Licensed
                  Products Sold under this Agreement.

5.2      In  consideration  of rights granted by Licensor to Licensee under this
         Agreement,  Licensee further agrees to pay Licensor the following after
         the execution of a sublicense hereunder:

         a.       Within  30 days  after  the  execution  of the  sublicense,  a
                  sublicense  fee of  [***]  of any  up-front  payment  made  to
                  Licensee in consideration  of the sublicense,  excluding funds
                  paid  to  Licensee  for NRE or  research  and  development  or
                  similar purposes;

         b.       [***]  of the  gross  revenue  royalty  payments  received  by
                  Licensee on sales of Licensed Products from any sublicensee.

5.3      During the Term of this Agreement and for 1 year  thereafter,  Licensee
         agrees  to  keep   complete  and  accurate   records  of  its  and  its
         sublicensees Sales and Net Sales of Licensed Products under the license
         granted in this Agreement in sufficient  detail to enable the royalties
         payable hereunder to be determined.  Licensee agrees to permit Licensor
         or its representatives,  at Licensor's expense, to periodically examine
         its books,  ledgers,  and records during regular business hours for the
         purpose of and to the extent  necessary  to verify any report  required
         under this Agreement.  If the amounts due to Licensor are determined to
         have been underpaid,  Licensee will pay the cost of the examination and
         accrued interest at the lesser of 12% or the highest allowable rate.

5.4      Within 30 days after March 31, June 30,  September 30, and December 31,
         beginning  immediately  after the first calendar quarter that royalties
         are due after the Effective  Date,  Licensee must deliver to Licensor a
         true  and  accurate  written  report,  giving  the  particulars  of the
         business  conducted by Licensee and its  sublicensee(s),  if any exist,
         during the preceding  three calendar months under this Agreement as are
         pertinent to calculating  payments hereunder.  This report will include
         at least:

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         a.       the  quantities  of  Licensed   Subject  Matter  that  it  has
                  produced;

         b.       the total gross Sales;

         c.       the total Net Sales;

         d.       the calculation of royalties thereon; and

         e.       the total royalties computed and due Licensor.

         Simultaneously  with the delivery of each report,  Licensee must pay to
         Licensor the amount, due for the period of each report.

5.5      On or before each anniversary of the Effective Date upon 30 day advance
         written  request of  Licensor,  Licensee  shall  deliver to  Licensor a
         progress  report as to Licensee's (and any  sublicensee's)  efforts and
         accomplishments during the preceding year in diligently commercializing
         Licensed Subject Matter in the Licensed  Territory and Licensee's (and,
         if applicable,  sublicensee's) commercialization plans for the upcoming
         year.


6. TERM AND TERMINATION

6.1      The Term of this Agreement is from the Effective Date to the greater of
         either the full end of the term or terms for which  Patent  Rights have
         not expired or for a minimum term of 15 years.

6.2      Any time after 3 years from the Effective Date,  Licensor has the right
         to terminate the exclusivity of this license in the Licensed  Territory
         if  Licensee,  within  90 days  after  receiving  written  notice  from
         Licensor  of  intended  termination  of  exclusivity,  fails to provide
         reasonably   satisfactory   written   evidence  that  Licensee  or  its
         sublicensees has reasonably and continually  attempted to sell Licensed
         Products.

6.3      The following  definitions apply to this Article 6: (i) "Commercialize"
         means having Sales of Licensed  Products;  and (ii) "Active attempts to
         commercialize" means having Sales of Licensed Products or an effective,
         ongoing and active research, development,  manufacturing,  marketing or
         sales program as  appropriate,  directed  toward  obtaining  regulatory
         approval, production or Sales of Licensed Products in any jurisdiction,
         and plans to commercialize licensed inventions.

6.4      This Agreement will earlier terminate:

         a.       automatically if Licensee becomes bankrupt or insolvent and/or
                  if the  business  of  Licensee  is  placed  in the  hands of a
                  receiver,  assignee,  or trustee,  whether by voluntary act of
                  Licensee or otherwise; or

         b.       upon 60 days written notice from Licensor if Licensee breaches
                  or defaults on its  obligation  to make  payments  (if any are
                  due) or reports,  in  accordance  with the terms of Article 5,
                  unless,  before  the end of the 60 day  period,  Licensee  has
                  cured the default or breach and so notifies Licensor,  stating
                  the manner of the cure; or

         c.       upon 90 days written  notice if Licensee  breaches or defaults
                  on any other obligation under this Agreement,  unless,  before
                  the end of the 90 day period,  Licensee  has cured the default
                  or breach and so notifies Licensor,  stating the manner of the
                  cure; or

***  Confidential  portions of this document  have been redacted and  separately
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<PAGE>

         d.       at any time by mutual written  agreement  between Licensee and
                  Licensor   subject   to  any  terms   herein   which   survive
                  termination; or

         e.       under the provisions of Paragraph 6.2 if invoked.

6.5      If this Agreement is terminated for any cause:

         a.       nothing  herein will be construed  to release  either party of
                  any  obligation  matured  prior to the  effective  date of the
                  termination;

         b.       after the effective date of the termination, Licensee may sell
                  all Licensed Products and parts therefor it has on hand at the
                  date of  termination,  if it  pays  earned  royalties  thereon
                  according to the terms of Article 5; and

         c.       Licensee  will be  bound  by the  provisions  of  Articles  10
                  (Indemnification),   11  (Use  of  Inventor's  Name),  and  12
                  (Confidential Information) of this Agreement.


7. INFRINGEMENT BY THIRD PARTIES

7.1      Licensee,  at its expense,  may enforce any patent exclusively licensed
         hereunder  against  infringement by third parties and it is entitled to
         retain  recovery from such  enforcement.  Licensee shall pay Licensor a
         royalty  on any  monetary  recovery  if the  monetary  recovery  is for
         damages,  including  punitive  damages  of any  type,  or a  reasonable
         royalty  in lieu  thereof.  If  Licensee  does not file suit  against a
         substantial infringer of a patent within 6 months of knowledge thereof,
         then  Licensor may enforce any patent  licensed  hereunder on behalf of
         itself  and  Licensee,  Licensor  retaining  all  recoveries  from such
         enforcement.

7.2      In any  infringement  suit or dispute,  the parties  agree to cooperate
         fully with each other. At the request and expense of the party bringing
         suit,  the other party will permit  access to all  relevant  personnel,
         records, papers, information,  samples, specimens, etc., during regular
         business hours.


8. ASSIGNMENT

This  Agreement may be assigned by Licensee  with the prior  written  consent of
Licensor, which will not be unreasonably withheld.


9. PATENT MARKING

\

Licensee  must  permanently  and legibly  mark all  products  and  documentation
manufactured  or sold by it under this  Agreement with a patent notice as may be
permitted or required under Title 35, United States Code.

***  Confidential  portions of this document  have been redacted and  separately
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<PAGE>

10. INDEMNIFICATION

Licensee  agrees to hold harmless and indemnify  Licensor,  from and against any
claims,  demands,  or causes of action whatsoever,  including without limitation
those arising on account of any injury or death of persons or damage to property
caused by, or arising out of, or resulting from, the exercise or practice of the
license  granted  hereunder  by  Licensee,  its  Affiliates  or their  officers,
employees, agents or representatives.


11. USE OF INVENTOR'S NAME

Licensee may use the name and likeness of Inventor (the "Licensor") to promote
the Licensed Products, Patent Rights or Technology Rights. Inventor shall be
provided copies of such promotional materials for review and comment in advance
of such use by Licensee, and may deny the use of his name and likeness in any
material which he reasonably believes is not appropriate.


12. CONFIDENTIAL INFORMATION, PUBLICATION AND NON-COMPETITION

12.1     Licensor  and  Licensee  each agree that all  information  contained in
         documents marked  "confidential"  and forwarded to one by the other are
         to be (i)  received  in  strict  confidence,  (ii)  used  only  for the
         purposes of this  Agreement,  and (iii) not  disclosed by the recipient
         party, its agents or employees without the prior written consent of the
         other  party,  except  to the  extent  that  the  recipient  party  can
         establish competent written proof that such information:

         a.       was in the public domain at the time of disclosure;

         b.       later  became  part of the  public  domain  through  no act or
                  omission  of  the  recipient  party,  its  employees,  agents,
                  successors or assigns;

         c.       was  lawfully  disclosed  to the  recipient  party  without an
                  obligation  of  confidentiality  by a third  party  having the
                  right to so disclose it;

         d.       was  already  known  by the  recipient  party  at the  time of
                  disclosure and not under an obligation of confidentiality;

         e.       was independently developed by the recipient party; or

         f.       is required by law or regulation to be disclosed.

12.2     Each party's  obligation of confidence  hereunder shall be fulfilled by
         using  at  least  the  same  degree  of care  with  the  other  party's
         confidential  information  as it uses to protect  its own  confidential
         information  of a  similar  nature,  which  shall  not be  less  than a
         reasonable  degree of care.  This  obligation  shall  exist  while this
         Agreement is in force and for a period of 2 years thereafter.

12.3     Licensor will submit any  manuscript  for any proposed  publication  of
         research  related to  Licensed  Subject  Matter to Licensee at least 30
         days before  publication,  and Licensee  shall have the right to review
         and  comment  upon  the  publication  in order  to  protect  Licensee's
         confidential   information.   Upon   Licensee's   reasonable   request,
         publication will be delayed

***  Confidential  portions of this document  have been redacted and  separately
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         up  to 60  additional  days  to  enable  Licensee  to  secure  adequate
         intellectual  property  protection of Licensee's property that would be
         affected by the publication.

12.4     Licensor  acknowledges that the pursuit of the activities  forbidden by
         this  Article  12.4  might  impermissibly  make use of the  exclusively
         licensed  Patent  Rights or  Technology  Rights  but that proof of such
         breach of Licensee's exclusivity by Licensor may be extremely difficult
         to prevent or detect. To forestall such breach, and in consideration of
         this Agreement,  Licensor agrees that during the term of this Agreement
         he shall not,  for himself or any third party,  directly or  indirectly
         (i) divert or attempt to divert from  Licensee any business of any kind
         in  which  it  is   engaged,   including,   without   limitation,   the
         inappropriate solicitation of or interference with any of its suppliers
         or customers, (ii) employ or solicit for employment any person employed
         by ASI for a period of one (1) year thereafter,  or (iii) engage in any
         business  activity that is or may be competitive  with ASI as conducted
         related to this Agreement.


13. PATENTS AND INVENTIONS

13.1     Licensee shall pay future costs of the  prosecution  and maintenance of
         the issued patent  #6,232,723 (and any  applications  pending as of the
         date of this  Agreement)  which are reasonably  necessary to obtain and
         maintain a patent.  Furthermore,  at its election Licensee will pay for
         the costs of filing,  prosecuting and maintaining  foreign  counterpart
         applications to the issued patent and pending patent  applications.  If
         Licensee elects to not pay for such costs,  then such  applications and
         patents are excluded from the definition of Patent Rights,  and are not
         licensed to Licensee under this Agreement.

13.2     Licensor  shall own all rights to the  improvements  by Licensee or its
         agents.  Licensee  shall  pay  future  costs of  preparation,  filling,
         prosecuting and maintenance of patents and applications on improvements
         made by  inventors of Licensee or by  Licensor,  however,  in the event
         that Licensee refuses to file patent  applications on such improvements
         when requested by Licensor,  then such  improvements  are excluded from
         the definition of Patent Rights, and are not licensed to Licensee under
         this Agreement.

13.3     Preparation  and  maintenance  of  patent   applications   and  patents
         undertaken  at Licensee's  cost shall be performed by patent  attorneys
         reasonably  selected by Licensee;  and due  diligence and care shall be
         used  in  preparing,   filling,   prosecuting,   and  maintaining  such
         applications  on  patentable  subject  matter.  Licensee may review and
         comment on any and all patent related documents.

13.4     Licensee shall have the right to, on thirty (30) days written notice to
         Licensor,  discontinue  payment of its share of the prosecution  and/or
         maintenance costs of any patents and patent applications.  Upon receipt
         of such written notice,  Licensor shall have the right to continue such
         prosecution  and  maintenance  at his own  expense in which  event this
         license shall be automatically revert to nonexclusive as to the subject
         matter claimed in said patents and applications.

13.5     Notwithstanding the provisions of this Section,  Licensee's obligations
         under this Section shall continue only so long as Licensee continues to
         have an exclusive  license under the Patent Rights and, in the event of
         conversion  of this  License to  non-exclusive,  after the date of such
         conversion:

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         a.       The costs of subsequent preparation,  filing,  prosecuting and
                  maintaining  of the licensed  patents and patent  applications
                  shall  be  the  responsibility  of  Licensor,   provided  such
                  payments are at the sole discretion of the Licensor ; and

         b.       Licensee shall have a  non-exclusive  license without right to
                  future sublicense under those of such patents and applications
                  under which  Licensee  had an exclusive  license  prior to the
                  conversion.


14. ALTERNATE DISPUTE RESOLUTION

Any dispute or  controversy  arising out of or relating to this  Agreement,  its
construction  or its actual or alleged  breach will be first taken to mediation.
If the mediation does not result in a resolution of such dispute or controversy,
it will be  finally  decided  by an  appropriate  method  of  alternate  dispute
resolution, including without limitation,  arbitration, conducted in the city of
Las  Vegas,   Nevada  in  accordance  with  the  Commercial  Dispute  Resolution
Procedures   [http://www.adr.org/rules/commercial_rules.html]  of  the  American
Arbitration   Association.   The   arbitration   panel  will   include   members
knowledgeable  in the  evaluation of the subject  technology.  Judgment upon the
award rendered may be entered in the highest court or forum having jurisdiction,
state or federal.  The provisions of this Article 14 will not apply to decisions
on the validity of patent  claims or to any dispute or  controversy  as to which
any treaty or law prohibits such  arbitration.  The decision of the  arbitration
must be sanctioned by a court of law having  jurisdiction to be binding upon and
enforceable by the parties.


15.  GENERAL

15.1     This Agreement  constitutes  the entire and only agreement  between the
         parties for Licensed  Subject Matter and all other prior  negotiations,
         representations,  agreements, and understandings are superseded hereby.
         No agreements  altering or  supplementing  the terms hereof may be made
         except by a written document signed by both parties.

15.2     Any notice  required by this Agreement must be given by prepaid,  first
         class, certified mail, return receipt requested,  addressed in the case
         of Licensor to:

                                  Igor Alexeff
                             2790 Oak Ridge Turnpike
                           Oak Ridge, Tennessee 37830

         or in the case of Licensee to:

                                 Jerry E. Polis
                           ASI Technology Corporation
                     980 American Pacific Drive, Suite #111
                             Henderson, Nevada 89014

         or other addresses as may be given from time to time under the terms of
         this notice provision.

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15.3     Licensee must comply with all applicable federal,  state and local laws
         and  regulations  in connection  with its  activities  pursuant to this
         Agreement.

15.4     This  Agreement  will be construed and enforced in accordance  with the
         laws of the United States of America and of the State of Nevada.

15.5     Failure of Licensor to enforce a right  under this  Agreement  will not
         act as a waiver of that right or the ability to later assert that right
         relative to the particular situation involved.

15.6     Headings are included herein for convenience only and shall not be used
         to construe this Agreement.

15.7     If  any  part  of  this  Agreement  is  for  any  reason  found  to  be
         unenforceable, all other parts nevertheless remain enforceable.

IN WITNESS  WHEREOF,  the  parties  hereto have  executed  or caused  their duly
authorized representatives to execute this Agreement.

ASI TECHNOLOGY CORPORATION                  LICENSOR
(Licensee)
980 American Pacific Drive                  Igor Alexeff
Suite 111                                   2790 Oak Ridge Turnpike
Hendersen, NV 89014                         Oak Ridge, TN 37830

By: /s/ JERRY E. POLIS                               By: /s/ IGOR ALEXEFF
    ------------------                                   ----------------
         Jerry E. Polis, President                            Igor Alexeff
         1/31/03                                              1/31/03

***  Confidential  portions of this document  have been redacted and  separately
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