Exhibit 10.2

Confidential treatment has been requested for portions of this exhibit. The copy
filed herewith omits the information subject to the confidentiality request.
Omissions are designated as **. A complete version of this exhibit has been
filed separately with the Securities and Exchange Commission.

                       GLOBAL SUPPLY AND LICENSE AGREEMENT
                       -----------------------------------

         This Global Supply and License Agreement (this "Agreement") is entered
         into, effective April 10, 2002 (the "Effective Date"), between ONDEO
         Nalco Company, a Delaware corporation with principal executive offices
         located at ONDEO Nalco Center, Naperville, IL 60563 ("Nalco"), Flexible
         Solutions International, Inc., a company organized under the laws of
         Nevada, with principal executive offices located at 2614 Queenswood,
         Victoria, B.C., V8N 1X5 ("FSI") and Mr. Robert N. O'Brien residing at
         2614 Queenswood Victoria BC V8N 1X5, Tax Identification Number - Not
         available. (the "Inventor").

I.       SCOPE OF SUPPLY

A.       FSI agrees to purchase all its requirements of the product described in
         Attachment A from Nalco and subject to the terms herein, Nalco agrees
         to sell, or procure that its affiliates will sell, to FSI the product
         meeting the specifications in Attachment A (the Product") as ordered in
         individual purchase orders issued by FSI.

B.       FSI will submit orders for Product to Nalco (i) at least thirty (30)
         days in advance of delivery by Nalco to FSI for Product to be exported
         by FSI and (ii) at least ten (10) business days in advance of delivery
         by Nalco to FSI for Product to be sold by FSI to customers in the
         United States. Nalco shall have two (2) business days after receipt
         from FSI of such order meeting the requirements set forth in this
         Agreement and documents described in Section I.C herein, to communicate
         to FSI whether Nalco agrees to accept such order. Nalco may reject an
         order from FSI only if: (i) Nalco does not have the capability to
         manufacture the Product at its Sugar Land, Texas or Garyville,
         Louisiana facilities; (ii) Nalco is unable for any reason to outsource
         the manufacture of such Product; or (iii) FSI is otherwise in breach of
         any term or condition of this Agreement; it being understood that Nalco
         shall have sole discretion in determining whether to make any capital
         investments in respect of the manufacture of the Product. FSI agrees
         that if Nalco accepts an order for Product, Nalco may manufacture such
         Product or have Product manufactured by a third party provided such
         Product meets the specifications for the Product as set out in
         Attachment A. During the Term, Nalco and FSI will discuss opportunities
         to optimize the supply chain including optimal locations for
         manufacturing Product closest to the location of the ultimate end-user
         of Product.

C.       All orders for Product issued by FSI to Nalco during the Term
         ("Purchase Orders") are subject to the provisions of this Agreement as
         if such provisions were fully set forth in




                                       1
<PAGE>
         such Purchase Order. Except as otherwise set forth in this Agreement,
         no other terms and conditions, whether in FSI's purchase order or
         otherwise presented to Nalco, shall have any application to this
         Agreement, or any transactions occurring pursuant hereto, unless this
         Agreement shall be specifically amended in writing by the parties. All
         Purchase Orders issued by FSI hereunder, shall include (i) reasonably
         detailed information, as requested by Nalco in advance to FSI,
         regarding FSI and the ultimate consignee of the Product which is
         necessary for Nalco to complete its credit analysis relating to
         approval of any Purchase Order and (ii) with respect to exports,
         documentation reasonably satisfactory to Nalco evidencing that FSI has
         obtained insurance backed financing from the EXIM Bank in an amount
         equal to 90% of the price of Product sold hereunder. FSI understands
         and agrees that as a result of its credit analysis, applying its
         standard procedures, Nalco may require FSI to provide additional
         security to accompany Purchase Orders including without limitation
         letters of credit issued in favor of Nalco from a bank acceptable to
         Nalco and/or performance bonds.

II.      TERM

         This Agreement shall have a term of five (5) years from the Effective
         Date (the "Term"), unless sooner terminated as provided herein. Either
         party shall have the right to terminate this Agreement at the end of
         the Term upon at least six (6) months advance written notice. At the
         end of the Term if neither party has delivered notice of its intent to
         terminate this Agreement, this Agreement shall renew from year to year
         thereafter subject to each party's right to terminate during such
         renewal upon 6 months advance written notice or as otherwise provided
         herein. The word "Term" as used in this Agreement shall include any
         renewal of this Agreement pursuant to this Section II.

III.     PRODUCT QUANTITY ESTIMATES AND REPORTING

         For non-binding planning purposes only, by the 5th day of each month
         during the Term FSI shall provide its estimated purchase volume for
         Product for the following three (3) calendar months. Nalco agrees to
         provide FSI with reports within 15 days following the end of each month
         during the term showing the quantity of Product sold to FSI during the
         previous calendar month and the location of such Product.

IV.      PRICING, DELIVERY AND PAYMENT

A.       FSI will pay Nalco the following price for Product: (i) $**____ per
         pound until Nalco has sold FSI one (1) million pounds of Product in any
         calendar year and (ii) $**____ per pound for all quantity of Product
         sold to FSI in excess of one (1) million pounds in any calendar year.
         At any time that sale of Product from Nalco to FSI exceeds 10 million
         pounds; 100 million pounds and 400 million pounds in any calendar year,
         Nalco and FSI will negotiate discounted pricing for Product sold to FSI
         in excess of such quantities.

** Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.



                                       2
<PAGE>
         Such negotiations may consider detailed engineering studies. Nalco
         agrees to notify FSI in the event its raw material costs or utility
         costs relating to production of the Product increase or decrease by an
         amount greater than or less than 10%, respectively, and provide FSI
         with reasonable documentation to support such cost increase or
         decrease, respectively. Nalco and FSI agree that should the cost of raw
         materials or the cost of utilities used in the manufacture of the
         Product, whether Product is manufactured by or on behalf of Nalco,
         increase or decrease by an amount that is greater than or less than 10%
         of such raw material or utility cost on the Effective Date or any date
         after the Effective Date on which the price of Product increased or
         decreased pursuant to this Section IV.A, the price of Product shall be
         increased or decreased by the aggregate amount of such increase or
         decrease in cost of raw material or cost of utilities, respectively.
         Nalco shall provide FSI with reasonable documentation to support any
         such price change. Prices exclude, and FSI shall pay, all sales, use,
         excise, VAT, GST, export and import taxes, assessments and similar fees
         imposed on the sale, transportation, delivery, storage or use of the
         Product.

B.       Product shall be sold to FSI f.o.b. Nalco's plant. Title in all Product
         shall remain with Nalco until Nalco receives payment for such Product.
         Risk of loss for sale of Product shall pass to FSI upon delivery to FSI
         f.o.b. Nalco's plant. FSI agrees to pay Nalco a warehousing fee as set
         forth on Exhibit A for Product remaining at Nalco in excess of fifteen
         (15) days beyond the date that FSI receives notice of delivery. FSI
         shall make any necessary arrangements for importation of the Product
         into any country.

C.       FSI shall pay Nalco for all Product sold to FSI thirty (30) days after
         invoice date. Payment shall be made in United States Dollars, without
         deduction or offset. FSI shall pay interest on past due invoices at an
         interest rate equal to the lesser of one and one-half percent per month
         or the highest rate permitted by law.

V.       PACKAGING OF PRODUCT

         Packaging of Products is described in Attachment A and shall be in
         conformance with applicable laws and regulations. Nalco shall ensure
         that quantities, weights and identification, as stated on packaging
         lists, are correct.

VI.      TERMINATION

A.       Either Nalco or FSI may terminate this Agreement upon thirty (30) days
         prior written notice to the other in the event of the occurrence of any
         of the following events of default:

         (i)      Failure of the defaulting party to pay when due any amounts
                  owing to the non-defaulting party, other than nonpayment of a
                  disputed amount or obligation to pay to the extent such amount
                  or obligation is disputed in good faith; or

         (ii)     Breaches of any term or condition of this Agreement by the
                  defaulting party;



                                       3
<PAGE>
         (iii)    If the defaulting party shall be or become insolvent or if the
                  normal conduct of business (or such defaulting party's credit)
                  shall become substantially impaired by such defaulting party's
                  credit problems;

         (iv)     If the defaulting party shall call any meeting of creditors or
                  if a receiver or trustee shall be appointed for it or its
                  assets; or

         (v)      If any petition, proceeding or action under any bankruptcy
                  proceeding shall be filed or instituted by the defaulting
                  party or against it and, in the event such proceeding is filed
                  against the defaulting party, such proceeding is not dismissed
                  within sixty (60) days;

         provided that during the above thirty (30) day notice period, the
         defaulting party may cure its default under this Section VI.A, and
         thereby abate the termination; and provided further, that the party
         giving notice of such default in its sole discretion may extend the
         period within which the defaulting party may cure its default.

B.       In the event of termination as set forth above, the party terminating
         this Agreement shall have all rights and remedies available to it at
         law or in equity against the defaulting party, subject to and in
         accordance with the provisions of Section VII below.

VII.     WARRANTY AND REMEDIES

A.       Nalco warrants that at the time of sale the Product sold hereunder or
         pursuant hereto will be free of any claim of any nature by any third
         person and that Nalco will convey clear title thereto at the time of
         sale to FSI. Subject to the limitations of Article VII.B, Nalco
         warrants that the Product sold to FSI shall conform to specifications
         set forth in Attachment A to this Agreement (the "Specifications").
         EXCEPT FOR THE WARRANTIES PROVIDED IN THIS ARTICLE VII.A, THE PRODUCT
         IS SOLD TO FSI ON AN "AS IS" BASIS WITHOUT WARRANTY OF ANY KIND,
         WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE AND NALCO SPECIFICALLY
         DISCLAIMS THE WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND
         FITNESS FOR A PARTICULAR PURPOSE.

B.       If a Product does not meet Specifications, FSI will provide written
         notification and a sample thereof to Nalco. Upon verification that
         Product does not meet Specifications, such quantity of Product will be
         replaced by Nalco with conforming Product, or Nalco will refund the
         purchase price for that quantity of Product, and Nalco will reimburse
         FSI for damages for the testing, storage, disposal, material
         replacement, reformulating, processing, labor and freight incurred by
         FSI due to such defective Product. Nalco's liability for breach of
         warranty is limited to replacement with conforming Product at no charge
         to FSI. No warranty claim may be made by FSI more than ninety (90) days
         after delivery of Product to FSI. Nalco shall not be liable to FSI for
         consequential, indirect or incidental damages or damages measured by
         lost profits whether a claim is in contract, negligence, strict
         liability or other theory of liability, including without limitation,
         for non-



                                       4
<PAGE>
         conforming Product or delays in delivery. In any event, Nalco's
         liability for any and all claims, damages and causes of action arising
         out of the sale, use, storage, delivery or non-delivery of any Product
         or any warranty shall be limited to the price (including freight
         charges if paid by FSI) paid to Nalco for such Product.

VIII.    COMPLIANCE WITH LAWS

         Nalco and FSI represent, warrant, certify and covenant to each other
         that during the Term each party shall comply with all laws.

IX.      CUSTOMS AND TRADE

         FSI agrees that (a) Nalco will not be a party to the importation of
         Products into any country, (b) the transaction(s) represented by this
         Agreement will be consummated prior to export or importation, and (c)
         FSI will neither cause nor permit (i) Nalco's name to be shown as
         "importer of record" on any customs declaration or (ii) Nalco's name to
         be shown on any shippers export declaration or related export
         documentation; unless otherwise specifically agreed to in writing by
         Nalco. FSI shall indemnify, defend, and hold Nalco harmless from and
         against fines and penalties imposed or additional cost of duty or other
         cost and expense incurred through FSI's breach of this Agreement or any
         laws.

X.       PATENT, TRADEMARK AND INTELLECTUAL PROPERTY LICENSE

A.       DEFINITIONS
         The following terms when used in this Agreement shall have the meaning
         defined herein:

         1.    "Confidential Information" means all facts, documents or other
               information relating to the Products, Patents and Technology
               including Nalco's and its sublicensee's manufacturing operations,
               processes, procedures and other information related thereto.

         2.    "Patents" shall mean (i) United States or foreign patents and
               patent applications now owned or hereafter acquired or licensed
               to or by FSI in the Technical Area and rights to file
               applications for such patents; (ii) all continuation,
               continuation-in-part, divisional, extension, reissue applications
               and any United States or foreign equivalent of such applications
               described in (i) above; (iii) all patents that issue on the
               applications defined in (i) and (ii) above; and including, but
               not limited to, (iv) patents, patent applications and foreign
               equivalents described in (i), (ii) and (iii) listed on Attachment
               B.

         3.    "Technical Area" shall mean the design, development, manufacture
               and sale of products and processes using hydrated lime with a
               sterol alcohol flow aid.

         4.    "Technology" shall mean all unpatented technical information in
               the possession of FSI and not publicly available or otherwise
               known to Nalco, in the Technical Area, including, but not limited
               to; all patent applications; communications to and from


                                       5
<PAGE>
               applicable patent offices; trade secrets; supplier lists;
               computer data (including formulations and analysis), computer
               software (in source code and object code form) and all related
               programming, user and systems documentation; inventions, and
               processes (whether or not patentable or reduced to practice);
               know-how and formulae; product designs and formulations and
               product information and all other intangible assets, properties
               and rights whether owned or licensed.

         5.    "Territory" shall mean anywhere in the world.

         6.    "Trademarks" shall mean the trademark "WATER$AVR" and such other
               tradenames or trademarks listed on Attachment B as the parties
               may agree from time to time.

B.       GRANT OF LICENSE
         FSI hereby grants to Nalco and its affiliates, and Inventor consents to
         such grant, a royalty-free, non-exclusive right, with a right to
         sublicense to any person, under the Patents and Technology to make or
         have made the Product for sale only to FSI in the Territory. FSI hereby
         grants to Nalco and its affiliates a royalty-free, non-exclusive right,
         with a right to sublicense to any person, the use of the Trademarks for
         the purpose of complying with the terms and conditions of this
         Agreement.

C.       PATENT, TRADEMARK AND TECHNOLOGY REPRESENTATIONS, WARRANTIES AND
         COVENANTS

         1.    FSI and Inventor represent and warrant that (i) the Patents and
               Technology are subsisting and, to the best of FSI's and
               Inventor's knowledge, are not invalid or unenforceable, in whole
               or in part; (ii) FSI and Inventor have full right, power and
               authority to grant all of its right, title and interest in the
               Patents and Technology; (iii) Inventor is the sole owner of the
               Patents and Trademarks; (iv) FSI has the exclusive right to use
               the Patents and Technology all of which are free and clear of any
               liens, charges and encumbrances; (v) to the best of FSI's and
               Inventor's knowledge, the practice under the Patents, the
               practice of the Technology and the use of the Trademarks do not
               infringe any rights owned or possessed by any third party; and
               (vi) there are no claims, judgments or settlements to be paid by
               FSI or Inventor or pending claims or litigation relating to the
               Patents, Technology or Trademarks.

         2.    FSI shall, at its expense, maintain and/or prosecute all Patents
               and patent applications and Nalco shall cooperate fully therein
               and shall also require its sublicensees to cooperate fully
               therein. FSI shall provide Nalco with copies and the complete
               specifications and claims for all Patent applications.

         3.    In the event that an infringement claim is made against Nalco or
               any of its sublicensees by reason of Nalco's or such
               sublicensee's exercise of its rights pursuant to this Agreement,
               Nalco and FSI shall meet to analyze the infringement claim and
               avoidance of such claim. If it is necessary, in Nalco's sole
               discretion, to obtain an appropriate license from such third
               party, FSI and Nalco shall together

                                       6
<PAGE>
               use their reasonable endeavors to obtain an appropriate license
               from such third party. FSI shall have sole responsibility for any
               royalties or costs relating to such license.

         4.    In the event that either party becomes aware of any infringement
               of any of the Patents or Trademarks or any unauthorized use or
               disclosure of Technology by a third party or of any action by a
               third party for a declaration that any Patent is invalid or
               unenforceable, it shall promptly notify the other party in
               writing, and FSI and Nalco shall promptly consult with one
               another regarding action to be taken. FSI will have the first
               right to institute a suit for infringement of the Patents,
               Trademarks and Technology at its own expense and all recoveries
               in such suit shall inure to the benefit of FSI. FSI shall
               diligently prosecute any such suit or defense once filed and
               Nalco shall fully cooperate with FSI therein at FSI's expense.
               If, within 30 days after Nalco becomes aware of a possible
               infringement of any Patents or Trademarks or any unauthorized use
               or disclosure of Technology by a third party, and FSI has not
               instituted any suit related thereto, Nalco shall have the right
               to sue any such third party or otherwise protect the Patents,
               Trademarks and Technology, in its own name at FSI's expense, and
               all recoveries in such suit shall inure to the benefit of Nalco
               and, once such suit is filed or other action taken, FSI shall
               fully cooperate with Nalco therein at FSI's expense.

         5.    FSI shall indemnify and hold Nalco and its affiliates harmless
               from and against any and all judgments, losses, expenses, damages
               or other costs arising out of any judgements of infringement
               relating to any of the Patents. Trademarks or Technology.

         6.    Nalco shall not use any tradename or trademark of FSI in the
               conduct of its business except as authorized pursuant to this
               Agreement. FSI shall have no right to use in the conduct of its
               business or otherwise any tradename, trademark or logo owned or
               used by Nalco, including without limitation the names "Nalco,"
               "Ondeo" and "Suez".

         7.    FSI agrees with and assures Nalco that it shall not ship,
               furnish, transmit, or export, directly or indirectly, any Product
               to any country or territory to which shipment directly from the
               United States is now illegal or hereafter becomes illegal at the
               time in question, according to the laws of the United States or
               to regulations of any department or agency of the Government of
               the United States made according to such laws. Any further
               changes in the United States governmental regulations shall be
               considered an amendment to this provision.

         8.    FSI and Inventor agree that during the term of this Agreement,
               neither shall enforce any intellectual property right it may own
               or control relating to the Patents, Trademarks or Technology or
               manufacture, use or sale of Products against Nalco or any
               sublicensee of the Patents, Trademarks or Technology from Nalco,
               provided, that Nalco shall not be in breach of this Agreement.




                                       7
<PAGE>
D.       TITLE TO INVENTIONS AND IMPROVEMENTS
         1.    Title to all inventions, whether or not patentable, conceived by,
               or conceived and reduced to practice jointly by, employees of
               both Nalco and FSI arising from such employees' participation in
               and in connection with any development effort in the Technical
               Area shall be owned jointly, and will be licensed exclusively to
               Nalco, and Nalco shall have the right to sublicense, with no
               royalties payable by either party. Following the Term, if such
               should occur, FSI and Nalco shall have the right to use any such
               inventions or other jointly developed intellectual property with
               no royalties payable to either party; provided, that in no event
               shall Nalco infringe the Patents or Technology that is the
               subject of this Agreement.

         2.    During the Term, and any extensions thereof, FSI grants to Nalco
               a non-exclusive license with the right to grant sublicenses in
               any improvements made by FSI relating to the Patents and
               Technology for the use or manufacture of Product to FSI;
               provided, that in the event of termination of this Agreement for
               any reason, this license shall terminate.

E.       CONFIDENTIALITY
         1.    In order to maximize the benefits from this Agreement, it is
               anticipated that it will be necessary for Nalco and FSI to
               disclose to each other Confidential Information. Confidential
               Information shall be given in writing and marked as
               "CONFIDENTIAL", or if given orally, summarized promptly in
               writing and marked as "CONFIDENTIAL". FSI and Nalco agree to hold
               in strictest confidence all Confidential Information obtained
               from the other party and shall not use the Confidential
               Information for any purpose other than as agreed herein. The
               receiving party shall not disclose Confidential Information to
               any third party. FSI and Nalco shall limit disclosure of
               Confidential Information to those of its officers and employees
               who require Confidential Information in connection with carrying
               out the rights and obligations hereunder. Upon termination of
               this Agreement, FSI and Nalco shall return any Confidential
               Information to the other party. The obligations referred to in
               this Section X.E shall continue for the Term and any extensions
               thereof and for five (5) years thereafter.

         2.    FSI and Nalco agree not to issue any publicity or press releases
               relating to the Confidential Information. FSI shall not issue any
               press release or make any public announcements relating to Nalco
               or this Agreement without obtaining the prior written consent of
               Nalco. In the event a request or demand for disclosure of
               Confidential Information is made to either party, pursuant to
               which such party may become legally compelled to disclose such
               Confidential Information, such party shall provide notice to the
               other party of such demand or request no later than five (5) days
               after receipt and before the Confidential Information is
               disclosed to a third party. FSI and Nalco will cooperate to
               minimize any disclosure of Confidential Information.

XI.      MISCELLANEOUS



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<PAGE>
A.       FORCE MAJEURE
         1.    Delay in performance or non-performance of any obligation
               contained herein shall be excused to the extent such failure or
               non-performance is caused by force majeure.

         2.    For purposes of this Agreement, force majeure shall mean any
               cause or agency preventing performance of an obligation under the
               Agreement which is beyond the reasonable control of FSI or Nalco,
               other than non-payment of any amounts required hereunder, as the
               case may be, including without limitation, fire, flood, sabotage,
               shipwreck, embargo, explosion, strike or other labor trouble,
               accident, riot, acts of governmental authority (including,
               without limitation, act based on laws or regulations now in
               existence as well as those enacted in the future), war, acts of
               terror and acts of God.

         3.    If Nalco or FSI is affected by force majeure the party affected
               shall promptly provide notice to the other party, explaining in
               detail the full particulars and the expected duration thereof and
               shall use its commercially reasonable efforts to remedy the
               interruption or delay if it is reasonably capable of being
               remedied. In the event of force majeure, FSI shall have the right
               to purchase Product from other sources and deliveries or
               acceptance of deliveries of Product which have been suspended
               will not be required to be made upon the resumption of
               performance. In the event a force majeure situation extends for
               more than ninety (90) days, this Agreement may be terminated
               without any liability by the party not declaring force majeure
               upon written notice thereof to the other with respect to the
               facilities affected.

B.       ACCESS & AUDIT
         In order to assess Nalco's: (i) work quality, (ii) conformance with
         Specifications, and (iii) compliance with the terms and conditions of
         this Agreement, Nalco shall permit FSI access during normal business
         hours upon written request, not more frequently than semi-annually, to
         access Nalco's Sugar Land, Texas and Garyville, Louisiana facilities
         where work is performed relating to the Products under the supervision
         of Nalco personnel.

C.       INDEMNIFICATION AND INSURANCE

         1.    Subject to the limitations on damages set forth in Section VII.B,
               Nalco agrees to defend, indemnify and hold harmless FSI, its
               successors and assigns, and their respective agents, servants,
               and employees from and against any and all claims, demands,
               damages, actions or causes of action at law or in equity,
               asserted by any entity, person or persons for bodily injuries,
               death or property damage, caused by Nalco's negligent or willful
               acts or omissions.

         2.    Subject to the limitations on damages set forth in VII.B, FSI
               agrees to defend, indemnify and hold harmless Nalco, its
               successors and assigns, and their respective agents, servants,
               and employees from and against any and all claims, demands,
               damages, actions or causes of action at law or in equity,
               asserted by any entity,

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<PAGE>
               person or persons for bodily injuries, death or property damage,
               caused by Buyer's negligent or willful acts or omissions.

         3.    Nalco and FSI are and will at all times be in full compliance
               with, and, subject to the limitations on damages set forth in
               Section VII.B, Nalco and FSI will indemnify, defend and hold each
               other, their successors and assignees harmless from and against
               application of all laws, rules, regulations, statutes, writs,
               judgment, decrees or order application to either party or their
               business ("Laws"), including without limitation all Laws
               concerning protection of the environment, the air, the land or
               surface or underground water, or the emission or discharge of
               hazardous or toxic materials, substances or waste ("Hazardous
               Materials") as such terms are defined in any federal, state or
               local laws, rules, regulations, statutes, writs, judgment,
               decrees or orders pertaining to the protection of the environment
               ("Environmental Laws").

         4.    Nalco shall maintain such policies of insurance (including,
               without limitation, employer's liability, comprehensive general
               liability product liability and property damage insurance)
               consistent with past practices. Upon request, Nalco will provide
               FSI with evidence of such insurance.

D.       SURVIVAL
         Notwithstanding any termination, expiration or completion of
         performance hereunder, Sections VII (Warranty and Remedies), VIII
         (Compliance with Law), IX (Custom and Trade), X.C (Patent and
         Technology Representations, Warranties and Covenants), X.D (Title to
         Inventions and Improvements), X.E (Confidentiality), XI.C
         (Indemnification and Insurance), XI.F (Governing Law) and XI.P
         (Independent Contractor) shall survive.

E.       NON-ASSIGNMENT
         FSI shall not assign this Agreement or any interest herein without the
         written consent of Nalco, and any attempted assignment without such
         consent shall be void. Nalco may assign this Agreement or any interest
         herein, including its obligations hereunder to its affiliates or third
         parties; provided, that if Nalco assigns or subcontracts any of its
         rights and/or obligations hereunder to a third party, Nalco shall
         remain liable for its obligations hereunder.

F.       GOVERNING LAW
         This Agreement shall be governed by and construed in accordance with
         the laws of the State of Illinois, USA without regard to such state's
         conflict of law provisions. Each party hereto consents to the
         jurisdiction of any state or federal court located in the counties of
         Cook or DuPage in the State of Illinois.

G.       NOTICES
         Notice and other correspondence related to this Agreement should be
         directed to the parties by nationally recognized overnight delivery
         service, telecopy with receipt confirmed, or personal delivery to the
         addresses first above written and if to Nalco to the attention of Dan
         Harker, Vice President and if to FSI to the attention of Daniel
         O'Brien,


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<PAGE>
         Chief Executive Officer and if to Inventor to Mr. Robert N. O'Brien
         2614 Queenswood, Victoria BC V8N1X5. Any change in the above shall be
         given by either party to the other and made by delivery as set out
         above. Notice shall be deemed received if the sender has reasonable
         means of showing receipt thereof.

H.       INTEGRATION
         Except for any Confidentiality Agreement previously executed between
         Nalco and FSI, which remains in effect, this Agreement (including the
         attachments hereto and each Purchase Order) constitutes the entire
         agreement among Nalco and FSI pertaining to the understandings,
         negotiations, and discussions, whether oral or written, of Nalco and
         FSI with regard to the Product and there are no warranties,
         representations or other agreements between Nalco and FSI in connection
         with the Product or subject matter hereof except as specifically set
         forth herein. No supplement or modification of this Agreement shall be
         binding unless executed in writing by Nalco and FSI.

I.       SOLE BENEFIT
         The provisions of any agreement resulting herefrom are for the benefit
         of the parties hereto and not for any other person.

J.       PARTIAL INVALIDITY
         Should any provision of this Agreement be found illegal or
         unenforceable for any reason, Nalco and FSI shall seek in good faith to
         agree to substitute valid provisions which, as closely as possible,
         reinstate the commercial balance between them which would have
         prevailed had the original term applied. Failing agreement on
         substitute provisions within a reasonable time, either Nalco or FSI may
         terminate this Agreement by notice in writing to the other.

K.       WAIVERS
         Waiver of any breach, or failure to enforce any of the terms and
         conditions of this Agreement, at any time by any party hereto, shall
         not in any way affect, limit or waive a party's right thereafter to
         enforce and compel strict compliance with every term and condition
         thereof.

L.       AUTHORITY
         FSI represents and warrants to Nalco that it has full power and
         authority to enter into this Agreement and that this Agreement is valid
         and legally binding against FSI. Nalco represents and warrants to FSI
         that it has full power and authority to enter into this Agreement and
         that this Agreement is valid and legally binding against Nalco.

M.       DISPUTE RESOLUTION

         1.    The parties hereto will attempt in good faith to resolve through
               negotiation any dispute, claim or controversy arising out of or
               relating to this Agreement ("Dispute"). A party to the Dispute
               may initiate negotiations by providing written notice to the
               other party, setting forth the subject of the Dispute and the
               relief requested. The recipient of such notice will respond in
               writing within thirty (30) days with a statement of its position
               on and recommended solution to the Dispute. If the Dispute is not
               resolved by this exchange of


                                       11
<PAGE>
               correspondence, then representatives of each party to the Dispute
               with full settlement authority will meet at a mutually agreeable
               time and place in order to exchange relevant information and
               perspectives, and to attempt to resolve the Dispute.

         2.    If the Dispute is not resolved by these negotiations within
               thirty (30) business days from the date of the parties' meeting
               as set forth herein, a party to the Dispute may, at its option,
               submit the Dispute to arbitration in accordance with this
               Agreement. Any such dispute shall be submitted to the American
               Arbitration Association ("AAA") for arbitration in accordance
               with the Rules of the AAA. The arbitral award shall be final and
               binding on the parties to the arbitration. The arbitral tribunal
               shall consist of three (3) neutral arbitrators, one designated by
               each of the parties to the Dispute and the third (who shall be
               the chairperson of the arbitral tribunal) appointed by the
               arbitrators designated by the parties. The arbitration shall take
               place in Chicago, Illinois or such other location agreed to by
               the parties.

N.       ENGLISH
         Except as the parties may otherwise agree, this Agreement and data,
         notices, shipping invoices, correspondence and other writings
         pertaining thereto shall be written in the English language. In the
         event of any conflict between this Agreement and any translation
         thereof, the English language meaning shall govern.

O.       AGREEMENT CONTROLS OVER CONFLICTING, ADDITIONAL OR DIFFERENT TERMS.
         To the extent there are any conflicts between the terms and conditions
         set forth in (a) this Agreement, (b) any Purchase Order issued by
         Purchaser, (c) any correspondence whether written or oral prior to the
         Effective Date or (d) oral correspondence or written correspondence
         that is not signed by authorized representatives of both Nalco and FSI,
         the terms and conditions in this Agreement shall control. Any
         additional or different terms are hereby rejected unless assented to in
         writing by the parties.

P.       INDEPENDENT CONTRACTOR
         FSI and Nalco agree that this Agreement does not establish an employer
         employee relationship or an agency, partnership or creating any joint
         obligations other than those specifically set forth herein. Each of
         Nalco and FSI expressly agrees that it is acting solely on its own
         behalf and in its own interest and that Nalco and any of Nalco's
         subcontractors and their respective employees are independent
         contractors and shall not be deemed to be the servants, employees or
         agents of FSI, and any activities conducted hereunder shall be excluded
         from the provisions of any applicable tax statutes addressing the
         taxation of partners or partnerships. Neither party shall have any
         authority to represent the other or otherwise negotiate or conclude any
         agreement, license or contract on behalf of the other party.

Q.       DEFAULT
         Each delivery under this Agreement shall be construed as a separate and
         independent contract. If FSI defaults under this Agreement, or FSI's
         financial condition become unsatisfactory to Nalco, then Nalco, at its
         sole discretion, may withhold future deliveries


                                       12
<PAGE>
         of Product until FSI cures the default or improves its financial
         condition to Nalco's satisfaction; require payment in advance;
         terminate this Agreement and exercise any other remedies available
         under applicable law or this Agreement.

R.       COUNTERPARTS.
         This Agreement may be executed in counterparts.


                               (Signatures Follow)
















































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<PAGE>
         IN WITNESS THEREOF, the parties have executed this Agreement on the
date first written below:


ONDEO NALCO COMPANY



By: ___________________________
       Brent Diez
       Division Vice President - North American Manufacturing



FLEXIBLE SOLUTIONS
INTERNATIONAL, INC.


By: ___________________________
       Daniel O'Brien
       Chief Executive Officer



ROBERT N. O'BRIEN



________________________________


Witness: _______________________


























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<PAGE>
                                  ATTACHMENT A

Initial Product Specifications and Packaging (subject to review based on
subsequent manufactured batches; provided that any changes shall be agreed in
writing)

RAW  MATERIALS:

Hydrated Lime (90 % by weight)

         NSF 60 or Food Grade

         Minimum Ca (OH)2  content of 95%

         Minimum % Passing through a 200 mesh screen of 90%

Cetyl Alcohol (5% by weight)

         Food Grade or Pharmaceutical Grade

         Minimum C-16 content of 90%

Stearyl Alcohol (5% by weight)

         Food Grade or Pharmaceutical Grade

         Minimum C-18 content of 90%

Packaging:

50 pound Kraft paper / HDPE multi wall bags to be palletized at 40 bags per
pallet (2,000 lbs. per pallet)

Polypropylene Super Sacks to contain 2,000 lbs. each.

Finished Product:

Particle Size              Minimum of 80 % pass through a 100 mesh screen using
                           a Ro-Tap machine

Friability                 Particles not passing the 100 mesh screen should be
                           pressed/rolled with a 1" diameter steel roller to
                           ensure remaining particles are friable.















                                       15
<PAGE>
                                  ATTACHMENT B

                             PATENTS AND TRADEMARKS

Patents:

Patent No. 6303133

Trademarks:

WATER$AVR















































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