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Exhibit 10.12
Trademark License And Technology Agreement with Advanced Grout Systems, Ltd


                        TRADEMARK LICENSE AND TECHNOLOGY

                                LICENSE AGREEMENT

         THIS TRADEMARK LICENSE AND TECHNOLOGY LICENSE AGREEMENT ("Agreement")
is made and entered into as of the tenth day of January, 2002 by and between
ADVANCED GROUT SYSTEMS, LTD., an Ohio limited liability company, of 6322
Meadowsweet Avenue NW, Canton, Ohio 44718 ("Licensor"), and TECHNOLOGY VISIONS
GROUP, INC., a Delaware corporation, of 5950 La Place Court, Suite 155,
Carlsbad, California 92008 ("Licensee").

A.       Licensor is the owner of the trademark listed with the United States
         Patent and Trademark Office under Serial No. 76320771 dated 10-3-2001,
         and known as GMENT (Trademark);

B.       Licensee wishes to use certain technologies owned by Licensor (the
         "Product Technology") to manufacture the following product under the
         Trademark: GMENT (Product). The Product Technology is identified on
         EXHIBIT A attached hereto and incorporated herein by this reference;

C.       Licensor is also in the business of developing other waste management
         technologies which Licensor desires to offer Licensee the first
         opportunity to use to manufacture 1.) Additional product(s) under or
         associated with the Trademark (Additional Trademark Product
         Technology); or 2.) Additional product(s) manufactured without the use
         of or without association with the Trademark (Additional Non-Trademark
         Product Technology). The Additional Trademark Product Technology and
         Additional Non-Trademark Product Technology shall be collectively
         referred to hereinafter as the "Additional Technologies;"

D.       All Additional Trademark Product Technology, subject to SECTION 3.0 and
         SECTION 4.0 of this Agreement, shall be included and identified on
         EXHIBIT B, attached hereto and made a part hereof, and all Additional
         Non-Trademark Product Technology, subject to SECTION 3.0 and SECTION
         4.0 of this Agreement, shall be included and identified on EXHIBIT C,
         attached hereto and made a part hereof. The Additional Technologies
         accepted pursuant to SECTION 3.0 and SECTION 4.0, and the Product
         Technology shall be collectively referred to herein as the
         "Technologies."

E.       Licensee owns plant, production, distribution marketing and sales
         facilities and/or capabilities capable of producing, distributing,
         marketing and selling the Product and products made from the Additional
         Technologies (Additional Products) in accordance with the quality
         standards hereinafter established by Licensor for the Product and to be
         established by the Licensor for the Additional Products; and

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F.       Both parties are desirous that 1.) Licensee manufacture, distribute,
         market and sell the Product under the Trademark; 2.) Subject to SECTION
         3.0 and SECTION 4.0 of this Agreement, Licensee manufacture,
         distribute, market and sell those Additional Products made from the
         Additional Trademark Product Technology under the Trademark; 3.)
         Subject to SECTION 3.0 and SECTION 4.0, Licensee manufacture,
         distribute, market, and sell those Additional Products made from the
         Additional Non-Trademark Technology under future trademarks of
         Licensor. All such use to be pursuant to the terms and conditions
         contained in this Agreement.

         NOW, THEREFORE, in consideration of the mutual promises contained
herein, the parties do hereby agree as follows:

1.0      INCORPORATION OF RECITALS. The recitals contained above are
         incorporated herein by this reference.

2.0      GRANTS.

         A.       TRADEMARKS.

                  i.)      THE TRADEMARK. For the use, the Term (as hereinafter
                           defined), in the Territory (as hereinafter defined),
                           and on the terms and subject to the conditions
                           hereinafter set forth, Licensor hereby grants to
                           Licensee the right to use, and Licensee hereby
                           undertakes to use, the Trademark in the manufacture
                           and sale of the Product and Additional Products made
                           from the Additional Trademark Product Technology; and

                  ii.)     FUTURE TRADEMARKS OF ADDITIONAL PRODUCTS. Subject to
                           SECTION 3.0 and SECTION 4.0, for the use, the Term
                           (as hereinafter defined), in the Territory (as
                           hereinafter defined) and on the terms and subject to
                           the conditions hereinafter set forth, Licensor shall
                           grant to Licensee the right to use, and Licensee
                           shall undertake to use any future trademarks owned by
                           Licensor and to be used with the products
                           manufactured from the Additional Non-Trademark
                           Technology if such Additional Non-Trademark
                           Technology is accepted by Licensee pursuant to
                           SECTION 3.0 or SECTION 4.0.

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         B.       TECHNOLOGY.

                  i.)      PRODUCT TECHNOLOGY. For the use, the term (as
                           hereinafter defined), in the Territory (as
                           hereinafter defined), and on the terms and conditions
                           hereinafter set forth, Licensor also hereby grants to
                           Licensee the right to use, and Licensee undertakes to
                           use, the Product Technology to manufacture and sell
                           the Product.

                  ii.)     ADDITIONAL PRODUCT TECHNOLOGY. For the use, the term
                           (as hereinafter defined), in the Territory (as
                           hereinafter defined), and on the terms and conditions
                           hereinafter set forth, Licensor shall grant to
                           License the right to use and Licensee shall undertake
                           to use the Additional Product Technology if such
                           Additional Product Technology is accepted by Licensee
                           pursuant to SECTION 3.0 and SECTION 4.0.

3.0      LICENSOR'S FIRST RIGHT OF REFUSAL. All Additional
         Technology/Non-trademark Technology (shall first be offered by Licensor
         to Licensee to be used in the manufacture, distribution, marketing, and
         selling of products made from such Additional Technology pursuant to
         the terms and conditions of this Agreement. Licensor shall forward to
         Licensee a written report of the specifications, directions, and
         processes of the Additional Technology. The Licensee shall send written
         notice to the Licensor of Licensee's election of acceptance or refusal
         to manufacture, distribute, market, and sell products made from the
         Additional Technology. The failure of the Licensee to provide written
         notice to Licensor of Licensee's election of acceptance or refusal to
         manufacture, distribute, market, and sell the Products made from the
         Additional Technology within thirty (30) days of receiving Licensor's
         written report shall constitute a refusal of the opportunity to
         manufacture, distribute, market, and sell the products made from the
         Additional Technology. Upon Licensee's written refusal of the
         opportunity to manufacture, distribute, market, and sell the products
         made from the Additional Technology or upon the passing of thirty (30)
         days from Licensee's receiving Licensor's written report regarding the
         Additional Technology without Licensee's delivery to Licensor of a
         written acceptance or refusal of the opportunity, the Licensee shall be
         free to manufacture, distribute, market, and sell products made from
         the Additional Technology or license or otherwise make disposition of
         the Additional Technology at its sole discretion in any manner Licensor
         deems fit, and Licensee shall have no rights in and to the refused
         Additional Technology. As reflected in the Recitals hereto, it is
         understood that the Additional Technology is limited to those
         technologies dealing with environmental remediation/waste management
         technologies developed by Licensor or its affiliated companies.
         "Affiliated Companies" means Sehn Technical Corporation and Envital,
         Ltd., and any other companies controlled by licensor and or their
         successors.

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4.0      ADDED TECHNOLOGY AND TRADEMARKS.

         A.       ADDITIONAL TECHNOLOGY. All Additional Trademark Product
                  Technology offered by Licensor, pursuant to SECTION 3.0 of
                  this Agreement, and accepted by Licensee to manufacture,
                  distribute, market, and sell under or in association with the
                  Trademark pursuant to the terms and conditions of this
                  Agreement shall be identified and listed on EXHIBIT B upon
                  acceptance of the Additional Trademark Product Technology by
                  Licensee. All Additional Non-Trademark Product Technology
                  offered by Licensor, pursuant to SECTION 3.0 of this
                  Agreement, and accepted by Licensee to manufacture,
                  distribute, market and sell products made from the Additional
                  Non-Trademark Product Technology pursuant to the terms and
                  conditions of this Agreement shall be identified and listed on
                  EXHIBIT C upon acceptance by Lessee. All Additional Technology
                  that becomes a part of the terms and conditions of this
                  Agreement is limited to the technology identified and listed
                  on EXHIBIT B and EXHIBIT C.

         B.       TRADEMARKS. All additional trademarks used to identify or used
                  in association with the Additional Non-Trademark Technology
                  shall be identified and listed on EXHIBIT D attached hereto
                  and incorporated herein by this reference (the "Additional
                  Trademarks"). All such Additional Trademarks that become a
                  part of this Agreement are limited to the Additional
                  Trademarks identified and listed on EXHIBIT D.

5.0      USE.

         A.       PRODUCT TECHNOLOGY. Licensee shall manufacture, distribute,
                  market, and sell the Product and products made from the
                  accepted Additional Technology/Non Trademark Technology in
                  accordance with the specifications, directions, and processes
                  furnished to the Licensee by the Licensor from time to time.
                  The quality of the Product and products made from the accepted
                  Additional Technology as manufactured by the Licensee shall be
                  satisfactory to the Licensor or as specified by it or approved
                  by it.

         B.       TRADEMARK. Licensee shall manufacture, distribute, market, and
                  sell the Product and those products made from the accepted
                  Additional Trademark Product Technology using the Trademark.
                  The Trademark shall not be used with any other products.

         C.       ADDITIONAL TRADEMARKS. Licensee shall manufacture, distribute,
                  market and sell those products made from the accepted
                  Additional Non-Trademark Technology using any such Additional
                  Trademark set forth on EXHIBIT D for such Non-Trademark
                  Product Technology.

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         D.       TIMING. Licensee shall, upon signing this Agreement, begin use
                  of the Product Technology and Trademark immediately so that it
                  can manufacture, distribute, market and sell the Product as
                  soon as is reasonably possible. Immediately, upon acceptance
                  of any Additional Technology or Additional Trademarks, the
                  Licensor shall begin use of the same so that it can
                  manufacture, distribute, market, and sell the products made
                  from such Additional Technology as soon as is reasonably
                  possible.

         E.       REMOVAL OF TECHNOLOGY OR TRADEMARKS FROM AGREEMENT.

                  (i)      NON-USE. If Licensee fails to use the Technology
                           and/or Trademark or Additional Trademarks to
                           manufacture, distribute, market and sell the products
                           as set forth in this SECTION 5.0, Licensor may remove
                           such "non-used" Trademark, Additional Trademark or
                           Technologies from this Agreement by deleting the same
                           from the applicable exhibit or exhibits attached
                           hereto. "Failure to use" shall be defined as failure
                           to in good faith use the Technologies, Trademark
                           and/or Additional Trademarks to manufacture,
                           distribute, market and sell such products for a
                           period of two years while not in diligent pursuit of
                           effectuating such manufacture, distribution,
                           marketing and selling of such products.

                  (ii)     MUTUAL AGREEMENT. Any of the Technologies, the
                           Trademark, or the Additional Trademarks may be
                           removed from this Agreement by the mutual agreement,
                           in writing, of all the parties.

                  (iii)    TECHNOLOGY OR TRADEMARKS ONCE REMOVED. Once any of
                           the Technologies or the Trademark or any Additional
                           Trademarks licensed hereunder is removed from this
                           Agreement, Licensee shall have no rights in or to the
                           same and Licensor shall be free to use such
                           Technologies, Trademark or Additional Trademark in
                           its sole discretion and this Agreement shall no
                           longer apply to such Technologies, Additional
                           Trademarks, or the Trademark so removed.

                  (iv)     CUMULATIVE REMEDY. The Licensor's right of removal of
                           any of the Technologies, the Trademark, or the
                           Additional Trademarks from this Agreement for non-use
                           is in addition to and not in substitute of any other
                           remedies available to Licensor for Licensee's breach
                           of its use obligations contained in this Agreement.

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6.0      EXCLUSIVITY. The rights and license granted to Licensee hereunder is
         exclusive subject to Licensee's acceptance as provided under SECTION
         3.0 and SECTION 4.0 of this Agreement, and, so long as Licensee duly
         performs its obligations hereunder, Licensor shall not itself use or
         grant others the right or license to use the Trademark, the accepted
         Additional Trademarks or Non Trademark Technology, and the Technology
         for the manufacture or sale of products in the Territory without
         written consent from the Licensee which shall not be unreasonably
         withheld.

7.0      TERRITORY. The rights granted to Licensee hereunder are for the
         following territory: United States of America and the other countries
         of the world (Territory).

8.0      INSPECTIONS. Licensee will permit duly authorized representatives of
         the Licensor to inspect on the premises of the Licensee at all
         reasonable times the Product and use of the Trademark, the Additional
         Trademarks, and the Technologies, and shall, upon request of the
         Licensor, submit to the Licensor, or to its duly authorized
         representatives, samples of the Product and products made from the
         Additional Technology which it manufactures, distributes, markets,
         sells or intends to manufacture, distribute, market, or sell for the
         purpose of ascertaining or determining compliance with SECTION 5.0 of
         this Agreement.

9.0      ADVERTISING; LABELING.

         A.       ADVERTISING WITH TRADEMARKS. Whenever Licensee uses the
                  Trademark or accepted Additional Trademarks in advertising or
                  in any other manner, Licensee shall clearly indicate the
                  Licensor's ownership of the Trademark or accepted Additional
                  Trademarks. Licensee shall provide Licensor with samples of
                  all literature; packages, labels, and labeling prepared by the
                  Licensee containing the Trademark or accepted Additional
                  Trademarks. When using the Trademark or accepted Additional
                  Trademarks under this Agreement, Licensee shall comply with
                  all laws of the United States and of the other countries where
                  the Product and the Additional Products are manufactured,
                  distributed, marketed, or sold.

         B.       LABELING. Licensee shall mark all products or their containers
                  or labels which are made, distributed, marketed or sold or
                  otherwise disposed of by Licensee under the licenses granted
                  herein in such manner as is required to protect or preserve
                  Licensor's rights to the Technology under applicable law
                  and/or as is customary in the market for such products with
                  the words and/or numerals indicating the patent status of the
                  Technology, if any.

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10.0     ASSIGNMENT. The rights granted in this Agreement to Licensee above
         shall be non-divisible and shall not be transferable, licensable, or
         assignable without the Licensor's prior written consent, which shall
         not be unreasonably withheld. Any such assignment, license, or transfer
         without such consent shall be void and of no effect.

11.0     FEE AND ROYALTIES. As consideration for Licensor's grant of the above
         licenses, Licensee shall sell and transfer one million (1,000,000)
         stock shares, free and clear of all liens, encumbrances, and
         restrictions other than those required under Securities and Exchange
         Commission regulations, of Licensee's publicly traded stock shares to
         Licensor or Licensor's designees in such proportions as requested by
         Licensor. Licensor represents that it is a sophisticated investor and
         understands the risks involved in startup companies and accepts the
         stock without a view toward distribution. As additional consideration,
         Licensee shall pay Licensor a royalty (the "Royalty") of ten percent
         (10.0%) of the gross sales derived by Licensee from the sale of the
         Product and the Additional Products for sales up to $1M, 9% from $1M to
         $5M, 8% from $5M to $10M, 7% from $10M to $25M, and 6% for sales
         exceeding $25M. The Royalty shall be payable quarterly per accounting
         referred to in SECTION 13.0 of this Agreement. The Licensee hereby
         warrants and represents that it has full legal authority to issue the
         stock shares and full legal power to transfer the same in accordance
         herewith. In reliance on Licensor's representations, Licensee shall
         provide to Licensor, its counsel's opinion that the payment of stock as
         required herein is authorized by Licensee, and is not a violation of
         any law or governmental regulation.

12.0     CONSULTING FEE AND EXPENSES. Licensee shall pay to Licensor a
         consulting fee of One Hundred Twenty-Five Dollars ($125.00) per hour
         for the man hour time of Licensor for consulting with Licensee in the
         use of the technologies licensed herein, the manufacture, marketing,
         and distribution of the Product and Additional Products. Said hourly
         fee rate shall increase three percent (3%) per year compounded annually
         for each year after 2002. Consulting services may be initiated by
         either written or verbal request by licensee but will always be
         confirmed in writing. In addition, Licensee shall reimburse Licensor
         for all Licensor's expenses incurred in the Licensor's consultation
         services provided to Licensee under this SECTION 12.0, including, but
         not limited to, travel and accommodation expenses. Licensor shall
         submit to Licensee the Licensor's consulting fee and Licensor's
         invoices for expenses Licensor incurred in the consultation services to
         Licensee. Licensee must pay Licensor the Licensor's consulting fee and
         reimburse Licensor's expenses within forty-five (45) days of Licensor's
         written submission to Licensee. In the absence of a dispute, the
         failure of the Licensee to pay Licensor the Licensor's consulting fees

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         and reimburse Licensor's expenses within forty five (45) days of
         Licensor's written submission to Licensee shall constitute a breach of
         this Agreement. All amounts past due shall be charged with interest of
         eighteen percent (18%) per annum.

13.0     ACCOUNTING. Within thirty (30) days after the end of each calendar
         quarter during the Term of this Agreement, Licensee shall provide to
         Licensor a written accounting of all gross sales of the Product and
         Additional Products made during the preceding calendar month.

14.0     INSPECTION OF LICENSEE'S RECORDS.

         14.1     RETENTION OF RECORDS. Licensee shall keep and maintain
                  complete and accurate records and documentation concerning the
                  manufacture, distribution and sale or other dispositions of
                  the Product and Additional Products, use of the Technology,
                  and the use of the Trademark and accepted Additional
                  Trademarks. Licensee shall retain such records and
                  documentation for not less than seven (7) years from the date
                  of their creation.

         14.2     INSPECTION OF RECORDS. Licensor and its representatives and
                  agents shall have the right during the term of this Agreement
                  and for a period of four (4) years thereafter upon reasonable
                  notice to Licensee to inspect during regular business hours
                  the records and documentation required to be retained pursuant
                  to SECTION 14.1 of this Agreement.

         14.3     COSTS OF INSPECTION. The costs of any inspection pursuant to
                  SECTION 14.2 hereof shall be borne by Licensor, unless as a
                  result of such inspection it is determined that the amounts
                  payable by Licensee to Licensor for the Royalty for any period
                  are in error by greater than one quarter percent (.25%), in
                  which case the costs of such inspection shall be borne by
                  Licensee. Licensor shall report the results of any such
                  inspection to Licensee, and Licensee shall promptly thereafter
                  pay to Licensor the amount of any underpayment of the Royalty,
                  and the amount of any overpayment shall be credited by
                  Licensor against future amounts payable by Licensee to
                  Licensor. In addition, Licensee shall pay interest on the
                  amount of any underpayment at a rate which is the highest rate
                  permitted by applicable law, from the date such amount was
                  underpaid to the date such amount is paid. The failure of
                  Licensor to pay the underpayment and accrued interest set
                  forth in Licensor's written notice of underpayment to Licensee
                  shall constitute a breach of this Agreement.

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15.0     INDEMNIFICATION.

         A.       PRODUCTS AND TECHNOLOGIES. Licensor assumes no liability to
                  Licensee or third parties with respect to the performance of
                  the Product, Additional Products, and the Technologies
                  licensed herein. Licensee shall indemnify, hold harmless and
                  defend Licensor and its officers, members, employees,
                  representatives, agents, successors and assigns, from and
                  against any and all claims, demands, lawsuits, actions,
                  proceedings, liabilities, losses, damages, fees, costs and
                  expenses (including without limitation attorneys' fees, court
                  costs, and costs of investigation and experts) resulting from
                  or arising out of the manufacture, use or sale of the Product
                  or Additional Products, or the exercise by Licensee of any
                  right granted hereunder, including without limitation any
                  liabilities, losses or damages whatsoever with respect to
                  death or injury to any individual or damage to any property
                  arising from the possession, use or operation of the Product
                  or Additional Products made from the Technologies and use of
                  the Technologies by Licensee or any third party in any manner
                  whatsoever.

         B.       STOCK TRANSFER. Licensee hereby warrants, indemnifies, defends
                  and holds Licensor or designee, its officers, agents, members,
                  employees, representatives, successors, assigns, and designees
                  (identified pursuant to SECTION 11.0 hereof) harmless from and
                  against any and all liability arising out of or in any way
                  relating to the transfer of stock shares of Licensee to
                  Licensor or its designees pursuant to SECTION 11.0.

16.0     INSURANCE. During the Term, Licensee shall maintain at all times during
         and after the term of this Agreement comprehensive general liability
         insurance, including product liability insurance, with reputable and
         financially secure insurance carriers and having commercially
         reasonable limits giving due consideration to the nature and extent of
         such activities and the risks inherent therein regarding the Product,
         the Additional Products and the use of the Technologies. Licensee shall
         maintain insurance with a reputable and solvent insurance company duly
         licensed with applicable government authorities. All such insurance
         shall have Licensor as an additional named insured party and shall
         provide for no cancellation or material alteration except upon at least
         thirty (30) days prior written notice to Licensor. Licensee shall
         timely provide Licensor with certificates of insurance evidencing such
         coverage.

17.0     GOVERNMENTAL APPROVALS. Licensee shall, at its sole cost and expense,
         use all reasonable efforts and diligence to seek and to obtain all
         necessary domestic and foreign governmental approvals with respect to
         the Product, Additional Products, and use of the Technology. Licensee
         shall, at its sole cost and expense, perform or arrange for the
         performance of all tests and trials of the Product, the Additional
         Products, and the Technologies as shall be necessary to obtain such
         approvals. The Licensor shall assist such efforts as part of its
         consultation services pursuant to SECTION 12.0.

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18.0     COMPLIANCE WITH LAWS. Licensee shall conduct all activities pursuant to
         this Agreement in an ethical and businesslike manner and in compliance
         with all applicable laws, rules and regulations of all applicable
         governmental authorities. Licensee shall provide to Licensor any data
         compilations, records, reports, or other information regarding the
         Product, Additional Products, and use of the Technologies that Licensor
         may reasonably require for submission to any governmental authorities
         in order to comply with any applicable laws, rules or regulations.

19.0     LICENSOR'S DISCLAIMERS.

         A.       NO PRODUCT OR TECHNOLOGY WARRANTIES. It is hereby expressly
                  understood and acknowledged that Licensee has inspected and
                  conducted due diligence concerning the Product and the Product
                  Technology, and will have inspected and conducted due
                  diligence concerning the Additional Products and the
                  Additional Technologies before acceptance of the same.
                  Therefore, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT,
                  LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES, EITHER
                  EXPRESS OR IMPLIED (INCLUDING WITHOUT LIMITATION ANY IMPLIED
                  WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
                  PURPOSE) REGARDING THE PRODUCT, THE ADDITIONAL PRODUCTS, OR
                  THE TECHNOLOGIES.

         B.       INFRINGEMENT. LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES,
                  EITHER EXPRESS OR IMPLIED, THAT THE PRODUCT, THE ADDITIONAL
                  PRODUCTS, OR USE OF THE TECHNOLOGIES WILL NOT INFRINGE ANY
                  PATENT, COPYRIGHT OR OTHER RIGHTS OF ANY THIRD PARTY OF ANY
                  KIND OR NATURE WHATSOEVER.

20.0     INFRINGEMENT.

         20.1     THIRD PARTY INFRINGEMENT. In the event that either party
                  learns of facts which it concludes might constitute an
                  infringement of the Product, Additional Products, the
                  Trademark, the Additional Trademarks, Non-Trademark Technology
                  or the Technology by any third party during the term of this
                  Agreement, the party learning of such facts shall promptly
                  notify the other party in writing, setting forth such facts
                  and the basis for its conclusion, and shall include with such
                  notice any other reasonably available evidence in support
                  thereof. The Parties will then decide what specific action
                  will be taken.

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         20.2     INDEMNIFICATION. Licensee shall indemnify, hold harmless and
                  defend Licensor and its officers, directors, employees,
                  representatives and agents, from and against any and all
                  claims, demands, lawsuits, actions, proceedings, liabilities,
                  losses, damages, fees, costs and expenses (including without
                  limitation attorneys' fees and costs of investigation and
                  experts) resulting from or arising out of any claim that the
                  Licensee's manufacture, use, sale or other disposition of the
                  Product, Additional Products, the Trademark, the Additional
                  Trademarks, and the Technology infringe or violate any patent,
                  copyright, trademark, or other right of any third party.

21.0     TERM. Except as otherwise provided herein, this Agreement shall remain
         in full force and effect for twenty-five (25) years with the term
         commencing on December 1, 2001, and continuing until November 30, 2026
         (Term).

22.0     TERMINATION. In the event that the Licensee fails to comply with any
         provision of the Agreement, the Licensor may terminate this Agreement
         upon not less than thirty (30) days written notice to the Licensee, but
         if the Licensee shall correct such default during the notice period to
         the Licensor's satisfaction at Licensor's sole discretion, the notice
         shall be of no further force or effect. This Agreement may be
         terminated by Licensor if action by any governmental authority renders
         impossible performance under this Agreement by either party. Licensee
         may terminate this Agreement upon written notice of breach to Licensor,
         and Licensor fails to remedy such breach within thirty (30) days after
         receiving such notice. Upon the termination or expiration of the term
         of this Agreement, the licenses granted by Licensor to Licensee
         pursuant to this Agreement shall terminate unless Licensor specifically
         agrees in writing otherwise on a case-by-case basis. Notwithstanding
         any termination or expiration of the term of this Agreement, Licensee
         shall be permitted for a period of not more than six (6) months from
         and after such termination or expiration to sell or otherwise dispose
         of all Product and Additional Products then in inventory and shall have
         the obligation to pay to Licensor all amounts which have accrued or
         shall accrue by reason of the sale of such Product and Additional
         Products. Licensee shall not be entitled to any refund of any amounts
         because of any termination or expiration of the term of this Agreement.
         If the Licensee continues to manufacture the Product or Additional
         Products or otherwise uses the licensed Technologies or the Trademark
         or the accepted Additional Trademarks (except as allowed during the six
         (6) month "wind down" period set forth in this SECTION 23.0) after the
         termination or expiration of this Agreement, the Licensor shall have

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         the right to seek any and all legal means, including seeking
         preliminary and permanent injunctive relief, to have Licensee cease
         from such activity. The Licensee shall pay Licensor for all legal
         costs, including attorney fees, expert fees, and court costs Licensor
         incurs as a result of Licensee's breach of this Agreement.

23.0     OWNERSHIP. Licensee acknowledges the Licensor's exclusive right, title,
         and interest in and to the Trademark, the accepted Additional
         Trademarks, and the Technologies licensed herein, and will not at any
         time do or cause any act or thing contesting or in any way impairing or
         tending to impair any part of such right, title and interest. Licensee
         shall not in any manner represent that it has any ownership in the
         Trademark, the accepted Additional Trademarks, and the Technologies or
         registrations or patents thereof, and the Licensee acknowledges that
         use of the Trademark, the accepted Additional Trademarks or
         Technologies shall not create any right, title or interest in Licensee,
         but all such uses shall inure to the benefit of Licensor. Upon
         expiration or termination of the Agreement (except as allowed during
         the six (6) month "wind down" period set forth in SECTION 23.0),
         Licensee will cease and desist from all use of the Trademark, the
         accepted Additional Trademarks, and Technologies in any way and will
         deliver to Licensor or its duly authorized representatives the logotype
         of the Trademark and the accepted Additional Trademarks together with
         all advertising and promotional materials, labels and signs containing
         the Trademark and the accepted Additional Trademarks, except to the
         extent needed to sell existing inventories of the Product or Additional
         Products during the six (6) month "wind down" period set forth in
         SECTION 23.0. Upon expiration or termination of the Agreement, Licensee
         will return to Licensee (and shall not retain copies of) all
         repositories of Confidential Information as defined below, except to
         the extent such Confidential Information is necessary to sell existing
         inventories of the Product or Additional Products during the six (6)
         month "wind down" period set forth in SECTION 23.0. However, all
         logotypes, labels, promotional material signs and Confidential
         Information shall be returned (with no copies being retained)
         immediately after the six (6) month "wind down" period set forth in
         SECTION 23.0.

24.0     CONFIDENTIALITY.

         24.1   OBLIGATION. Each party acknowledges that this Agreement may
                require the disclosure by one party to the other party of its
                confidential and proprietary information ("Confidential
                Information"). "Confidential Information" shall mean all
                information concerning the business that each party treats as
                confidential and does not ordinarily make publicly available,
                including without limitation all reports, information and data,
                in whatever form, regarding each party's customers, personnel,
                finances or financial condition, plans, products, manufacturing
                systems, specifications, chemical recipes, systems and plans,

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<PAGE>

                processes, equipment, materials, suppliers, costs, operations,
                trade secrets, prospects, marketing and business strategies, the
                licensed Technologies, and the refused Additional Technologies.
                Each party shall regard and preserve Confidential Information as
                secret and confidential, and neither party shall publish or
                disclose any Confidential Information in any manner without the
                prior written consent of the other party. Each party shall use
                the same level of care to prevent the disclosure of the
                Confidential Information of the other party that it exercises in
                protecting its own Confidential Information and shall take all
                reasonable precautions to prevent the disclosure of Confidential
                Information to any third party.

         24.2   PUBLICITY. Neither party shall without the prior written consent
                of the other party disclose to any third party the existence of
                this Agreement or any of its provisions unless such disclosure
                is required under applicable law or in connection with the legal
                enforcement of this Agreement.

         24.3   Publication. Licensee shall not publish or arrange for the
                publication in any scientific, trade or other publication
                information concerning the Product and the Additional Products
                and the Technologies without the prior written consent of the
                Licensor, which consent shall be at Licensor's sole discretion.

         24.4   Injunctive RELIEF. Each party acknowledges that in the event of
                any breach or default or threatened breach or default by either
                party of SECTION 24.1, SECTION 24.2, and SECTION 24.3 of this
                Agreement, the other party may be irreparably damaged and that
                it would be extremely difficult and impractical to measure such
                damage, so that the remedy of damages at law would be
                inadequate. Consequently, each party acknowledges and agrees
                that the other party, in addition to any other available rights
                or remedies, shall, without the necessity of posting any bond or
                similar security, be entitled to specific performance,
                injunctive relief and any other equitable remedy for the breach
                or default or threatened breach or default of said SECTION 24.1,
                SECTION 24.2, or SECTION 24.3, and each party waives any defense
                that a remedy at law or damages is adequate.

25.0     LICENSEE'S REPRESENTATIONS. Licensee represents and warrants to
         Licensor that the following are true and correct as of the Closing:

         A.       LICENSEE'S AUTHORITY. Licensee has full legal power to sign,
                  deliver, and perform this Agreement and all other agreements
                  and documents to be signed and delivered by Licensee in
                  connection herewith. The consummation of the transactions
                  contemplated hereby and the compliance by Licensee with the
                  terms of this Agreement do not and will not: (i) conflict with

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<PAGE>

                  or result in the material breach of any of the terms or
                  provisions of any other agreement, arrangement, undertaking,
                  accord, document, or instrument to which Licensee is a party
                  or by which Licensee is bound; or (ii) constitute a material
                  violation of any applicable law to which Licensee or its stock
                  is bound or subject.

         B.       REQUISITE ACTIONS/BINDING ON LICENSEE. Licensee has taken the
                  requisite action to approve, sign, deliver and perform this
                  Agreement and each of the other agreements and documents
                  signed and delivered by or on behalf of Licensee in connection
                  herewith. This Agreement has been duly signed and delivered by
                  Licensee and constitutes a binding obligation of Licensee
                  enforceable in accordance with its terms. All other agreements
                  and documents signed and delivered by or on behalf of
                  Licensee, in connection with the transactions contemplated by
                  this Agreement, constitute the binding obligation of Licensee
                  enforceable in accordance with their respective terms.
                  Licensee shall provide upon execution hereof corporate
                  resolutions authorizing this Agreement.

26.0     LICENSOR'S REPRESENTATIONS. Licensor has taken the requisite action to
         approve, sign, deliver and perform this Agreement and each of the other
         agreements and documents signed and delivered by or on behalf of
         Licensor in connection herewith. This Agreement has been duly signed
         and delivered by Licensor and constitutes a binding obligation of
         Licensor enforceable in accordance with its terms. All other agreements
         and documents signed and delivered by or on behalf of Licensor, in
         connection with the transactions contemplated by this Agreement,
         constitute the binding obligation of Licensor enforceable in accordance
         with their respective terms. Licensor shall provide upon execution
         hereof-corporate resolutions authorizing this Agreement.

27.0     MISCELLANEOUS.

         (a)      NOTICES. Any and all notices or other communications required
                  or permitted by this Agreement or by law to be served on or
                  given to either party hereto by the other party hereto, shall
                  be in writing and shall be deemed duly served and given when
                  personally delivered to the address of the party to whom it is
                  directed, or in lieu of such personal service, when deposited
                  in the United States Mail, by either certified or registered
                  mail, postage prepaid, addressed to Licensor and to Licensee
                  at the addresses set forth in this Agreement. Either party,
                  Licensor or Licensee, may change their address for the purpose
                  of this paragraph by giving written notice of such change to
                  the other party in the manner provided in this paragraph.
                  Additionally, copies of notices shall be sent to counsel for
                  each party as follows:

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<PAGE>

                  For Licensor:

                  Jeffrey T. Witschey, Esq.
                  Witschey & Witschey Co., LPA
                  300 Cleveland-Massillon Road, Suite 104
                  Akron, Ohio 44333

                  For Licensee:

                  Rick Weed, Esq.
                  Weed and Co.
                  4695 MacArthur Court, Suite 1450
                  Newport Beach, CA 92660

         (b)      WAIVER. The waiver of any breach of this Agreement for either
                  party shall not constitute a continuing waiver or a waiver of
                  any subsequent breach, either either of the same or another
                  provision of this Agreement. The delay or omission by the
                  Licensor to exercise any right or power provided by this
                  Agreement shall not constitute a waiver of such right or
                  power, or acquiescence in any default on the part of Licensee.
                  The acceptance of any payments made by Licensor in a manner or
                  at a time other than as required by the terms and conditions
                  of this Agreement, shall not be construed as a waiver or
                  variation of such terms and conditions. Any default on the
                  part of Licensee shall be construed as continuous and the
                  Licensor may exercise every right and power under the
                  Agreement at any time during the continuance of such default,
                  or upon the occurrence of any subsequent default.

         (c)      OHIO LAW AND OHIO FORUM. It is agreed by Licensor and the
                  Licensee that this Agreement shall be interpreted and governed
                  in accordance with the laws of the State of Ohio irrespective
                  of its rules concerning conflicts of laws. Any action brought
                  arising under the terms of this Agreement shall be brought and
                  maintained in the Summit County, Ohio Common Pleas Court.

         (d)      TIME IS OF THE ESSENCE. Time is expressly declared to be of
                  the essence in this Agreement.

         (e)      ENTIRE AGREEMENT. Both Licensor and Licensee agree that this
                  Agreement constitutes the sole and only agreement between them
                  respecting the Product, the Technologies, and the Trademark,
                  and correctly sets forth their obligations to each other as of
                  this date.

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<PAGE>

         (f)      BINDING ON SUCCESSORS AND ASSIGNS. This Agreement shall be
                  binding on and shall inure to the benefit of the successors
                  and assigns of the parties hereto, but nothing contained in
                  this paragraph shall be construed as a consent by Licensor to
                  any assignment of this Agreement or of any interest therein by
                  Licensee, except as provided in SECTION 10.0 of this
                  Agreement.

         (g)      CONSTRUCTION. This Agreement has been mutually negotiated and
                  no consideration shall be given to who drafted this Agreement
                  in construing its provisions.

         (h)      SEVERABILITY. In the event any part of this Agreement for any
                  reason is declared invalid, such decision shall not affect the
                  validity of any of the remaining portions, said remaining
                  portions to remain in full force and effect as if this
                  Agreement had been executed with the invalid portions thereof
                  eliminated.

         (i)      AMENDMENTS. This Agreement may be modified or amended only by
                  a writing duly authorized and executed by Licensor and
                  Licensee. It may not be amended or modified by oral agreements
                  or understandings between the parties prior to or subsequent
                  to the execution of this Agreement unless the same shall be
                  reduced to writing duly authorized and executed by Licensor
                  and Licensee.

         (j)      REPRESENTATIONS. Each party expressly acknowledges that there
                  are no other representations, inducements, promises or
                  agreements, either oral or in writing, except those as
                  embodied herein.

         (k)      HEADNOTES. The head notes are inserted only as a matter of
                  convenience and as a matter of reference and in no way define,
                  limit or describe the scope or intent of this Agreement nor in
                  any manner affect this Agreement.

         (l)      ATTORNEY FEES. In the event a dispute shall arise between the
                  parties from this Agreement, the party prevailing in any
                  litigation resulting from such dispute shall be entitled to
                  recover as part of the award, its reasonable attorneys' fees
                  and all related legal expenses, including expert fees and
                  court costs.

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<PAGE>

         (m)      OFFICER'S AUTHORITY. Any corporate officer signing this
                  Agreement on behalf of a corporate party represents that he or
                  she is authorized to bind such party to this Agreement.

       INTENDING TO BE LEGALLY BOUND, the parties have executed this Agreement
on the date first written above.

                                            LICENSOR:
                                            ADVANCED GROUT SYSTEMS,
                                            LTD.

                                            /s/ Allan Sehn
                                            ------------------------------------
                                            BY: Allan Sehn ITS President


                                            /s/ James B. Lahey
                                            ----------------------------------
                                            BY: James B. Lahey ITS CEO/President

                                            LICENSEE:
                                            TECHNOLOGY VISIONS
                                            GROUP, INC.

                                            ------------------------------------
                                            BY:_________________, ITS___________

                                            ------------------------------------
                                            BY:_________________, ITS___________

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