REVISED AMENDED AND RESTATED TECHNOLOGY LICENSE AGREEMENT

      This  Revised  Amended and  Restated  Technology  License  Agreement  (the
"Agreement")  is made and entered  into August 19,  2005,  between  Bio-Products
International,  Inc. ("Bio-Products"),  a company incorporated under the laws of
the State of Alabama (the "Licensor"), and World Waste Technologies, Inc. (WWT),
a  company  incorporated  under  the  laws  of  the  State  of  California  (the
"Licensee")  (the Licensor and Licensee may  hereinafter be either  individually
referred to as the "Party" or collectively referred to as the "Parties").

                                    PREMISES:

      Whereas,  Dr. Michael H. Eley ("Eley"),  in his continuous  capacity as an
employee of the University of Alabama in Huntsville  ("UAH"),  developed certain
proprietary  intellectual  property,  patented  processes,  and  patent  pending
processes  for the volume  reduction,  separation,  recovery,  and  recycling of
various components of waste materials,  including without limitation,  Municipal
Solid Waste ("MSW"),  which  technology has been reduced to United States Patent
No. 6,306,248 (the "U.S. Patent") and Patent Cooperation  Treaty,  International
Application No. PCT/US01/50049 (the "PCT") (collectively, the "UAH Technology").
The UAH Technology  constitutes  the first of the two parts of the  "Technology"
(as defined  herein).  Eley is the  majority  stockholder,  a Director,  and the
President and CEO of Bio-Products;

      Whereas,  pursuant to that certain Amended and Restated License Agreement,
effective  August 18, 2003,  which  supersedes and replaces the original license
agreement dated November 13, 1992, which was amended effective  November 5, 1997
and amended again effective August 31, 1999,  between UAH and Bio-Products  (the
"UAH  License") (a complete copy of which is attached as Exhibit A), UAH granted
an exclusive  worldwide  license to  Bio-Products  covering the UAH  Technology,
including the rights to make, have made,  use, lease and sell certain  products,
and to  practice  certain  processes,  and to license  some or all of the rights
granted to Bio-Products by UAH to others, such products and processes being more
specifically defined in the UAH License;

      Whereas,   Donald  E.  Malley  ("Malley")  developed  certain  proprietary
intellectual  property,  equipment  designs,  and process  operating  procedures
related  to the  UAH  Technology,  including  the  expertise  and  know-how  for
fabrication and continuous operation of a small waste reduction process plant at
a commercial  sanitary  landfill for a period of eighteen months  (collectively,
the "Malley/M&M Technology").  Malley (the Developer") and M&M Consulting,  Inc.
("M&M", a company  incorporated under the laws of the State of Mississippi) have
assigned to Bio-Products, exclusively throughout the world, all right, title and
interest  in the  Malley/M&M  Technology.  A complete  copy of the  Amended  and
Restated Stock Purchase and Assignment  Agreement (the "Malley/M&M  Assignment")
is attached as Exhibit B. The Malley/M&M  Technology  constitutes  the second of
the two parts of the "Technology"  (as defined herein).  M&M is a stockholder in
Bio-Products, and Malley is a Vice President of Bio-Products;

      Whereas,  the original Technology License Agreement,  dated June 21, 2002,
was between Bio-Products and World Waste Holdings,  Inc. ("WWHI"),  incorporated
under international law in Anguilla,  British West Indies, and WWHI assigned the
said Technology  License Agreement to World Waste of America,  Inc.  ("WWA"),  a
company  incorporated  under the laws of the State of California,  effective May
12, 2003 (a complete copy of which is attached as Exhibit C);

      Whereas, WWA and all of its assets, including the June 21, 2002 Technology
License  Agreement  with  Bio-Products,  was acquired by Waste  Solutions,  Inc.
("WSI"), a California  corporation,  in a merger and reorganization in which WWA
became a wholly owned  subsidiary of WSI,  dated March 22, 2004 (a complete copy
of which is attached as Exhibit D);


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<PAGE>

      Whereas, WSI filed a Certificate of Amendment of Articles of Incorporation
to the  Secretary of State of the State of  California  changing the name of the
corporation  to World  Waste  Technologies,  Inc.  ("WWT") on March 24,  2004 (a
complete copy of which is attached as Exhibit E);

      Whereas,  Bio-Products  desires to enter  into this  Revised  Amended  and
Restated  Technology  Agreement  with the Licensee to provide the Technology and
future  improvements  for the construction and operation of commercial scale MSW
processing  and recycling  facilities  subject to the terms and  conditions  set
forth herein;

      Whereas, the Licensee either has the financial resources, or has agreed to
use their best  efforts  to secure  the  financial  resources,  for the  design,
engineering, and fabrication of processing equipment and facilities, acquisition
and  permitting  of  construction  sites,   purchase  of  processing  equipment,
construction  and operation of  commercial  scale MSW  processing  and recycling
facilities,  and marketing and promotion of said commercial  facilities that are
compatible with the Technology;

      Whereas,  the  Licensee  desires to enter into this  Revised  Amended  and
Restated Technology Agreement with Bio-Products to use the Technology and future
improvements  for  the  construction  and  operation  of  commercial  scale  MSW
processing  and  recycling  facilities  subject  to  the  terms  and  conditions
hereinafter set forth;

      Whereas,  the Parties wish to execute  this  Revised  Amended and Restated
Technology  Agreement  between the Parties as herein set forth to supercede  and
replace the Amended and Restated Technology License Agreement,  executed on June
21,  2004,  which  superceded  and  replaced  the  original  Technology  License
Agreement,  dated June 21, 2002,  and June 21, 2002 shall  remain the  effective
date of this Agreement; and

      Now, therefore,  in consideration of the premises and the mutual covenants
contained herein, the Parties hereto agree as follows:

                             ARTICLE I - DEFINITIONS

      For purposes of this Agreement, the following words and phrases shall have
the following meanings:

      1.1 "Technology"  shall mean the inventions,  technology,  and proprietary
intellectual property and information  developed by Bio-Products,  Eley, Malley,
and UAH  created  or  discovered  prior to or after the  effective  date of this
Agreement,  including,  but  not  limited  to,  inventions,  processes,  process
operating  procedures  and  discoveries,  patents,  patent  applications,  trade
secrets, developments, facility designs, equipment designs, works of authorship,
formulas, software programs, techniques, information, expertise, know-how, data,
research,  mask works, all  intellectual  and industrial  property rights of any
sort, all rights of integrity,  disclosure  and  withdrawal,  copyrights,  trade
names  and  trademarks,   which  are  related  to  the  recycling,   processing,
collection,  storage, disposal, treatment,  utilization or reduction of waste or
waste  components.  Technology as defined in this  Agreement does not include or
prohibit  any end uses of the  cellulosic  product or other  by-products  of the
process, with the exception of the use of the cellulosic product in applications
in which the cellulosic product of waste, including MSW, processed utilizing the
Technology  is either used  directly as a fuel source or  converted  into an end
product  for  energy   production   which   remains   exclusively   licensed  to
Bio-Products.   Technology  otherwise  includes  without  limitation,   the  UAH
Technology, the Malley/M&M Technology, United States Patent Number 6,306,248 and
Patent Cooperation Treaty International Application Number PCT/US01/50049.


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<PAGE>

      1.2 "Third Party" shall mean any person or entity other than Bio-Products,
Eley, Malley, UAH, the Licensee and Sub-Licensees of the Licensee.

      1.3 "Operating Day" shall mean the day in which the facility (i) processes
waste equal to or in excess of the facility's daily design capacity as warranted
in Section 5.7; or (ii)  processes  all of the waste brought to the facility for
processing  on such day;  or (iii)  processes  as much  waste as  allowed by any
downstream  limitations,  such as but not  limited  to, any  limitations  on the
downstream processing or disposal of the cellulosic product.

      1.4  "Cellulose  Product"  shall be defined as the smallest  size material
obtained  from  screening  the  processed   materials   produced  utilizing  the
Technology,  typically  through a one-half inch screening  device, in which more
than  fifty  percent  (50%) by dry  weight can be  chemically  characterized  as
material originating from forest products or other living plants.

      1.5  "Bio-Products  Affiliate"  means a corporation  or other legal entity
formed and doing business,  and in which Bio-Products directly holds or owns (i)
at least  fifty-one  percent  (51%) of the equity or ownership  interest in such
corporation or other legal entity;  and (ii) sufficient  voting rights to enable
Bio-Products to nominate and elect at least a majority of the board of directors
or other  managing  authority  and  maintain  control  in the  direction  of the
business  operations and  strategies of such  corporation or other legal entity;
and (iii) an  active  operational  interest,  not  merely a  passive  investment
interest, in such corporation or other legal entity.

      1.6 "Proposed Construction Notice" means a written notice containing (i) a
description  of the  proposed  facility,  (ii) the  identity of the  prospective
location for the proposed facility, (iii) a detailed financial and business plan
for the  proposed  facility  and its  operation,  and (iv) the  identity  of the
proposed feedstock provided and its proposed feedstock contract.

                          ARTICLE II - GRANT OF LICENSE

      2.1 Subject to the terms and  conditions of this  Agreement,  Bio-Products
hereby  grants a license to the Licensee to utilize the  Technology to construct
and operate  commercial  scale MSW  processing  and recycling  facilities in the
United States of America ("USA").

      (a)   The  license  granted by  Bio-Products  to the  Licensee  under this
            Agreement shall be exclusive in all of the States, territories,  and
            possessions   of  the  USA  with  the  following   exceptions:   (i)
            Bio-Products shall retain the exclusive right and license to utilize
            the  Technology  to  construct  and  operate  commercial  scale  MSW
            processing and recycling  facilities in the USA for  applications in
            which the  cellulosic  product of waste,  including  MSW,  processed
            utilizing the Technology is either used directly as a fuel source or
            converted into an end product for energy production;  (ii) except as
            otherwise  provided  for  herein,   Bio-Products  shall  retain  the
            exclusive  right and license to utilize the  Technology to construct
            and operate commercial scale MSW processing and recycling facilities
            in the State of  Arkansas;  and (iii)  Bio-Products  shall  retain a
            non-exclusive  right and license to construct and operate additional
            commercial scale MSW processing and recycling  facilities  utilizing
            the  Technology  in one or all of the States of Alabama,  Tennessee,
            Georgia,  and/or  South  Carolina,  providing  the  total  number of
            facilities   in  these   States   does  not  exceed  four  (4)  (the
            "Bio-Products   Retained   Sites")   and  further   providing   that
            Bio-Products  shall be required to draw its MSW  feedstock  for said
            four  Bio-Products   Retained  Sites  only  from  within  the  State
            boundaries  of each of said four States  and/or from within 75 miles
            from the State  border  outside  the  State in which  the  operating
            facility exists.  The above  notwithstanding,  upon written requests
            from  the  Licensee,  (i)  Bio-Products  shall  grant  site-specific
            sub-licenses   to  the  Licensee  for   applications  in  which  the
            cellulosic product of waste,  including MSW, processed utilizing the
            Technology  is either used  directly  as a fuel source or  converted
            into an end product for energy  production;  (ii) Bio-Products shall
            grant  site-specific  sub-licenses  to the Licensee to construct and
            operate  facilities   utilizing  the  Technology  in  the  State  of
            Arkansas.  In addition,  Bio-Products  hereby  grants the Licensee a
            first  right of  refusal  in  accordance  with the terms of  Section
            2.1(b) hereof.


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<PAGE>

      (b)   Right of First Refusal. As stated in Paragraph 2.1(a),  Bio-Products
            or a  Bio-Products  Affiliate,  as defined in paragraph  1.5,  shall
            retain  (i) a  non-exclusive  right and  license  to  construct  and
            operate up to four (4) Bio-Products Retained Sites, i.e., up to four
            (4)  facilities  utilizing the  Technology in the States of Alabama,
            Tennessee,  Georgia, and South Carolina and (ii) the exclusive right
            and license to construct and operate commercial scale MSW processing
            and recycling  facilities  utilizing the  Technology in the State of
            Arkansas (the  "Arkansas  Sites")  (collectively,  the  Bio-Products
            Retained Sites and the Arkansas Sites shall be referred to herein as
            the "ROFR  Sites").  Bio-Products  and Licensee  hereby agree that a
            right of first refusal is hereby  granted to Licensee to participate
            in the ROFR Sites as follows:

            (i)   Proposal Notice. If at any time Bio-Products or a Bio-Products
                  Affiliate  proposes to develop and construct a ROFR Site, then
                  Bio-Products  shall  give  Licensee  a  Proposed  Construction
                  Notice  pursuant to Section 14.15 hereof of  Bio-Products'  or
                  Bio-Products  Affiliate's intention to develop a ROFR Site. To
                  the extent Bio-Products has been discussing the ROFR Site with
                  a  Bio-Products  Affiliate  or any Third  Party,  the Proposed
                  Construction  Notice shall also include all details  regarding
                  those  discussions  and a copy of any written  proposal,  term
                  sheet or letter of intent or other  agreement  relating to the
                  proposed ROFR Site with said  Bio-Products  Affiliate or other
                  Third Party(ies).

            (ii)  Licensee's Option.  Licensee shall have an option for a period
                  of ninety (90) days from receipt of the Proposed  Construction
                  Notice to elect to finance,  own and control up to one hundred
                  percent (100%) of the project in accordance  with the material
                  terms and conditions as described in the Proposed Construction
                  Notice.   Licensee  may  exercise  such  option  by  notifying
                  Bio-Products  in  writing  pursuant  to Section  14.15  hereof
                  before  expiration of the ninety (90) day period.  If Licensee
                  exercises  such option and elects to own and control more than
                  50%, (i) each facility  covered by said exercise  shall not be
                  considered  as one  of the  Bio-Products  Retained  Sites,  if
                  Licensee has majority  interest  (interest  greater than 50%),
                  and (ii) the Licensee  shall  reimburse  Bio-Products  for its
                  actual  out-of-pocket   expenses  incurred  in  securing  said
                  facility within ninety (90) days of exercising its option, and
                  pay  Bio-Products  a Sales  Commission  equal to three percent
                  (3%) of the proposed  capital cost of the facility  (excluding
                  the cost of the vessel(s)), payable in four equal installments
                  with each such  installment  due 90 days,  180 days, 270 days,
                  and 360 days, respectively, from the date Licensee secures and
                  completes  financing  for the facility or begins  construction
                  and  placing  orders  for  equipment  prior to  completion  of
                  financing  of the  facility.  Notwithstanding  the  foregoing,
                  Licensee  shall not have an option  pursuant  to this  Section
                  2.1(b) with respect to the first two "Proposed Exempt Site(s)"
                  (as  defined  below).   For  the  purposes  hereof,  the  term
                  "Proposed  Exempt  Site(s)"  shall mean a  proposed  ROFR Site
                  which  processes,  or is capable of  processing,  no more than
                  2000 tons per day located in the State of  Arkansas,  Alabama,
                  Tennessee, Georgia, and South Carolina."


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<PAGE>

            (iii) Non-Exercise  of Rights.  To the extent that  Licensee has not
                  exercised its rights to develop the proposed  facility  within
                  the  time  periods   specified   above,   Bio-Products   or  a
                  Bio-Products  Affiliate  shall have the right to construct the
                  facility  upon terms and  conditions  (including  the  capital
                  commitment)  no more  favorable  than those  specified  in the
                  Proposed Construction Notice and the Licensee shall then grant
                  a site-specific  sub-license  (said  sub-license  shall not be
                  sub-licensable  or  otherwise   transferable  for  any  reason
                  without the prior written consent of Licensee) to Bio-Products
                  or a Bio-Products  Affiliate, as the case may be. Every effort
                  will be made by the Parties to avoid locating  facilities that
                  would compete for waste in the same collection areas.

      2.2 The term of this license shall extend from the  effective  date of the
original  Technology License Agreement,  which is June 21, 2002, for a period of
twenty (20) years,  unless extended,  terminated or replaced by agreement of the
Parties  hereto,  or unless  otherwise  extended  or  terminated,  as  elsewhere
provided in this Agreement. This Agreement shall be extended automatically until
the  expiration  date of the last  patent  issued  to  Bio-Products  and/or  UAH
covering the Technology.

      2.3  Anything  to the  contrary  contained  elsewhere  in  this  Agreement
notwithstanding,  Bio-Products  shall retain all of the exclusive rights granted
under the UAH License and all of the exclusive rights assigned by the Malley/M&M
Assignment,  including the worldwide  exclusive  right to license some or all of
its rights not granted to the Licensee  under this Agreement to Third Parties to
utilize the Technology.

      2.4 Subject to the terms and  conditions of this  Agreement,  Bio-Products
hereby grants to Licensee the right to obtain an exclusive  option or license to
utilize the Technology to construct and operate  commercial scale MSW processing
and  recycling   facilities   outside  the  United  States  upon  the  following
conditions:

      (a)   From  the  date of this  Amended  and  Restated  Technology  License
            Agreement,  Bio-Products  agrees to inform  Licensee  of any written
            offer from a Third  Party to obtain an  exclusive  option or license
            for a foreign  country not  currently  under an exclusive  option or
            license that is acceptable to Bio-Products. Licensee will be granted
            a period of thirty (30) days from the date of  notification in which
            to elect to purchase  the option or license for said  country on the
            same terms and conditions as contained in the written offer from the
            Third Party. If Licensee  exercises its right to purchase the option
            or license for said country during the thirty (30) day period,  then
            Bio-Products  shall grant an exclusive option or license to Licensee
            under the terms and conditions  stated in the written offer from the
            Third Party. If Licensee fails to exercise its right to purchase the
            option  or  license   within  the  thirty  (30)  day  period,   then
            Bio-Products  may  grant an  exclusive  option or  license  for said
            country to the Third Party making the initial offer.


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<PAGE>

      (b)   The  Licensee  may from  time to time  submit a written  request  to
            Bio-Products  naming  each  country  in which it wishes to obtain an
            option  for an  exclusive  license  to utilize  the  Technology.  If
            Bio-Products  has not  previously  granted  an  exclusive  option or
            license to or  received a written  offer from a Third Party for that
            country,   Bio-Products  shall  grant  Licensee  an  option  for  an
            exclusive  license  for that  country  upon the  payment  of fifteen
            thousand  dollars  ($15,000)  per country (the "Option  Fee").  Said
            Option Fee shall be due and  payable  within  thirty (30) days after
            Bio-Products  has informed  Licensee in writing that said country is
            available. Licensee acknowledges that the deadline for submission of
            foreign  patent  applications  based on the current PCT has expired,
            therefore no patent protection can be provided to Licensee under the
            current PCT. However,  Licensee agrees to pay all fees and expenses,
            including,  but not limited  to,  maintenance  fees  incurred in the
            prosecution  of future  patents as may be necessary or useful in the
            countries licensed to Licensee under this Paragraph 2.4. Such option
            for an  exclusive  license  granted  to  Licensee  pursuant  to this
            Paragraph  2.4(b)  shall be for a term of three (3)  years  from the
            date  that the  Option  Fee is paid to  Bio-Products;  provided  the
            Licensee has also paid all fees and expenses for patent  prosecution
            incurred  during  the  term  of  the  option,  and  Licensee  is  in
            compliance   with  all   requirements   under  this   Agreement  for
            exclusivity in the United States.

      (c)   At any time prior to the  expiration of the term of an option for an
            exclusive  license to Licensee in any country  under  Paragraph  2.4
            (b),  the option  may be  converted  to an  exclusive  license  upon
            payment by Licensee to  Bio-Products of a license fee of eighty-five
            thousand  dollars  ($85,000)  per country,  in addition to the above
            Option Fee and any patent  prosecution  fees and expenses.  Licensee
            shall also continue to pay all fees and expenses, including, but not
            limited to,  maintenance fees incurred in the prosecution of patents
            as may be  necessary  or useful in the country  licensed to Licensee
            under this Paragraph 2.4.

      (d)   For each country  exclusively  licensed to Licensee under  Paragraph
            2.4(c),  the  terms  and  conditions  set  forth  elsewhere  in this
            Agreement shall apply and Licensee shall pay royalties, bonuses, and
            fees to  Bio-Products  in  accordance  with Article  III,  excluding
            Paragraph  3.1,  and all  waste  processing  facilities  both in the
            United  States and outside the United  States shall be combined on a
            cumulative  basis for  purposes of  calculating  all payments due to
            Bio-Products,  unless  another  financial  arrangement  is  mutually
            agreed to by the Parties.

      2.5 For each facility to be constructed  and operated under this Agreement
by the  Licensee,  a Proposed  Construction  Notice,  as defined in Article 1.6,
shall be  prepared  and  submitted  to  Bio-Products  for  review  and  comment.
Bio-Products  shall  submit its  comments in writing to the Licensee in a timely
manner,  not to exceed ninety (90) days. The Licensee  shall, at its discretion,
then grant a site-specific sub-license to a USA entity (the "Sub-Licensee"),  if
any, that shall own and/or  operate the  facility.  Such  sub-license  agreement
shall be subject to the approval of  Bio-Products,  which  approval shall not be
unreasonably  withheld and shall be deemed given if not provided  within  ninety
(90) days of written  notice to  Bio-Products  as per the terms of Section 14.15
hereof.

             ARTICLE III - FEES, ROYALTIES, AND OTHER CONSIDERATION

      3.1 The Licensee shall pay to Bio-Products a one time Technology licensing
fee of Three Hundred Fifty Thousand Dollars ($350,000) for the USA. Bio-Products
acknowledges  that it has received payment in full of this Technology  licensing
fee.


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<PAGE>

      3.2 The Licensee shall pay to Bio-Products a royalty of fifty cents ($.50)
for every ton of waste received and processed utilizing the Technology,  up to a
maximum of two thousand  (2,000) tons per day of waste  processed.  The Licensee
shall pay to Bio-Products a royalty of one dollar ($1.00) for every ton of waste
received and processed in excess of two thousand tons per day up to a maximum of
ten thousand (10,000) tons per day of waste processed. The Licensee shall pay to
Bio-Products  a royalty of one dollar and fifty  cents  ($1.50) for every ton of
waste  received and  processed in excess of ten thousand  (10,000) tons per day.
The royalty  payments shall become payable on the thirtieth (30th) day following
the end of the calendar  month in which such amount  becomes due and owing until
this Agreement or any extension  thereof expires or is terminated.  Bio-Products
agrees that no royalty shall be due and payable with respect to waste  processed
at any  facility  until such  facility  has been in  operation  for thirty  (30)
Operating  Days,  as  defined  in  Paragraph  1.3  (the   "Operational   Date").
Bio-Products  further  agrees  that no royalty  shall be  assessed  on the first
facility  until  either the sale of the  cellulosic  product is  confirmed  by a
written  agreement  between the  Licensee  and a purchaser  or the  facility has
operated,  producing  and  disposing of the  cellulosic  product,  for more than
ninety (90) days after the Operational Date.  Payment of said royalties shall be
by wire transfer of funds to a Bio-Products  bank account or by cashier's  check
or other bank certified negotiable instrument.

      3.3 The Licensee  shall pay to  Bio-Products  a bonus (the "Bonus") of two
and one half  percent  (2.5%) of the gross  sales price in excess of ten dollars
($10.00) per ton for the cellulosic product from waste, including MSW, utilizing
the Technology.  The Bonus shall become due and payable on the ninetieth  (90th)
day following the end of the calendar  quarter in which such recyclable  product
sales are made until  this  Agreement  or any  extension  thereof  expires or is
terminated.  The Bonus shall be paid by wire transfer of funds to a Bio-Products
bank  account  or by  cashier's  check or by  other  bank  certified  negotiable
instrument.  The above  notwithstanding,  no Bonus shall be due and payable with
respect to the  cellulosic  product  produced at the facility until the facility
reaches its Operational Date.

      3.4

      (a) As  additional  consideration  and for their  experience  and know-how
regarding the Technology,  the Licensee shall pay Bio-Products a monthly fee for
technical services.  Such technical services shall initially be provided by Eley
and Malley who are employees of Bio-Products,  and who agree to provide whatever
technical  services are  reasonably  requested of them by Licensee.  Payments to
Bio-Products for the technical  services shall be ten thousand dollars ($10,000)
per month  payable  on or before  the first  (1st)  business  day of each  month
beginning six (6) months from June 21, 2002. Payments for the technical services
of  Bio-Products  shall be increased to twenty  thousand  dollars  ($20,000) per
month commencing on the first business day of the month following the Licensee's
initial down payment for the process vessels for  construction of the Licensee's
first  plant and  continuing  each  month  thereafter  until the first  facility
reaches its Operational Date.

      (b)  Following  the  Operational  Date  as  defined  above  in  3.4(a)  of
Licensee's first facility, and effective immediately, payments for the technical
services  of  Bio-Products  shall  be  decreased  to  fifteen  thousand  dollars
($15,000)  per  month for the  continued  provision  of  technical  services  by
Bio-Products  with respect to the  construction of additional  facilities or the
expansion of existing  facilities.  Licensee and Bio-Products shall enter into a
consulting  agreement  on  terms  mutually  agreeable  to both  Parties  for the
continued  provision of technical  services by Bio-Products  with respect to the
construction of additional  facilities or the expansion of existing  facilities.
Licensee agrees that said  consulting  agreement shall be for five (5) years and
shall include a minimum of fifteen thousand dollars  ($15,000) per month payable
to Bio-Products on the first (1st) business day of each month.


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<PAGE>

      (c) If at any time  Bio-Products  fails to  undertake  technical  services
requested,  then Licensee may cease all payments as set forth in this  Paragraph
3.4,  until  such  time as the  failure  to  undertake  the  technical  services
requested is remedied.

      3.5  Additionally,  with  respect to the  technical  services  provided by
Bio-Products,  the Licensee shall either provide  pre-paid  expense  accounts or
reimburse  Bio-Products  employees for the reasonable  transportation,  lodging,
food, and other expenses  incurred by Bio-Products  employees in the performance
of such technical  services for the Licensee.  In either case,  itemized expense
reports  and  receipts  shall  be  submitted  to the  Licensee  by  Bio-Products
employees  within ten (10)  business  days of completion of travel or a specific
project in which expenses are incurred.  The Licensee  shall  establish a travel
expense  policy and  procedure,  which policy and procedure  Bio-Products  shall
adhere to unless the Parties agree, in writing, otherwise. Any reimbursement for
expenses shall be paid by the Licensee  within ten (10) business days of receipt
of such expense reports submitted by Bio-Products employees.

      3.6 The Licensee may enter into research and  development  contracts  with
Bio-Products to use the UAH pilot plant and facilities that are unrelated to the
Technology,  as defined herein, with Eley as the principal  investigator,  to be
defined  from  time  to  time in  exchange  for  results  and  information,  and
Bio-Products  shall  provide a royalty  free  unrestricted  license  to use said
results and  information  which are  unrelated to the  Technology  at Licensee's
facilities  for the  period of this  Agreement  unless a separate  agreement  is
prepared  and signed by both  Parties.  Such results and  information  which are
unrelated to the Technology,  including but not limited to test results,  notes,
and reports  regarding the work  performed as requested by the Licensee shall be
turned over to the Licensee by Eley within thirty (30) days of  completion,  and
all such  results  and  information  shall be  considered  as  jointly  owned by
Licensee  and  Bio-Products  as  provided  in Article  IV.  Eley shall allow the
Licensee  to visit the UAH pilot  plant  facility  for any  purposes,  including
demonstrations,  recyclable  product  production,  and testing  upon  reasonable
notice by the Licensee and mutual agreement with Eley as to the dates and times.
Eley  shall  also  provide  training  for the  Licensee's  employees  to use the
licensed  Technology at the UAH pilot plant. Eley shall be compensated at a rate
of five  hundred  dollars  ($500.00)  per day plus  expenses for all pilot plant
operations.  For  demonstrations,  recyclable product production,  testing,  and
training  at the UAH pilot plant at the request of the  Licensee,  the  Licensee
shall compensate  Bio-Products  and UAH for the expenses for such  demonstration
and test runs as follows:

<TABLE>
<CAPTION>
<S>                                                                     <C>
      (a) For Each Series of Test Runs:
               (i)      Pilot Plant Preparation/Set up                       $500
               (ii)     Pilot Plant Clean-up/Shutdown                        $500
      (b) For Each Test Run in a Series:
               (i)      Boiler Fuel/Water Treatment                          $200
               (ii)     Labor                                                $800
               (iii)    Waste Disposal                                       $100
      (c) Follow up Costs:
               (i)      Small Sample Collection, Packaging & Storage         $100
               (ii)     Large Sample  Collection & Packaging                 $250
               (iii)    Dry  Cellulose  Product  per ton                     $500
               (iv)     Shipping Containers & Shipping Costs            Actual, plus 25%
      (d) Additional expenses:
               (i)      Tractor Rental                                       $100/day
               (ii)     Auto/Truck mileage for Laborers                      $0.40/mile
               (iii)    Truck towing mileage                                 $0.80/mile
               (iv)     Local Lodging for Laborers                           $50/day
               (v)      Per Diem allowance for Laborers                      $25/day
</TABLE>


                                       8
<PAGE>

      3.7 For the first facility to be sub-licensed  under this  Agreement,  the
Licensee agrees that the facility design,  equipment designs and specifications,
engineering firm, construction contractors and sub-contractors, and all facility
management and labor personnel must be approved by Bio-Products,  which approval
shall  not be  unreasonably  withheld.  The  Licensee  also  agrees to begin the
facility permitting,  facility and equipment design,  equipment  selection,  and
engineering  for the  first  facility  within  six (6)  months  from the date of
execution  of this  Agreement  and to begin  placing  orders for  equipment  and
construction  site work  within  one (1) year from the date of  approval  of all
permitting,  facility and equipment design, equipment selection, and engineering
for the first  facility.  Notwithstanding  the  foregoing,  Licensee shall begin
placing  orders  for  equipment  and  shall   commence  and  diligently   pursue
construction  and  completion  of the first  facility  no later than thirty (30)
months from the effective  date of this  Agreement,  which would be December 21,
2004.

      3.8 Due to the  proprietary  nature  of the  process  vessel  design,  the
Licensee agrees that  Bio-Products  shall maintain the exclusive right of vessel
manufacture,  and the Licensee and its Sub-licensees shall purchase all required
vessels  exclusively  from  Bio-Products.  The purchase price shall be cost plus
fifteen  percent  (15%),  not  including  shipping  costs or  taxes.  All  other
equipment  required  for  construction  and  operation of waste  processing  and
recycling  facilities  utilizing  the  Technology  may be  purchased  from other
vendors.  The first two vessels are to be built to Bio-Products'  specifications
in  Mississippi  and  shipped to the  requested  locations.  Shipping  costs and
applicable taxes shall be itemized and included in the cost of vessels and shall
be invoiced to and paid by the  Licensee.  Thereafter,  Bio-Products  shall from
time  to time  seek  the  qualifications  of and  obtain  cost  quotations  from
alternative vessel manufacturers to manufacture future process vessels as needed
such that the same may be provided to Licensee  having  equal or higher  quality
than that established by Bio-Products from its Mississippi  manufacturer and may
be transported by truck to the required facility at a cost equal to or less than
that established by Bio-Products from its Mississippi manufacturer including the
cost of shipping and taxes.  Bio-Products shall provide a minimum of thirty (30)
days training for Licensee  employees and a written  operations and  maintenance
manual for operating the process  vessels.  If future vessels are purchased at a
cost,  excluding shipping costs and taxes, below the most recent purchase price,
Licensee agrees to pay Bio-Products an amount equal to twenty-five percent (25%)
of the cost  savings.  An example of the  Bio-Products  warranty for the process
vessels is attached as Exhibit F.  Bio-Products  agrees to work directly with an
Engineer, Procure, and Construct ("EPC") contractor chosen by Licensee regarding
the procurement of process vessels from Bio-Products manufactured by Mississippi
Tank  Company  or  by  qualified   alternative  vessel   manufacturers  for  the
development  of an EPC  contract  with  Licensee for future  process  vessels as
needed by Licensee.  Any such EPC  contractor and any such  alternative  process
vessel  manufacturer  shall be required to sign a Bio-Products  Confidentiality,
Non-Disclosure, and Non-Use Agreement.

      3.9 In order to maintain the exclusivity of this  Agreement,  the Licensee
further  agrees  that,  within six (6) months from the  Operational  Date of the
first facility,  the Licensee shall begin the facility permitting,  facility and
equipment design,  equipment selection,  and engineering for construction of one
or more facilities  with a combined total of at least two thousand  (2,000) tons
per day.  Licensee  further agrees that within six (6) months after Licensee has
obtained  approval of  permitting,  facility  and  equipment  design,  equipment
selection,  and  engineering,  the Licensee shall begin  ordering  equipment and
construction  site work for the one or more  facilities with a combined total of
at least two thousand  (2,000) tons per day, unless prevented from doing so by a
regulatory  or government  agency,  acts of God, acts of war, acts of terrorism,
strikes,  and the like. The Licensee shall expand existing facilities and/or add
new  facilities  with design  capacity for  processing at least an average of an
additional two thousand (2,000) tons per day of MSW each year thereafter, unless
prevented from doing so by a regulatory or government  agency. If Licensee fails
to perform as specified under this Paragraph 3.9 for two (2) consecutive  years,
then this Agreement shall convert from an exclusive to a non-exclusive license.


                                       9
<PAGE>

      3.10 The  Licensee  shall  maintain  all such  books  and  records  as are
necessary to accurately  determine all amounts due and payable to  Bio-Products,
Eley, and Malley under Paragraphs 3.2, 3.3, 3.4 and 3.5 of this Agreement, which
books and  records  the  Licensee  shall  make  reasonably  available,  upon the
submission of a written request from Bio-Products for inspection by Bio-Products
and/or  its  designated   representative  at  a  time  mutually   convenient  to
Bio-Products and the Licensee. Bio-Products agrees to treat all such information
respecting Licensee's books and records as confidential.

      3.11 All payments shall be paid to  Bio-Products  at the address set forth
in Paragraph  14.15 of this  Agreement  or as  otherwise  notified in writing by
Bio-Products.

                     ARTICLE IV - INVENTIONS AND DISCOVERIES

      4.1 All  rights,  title,  and  interest in and to the  Technology  and all
patent  applications and patents thereon or relating thereto as presently exist,
specifically  United States Patent No. 6,306,248 and foreign patents filed prior
to April 22, 2004 on Patent  Cooperation  Treaty  International  Application No.
PCT/US01/50049 shall remain the sole and exclusive property of UAH. In addition,
future patents and patent applications,  both foreign and domestic, with respect
to the existing Technology shall be applied for and prosecuted, and if received,
shall issue solely in Bio-Products'  name (See Paragraph 2.7 of the UAH License,
attached hereto as Exhibit A).

      4.2  All  right,  title  and  interest  in and to all  future  inventions,
processes,   enhancements,   improvements   and   other   discoveries   made  by
Bio-Products,  or any person acting for and under the direction of  Bio-Products
or the Licensee,  or any other  employees or consultants of  Bio-Products or the
Licensee,  relating specifically to the design,  engineering,  fabrication,  and
operation of the process vessels required to utilize the Technology,  whether or
not  patentable,  shall be owned  exclusively  by  Bio-Products  and licensed to
Licensee  hereunder.  All patent  applications and patents thereon,  foreign and
domestic,  whether  made by any of the Parties,  or jointly by the  Parties,  or
jointly by at least one employee of each Party,  shall be owned  exclusively  by
Bio-Products.  Bio-Products  shall add the  names of  Licensee's  employees  and
consultants  that make  substantive  contributions  to the  development  of such
patent  applications as  co-inventors.  To the extent required to accomplish the
foregoing,  the Licensee and/or its employees and consultants  shall execute any
and all assignments of patents or other documents to  Bio-Products,  if required
for any such patents to issue in Bio-Products' name.  Bio-Products shall provide
the Licensee  with detailed  information  concerning  all such  related,  future
inventions,  processes,   enhancements,   improvements  and  other  discoveries.
Bio-Products  hereby  grants to the  Licensee an  exclusive  license in the USA,
subject to the same exclusions and conditions  stated above in Paragraph 2.1, to
utilize all such future inventions,  processes,  enhancements,  improvements and
other discoveries at no additional royalty or cost, except that the term of this
Agreement  shall  be  automatically  extended  to  the  expiration  date  of any
subsequently  issued  patent  for  each  facility  which  utilizes  such  future
invention,  process,  enhancement  or  improvement.  Any facility which does not
utilize such future invention,  process, enhancement or improvement shall not be
subject to the extension of the term of this Agreement.

      4.3 The Technology of  Bio-Products  and/or UAH shall be maintained by the
Licensee  free and clear of all liens  and  encumbrances  or rights of any Third
Party. Neither Bio-Products nor Licensee shall sub-license,  encumber,  transfer
or assign the Technology of Bio-Products  and/or UAH without the written consent
of the other Party, except as provided in this Agreement.


                                       10
<PAGE>

      4.4 The  provisions  Paragraphs  4.1,  4.2, and 4.3 of this Article  shall
apply  to  both  foreign  and  domestic  inventions,  processes,   enhancements,
improvements and other  discoveries  relating to the Technology,  whether or not
patentable, and to all patent applications and patents related thereto.

      4.5  All  right,  title  and  interest  in and to all  future  inventions,
processes,  enhancements,  improvements  and other  discoveries  made jointly by
Bio-Products  and Licensee,  or any person acting for and under the direction of
Bio-Products and Licensee, or any other employees or consultants of Bio-Products
and Licensee,  relating to the use of the cellulosic product in any applications
not  previously  excluded  in  Paragraph  2.1 of  this  Agreement  or any  other
by-products  obtained  from the  processing  of MSW  utilizing  the  Technology,
whether or not patentable,  shall be owned jointly by Bio-Products and Licensee.
All patent applications and patents thereon, foreign and domestic,  whether made
jointly by the Parties or jointly by at least one employee of each Party,  shall
be jointly owned by Bio-Products  and Licensee.  The Parties shall add the names
of  all  employees  and  consultants  that  make  substantive  contributions  to
development of such patent applications as co-inventors.  To the extent required
to accomplish the foregoing,  Bio-Products  and Licensee and/or their respective
employees and  consultants  shall execute any and all  assignments of patents or
other documents to Bio-Products  and Licensee,  if required for any such patents
to issue  jointly  in  Bio-Products'  and  Licensee's  names.  Bio-Products  and
Licensee  shall share equally in the costs of patent  preparation,  application,
prosecution,  and maintenance for all such jointly owned  inventions The Parties
shall provide each other with detailed information  concerning all such related,
future inventions, processes, enhancements,  improvements and other discoveries.
Bio-Products and Licensee, as co-owners of any such jointly developed inventions
shall  each  have the full  right  to  exploit  such  joint  inventions  with no
accounting to the other Party.

      4.6  All  inventions,  processes,  enhancements,  improvements  and  other
discoveries developed by Licensee,  its employees,  and/or its consultants,  not
including  any  Bio-Products   employees  or  consultants  performing  technical
services for Licensee, regarding the use of the cellulosic product, or any other
by-product obtained from the processing of MSW utilizing the Technology,  in any
applications not previously excluded by Paragraph 2.1 of this Agreement, whether
or not  patentable,  shall be owned  exclusively  by Licensee.  All  inventions,
processes,  enhancements,   improvements  and  other  discoveries  developed  by
Licensee,  its employees,  and/or its consultants not related to the Technology,
whether or not patentable, shall be owned exclusively by Licensee.

      4.7  All  inventions,  processes,  enhancements,  improvements  and  other
discoveries  developed by Bio-Products,  its employees,  and/or its consultants,
other than those developed by Bio-Products  while performing  technical services
for  Licensee,  regarding  the  use  of the  cellulosic  product  or  any  other
by-product  obtained from the processing of MSW utilizing the Technology,  shall
be owned  exclusively  by  Bio-Products  and shall not  constitute a part of the
Technology.

      4.8 The  Parties  shall  cooperate  in good  faith  to  protect  any  such
invention, process, enhancement, improvement or other discovery, and to make all
necessary applications,  assignments, as provided herein, and filings, including
patents,  industrial designs,  copyright registrations,  trademark registrations
and other legal  protections,  necessary or helpful to protect  their  interests
therein.

                    ARTICLE V - REPRESENTATIONS AND WARANTIES
                                 OF BIO-PRODUCTS

      Bio-Products  hereby  represents and warrants,  as of the date hereof,  as
follows:

      5.1 Bio-Products is a corporation, duly organized, validly existing and in
good standing under the laws of Alabama.  Bio-Products  has all requisite  power
and  authority,  corporate and  otherwise,  to execute,  deliver,  observe,  and
perform its  obligations  under,  this  Agreement.  The execution,  delivery and
performance by  Bio-Products  of this Agreement have been duly authorized by all
necessary  corporate  action  and does not and  will not  violate  Bio-Products'
Articles of  Incorporation  or Bylaws or any  provision of any  agreement,  law,
rule, regulation, order, writ, judgment, injunction,  decree, determination,  or
award presently in effect to which Bio-Products is a party or is subject.


                                       11
<PAGE>

      5.2 Bio-Products  possesses all such  franchises,  licenses,  patents,  or
other rights  necessary to enter into, and satisfy its obligations  under,  this
Agreement,  without (to the best of Bio-Products'  knowledge) any conflict with,
or infringement of, the franchises,  licenses,  patents or other rights of Third
Parties.

      5.3  Bio-Products  has the  exclusive  rights to grant  some or all of its
rights or licenses to Third Parties to utilize the Technology not granted to the
Licensee under this Agreement in various geographical locations worldwide.

      5.4 There is no  action,  suit,  proceeding  or claim  pending  or, to the
knowledge of Bio-Products,  threatened against  Bio-Products in any way relating
to the Technology.  There is no action, suit, proceeding or claim pending or, to
the knowledge of  Bio-Products,  threatened  against  Bio-Products'  properties,
assets or business which might have a materially adverse effect on Bio-Products'
rights or ability to perform this  Agreement in  accordance  with its terms.  No
investigation  by any  governmental  agency is  pending  or  threatened  against
Bio-Products or the properties, business, or goodwill of Bio-Products, which has
or might have a materially adverse effect on Bio-Products'  rights or ability to
perform this  Agreement in accordance  with its terms.  There is no  outstanding
order,  writ,  injunction,  or decree of any court,  government or  governmental
agency against Bio-Products or its assets,  business, or goodwill.  Bio-Products
is not in violation of any law or governmental  regulation  applicable to it, to
the Technology,  or to its properties or business,  including but not limited to
any applicable safety, environmental control, or similar law or regulation.

      5.5 There is no claim or demand of any Third Party  pertaining  to, or any
proceedings, which are pending or, to the knowledge of Bio-Products,  threatened
which  challenge the rights of Bio-Products in respect of any of the Technology.
No  technology  owned,  licensed  or  used by  Bio-Products  is  subject  to any
outstanding  order,  decree,  judgment,  or  stipulation  by or with any  court,
arbitrator or administrative agency, or, to the best of Bio-Products' knowledge,
infringes upon the rights of Third Parties.

      5.6 As of the effective date of this Agreement  Bio-Products  has not, put
any  Third  Party on notice  of,  and is not a party to any suit  alleging,  any
infringement or alleged  infringement of any of the Technology.  Bio-Products is
aware that there are currently bases for putting certain Third Parties on notice
and/or  filing  claims,  action,  or  litigation  alleging  infringement  of the
Technology.

      5.7  Bio-Products  warrants the vessels  pursuant to the warranty  example
attached  hereto  as  Appendix  F.  Bio-Products  further  warrants  that if the
composition of the waste includes 70% pulp and paper material (by dry weight) to
be  processed  the system  would yield 63% of the  processed  materials  (by dry
weight) as the cellulosic biomass product.

                      ARTICLE VI - INDEMNITY AND INSURANCE

      6.1   (a)   The Licensee shall indemnify, defend and hold Bio-Products and
                  UAH and their  respective  directors,  trustees,  officers and
                  employees  harmless  from and  against  any and all claims and
                  expenses, including reasonable attorneys' fees and other legal
                  expenses,  arising out of the death or injury of any person or
                  persons,   any  damage  to  property,   or  any  other  claim,
                  proceeding,   demand,   expense,  or  liability  of  any  kind
                  whatsoever  resulting  from, or attributable to utilization of
                  the Technology (see Paragraph 10.3 below and Exhibit A).


                                       12
<PAGE>

            (b)   At  least  ten  (10)  days  prior to  commencement  of  vessel
                  installation  and  operating  activities  on the  site of each
                  facility  of the  Licensee to be  constructed  and utilize the
                  Technology  pursuant to this  Agreement,  the  Licensee or its
                  Sub-licensee   shall   provide  to   Bio-Products   copies  of
                  certificates  evidencing the purchase of policies of insurance
                  against the liabilities  described in Paragraph 6.1(a), naming
                  UAH and all of the Parties hereto as additional  insureds,  in
                  amounts not less than one  million  dollars  ($1,000,000)  per
                  claim.

            (c)   Bio-Products  facilities  in which the Licensee  shall have no
                  financial interest, if any, shall provide  indemnification and
                  insurance  against the liabilities  described in Paragraph 6.1
                  (a) and  (b),  naming  UAH and all of the  Parties  hereto  as
                  additional  insureds,  in  amounts  not less than one  million
                  dollars ($1,000,000) per claim.

                               VII - INFRINGEMENT

      7.1   (a)   Bio-Products  and  UAH  shall  notify  the  Licensee,  and the
                  Licensee shall notify  Bio-Products  and UAH, of any actual or
                  threatened  infringement  claims  or suits  that are or may be
                  brought or made against any Party to this  Agreement  relating
                  to the patents  assigned to UAH (a "Third Party Patent Claim")
                  within five (5) days after learning of the existence  thereof.
                  Bio-Products  and/or  UAH  shall  defend  Licensee,  at its or
                  their,  as the case may be, cost and expense  from and against
                  all  infringement  suits  relating to any Third  Party  Patent
                  Claims. In connection with the defense by Bio-Products  and/or
                  UAH of any Third Party  Patent  Claim,  the  Licensee,  at the
                  request and expense of Bio-Products and/or UAH, shall take all
                  such  reasonable  actions as are  necessary  or  desirable  to
                  assist  Bio-Products  and/or UAH in any such action.  Licensee
                  will be reimbursed by  Bio-Products  and/or UAH for its actual
                  and   reasonable   out-of-pocket   expenses,   including   its
                  reasonable  attorneys'  fees,  incurred  as a  result  of such
                  action,  within  ninety  (90) days of the  receipt  of invoice
                  thereof. Any recoveries or settlements resulting from any such
                  defenses  pursuant to this Section 7.1(a) shall be (1) subject
                  to the  approval  of all  Parties,  and (2) shall be (i) first
                  applied to all Parties'  actual and  reasonable  out-of-pocket
                  expenses  incurred  as a result  of such  defense,  (ii)  next
                  applied  to the actual  damages  incurred  by each  respective
                  Party on a  prorated  basis,  if any,  and (iii)  lastly,  all
                  remaining  recoveries shall be payable to Bio-Products  and/or
                  UAH.

            (b)   Bio-Products shall notify the Licensee, and the Licensee shall
                  notify Bio-Products,  of any actual or threatened infringement
                  claims or suits that are or may be brought or made against any
                  Party to this Agreement  relating to the Technology as defined
                  herein and  occurring  within the USA that was not assigned to
                  UAH (a  "Non-Patent  Third Party Claim")  within five (5) days
                  after learning of the existence  thereof.  Bio-Products  shall
                  defend Licensee,  at Bio-Products' cost and expense,  from and
                  against all  infringement  suits relating to Non-Patent  Third
                  Party Claims.  In connection  with the defense by Bio-Products
                  of any  Non-Patent  Third Party Claim,  the  Licensee,  at the
                  request  and  expense  of  Bio-Products,  shall  take all such
                  reasonable  actions as are  necessary  or  desirable to assist
                  Bio-Products  in any such action.  Licensee will be reimbursed
                  by  Bio-Products  for its actual and reasonable  out-of-pocket
                  expenses,  including its reasonable attorneys fees incurred as
                  a result of such action within ninety (90) days of the receipt
                  of an invoice thereof. In the event of an unsuccessful outcome
                  of such suit, any actual and reasonable out-of-pocket expenses
                  of Licensee not already  reimbursed by  Bio-Products  would be
                  deducted from future royalty  payments payable to Bio-Products
                  at a rate of fifty percent (50%) of the amount due and payable
                  from  each  royalty   payment   until  all  such  damages  and
                  out-of-pocket  expenses are fully  recovered by Licensee.  Any
                  recoveries  or  settlements  resulting  from any such defenses
                  pursuant to this  Section  7.1(b)  shall be (1) subject to the
                  approval of all parties, and (2) shall be (i) first applied to
                  all  Parties'  actual and  reasonable  out-of-pocket  expenses
                  incurred as a result of such defense, (ii) next applied to the
                  actual damages incurred by each respective Party on a prorated
                  basis,  if any, and (iii)  lastly,  all  remaining  recoveries
                  shall be payable to Bio-Products


                                       13
<PAGE>

            (c)   Upon written notice of suspected  infringement  from Licensee,
                  UAH  and/or  Bio-Products  shall  have the right  (but not the
                  obligation)  to take  enforcement  action  against  or  settle
                  infringement  activity arising within the USA under any of the
                  patents  or  other  intellectual   property  relating  to  the
                  Technology  at their cost and  expense.  In any such action by
                  UAH  and/or   Bio-Products,   the  Licensee   shall  take  all
                  reasonable  actions  as are  necessary  to assist  UAH  and/or
                  Bio-Products  in any such  action.  If the  Licensee is called
                  upon to take action in any way, which shall require it to make
                  available  its  own  personnel  or to  retain  counsel  and/or
                  experts,  UAH and/or Bio-Products shall reimburse the Licensee
                  for its actual and reasonable  out-of-pocket expenses incurred
                  on account of the Licensee's counsel and experts within ninety
                  (90) days of the receipt of invoice thereof. Any recoveries or
                  settlements  resulting  from any such  enforcement  action  or
                  other proceeding  pursuant to this Section 7.1(c) shall be (1)
                  subject to the approval of all  Parties,  and (2) shall be (i)
                  first   applied  to  all   Parties'   actual  and   reasonable
                  out-of-pocket   expenses   incurred   as  a  result   of  such
                  enforcement  action or other proceeding,  (ii) next applied to
                  the actual  damages  incurred  by each  respective  Party on a
                  prorated  basis,  if any, and (iii) lastly,  in the event that
                  UAH  elects  to  take  the  enforcement  action,  UAH  will be
                  entitled to the remaining proceeds; however, in the event that
                  UAH declines to take the enforcement  action but  Bio-Products
                  elects  to do so,  all  remaining  recoveries  shall be shared
                  equally between Bio-Products and License.

            (d)   In the event UAH  and/or  Bio  Products  elect not to bring or
                  maintain an action to prevent or stop an actual or  threatened
                  infringement of the U.S. Patent after  reasonable  notice from
                  LICENSEE  of  such  infringement  or  possible  infringements,
                  LICENSEE  shall  have the right  (but not the  obligation)  to
                  bring and maintain any appropriate  suit, action or proceeding
                  involving any apparent or threatened  infringement of the U.S.
                  Patent.  LICENSEE  shall be to  entitled to deduct any and all
                  out-of-pocket  costs it  incurred  for such  proceedings  from
                  future Royalty payments or other payments otherwise due to UAH
                  and/or Bio Products under this  Agreement.  However,  LICENSEE
                  may not deduct  more than fifty  percent  (50%) from the total
                  amount of any  given  future  payment  of  Royalties  or other
                  payments  otherwise due to UAH and/or Bio Products  under this
                  Agreement. If such Royalties or other payments in any year are
                  insufficient  to  reimburse  LICENSEE  for  such  costs,  then
                  LICENSEE's  right to  reimbursement  for such  costs  shall be
                  carried  forward each year until  LICENSEE has  recovered  the
                  amounts  expended or incurred with respect to such enforcement
                  action and have recovered their out-of-pocket costs in respect
                  of such  proceedings.  UAH  and/or  Bio  Products  shall  give
                  LICENSEE  all  authority  (including  the  right to  exclusive
                  control  of the  prosecution  of the  case),  information  and
                  assistance  necessary to prosecute the case. If LICENSEE finds
                  it is  necessary to join UAH and/or Bio Products in such suit,
                  action or  proceeding.  UAH and/or Bio Products  shall execute
                  all papers and  perform  such other acts as may be  reasonably
                  required.  Should  LICENSEE  lack  standing  to bring any such
                  suit, action or proceeding then UAH and/or Bio Products shall,
                  at the request of LICENSEE, do so upon LICENSEE's  undertaking
                  to indemnify and hold harmless UAH and/or Bio Products (to the
                  extent  permitted by law) from all  consequent  liability  and
                  promptly  to  reimburse  UAH  quarterly  for  all   reasonable
                  expenses  (including  reasonable  attorney's  fees)  resulting
                  there from.  LICENSEE  shall be entitled to select the counsel
                  that  is  to  handle  any  action  brought  pursuant  to  this
                  Paragraph.  Any recoveries or  settlements  resulting from any
                  such enforcement  action or other proceeding  pursuant to this
                  Section  7.1(d)  shall be (1)  subject to the  approval of all
                  Parties,  and (2) shall be (i) first  applied to all  Parties'
                  outstanding  actual  and  reasonable   out-of-pocket  expenses
                  incurred  as a  result  of such  enforcement  action  or other
                  proceeding,  (ii) next applied to the actual damages  incurred
                  by  Licensee,   if  any,  and  (iii)  lastly,   all  remaining
                  recoveries  shall be shared equally between  Bio-Products  and
                  Licensee.


                                       14
<PAGE>

            (e)   In the event Bio  Products  elects not to bring or maintain an
                  action to prevent or stop an actual or threatened infringement
                  of  the   Technology   that  was  not  assigned  to  UAH  (the
                  "Non-Patent Technology") after reasonable notice from LICENSEE
                  of such infringement or possible infringements, LICENSEE shall
                  have the right (but not the  obligation) to bring and maintain
                  any  appropriate  suit,  action or  proceeding  involving  any
                  apparent  or  threatened   infringement   of  the   Non-Patent
                  Technology.  LICENSEE  shall be to  entitled to deduct any and
                  all out-of-pocket  costs it incurred for such proceedings from
                  future Royalty payments or other payments otherwise due to Bio
                  Products  under  this  Agreement.  However,  LICENSEE  may not
                  deduct more than fifty  percent (50%) from the total amount of
                  any  given  future  payment  of  Royalties  or other  payments
                  otherwise due to Bio Products  under this  Agreement.  If such
                  Royalties or other  payments in any year are  insufficient  to
                  reimburse  LICENSEE for such costs,  then LICENSEE's  right to
                  reimbursement  for such costs  shall be carried  forward  each
                  year until  LICENSEE  has  recovered  the amounts  expended or
                  incurred  with  respect  to such  enforcement  action and have
                  recovered  their   out-of-pocket  costs  in  respect  of  such
                  proceedings.  Bio Products  shall give  LICENSEE all authority
                  (including the right to exclusive  control of the  prosecution
                  of  the  case),   information  and  assistance   necessary  to
                  prosecute the case. If LICENSEE  finds it is necessary to join
                  Bio Products in such suit, action or proceeding.  Bio Products
                  shall execute all papers and perform such other acts as may be
                  reasonably  required.  Should  LICENSEE lack standing to bring
                  any such suit,  action or proceeding  then Bio Products shall,
                  at the request of LICENSEE, do so upon LICENSEE's  undertaking
                  to  indemnify  and hold  harmless  Bio Products (to the extent
                  permitted by law) from all  consequent  liability and promptly
                  to  reimburse  Bio  Products   quarterly  for  all  reasonable
                  expenses  (including  reasonable  attorney's  fees)  resulting
                  there from.  LICENSEE  shall be entitled to select the counsel
                  that  is  to  handle  any  action  brought  pursuant  to  this
                  Paragraph.  Any recoveries or  settlements  resulting from any
                  such enforcement  action or other proceeding  pursuant to this
                  Section  7.1(e)  shall be (1)  subject to the  approval of all
                  Parties,  and (2) shall be (i) first  applied to all  Parties'
                  outstanding  actual  and  reasonable   out-of-pocket  expenses
                  incurred  as a  result  of such  enforcement  action  or other
                  proceeding,  (ii) next applied to the actual damages  incurred
                  by  Licensee,   if  any,  and  (iii)  lastly,   all  remaining
                  recoveries  shall be shared equally between  Bio-Products  and
                  Licensee.

      7.2 The Licensee  shall at its own expense defend all  infringement  suits
relating to any variations, modifications and alterations of the Technology that
were made by the  Licensee  without the written  acknowledgement  and consent of
Bio-Products to make any such variations,  modifications, and alterations of the
Technology. The Licensee shall not be entitled to any deduction from amounts due
Bio-Products on account of such expenses.


                                       15
<PAGE>

      7.3 In  connection  with the  defense by  Bio-Products  of any Third Party
claims not addressed in Paragraphs  7.1 or 7.2, the Licensee  shall  participate
and cooperate,  as Bio-Products shall, from time to time, reasonably request. If
the  Licensee is called  upon to take action in a way which shall  require it to
make  available  its own  personnel or to retain  counsel  and/or  experts,  the
Licensee  shall be  entitled to a  deduction  from any amounts due  Bio-Products
under this Agreement.  If there are no such amounts due Bio-Products  under this
Agreement,  then  Bio-Products  agrees to pay Licensee all  personnel,  counsel,
expert and courts costs thirty days after  notification  of such expenses by the
Licensee in connection with Bio-Products' defense of such suits.

                   ARTICLE VIII - FABRICATION AND CONSTRUCTION

      8.1  The  Licensee   shall  use  its  best  efforts  to  assure  that  all
construction  and fabrication  meets or exceeds all required safety standards of
the United States and the jurisdiction wherein the Technology shall be utilized.

      8.2  Bio-Products  will use its best  efforts to assure that all  designs,
processes,  formulas,  recipes, and plans to be provided to the Licensee meet or
exceed all applicable and material safety standards of the United States and any
jurisdiction wherein the Technology shall be utilized.

      8.3 The  Licensee  shall use its best  efforts to  obtain,  or cause to be
obtained,  all  material  local,  state and federal  permits  necessary  for the
construction and operation of any facility that will utilize the Technology.

                          ARTICLE IX - CONFIDENTIALITY

      9.1 The Parties  hereto each possess  confidential  information  of both a
technical and a non-technical  nature. It is understood that it has been and may
be necessary for one to disclose  same to the other,  and the Parties agree such
disclosures have been and will be made under and subject to the following terms:

      (a)   Each Party agrees to receive and maintain in strict  confidence  the
            confidential  information  disclosed  to it by the  other  Party and
            which is designated in writing as "CONFIDENTIAL" by the Party making
            the disclosure.  Such confidential  information,  either tangible or
            intangible,  shall not be used in any way other than for performance
            of express provisions of this Agreement,  and shall not be disclosed
            to others without  written  consent of the  designating,  disclosing
            Party.

      (b)   The obligations of confidentiality herein shall not apply to prevent
            any Party hereto from using or otherwise disclosing any information,
            tangible or intangible, which:

            (i)   it had  rightfully  in its  possession  before the  disclosure
                  thereof by the disclosing Party;

            (ii)  is now in, or later comes into,  the public domain  through no
                  fault of the receiving Party; or

            (iii) is  disclosed to the  receiving  Party by a Third Party having
                  the right to make such a disclosure.

      (c)   The  obligations of  confidentiality  herein shall extend beyond any
            termination,  cancellation or expiration of this Agreement and shall
            include all such written information exchanged between the Parties.

      (d)   The information  designated as "CONFIDENTIAL"  shall be disclosed by
            each  Party only to those  employees  having a need to know same for
            purposes of performing the express provisions of this Agreement, and
            who shall in  writing  agree to be bound by the  provisions  of this
            Paragraph 9.1.


                                       16
<PAGE>

      (e)   The  Parties  to this  Agreement  shall take all  necessary  care to
            maintain  all  "CONFIDENTIAL"   information  in  strict  confidence.
            Disclosure  to any Third  Party  shall be made only after said Third
            Party  has   executed  a   "Confidentiality,   Non-Disclosure,   and
            Non-Competition"  agreement  which is attached  hereto as Exhibit G,
            copies of which  shall be  maintained  by the  disclosing  Party and
            shall be subject to inspection by any of the Parties hereto.

      (f)   In the event that any Party  hereto  becomes  legally  compelled  or
            otherwise legally obligated to disclose any confidential information
            disclosed to it by another Party,  the compelled  Party will provide
            the other  Party  prompt  notice so that the other  Party may seek a
            protective order or other appropriate remedy. Should the other Party
            be unable on its own  behalf to obtain  such  order or  remedy,  the
            compelled  Party will use its best  efforts  to obtain a  protective
            order  or  other  appropriate  remedy  and if  unable  to do so will
            consult  (or  will  cause  such  person  to whom  such  confidential
            information  was  furnished  to consult)  with the other Party as to
            what  information  should  and  should  not be  disclosed  and  will
            disclose only that portion of the confidential  information which is
            legally  required to be  disclosed  and will use its best efforts to
            obtain assurances that treatment consistent with this paragraph will
            be  accorded  to that  portion of the  confidential  information  so
            disclosed. Except for expenses incurred as a result of any breach of
            this   Agreement   relating  to  the   disclosure  of   confidential
            information,  the other Party will reimburse the compelled Party for
            its expenses  incurred in complying with the terms of this Paragraph
            9.1 (f).

      (g)   The  Parties  hereto  agree to  collect,  obtain and deliver to each
            other at the expiration or earlier  termination  of this  Agreement,
            all documents,  models,  drawings,  plans, designs,  specifications,
            calculations,  memoranda and other materials or records  prepared in
            the course of their  performance  and duties  hereunder,  except one
            record set,  which may be retained by each Party in accordance  with
            the provisions of this Paragraph 9.1.

               ARTICLE X - AGREEMENT BETWEEN BIO-PRODUCTS AND UAH

      10.1  Bio-Products  shall comply with all of the terms and  conditions of,
and perform all of its obligations  under, the UAH License.  Bio-Products  shall
not  agree to any  amendment  or  modification  of the UAH  License  that  would
materially affect the terms and conditions of this Agreement without the written
consent of Licensee.

      10.2 If at any time  Bio-Products  defaults  in its  duties in  connection
with, or by its conduct attempts to or actually terminates the UAH License which
default and/or termination  affects or terminates the ability of Bio-Products to
grant  the  license  contained  in this  Agreement,  then the  Licensee  will be
automatically  entitled to and may at its sole discretion enter into contractual
agreements  with and pay  directly  to UAH the  amounts  necessary  to obtain or
maintain the UAH License. If Licensee does not enter into contractual agreements
with UAH, but rather cures any financial default of Bio-Products only, then such
sums paid to UAH on behalf of Bio-Products  shall be deducted from any royalties
owed to  Bio-Products  under this  Agreement.  If no such  royalties are owed to
Bio-Products  under this Agreement then such sums will be treated as an interest
free loan to Bio-Products.

      10.3 Any provision of this Agreement to the contrary notwithstanding, this
Agreement  shall be construed and  interpreted  so that the terms and conditions
hereof  shall  not be  inconsistent  with the terms  and  conditions  of the UAH
License, attached hereto as Exhibit A.


                                       17
<PAGE>

                        ARTICLE XI - PUBLICITY OF LICENSE

      11.1 Upon the request of the Licensee,  Bio-Products  shall  cooperate and
provide assistance in the development of public statements,  advertising,  sales
literature or promotional materials to describe or promote the Technology.

                        ARTICLE XII - VISITS TO PREMISES

      12.1 The Licensee shall, from time to time,  permit  Bio-Products to bring
visitors  to  tour  any  facility  utilizing  the  Technology,   provided,  that
Bio-Products  shall  notify  the  Licensee  at least  seventy-two  (72) hours in
advance of any proposed  visit,  that such visits shall be limited to reasonable
times and  intervals,  and contingent  upon each visitor  signing an appropriate
Confidentiality, Non-Disclosure and Non-Competition Agreement, and such visitors
shall also be subject to all relevant safety and other regulations that apply to
any other  visitors to the facility.  No persons other than those  designated by
Bio-Products shall have the right to visit any facility utilizing the Technology
without the Licensee's express written consent.

                  ARTICLE XIII - EVENTS OF DEFAULT AND REMEDIES

      13.1 The Licensee shall be in breach of this Agreement in the event of:

      (a)   The  Licensee's  failure to make any payment  hereunder on or before
            the date on which  such  payment  becomes  due and  payable  and the
            continuation  of such failure  unremedied for thirty (30) days after
            written   notice   thereof  has  been  given  to  the   Licensee  by
            Bio-Products;

      (b)   The Licensee's failure to observe or perform any covenant, condition
            or agreement  contained in this  Agreement and the  continuation  of
            such failure  unremedied  for thirty (30) days after written  notice
            thereof has been given to the Licensee by Bio-Products,  unless such
            breach can not be remedied  within such thirty (30) days for reasons
            beyond the Licensee's control, in which case the Licensee shall have
            a reasonable time within which to remedy such breach; or

      (c)   Any  warranty  or  representation  made herein by the  Licensee  and
            contained  in  this  Agreement,  shall  prove  to have  been  false,
            misleading or incorrect in any material respect as of the date made,
            or shall have failed to state a fact  necessary in order to make the
            statements made not misleading.

      No  termination  of this  Agreement  shall  relieve  the  Licensee  of the
obligation  to pay to  Bio-Products  all  royalties,  fees,  and other  payments
accrued at the time of the termination.

      13.2 Bio-Products shall be in default of this Agreement in the event of:

      (a)   Bio-Products' failure to observe or perform any covenant,  condition
            or agreement  contained in this  Agreement or in the UAH License and
            the  continuation  of such failure  unremedied  for thirty (30) days
            after written notice  thereof shall have been given to  Bio-Products
            by the Licensee;

      (b)   Any  warranty  or  representation  made  herein  by or on  behalf of
            Bio-Products,  contained  in this  Agreement  or in the UAH License,
            shall  prove to have been  false,  misleading  or  incorrect  in any
            material  respect as of the date made, or shall have failed to state
            a  fact  necessary  in  order  to  make  the  statements   made  not
            misleading; or


                                       18
<PAGE>

      (c)   If at any time  Bio-Products  defaults  in its duties in  connection
            with, or by its conduct  attempts to or actually  terminates the UAH
            License which default and/or  termination  affects or terminates the
            ability  of  Bio-Products  to grant the  license  contained  in this
            Agreement,  or affects or terminates  Licensee's ability to continue
            operation of existing plants or build new plants.

      13.3 The Licensee shall have the following  remedies for breach or default
of this Agreement or the UAH License by Bio-Products:

      (a)   Upon Bio-Products'  breach or termination of the UAH License or this
            Agreement,  such that the breach or  termination  has  affected  the
            ability of  Licensee to continue  operation  of existing  plants and
            preclusion  of building  new plants,  the Licensee may at its option
            terminate this Agreement and contract  directly with UAH as provided
            in this Agreement.,  The Licensee and any sub-licensee shall utilize
            the  Technology,  free of any  royalties,  fees,  and other  amounts
            accrued through the date of such default or breach and thereafter.

      (b)   In addition to any other right or remedy  available  to the Licensee
            under this Agreement or in law or equity, upon Bio-Products'  breach
            or default of this Agreement or the UAH License,  the Licensee shall
            be entitled to withhold and/or offset any and all royalties or other
            fees due to Bio-Products under this Agreement.

      (c)   Notwithstanding  anything  to the  contrary in this  Agreement,  the
            Licensee  may  terminate  this  Agreement  at any time  upon six (6)
            months  prior  written  notice to  Bio-Products,  at which  time the
            Licensee   will  cease   utilizing  the   Technology,   and  pay  to
            Bio-Products  any royalties,  fees and other amounts accrued through
            the date of such  termination.  Immediately upon termination of this
            Agreement  all  rights,  privileges  and  licenses  granted  to  the
            Licensee  hereunder  shall  revert to  Bio-Products,  including  all
            sub-licenses of facilities granted by the Licensee.

      13.4 Upon the Licensees' breach of this Agreement and it's failure to cure
said  breach as provided  above in 13.1,  Bio-Products  may, at its option,  (i)
terminate  this  Agreement,  at which time  Licensee  shall cease  utilizing the
Technology and such termination shall relieve Licensee of its obligations to pay
Bio-Products  any further  royalties or fees other than those fees and royalties
already accrued through the date of termination and all sub-licenses  granted by
Licensee shall be assigned to  Bio-Products;  or (ii)  Bio-Products may seeks to
recover such damages to which it may be entitled by  applicable  law,  including
but not limited to, equitable and injunctive relief.

      13.5  (a)   Any claim or  controversy  arising  out of or relating to this
                  Agreement, or the breach thereof, including without limitation
                  the right of any Party  hereto to  terminate  this  Agreement,
                  shall be settled by binding  arbitration  administered  by the
                  American  Arbitration  Association in accordance with its then
                  current  Commercial  Arbitration  Rules, and judgment upon the
                  award  rendered by the  arbitrator may be entered in any court
                  having jurisdiction  thereof.  The arbitration shall be before
                  one neutral  arbitrator to be selected in accordance  with the
                  then  current  Commercial  Arbitration  Rules of the  American
                  Arbitration Association.  The parties shall have all rights to
                  pre-arbitration  discovery  pursuant  to the  Federal  Code of
                  Civil Procedure.

            (b)   Neither of the Parties nor the  arbitrator  may  disclose  the
                  existence,  content or results  of any  arbitration  hereunder
                  without the prior  written  consent of the  Parties  except to
                  counsel, accountants, and other need to know professionals.

            (c)   All fees and expenses of the arbitration  shall be born by the
                  Parties equally. However, each Party shall bear the expense of
                  its own  counsel,  experts,  witnesses,  and  preparation  and
                  presentation of proofs.


                                       19
<PAGE>

            (d)   In the event that a claim or controversy over the right of any
                  Party to  terminate  this  Agreement  shall be  submitted  for
                  arbitration,  this Agreement  shall continue in full force and
                  effect,  and the termination shall be of no effect,  until the
                  arbitrator renders a final decision.

      13.6 In the  event of the  commencement  of a  voluntary  case  under  the
Bankruptcy  Code by the Licensee,  or Licensee's  acquiescence in an involuntary
petition under the Bankruptcy Code which  voluntary or involuntary  case remains
undismissed  for a period of ninety  (90)  days or more,  the right and  license
conferred under this Agreement shall  automatically  become and shall thereafter
be null and void. The commencement of a voluntary case under the Bankruptcy Code
by Bio-Products,  or Bio-Products' acquiescence in an involuntary petition under
the Bankruptcy Code, which voluntary or involuntary case remains undismissed for
a period of ninety (90) days or more,  shall be treated as a material  breach of
the Agreement.

                        ARTICLE XIV - GENERAL PROVISIONS

      14.1 The titles of the various articles and sections of this Agreement are
solely for  convenience  of  reference  and are not part of this  Agreement  for
purposes of interpreting the provisions hereof.

      14.2 The Licensee may assign all of its rights and obligations  under, and
all of its interest in, this Agreement, including without limitation the license
granted  hereby,  either (i) in a transaction  accompanied  by the sale or other
transfer of the Licensee's  entire business,  its stock, or substantially all of
its  assets,  or (ii) to any  other  entity  owned by the same  shareholders  of
Licensee and this Agreement  shall be binding upon, and inure to the benefit of,
any such  successor  or  assign  of the  Licensee,  provided  that  Bio-Products
consents in writing,  such  assignment  shall not be  unreasonably  conditioned,
withheld, or delayed..

      14.3 Nothing in this Agreement  shall be deemed or construed to constitute
or to create a partnership,  joint venture or agency between the Parties. Except
as may be otherwise  provided herein,  neither Party shall have any authority to
bind the other Party in any respect.

      14.4 If any provision of this Agreement is or becomes  unenforceable under
any law of mandatory  application,  it is the intent of the Parties  hereto that
such  provision  will be deemed  severed and  omitted  herefrom,  the  remaining
portions hereof to remain in full force and effect as written.

      14.5 The waiver by any Party of any failure on the part of any other Party
to perform any of its obligations under this Agreement shall not be construed as
a waiver of any failure or continuing  failure or failures,  whether  similar or
dissimilar thereto.

      14.6 This Agreement, including the exhibits hereto, constitutes the entire
Agreement  between the Parties  with  respect to the subject  matter  hereof and
supersedes all prior and contemporaneous agreements between the Parties, whether
oral or written,  related to the subject  matter  hereof.  This Agreement may be
amended or modified  only by a written  instrument  executed  by the  authorized
representatives of the Parties hereto.

      14.7 This Agreement may be executed in one or more  counterparts,  each of
which  shall be  deemed to be a  duplicate  original,  but all of  which,  taken
together,  constitute a single document.  This Agreement may be executed by each
Party on  separate  copies,  which  copies,  when  combined so as to include the
signatures  of all  Parties,  shall  constitute  a  single  counterpart  of this
Agreement.


                                       20
<PAGE>

      14.8 This Agreement  shall be governed by and construed in accordance with
the laws of the State of Alabama.

      14.9 Each  Party to this  Agreement  shall  execute  all  instruments  and
documents and take all actions as may be reasonably  required to effectuate this
Agreement.

      14.10 For  purposes of venue and  jurisdiction,  this  Agreement  shall be
deemed made and to be performed in the City of Huntsville, Alabama.

      14.11 This Agreement and all exhibits contain the entire agreement between
the  Parties  to this  Agreement  with  respect  to the  subject  matter of this
Agreement,  is intended as a final  expression of such Parties'  agreement  with
respect  to such terms as are  included  in this  Agreement,  is  intended  as a
complete and exclusive statement of the terms of such agreement,  and supersedes
all negotiations, stipulations,  understandings, agreements, representations and
warranties,  if any,  with  respect to such  subject  matter,  which  precede or
accompany the execution of this Agreement.

      14.12 Whenever the context so requires in this  Agreement,  all words used
in the  singular  shall be  construed  to have been used in the plural (and vice
versa), each gender shall be construed to include any other genders.

      14.13  Subject to any  restriction  on  transferability  contained in this
Agreement,  this Agreement  shall be binding upon and shall inure to the benefit
of the  successors-in-interest  and  permitted  assigns  of each  Party  to this
Agreement.  Nothing in this Paragraph shall create any rights enforceable by any
Third Party that is not a Party to this Agreement,  except for the rights of the
successors-in-interest  and permitted  assigns of each Party to this  Agreement,
unless such rights are expressly granted in this Agreement to other specifically
identified Third Parties.

      14.14 Except as  otherwise  provided in this  Agreement,  in the event any
litigation,  arbitration,  mediation,  or  other  proceeding  ("Proceeding")  is
initiated  by any  Party  against  any  other  Party to  enforce,  interpret  or
otherwise  obtain  judicial or  quasi-judicial  relief in  connection  with this
Agreement,  the prevailing Party in such Proceeding shall be entitled to recover
from the unsuccessful Party all costs,  expenses, and reasonable attorneys' fees
relating  to or  arising  out of  (a)  such  Proceeding  (whether  or  not  such
Proceeding  proceeds  to  judgment),  and (b) any  post-judgment  or  post-award
proceeding  including  without  limitation  one to enforce any judgment or award
resulting from any such  Proceeding.  Any such judgment or award shall contain a
specific  provision for the recovery of all such  subsequently  incurred  costs,
expenses, and actual attorneys' fees.

      14.15 Any notice or other  communication  pursuant to this Agreement shall
be sufficiently  made or given five days after the date sent,  postage pre-paid,
by certified mail, return receipt requested, if sent to the following addresses,
or to such  other  address as the Party may from time to time  designate  to the
other Parties in writing: In the case of Bio-Products:

      Dr. Michael H. Eley, President & CEO
      BIO-PRODUCTS INTERNATIONAL, INC
      3317 Clifford Road, NW
      Huntsville, Alabama 35810 USA
      256-852-3139 (phone)
      256-824-6305 (fax)
      eleym@email.uah.edu (email)

In the case of World Waste Technologies, Inc.:


                                       21
<PAGE>

      Thomas L. Collins, CEO
      WORLD WASTE TECHNOLOGIES, INC.
      13520 Evening Creek Dr., North
      Suite 130
      San Diego, CA 92128
      858-391-3400 (phone)
      858-486-3352 (fax)
      tcollins@worldwasteintl.com (email)

Each Party  shall make a  reasonable,  good faith  effort to ensure that it will
accept  or  receive  notices  to it that  are  given  in  accordance  with  this
paragraph.  A Party may change its address for  purposes  of this  paragraph  by
giving the other Parties written notice of a new address in the manner set forth
above.

      14.16 In the event either Party hereto shall be rendered  wholly or partly
unable to  perform  its  obligations  under this  Agreement  by reason of causes
beyond  its  control,  including  but not  limited  to acts of  Nature,  acts of
terrorism,  acts, omissions,  or regulation of any government or agency thereof,
judicial action, labor disputes, or transportation  failure, except as specified
herein,  the  performance  of the  obligations  of such  Party  insofar as it is
affected  by  such  condition  shall  be  suspended  for  the  duration  of such
condition,  provided the Party affected  advises the other Party of the basis of
its  inability  within ten (10) days of the  beginning of such known  inability.
After the cessation of the condition causing such inability, the Party suffering
such  inability  shall  have a  period  of  thirty  (30)  days  to  restore  its
operation(s) and restore its obligations to the other Party.

      14.17 No  representations  have been made to any Party regarding taxes, it
being  understood  by each of the  Parties  that each such  Party  accepts  full
responsibility  for  calculation  of and  payment of his or its  taxes,  levies,
duties or other charges  incurred or imposed as a consequence  of this Agreement
and the transactions described herein.

      14.18 This Agreement  shall become  effective when it has been executed by
all of the Parties to this Agreement.


                                       22
<PAGE>

      IN  WITNESS  WHEREOF,  the  Parties  have  caused  their  duly  authorized
representatives  to duly execute and deliver this Agreement  effective as of the
date written above.

BIO-PRODUCTS INTERNATIONAL, INC.


By: /s/ Michael H. Eley
    ----------------------------------------
    Dr. Michael H. Eley, President & CEO


WORLD WASTE TECHNOLOGIES, INC.


By: /s/ Thomas L. Collins
    ----------------------------------------
    Thomas L. Collins, CEO


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