Exhibit 10.31



                                LICENSE AGREEMENT


     THIS LICENSE  AGREEMENT (the  "Agreement") is entered into this 15th day of
December,  1997 by and between Life International  Products,  Inc., a California
corporation (the  "Licensor"),  and Seven Star  International  Holding,  Inc., a
British  Virgin  Islands  corporation  (the  "Licensee"),  with  respect  to the
following:

     WHEREAS,  Licensor is the owner and developer of the Process,  as that term
is  defined  below,  and is the owner,  by  assignment,  of  patents  and patent
applications in the United States, Canada and various other countries throughout
the world claiming the Process for its manufacture; and

     WHEREAS,  Licensee  desires to obtain a license  from  Licensor  to use the
Process to process,  produce,  promote and sell products in Licensee's fields of
interest as described in this Agreement, and to use the Equipment or Unit(s), as
defined  below,  provided by the  Licensor to enable  Licensee to so utilize the
Process and Licensor is willing to grant such license and provide such Unit(s).

     NOW,  THEREFORE,  in  consideration  of the terms and conditions and mutual
promises and covenants contained herein, the parties hereto agree as follows:

     1.  Definitions.  Terms  defined in this  Section 1 and  elsewhere  in this
Agreement,  parenthetically  and/or in  quotations,  shall have the same meaning
throughout the Agreement. Defined terms may be used in the singular or plural.

          1.1. "Process" shall mean the process for enriching water with oxygen,
     developed and owned by Licensor wherein the liquid is saturated with a high
     concentration  of dissolved oxygen as more fully described in Exhibit A and
     in the Intellectual Property.

          1.2.   "Intellectual   Property"   shall  mean  the  patents,   patent
     applications,   trademarks,  service  marks,  copyrights,   technology  and
     know-how  owned by Licensor  and  relating  to the  Process  and  includes,
     without limitation, the patents and patent applications listed on Exhibit B
     and any reissue,  extension or addition to any such patents  and/or  patent
     applications.

          1.3.  "Intellectual  Property  Rights" shall mean  Licensor's sole and
     exclusive  right to make use of the  Intellectual  Property,  including the
     right to license to any party the  Intellectual  Property,  or any  portion
     thereof.

          1.4.  "Equipment"  shall mean the P2 model  manufactured  by  Licensor
     which makes use of the Process in order to produce  oxygenated  water. Each
     individual unit of such equipment shall be referred to as a "Unit".

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          1.5.  "Products" shall mean Licensee's products in the field of drinks
     and beverages, encompassing only the following products:

               A. Life O2 Water  bottled and packaged  with the Life O2 label as
          approved by Licensor pursuant to Section 7.5 of this Agreement.

               B. All other Life O2 drinks and  beverages  bottled or  otherwise
          packaged by Licensor,  its  affiliates  and  licensees  utilizing  the
          Process, such beverages to be pre-approved by Licensor.

          1.6.  "Territory" shall mean the Peoples' Republic of China (including
     Hong Kong), Taiwan, Indonesia and Singapore.

          1.7.   "Purpose  of  this   Agreement"   shall  mean  the  processing,
     production, promotion and sale of the Products in the Territory.

          1.8.  "Confidential  Information"  shall  mean  all  confidential  and
     proprietary  information disclosed by Licensor to Licensee,  including this
     Agreement,  and all information  related to the Process,  the  Intellectual
     Property, the Equipment,  Licensor technology,  know-how, current products,
     future  products,  potential  products,  drawings,  intellectual  property,
     services marketing and other business information, whether disclosed orally
     or in writing,  and shall,  without  limiting the  foregoing,  specifically
     include all information marked as "Confidential" or "Proprietary".

     2. Confidential Information.

          2.1.  Licensee  agrees,  at all times, to promptly furnish to Licensor
     any and all  information it develops,  maintains or otherwise has knowledge
     of with  respect to the Process  and  Products  and grants to Licensor  the
     irrevocable right to use such information.

          2.2. Without limiting the generality of the foregoing  paragraph,  if,
     at any time,  Licensee files information with any governmental  agency (for
     example,  the Food and Drug  Administration  (the "FDA")),  Licensee  shall
     furnish Licensor all such information developed by Licensee relating to the
     Process and its inclusion in the Products, prior to such filings.

          2.3.  Licensee agrees to hold all  Confidential  Information in strict
     confidence.  Licensee  may  disclose the  Confidential  Information  to its
     responsible   employees,   consultants,   sub-licensees,   contractors  and
     affiliates  who require such  information in order to carry out the Purpose
     of this Agreement.  Licensee agrees to instruct all such parties  regarding
     the  foregoing  obligations.   Licensee  agrees  that  it  shall  take  all
     reasonable  measures to protect the confidentiality of and avoid disclosure
     or use of Confidential Information in order to prevent it from falling into
     the public  domain or the  possession  of persons  other than those persons
     authorized  hereunder to have any such  information,  which  measures shall
     include the highest  degree of care that  Licensee  utilizes to protect its
     own  confidential  information  of a  similar  nature.  The  obligation  of
     confidentiality imposed by this Section 2.3 shall be in effect for the term
     hereof,  as extended,  plus fifteen (15) years.  The foregoing  obligations
     shall  not  apply  to  any  Confidential  Information  which  Licensee  can
     demonstrate  by written  records:  (i) relates to  disclosures  by Licensee
     required by governmental agencies, such as the FDA; or (ii) is disclosed in
     any of the  Patents;  or (iii) is or  becomes  publicly  known  through  no
     wrongful act of Licensee; or (iv) is disclosed to Licensee by a third party
     not under an obligation of confidentiality to Licensor; or (v) was known by
     Licensee prior to the disclosure thereof by Licensor. Licensee's obligation
     to keep Confidential  Information confidential shall not terminate upon the
     termination of this Agreement.

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          2.4. Licensee agrees that for a period of five (5) years following the
     termination  of this  Agreement,  Licensee shall not use the Process or the
     Units in any manner to  manufacture,  sell,  or  distribute  any  products,
     including beverages,  fortified with oxygen,  whether or not in competition
     with Licensor.  Furthermore, during the term hereof, Licensee shall only be
     permitted to manufacture, sell, or distribute such products under the terms
     of and subject to this Agreement.

     3. Grant of License.

          3.1.  Licensor  hereby  grants to  Licensee  the  exclusive  right and
     license (the  "License") to use the Process and the  Intellectual  Property
     for the Purpose of this Agreement, to make or have made, use and sell, with
     the right of purchasers to resell, throughout the Territory, Products for a
     period of five (5) years (the  "Initial  Term")  effective the date hereof;
     provided,  however,  that for purposes of calculating the commencement date
     of the first year of the Initial  Term (the "First  Year"),  the First Year
     shall  commence on the earlier of the first day that Licensee  produces the
     Product for sale or resale or thirty (30) days after the Units are received
     by  Licensee at its plant  site.  It being  agreed also that the First Year
     shall be thirteen (13) months in duration.  Nothing  contained herein shall
     be deemed to grant to  Licensee  the  right or  license  to make use of the
     Process for any other purpose within or outside of the Territory nor permit
     others to do so.

               3.1.1.  The  License  shall  include  the  right of  Licensee  to
          sublicense  to any  subsidiary  of Licensee or any other third  party,
          subject  to  the  prior  approval  of  Licensor  which  shall  not  be
          unreasonably  delayed  or  withheld,  provided  that such  sublicensee
          agrees to be bound by all of the  obligations  of Licensee  and all of
          the provisions of this Agreement as if such  sublicensee  was the same
          as Licensee.

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         3.2.     Extension of Term.

               3.2.1.  At Licensee's  election,  Licensee may extend the term of
          this  Agreement for an  additional  term of five (5) years (the "First
          Renewal  Term") by giving notice to the Licensor not later than ninety
          (90) days prior to the  expiration of the Initial Term,  provided that
          this Agreement has not been previously terminated and further provided
          that Licensee,  on the  commencement of the First Renewal Term, is not
          in breach of any material terms of this Agreement.

               3.2.2.  Licensee  shall have the right to extend further the term
          of  this  Agreement  for  successive  five  (5)  year  terms  (each  a
          "Succeeding Renewal Term"),  commencing on the expiration of the First
          Renewal  Term by giving  notice to the  Licensor not later than ninety
          (90) days prior to the expiration of the First Renewal Term,  provided
          that this  Agreement has not been  previously  terminated  and further
          provided  that  Licensee,  on the  commencement  of such  then-current
          Succeeding  Renewal  Term,  is not in breach of any material  terms of
          this Agreement.

          3.3 Additional License Grants.  Licensor hereby grants to Licensee the
     sole right of first option for the  exclusive  right and license to use the
     Process  in the  fields of  aquaculture,  bioremediation  and  waste  water
     treatment in the Territory for a period of two (2) years from and after the
     commencement of the First Year. For purposes of the preceding sentence, the
     phrase  "right of first  option"  shall  mean the  Licensee  shall  have an
     exclusive  option to license  the Process  from  Licensor in the fields and
     Territory  set  forth  above  subject  to  mutually  acceptable  terms  and
     conditions.

     4. Use of Units.

          4.1.  Within three (3) months of Licensee's  request,  Licensor  shall
     provide  to  Licensee  the number of Units  requested  by  Licensee  and an
     operations  manual  therefor  (the  "Original  Units")  to be used  for the
     manufacture  of the Products.  The Original  Units shall be shipped to such
     plant location as indicated by Licensee  ("Licensee's Plant"). The Original
     Units shall be installed at Licensee's  Plant(s) by Licensor's  technician.
     The Original  Units shall be shipped FOB Licensor's  closest  manufacturing
     facility to Licensee's  Plant(s),  with all costs for shipment of the Units
     to be borne by Licensee.  Licensee shall pay for or reimburse  Licensor for
     all actual expenses  associated with the  installation,  including  travel,
     hotel and  incidental  expenses,  as reasonably  incurred,  for  Licensor's
     technician.  Licensor shall provide the  installation  services and time of
     the technician at no cost to Licensee.

          4.2. The Units shall be the property of the  Licensor,  and shall bear
     serial numbers  recorded by the Licensor and acknowledged by Licensee prior
     to  shipment.  Licensee  shall pay to Licensor a one time rental fee of the
     actual cost of manufacture  for each Unit to be paid upon  installation  of
     each Unit at Licensee's  Plant(s).  These  payments shall be in addition to
     the Guaranteed  Minimum Royalty payments to be paid by Licensee to Licensor
     in  accordance  with Section 5.2 below.  For the First Renewal Term and for
     all succeeding renewal terms,  Licensor shall have the option of increasing
     such  rental fee by up to fifty  percent  (50%) over the rental fee for the
     preceding term for all additional Units installed.

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          4.3.  Licensor  represents  and warrants to Licensee that each Unit it
     shall deliver to Licensee will be fit for the purpose intended,  will be of
     good and sound quality and be free from  manufacturer's  or design defects.
     Licensor warrants and will be responsible for each Unit for a five (5) year
     period commencing with the date of installation. Licensor shall provide the
     services of a  technician  for the normal  maintenance  of the Units,  with
     Licensee  responsible  for paying or  reimbursing  Licensor  for all actual
     expenses  associated with such  maintenance,  including  travel,  hotel and
     incidental  expenses for Licensor's  technician.  In the event that repairs
     are required due to the negligence, mishandling, or improper day-to-day use
     and  maintenance  of the Units by  Licensee  or its  employees  or  agents,
     Licensee shall pay for all expenses associated with such repair,  including
     the compensation for the technician's services.  Licensee agrees to utilize
     the Units properly and in accordance  with the guidelines and  instructions
     contained in the operational  manuals provided by Licensor.  Licensor shall
     have the right,  without prior notice,  to inspect the Units whether or not
     they are in  operation,  at any  time  during  normal  business  hours,  or
     otherwise (provided that inspections outside of normal business hours shall
     require seven (7) days prior notice).

          4.4. In the event that the term of this  Agreement  extends beyond ten
     (10)  years  from  the date of this  Agreement,  upon  such  ten (10)  year
     anniversary, Licensor shall replace all Units installed at Licensee's Plant
     with the  then-current  models of Units.  The  replacement  Units  shall be
     installed  at  Licensee's  Plant by  Licensor's  technician.  All costs for
     shipment of the replacement Units will be borne by Licensee. Licensee shall
     pay for or reimburse  Licensor for all actual expenses  associated with the
     installation,   including  travel,   hotel  and  incidental   expenses  for
     Licensor's technician. Licensor shall provide the installation services and
     time of the technician at no cost to Licensee.

          4.5.  Licensee  shall  have  the  right  to  any  improvements  to the
     Equipment and to lease any new models of the Equipment or Units, if any, as
     and  when  such  improvements  are  made  and such  models  are  ready  for
     operation.  The price for adding  such  improvements  or  leasing  such new
     models ("New  Models")  shall be equal to Licensor's  actual fully burdened
     cost for such New Model(s). Licensor's actual fully burdened cost shall not
     include any costs  incurred by Licensor  with  respect to the  development,
     manufacture or other expenses  associated with the Equipment,  the Units or
     New Model(s) as used for purposes  other than the  production  of beverages
     (such as modifications for environmental  uses of the equipment).  Licensee
     shall  receive a credit  against the above  described New Model lease price
     equal  to the  amount  paid  for any  original  Units  replaced  by the New
     Model(s), reduced on an amortized basis of 20% per year commencing with the
     date of  installation  of such original  Units.  By way of example,  if the
     original Unit price was $25,000 and the Licensee  replaces same exactly one
     year after the  original  Unit's  installation,  then the price for the new
     Model(s) shall be reduced to $20,000  (i.e.,  20% of the original price has
     been  depreciated  off the  original  Unit).  The New  Models  shall be the
     property  of  Licensor,  and shall  bear  serial  numbers  recorded  by the
     Licensor  and  acknowledged  by Licensee  (along with at least one complete
     operations  manual  per New Model)  FOB from the  Licensor's  manufacturing
     facility closest to the Licensee's designated delivery site, with all costs
     of shipment to be borne by  Licensee.  The New Models shall be installed at
     Licensee's designated location by Licensor's technician. Licensee shall pay
     for or reimburse Licensor for reasonable travel, hotel and other incidental
     expenses if supported by receipts of Licensor's  technician associated with
     the  installation.  Licensor shall provide the installation and time of the
     technician at no cost to Licensee.

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     5. Royalties; Minimum Guarantee.

          5.1. In consideration of the grant of the License and all other rights
     hereunder,  and the use of the Units,  during  the Term of this  Agreement,
     Licensee  and/or  its  sublicensees  shall  pay to  Licensor  as  royalties
     ("Royalties")  an amount equal to five  percent (5%) of the Gross  Receipts
     (as defined  below)  collected  in the First Year and seven (7%) percent of
     the Gross Receipts  collected in each  subsequent  year of this  Agreement.
     "Gross  Receipts"  shall be defined to mean the total annual gross sales of
     the Products  sold in the  Territory by Licensee  exclusive of any customs,
     duties,  federal, state or local taxes, tariffs, third party charges or any
     other fees of any kind. All customs,  duties, federal, state or local taxes
     and/or  tariffs paid by Licensee on the Royalties  arising in the Territory
     shall be net  against  and  deducted  from  Royalties  paid to  Licensor by
     Licensee.  In the event that Licensee sells the Product to a related party,
     then such  portion of the Gross  Receipts  relating to related  party sales
     shall be calculated  based on the assumption that the invoice price charged
     by Licensee for the Products sold to a related party is equal to the lowest
     invoice  price  charged by Licensee for the  Products  sold to an unrelated
     third  party in the same  country  within the  Territory  to the extent the
     actual invoice price is lower.

          5.2. As a condition  of  maintaining  the License,  Licensee  shall be
     required to pay to Licensor guaranteed minimum royalty amounts ("Guaranteed
     Minimum Royalties") in accordance with this section. All Guaranteed Minimum
     Royalties  shall be applicable  against the  Royalties  payable to Licensor
     under this  Agreement.  Licensee  agrees to pay to Licensor all  Guaranteed
     Minimum Royalties in accordance with the payment schedule set forth below:

               5.2.1. Four Hundred Thousand Dollars ($400,000) as the Guaranteed
          Minimum  Royalty for the First Year  payable  upon  execution  of this
          Agreement.  It being agreed that a $40,000.00  good faith  deposit has
          previously  been paid to  Licensor  by  Licensee,  receipt of which is
          hereby  acknowledged,   and  shall  be  credited  to  the  First  Year
          Guaranteed Minimum Royalty.

               5.2.2. Five Hundred Thousand Dollars ($500,000) as the Guaranteed
          Minimum  Royalty for the second year payable on the first business day
          of the second year.

               5.2.3. Six Hundred Thousand Dollars  ($600,000) as the Guaranteed
          Minimum  Royalty for the third year payable on the first  business day
          of the third year.

               5.2.4.  Seven Hundred Twenty Thousand  Dollars  ($720,000) as the
          Guaranteed  Minimum  Royalty for the fourth year  payable on the first
          business day of the fourth year.

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               5.2.5.  Eight  Hundred  Sixty  Four  Thousand  ($864,000)  as the
          Guaranteed  Minimum  Royalty  for the fifth year  payable on the first
          business day of the fifth year.

          5.3. On or before the 10th day after the  beginning  of each  calendar
     year quarter during the term hereof,  and any extension  thereof,  Licensee
     shall  deliver to Licensor a written  statement,  certified  to be true and
     correct by the Chief Financial  Officer of Licensee,  setting forth (i) the
     Gross  Receipts  received for the Products  during the  preceding  calendar
     year,  (ii) the  calculation  of the Royalty  amounts due under Section 5.1
     above,  and  (iii)   subtracting  from  the  Royalties  due  any  unapplied
     Guaranteed  Minimum  Royalties  for  that  Royalty  year  actually  paid to
     Licensor and any unapplied  Unit Rental Fees actually paid to Licensor.  At
     such time as the  Royalties  due to Licensor  for any Royalty Year begin to
     exceed  the  Guaranteed  Minimum  Royalties  paid for such  year,  giving a
     positive balance due on such statement, Licensee shall remit with each such
     statement a check in full payment of the Royalty amount due to Licensor. If
     Licensee fails to pay any sum due hereunder  within ten (10) days after its
     due date,  the amount owing will  thereupon bear interest until paid at the
     rate of two percent (2%) above the prime rate per annum as  established  by
     First  Union  National  Bank of Florida,  with the amount of such  interest
     calculated  from such time as said amounts  were  initially  due  hereunder
     until they are actually  paid.  In no event shall the interest rate charged
     exceed the maximum rate allowable under the relevant provisions of the laws
     of Florida and  Licensee's  domicile.  In addition,  at the same time Gross
     Receipts are reported,  Licensee shall report the open unshipped orders and
     prior months' bookings as of the close of the preceding calendar quarter.

          5.4.  Licensee  shall  keep full and  accurate  books and  records  in
     sufficient  detail so that  Royalties  can be properly  calculated.  At all
     times  during  the  term  of this  Agreement  and for  twelve  (12)  months
     thereafter,  Licensor,  upon giving Licensee at least ten (10) days advance
     written  notice of its  intention to do so, shall have the right to inspect
     or audit all books and records of Licensee with respect to the Product.  If
     any such audit shall disclose that Licensee has understated  Gross Receipts
     or has underpaid Royalties for any reporting period, Licensee shall, within
     three (3) days of receipt of written demand  therefor,  pay to Licensor the
     amount,  if any, by which the Royalties  owing exceed  Royalties paid, with
     interest at two percent  (2%) over the prime rate,  as described in Section
     5.3 above.  In the event that Licensee has  understated  Gross  Receipts in
     excess  of five  percent  (5%) or  underpaid  Royalties  in  excess of five
     percent (5%) of the amount due,  Licensee  shall,  within three (3) days of
     written  demand  therefor,  pay to Licensor  all costs,  fees and  expenses
     incurred  by  Licensor  in  conducting   such  audit,   including   without
     limitation, reasonable travel expenses.

     6. Licensor's Right to Terminate in Event of Nonmarketing of Licensed Use.

          6.1.  Licensor shall have the right to terminate this Agreement in its
     entirety and the License  granted  herein in the event that (i) Licensee is
     not actively and substantially producing the Product within sixty (60) days
     of the installation of the Original Units, or (ii) Licensee fails to market
     such  Product  to the  trade or the  consumer  in  commercially  reasonable
     quantities  within sixty (60) days after the  installation  of the Original
     Units or during any thirty (30) day period thereafter.

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          6.2.  Termination of the license and this Agreement under this Section
     6 shall be  effective  immediately  upon  written  notice from  Licensor to
     Licensee of such termination.

     7. Licensor Rights; Quality Controls.

          7.1. The  Products  shall  conform to such  reasonable  standards  and
     specifications  as  Licensor  and  Licensee  shall agree from time to time.
     Representatives  of Licensor shall have the right, at all reasonable  times
     upon reasonable  notice, to inspect those aspects of Licensee's  operations
     relating to the  manufacture  of the  Products  and the use of the Process,
     both at the Licensee's Plant(s) and elsewhere, to carry out the purposes of
     inspection.  Any  sublicense  for the Product shall contain a provision for
     inspection by Licensor.

          7.2. Samples.

               7.2.1. Licensee shall submit for the Licensor's approval ten (10)
          initial  samples of each  Product,  packaged  and  labeled in the form
          approved by Licensor  under Section 7.5 hereof,  at least fifteen (15)
          days before actually marketed.

               7.2.2.  Quarterly,  at other  times  upon  reasonable  request by
          Licensor,  and at all times before any change is made in the packaging
          or content of any Product,  Licensee, at its own expense, shall submit
          to the  Licensor  and  without  obligation  on the part of Licensor to
          return same: 

               (I)  a reasonable number of samples (in no case less than ten) of
                    each batch of Products of Licensee's production, packaged as
                    it does or shall actually appear on the retail market; and
 
               (ii) a reasonable number of samples (in no case less than ten) of
                    each label, tag, wrapper, carton, container, bottle and item
                    of  promotional  and/or   advertising   material  which  the
                    Licensee shall use in connection  with each of the Products;
                    and

               (iii)copies of reports  (which  must be no less  frequently  than
                    quarterly or as reasonably requested by Licensor),  prepared
                    by professional food laboratories,  which shall show whether
                    or  not  the  Products   comply  with  the   standards   and
                    specifications  mutually  agreed upon and with  governmental
                    requirements, if any; and

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               (iv) tear sheets of all media  advertising (as defined in Section
                    7.7  below)   together  with  a  statement  of  place(s)  of
                    publication and date(s) of the advertisement.

          7.3.  Based upon the reports  submitted  under  7.2.2.  (iii),  if any
     material  aspects of the  Product  fail to comply  with the  standards  and
     specifications as mutually agreed upon,  Licensee shall promptly proceed to
     correct such defects, in accordance with the standards and specifications.

          7.4. All of the Products  shall be first quality,  unadulterated  food
     products,  equal in taste,  quality of  ingredients  and  appearance to the
     sample  submitted  to the  Licensor for  preliminary  approval,  and in all
     events each Product processed, distributed and sold hereunder will be equal
     or superior in quality to the approved sample.

          7.5. The Product shall be packaged and labeled in accordance  with the
     specifications of Licensor. Licensee shall not distribute the Product under
     any name other than "Life O2" or such other name as  approved in writing by
     Licensor.  Furthermore,  prior  to the  dissemination  by  Licensee  of any
     packaging,  labeling,  advertising or promotional  materials concerning the
     Product or the  Process,  Licensee  shall submit a specimen to the Licensor
     for  approval  and  Licensee  shall not  disseminate  any such  Product  or
     material without  Licensor's prior written  approval,  which approval shall
     not be unreasonably withheld or delayed.  Licensee shall include Licensor's
     "Life O2" logo indicating its particular process of oxygenation on Products
     which it  sells  in the  Territory;  provided,  however,  that the size and
     placement of such "Life O2" logo shall be at the  reasonable  discretion of
     Licensee after due consultation with Licensor and all applicable regulatory
     authorities.  Licensee's  "Life  O2"  logo  shall  be  included  in  all of
     Licensee's  advertising of any Product.  The dimensions of such logo on the
     Product label and any other Licensee  advertising of comparable  size shall
     be no smaller than 7 millimeters by 5.6 millimeters without any border, and
     on all other Licensee  advertising shall be no smaller than 1 centimeter by
     1.2  centimeters,  surrounded  by a  non-printed  border  of at  least  one
     millimeter in thickness.

          7.6. Licensee shall deliver to Licensor,  promptly upon its receipt of
     same,  copies  of all  surveys,  market  studies,  analyses,  and the  like
     concerning the Products, whether made by or for the Licensee or which shall
     otherwise come into Licensee's possession.

          7.7.  During  each of its  fiscal  quarters  during  the  term of this
     Agreement,  and any extensions  thereof,  the Licensee shall incur expenses
     for media  advertising  which,  in the aggregate,  equals a sum which is no
     less than five percent (5%) of the Gross Receipts for each fiscal  quarter.
     Any  deficiency in any fiscal quarter may be corrected by an expenditure in
     the calendar month immediately following such quarter in an amount equal to
     such  deficiency,  such  expenditure  to correct the  deficiency  not to be
     included in computing  the  advertising  and promotion  expenditure  of the
     Licensee  for the  quarter  in which  actually  incurred.  The term  "media
     advertising" shall not include any coop advertising or promotional payments
     or discounts,  but rather, shall be expressly limited to placement by or on
     behalf of the Licensee for  advertisements of the Products.  Licensee shall
     present a copy of the  advertising to Licensor  prior to its  dissemination
     for  Licensor's  prior  written  approval,  which  approval  shall  not  be
     unreasonably withheld or delayed.

<PAGE>


          7.8.  Licensor  agrees that,  during each Royalty year during the term
     hereof,  it shall dedicate five percent (5%) of the total aggregate  amount
     of Royalties  collected from Licensee hereunder to advertising,  marketing,
     and/or  consumer  education  designed,  in Licensor's sole  discretion,  to
     increase  marketplace  awareness  of the  Process  and the  Products in the
     Territory  (such  amount  being  referred  to  herein  as the  "Advertising
     Amount").  Upon  request of  Licensee,  Licensor  shall make  available  to
     Licensee one-half (1/2) of the Advertising  Amount, in the form of a credit
     against  Royalties  to be  paid to  Licensor  hereunder  (the  "Advertising
     Credit");  provided, however, that, subject to Section 7.8.1. hereof, in no
     event shall the sum of the Advertising  Credit and the  Advertising  Amount
     exceed five  percent  (5%) of the  aggregate  amount of  Royalties  paid by
     Licensee in the previous  Royalty  year,  and provided,  further,  that (i)
     Licensor's  "Life  O2" logo  shall be  displayed  in  connection  with such
     advertising in accordance with the  requirements of Section 7.5 above,  and
     (ii)  Licensee  shall make no use of  Licensor's  logo or any  Intellectual
     Property of Licensor,  including, without limitation,  trademarks,  service
     marks or the like, which would diminish the value of the same.

               7.8.1. In addition to the Advertising  Credit,  Licensee shall be
          entitled,  upon request,  to receive an additional  Advertising Credit
          (the  "Additional  Credit") of one percent (1%) of  Royalties  paid by
          Licensee for each 1,000,000  cases of Product sold during the previous
          year, up to an aggregate limit of ten percent (10%) of such Royalties,
          which  aggregate  limit shall  include the  Advertising  Credit in its
          calculation.  Licensee's  eligibility for such Additional Credit shall
          be governed by the same terms as govern the Advertising Credit.

     8. Insurance.

          8.1.  Within five (5) days of the date of installation of the Original
     Units,  the Licensee shall submit to Licensor  proof, in form and substance
     satisfactory  to Licensor,  that the Licensee has  purchased  comprehensive
     liability insurance,  or the equivalent in the Territory,  in an amount not
     less than  $10,000,000  for  personal  injury and  $1,000,000  for property
     damage,  for  each  occurrence  related  to the  Products,  subject  to all
     applicable  legal  limitations  within the  Territory.  The Licensee  shall
     maintain such  insurance in full force and effect at all times when selling
     the Products and coverage shall survive  termination of the License granted
     hereby for any previously  manufactured  Products.  Such insurance coverage
     shall insure the Units at the Licensee's  Plant(s),  with acknowledgment in
     the  insurance  policy that such Units are the property of  Licensor.  Each
     insurance shall name the Licensor as an additional  insured party and shall
     require  the  insurer to give  Lessor at least  thirty  (30) days notice of
     cancellation before any cancellation shall be effective as to the Licensor.
     Licensee  shall submit to the Licensor  proof of renewal of such  insurance
     coverage at least thirty (30) days prior to the expiration date of any such
     policy. The Licensee shall request each contractor and subcontractor  which
     renders  services to the  Licensee  with respect to the Products to provide
     substantially similar insurance protection.

<PAGE>




     9. Termination.

          9.1. This Agreement and the license granted  hereunder shall terminate
     at the  expiration  of the Initial Term or any renewal term hereof,  unless
     terminated earlier in accordance with this Section 9.

          9.2. This Agreement may be terminated upon notice:

               9.2.1. by Licensor pursuant to the terms of Section 6 hereof; or

               9.2.2.  by Licensor,  in the event that the Licensee shall failed
          to either  remit  Royalties  in full when due  (subject to Section 9.3
          below),  or  intentionally  and  willfully  failed to fully and fairly
          report Gross  Receipts,  which  failure shall be discerned by Licensor
          pursuant to the audit rights provided by Section 5.5.

               9.2.3. by either party, if the other party has breached or failed
          to  punctually  perform  any of its duties or  obligations  under this
          Agreement and such breach  remains  uncured,  is not in the process of
          being cured or such failure to perform  continues  for at least thirty
          (30) days after the aggrieved party has given notice to the other; or

               9.2.4.  by the Licensor,  if Licensee is insolvent or becomes the
          subject of a voluntary or  involuntary  petition in bankruptcy for its
          reorganization  or liquidation  and does not post a bond, or makes any
          assignment  for the  benefit  of its  creditors,  or if a  trustee  or
          receiver of its  property  is  appointed,  or if Licensee  takes or is
          subjected to any other similar action based upon its inability to meet
          its financial obligations; or

               9.2.5. by the Licensor,  if there is a sale of substantially  all
          of the assets or a majority of the shares of the Licensee, or if there
          is a change  in  control  of the  Licensee  by  contract,  a change of
          management or otherwise.

          9.3.  Section 9.2.2.  notwithstanding,  a notice of termination  based
     upon nonpayment or underpayment of Royalty shall be deemed withdrawn in the
     event that the Licensee  shall pay such unpaid amount within three (3) days
     with interest from the date  originally  due at fourteen  percent (14%) per
     annum;  provided,  however,  that the Licensee  shall be able to effectuate
     such Royalties in excess of one (1) time in any such period shall result in
     the notice of termination as to any additional default being final, binding
     and noncurable.

          9.4. If the Initial Term (or renewal term, if  applicable)  expires or
     if  the  Agreement  is   terminated,   all  rights  of  the  Licensee  (and
     sublicensees,  if any) under this  Agreement  shall cease and the  Licensee
     shall cease (and cause the sublicensees to cease) to use the Process or the
     Units and shall cease the  manufacture,  use or sale of the  Products,  the
     Licensee concurring that any such continued manufacture, use or sale shall,
     in and of  itself,  cause  irreparable  injury  to  Licensor.  Furthermore,
     Licensee shall immediately  return to and/or surrender control of the Units
     to  Licensor,  who  shall be  granted  the  right to enter  the  Licensee's
     Plant(s) to remove all of the Units provided to Licensee hereunder. In such
     event,  Licensee shall be obligated to assist  Licensor with the removal of
     such Units, to the extent requested by Licensor. Notwithstanding the above,
     in the event that Licensee has any  inventory of Products  remaining at the
     effective  date of  termination  hereof,  Licensee shall offer to sell such
     inventory to Licensor at Licensee's  actual purchase price thereof,  and if
     Licensor  elects not to  purchase  such  inventory,  Licensee  shall have a
     period of six (6) months  from the date of  termination  hereof in which to
     sell the remaining Products.

<PAGE>


          9.5. Notwithstanding any termination of this Agreement and exercise of
     any rights or remedies  hereunder,  the  following  rights and  obligations
     shall  survive  any such  termination  or  exercise of rights to the degree
     necessary to permit their complete fulfillment or discharge:

               9.5.1.  the  Licensor's  right to  receive  or  recover,  and the
          Licensee's  obligation to pay, all Royalties as may be due and payable
          at the time of such  termination,  or as may  become  due and  payable
          after such  termination,  and any  adjustments  in  payments  required
          thereafter as a result of any audits under Section 5.5; and
 
               9.5.2. Licensee's obligations under Section 2 hereof;

               9.5.3.  Any  other  rights  and  obligations   intended  in  this
          Agreement to survive termination.

     10. Improvements to Unit and Process.

          10.1. Licensee acknowledges that any and all improvements, inventions,
     modifications, technology or development (collectively "Improvements") made
     by Licensee, its employees and agents, to the Units and/or Process, if any,
     shall be the sole and  exclusive  property  of Licensor  and that  Licensor
     shall have the right to use, refrain from using,  change,  modify,  add to,
     subtract  from and to file for any patents for the  Improvements  or any of
     them in any manner and in any and all countries  throughout  the world,  in
     perpetuity,  as Licensor in its sole discretion shall  determine.  Licensee
     hereby irrevocably and exclusively assigns to Licensor, in perpetuity,  all
     rights  (including   without   limitation  all  patents  and  renewals  and
     extensions thereof) in and to such Improvements. Licensee further agrees to
     execute and cause its  employees  to execute any and  documents  (including
     without limitation  assignments,  declarations and affidavits) requested by
     Licensor or Licensor's  attorneys in  furtherance of the provisions of this
     paragraph.  Licensee  hereby  grants to Licensor its  irrevocable  power of
     attorney, coupled with an interest, to execute, in Licensee's name, any and
     all documents required under this paragraph. Notwithstanding the foregoing,
     Licensee shall have the right to use such Improvements  within the scope of
     the License without any escalation in royalty.

<PAGE>



     11. Representations and Warranties; Indemnification.

          11.1. Each party hereto represents and warrants the following:

               11.1.1. Each party is a corporation,  duly incorporated,  in good
          standing and authorized to transact  business in the  jurisdictions in
          which the respective corporations transact business.

               11.1.2.  Each  party  hereto  has taken the  necessary  corporate
          action to properly authorize and bind the corporation to the terms and
          conditions  hereof.  Nothing  contained in the Agreement shall violate
          any of the Articles of  Incorporation,  By-Laws or any other agreement
          or arrangement of the respective corporations.

               11.1.3.  To  the  best  of  the  parties'  knowledge  nothing  in
          existence   prevents  them  from  entering  into  this   Agreement  or
          performing under this Agreement.

          11.2.  Each party  ("Indemnifying  Party")  agrees to indemnify,  hold
     harmless, reimburse and defend the other party ("Indemnified Party") at all
     times  against any claim,  costs,  expense,  liability,  obligation,  loss,
     damage or  judgment  (including  legal  fees) of any  nature  (collectively
     referred to as "Claim"),  incurred by or imposed upon the Indemnified Party
     which results,  arises out of or is based upon any misrepresentation by the
     Indemnifying  Party.  The  Indemnified  Party  shall  send  notice  to  the
     Indemnifying  Party  of any  Claim,  and  within  ten  (10)  business  days
     thereafter   counsel  for  the  Indemnified   Party  and  counsel  for  the
     Indemnifying  Party shall determine if the Indemnifying  Party shall assume
     the  defense of the Claim;  provided,  however,  the failure to give notice
     shall not affect the  Indemnified  Party's rights  hereunder so long as the
     Indemnified Party vigorously defends the Claim.

          11.3.  Licensor represents and warrants to Licensee that the Equipment
     and each Unit shall be of good  material  and  workmanship,  shall be fully
     operational and in good working order free and clear of any defects (normal
     wear  and  tear  excepted),  shall be fit and  sufficient  for the  purpose
     intended, and shall meet or exceed the minimum specifications  described in
     Exhibit A attached hereto and made a part hereof.

     12. Miscellaneous.

          12.1. The terms of this Agreement are contractual,  not mere recitals.
     This Agreement is the result of protracted, arms-length negotiation between
     the parties, each of whom has participated in the drafting hereof,  through
     their  respective   attorneys  or  legal   representatives.   The  rule  of
     construction to the effect that any  ambiguities  are resolved  against the
     drafting  party  shall  not be  employed  in  the  interpretation  of  this
     Agreement.

<PAGE>


          12.2. This Agreement  shall, in all respects,  be governed by the laws
     of the State of Florida applicable to agreements  executed and to be wholly
     performed  within the State of Florida.  Nothing  contained herein shall be
     construed so as to require the  commission  of any act contrary to law, and
     wherever there is any conflict  between any provision  contained herein and
     any present or future  statute,  law,  ordinance or regulation  contrary to
     which the parties have no legal right to contract, the latter shall prevail
     but the provision of this document which is affected shall be curtailed and
     limited only to the extent necessary to bring it within the requirements of
     the law.

          12.3.  The captions  appearing at the  commencement  of the paragraphs
     hereof are descriptive only and are for convenience and reference and shall
     not be  construed as part of this  Agreement.  Should there be any conflict
     between any such caption and the paragraph at the head of which it appears,
     the  paragraph  and not  such  caption  shall  control  and  govern  in the
     construction of this document.

          12.4. The relationship between the parties hereto is contractual only,
     and nothing  contained in this Agreement shall be construed so as to create
     a joint venture or partnership  between the parties hereto or a third party
     beneficiary relationship to any third party. Furthermore, nothing contained
     herein shall be deemed to create any  franchise  rights in  Licensee;  this
     Agreement  is not a franchise  and does not include  payment of a franchise
     fee, and does not require  distribution of the Product under the control or
     plan of Licensor.

          12.5.  Any loss or damage,  or delays in or failure of  performance by
     either party hereto shall not constitute  default hereunder or give rise to
     any claims for damages if, but only to the extent that, such loss,  damage,
     delay or failure is caused by "Force  Majeure."  As herein  used,  the term
     "Force Majeure" means:  war,  mobilization,  revolution,  civil  commotion,
     riots,  strikes,  lockouts,  floods,  hurricanes,  similar  storms or other
     extraordinary  actions of the  elements,  acts of God or the public  enemy,
     acts of civil  or  military  authorities,  interruption  of  transportation
     facilities, fire and any other cause which is beyond the reasonable control
     of the party whose  performance  is affected and which,  by the exercise of
     reasonable diligence, such party is unable to prevent.

          12.6. Any and all notices, demands or other communications required or
     desired to be given hereunder by any party shall be in writing and shall be
     validly  given  or made  to  another  party  if  given  by  person,  telex,
     facsimile, telegram or if deposited in the United States mail, certified or
     registered,  postage  prepaid,  return receipt  requested.  If such notice,
     demand  or  other  communication  be  given by  personal  delivery,  telex,
     facsimile or telegram,  service  shall be  conclusively  deemed made at the
     time  of  such  personal   service.   If  such  notice,   demand  or  other
     communication  is given by mail, such notice shall be  conclusively  deemed
     given forty-eight (48) hours after the deposit thereof in the United States
     mail  addressed  to  the  party  to  whom  such  notice,  demand  or  other
     communication is to be given as hereinafter set forth:

<PAGE>


            If to the Licensor:          Life International Products, Inc.
                                         Attn: Duane DuCharme
                                         8889 Pelican Bay Boulevard, Suite 301
                                         Naples, Florida 34108
                                         Telephone: 941-592-9788
                                         Facsimile:  941-592-9787

            If to Licensee:              Seven Star International Holding, Inc.
                                         Attn: Li Kam Chung
                                         Room 1810-1814 Hang-Lung Centre
                                         2-20 Paterson Street, Causeway Bay
                                         Hong Kong
                                         Telephone: (852) 2895-5698
                                         Facsimile:  (852) 2577-8201


Any party  hereto may change its address for the purpose of  receiving  notices,
demands and other communications as herein provided by a written notice given in
the manner provided hereby to the other party or parties hereto.

          12.7.  No reliance  upon or waiver of one or more  provisions  of this
     Agreement  shall  constitute or be deemed a waiver of any other  provisions
     hereof or of any subsequent breach of the same or any other provision.

          12.8.  This  Agreement  may  be  executed  in  one  or  more  separate
     counterparts,  each of which,  when so  executed,  shall be deemed to be an
     original.  Such counterparts shall,  together,  constitute and shall be one
     and the same  instrument.  Any signed copy of this document or of any other
     document or agreement  referred to herein, or copy or counterpart  thereof,
     delivered by facsimile transmission shall for all purposes be treated as if
     it were  delivered  containing  an original  manual  signature of the party
     whose  signature  appears in the facsimile,  and shall be binding upon such
     party in the same  manner  as  though an  originally  signed  copy had been
     delivered.

          12.9. No amendment,  change or modification of this Agreement shall be
     valid unless in writing and signed by all of the parties in interest at the
     time of such amendment, change or modification.

          12.10.  Each of the parties  hereto shall  execute and deliver any and
     all additional papers,  documents,  and other assurances,  and shall do any
     and all  acts  and  things  reasonably  necessary  in  connection  with the
     performance of their  obligations  hereunder and to carry out the intent of
     the parties hereto.

<PAGE>


          12.11.  Nothing  contained herein is intended to or shall be construed
     so as to limit the  remedies  which any party  hereto may have  against any
     other  party  hereto  in  the  event  of a  breach  by  any  party  of  any
     representation,  warranty,  covenant or agreement made under or pursuant to
     this Agreement, it being intended that any remedies shall be cumulative and
     not exclusive. Without limiting the generality of the foregoing, the rights
     granted to Licensee  pursuant to this  Agreement are of a special,  unique,
     unusual,  extraordinary  and  intellectual  character  which  gives  them a
     peculiar  value,  the loss of which  cannot  be  reasonably  or  adequately
     compensated by damages in an action at law. As such, Licensor may seek, but
     shall not be limited to, equitable relief,  by injunction or otherwise,  in
     the event of a default by Licensee.

          12.12.  The parties  hereto intend this  Agreement,  together with any
     related documents  referred to in this Agreement,  to constitute the entire
     understanding  and  agreement  of the parties  with  respect to the subject
     matter of this Agreement, and any and all prior agreements,  understandings
     or representations are hereby and intended to be terminated and canceled in
     their entirety.

     IN WITNESS WHEREOF,  the parties have executed this License Agreement as of
the date first written above.

"Licensee"                                   "Licensor"

SEVEN STAR INTERNATIONAL                     LIFE INTERNATIONAL PRODUCTS, INC.
   HOLDING, INC.

By: /s/  Frank Falco                         By: /s/  Duane DuCharme
   ----------------------                       -----------------------------
     Frank A. Falco                               Duane DuCharme
     Vice Chairman/COO                            President/CEO


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