EXHIBIT 10.53


                                    AGREEMENT
                                    ---------


         THIS CONSULTING AGREEMENT ("AGREEMENT") is made effective as of the 1st
day of October,  2001,  by and between  TSET,  INC., a Nevada  corporation  (the
"COMPANY") and STEVEN G. MARTIN and JOSHUA B. SCHEINFELD, each a resident of the
State of Illinois (collectively "CONSULTANT").

         WHEREAS, the Company is a publicly traded company engaged,  through its
wholly owned subsidiary,  Kronos Air Technologies,  Inc., in the business of the
development  and  commercialization  of  a  new  proprietary  air  movement  and
purification technology known as Kronos(TM) (the "BUSINESS");

         WHEREAS,  Consultant  has unique  experience,  knowledge  and skills in
order to enhance the operation of the Business;

         WHEREAS,  the Company  desires to obtain the  benefits of  Consultant's
experience  and know-how in connection  with the operation of the Business,  and
accordingly,  the Company has offered to engage  Consultant to render consulting
and advisory services to the Company on the terms and conditions hereinafter set
forth;

         WHEREAS,  Consultant  desires to accept such engagement upon such terms
and conditions hereinafter set forth.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained  herein,  and other good and valuable  consideration,  the receipt and
sufficiency of which are hereby  acknowledged,  the Company and Consultant agree
as follows:


         1. CONSULTING TERMS AND DUTIES. Upon the terms and conditions set forth
herein,  the Company  hereby  retains and engages  Consultant as an  independent
contractor,  and  Consultant  hereby accepts such retention and engagement as an
independent  contractor,  and  agrees to render  such  advisory  and  consulting
services to the Company  with respect to matters  pertaining  to the Business as
shall be  specified  from time to time by the  Company's  President  and/or such
other  officer(s) as the Company's  Board of Directors  shall  designate to have
principal responsibility for the operation of the Business.

         2. TERM.  The term of this  Agreement  shall be for 15 months  from the
date hereof (the "TERM").

         3. SERVICES AND COMPENSATION.
            -------------------------

            3.1. SERVICES.  Consultant shall (i) advise the Company with respect
to operations, executive employment issues, employee staffing, strategy, capital
structure  and other  matters  pertaining  to the Business as shall be specified
from time to time by the Company's President and/or such other officer(s) as the



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Company's Board of Directors  shall  designate to have principal  responsibility
for the operation of the Business and (ii) assist in reviewing  and  negotiating
material transactions.

            3.2.  CONSULTING  FEES. In  consideration  for the  availability  of
Consultant  during the term hereunder and the services rendered pursuant to this
Agreement,  promptly  after the  execution of this  agreement,  the Company will
issue to Consultant as payment 360,000 fully paid and  non-assessable  shares of
Common Stock of the Company (the "SHARES").3.2.

            3.3.   REIMBURSEMENT  OF  EXPENSES.   The  Company  shall  reimburse
Consultant for those reasonable and necessary  out-of-pocket expenses which have
been  approved by the  President of the Company  prior to their  incurrence  and
which have been  incurred by  Consultant  in  connection  with the  rendering of
services hereunder. Any reimbursement to be made by the Company pursuant to this
Section  shall be made  following  submission  to the Company by  Consultant  of
reasonable documentation of the expenses incurred.

            3.4.  REGISTRATION.  The Shares issued  hereunder  shall be promptly
registered under an S-8 Registration  Statement.  In the event the Shares cannot
be included in an S-8  Registration  Statement then Consultant  shall be granted
customary piggyback registration rights with respect to the Shares.


         4. REPRESENTATIONS, COVENANTS AND WARRANTIES OF CONSULTANT.
            -------------------------------------------------------

            4.1. AUTHORITY RELATIVE TO THIS AGREEMENT. Consultant has full right
and capacity to execute and deliver this  Agreement,  to perform its obligations
hereunder and to consummate the transactions contemplated by this Agreement. The
execution  and delivery of this  Agreement by  Consultant,  the  performance  by
Consultant of its  obligations  hereunder and the  consummation by Consultant of
the transactions contemplated by this Agreement have been duly authorized by all
necessary  action on the part of Consultant  as are necessary to authorize  this
Agreement or to consummate the transactions contemplated by this Agreement. This
Agreement has been duly and validly  executed and  delivered by  Consultant  and
constitutes the legal, valid and binding obligations of Consultant,  enforceable
against  Consultant in accordance with its terms,  except as the  enforceability
thereof  may be  limited  by  bankruptcy,  insolvency,  reorganization  or other
similar laws of general  application  affecting  the  enforcement  of creditors'
rights generally.

            4.2. EXECUTION; NO INCONSISTENT  AGREEMENTS,  ETC. The execution and
delivery of this Agreement by Consultant  does not, and the  consummation of the
transactions  contemplated hereby will not, constitute a breach,  violation or a
default  under  any of the  terms,  conditions  or  provisions  of (or an act or
omission  that  would  give rise to any right of  termination,  cancellation  or
acceleration  under)  any  material  note,  bond,  mortgage,  lease,  indenture,
agreement or obligation to which  Consultant  and/or any affiliate of Consultant
is a party or pursuant to which  Consultant  and/or any  affiliate of Consultant
otherwise receives benefits.


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         5. REPRESENTATIONS, COVENANTS AND WARRANTIES OF THE COMPANY.
            --------------------------------------------------------

            5.1.  ORGANIZATION.  The Company is a corporation duly organized and
validly existing and in good standing under the laws of the State of Nevada. The
Company is in good standing in the State of Nevada.

            5.2.  AUTHORITY  RELATIVE  TO THIS  AGREEMENT.  The  Company has all
necessary  corporate  power and authority to execute and deliver this Agreement,
to  perform  its  obligations  hereunder  and  to  consummate  the  transactions
contemplated by this Agreement.  The execution and delivery of this Agreement by
the Company, the performance by the Company of its obligations hereunder and the
consummation by the Company of the  transactions  contemplated by this Agreement
have been duly authorized by all necessary  action on the part of the Company as
are  necessary to authorize  this  Agreement or to consummate  the  transactions
contemplated  by this  Agreement.  This  Agreement  has been  duly  and  validly
executed  and  delivered  by the Company and  constitutes  the legal,  valid and
binding  obligations  of  the  Company,   enforceable  against  the  Company  in
accordance with its terms,  except as the enforceability  thereof may be limited
by  bankruptcy,  insolvency,  reorganization  or other  similar  laws of general
application affecting the enforcement of creditors' rights generally.

            5.3. ISSUANCE OF SHARES.  The Shares will be, as of the date hereof,
duly and validly authorized and issued, fully paid and non-assessable,  and will
be issued to Consultant free of all encumbrances, claims and liens whatsoever.

         6  NONDISCLOSURE.
            -------------

            6.1. NONDISCLOSURE OF CONFIDENTIAL INFORMATION.
                 -----------------------------------------

                 (a)  Consultant   recognizes  and  acknowledges   that  certain
knowledge  and  information  which it has acquired or developed  relating to the
Business,  including its pricing and quotation techniques,  costs, developments,
activities  or products of the  Business or the  business  affairs of any Person
doing  business  with the  Company,  such as, but not limited to,  customer  and
vendor  lists,  cost and  selling  and service  prices for  specific  customers,
customers'  needs  and  requirements,  and  all  inventions,  ideas,  know  how,
discoveries,   creations,  developments,   improvements,  designs,  patents  and
processes so acquired  (hereinafter  collectively  referred to as  "CONFIDENTIAL
INFORMATION")  are the  valuable  property  of the  Company and shall be held by
Consultant in confidence and trust for the sole benefit of the Company.


                 (b) Consultant agrees not to use, disclose, divulge or publish,
without the prior  written  consent of the Company,  at any time during the term
hereof or  thereafter  for a period  of not less  than five (5) years  following
completion of the Term, any Confidential  Information.  Provided,  however, that
Confidential Information shall not include (a) information which is known to the
public or is generally known within the industry of businesses comparable to the
Business (other than as a result of Consultant's  violation of this covenant) or
(b)  information  which  Consultant  is required to disclose  pursuant to law or
order of a court having  jurisdiction over Consultant  (provided that Consultant
offers the Company an opportunity to obtain an appropriate  protective  order or


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administrative relief against disclosure of such Confidential Information).


                 6.2.  PROPERTY OF THE BUSINESS.  All memoranda,  notes,  lists,
records and other documents or papers (and all copies  thereof),  including such
items stored in computer memories,  or microfiche or by any other means, made or
compiled by or on behalf of  Consultant  in  connection  with the  rendering  by
Consultant of consulting services hereunder, or made available by the Company to
Consultant  relating  to the  Business  of the  Company,  are and  shall  be the
Company's property and shall be delivered to the Company promptly on the request
of the Company.

                 6.3. NO HIRING OR SOLICITATION OF EMPLOYEES.  Consultant agrees
that during the Term of this Agreement and for a five (5) year period thereafter
Consultant shall not permit any of its affiliates to:

         (a) hire any Specified Employee (as defined below), or

         (b) directly or indirectly,  personally or through  others,  encourage,
induce,  attempt to induce,  solicit or attempt to solicit (on  Consultant's own
behalf or on behalf of any other  Person)  any  Specified  Employee or any other
employee of the Company to leave his or her employment with the Company.

         (For purposes of this Section 6.3, "SPECIFIED  EMPLOYEE" shall mean any
individual  who:  (i) is or was an  employee  of the company on the date of this
Agreement or during the 180-day period ending on the date of this Agreement, and
(ii) remains or becomes an employee of the Company on the date of hits Agreement
or at any time during the Term of this  Agreement and for a five (5) year period
thereafter.

                 6.4. RIGHTS AND REMEDIES UPON BREACH.  If Consultant  breaches,
or threatens to commit a breach of, any of the provisions of Section 6.1, 6.2 or
6.3 (the "NONDISCLOSURE COVENANTS"), the Company shall have the right and remedy
to have  the  Nondisclosure  Covenants  specifically  enforced  by any  court of
competent jurisdiction,  it being agreed that any breach or threatened breach of
the Nondisclosure  Covenants would cause  irreparable  injury to the Company and
that  money  damages  would not  provide  an  adequate  remedy  to the  Company.
Accordingly, Consultant agrees that if it breaches or threatens to breach any of
the provisions of the Nondisclosure Covenants it will consent to the issuance of
a temporary and/or permanent  injunction by any court of competent  jurisdiction
(without  the posting of a bond)  enjoining  Consultant  from such breach of the
Nondisclosure  Covenants.  The  Company  shall  also have any other  rights  and
remedies available to it under law or in equity.

                 6.5.  SEVERABILITY OF COVENANTS.  Consultant  acknowledges  and
agrees that the Nondisclosure Covenants are reasonable and valid in scope and in
all  other  respects.  If any  court  determines  that any of the  Nondisclosure
Covenants,  or any part thereof,  is invalid or unenforceable,  the remainder of
the  Nondisclosure  Covenants  shall not thereby be affected  and shall be given
full effect, without regard to the invalid portions.


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         7. MISCELLANEOUS.
            -------------

                 (a)  NOTICES.  Any notice or other  communication  required  or
permitted hereunder shall be in writing and shall be delivered personally,  sent
by  facsimile  transmission  (with a copy  also  sent by  another  means  herein
provided for), sent by certified, registered or express mail, postage prepaid or
sent by  reputable  air  courier.  Any such notice shall be deemed given when so
delivered  personally or sent by facsimile  transmission  (with  issuance by the
transmitting  machine  of a  confirmation  of  successful  transmission)  or, if
mailed,  five days after the date of deposit  in the United  States  mail or, if
sent by courier, two days after the date of deposit with much courier, addressed
as follows:


         If to the Company, to:         TSET, Inc.
                                        333 South State Street, PMB 111
                                        Lake Oswego, Oregon 97034
                                        Telephone:        978-562-7046
                                        Facsimile:        978-562-9229
                                        Attention:        Daniel R.  Dwight

         If to Consultant, to:          Steven G.  Martin
                                        222 Merchandise Mart Plaza, Suite 9-112
                                        Chicago, Illinois 60654
                                        Telephone:        312-644-6644
                                        Facsimile:        312-644-6244


         Any party may change its address for notice  hereunder by notice to the
other party hereto given in accordance herewith.

                 (b)  ASSIGNABILITY.  This Agreement  shall not be assignable by
either party hereto  without the prior written  consent of the other party,  and
any such purported assignment shall be void AB INITIO.

                 (c) GOVERNING LAW. The parties agree that this Agreement  shall
be construed and governed in  accordance  with the internal laws of the State of
Illinois without giving effect to principles of conflicts of laws.

                 (d) BINDING  EFFECT.  This Agreement  shall be binding upon and
inure to the benefit of the parties  hereto and their  respective  heirs,  legal
representatives, executors, administrators, successors and permitted assigns.

                 (e) COUNTERPARTS. This Agreement may be executed simultaneously
in one or more  counterparts,  each of which shall be deemed an original but all
of which together shall constitute one and the same instrument.

                 (f) ENTIRE  AGREEMENT.  This  Agreement  represents  the entire
agreement and  understanding  of the parties  hereto with respect to the matters
set forth herein. This Agreement supersedes all prior negotiations, discussions,
correspondence,  communications,  understandings and agreements between parties,
written  or  oral,  relating  to the  subject  matter  of this  Agreement.  This


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Agreement may be amended,  superseded,  cancelled,  renewed, or extended and the
terms hereof may be waived,  only by a written  instrument signed by the parties
hereto or, in the case of a waiver, by the party waiving compliance.

                 (g)  WAIVERS.  No delay on the part of any party in  exercising
any right, power or privilege  hereunder shall operate as a waiver thereof.  Nor
shall any waiver on the part of any party of any such right,  power or privilege
hereunder,  nor any single or partial exercise of any right,  power or privilege
hereunder, preclude any other or further exercise thereof or the exercise of any
other right, power or privilege hereunder.

                 (h) HEADINGS.  The headings in this  Agreement are inserted for
convenience  only  and  are  not  to be  considered  in  the  interpretation  or
construction of the provisions hereof.

                 (i) DEFINITIONS OF "PERSON".  As used herein, the term "PERSON"
shall mean any individual, corporation,  partnership, limited liability company,
firm, joint venture,  association,  joint-stock company,  trust,  unincorporated
organization,  governmental  or  regulatory  body or any  political  subdivision
thereof.


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         IN WITNESS  WHEREOF,  the  Company  and  Consultant  have  signed  this
Agreement as of the day and year written above.

                                         COMPANY:


                                         TSET, INC.


                                         By:  /s/ Daniel R. Dwight
                                              ---------------------------------
                                         Name:    Daniel R.  Dwight
                                         Its:     Chief Executive Officer


                                         CONSULTANT:


                                         /s/ Steven G. Martin
                                         --------------------------------------
                                         Steven G. Martin

                                         /s/ Joshua B. Scheinfeld
                                         --------------------------------------
                                         Joshua B. Scheinfeld











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