[LOGO] SOLUCORP LETTERHEAD

                         Exclusive Licensing Agreement

This Exclusive Licensing Agreement, dated as of September 15, 1997, (this
"Agreement" hereinafter) by and between Smart International Ltd. with its
principal offices located at 901 Kwong Sang Hong Center, 151-153 Hoi Bun Road,
Kwun Tong, Kowloon, Hong Kong, The People's Republic of China, ("SMART") and EPS
Environmental, Inc., doing business as Solucorp Industries, a British Columbia
corporation with its principal offices located at 250 West Nyack Road, West
Nyack, NY 10994 U.S.A. ("SOLUCORP").

                                   WITNESSETH

WHEREAS, SOLUCORP is the owner of a patent-pending process named Molecular
Bonding System ("MBS" hereinafter) used for the stabilization of heavy metals
contaminated soils, sludge, industrial slag, ash and other such materials by the
addition of proprietary reagents to the contaminated materials under moisture
controlled conditions;

WHEREAS, SMART is involved in the remediation business and is interested in
obtaining an Exclusive License to market and apply MBS technology from SOLUCORP;

AND WHEREAS, SOLUCORP and SMART entered into an Agreement in Principle on June
6, 1997, and wish to supersede that agreement with this Agreement;

NOW, THEREFORE, in consideration of the mutual promises and covenants herein
contained and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and intending to be legally bound
hereby, the parties hereto hereby agree as follows:


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1.0  Territory:              The territory covered by this Exclusive License is
                             The People's Republic of China ("China" hereafter).
                             Under no circumstances can SMART operate or solicit
                             business outside of China without the written
                             permission from SOLUCORP. Breach of this clause
                             shall give SOLUCORP reason to pursue termination of
                             this Agreement.

2.0  License:                SOLUCORP grants to SMART the Exclusive License to
                             make, use, market and Sub-license the MBS process
                             to stabilize heavy metal contaminated soils,
                             industrial slag, sludge, ash, etc. in the
                             Territory.

2.1  License Extension:      In the event that another company, including a
                             Licensee for MBS in another region or country, has
                             access to a project within China which is not
                             available to SMART, SMART has the automatic right
                             as the exclusive licensee to enter into an
                             Agreement of its chosen form with that company to
                             complete the project.

                             SMART's rights in this include the option to
                             Sub-license any such company for a period of one
                             (1) year with the discretion to grant a further one
                             (1) year option for renewal.

3.0  Currency:               Throughout this agreement the currency is U.S.
                             DOLLARS ($US).

4.0  License Fee:            Throughout the entire term of this contract, SMART
                             will pay SOLUCORP an annual license fee as follows:

                             In year one of this Agreement (June 1, 1997 through
                             May 31, 1998), SMART agrees to pay SOLUCORP
                             $2,000,000.00 ($200,000 by July 31, 1997; $200,000
                             by September 30, 1997; $200,000 by November 30,
                             1997; $400,000 by January 31, 1998; $500,000 by
                             March 31, 1998; and $500,000.00 by May 31, 1998.)

                             In years two (2) through ten (10) of the Agreement
                             SMART agrees to pay SOLUCORP $2,000,000.00 each
                             year in quarterly

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                             installments ($500,000 on August 31; $500,000 on
                             November 30; $500,000 on February 28; and $500,000
                             on May 31.)

4.1  Royalty Fee:            Throughout the entire term of this contract SMART
                             will pay SOLUCORP a royalty of $5.00 per processed
                             ton in excess of 100,000 tons for each contract
                             year.

                             These royalties become due and payable at the end
                             of each calendar quarter after the minimum tonnage
                             requirements are met. (Refer Clause 7.1 - Market
                             Obligations)

                             All processed tonnage must be identified by SMART
                             on a project by project basis and SOLUCORP, with
                             reasonable notification, shall have access to all
                             substantiating material relevant to these projects.

5.0  Term:                   Except on the occurrence of significant default by
                             either party, the Term of this Agreement is ten
                             (10) years, commencing on June 1, 1997, with an
                             automatic renewal for an additional ten (10) years,
                             unless both parties agree in writing to terminate.

6.0  Chemicals               SOLUCORP acknowledges that its separate contractual
                             agreement with SMART to manufacture the primary
                             chemical ingredient of MBS allows SMART to produce
                             that chemical ingredient for its own remediation
                             projects in China.

                             SOLUCORP also acknowledges the commercial
                             efficiency of SMART sourcing and blending all
                             additional chemical ingredients required for the
                             manufacture of MBS in China without the need to
                             purchase them from or via SOLUCORP.

                             SMART will maintain and supply to SOLUCORP accurate
                             records of the amounts of both the primary chemical
                             ingredient and the blended MBS used on each
                             project. These records will be supplied to SOLUCORP
                             within the first week of each month, and cover the
                             work effected during the previous month.

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6.1  Chemical Manufacture:   SMART will continue to manufacture MBS exclusively
                             for sale to SOLUCORP and for its own remediation
                             projects, based on the agreement that all supplied
                             will be matched to SOLUCORP's defined
                             specifications.

                             SOLUCORP agrees to not use or sell the chemicals in
                             any way which could be construed to be competitive
                             to SMART in the Territory of China.

                             SMART'S right to manufacture MBS for its own
                             remediation projects is dependent on SOLUCORP, as
                             the sole owner of the MBS process, maintaining the
                             right of final arbitration and/or veto on all
                             matters relating to ensuring compliance with
                             production protocols and Quality Assurance/Quality
                             Control standards, as are, or may be defined by
                             SOLUCORP through the full Term of this Agreement.

6.2  Ownership of MBS:       The ownership of the MBS formulas, processes and
                             techniques for its application remains the
                             exclusive property of SOLUCORP. Any derivation or
                             modification of the MBS process, whether devised or
                             developed by SOLUCORP or SMART, remains the
                             proprietary property of SOLUCORP.

6.3  Equipment:              SOLUCORP will provide SMART with equipment
                             specifications to enable SMART to source
                             appropriate equipment to operate the MBS process.
                             SOLUCORP will additionally provide SMART with
                             training by SOLUCORP's Director of Field
                             Operations or an appropriate Consultant Engineer
                             in the operation of the equipment.

7.0  Marketing Support:      At all times during the terms of this agreement,
                             SOLUCORP will provide sufficient technical and/or
                             marketing support, as limited to SOLUCORP's
                             capabilities, to SMART.

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                             Upon SMART'S request, SOLUCORP shall, within
                             reason, promptly make available several of its
                             officers and personnel so as to enable SMART to
                             perform its obligations as set forth in this
                             Agreement.

7.1 Market Obligations:      SMART will act on SOLUCORP's behalf in China to
                             effect such operational matters as: reviews and
                             compliance with all relevant environmental
                             regulations; obtaining all pertinent permits and
                             authorizations, and representations to all
                             regulatory authorities.

                             SMART will make every endeavor to achieve an
                             annual processed tonnage target of 100,000 tons for
                             each year (June through May) throughout the full
                             Term of this Agreement. (Refer also to Clause
                             20.0 - Other)

8.0  Termination:            Either party will have the right to terminate the
                             license in the event of the other party declaring
                             bankruptcy, or by mutual agreement after meeting to
                             review the contract terms.

8.1  Fundamental Breach:     On the occurrence of significant default by either
                             party under the terms of this Agreement, and in
                             such event, the defaulting party shall receive
                             notice in writing to rectify the situation within
                             90 days or risk termination. Such notification
                             shall acknowledge that all existing terms are
                             applicable throughout that period.

8.2  Merger/Acquisition:     It is further agreed in the event of a merger or
                             acquisition of either party, and only in such an
                             event, that party shall ensure that both the terms
                             and spirit of this agreement will continue to
                             operate for the full term of the contract.

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                             It is further agreed, in the event of a merger or
                             acquisition of either party or adverse market
                             change in China (as determined by SMART), any
                             monies owed to SOLUCORP for licenses or royalties
                             either past, present, or future by SMART can be
                             converted, at SMART's option, to pre-paid inventory
                             of the primary MBS ingredient. Demand for delivery
                             of pre-paid inventory cannot exceed ten percent
                             (10%) of SMART's monthly production unless agreed
                             in writing by SMART.

9.0 Termination Consequence: On the expiry or other terminations of this
    Procedure:               Agreement SMART agrees to:

9.1                          Return to SOLUCORP all samples, publicity
                             promotional and advertising materials, and all
                             confidential data.

9.2                          Sign such notification of cessation of use of the
                             Patent Applications as is required by SOLUCORP.

9.3                          Return to SOLUCORP all originals and copies of all
                             documents and information in any form containing or
                             covering in any way any part of the Patent
                             Applications.

9.4                          Cease carrying on the activities permitted by this
                             Agreement.

10.0 Existing Rights         The termination of this Agreement shall be without
                             prejudice to any rights which have already accrued
                             to either of the parties under this Agreement.

11.0 Force Majeure:          If either party is prevented from fulfilling its
                             obligations under this Agreement by reason of any
                             supervening event beyond its control, including but
                             not by way of limitation, war, national emergency,
                             flood, earthquake, strike or lockout (other than a
                             strike or lockout induced by the party so
                             incapacitated) the party unable to fulfill its

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                             obligations shall immediately give notice of this
                             to the other party and shall do everything in its
                             power to resume full performance.

11.1                         On such notice being given neither party shall be
                             deemed to be in breach of its obligations under
                             this Agreement.

11.2                         If and when the period of incapacity exceeds six
                             (6) months, then this Agreement shall automatically
                             terminate unless the parties first agree otherwise
                             in writing.

12.0 Confidentiality:        With the exception of acknowledging that this
                             exclusive license for the Territory has been
                             established for a minimum period of ten (10) years,
                             all other terms relating to this contract shall
                             remain confidential between the parties and there
                             will be no disclosure of them by a party without
                             the written consent of the other party.

12.1                         The parties acknowledge that, in order to further
                             the purposes of this Agreement, information
                             containing or consisting of trade secret, customer
                             list and other confidential information may be
                             communicated by either party to the other. Such
                             information may take the form of plans, drawings
                             and data, and will be deemed confidential unless
                             otherwise designated by SOLUCORP or SMART as
                             appropriate. SOLUCORP shall have the right to apply
                             and obtain from the Court a restraining order to
                             prevent SMART from disclosing or using such
                             confidential information to third parties either
                             during the Term or for a period of 12 months
                             thereafter.

13.0 Indemnification:        SMART shall not incur any liability or indebtedness
                             in the name of SOLUCORP, nor do or suffer any act
                             or thing which may render SOLUCORP liable for the
                             payment of money whatsoever to any third person for
                             any purpose whatsoever, except as herein otherwise
                             
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13.1                         provided.

                             SMART agrees that the following paragraphs shall
                             appear verbatim in any agreement SMART makes with
                             any organization or individual that is in any way
                             relevant to or connected to the use of this
                             license; and that SMART shall make no contact or
                             anything similar thereto with any party that is
                             not memorialized or executed in a writing that
                             contains the following one (1) paragraph.

                             "SMART is a licensee of Solucorp Industries' MBS
                             technology. Both parties to this Agreement agree
                             that SOLUCORP, except for its own default, will not
                             be held liable or in any way responsible for a
                             default under this Agreement or as a result of the
                             performance of this Agreement by either party."

14.0 Jurisdiction:           This contract shall be governed by New York State
                             law and both parties shall agree to submit to the
                             jurisdiction of an independent international
                             arbitrator in the event of disputes arising which
                             can not be settled by discussion between the
                             parties.

15.0 Notices:                Any notice consent or the like (in this clause
                             referred to generally as 'notice') required or
                             permitted to be given under this Agreement shall
                             not be binding unless in writing, and may be given
                             personally or sent to the party to be notified by
                             pre-paid first class post or by telex or by
                             facsimile transmission at its address as set out
                             above or as otherwise notified in accordance with
                             this clause.

15.1                         Notice given personally shall be deemed given at
                             the time of delivery.

15.2                         Notice sent by post in accordance with this clause
                             shall be deemed given at the commencement of
                             business on the fifth business day next following
                             its posting.

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15.3                         Notice sent by telex or facsimile transmission in
                             accordance with this clause shall be deemed given
                             at the time of its actual transmission.

16.0 Reservation of Rights:  All rights currently exclusive to SOLUCORP but not
                             specifically and expressly granted to SMART by this
                             Agreement are reserved to SOLUCORP for further
                             negotiation with SMART as warranted.

17.0 Waiver:                 The failure by either party to enforce at any time
                             or for any period any one or more of the terms of
                             conditions or this Agreement shall not be a waiver
                             of them or of the right at any time subsequently to
                             enforce all terms and conditions of this Agreement.

18.0 Interpretation:         Unless the context otherwise requires:

18.1                         Words importing the singular number shall include
                             the plural and vice versa.

18.2                         Words importing any particular gender shall include
                             all other genders.

18.3                         Reference to persons shall include bodies of
                             persons whether corporate or incorporate.

18.4                         Any reference in this Agreement to any statute or
                             statutory provision shall be construed as referring
                             to that statute or statutory provision as the same
                             may from time to time be amended, modified,
                             extended, reenacted or replaced (whether before or
                             after the date of this Agreement) and including all
                             subordinate legislation made under it from time to
                             time.

19.0 No Agency or            The parties are not partners or joint ventures, nor
                             it SMART
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     Partnership:            entitled to act as SOLUCORP's agent nor shall
                             SOLUCORP be liable in respect of any
                             representation act or omission of SMART of
                             whatever nature.

20.0 Other:                  SOLUCORP agrees that no automatic penalty or
                             revocation of the license will be imposed in the
                             event of SMART's failure to meet the targeted
                             annual processed tonnage. However, after the
                             agreement goes into effect for 24 months, in the
                             event there is a failure to process 50% of the
                             targeted processed tonnage in any two consecutive
                             years, both parties shall meet to review the
                             entire China License. The primary purpose of such
                             a review will be to modify the contract to a
                             mutually accepted terms.

21.0 Whole Agreement:        This Agreement contains the whole agreement between
                             the parties and supersedes any prior written or
                             oral agreement between them in relation to its
                             subject matter and the parties confirm that they
                             have not entered into this Agreement on the basis
                             of any representations that are not expressly
                             incorporated into this Agreement. Should any
                             provisions of this Agreement be determined to be
                             unenforceable or prohibited by any applicable law,
                             this Agreement shall be considered divisible after
                             such provision which shall be inoperative and the
                             remainder of this Agreement shall inure to the
                             benefits of both parties and be valid and binding
                             as though such provisions were not included herein.

22.0 No Modification:        This Agreement may not be modified except by an
                             instrument in writing signed by both of the parties
                             or their duly authorized representatives.

23.0 Joint and Several:      All agreements on the part of either of the parties
                             which comprises more than one person or entity
                             shall be joint and several.

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IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of
the date first set forth herein and hereby warrant that the persons whose
signature appear below have the authority to enter into this Agreement on behalf
of their respective parties:

For SOLUCORP INDUSTRIES:               For SMART INTERNATIONAL Ltd.:


                                       For and on behalf of
                                         [ILLEGIBLE]
                                       SMART INTERNATIONAL LIMITED


                                        /s/   [ILLEGIBLE]
                                       --------------------------------
                                          Authorized Signature(s)


/s/ Peter R. Mantia
----------------------------------     --------------------------------
Peter R. Mantia                        Q.B. Zheng
President                              Chairman & Managing Director




9-15-97                                9-15-97 
----------------------------------     --------------------------------
Date:                                  Date:


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