[KBF POLLUTION MANAGEMENT INC. LETTERHEAD]


PETER MANTIA                                                March 18, 1998
Solucorp Industries
250 West Nyack Road
West Nyack, New York  10994

---------------------------------
STRICTLY PRIVATE AND CONFIDENTIAL
---------------------------------

RE:  ESCROW ACCOUNT.

Dear Peter:

     This letter will serve as our understanding that the portion of the License
Fee due and owing under the terms of the Licensing Agreement (hereinafter the
"Agreement") executed by the parties of even date herewith shall be held in
escrow by Sonageri & Fallon LLC, Continental Plaza II, Hackensack, New Jersey
07601 (the "Escrow Agent") and shall be released from same pursuant to the
following conditions, contingent upon all regulatory approval.

     All capitalized terms not otherwise defined herein shall have the
respective meanings ascribed thereto in the Asset Purchase Agreement.

     1.   After an initial 38,110 shares of unrestricted common stock of the
          Licensee are issued and released to the Licensor immediately, a total
          152,440 shares of unrestricted common stock of the Licensee shall be
          placed into the escrow account.

     2.   50,813 shares of this stock shall be released to the Licensor from
          escrow on April 20, 1998, 50,813 shares shall be released on May 20,
          1998, and 50,814 shares shall be released on June 20, 1998.


                                             Very Truly Yours,


                                             KBF POLLUTION MANAGEMENT INC.

                                             By: /S/ LAWRENCE M. KREISLER
                                                 -------------------------
                                                     Lawrence M. Kreisler
                                                     Chief Executive Officer

Confirmed and Agreed to by:
SOLUCORP INDUSTRIES LTD.

By: /S/ PETER MANTIA
    ----------------
        Peter Mantia
        President


<PAGE>

                               LICENSING AGREEMENT
                               ===================

This Licensing  Agreement is effective as of this 20th day of March, 1998 by and
between KBF Pollution  Management,  Inc., a New York  Corporation,  with offices
located at One KBF Plaza, End of Jasper Street,  Paterson 07522 (hereinafter the
"Licensor")  and EPS  Environmental,  Inc.  dba Solucorp  Industries,  a British
Columbia Corporation, with its principal offices located at 250 West Nyack Road,
West Nyack, New York 10994 (hereinafter the "Licensee").

                                   WITNESSETH

WHEREAS,  the Licensor owns the exclusive rights to a patent-pending  process to
separate,  recover and reclaim  metals from  liquids by the  addition of certain
reagents  (hereinafter  the  "Technology"),   under  prescribed   methodological
conditions (hereinafter the "Process"); and,

WHEREAS,  the Licensor possesses  expertise in determining the nature and extent
of the applicability of the Technology and Process (hereinafter the "Know-how");
and,

WHEREAS, the Licensee is involved in the environmental  remediation business and
desires to obtain a License  for the use and  marketing  of the  Technology  and
Process to remediate,  recover and/or treat liquid streams of wastes  containing
metals throughout the world.

NOW  THEREFORE,  in  consideration  of the foregoing  premises and of the mutual
promises,  covenants,  conditions,  and limitations herein contained, as well as
other good and valuable  consideration  the receipt and  sufficiency of which is
hereby acknowledged,  and intending to be legally bound hereby, the Licensor and
the Licensee do hereby agree as follows:


                                    ARTICLE I
                                    ---------
                                   DEFINITIONS
                                   -----------

As used above and throughout  this entire  Agreement,  the following terms shall
have the meanings as hereinafter defined:

1.01 Affiliates.  Any  entity in which a party to this  Agreement  or any of its
     stockholders,  directors  or officers  has a direct or  indirect  ownership
     interest (other than  insubstantial  interests in publicly held companies),
     or  any  entity  which  directly,   or  indirectly   through  one  or  more
     intermediaries, controls, is controlled by, or is under common control with
     a party to this Agreement.

1.02 Consumer  Price  Index  ("CPI").  The index  used for site  specific  price
     escalation as determined by the prevailing official rates and other factors
     of the national market in which that site exists (see Attachment B).

1.03 Demand.  The demand for the Licensed Material shall be evidenced by any and
     all potential clients,  customers, third party environmental remediation or
     management  companies,  governments and/or site operators which generate or
     in any manner  produce,  remediate or manage any liquid metal bearing waste
     to which the Licensed Material may apply.

1.04 Effective  Date. The effective date of this Agreement shall be the 20th day
     of March, 1998.

1.05 Engineering  Contractor.  An engineering and/or  construction firm shall be
     designated for each site.  This  engineering  contractor will work directly
     with the Licensor in the design and  engineering  of the site,  and consult
     with the  Licensor  as needed  during  the  construction  of the site.  The
     engineering  contractor will be required to enter into separate  agreements
     directly with the Licensor.

1.06 Essential  Components.  Components  without which the Technology and/or the
     Process would be, at worst,  ineffective,  and at best, inefficient.  These
     components include SST, a required polymer and


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                                       1
<PAGE>


     the items and  categories  of equipment  provided for pursuant to the terms
     and conditions of each site specific  agreement.  All essential  components
     shall be purchased directly from the Licensor.

1.07 F.o.b.  Shipping.  Method of shipping having that meaning ascribed to it by
     standard  convention  that  essentially  provides  that title for any goods
     purchased  changes  hands at the point of  distribution.  The Licensee will
     after   taking   such  title  be   responsible   for  all   costs,   taxes,
     transportation, insurance and/or damage.

1.08 Feasibility  Study. Upon the provision of certain  information and samples,
     detailed herein, the Licensor will perform an analysis of each site and the
     existing  contamination  and/or  waste  stream.  This  study will allow the
     Licensor to determine the nature and the extent of the applicability of the
     Technology and Process.  This  feasibility  study will  ultimately form the
     basis  for  all  subsequent  design,  engineering,   technical  assistance,
     training and standard operating procedures for each site.

1.09 Gross Receipts. The residual gross revenue upon which the royalties payable
     hereunder  shall be  calculated in accord with the  principles  outlined in
     Attachment B, specifically Section A of said Attachment.

1.10 Know-how.  The Licensor possesses  considerable knowledge and experience in
     practicing the Licensed  Material.  Every site and every stream of waste is
     unique and  requires  different  procedures,  quantities  of  reagents  and
     equipment to process efficiently.  The Licensor's expertise in this respect
     is critical in determining  the nature and extent of the  applicability  of
     the  Technology  and  Process to each  individual  site or stream of waste.
     Know-how is expressly excluded from Licensed Material.

1.11 Letter  of  Credit.  Stand-by  letter of credit  with site  draft  attached
     provided by banking institution approved by the Licensor.

1.12 Licensed  Material.  The  license  herein  granted  applies  to the use and
     marketing  of the  present  Technology  and Process to  remediate,  recover
     and/or  treat  liquid  streams  of wastes  containing  metals as defined in
     Attachment A, annexed hereto,  and does not apply to other  technologies or
     processes  now existing or hereafter to be created,  designed or engineered
     by the Licensor.

1.13 Off-Spec Waste or Site.  Pursuant to the terms herein, the Licensor will be
     performing  a  feasibility  study for each site.  This study is critical to
     determining  the  nature  end  the  extent  of  the  applicability  of  the
     Technology and Process, as well as the design, engineering and construction
     for each site.  In order to perform  this  feasibility  study,  samples and
     other   information  must  be  provided.   If  the  actual  site  or  waste
     characteristics  materially differ from the sample's  characteristics,  the
     site or waste will be deemed by the Licensor to be off-spec.

1.14 Patent. Shall refer to and include applications for letters patent, letters
     patent  (including   reissues,   divisions,   continuations  or  extensions
     thereof),  and rights by license or  otherwise  acquired  under  letters of
     patent whenever acquired, owned, or possessed, applicable to the use of the
     Technology and Process to remediate, recover and/or treat liquid streams of
     wastes containing metals as defined in Attachment A, annexed hereto.

1.15 Polymer.  A coagulating  compound that may or may not be used in treatment.
     Its use will be a function of the  characteristics  of the individual  site
     and/or waste at issue.  The polymer is one of the  essential  components as
     that term is defined herein.

1.16 Process.  The portion of the  Licensed  Material  that  details the general
     methodology  for the correct  application  of the  Technology to remediate,
     treat,  recover and reclaim metals from liquid waste for re-use as provided
     for in Attachment A, annexed hereto.

1.17 Quality  Control and Assurance ("QC QA").  The quality  control and quality
     assurance  protocols are essential to the effective and efficient operation
     of the Technology and Process. Failure to conform


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                                       2
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     to these  protocols may result in the failure of the Technology and Process
     to perform the functions contemplated herein.

1.18 Reagent.  A chemical  compound that is required for the use of the Licensed
     Material.

1.19 Recovered  Product.  An  ultimate  end  product of the use of the  Licensed
     Material.  The recovered  product will take the form of a dried powder that
     will  have  moderate  to  high  concentrations  of  elemental  metals.  The
     recovered product is analogous to virgin ore taken directly from the ground
     and is likely to have  concentrations  of  metals  and a higher  commercial
     value than virgin ore.

1.20 Related Company.  Any third party with whom the Licensee has entered into a
     partnering, licensing, sales, marketing, contracting, or other remediation,
     recovery  and/or  treatment  relationship  with for the express  purpose of
     carrying out the transactions contemplated hereby in the Grant Territory.

1.21 Selective Separation Technology ("SST"). An essential chemical component of
     the Technology without which the Licensed Material would be ineffective.

1.22 Site  Approval.  After  performing  the  initial  feasibility  study  for a
     specific site, the Licensor will make a determination  as to whether or not
     and/or to what extent the Licensed Material applies to the  characteristics
     of the site. The Licensor, upon making its final determination will issue a
     site  approval  and prepare a  preliminary  proposal  for the process to be
     employed at the site.

1.23 Site  Operator.  The  Related  Company  or other  entity  in  charge of the
     management and/or operations of an individual site.

1.24 Site Specific Agreement.  Separate per site agreement contemplating the use
     of the Technology and Process as applied to the specific  conditions of one
     individual  site.  It is the intent of the  parties  hereto to enter into a
     site  specific  agreement  for each and every site,  as that term is herein
     defined.  This  agreement  shall  state  with  precision  (in terms of U.S.
     dollars)  the gross per  gallon  receipts  and other  price and cost  terms
     herein referenced for each site, which terms will be defined upon the final
     site approval of each site (see  Attachment B). This  agreement  shall also
     detail  with  precision  all  such  terms  herein  referenced  that  remain
     discretionary and conditioned upon final site approval,  including, but not
     limited to, any terms detailing the requisite standard operating procedures
     and quality control  protocols,  the required  essential  equipment and the
     furnishing of Know-how to the site operator or other third party.

1.25 Site.  A  specific  treatment  or  remediation  system,  designed  for  the
     treatment,  recovery and/or remediation of a specific stream of waste using
     the  Licensed  Material.  There  can be  more  than  one  site  at any  one
     individual location.

1.26 Standard  Operating  Procedure  ("SOP").  As part of the preparation of the
     final design  proposal for each site,  the  Licensor  shall  prepare a site
     specific  standard  operating  procedure  manual  for the  site.  All  site
     personnel will be trained according to the standard operating  procedure of
     their respective  sites.  Strict adherence to SOP protocols is essential to
     the efficient use of the Licensed Materials.

1.27 Technology.  The portion of the Licensed  Material that details the general
     chemistry  and reagents for the correct  application  of the  Technology to
     remediate,  treat, recover and reclaim metals from liquid waste as provided
     for in Attachment A, annexed hereto.

1.28 Work-plan.  After performing the initial  feasibility  study for each site,
     and upon issuance of the specific site approval,  the Licensor will prepare
     a preliminary proposal and work plan for the design and construction of the
     site.  This  proposal  will be  presented  to the  Licensee  or any Related
     Company,  including the  engineering  contractor  for inclusion  into the a
     final work plan for each site.


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                                       3
<PAGE>

                                   ARTICLE II
                                   ----------
                  GRANT OF LICENSE; TERRITORY AND LIMITATIONS
                  -------------------------------------------

2.01 Grant.  The Licensor  hereby  grants to the  Licensee,  for approved  sites
within the Grant Territory  only, as provided for by provision 2.02 hereof,  the
exclusive right, license and privilege, subject to provision 5.07 hereof, to use
and market the Technology and Process to remediate,  recover and/or treat liquid
streams of wastes containing metals.

2.02 Grant Territory. The exclusive license herein granted is world-wide and for
only those sites approved by the Licensor.

2.03 Scope.  The grant shall be  inclusive of the right,  license and  privilege
solely  to the  use of the  Technology  and  Process  as  contemplated  by  this
Agreement only.

     (a)  Exclusion of Know-how. The parties hereby agree that Know-how, as that
          term is herein defined,  will be furnished by the Licensor,  pursuant
          to the terms as herein defined, on a site specific basis as needed for
          the  consideration  defined in Article IV,  "Royalties  and Fees," and
          that this Know-how  shall not be included in the grant of the Licensed
          Material.

     (b)  Exclusion of the Manufacture of Reagents.  Neither the Licensee or any
          Related Company, Affiliate,  sublicensee or other party shall have the
          right to  manufacture  SST or the polymer  required for the Technology
          and Process as herein  defined or  referenced,  and shall purchase the
          SST and the polymer  exclusively  from the  Licensor on the cost basis
          and upon terms  defined in Article IV,  "Royalties  and Fees," and the
          applicable site specific agreement.

     (c)  Exclusion of New  Technologies;  Processes and  Know-how.  The license
          herein  granted  applies to the Technology and Process in existence on
          the  effective  date of this  Agreement,  and does not  apply to other
          technologies or processes now existing or hereafter created,  designed
          or  engineered  by the  Licensor  or  others.  In the  event  that the
          Licensee  desires to obtain the rights to any additional  technologies
          or processes  now or hereafter  existing,  the granting of such rights
          shall be subject to separate written  agreement then to be negotiated,
          for which rights the Licensee  shall have a right of first  refusal in
          the Grant Territory only.

2.04 Site Specific  Approval.  The Licensee shall not under any circumstance use
or  otherwise  arrange  for the use of the  Licensed  Material  in any  site not
approved by the Licensor.

2.05  Transferability.  The grant of the License to Licensee is nontransferable,
nonassignable and indivisible.  The Licensee shall have the right,  however,  to
sub-license  to any third party upon the prior  express  written  consent of the
Licensor,   which  consent  shall  not  be  unreasonably  withheld.   Upon  such
circumstance,  the Licensor  reserves the right,  free of  restriction,  to make
independent  arrangements with the third-parry with respect to the furnishing of
Know-how,  purchase of reagents and  equipment  quality  control and  assurance,
training,  record keeping and reporting, and any technical or other support that
may be required.

2.06 No  Competitive  Technologies,  Processes or  Know-how.  Until either party
shall give to the other notice of  termination  of this Agreement as hereinafter
provided:  (a) Licensee shall not enter into any other license agreement for any
directly  competitive  Technology and/or Process within the Grant Territory and,
(b) the Licensee shall not directly or indirectly  undertake to purchase  and/or
use any directly  competitive  Technology or Process,  if any such  technologies
and/or processes presently or hereafter exist, except those of the Licensor.

2.07 Sales Through  Related  Company.  Licensee  shall have the right to conduct
sales,  marketing and contracting  through a Related  Company  provided that the
Licensee shall be responsible for the payment


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                                       4
<PAGE>


of royalties and other  obligations  under this  Agreement.  The Licensee  shall
within reason disclose to the Licensor the identity of any such Related Company,
and provide copies of all relevant  agreements in place with the Related Company
that are reasonably related to the transaction contemplated by this Agreement.

2.08  Patent  Coverage  Delimited.  No  license  or right is hereby  granted  by
implication  or  otherwise,   with  respect  to  any  other  letters  patent  or
applications  thereto except as specifically  set forth herein and in Attachment
A, annexed hereto.

2.09 Breach Event. Breach of this Article of the License Agreement in any manner
shall be deemed a material breach for which the Licensor may pursue  termination
in full accord with the provisions of this Agreement.


                                   ARTICLE III
                                   -----------
                             TERMINATION AND TENURE
                             ----------------------

3.01 Term. This agreement shall continue in effect,  unless sooner terminated as
hereinafter  provided,  for a period of five (5) years ending on March 20, 2003.
The term of this Agreement shall  automatically  renew for successive periods of
one year at the end of the term hereof,  including renewal terms,  unless either
party shall have given written  notice of non-renewal at least one year prior to
the end of the term.

3.02 Material  Breach.  If the Licensee shall at any time and for any reason not
make payment to the  Licensor of any royalty or other  amount  agreed to be paid
hereunder  by the date  required by this  Agreement  as required  under any site
specific agreements,  or shall default in the making and provision of any report
hereunder  required by the date required by this Agreement,  or shall commit any
breach of any covenant or agreement herein contained,  or shall negligently make
any false report and shall fail to remedy such default,  breach or report within
thirty  (30) days in the case of the  Licensee or sixty (60) days in the case of
any potential  sub-licensee  after written notice thereof by Licensor,  Licensor
may, at its option,  terminate this Agreement and the Licenses herein granted by
written notice of such termination.

     (a)  in the event of any or more of the following:

          (i)  any breach of this  Agreement  not cured  within  sixty (60) days
               after notification thereof;

          (ii) insolvency or bankruptcy of either party;

          (iii) appointment of a trustee or receiver for either party;

          (iv) the failure of the  Licensee  to use its best  efforts to satisfy
               any of the Demand, as herein defined in the Grant Territory after
               a period of one (1) year from the date of this Agreement;

          (v)  the failure of the Licensee to comply with and abide by the terms
               of any the Licensor's  feasibility  studies,  final work plans or
               designs,  quality control and assurance  procedures and reporting
               requirements or any  instructional  manual detailing the standard
               operating procedures for each site; and/or,

          (vi) the production by the Licensee of any intentionally misleading or
               otherwise fraudulent or false report.

          then,  and in addition to all other rights and  remedies  which either
          party may have in law or equity,  the party not in default  may at its
          option  terminate this Agreement by written notice.  Such  termination
          shall  become  effective  on the date set forth in the said  notice of
          termination  but in no event shall it be earlier than thirty (30) days
          from  the  date  of  notice  thereof.  The  waiver  of  the  right  of
          termination for any default under this Agreement shall


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                                       5
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          not constitute a waiver of the right to claim damages for such default
          or the right to terminate for any subsequent default.

3.03 Agreement Not to Use or Employ. On termination of this Agreement,  Licensee
hereby agrees that it will not, in perpetuity,  either  directly,  indirectly or
through any or its Related  Companies  or  Affiliates,  Licensees,  sublicenses,
clients,  or partners,  use or employ any information  disclosed by the Licensor
from the patent  disclosures  and  applications,  technologies,  trade  secrets,
designs, formulas, processes, Know-how, contracts, samples, feasibility studies,
work-plans,   project  documentation,   books,   instructional  volumes,  notes,
drawings,  writings,  documents, files, models,  photographs,  videos, drawings,
sketches,  ideas,  concepts  and  inventions  in any  stage  of  development  or
completion,  improvements and discoveries relating to the rights, privileges and
license,  and any  improvements  thereto,  which are the subject  matter of this
Agreement.

     (a)  Sublicense Contingency. In the event that, pursuant to provision 2.05,
          and upon the express  written  consent of the  Licensor,  the Licensee
          sublicenses any rights or privileges to any third party,  the Licensee
          shall impose the same  condition in perpetuity  upon its  sublicensees
          with  respect  to not using any of the  information  disclosed  by the
          Licensor or the Licensee from the Licensor's  patent  disclosures  and
          applications,   technologies,   trade  secrets,   designs,   formulas,
          processes,   Know-how,   contracts,   samples,   feasibility  studies,
          work-plans,  project  documentation,   books,  instructional  volumes,
          notes,  drawings,  writings,  documents,  files, models,  photographs,
          videos,  drawings,  sketches,  ideas,  concepts and  inventions in any
          stage of  development  or  completion,  improvements  and  discoveries
          relating to the rights,  privileges and license,  and any improvements
          thereto, which are the subject matter of this Agreement

     (b)  Covenant to Enforce as to Sublicensee.  The Licensee agrees and hereby
          covenants  that it shall engage in all  reasonable  efforts to enforce
          the terms of this subsection  3.03 as against any possible  defaulting
          sublicensee,  the  failure  of which  enforcement  may  result  in the
          initiation of suit in infringement  and breach as against any possible
          defaulting sublicensee.

3.04 Surrender of Rights and Know-how. On the termination of this Agreement, for
any reason  whatsoever,  Licensee,  its Related  Companies or  Affiliates  shall
deliver to Licensor all parent disclosures and applications, technologies, trade
secrets, designs, formulas, processes, Know-how, contracts, samples, feasibility
studies,  work-plans,  project  documentation,   books,  instructional  volumes,
standard operating procedures,  notes,  drawings,  writings,  documents,  files,
models,  photographs,   videos,  drawings,  sketches,  any  and  all  duplicated
materials on whatever media so reproduced, ideas, concepts and inventions in any
stage of development or completion, improvements and discoveries relating to the
rights,  privileges and license,  and any  improvements  thereto,  which are the
subject matter of this Agreement.

     (a)  Sublicense Contingency. In the event that, pursuant to provision 2.05,
          and upon the express  written  consent of the  Licensor,  the Licensee
          sublicenses any rights or privileges to any third party,  the Licensee
          shall to the best of its ability cause said  sublicensee(s) to deliver
          to Licensor all patent  disclosures  and  applications,  technologies,
          trade secrets,  designs,  formulas,  processes,  Know-how,  contracts,
          samples,  feasibility  studies,  work-plans,   project  documentation,
          books,  instructional volumes,  standard operating procedures,  notes,
          drawings,  writings,  documents, files, models,  photographs,  videos,
          drawings, sketches, any and all duplicated materials on whatever media
          so  reproduced,  ideas,  concepts  and  inventions  in  any  stage  of
          development or completion,  improvements  and discoveries  relating to
          the rights,  privileges  and license,  and any  improvements  thereto,
          which are the subject matter of this Agreement.

3.05 Disposal of Inventory. In the event of termination, Licensor shall be given
right of first  refusal  to  purchase  any  reagents  and/or  stocks  of any raw
materials,  as required to have been purchased from the Licensor pursuant to the
terms herein defined, as the Licensee and/or any Related Company, Affiliate or


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                                       6
<PAGE>


sublicensee of the Licensee may have in its possession. If the Licensor does not
buy said inventories, the Licensor will give to the Licensee or Related Company,
Affiliate  or  sublicensee  the right to continue  selling or using the stock on
hand and raw materials until these stocks on hand are exhausted.

3.06 Rights and Obligations Upon Termination.  In case of termination,  Licensor
shall have the right to give  public  notice  thereof in such manner and at such
time and places as it may deem advisable. Upon termination of this Agreement, by
expiration or otherwise,  the following rights,  privileges  and/or  obligations
shall continue to inure to the benefit of the parties:

     (a)  The Licensor shall have the right,  free of  restriction,  to directly
          contract or otherwise  conduct any  transaction  in furtherance of the
          purposes  herein  contemplated  with any Related  Company,  Affiliate,
          and/or  sublicensee  of the  Licensee  or any other  third  party then
          using,  preparing  for  or  otherwise  anticipating  the  use  of  the
          Technology and Process.

     (b)  The  termination of this  Agreement  shall not relieve the Licensee in
          any way from its  obligation  to pay Licensor all  royalties  and fees
          which shall have accrued up to the effective date of termination.

     (c)  Any  termination or expiration of this  Agreement  shall not prejudice
          any  cause of  action  or claim of  Licensor  accrued  or to accrue on
          account of any breach or default by Licensee.

     (d)  Any  termination  or expiration of this  Agreement  under this Article
          shall not  prejudice the right of the Licensor to a final audit of the
          records of the Licensee in accordance  with the  provisions of Article
          IV hereof.

     (e)  Any  termination or expiration of this Agreement  shall not affect the
          continued  operation or enforcement of any provision of this Agreement
          which by its express terms is to survive expiration or termination.

3.07 Remedies. The parties hereto agree that the remedy at law for any breach of
this  Agreement will be inadequate  and it will be  impracticable  and extremely
difficult  to  prove,  and  further  agree  that such a breach  would  cause the
aggrieved  party  irreparable  harm, and each party hereby  covenants and agrees
that  such  aggrieved  party  shall  be  entitled  to  temporary  and  permanent
injunctive relief, without the necessity of proving actual damages.


                                   ARTICLE IV
                                   ----------
                               ROYALTIES AND FEES
                               ------------------

All royalties and fees outlined hereafter become payable as scheduled herein:

4.01 License Fee. The Licensee  shall pay to the Licensor,  simultaneously  with
the  execution  and delivery of this  license,  an initial  license issue fee of
$500,000.  The Licensee shall further pay to the Licensor a residual license fee
of $0.0005 per gallon for the entire term of this agreement,  which fee shall be
paid by the  Licensee  out of its  percentage  of the  total  gross  per  gallon
receipts, as that term is herein defined.

     (a)  The  initial   license  issue  fee  shall  be  paid  in  the  form  of
          unrestricted common stock of the Licensee,  at 80% of its market value
          as of the  close of  business  on March  19,  1998  (190,550  shares).
          Four-fifths of this stock shall be held in escrow by Sonageri & Fallon
          LLC,  Continental  Plaza II,  Hackensack,  New Jersey 07601. The stock
          held in  escrow  shall be  released  to the  Licensor  in three  equal
          disbursements on April 20, 1998, May 20, 1998 and June 20, 1998.

     (b)  The  residual  license  fee shall be paid on the  fifteenth  (15th) of
          every  month,  commencing  with the onset of  operations  at the first
          approved site and continuing in perpetuity  thereafter on a per gallon
          basis.


================================================================================
                                       7
<PAGE>


4.02  Royalty.  For the rights and  privileges  granted  under the License,  the
Licensee  shall pay to the Licensor,  in the manner  hereinafter  provided,  and
until this license is terminated as herein  provided,  a standard royalty 50% of
the gross per gallon receipts,  as that term is herein defined,  calculated on a
per site basis (see Attachment B), for the use of the Technology and Process for
the  remediation,  recovery and/or treatment of any and all quantities of liquid
waste processed in the Grant Territory.

     (a)  Minimum  Royalty.  Except  upon the  express  written  consent  of the
          Licensor  or as  provided in  provision  4.02 (b) hereof,  in no event
          shall  the  Licensee  pay to the  Licensor  a  royalty  of  less  than
          $3,000,000 for the first two years, and $2,000,000 per year thereafter
          for the remaining term of the agreement. In the event that the minimum
          royalty shall be paid,  the first minimum  royalty shall be payable in
          full by December 31, 1999, and all minimum royalties  thereafter shall
          be payable in full at the end of the relevant calendar year.

     (b)  In the event that the Licensed  Material is not as  warranted  herein,
          and  provided  that the total gross  receipts,  as that term is herein
          defined,  do  not  exceed  $6,000.000  in  the  first  two  years  and
          $4,000.000  per  year for each  year  thereafter  for the term of this
          Agreement,  the extent of the Licensee's  pecuniary  liability for the
          minimum royalty payable  hereunder to the Licensor shall be limited to
          50% of the gross receipts.

     (c)  The  dollar  amount of the  royalty  and all  costs  and  calculations
          therefor shall be precisely  detailed in each Site Specific  Agreement
          to be entered into by the parties  hereto upon the final site approval
          of each  site.  It is the intent of the  parties to compute  the above
          defined  costs and figures on a per gallon  basis,  using  dollars per
          gallon as the unit of calculation,  and to standardize  these costs by
          taking into account the total  quantity of waste per site  anticipated
          to be  processed  per  year  as  herein  contemplated.  All  costs  of
          operations  and  reagents  shall be  expressed  as a function  of this
          projected total quantity (see Attachment B).

     (d)  The  royalty   shall  be  computed  per  site,   and  shall  under  no
          circumstance  be less than $0.007 per  gallon.  The royalty due on any
          one site  shall  not  under any  circumstance  have any  impact on the
          amount of the royalty due on any other site.

4.03 Purchase of Reagents. The Licensee shall cause to be purchased exclusively
from the Licensor the SST at a rate of $18.00 per gallon, and a required polymer
at a rate of $5.00 per pound. All costs of shipment of the reagents f.o.b.  from
the point of manufacture to the Grant Territory.

     (a)  The payment  will be tendered  by an approved  institutional  stand-by
          letter  of  credit  with  site  draft  attached  for each  order or as
          approved in writing individually by Licensor.

4.04  Purchase of  Equipment.  Except upon the  express  written  consent of the
Licensor,  the Licensor shall  distribute  and/or make available to the Licensee
and/or the  sublicensee  and/or the site  operator  specific  items of essential
equipment at a cost plus ten and ten (10% plus 10%) basis.

     (a)  The payment  will be tendered  by an approved  institutional  stand-by
          letter  of  credit  with  site  draft  attached  for each  order or as
          approved in writing individually by Licensor.

4.05  Feasibility  Report.  The  Licensor  shall at its own  expense  perform  a
feasibility study and produce a report thereon on a site by site basis.

     (a)  The   Licensee,   or  any  of  its  Related   Companies,   Affiliates,
          sublicensees,  site  operators  or the  engineering  contractor  shall
          provide all relevant  information for each site reasonably required by
          the Licensor to perform the initial  feasibility study,  including but
          not limited to samples, process descriptions, engineering drawings and
          schematics,  precise quantity,  flow and throughput  figures,  and, if
          travel to any site is for any reason impracticable,  a video recording
          of the site.


================================================================================
                                       8
<PAGE>


4.06 Training.  The Licensor  shall at its own expense  provide for all training
for each  site.  All  personnel  will be  trained  for a two week  period at the
Licensor's facility in Paterson,  New Jersey, and then for a period of time, not
to exceed one week, at their respective site.

     (a)  General  Indemnification.  The Licensee hereby agrees to indemnify and
          hold  the  Licensor  harmless  from  all  loss,   expense   (including
          reasonable  attorney's  fees) and  damages  arising out of any claims,
          demands  and  liabilities  (including  claims  by  Related  Companies,
          sublicensees,  employees  and other  third  parties)  incurred  by the
          neglect,  crime  or  other  act of any  person  under  control  of the
          Licensee being trained by the Licensor.

4.07 Support.  The Licensor shall be responsible for and shall render  technical
support to the Related Company, Affiliate, sublicensee, and/or the site operator
at a cost of up to $300.00 per hour,  but at no time less than  $190.00 per hour
(depending on the level of support required),  for all technical support, billed
to each quarter  hour.  All support fees shall be payable  within thirty days of
the date the support is rendered.

4.08 Quality Control  Monitoring.  All quality control  monitoring  shall be the
responsibility  of the  Licensor  and shall be  charged  to each  site  operator
pursuant to the terms of its respective site specific agreement.

4.09  Escalation  Factor and Price  Adjustment.  All prices and fees  heretofore
detailed in this Article will automatically  escalate per calendar year pursuant
to the following:

     (a)  Per Annum  Escalation.  The per year fee escalation will be determined
          in accord with the  provisions  of section C of  Attachment  B, and as
          specified in each site specific agreement.

     (b)  Discretionary  Adjustment.  All  prices  will be  subject  to  further
          discretionary  adjustments  where market  forces and other  unforeseen
          factors  resulting in increased costs to the Licensor require any such
          increases to be proportionately passed along to the Licensee.

     (c)  Annual Review of Royalties.  The parties  hereby agree that they shall
          conduct an annual review of the royalty  schedule herein defined at or
          about  each  anniversary  date of this  agreement,  at which  time the
          parties agree, as part of the consideration  for this Agreement,  that
          they may,  only upon the  express  written  consent  of both  parties,
          modify the amounts of the royalties payable hereunder.

4.10 Reports,  Records and Audits. The Licensee hereby covenants, as part of the
consideration  for this  Agreement,  that it shall  cause to be paid any and all
reasonable  costs  associated with ensuring  compliance with the record keeping,
reporting and auditing  procedures as defined herein by causing to be integrated
into any  sublicensing or other  agreement  entered into for the purposes herein
contemplated  sufficient  provisions  to ensure said  compliance  as against any
Related Company, Affiliate, sublicensee or other third party.

     (a)  Records.  Licensee  agrees  that it shall  cause  to be kept  accurate
          records  in full  accord  with the site  specific  Standard  Operating
          Procedures  in  sufficient  detail to  enable  the  royalties  payable
          hereunder  to be  determined,  and agrees to cause such  records to be
          made  available  for  inspection  from time to time during the term of
          this  Agreement.   Such   inspection   shall  be  made  by  authorized
          representatives of the Licensor at reasonable  intervals during normal
          business  hours to the  extent  necessary  to verify the  reports  and
          payments required as specified herein.

     (b)  Reports.   Reports  shall  be  produced  in  accord  with  the  notice
          provisions  hereof,  on  an as  needed  basis  to  the  extent  deemed
          necessary  by the  Licensee  and/or  Licensor.  The intent of any such
          report  is to  clearly  and  unambiguously  set  forth  the  following
          information:

          (i)  Influent gallonage, flow, rate and throughput statistics measured
               hourly,  with  specific  reference  to  time of  measurement  and
               cumulative quantity and flow data;


================================================================================
                                       9
<PAGE>


          (ii) Analytical data, including but not limited to,  concentrations of
               inorganic, and when applicable,  organic compounds and pH of both
               the influent and effluent. This data shall be compiled hourly;

          (iii) Precise quantities used of SST and polymer per day;

          (iv) Any additional  information deemed necessary and requested by the
               Licensor; and,

          (v)  The assessment of the royalties due thereon.

     (c)  Provision of Samples.  To the extent that any site specific  agreement
          calls for or otherwise  requires samples to be taken at any time, such
          samples  shall be taken and clearly and  unambiguously  identified  in
          full accord with the site specific standard operating procedure.

     (e)  Procedure on Audit.  It is hereby agreed that Licensor  shall have the
          privilege  of  having  a  certified   public   accountant,   or  other
          representative  or agent  of the  Licensor  audit  all  statements  of
          account,   reports  and  records  required  or  contemplated  by  this
          Agreement  to be  made by  Licensee  to  Licensor,  as  frequently  as
          Licensor may desire to have such audits made,  and that Licensee shall
          place at the  disposal of said  certified  public  accountant  for the
          purposes  of  this  paragraph  any and all  records  essential  to the
          verification  of  such  reports.   The  expense  of  such  audits  and
          verifications  shall be borne  jointly by the  Licensee  and  Licensor
          except  upon  the  development  of  conditions   giving  either  party
          reasonable  cause to suspect any violation of the reporting and record
          keeping  requirements  defined herein, in which  circumstance the site
          operator shall be responsible for all costs and expenses of the audit.

          (i)  Reasonable  Cause.  Any information  from whatever source derived
               that may be interpreted by either party as a potential  violation
               of any term herein defined.

          (ii) Notice Prior to Audit. The Licensee and/or Licensor shall give to
               the site operator  express written notice of its discovery of any
               fact,   condition  or  circumstance  giving  the  auditing  party
               reasonable  cause to suspect any  violation  of the terms of this
               Agreement.   The  site  operator  shall  be  given  a  reasonable
               opportunity  to take  corrective  action  not to exceed  ten (10)
               business days.  If, upon the failure of the corrective  action to
               remedy  the  fact,  condition  or  circumstance  giving  rise  to
               reasonable  cause,  or upon the  failure of the site  operator to
               take corrective action, the Licensee and/or Licensor will arrange
               for the audit to commence immediately.

          (iii)Notice of Violation.  The Licensee  and/or Licensor shall provide
               express  written notice of any violation  revealed as a result of
               any audit conducted.  The site operator will then be obligated to
               cure said  violation  or shall  suffer  default  pursuant  to the
               provisions of Article III hereunder.

          (iv) Examination  Upon and After  Termination  Event.  In the event of
               termination  or  expiration  of this  Agreement  for  any  reason
               whatsoever,  Licensee agrees to provide  access,  or to otherwise
               cause  access to be  provided,  to the  Licensor,  its  auditors,
               accountants  or agents to inspect  all said  records and books of
               Licensee,  and/or any sublicensee and/or any site operator and to
               investigate  generally all transactions of business carried on by
               Licensee and/or any sublicensee and/or any site operator,  or any
               of its Related Companies, in the Grant Territory pursuant to this
               Agreement  and the  License  hereby  granted,  for a one (1) year
               period of rime after such termination.

4.11 Interest on Overdue  Payments.  Licensee shall cause to be paid to Licensor
with interest  thereon at the rate of 18% per annum any and all amounts past due
and owing for sixty (60) days  hereunder to the  Licensor,  calculated  from the
date when such payments are due and payable as provided herein to the date


================================================================================
                                       10
<PAGE>


of payment. This provision shall survive termination of this Agreement and shall
remain in effect until all sums due including  interest thereon are paid in full
without offset or counterclaim.

4.12 Acceleration of Overdue Account.  The payment  provisions of this agreement
are to be strictly  construed  with time being of the essence with regard to all
payments to be made  hereunder by the Licensee to the  Licensor.  The failure of
the Licensee to make such payments on their due dates shall be deemed a material
breach of this  Agreement and the Licensor,  at its option,  may terminate  this
Agreement upon notice to the Licensee.


                                    ARTICLE V
                                    ---------
            OTHER PRINCIPAL RIGHTS AND OBLIGATIONS; PATENT PROVISIONS
            ---------------------------------------------------------

5.01  Representations  and  Warranties of Licensor.  As of the effective date of
this Agreement, Licensor represents and warrants to Licensee as follows:

     (a)  Organization  and  Qualification.   Licensor  is  a  corporation  duly
          organized, validly existing and in good standing under the laws of the
          State of New York, and has the corporate  power and authority to enter
          into this  Agreement,  to consummate  the  transactions  contemplated
          hereby and  thereby,  Licensor  is duly  licensed or  qualified  to do
          business,  and is in good standing,  in every jurisdiction in which it
          is  required to be so licensed  or  qualified  due to its  business or
          ownership  of its  assets  and  where  failure  to be so  licensed  or
          qualified  would  have a  material  adverse  effect on its  ability to
          perform its obligations hereunder.

     (b)  Authority.  Licensor has full power, capacity and authority (corporate
          or  otherwise)  to  execute  and  deliver  this   Agreement  upon  the
          concurrent  payment to Licensor  of the  required  licensing  fees and
          payments, and to consummate the transactions  contemplated hereby. The
          execution and delivery of this Agreement,  and the consummation of the
          transactions   contemplated   hereby,   have  been  duly  and  validly
          authorized  by  Licensor,  and  no  other  proceedings  (corporate  or
          otherwise)  on the part of Licensor are  necessary  to authorize  this
          Agreement, or to consummate the transactions contemplated hereby. This
          agreement has been duly and validly executed and delivered by Licensor
          and  (assuming  the valid  execution  and delivery of the agreement by
          Licensee) constitute legal, valid and binding agreements of Licensor.

     (c)  Consents and Approvals.  There is no authorization,  consent, order or
          approval of, or notice to or filing  with,  any  individual  or entity
          required  to be  obtained,  given or made in  order  for  Licensor  to
          execute and deliver this  Agreement,  to consummate  the  transactions
          contemplated  hereby and  thereby and fully  perform  its  obligations
          hereunder and thereunder.

     (d)  Absence of  Conflicts.  The  execution,  delivery and  performance  by
          Licensor of this  Agreement,  and the  consummation by Licensor of the
          transactions  contemplated hereby will not, with or without the giving
          of notice or the lapse of time, or both,  (i) violate any provision of
          law,  statute,  rule or regulation to which Licensor is subject,  (ii)
          violate any order, judgment or decree applicable to Licensor, or (iii)
          conflict  with,  or result in a breach or default  under,  any term or
          condition of the charter or by-laws of Licensor, if applicable, or any
          agreement or other instrument to which Licensor is a party or by which
          Licensor is bound, or to which any of Licensor's assets are subject.

     (e)  Brokers  and  Finders.  Neither  Licensor  nor  any of  its  officers,
          directors,  employees,  Affiliates  or  associates  has  employed  any
          broker, finder or investment banker, or incurred any liability for any
          brokerage  fees,  commissions or finders' fees in connection with this
          Agreement or the transactions contemplated by this Agreement.


================================================================================
                                       11
<PAGE>


     (f)  Ownership and Right to License.  Licensor represents and warrants that
          it is the owner of the world-wide  exclusive right, title and interest
          in and  to the  applications  for  letters  patent  for  the  Licensed
          Material,  and that it has the sole right to grant licenses under said
          applications for letters patent,  prospective letters patent, reissues
          and extensions, of the scope herein granted.

     (g)  Commercial  Utility.  Licensor hereby represents and warrants that the
          Licensed Material has commercial utility.

     (h)  Validity.   Licensor   hereby   represents   and  warrants  that  said
          application for letters patent is genuine and valid.


5.02  Acknowledgment  of Validity.  Licensee hereby covenants and agrees that it
will not contest,  nor assist others in contesting,  the validity of the letters
patent, or applications  thereto,  of the United States which are the subject of
this Agreement, nor the title thereto of Licensor.

5.03 Third Party Infringement. If at any time any third party shall infringe the
patent(s)  licensed  hereunder in the Grant Territory,  then Licensee and/or the
Licensor shall,  promptly either (1) obtain a discontinuance  of said infringing
operations or (2) bring suit, bringing said suit in the name of the Licensee, or
if so required by the laws of the State of New York,  bringing  suit in the name
of the Licensor or joining Licensor as a party plaintiff with the Licensee.  For
this  purpose  Licensor  shall  execute  such  legal  papers  necessary  for the
prosecution  of such  suit  as may be  reasonably  requested  by  Licensee.  The
Licensor  further  covenants  that  it will  otherwise  provide  all  reasonable
assistance to the Licensee in the prosecution of any such suit.

     (a)  Prosecution of Rights. Licensee, with the reasonable assistance of the
          Licensor,  agrees to bring and diligently prosecute such suits for the
          infringement of the aforesaid patent(s) as may reasonably be necessary
          to prevent  unlicensed  competition  materially  interfering  with the
          businesses of the Licensee and Licensor  hereunder.  Whenever any suit
          is brought  against  any  infringer  by  Licensee  as above  provided,
          Licensee shall immediately notify Licensor of such suit. The costs and
          expenses  of such suit and all  recoveries  therefrom  shall be shared
          equally  by the  parties  hereto,  except  that,  at the option of the
          Licensor,  the  Licensor's  contribution  shall be limited to one-half
          (50%) of the  royalties  payable to Licensor  by  Licensee  during the
          pendency of any such action.

          (i)  Trigger  Event Duties  Thereafter.  If at any time  hereafter any
               third  party  shall  infringe  any  unexpired   patent   licensed
               hereunder  and Licensor  shall give notice in writing to Licensee
               of the existence of such infringement, including such evidence of
               infringement  as Licensor may possess and if Licensee  shall fail
               to assist in the suit against such third party as provided  above
               or obtain a discontinuance  of such infringing  operations within
               six (6)  months  of the  date of  receipt  of such  notice,  then
               Licensor may at its election either  terminate this Agreement and
               the  rights,  privileges  and  license  herein  granted  and  any
               sublicenses  that may be granted  by the  Licensee  (pursuant  to
               provision 2.05 of Article II above) or bring suit in its own name
               as against such infringer.  Should Licensor bring suit in its own
               name as hereinbefore provided,  Licensee shall execute such legal
               papers  necessary  for the  prosecution  of  such  suit as may be
               requested by Licensor, and Licensor shall be liable for all costs
               and expenses of such  litigation and shall be entitled to receive
               and  retain  all  recoveries  therefrom.  In the  event  that the
               Licensor should undertake such litigation,  then the Licensor has
               the right to cancel the  exclusive  features of this  license and
               may thereupon license others in the Grant Territory.  In case the
               Licensee   terminates   this  Agreement  by  material  breach  or
               otherwise  failing  to  satisfy  its  duties as  defined  herein,
               Licensee shall assign to Licensor all sublicenses


================================================================================
                                       12
<PAGE>


               that may have been granted  hereunder  pursuant to provision 2.05
               of Article II of this Agreement.

          (ii) Rights  Reserved to Licensor.  Licensor shall have the right,  in
               any suit brought by the Licensee,  pursuant to the foregoing,  to
               be represented at its own expense by counsel of its own selection
               to  the  extent  of  having  access  to  full   information   and
               opportunity  to be heard in the  councils  and  attorneys  of the
               Licensee,  but such expense  shall not be  considered as costs or
               expenses of the litigation  unless Licensor elects to participate
               in the suit as provided in subparagraph (a) of this clause.

     (b)  Defense of Third Party Suit.  The Licensor  agrees  during the term of
          this Agreement to defend Licensee against any suit for infringement of
          any patent of third parties covering the Licensed  Material so long as
          said  patent(s)  were  issued  prior  to the  effective  date  of this
          Agreement in the Grant  Territory.  This  obligation is subject to the
          following conditions:

          (i)  Licensee  must  have  given  notice to  Licensor  of the claim of
               infringement  within  twenty  (20) days after  receipt of service
               thereof upon Licensee;

          (ii) Licensors  liability  shall be  restricted  to the defense of any
               suits arising from claims based on any of the Licensor's  letters
               patent, for the Licensed Material granted hereunder; and,

          (iii)Licensee shall render reasonable  assistance to Licensor or, upon
               the request of the Licensee and at the Licensor's  option,  shall
               be permitted to defend  against the suit and shall be entitled to
               receive and retain all recoveries, if any, therefrom.

     (c)  No  Effect  on  Royalties.  Upon  the  circumstance  of any  suit  for
          infringement  being  brought by  Licensee  and/or  Licensor or against
          Licensee and/or Licensor,  there shall be no effect upon the amount or
          schedule of royalties  owing from the  sublicensee or site operator as
          so defined in Article IV hereunder.

5.04  Improvements.  Licensee,  as a part of the  consideration  for the License
hereby  granted to it,  hereby  agrees to submit to Licensor  during the term of
this Agreement,  all  developments  or improvements in the Licensed  Material or
Know-how made by or at the instance of the Licensee,  and Licensee hereby agrees
that,  during  the  life  of  this  Agreement,  the  Licensor  and  each  of its
Affiliates,  both  past  and  future,  shall  have the  exclusive  right to said
developments and improvements, whether patented or unpatented.

     (a)  Assignment to Licensor.  Said  developments or  improvements  shall be
          entirely  assigned to the Licensor  and shall be the sole  property of
          the Licensor,  except,  however, that the Licensee shall automatically
          have an exclusive  license  thereunder in the Grant Territory  without
          additional charge.

     (b)  Development or Improvement.  As used herein the terms  development and
          improvement  mean any design,  process,  method,  modification,  idea,
          concept or Technology,  of whatever form, the use of which affects the
          Licensed Material in any one or more of the following ways:

          (i)  Reduces Process or Technology costs;

          (ii) Improves  the  efficiency  or  performance  of the Process in any
               manner;

          (iii)Improves the  efficiency or  performance of the Technology in any
               manner;

          (iv) Improves reaction efficiency or performance in any manner;

          (v)  In any  way  broadens  the  scope  or  range  of  Process  and/or
               Technology applicability;


================================================================================
                                       13
<PAGE>


          (vi) Increases marketability; or,

          (vii)Results in any further  invention that was reasonably  discovered
               as a direct or indirect  result of the  Licensor  disclosing  any
               information  herein  contemplated  as  necessary  to the  rights,
               privileges and license herein granted.

     (c)  Licensee's  Covenant to  Disclose.  The Licensee  hereby  covenants to
          immediately communicate any developments, improvements, modifications,
          further  inventions,  and  designs  it or  its  Related  Companies  or
          Affiliates may discover, make, or develop with respect to the Licensed
          Material,  Know-how  and  other  information  herein  contemplated  as
          necessary to the rights,  privileges and license herein  granted,  and
          shall fully disclose to the Licensor the nature and manner of applying
          and utilizing such improvements, developments,  modifications, further
          inventions and designs.  Failure to promptly comply with this covenant
          in any manner shall be deemed a material breach for which the Licensor
          may  pursue  termination  in full  accord  with  the  provisions  this
          Agreement.

     (d)  Development or Improvement by Licensor. The Licensor hereby agrees, as
          part of the  consideration  for this  Agreement,  that it  shall  make
          available all direct  Developments  and  Improvements  to the Licensed
          Material,  made  by or  at  the  instance  of  the  Licensor,  for  no
          additional cost and under the same terms as this Agreement,  except as
          provided for in subparagraph  5.04(d)(i)  hereof.  The Licensee hereby
          agrees that, during the life of this Agreement,  the Licensor and each
          of its  Affiliates,  both past and  future,  shall have the  exclusive
          right to said  Developments  and  Improvements,  whether  patented  or
          unpatented.   This   provision   shall  apply  only  to  those  direct
          Developments  and  Improvements  of the  Licensed  Material  that  are
          applicable to the same market (e.g.  liquid metal bearing  wastes) and
          the same media (e.g.  liquid)  that the  Licensed  Material  presently
          applies.

          (i)  Licensee to Bear Costs of Research and Development.  The Licensee
               hereby  agrees that it shall bear all costs and shall  compensate
               Licensor for all reasonable  expenses incurred by the Licensor in
               research  and   development   of  any  direct   Developments   or
               Improvements as provided for by  subparagraph 5.04(d) hereof. The
               Licensee  shall pay this amount to the  Licensor by reducing  its
               percentage  of the gross  receipts as provided in provision  4.02
               hereof and  Attachment  B,  annexed  hereto,  by 10% to 40% for a
               period of time until the amount  owing  under this  provision  is
               paid in full.

     (e)  New or  Different  Market.  In  the  event  that  any  Development  or
          Improvement  on the Licensed  Material  enables access to a new market
          (e.g. solid air or radioactive  waste),  the parties hereby agree that
          the terms of this  License  shall not  apply.  In such  instance,  the
          Licensee  shall  have the right of first  refusal on  entering  into a
          separate license with the Licensor for such new market Developments or
          Improvements.

5.05 License Under Foreign Patents; Requirement of Foreign Patents. The Licensee
shall have the right to the Licensed Material herein  contemplated under any and
all foreign  letters  patent now pending or hereafter to be filed  expressly and
exclusively  corresponding  to the herein defined United States letters  patent.
Under no  circumstance  shall the Licensee be permitted to use or sublicense the
Licensed  Material in any geographic  region or country for the purposes  herein
contemplated  prior to the  Licensor's  filing of the  application  for  letters
patent  corresponding to the herein defined United States letters patent in that
geographic region or country.

5.06 Licensor's Covenant to Disclose. In the event that the Licensor contacts or
is ever  contacted  directly by any third party  seeking to  remediate,  recover
and/or treat liquid streams of wastes  containing metals in the Grant Territory,
the Licensor hereby covenants to disclose the identity of any such party to


================================================================================
                                       14
<PAGE>


the Licensee and to  simultaneously  therewith refer such party to the Licensee,
except as provided for in Attachment C. annexed hereto.

5.07 Sales and Marketing;  Commissions to Licensor.  The Licensor shall have the
right to engage the market on its own behalf  provided that any such sales shall
be made through the Licensee,  upon which the Licensee shall pay a commission to
the Licensor's sales or marketing  agent,  which commission shall be paid out of
the Licensee's percentage of the gross per gallon receipts,  calculated on a per
site basis.  The  commission  shall be paid in accord with the provisions of the
relevant Licensor marketing agreement. All Licensor costs of sale shall be borne
by the  Licensee,  and shall be deducted  from its  percentage  of the gross per
gallon receipts, calculated on a per site basis.

5.08 Profit and  Commission on Licensor Sale of Licensee  Product.  In the event
that the efforts of the sales or marketing  agents of the Licensor result in any
sale of any product or service of the  Licensee,  the Licensee  shall pay to the
Licensor 50% of the relevant gross receipts, calculated on a per site basis (see
Attachment  B),  derived  from any use or sale of any  product or service of the
Licensee in the Grant Territory.  The Licensor shall pay the relevant commission
to the  Licensor's  sales or marketing  agent  responsible  for said sale of the
Licensee's product or service.


                                   ARTICLE VI
                                   ----------
        KNOW-HOW, TECHNICAL ASSISTANCE, PURCHASE OF ESSENTIAL COMPONENTS
        ----------------------------------------------------------------

6.01  Know-how  Commitment.  The Licensor  shall from time to time,  and to such
extent that it shall consider to be reasonably  necessary for the performance of
this  Agreement,  furnish to Licensee  information  essential to determining the
nature and extent of the  applicability of the Technology and Process.  Only the
Licensor has the right to divulge Know-how, and at no time shall the Licensee or
its Related  Companies or  Affiliates  divulge any Know-how  taught or otherwise
discovered.

     (a)  Delimination  of  Commitment.  The Licensor  shall  communicate to the
          Licensee  upon  request  such  information  relating  to the  Licensed
          Material  which shall in the opinion of the  Licensor be of use to the
          Licensee in its licensed  operations.  Such  information  shall at the
          option  of  the  Licensor,  consist  of  any  patent  disclosures  and
          applications,   technologies,   trade  secrets,   designs,   formulas,
          processes,   Know-how,   contracts,   samples,   feasibility  studies,
          work-plans,  project  documentation,   books,  instructional  volumes,
          notes,  drawings,  writings,  documents,  tiles, models,  photographs,
          videos,  drawings,  sketches,  ideas,  concepts  and any  improvements
          thereto, which are the subject matter of this Agreement,  and which is
          directly  applicable to the  operations of the Licensee or its Related
          Companies or Affiliates.  The Licensor shall  undertake in the initial
          feasibility studies,  work plan preparations,  designs and engineering
          development,  pursuant to the terms herein,  of each  individual  site
          with  respect  to the  Licensed  Material  and  may  provide  special,
          specific or additional  information pertaining thereto to the Licensee
          or its Related  Companies or Affiliates or sublicensees.  The Licensee
          shall cause to be paid the relevant  support owing to the Licensor for
          such additional information pursuant to the applicable fees delineated
          in Article  IV. To the extent  that the  Licensor  in its own  opinion
          deems this  information  to be necessary for the Licensee's use of the
          Licensed  Material,  the Licensor shall furnish such specific Know-how
          as the Licensor deems required and has in its possession.

     (b)  Covenant to Provide Technical Assistance. On the cost basis defined in
          Article IV and other terms herein defined,  the Licensor shall provide
          all reasonable  support to the Licensee and/or its Related  Companies,
          Affiliates,  sublicensees  or other  third  parties  in the use of the
          Licensed Material on a site by site basis.

     (c)  Excluded  Know-how.  Information  with respect to research and advance
          development  activities is not included in the scope of this Agreement
          and shall not be made available


================================================================================
                                       15
<PAGE>


          hereunder.  Nothing  contained  in this  Agreement  shall  oblige  the
          Licensor  or its  Affiliates  to make  available  to  Licensee  or its
          Related Companies or Affiliates any information concerning any further
          invention,  development  or  improvement  of  the  Licensor  until  an
          application  for letters  patent  thereon has been filed in the United
          States patent office.

6.02 Provision of Necessary Information. The Licensee shall cause to be provided
to the Licensor any and all  information  requested  and  otherwise  known to be
required,  as detailed  hereafter,  so that the  Licensor may conduct an initial
feasibility  study  and  prepare  a  preliminary  proposal  for each  site.  The
information required by the Licensor shall include, but shall not be limited to:

     (a)  Nature,  extent and  relative  degradation  of the site with  specific
          identifying information;

     (b)  Quantity,  flow,  throughput and influent  source  characteristics  as
          applicable;

     (c)  Specific details on the existing industrial processes and operations;

     (d)  Sufficient   characteristic  samples  of  the  waste  intended  to  be
          remediated and/or treated by the Licensed Material,  not less than one
          (1) gallon for  liquids  and five (5) pounds for soils,  sludges,  and
          other semi-solid wastes;

          (i)  Sampling  Procedure.  The  sampling  procedures  which  shall  be
               adhered to will be provided in the site specific SOP manuals.

     (e)  Desired nature, level and extent of treatment and/or recovery;

     (f)  Specific  site  information   (including   schematics  if  accessible)
          detailing  the site  accessibility,  structural  design  requirements,
          sewer availability, power and water supply availability, power type;

     (g)  Overall geophysical and hydraulic characteristics of the site; and,

     (h)  Any other  information  deemed  necessary by the Licensor on a site by
          site basis.

6.03  Non-Conformance of Information;  Off-Spec Wastes and/or Sites. As provided
herein,  the Licensor will be performing a feasibility  study for each site. The
parties recognize that this study is critical for determining the nature and the
extent  of the  applicability  of the  Technology  and  Process,  as well as the
design,  engineering  and  construction  for each site. In order to perform this
feasibility study, samples and other information must be provided. If the actual
site  or   waste   characteristics   materially   differ   from   the   samples'
characteristics,  the site or waste will be deemed by the  Licensor  to have not
met the original  specifications of the site. The  non-conforming  waste or site
will be deemed to be off-spec. The Licensee hereby agrees that it shall bear all
reasonable  costs and expenses  associated  with  re-performing  any  additional
feasibility studies, designs, proposals or work-plans.

6.04 Licensee to Bear Costs.

     (a)  Set-up.  The Licensor  will bear the costs of  preparing  its per site
          process  design  proposal and  work-plan.  The Licensee will cause the
          sublicensee and/or site operator, at its cost, to obtain all necessary
          approvals  needed to  operate  the site,  and will bear all  remaining
          costs associated with site set-up,  including but not limited to final
          process design, engineering,  construction, and operation. Any support
          required  at any time will be  provided  by the  Licensor  on the cost
          basis defined in Article IV. The Licensor or Licensee shall  designate
          a third-party  engineering  and/or  construction firm (hereinafter the
          "engineering  contractor")  for each site. The engineering  contractor
          shall  work  with the  Licensor  and will be  required  to enter  into
          separate  agreements  (including but not limited to nondisclosures and
          indemnifications)  directly with the Licensor.  The Licensee will bear
          any additional costs which may be charged for any regulatory, legal or
          permitting requirements, which requirements are the sole obligation of
          the Licensee or its Related Companies or the engineering contractor to
          comply with.


================================================================================
                                       16
<PAGE>


     (b)  Covenant  to Assist in  Design,  Engineering  and  Construction.  Upon
          satisfaction of the condition that the engineering  contractor  enters
          into any  separate  agreements  with  Licensor as the  Licensor  deems
          necessary, the Licensor covenants to assist the engineering contractor
          in the design,  engineering  and  construction  of that portion of any
          site in which the remediation,  recovery and/or  treatment  activities
          contemplated  by this  Agreement  shall  be  conducted.  The  Licensor
          further  covenants  that,  to the extent only that it is able, it will
          assist  the  engineering  contractor  in a  reasonable  manner  in the
          design,  engineering  and  construction of other portions of any site.
          The Licensor  shall  furnish  that  reasonable  Know-how  necessary to
          comply with the conditions of this covenant.

          (i)  Any support required at any time to comply with the conditions of
               this  covenant will be provided by the Licensor on the cost basis
               defined in Article IV.

     (c)  Covenant to Render  Technical  Assistance for Operation.  The Licensee
          shall designate for each site a Related Company, third party or itself
          as the Site  Operator.  The site  operator,  may at the  option of the
          Licensor, be required to enter into separate agreements (including but
          not limited to nondisclosures and indemnifications)  directly with the
          Licensor.  This  covenant  shall only be given upon the  execution  of
          these  agreements  in the event that the Licensor  elects to have said
          agreements executed.

          (i)  Upon  satisfaction  of  the  foregoing  condition,  the  Licensor
               covenants to assist and to render all  reasonable  technical  and
               other support required to initiate and maintain operation at each
               site,  for  only  those  portions  of  each  site  in  which  the
               remediation, recovery and/or treatment activities contemplated by
               this Agreement shall be conducted.

          (ii) Any support required at any time to comply with the conditions of
               this  covenant will be provided by the Licensor on the cost basis
               defined in Article IV.

          (iii)The  determination  as to whether any on-site  assistance  by the
               Licensor is required will be made solely by the Licensor.

6.05 Purchase of Essential  Components  Exclusively from Licensor.  The Licensee
shall cause the  sublicensee  and/or site  operator to purchase  all  components
termed herein as essential  directly from the Licensor pursuant to the following
terms and conditions:

     (a)  Essential Reagents.  The Licensee,  as a part of the consideration for
          the License  herein  granted,  hereby agrees to purchase the essential
          reagents directly from the Licensor.  There are two essential reagents
          for which this term  applies:  (1) SST;  and,  (2) a required  polymer
          compound. SST shall be purchased on a per gallon basis and the polymer
          shall be  purchased  on a per pound  basis  pursuant to the cost basis
          provided for in Article IV.

          (i)  Requirement of Manufacturing. At no time, except upon the express
               written  consent  and control of the  Licensor,  shall SST or the
               polymer be manufactured in the Grant Territory.

          (ii) Shipping.  All  costs  of  shipment  shall  be  borne by the site
               operator. The method of shipment shall be f.o.b.  (shipping) from
               point of  manufacture,  having  that  meaning  ascribed  to it by
               standard convention.

     (b)  Essential Process  Equipment.  Except upon the express written consent
          of the Licensor,  the Licensee, as a part of the consideration for the
          License herein granted,  hereby agrees to cause the sublicensee and/or
          site operator to purchase the  essential  process  equipment  directly
          from the Licensor.  All pieces or categories of equipment  which shall
          be deemed essential and shall be purchased  directly from the Licensor
          shall be detailed in the Site Specific Agreement for each site.


================================================================================
                                       17
<PAGE>


          (i)  Shipping.  All  costs  of  shipment  shall  be  borne by the site
               operator. The method of shipment shall be f.o.b.  (shipping) from
               the point of manufacture and/or distribution, having that meaning
               ascribed to it by standard convention.

     (c)  Licensor Covenants to Supply Essential Components. The Licensor hereby
          covenants  that it will within a reasonable  time supply the aforesaid
          essential components to the Licensee or its designated recipient on an
          as needed basis.

          (i)  Ability to Supply. As of the date hereof, Licensor represents and
               warrants to  Licensee  that it  presently  has and shall have the
               ability  to supply  the  aforesaid  essential  components  to the
               Licensee or its designated recipient.

     (d)  Excluded  Components.  The  Licensee or its Related  Companies  or any
          engineering  contractors  shall source and provide for all  components
          not herein referenced, or provided for in any Site Specific Agreement.

6.06 Covenant to Provide Training. Licensor hereby covenants and agrees to train
the  personnel of the site  operator for the  requisite  laboratory  and process
operations.

     (a)  Procedure on Training.  All personnel shall be trained over the course
          of two (2) weeks at the Licensor's principal facility at One KBF Plaza
          in  Paterson,  New Jersey - and a period of time not to exceed one (1)
          week on location at the individual site.

     (b)  Standard Operating Procedure.  As part of the preparation of the final
          design  proposal  for each site,  the  Licensor  shall  prepare a site
          specific Standard Operating Procedure (the "SOP") manual for the site.
          All  personnel  will be trained  according to the  standard  operating
          procedure of their respective sites.

     (c)  Indemnification on Failure to Comply with the SOP. The Licensee hereby
          agrees to  indemnify  and hold the  Licensor  harmless  from all loss,
          expense (including reasonable attorneys' fees) and damages arising out
          of any claims,  demands and liabilities  (including  claims by Related
          Companies,   sublicensees,   employees  and/or  other  third  parties)
          incurred by its, their own or the site operator's  neglect arising out
          of the  failure  to  strictly  abide by and  adhere  to the  terms and
          instructions  specified in the site SOP manual and the  relevant  Site
          Specific Agreement.

6.07  Assumption  of  Risk  by  Licensee.  Licensee  agrees  that  it  shall  be
responsible for damage to its or its Related Companies'  property and for injury
or death of its  employees  and agents  caused by any acts or  omissions  to act
arising from its or it's  sublicensee's  direction,  supervision or instruction,
including  negligence,  of the employees or agents of the  Licensor,  during the
performance of this Agreement.  The Licensee agrees to release the Licensor from
any and all  liability  for  loss or  damage  so  caused  to its or its  Related
Companies'  properties,  and further  agrees to indemnify  and hold harmless the
Licensor  against all claims and causes of action  arising out of such damage to
property or such injury or death of employees or agents, except where actions or
omissions  of the  Licensor or its agents  give rise to any claims,  demands and
liabilities.

     (a)  Environmental,  Health and Safety  Considerations.  Since the Licensee
          will hire or cause to be hired various  engineering  contractors,  the
          Licensee expressly  acknowledges that it will be the responsibility of
          such  engineering  contractors  as  well  as  the  Licensee,  not  the
          Licensor, to ensure that each site is ultimately designed, engineered,
          constructed and thereafter  operated in accordance with the applicable
          safety,  health,  and  environmental  standards or requirements of the
          Grant Territory,

     (b)  General  Indemnification.   Licensee  further  indemnifies  and  holds
          Licensor harmless from any and all claims,  demands,  causes of action
          and all costs of defense  incurred by the  Licensor  (including  court
          costs and reasonable attorney's fees actually incurred) which


================================================================================
                                       18
<PAGE>


          claims,  demands or causes of action are  asserted  by any third party
          whatsoever  including  employees  of  the  Licensee  and  its  Related
          Companies  and are  caused  or  alleged  to be caused by reason of any
          fault or defect in the design, construction or operation of any site.

     (c)  Survival.  The  provisions of this clause shall survive  expiration or
          termination of this Agreement for any reason and shall not be affected
          thereby.

6.08  Maintenance of Secrecy;  Restrictions;  Survival.  It is recognized by the
parties  hereto  that  information  in the form of Know-how  will be  disclosed,
taught or delivered by the Licensor  pursuant to this Agreement and will contain
and incorporate confidential information in which Licensor has and will continue
to have a proprietary  interest as the owner of such  information,  and Licensee
agrees to maintain,  and will maintain,  as confidential any and all information
disclosed  to  Licensee,  directly or  indirectly,  pursuant to this  Agreement.
Licensee  will  obtain from its  employees,  contractors,  consultants,  agents,
stockholders  and other persons  having access to Know-how  acquired by Licensee
from  Licensor  (or  any  possible  third  party  infringer),  pursuant  to this
Agreement,  duly binding  agreements from such persons,  in a form acceptable to
Licensor,  to maintain in  confidence  any such  information  disclosed  to such
person  by  Licensee.  Licensee  agrees  to reveal  Know-how  revealed  to it by
Licensor pursuant to this Agreement, only to such persons and only to the extent
as may be required to permit  Licensee to make possible the  utilization of such
Know-how  pursuant to this  Agreement.  The provisions of this  paragraph  shall
survive the termination of this Agreement.


                                   ARTICLE VII
                                   -----------
             DISTRIBUTION - MARKETING MINIMUM SALES AND BEST EFFORTS
             -------------------------------------------------------

7.01 Authorized Sales Channel. Licensee shall arrange for the sale or use of the
Licensed Material in the Grant Territory.

7.02 No Competitive Products. Licensee hereby covenants and agrees that it shall
not sell or use any  material  which may be regarded by the Licensor as directly
competitive with the Licensed Material,  except upon the express written consent
of the Licensor.

7.03  Reciprocal  Exchange of  Commercial  Information.  The Licensor  agrees to
furnish to the Licensee all  commercial and marketing  information  and contacts
which  it  has  heretofore   obtained  or  developed  in  connection   with  the
exp1oitation of the Licensed  Material in the Grant Territory,  and the Licensee
agrees to furnish to the Licensor all commercial and marketing  information  and
contacts  which it has heretofore  obtained or developed in connection  with the
exploitation of the Licensed Material in the Grant Territory.

7.04 Best Efforts of Licensee.  The Licensee hereby  covenants and agrees to use
its best  efforts to promote  the sale and use of the  Licensed  Material in the
Grant  Territory.  The Licensee  shall as soon as possible  after  receiving the
Licensed Material herein granted begin to sell and to arrange for penetration of
the Grant Territory. The Licensee shall at all times throughout the life of this
Agreement  exert its best  efforts to  create,  service,  supply  and  otherwise
satisfy as extensive a market for the Licensed  Material in the Grant  Territory
as is  possible.  Breach  of this  provision  in any  manner  shall be  deemed a
material  breach for which the  Licensor may pursue  termination  in full accord
with this Agreement.

     (a)  Duty to  Exploit.  It is  understood  and  agreed  that  the  Licensee
          undertakes  for itself the  obligation to sell the Licensed  Material,
          but  shall  not  incur  any  pecuniary  liability  for  breach of this
          undertaking,  it being  understood  and  agreed  that if the  Licensee
          declines to accept  otherwise  feasible  orders from any purchasers or
          fails  to meet  the  requirements  of any  purchaser  of the  Licensed
          Material provided for in orders accepted by die Licensee, the Licensor
          may license such other third  parties to supply the Licensed  Material
          to such  purchasers.  Said  licenses  to said third  parties  shall be
          confined to supplying  the Licensed  Material to only such  purchasers
          from whom the Licensee  may have refused to accept  orders or whom the
          Licensee has failed to supply, and said license shall be limited as to


================================================================================
                                       19
<PAGE>


          time only to the extent that the Licensee corrects such non-conforming
          conduct.  The  Licensor  agrees that,  in the event of the  Licensee's
          breach of this duty to exploit the Licensed Material, no license shall
          be granted to any third party upon terms more favorable than the terms
          then in force between the Licensee and the Licensor.

     (b)  Sales  Organization  and  Efforts.  The  Licensee  agrees to  maintain
          suitable sales personnel and exert its best efforts toward  vigorously
          promoting the sales and use of the Licensed Material, including prompt
          handling  of  all  inquiries,   personal  calls  on  customers  and/or
          potential site operators and local marketing to the extent permissible
          or practical in the Grant Territory.

7.05 Minimum Sales  Requirement.  If within any one (1) year period, as measured
by the anniversary date of the first Site Specific Agreement, there shall be any
less  than ten  (10)  additional  individual  sites in  operation  in the  Grant
Territory using the Licensed Material (i.e., ten additional sites each year), or
otherwise in substantial  completion of  construction,  the Licensor may, at its
option, choose to excise the  exclusivity  provisions  from this  Agreement  and
license  the  Licensed  Material  to others  for the  exploitation  of the Grant
Territory  market.  This requirement shall accrue and is to be satisfied only by
the sales and  marketing  efforts of the  Licensee;  any site or  contract  that
results  from the  sales or  marketing  efforts  of the  licensor  shall  not be
included  in the accrual or  satisfaction  of this  requirement.  Breach of this
provision in any manner shall be deemed a material breach for which the Licensor
may pursue termination in full accord with this Agreement.

7.06 Remedy on  Inability to Supply  Demand.  In the event of or at the time the
Licensee  should be unable to supply the Demand for the Licensed  Material,  the
Licensor shall have the right after reasonable  notice to the Licensee to engage
in sufficient efforts  (including  licensing to others) to fill such demand over
and above the then  present  capacity  of the  Licensee  but only so long as the
Licensee  shall be unable to fulfill said demand or otherwise  gives its consent
to the Licensor to engage in such efforts.  Otherwise,  the Licensor  shall have
the right to pursue termination in accord with Section 3.02 (a)(iv) hereof.


                                  ARTICLE VIII
                                  ------------
                 QUALITY CONTROL; STANDARD OPERATING PROCEDURES
                 ----------------------------------------------

8.01 Quality  Control.  Since quality  control and quality  assurance  protocols
(hereinafter "QC/QA") are essential to the efficient operation of the Technology
and  Process,  and the failure to conform to these  protocols  may result in the
failure of the Technology and Process to function as  contemplated  hereby,  the
Licensee  hereby  agrees  that it shall,  pursuant  to this  Agreement  and each
individual  Site  Specific  Agreement,  cause  strict  adherence  to  all  QC/QA
standards  for each  site  precisely  equivalent  to those  provided  for in the
Standard Operating Procedure (the "SOP") manual,  which manual shall be provided
to the Licensee  and/or site operator and the  individual  employees of the site
operator by the Licensor.

8.02 Standard  Operating  Procedures.  As part of the  preparation  of the final
design  proposal for each site,  the Licensor  shall prepare a site specific SOP
manual for each site,  all  personnel  trained by the  Licensor  will be trained
according to the standard  operating  procedure of their  respective  sites. All
necessary copies of the SOP manual shall be provided to trained personnel and/or
the site operator and/or the Licensee at the expense of the Licensor.

8.03 QC/QA Reporting Requirement. The Licensee shall, pursuant to this Agreement
and  each  individual  Site  Specific  Agreement,  cause to be  enforced  strict
compliance with all site specific QC/QA reporting  requirements detailed in each
site specific SOP manual, to be provided prior to the commencement of operations
at each site.

8.04 Procedure on Failure to Comply. Strict adherence to the QC/QA protocols and
the SOP  shall be  required.  Since  strict  compliance  with the SOP and  QC/QA
protocols  is  critical  to the  effective  use of the  Licensed  Material,  the
Licensee, as a part of the consideration for the License herein granted,  agrees
to


================================================================================
                                       20
<PAGE>


cause strict  compliance with the SOP and QC/QA protocols.  The Licensee further
covenants  that it shall  have  the  responsibility  and  authority  to  enforce
compliance of these  protocols,  and shall do so in strict  compliance  with the
terms and provisions of this Article.

     (a)  Notice of  Non-Compliance.  Any deviation from the QC/QA  protocols or
          any  material  operating  provision  of the  SOP  will  result  in the
          issuance of a Notice of  Non-Compliance.  The notice will issue to the
          Licensee as well as to the site operator.  The site operator will then
          be given  ten  days  (10) to cure the  compliance  deficiency.  If the
          deficiency remains uncured,  an additional notice will issue. The site
          operator  will  be  given  ten  (10)   additional  days  to  cure  the
          deficiency. This process of notice and instruction to cure will repeat
          a maximum of five (5) times for the same deficiency. If the deficiency
          at issue  still  remains  uncured,  the  Licensor  shall  issue to the
          Licensee and the site operator a Notice of Issuance of Penalty.

     (b)  Issuance of Penalty. The Licensor may issue to the Licensee a fine not
          to  exceed  $15,000  for each  penalty  required  to be  imposed.  The
          Licensee shall then enforce and make all reasonable efforts to collect
          this penalty as against the site operator.

     (c)  Visitation.  The  Licensor,  at its  option,  may at any time elect to
          visit  the site in  violation  in order to  ensure  correction  of any
          deficiency. The reasonable costs of any such visitation shall be borne
          equally by the Licensee and Licensor.

     (d)  Material  Breach.  Continued  persistent  failure to  correct  any one
          single  violation  and/or  deviation  from the  procedure  as outlined
          herein and in the  individual  per site SOP manuals over the course of
          any six (6) month  period  will be deemed a material  breach for which
          the Licensor may pursue termination in full accord with the provisions
          of this Agreement.


                                   ARTICLE IX
                                   ----------
                                MUTUAL COVENANTS
                                ----------------

Each of the parties hereto covenants to the other party as follows:

9.01  Incorporation  of Previous  Agreements.  The parties hereto agree that all
confidential  information and/or evaluation  materials,  respectively defined in
the   Nondisclosure   and   Confidentiality   Agreements   (collectively,    the
"confidentiality agreements"), executed by the parties on December 30, 1997, and
disclosed in furtherance of this Agreement,  shall remain  confidential  between
the  parties  and  there  will be no  disclosure  of these  materials  except as
provided under the terms of the confidentiality agreements and this Agreement.

9.02  Confidentiality  of Terms.  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 shall be no  disclosure of them by a
party without the written consent of the other party,  except as is necessary to
comply with any Legal and/or accounting disclosure requirements.

9.03  General  Confidentiality.  Except  as  otherwise  required  by  law  or in
connection with judicial,  administrative  or arbitration  proceedings (in which
case the disclosing  party shall be afforded a reasonable  opportunity to seek a
protective  order),  each  of  the  parties  agrees  not  to  (i)  disclose  any
confidential  information  herein  defined of the other party,  or the remaining
terms of this Agreement,  to any individual or entity (other than its directors,
officers,  employees,  agents  and  representatives  with a need  to  know  such
confidential  information) or (ii) use any confidential information of the other
party for any  purpose  other than  consummating  the  transaction  contemplated
hereby and,  with  respect to Licensee,  conducting  the  remediation,  recovery
and/or treatment contemplated herein.


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                                       21
<PAGE>


9.04 Mutual  Cooperation.  The parties  acknowledge that in order to further the
purposes  of this  Agreement,  information  containing  or  consisting  of trade
secrets,  customer lists and other confidential  information may be communicated
by either  party to the  other.  Such  information  may take the forms of plans,
drawings and data, and will be deemed confidential  unless otherwise  designated
by the  Licensor  of  Licensee as  "Non-Confidential  Information."  The parties
hereto agree to cooperate  after the execution of this  Agreement to the fullest
extent  reasonably  necessary to consummate  fully the transaction  contemplated
hereby, including but not limited to accounting for the transaction hereunder.

9.05  General  Indemnification  of Licensor.  The  Licensee  shall not incur any
liability or indebtedness in the name of the Licensor,  nor do or suffer any act
or thing  which may render the  Licensor  liable for the payment of any money to
any  third  person  for any  purpose  whatsoever,  except  as  herein  otherwise
provided. The Licensee hereby agrees to indemnify and hold the Licensor harmless
from all loss,  expense  (including  reasonable  attorney's  fees)  and  damages
arising out of any claims,  demands and liabilities  incurred by its own neglect
in  connection  with  the  fulfillment  of the  terms  and  conditions  of  this
Agreement.


                                    ARTICLE X
                                    ---------
                            MISCELLANEOUS PROVISIONS
                            ------------------------

10.01  Representations  and  Warranties  of  Licensee.  As of the  date  hereof,
Licensee represents and warrants to Licensee as follows:

     (a)  Authority.  Licensee has full power, capacity and authority (corporate
          or otherwise) to execute and deliver this Agreement, and to consummate
          the transactions  contemplated  hereby.  The execution and delivery of
          this Agreement, and the consummation of the transactions  contemplated
          hereby,  have been duly and validly  authorized  by  Licensee,  and no
          other proceedings (corporate or otherwise) on the part of Licensee are
          necessary  to  authorize   this   Agreement  or  to   consummate   the
          transactions  contemplated  hereby.  This  agreement has been duly and
          validly  executed  and  delivered  by Licensee,  and  (assuming  valid
          execution and delivery by Licensor)  constitutes the legal,  valid and
          binding agreement of Licensee.

     (b)  Consents and Approvals.  There is no authorization,  consent, order or
          approval of, or notice to or filing  with,  any  individual  or entity
          required to be obtained or given in order for  Licensee to execute and
          deliver this Agreement,  to consummate the  transactions  contemplated
          hereby and to fully perform its obligations hereunder.

     (c)  Absence of  Conflicts.  The  execution,  delivery and  performance  by
          Licensee of this  Agreement,  and the  consummation by Licensee of the
          transactions  contemplated  hereby  and  thereby,  will  not,  with or
          without the giving of notice or lapse of time or both, (i) violate any
          provision of law,  statute,  rule or regulation  to which  Licensee is
          subject,  (ii)  violate any order,  judgment or decree  applicable  to
          Licensee,  or (iii)  conflict  with or result  in a breach or  default
          under any term or condition of the Certificate of  Incorporation or By
          Laws of  Licensee,  or any  agreement  or  other  instrument  to which
          Licensee is a party or by which it is bound.

     (d)  Brokers  and  Finders.  Neither  Licensee  nor  any of  its  officers,
          directors,  employees,  Affiliates  or  associates  has  employed  any
          broker, finder or investment banker, or incurred any liability for any
          brokerage  fees,  commissions or finders' fees in connection with this
          Agreement or the transactions contemplated by this Agreement.

     (e)  Related  Companies  and  Affiliates.  The  Licensee  has the  means to
          exploit the entire market in the Grant  Territory,  and to arrange for
          timely  payment of all fees and  royalties  herein  defined  itself or
          through existing  arrangements  with Related  Companies or other third
          parties.


================================================================================
                                       22
<PAGE>


10.02. Licensee Covenant to Assist in Approvals.  The Licensee hereby covenants,
as part of the  consideration  of this  Agreement,  to engage in all  reasonable
efforts to secure all approvals  reasonably required by the Licensor,  including
but not  limited  to  approval  to the EPA SITE  program  and any and all patent
approvals in each national market in which the Licensee will market the Licensed
Material.

10.03 Survival of Representations and Warranties;  Covenants;  Indemnities.  All
representations, warranties, covenants and indemnities contained herein or made
in writing by any party in connection  herewith shall survive the termination or
expiry of this  Agreement  indefinitely.  All covenants  contained  herein shall
survive until performed  fully. The provisions for payment of (and accounting in
respect to) the fees  detailed in Article IV of this  Agreement and other monies
due to the Licensor under this Agreement shall survive the termination or expiry
of this Agreement.

10.04  Severability.  If any provision of this  Agreement or the  application of
such  provision  to any  person  or  circumstance  shall  be held  invalid,  the
remainder of this Agreement,  or the application of such provision to persons or
circumstances  other  than to those to which it was held  invalid,  shall not be
affected  thereby,  shall be  severable,  shall  inure to the  benefits  of both
parties and shall be valid and enforceable in accordance with their terms.

10.05 Further Acts. The parties hereto agree,  as part of the  consideration  to
this  Agreement,  to perform  such  further  acts and  execute  such  additional
instruments as may be necessary to carry out the full intent and purpose of this
Agreement.

10.06 Counterparts. This agreement may be executed in several counterparts, each
of which shall be deemed an original,  but all of which shall constitute one and
the same instrument.

10.07 Headings.  The article,  section and provision  headings contained in this
Agreement are inserted for convenience  only and shall not affect in any way the
meaning or interpretation of this Agreement.

10.08  Application.  This  agreement  applies to,  inures to the benefit of, and
binds the parties  hereto  and,  subject to the  express  assignment  provisions
hereof, their respective successors and assigns.

10.09  Scope.  This  agreement  together  with the  attachments  annexed  hereto
constitutes the entire  agreement  between the parties.  It supercedes any prior
agreement or understandings  between them as to the subject matter  contemplated
herein,  and it may not be modified  or amended in any manner  other than as set
forth herein.

10.10 Amendment and Modification.  This agreement may only be amended,  modified
or supplemented by written agreement of the parties.

10.11  Assignment.  Licensor  shall  have a right to  assign  any and all of its
rights under this Agreement to any Affiliate or other entity owned or controlled
by  Licensor  provided  that  Licensor  and the  assignee  shall be jointly  and
severally liable to perform all of Licensor's obligations hereunder.  Otherwise,
neither this Agreement nor any of the rights, interests or obligations hereunder
shall be  assigned  by either of the parties  hereto  without the express  prior
written consent of the other party,  except that Licensor or Licensee may assign
their respective rights and obligations under this Agreement to any purchaser of
all or  substantially  all of their  respective  assets  or the  assets or their
respective parent companies.

10.12 Waiver. Any failure of the Licensor,  on the one hand, or the Licensee, on
the  other,  to  comply  with any  obligation  herein  may be  expressly  waived
hereunder,  but such waiver  shall not operate as a waiver of, or estoppel  with
respect to, any subsequent or other  failure.  Any waiver must be in writing and
duly executed by the appropriate party. The remedies set forth in this Agreement
shall be  cumulative  and no one shall be construed as exclusive of any other or
of any remedy  provided by law.  The failure of any party to exercise any remedy
at any time shall not  operate as a waiver of them or the right of such party to
exercise any remedy for the same or subsequent default at any time.

10.13  Reservation of Rights.  All rights not specifically and expressly granted
to the Licensee by this Agreement are reserved to the Licensor.


================================================================================
                                       23
<PAGE>


10.14 Third  Parties.  Except as  specifically  set forth or referred to herein,
nothing herein shall be construed to confer upon or give to any party other than
the parties  hereto and,  only if  applicable,  their  successors  or  permitted
assigns, any rights or remedies under or by reason of this Agreement.

10.15 No Agency or Partnership.  The parties are not partners or joint venturers
nor is the  Licensee  entitled  to act as the  Licensor's  agent,  nor shall the
Licensor  be liable in respect of any  representation,  act or  omission  of the
Licensee of whatever nature.

10.16 Force  Majeure.  The parties hereto shall not be liable for the failure of
performance hereunder if occasioned by war, declared or undeclared, fire, flood,
acts of God,  interruption  of  transportation,  embargo,  accident,  explosion,
inability  to procure or  shortage  of supply of raw  materials,  equipment,  or
production facilities, prohibition of import or export of the Licensed Materials
covered hereby,  governmental orders, regulations,  restrictions,  priorities or
rationing,  or by strike,  lockout, or other labor troubles interfering with the
production or transportation of such goods or with the supplies of raw materials
entering  into their  production of or any other cause beyond the control of the
parties.  Any  suspension  of  performance  by reason of this  article  shall be
limited to the period  during  which  such  cause of  failure  exists,  but such
suspension shall not affect the running of the term of this Agreement.

     (a)  Merger  or  Acquisition.  In the  event  of  the  direct  or  indirect
          acquisition, or assumption of a 20% or greater controlling interest of
          the Licensee by any superior  authority,  the Licensor  shall,  at its
          option,  have  the  right  to  terminate  this  Agreement  at any time
          thereafter  upon giving written  notice thereof to the Licensee,  and,
          upon the giving of such notice of  termination,  this Agreement  shall
          terminate forthwith.

          (i)  Continuing   Rights  and  Obligations.   In  the  event  of  such
               termination,  the Licensee and/or the relevant superior authority
               shall be entitled to income as provided  for by the terms of this
               Agreement,  and shall  remain  obligated  to the Licensor for all
               royalties  payable  and  duties  owing  hereunder  for only those
               sites, as that term is herein defined,  existing upon termination
               in the event provided for by  subparagraph  10.16 (a) hereof.  In
               the event of any such termination,  the Licensor hereby covenants
               to  contract  or  otherwise  deal with the  Licensee  and/or  the
               relevant  superior  authority  on a  site  by  site  basis  as is
               reasonably necessary for each of these existing sites.

          (ii) Non-Exclusivity.   In  the  event  of  the  direct  or   indirect
               acquisition,  or  assumption  of a  20%  or  greater  controlling
               interest of the Licensee by any superior authority, the Licensor,
               at its option,  and in lieu of termination,  may choose to excise
               the  exclusivity  provisions  from this Agreement and may license
               the Licensed Material to others for the exploitation of the Grant
               Territory  market.  If the  Licensor  chooses  to  exercise  this
               option,  there  shall be no effect on the  royalties  payable and
               duties owing to the Licensor  pursuant to the remaining  terms of
               this Agreement

10.17 Conflicts. In the event that any provision,  term, condition, or object of
this Agreement may be in conflict with any law, measure,  ruling, court judgment
(by consent or otherwise),  or regulation of the any governmental  authority, or
any  department  or agency  thereof and the legal  counsel of either party shall
advise  that  in  their  considered  opinion  such  conflict,  or  a  reasonable
possibility of such conflict exists,  then either party may propose to the other
appropriate  modifications  of this  Agreement to avoid such  conflict.  In such
case, if an agreement or modification is not reached within sixty (60) days, the
party making such  proposal,  after thirty (30) day written  notice to the other
party, may terminate this Agreement in its entirety,  as of a date subsequent to
such thirty (30) days, and which shall be specified in said notice.

10.18  Government  Approval.  Any approval of this  Agreement by any  government
which may require the  Licensee to seek its  approval to enable the  Licensee to
enter into this Agreement or to make payments


================================================================================
                                       24
<PAGE>


hereunder  in United  States  dollars in the United  States of America  shall be
secured  in  writing by the  Licensee  who shall  supply the same or a true copy
thereof to the Licensor within six (6) months of the date of this Agreement.

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

10.20 Currency. Throughout this Agreement the currency is U.S. Dollars.

10.21 Entire  Agreement.  This  agreement  sets forth the entire  agreement  and
understanding between the parties as to the subject matter of this Agreement and
merges all prior  discussions  between them, and neither of the parties shall be
bound by any conditions, definitions, warranties or representations with respect
to the subject matter of this Agreement other than as expressly provided in this
Agreement  or as duly set forth on or  subsequent  to the date hereof in express
writing and signed by a proper and duly authorized  representative  of the party
to be bound thereby.  This written  agreement  embodies all of the understanding
and obligations between the parties with respect to the subject matter hereof.


                                   ARTICLE XI
                                   ----------
                                  GOVERNING LAW
                                  -------------

11.01  Governing  Law.  This  Agreement  shall be governed by and  construed  in
accordance  with  the laws of the  State  of New  York,  without  regard  to its
conflicts of law principles.


                                   ARTICLE XII
                                   -----------
                                NOTICE PROVISIONS
                                -----------------

12.01 Notices. All notices, consents, requests, demands and other communications
required or permitted hereunder shall not be binding unless in writing and shall
be deemed  to have  been  duly  given  when  delivered  by hand or by  facsimile
transmission  (transmission  confirmed and hard copy mailed by first class mail)
or three (3) days  after  mailed,  certified  or  registered  mail with  postage
prepaid:

          (a)  If to Licensor, to:

                        KBF Pollution Management, Inc.
                        1 KBF Plaza 
                        End of Jasper Street
                        Paterson,  New Jersey 07522
                        Attn:  Lawrence M. Kreisler
                        Fax No.:  973-942-7700

or to such other person or address as the Licensor shall furnish to the Licensee
in writing by notice given in the manner set forth above.

          (b)  If to the Licensee, to:

                        Solucorp Industries, Ltd.
                        250 West Nyack Road
                        West Nyack, New York 10994
                        Attn.:  Peter Mantia
                        Fax No.: 914-623-4987
             
or to such other person or address as the Licensee shall furnish to the Licensor
in writing by notice given in the manner set forth above.


================================================================================
                                       25
<PAGE>


12.02 Adequacy of Service.  Notice given personally shall be deemed given at the
time of delivery. Notice sent by post in accord with this clause shall be deemed
given at the  commencement  of business on the second business day following its
posting.  Notice sent by telefax or facsimile  transmission  in accord with this
clause  shall be  deemed  given at the time of actual  transmission  and must be
accompanied by notice by post. Notice sent by post must either be sent certified
mail, return receipt requested, or by Federal Express or other suitable licensed
overnight carrier.


                                  ARTICLE XIII
                                  ------------
                            DELIVERIES UPON EXECUTION
                            -------------------------

13.01  Deliveries.  The following  deliveries  shall be made upon  execution and
unless  waived  by the  appropriate  party in  writing  or by  consummating  the
transactions  contemplated  hereby  without them,  are  conditions  precedent to
execution of this Agreement:

     (a)  Letters  patent and  applications  for letters  patent of the Licensor
          (Attachment A);

     (b)  All  relevant  agreements  as and between the Licensee and any Related
          Company  in the Grant  Territory  with whom the  Licensee  intends  on
          working or partnering with to conduct the remediation, recovery and/or
          treatment activities contemplated herein;

     (c)  Samples, and precise quantity,  flow,  throughput and existing process
          data for the anticipated first site;

     (d)  All unrestricted common stock of the Licensee due upon execution; and,

     (e)  All other attachments to this Agreement as deemed reasonably necessary
          by either party.

13.02 Further Assurances.  Licensor and Licensee shall each deliver, or cause to
be delivered,  all other  documents  reasonably  required to be delivered by the
other  party at the  execution  and  shall  take all  other  actions  which  are
reasonably   necessary  or  appropriate   in  order  to  consummate   fully  the
transactions contemplated hereby.

13.03  Compliance  With Payment  Schedule.  Concurrently  upon execution of this
Agreement,  Licensee  shall pay all fees owing to  Licensor  in accord  with the
terms of Article IV.



IN WITNESS WHEREOF,  Licensor and Licensee have caused this Agreement to be duly
executed in their names by their proper  officers  thereunto duly authorized and
their corporate seals to be hereunto affixed on the date hereinafter set forth.

KBF POLLUTION MANAGEMENT, INC.                         SOLUCORP INDUSTRIES

By:/S/ LAWRENCE M. KREISLER                            By: /S/ PETER R. MANTIA
   ------------------------                                --------------------
        Lawrence M. Kreisler                                   Peter R. Mantia
        President, Chief Executive Officer                     President

Date: March 20 1998                                    Date: March 20, 1998
      -------------                                          ---------------



(Corporate Seal]                                                (Corporate Seal]

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                                       26