Exhibit 10.7
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                      MR3 TECHNOLOGY ACQUISITION AGREEMENT

         This Technology Acquisition Agreement ("Agreement") is made this 10th
day of April, 2002 ("Effective Date"), by and between Linsa Associates, Ltd.,
with its principal place of business at Pasea Estate, P.O. Box 958, Road Town,
Tortola, British Virgin Islands ("Purchaser") and MR3 Systems, Inc., with its
principal place of business at Pier 54, San Francisco, California 94107 ("MR3").

                                    RECITALS

         A. MR3 owns all right, title, and interest in and to that certain
technology and related documentation identified as MR3 Technology
("Technology"), the specifications for which are set forth in Exhibit A hereto;

         B. MR3 desires to sell, assign, grant, convey, and transfer the
Technology to Purchaser, and Purchaser desires to buy and acquire the
Technology, for use limited to the Restricted Area as defined in Exhibit B
hereto, in accordance with the terms and conditions of this Agreement;

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, MR3 and Purchaser, intending to be
legally bound, hereby agree as follows:

                                    AGREEMENT

1.       DEFINITIONS

         1.1.     Technology means, collectively, the full version of the
                  Technology, as specified in Exhibit A, together with any and
                  all documentation, improvements, corrections, modifications,
                  updates, enhancements or other changes, whether or not
                  included in the current version.

         1.2.     Technology Trade Secret means any scientific or technical
                  information, design, process, procedure, formula, or
                  improvement included in the Technology that is valuable, not
                  generally known in the industry, and gives the owner of the
                  Technology a competitive advantage over those competitors who
                  do not know or use such information.

         1.3.     Restricted Area means those countries and fields of use listed
                  on the attached Exhibit B.

2.       CONVEYANCE OF RIGHTS

         2.1.     For use only within the Restricted Area, MR3 hereby transfers,
                  grants, conveys, assigns, and relinquishes exclusively to
                  Purchaser all of MR3's right, title, and interest in and to
                  both the tangible and the intangible property constituting the
                  Technology, in perpetuity (or for the longest period of time
                  otherwise permitted by law), including the following corporeal
                  and incorporeal incidents to the Technology:

                  (a)      Title to and possession of the media, devices, and
                           documentation that constitute all copies of the
                           Technology, its component parts, and all
                           documentation relating thereto, possessed or
                           controlled by MR3, which are to be delivered to
                           Purchaser pursuant to Section 3 of this Agreement;
                           and

                  (b)      All right, title, and interest of MR3 in and to the
                           inventions, discoveries, improvements, ideas, trade
                           secrets, know-how, confidential information, and all
                           other intellectual property owned or claimed by MR3
                           pertaining to the Technology.
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3.       DELIVERY OF THE MAGNUM OPUS AND OTHER PHYSICAL OBJECTS

         3.1.     Within thirty (30) days after the Effective Date of this
                  Agreement, MR3 shall deliver to the Purchaser a copy of the
                  Magnum Opus together with copies of all other documentation
                  pertaining to the Technology referred to Exhibit A hereto.

         3.2.     Unless otherwise agreed by the parties, MR3 will select the
                  mode of shipment of such Section 3.1 items and the carrier and
                  will be responsible for and pay all packing, shipping, freight
                  and insurance charges.

4.       CONSIDERATION

         4.1.     Profit Share. In consideration for MR3's execution of this
                  Agreement and performance of the terms and conditions
                  contained herein, Purchaser and MR3 agrees to share all the
                  Distributable Profits (as defined in Section 4.3 below) to
                  which they are collectively entitled on a 50/50 basis.
                  Purchaser and MR3, collectively, shall be entitled to receive
                  100% of all Distributable Profits, less any percentage to
                  which a third party is entitled.

         4.2.     Equity Share.

                  (a)      MR3 shall have the right to acquire up to a 50% share
                           in the equity held by Purchaser of any entity
                           operating to exploit or commercialize the Technology
                           under this Agreement (an "Operating Entity"),
                           provided that MR3 may not acquire an equity share
                           greater than that of Purchaser. The purchase price of
                           any such equity share from Purchaser shall be
                           calculated on the basis of the then book value of
                           such Operating Entity at the time of such purchase.
                           MR3 may effectuate such a purchase of equity from the
                           Purchaser by either assigning all or a part of its
                           share in Distributable Profits under Section 4.1
                           above, or by making a separate cash payment.

                  (b)      Should Purchaser sell any of Purchaser's Equity Share
                           in an Operating Entity, prior to MR3 having acquired
                           all of the equity in such Operating Entity to which
                           MR3 would be entitled under Section 4.2 (a) above,
                           then Purchaser shall immediately distribute to MR3
                           that portion of the equity sale proceeds necessary to
                           equalize the proceeds received by MR3 and Purchaser
                           on a 50/50 basis.

         4.3.     Distributable Profits. Is defined as Net Revenue, less any
                  amounts held in reserve or required to be repaid to third
                  party investors or lenders in connection with the financing of
                  the construction or operation of any facilities necessary to
                  exploit or commercialize the Technology under this Agreement.
                  Net Revenue shall be defined as gross receipts less (i) the
                  sales commissions and expenses from the sale of output from
                  MR3 operations, (ii) Operating Expenses, and (iii) any taxes
                  related hereto. Operating Expenses shall mean all costs and
                  expenses incurred in connection with the acquisition,
                  planning, maintenance, operation, technical support, and
                  management of any facilities utilizing the Technology under
                  this Agreement. Operating Expenses shall not include any costs
                  or expenses incurred by either Purchaser or MR3 which are not
                  directly related to, or allocatable to, the performance of
                  either party under this Agreement.

         4.4.     Purchases at Cost. Any goods or equipment purchased by
                  Purchaser from MR3 under this Agreement shall be sold to
                  Purchaser at MR3's cost for such items, including any
                  shipping, insurance, taxes and like costs.

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5.       WARRANTIES OF TITLE

         5.1.     MR3 represents and warrants that:

                  (a)      Purchaser shall receive, pursuant to this Agreement
                           as of the Effective Date, complete and exclusive
                           right, title, and interest in and to all tangible and
                           intangible property rights existing in the
                           Technology.

                  (b)      it has developed the Technology entirely through its
                           own efforts for its own account and that the
                           Technology is free and clear of all liens, claims,
                           encumbrances, rights, or equities whatsoever of any
                           third party.

                  (c)      the Technology does not infringe any patent,
                           copyright, or trade secret of any third party;

                  (d)      the Technology has not been forfeited to the public
                           domain; and that the for the Technology have been
                           maintained in confidence;

                  (e)      all personnel, including employees, agents,
                           consultants, and contractors, who have contributed to
                           or participated in the conception and development of
                           the Technology either (1) have been party to a
                           relationship with MR3 that has accorded MR3 full,
                           effective, and exclusive original ownership of all
                           tangible and intangible property arising with respect
                           to the Technology or (2) have executed appropriate
                           instruments of assignment in favor of MR3 as assignee
                           that have conveyed to MR3 full, effective, and
                           exclusive ownership of all tangible and intangible
                           property thereby arising with respect to the
                           Technology;

6.       EXPORT CONTROLS AND RESTRICTIVE RIGHTS

         6.1.     The Technology and all underlying documentation or information
                  may not be exported, re-exported, or used by Purchaser or its
                  affiliates, into or in any country outside the Restricted
                  Area, if such activity would conflict with the territorial
                  rights of any other party; provided, however, that exportation
                  shall be permitted to the United States of America with the
                  written consent of MR3, which consent shall not be
                  unreasonably withheld. Purchaser acknowledges that any breach
                  of this Section 6 will irreparably harm MR3. Accordingly, in
                  the event of a breach, MR3 is entitled to promptly seek
                  injunctive relief in addition to any other damages and
                  remedies that MR3 may have at law or in equity.

7.       FURTHER ASSURANCES

         7.1.     MR3 shall execute and deliver such further conveyance
                  instruments and take such further actions as may be necessary
                  or desirable to evidence more fully the transfer of ownership
                  of all of the Technology to Purchaser. MR3 therefore agrees:

                  (a)      To execute, acknowledge, and deliver any affidavits
                           or documents of assignment and conveyance regarding
                           the Technology; and

                  (b)      To provide testimony in connection with any
                           proceeding affecting the right, title, or interest of
                           Purchaser in the Technology; and

                  (c)      To perform any other acts deemed necessary to carry
                           out the intent of this Agreement.

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8.       PROTECTION OF TRADE SECRETS

         8.1.     The parties agree to hold each other's Confidential
                  Information in confidence for a period of ninety-nine (99)
                  years following the Effective Date of this Agreement. The
                  parties agree, that unless required by law, they shall not
                  make each other's Confidential Information available in any
                  form to any third party or to use each other's Confidential
                  Information for any purpose other than the implementation of
                  this Agreement. Each party agrees to take all reasonable steps
                  to ensure that Confidential Information is not disclosed or
                  distributed by its employees or agents in violation of the
                  terms of this Agreement.

         8.2.     A party's "Confidential Information" shall not include
                  information that: (a) is or becomes a part of the public
                  domain through no act or omission of the other party; (b) was
                  in the other party's lawful possession prior to the disclosure
                  and had not been obtained by the other party either directly
                  or indirectly from the disclosing party; (c) is lawfully
                  disclosed to the other party by a third party without
                  restriction on disclosure; (d) is independently developed by
                  the other party; or (e) is required to be disclosed by any
                  judicial or governmental requirement or order (provided that
                  Recipient timely advises the disclosing party of the
                  governmental demand for disclosure).

9.       ACKNOWLEDGMENT OF RIGHTS; INTENT AND DUTY TO USE BEST EFFORTS

         9.1.     In furtherance of this Agreement, MR3 hereby acknowledges
                  that, from and after the Effective Date of this Agreement,
                  within the Restrictive Area Purchaser has acceded to all of
                  MR3's right, title, and standing to:

                  (a)      Receive all rights and benefits pertaining to the
                           Technology; and

                  (b)      Institute and prosecute all suits and proceedings and
                           take all actions that Purchaser, in its sole
                           discretion, may deem necessary or proper to collect,
                           assert, or enforce any claim, right, or title of any
                           kind in and to any and all of the Technology.

                  (c)      Defend and compromise any and all such action, suits,
                           or proceedings relating to such transferred and
                           assigned rights, title, interest, and benefits, and
                           perform all other such acts in relation thereto as
                           Purchaser, in its sole discretion, deems advisable.

         9.2.     The intent of the parties under this Agreement is for
                  Purchaser, within the Restricted Area, to exclusively use,
                  commercialize and exploit the Licensed Technology, and to
                  sublicense or assign to other entities the right to do the
                  same, including the development, processing, manufacture and
                  marketing of products and processing services and other
                  revenue producing sources and activities.

         9.3.     Purchaser shall devote its substantial time and diligent best
                  efforts to realize and effectuate the intent of this Agreement
                  and to manufacture, market, promote, and exploit the Licensed
                  Technology in an effort to foster its commercialization and
                  use, including the use of such best efforts to process, market
                  and distribute products and processing services in the
                  Restrictive Area in an efficient and expeditious manner.

10.      LIMITED WARRANTY; SUPPORT

         10.1.    MR3 represents and warrants that the Technology conforms in
                  all material respects to the functional Specifications set
                  forth in Exhibit A. With that sole exception, OWNER ASSIGNS
                  THE PROGRAM TO PURCHASER "AS IS," AND OWNER DISCLAIMS ALL
                  WARRANTIES EXPRESS OR IMPLIED WITH RESPECT TO THE PROGRAM,
                  INCLUDING (WITHOUT LIMITATION) ANY WARRANTY OR MERCHANTABILITY
                  OR FITNESS FOR A PARTICULAR PURPOSE. Purchaser's exclusive

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<PAGE>

                  remedy for breach of the foregoing warranty shall be to
                  require MR3 to correct any material nonconformance to such
                  Specifications or, at MR3's option, to receive repayment in
                  full of the Purchase Price.

         10.2.    During the term of this Agreement, MR3 shall provide full
                  technical support to the Purchaser on an ongoing, "as needed"
                  basis. All expenses, salaries, benefits and other obligations
                  incurred for the provision of such technical support shall be
                  paid by Purchaser.

11.      INDEMNITY

         11.1.    Indemnification. MR3 will defend, at its sole expense, any
                  claim, suit or proceeding brought against Purchaser which is
                  based upon a claim that (i) the Technology infringes any
                  patent, copyright, or trade secret, provided Purchaser gives
                  MR3 written notice within thirty (30) days of receiving notice
                  of such claim and provides MR3 reasonable cooperation in the
                  defense of the claim. MR3 will pay any damages and costs
                  assessed against Purchaser (or payable by Purchaser pursuant
                  to a settlement agreement) in connection with the proceeding.

         11.2.    Remedies of Purchaser. In the event that a court directs
                  Purchaser to cease use of the Technology, MR3 will either (i)
                  modify the Technology so that it is no longer infringing, or
                  (ii) procure for Purchaser the rights necessary for Purchaser
                  to exploit the Technology at no expense to Purchaser. If MR3
                  is unable to comply with either subsection (i) or (ii),
                  Purchaser, at its option may either replace the infringing
                  portions of the Technology with non-infringing technology at
                  MR3's expense, or terminate this agreement and receive a
                  complete refund of the purchase price.

12.      MISCELLANEOUS

         12.1.    Binding. This Agreement shall inure to the benefit of, and be
                  binding upon, the parties hereto, together with their
                  respective legal representatives, successors, and assigns.

         12.2.    Choice of Law. This agreement shall be governed by and
                  construed in accordance with the laws of the United States and
                  the State of California, as applied to agreements entered into
                  and to be performed entirely within California between
                  California residents.

         12.3.    Notices. Any notices given by either party hereunder will be
                  in writing and will be given by personal delivery, national
                  overnight courier service, or by U.S. mail, certified or
                  registered, postage prepaid, return receipt requested, to MR3
                  or Purchaser at their respective addresses specified above.
                  All notices will be deemed effective upon personal delivery,
                  or five (5) days following deposit in the U.S. mail, or two
                  (2) business days following deposit with any national
                  overnight courier service.

         12.4.    Entirety and Amendment. This Agreement and all exhibits hereto
                  constitutes the entire agreement and understanding between the
                  parties with respect to the subject matter hereof and
                  supersedes all prior or contemporaneous agreements, any
                  representations or communications. The terms of this Agreement
                  may not be amended except by a writing executed by both
                  parties.

         12.5.    Force Majeure. Neither party will be in default if its
                  performance is delayed or becomes impossible or impractical by
                  reason of any cause beyond such party's reasonable control.

         12.6.    Attorneys' Fees. Including an action for injunctive or
                  declaratory relief, or to pursue damages for any breach of
                  this Agreement, including all appeals, the prevailing party
                  shall be entitled to recover reasonable attorneys' fees,
                  litigation costs from the other party. The attorneys' fees and

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                  costs may be ordered by the court in the trial or appeal of
                  any action described in this paragraph, or may be enforced in
                  a separate action brought for determining attorneys' fees and
                  costs.

         12.7.    Except as otherwise provided by this Agreement, neither party
                  may assign its rights, duties and obligations under this
                  Agreement, without the prior written consent of the other
                  party, which consent shall not be unreasonably withheld, and
                  further provided that any such assignment is made expressly
                  subject to the terms and conditions of this Agreement, and the
                  assignee agrees in writing to be bound by the terms and
                  conditions hereof.

         WHEREAS, the parties have executed this agreement in counterparts, each
of which shall be deemed an original, as of the Effective Date first written
above.

LINSA ASSOCIATES, LTD.                     MR3 SYSTEMS, INC.



By: /s/ FRANCESCO CASTELLAZZI              By: /s/ RANDALL S. REIS
    ---------------------------------          ---------------------------------
    Francesco Castellazzi, President           Randall S. Reis, Chairman and CEO


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<PAGE>

                                    EXHIBIT A

MR3 Technology:            includes the proprietary high affinity metals
                           extraction and metals separation technology owned by
                           the and embodied in the MR3 Modules, and all of the
                           trade secrets, know-how, show-how, inventions,
                           patents including US Patent(s) and US Patent(s)
                           applications, lab books, formulae, processes,
                           computer systems, methods, discoveries, business
                           methods, confidential information, expertise,
                           copyrights, trademarks, service marks, plans,
                           drawings, sketches, prototypes, tooling and
                           information of any nature whatsoever which relates to
                           the MR3 Modules and their implementation in a MR3
                           Facility, including but not limited to the Know-How
                           for solubilizing metals as a method of feedstock
                           preparation for the high affinity metals extraction
                           process and the know-how for creating commercially
                           valuable products from that process; developed,
                           possessed, conceived and/or used by, including the
                           Process Package and any modifications, improvements
                           and translations thereof in respect of commercial and
                           industrial uses, not in the public domain.

                           Know-How: includes all technical knowledge (whether
                           or not patentable), unpatented inventions,
                           manufacturing and operational procedures, processes,
                           trade secrets, marketing techniques, skills and
                           ideas, and current and accumulated experience, which
                           has acquired or will acquire in connection with the
                           MR3 Technology including, but not limited to, the
                           following: (a) the amounts and types of locations,
                           personnel, machinery, equipment, raw materials,
                           chemicals and the like needed to create MR3 Modules
                           and to operate MR3 Facilities for the production of
                           End-Products and Processing Services, and (b) the
                           proper engineering, construction, installation,
                           maintenance, and repair of such System.

                           MR3 Facility: includes all the MR3 primary and
                           secondary equipment, MR3 Modules, media, facility
                           controls including, without limitation,
                           instrumentation, primary and secondary control
                           elements, shared display(s), control algorithms or
                           any software based functions necessary and required
                           to operate a plant, facility or system, and to
                           commercially implement the MR3 Technology, which
                           selectively removes targeted metals from feedstocks
                           or metals streams via high affinity metals extraction
                           to produce or render End-Products or Services. Each
                           MR3 Facility contains one or more MR3 Modules to
                           produce one or more specific metal End-Products or
                           Processing Services.

                           MR3 Module: includes the media, the container(s) and
                           the direct control system(s) for high affinity metals
                           extraction, used in the MR3 Technology.

                           Process Package: includes the set of information and
                           documentation required to design, specify, procure,
                           build and operate a MR3 Facility including but not
                           necessarily limited to Process Flow Drawing(s),
                           General Arrangement Drawing(s), Piping and
                           Instrumentation Diagrams, Detailed Process
                           Description, Detailed Functional Control Description,
                           Finalized Major Equipment List, and Major Process
                           Equipment and Instrumentation Data Sheets.

                           Magnum Opus: the treatise and document, authored by
                           Dr. Irving DeVoe and completed in April 1999, as well
                           as any amendments, corrections, additions or updates
                           that are made to it from time to time, containing an
                           extensive background to the Technology, including,
                           but also over and above the definitions of the
                           Technology included in this document.

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<PAGE>

                                    EXHIBIT B


Restricted Areas is defined as the following countries:

         Taiwan
         China (including Hong Kong, Macau and Mongolia)
         Korea (except any transaction with Korea Zinc Co., Ltd.)
         Japan
         Australia
         Bahrain
         Brunei
         Cambodia
         Egypt
         Federated States of Micronesia
         Iran
         Iraq
         Jordan
         Kuwait
         Lebanon
         India
         Indonesia
         Israel
         Laos
         Malaysia
         Maldives
         Myanmar
         Nepal
         New Zealand
         North Korea
         Oman
         Pakistan
         Saudi Arabia
         Singapore
         Sri Lanka
         Syria
         Thailand
         The Philippines
         United Arab Emirates
         Vietnam
         Yemen