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                     MEMORANDUM OF AGREEMENT

BETWEEN:

     FIRST AMERICAN SCIENTIFIC CORP. (FASC), a Company duly
     incorporated under the laws of Nevada, and having its head
     offices at #1003 - 409 Granville Street Vancouver, B.C., V6C
     1T2.

AND

     THE GREEN LEAF FIBRE COMPANY, LTD. (GLF), a company duly
     incorporated In Northern Ireland, and having its head offices at
     17 Hallynabraggett Road, Waringstown, Co Armagh, Northern
     Ireland.

WHEREAS

     FASC has filed a Patent application with the U.S. Patent Office
     dealing with the technology known as the Kinetic Disintegration
     System (KDS) (The Technology) and WHEREAS GLF is interested in
     conducting research mad development on the commercial viability
     of the Technology as it relates to the disintegration of rubber
     and related rubber products (herein called the Application),
     FASC and GLF agree that FASC will grant a licensing agreement to
     GLF and such licensing agreement will contain the following
     terms and conditions:

     1.   On the terms mad conditions herein contained, FASC licenses
          to GLF for the territory of U.K. the Application for the
          use of GLF to conduct a research  made development program
          (the Program) to analyze the performance of the KDS
          machine.

     2.   GLF is solely responsible for all costs and expenses,
          within the U.K., of the Program. 

     3.   FASC makes no representations or warranties as is to the
          success of the Program.

     4.   GLF is solely responsible for the cost of transportation of
          the KDS machine to the U.K. and is solely responsible for
          any modifications deemed not necessary during the Research
          Program.

     5.   GLF agrees that it is responsible for the in installation
          of suitable hydraulic and electronic components to enable
          full functionality to U.K. standards.  The Parties agree
          that GLF will undertake to extract an understanding of the
          KDS process by permitting the following academic and
          government bodies to research facilities: 
     
          - Queens University Belfast
          - University Of Ulster
          - Manufacturing Technology Partnership
          - Industrial Research on Technology Unit  




<PAGE> 49  

     6.   GLF will endeavor to brief FASC on a regular basis  on the
          progress of the Program and to make available the results
          of the Program.

     7.   In event at GLF satisfied with the conclusion of the
          Program, FASC, agrees to extend the license to permit GLF
          to continue the Program towards achieving commercial
          viability (the Operation). If GLF FASC are satisfied with
          the  the projected viability then both parties will enter
          into a Joint Venture Agreement to manage the ongoing
          Operation.

     8.   FASC and GLF agree on the following objectives and
          management of the Joint Venture Company:

          1.   In the event that GLF does not feel that the Operation
               is commercially viable; FASC and GLF cannot mutually
               agree to the terms of the Joint Venture Agreement; and
               GLF breaches any agreement with FASC, then GLF will
               forthwith, upon receiving a demand from FASC , return
               the KDS machine to FASC at the expense of  GLF.

          2.   In the event the process is deemed to be commercially
               viable in the rubber industry a Venture Company (JVC)
               will be set up to operate, manage, and/or grant
               licenses to businesses within the geographical
               boundaries of Europe.

          3.   FASC agrees to give rights (license) to the JVC for
               any enhanced technology developed as a result  this
               program or from any other program undertaken by FASC
               as applied to the rubber and rubber related industry.

          4.   FASC will register the enhanced technology as it
               applies to the new process.

          5.   The structure, management ad jurisdiction of the Joint
               Venture Company will be subject to a separate
               agreement which will include the following: 

               A.   The  Company will be a new special purpose
                    Company.
               B.   FASC will subscribe for 55% of  the Share
                    Capital and GLF will subscribe for 45% of Share
                    Capital.
               C.   The Management team and their expenses will form
                    part of the admin budget.

          6.   Should the process not be commercially viable in
               rubber industry, FASC will on mutually satisfactory
               terms, provide GLF  with a license for other
               applications. In any event, GLF will be given
               consideration on a right of first refusal basis, on
               any application for the territory of the U.K. and
               continental Europe.




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          7.   It is agreed that both parties are entitled to enforce
               by specific performance, injunction or  any other
               equitable remedy its respective rights.
     
          8.   This Agreement shall be interpreted in accordance with
               the laws of the Province of British Columbia and the
               laws of Canada.

     Agreed to this 17th day of September, 1998, as witnessed the 
signatures below.

First American Scientific     Green Leaf Fibre Company Ltd.


/s/ Jack E. Lovelock          /s/ illegible