EXHIBIT
      10.14


**TECHNOLOGY
      LICENSE AGREEMENT**





This
      Technology License Agreement (the “Agreement”) is made and entered into
      December15, 2004, between Bio-Products International, Inc. (“Bio-Products”), a
      company incorporated under the laws of the State of Alabama (the “Licensor”),
      and International Waste Processors, Inc. (“IWP”), a company incorporated under
      the laws of the State of Nevada (the “Licensee”) (the Licensor and Licensee may
      hereinafter be either individually referred to as the “Party” or collectively
      referred to as the “Parties”).





**PREMISES:**





Whereas,
      Dr. Michael II. Eley (“Eley”), in his continuous capacity as an employee of the
      University of Alabama in Huntsville (“UAH”), developed certain proprietary
      intellectual property, patented processes, and patent pending processes for
      the
      volume reduction, separation, recovery, and recycling of various components
      of
      waste materials, including without limitation, Municipal Solid Waste (“MSW”),
      which technology has been reduced to U.S. Patent No. 6,306,248 (the “U.S.
      Patent”) and Patent Cooperation Treaty, International Application No.
      PCT/US01/50049 (the “PCT”) (collectively, the “UAH Technology”). The UAH
      Technology constitutes the first of the two parts of the “Technology” (as
      defined herein). Eley is also a major stockholder, President and CEO of
      Bio-Products;





Whereas,
      pursuant to that certain Amended and Restated License Agreement, effective
      August 18, 2003, which supersedes and replaces the original license agreement
      date November 13, 1992, and all amendments thereto, between UAH and Bio-Products
      (the “Amended and Restated UAH License”) (a complete copy of which is attached
      as Exhibit
      A) ,
      UAH
      granted an exclusive worldwide license to Bio-Products covering the UAH
      Technology, including the rights to make, have made, use, lease and sell certain
      products, and to practice certain processes, and to license some or all of
      the
      rights granted to others, such products and processes being more specifically
      defined in the UAH License;





Whereas,
      Donald E. Malley (“Malley”) developed certain proprietary intellectual property,
      equipment designs, and process operating procedures related to the UAFI
      Technology, including the expertise and know-how for fabrication and continuous
      operation of a small waste reduction process plant at a commercial sanitary
      landfill for a period of eighteen months (collectively, the “M & M
      Technology”). Malley, the developer, and M & M Consulting, Inc. (“M &
M”), a company incorporated under the laws of the State of Mississippi and owner
      of the M & M Technology, have assigned all rights to the M & M
      Technology to Bio-Products (a complete copy of the Amended and Restated Stock
      Purchase and Assignment Agreement is attached as Exhibit
      B) .
      The M
& M Technology constitutes the second of the two parts of the “Technology”
(as defined herein). M & M is also a minority stockholder in Bio-Products,
      and Malley is a Vice President of ho-Products;




Whereas,
      Bio-Products desires to enter into a license agreement with the Licensee to
      provide the Technology and future improvements for the construction and
      operation of commercial scale municipal solid waste processing and recycling
      facilities subject to the terms and conditions set forth
      herein;








Whereas,
      the Licensee either has the financial resources, or has agreed to use their
      best
      efforts to secure the financial resources, for the design, engineering,
      fabrication and purchase of processing equipment, construction and operation
      of
      processing facilities, and marketing and promotion of commercial facilities
      that
      are compatible with the Technology;





Whereas,
      the Licensee desires to enter into a license agreement with Bio-Products to
      use
      the Technology for commercial purposes upon the terms and conditions hereinafter
      set forth;





Now,
      therefore, in consideration of the premises and the mutual covenants contained
      herein, the Parties hereto agree as follows:





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





For
      purposes of the Agreement, the following words and phrases shall have the
      following meaning:





1.1  “Technology”
      shall mean the inventions, technology, and proprietary intellectual property
      and
      information developed by Bio-Products, Eley, Malley, M & M, and UAFI created
      or discovered prior to or after the effective date of this Agreement, including,
      but not limited to, inventions, processes, process operating procedures and
      discoveries, patents, patent applications, trade secrets, developments, facility
      designs, equipment designs, works of authorship, formulas, software programs,
      techniques, information, expertise, know-how, data research, mask works, all
      intellectual and industrial property rights of any sort, all rights of
      integrity, disclosure and withdrawal, copyrights, trade names and trademarks,
      which are related to the recycling, processing, collection, storage, disposal,
      treatment, utilization or reduction of waste or waste components or the
      conversion of cellulosic materials to fuels or other materials or other use
      of
      cellulosic materials for the production of energy or otherwise. Technology
      includes without limitation, the UAH Technology, the M & M Technology,
      United States Patent Number 6,306,248 and Patent Cooperation Treaty
      International Application Number PCTIUSOI/50049.





1.2  “Third
      Party” shall mean any person or entity other than Bio-Products, Eley, Malley, M
& M, UAH, the Licensee and Sub-Licensees of the Licensee.





1.3  “Operating
      Day” shall mean a day in which the facility (i) processes waste equal to or in
      excess of the facility’s daily design capacity; or (ii) processes all of the
      waste brought to the facility for processing on such day; or (iii) processes
      as
      much waste as allowed by any downstream, limitation, such as but not limited
      to,
      any limitations on the downstream processing or disposal of the cellulosic
      product.




2





**ARTICLE
      II** **-** **GRANT
      OF LICENSE**





2.1  Subject
      to the terms and conditions of the Agreement, Bio-Products hereby grants a
      license to the Licensee to utilize the Technology to construct and operate
      commercial scale municipal solid waste processing and recycling facilities
      in
      the following countries: China, Japan, Korea, France Iraq, Afghanistan, United
      Arab Emirates, Bahrain, Kuwait, Oman, Qatar, Saudi Arabia, Yemen, Jordan, Egypt,
      and Israel.





(a)
            The
                license granted by Bio-Products to the Licensee under this Agreement
                shallbe
                exclusive in all of the above named
                countries.





(b)
            For
                each facility to be constructed and operated under this Agreement
                by the
                Licensee, a proposal on the economic feasibility of the facility
                shall be
                prepared and submitted to Bio-Products for review and comment.
                Bio-Products shall submit its comments in writing to the Licensee
                in a
                timely manner, not to exceed sixty (60) days. If the Licensee, at
                its
                discretion, decides to proceed with said facility, then the Licensee
                shall
                grant a site-specific sub-license to a USA entity (the “Sub-Licensee”)
                that shall own and/or operate the facility. Such sub-license agreement
                shall be subject to the approval of Bio-Products, which approval
                shall not
                be unreasonably withheld.





2.2  The
      term
      of this license shall extend from the effective date of the this Agreement,
      for
      a period of twenty (20) years, unless extended, terminated or replaced by
      agreement of the Parties hereto, or unless otherwise extended or terminated,
      as
      elsewhere provided in this agreement. This Agreement shall be extended
      automatically in any of the countries named in Paragraph 2.1 until the
      expiration date of the last patent issued to Bio-Products and/or UAH covering
      the Technology in any of the said countries.





2.3  Anything
      to the contrary contained elsewhere in this Agreement notwithstanding,
      Bio-Products shall retain all of the exclusive rights granted under the UAI-I
      License and all of the exclusive rights obtained by assignment from Malley
      and M
& M, including the worldwide exclusive right to license some or all of its
      rights not granted to the Licensee under this Agreement to Third Parties to
      utilize the Technology.





**ARTICLE** **III
      -** **FEES,
      ROYALTIES. AND OTHER CONSIDERATION**





3.1  Licensee
      shall pay a one-time licensing fee of one hundred thousand dollars ($100,000
      USD) per country upon obtaining a contract to construct a facility in any of
      the
      countries in Paragraph 2.1. All amounts of money in this Agreement shall be
      in
      United States Dollars (“USD”).





3.2  The
      Licensee or its Sub-Licensee shall pay to Bio-Products a one-time royalty of
      ten
      thousand dollars ($10,000.00 USD) per ton of capacity for each facility to
      be
      constructed in the countries named in Paragraph 2.1 until this Agreement or
      any
      extension thereof expires or is terminated. The one-time royalty shall be paid
      in five (5) installments as follows: (i) Twenty percent (20%) within thirty
      (30)
      days after the effective date of the sub-license agreement for the facility,
      (ii) twenty percent (20%) within thirty (30) days after completion of plant
      design and equipment specifications for the facility, (iii) twenty percent
      (20%)
      within thirty (30) days after completion of equipment vendor selection and
      issuance of equipment purchase orders for the facility, (iv) twenty percent
      (20%) within thirty (30) days after final equipment shipment from the USA to
      the
      facility site, and (v) twenty percent (20%) within thirty (30) days after
      completion of employee training. All of the above shall be performed either
      in
      the USA or a mutually satisfactory foreign location. Design engineering,
      equipment specifications, equipment vendor selection shall be completed in
      cooperation with a qualified engineering firm that is acceptable to Bio-Products
      and that will supervise the on-site construction and equipment installation.
      Payment of said royalties shall be by wire transfer of funds to a Bio-Products
      bank account.


3




3.3  As
      additional consideration and for their experience and know-how regarding the
      Technology, the Licensee or its Sub-Licensees shall pay Bio-Products a monthly
      fee for technical services. Such technical services shall initially be provided
      by Eley and Malley who are employees of Bio-Products, and who agree to provide
      whatever technical services are reasonably requested of them by Licensee or
      its
      Sub-Licensees. Payments to Bio-Products for the technical services shall be
      ten
      thousand dollars ($10,000 USD) per month payable on or before the first
      (1 st )
      business day of the month following the Licensee’s or its Sub-Licensees’ initial
      down payment for the process vessels for construction of the licensee’s plant
      and continuing each month thereafter until the facility has been in operation
      for thirty (30) Operating Days, as defined in Paragraph 1 .3 (the “Operational
      Date”). During any above period Bio-Products shall provide whatever services are
      reasonably requested of it by Licensee or its Sub-Licensees. Bio-Products and
      Licensee agree that all phases of the design and construction of a facility
      in
      the countries named in Paragraph 2.1, including employee training shall occur
      in
      the United States or a mutually agreeable foreign location.




If
      at any
      time Bio-Products fails to undertake technical services requested, then Licensee
      or its Sub-Licensees may cease all payments as set forth in this Paragraph
      3.3,
      until such time as the failure to undertake the technical services request
      is
      remedied.




3.4  All
      facilities to be constructed and operated under this Agreement shall be
      connected to Bio-Products via the Internet and video communications for
      monitoring the operation of key pieces of equipment and videoconferences with
      facility management and maintenance personnel. For technical services to be
      provided by Bio-Products during periods not included in Paragraph 3.3, Licensee
      or its Sub-Licensees shall pay five hundred dollars ($500 USD) per day, based
      on
      eight (8) hours per day, per person payable in ten (10) days after receipt
      of an
      invoice from Bio-Products. Bio-Products shall invoice Licensee or its
      Sub-Licensees for such technical services no more than once each month. The
      daily rate for technical services provided by Bio-Products of five hundred
      dollars ($500 USD) shall be adjusted January 1 of each year based on the United
      States Department of Labor’s Bureau of Labor Statistics’ Consumer Price Index,
      using the date of this Agreement for determining the base for computing the
      adjustment. For example, assuming the base for the date of this Agreement is
      100
      and the index figure on the date for adjustment is 105, the adjustment would
      be
      105/100=105%. The existing daily rate of five hundred dollars ($500 USD) would
      then be increased by five percent (5%) or twenty-five dollars ($25 USD) to
      five
      hundred twenty-five dollars ($525 USD).


4




3.5 **  Additionally,
      with respect to the technical services provided by Bio-Products, the Licensee
      or
      its Sub-Licensees shall either provide pre-paid expense accounts or reimburse
      Bio-Products and/or its employees for the reasonable transportation, lodging,
      food, and other expenses incurred by Bio-Products and/or its employees in the
      performance of such technical services for the Licensee or its Sub--Licensees.
      In either case, itemized expense reports and receipts shall be submitted to
      the
      Licensee or its Sub-Licensees by Bio-Products and/or its employees within ten
      (10) business days of completion of travel or a specific project in which
      expenses arc incurred. The Licensee shall establish a travel expense policy
      and
      procedure, which policy and procedure its Sub-Licensees and Bio-Products and/or
      its employees shall adhere to unless the Parties agree, in writing, otherwise.
      Any reimbursement for expenses shall be paid by the Licensee or its
      Sub-Licensees within ten (10) business day of receipt of such expense reports
      submitted by Bio-Products and/or its employees.





3.6  For
      all
      facilities to be sub-licensed under this Agreement, the Licensee agrees that
      the
      facility design, equipment designs and specifications, on-site engineering
      firm,
      and all facility management and maintenance personnel must be approved by
      Bio-Products, which approval shall not be unreasonably withheld.





3.7  Due
      to
      the proprietary nature of the process vessel design, the Licensee agrees that
      Bio-Products shall maintain the exclusive right of vessel manufacture, and
      the
      Licensee and its Sub-licensees shall purchase all required vessels exclusively
      from Bio-Products. The purchase price shall be cost plus fifteen percent (15%),
      not including shipping costs or taxes. All other equipment required for
      construction and operation of waste processing and recycling facilities
      utilizing the Technology may be purchased from other vendors with mutual
      agreement between the Licensee, its Sub-Licensees, Bio-Products, and the on-site
      engineering firm. All vessels to be constructed under this Agreement are to
      be
      built to Bio-Products’ specifications by or under the supervision of Mississippi
      Tank Company (“MTC”) and shipped to the requested locations. Shipping costs and
      applicable taxes shall be itemized and included in the cost of vessels and
      shall
      be invoiced to and paid by the Licensee or its Sub-Licensees. Bio-Products
      shall
      from time to time seek the qualifications of and obtain cost quotations from
      alternative vessel manufacturers to manufacture future process vessels as needed
      such that the same may be provided to Licensee or its Sub-Licensees having
      equal
      or higher quality than that established by Bio-Products from MTC and may be
      transported to the required facility at a cost equal to or less than that
      established by Bio-Products from MTC, including the cost of shipping and taxes.
      If future vessels arc purchased at a cost, excluding shipping costs and taxes,
      below the most recent purchase price, Licensee and its Sub-Licensees agrees
      to
      pay Bio-Products an amount equal to twenty-five percent (25%) of the cost
      savings.





3.8  The
      Licensee shall maintain all such books and records as are necessary to
      accurately determine all amounts due and payable to Bio-Products, Eley, Malley,
      or its other employees under Article III of this Agreement, which books and
      records the Licensee and/or its Sub-Licensees shall make reasonably available,
      upon the submission of a written request from Bio-Products for inspection by
      Bio-Products and/or its designated representative at a time mutually convenient
      to Bio-Products and the Licensee. Bio-Products agrees to treat all such
      information respecting Licensee’s books and records as
      confidential.


5





3.9  All
      payments shall be paid by wire transfer of funds to a bank account to be
      designated by Bio-Products.





**ARTICLE
      IV** **-** **INVENTIONS
      AND DISCOVERIES**




4.1  All
      rights, title, and interest in and to the Technology and all patent applications
      and patents thereon or relating thereto as presently exist, both foreign and
      domestic, shall remain the sole and exclusive property of Bio-Products and/or
      UAH. In addition, patents and patent applications, both foreign and domestic,
      with respect to the existing Technology shall be applied for and prosecuted,
      and
      if received, shall issue solely in Bio-Products’ or UAH’s name.





4.2  All
      rights, title, and interest in and to all future inventions, processes,
      enhancements, improvements and other discoveries made by Bio-Products, or any
      person acting for and under the direction of Bio-Products or the Licensee,
      or
      any other employee or agent of Bio-Products, or the Licensee, relating to the
      Technology shall be owned by Bio-Products and/or UAH. All patent applications
      and patents thereon, foreign and domestic, whether made by any of the Parties
      or
      UAH, or jointly by the Parties and UAH or jointly by at least one employee
      of
      each Party, shall be owned exclusively by Bio-Products and/or UAH. Bio-Products
      shall provide the Licensee with detailed information concerning all such
      related, future inventions, processes, enhancements, improvements and other
      discoveries upon request. To the extent required to accomplish the foregoing,
      the Licensee shall execute any and all assignments of patents or other documents
      to Bio-Products and/or UAH, if required for any such patents to issue in
      Bio-Products’ or UAH’s name. For future patents to be applied for and prosecuted
      in any of the countries named in Paragraph 2.1, Licensee shall request such
      action and agree to reimburse Bio-Products for the costs of such application
      and
      prosecution, and if granted also reimburse Bio-Products for the issuance and
      maintenance fees. Bio-Products hereby grants to the Licensee an exclusive
      license in the countries named in Paragraph 2.1, subject to the same terms
      and
      conditions set forth in this Agreement, to utilize all such future inventions,
      processes, enhancements, improvements and other discoveries at no additional
      royalty or cost, except that the term of this Agreement shall be extended by
      agreement of the Parties or automatically to the expiration date of any
      subsequently issued patent in any of the countries named in Paragraph
      2.1.





4.3  The
      Technology of Bio-Products and/or UAU shall be maintained by the Licensee free
      and clear of all liens and encumbrances or rights of any Third Party. Neither
      Bio-Products nor Licensee shall sub-license, encumber, transfer or assign the
      Technology of Bio-Products and/or UAH without the written consent of the other
      party, except as provided in this Agreement.





4.4  The
      provisions of this Article shall apply to both foreign and domestic inventions,
      processes, enhancements, improvements and other discoveries relating to the
      Technology and to all patent applications and patents related
      thereto.





4.5  The
      Parties shall cooperate in good faith to protect any such invention, process,
      enhancement, improvement or other discovery, and to make all necessary
      applications, assignments, as provided herein, and filings, including patents,
      industrial designs, copyright registrations, trademark registrations and other
      legal protections, necessary or helpful to protect their interests
      therein.


6





**ARTICLE
      V** **-** **REPRESENTATIONS
      AND WARANTIES**


**OF
      BIO-PRODUCTS**





Bio-Products
      hereby represent and warrants, as of the date hereof, as follows:





5.1  Bio-Products
      is a corporation, duly organized, validly existing and in good standing under
      the laws of Alabama. Bio-Products has all requisite power and authority,
      corporate and otherwise, to execute, deliver, observe, and perform its
      obligations under, this Agreement. The execution, delivery and performance
      by
      ho-Products of this Agreement have been duly authorized by all necessary
      corporate action and does not and will not violate Bio-Products’ Articles of
      Incorporation or Bylaws or any provision of any agreement, law, rule,
      regulation, order, writ, judgment, injunction, decree, determination, or award
      presently in effect to which Bio-Products is a party or is subject.





5.2  Bio-Products
      possesses all such franchises, licenses, patents, or other rights necessary
      to
      enter into, and satisfy its obligations under, this Agreement, without (to
      the
      best of Bio-Products knowledge) any conflict with, or infringement of, the
      franchises, licenses, patents or other rights of Third Parties.





5.3  Bio-Products
      has the exclusive rights to grant some or all of its rights or licenses to
      Third
      Parties to utilize the Technology not granted to the Licensee under this
      Agreement in various geographical locations worldwide.





5.4  There
      is
      no action, suit, proceeding or claim pending or, to the knowledge of
      Bio-Products, threatened against Bio-Products in any way relating to the
      Technology. There is no action, suit, proceeding or claim pending or, to the
      knowledge of Bio-Products, threatened against Bio-Products’ properties, assets
      or business which might have a materially adverse effect on Bio-Products’ rights
      or ability to perform this Agreement in accordance with its terms. No
      investigation by any governmental agency is pending or threatened against
      Bio-Products or the properties, business, or goodwill of Bio-Products, which
      has
      or might have a materially adverse effect on Bio-Products’ rights or ability to
      perform this Agreement in accordance with its terms. There is no outstanding
      order, writ, injunction, or decree of any court, government or governmental
      agency against Bio-Products or its assets, business or goodwill. Bio-Products
      is
      not in violation of any law or governmental regulation applicable to it, to
      the
      Technology, or to its properties or business, including but not limited to
      any
      applicable safety, environmental control, or similar law or
      regulation.





5.5 **  There
      is
      no claim or demand of any Third Party pertaining to, or any proceedings, which
      are pending or, to the knowledge of Bio-Products, threatened which challenge
      the
      rights of Bio-Products in respect of any of the Technology. No technology owned,
      licensed or used by Bio-Products is subject to any outstanding order, decree,
      judgment, or stipulation by or with any court, arbitrator or administrative
      agency, or, to the best of Bio-Products’ knowledge, infringes upon the rights of
      Third Parties.


7





5.6  Bio-Products
      reserves the right to, but as of the effective date of this Agreement has not,
      put any Third Party on notice of, and is not a party to any suit alleging,
      any
      infringement or alleged infringement of any of the Technology. Bio-Products
      is
      aware that there are currently bases for putting certain Third Parties on notice
      and/or filing claims, action, or litigation alleging infringement of the
      Technology.





**ARTICLE
      VI- INDEMNITY AND INSURANCE**




6.1
                (a)
            The
                  Licensee and its Sub-Licensees shall indemnify defend and hold
                  Bio-Products, M&M, and UAH and their respective directors, trustees,
                  officers and employees harmless from and against any and all claims
                  and
                  expenses, including reasonable attorneys’ fees and other legal expenses,
                  arising our of the death or injury of any person or persons, any
                  damage to
                  the property, or any other claim, proceeding, demand, expense,
                  or
                  liability of any kind whatsoever resulting from, or attributable
                  to
                  utilization of the Technology in any of the countries named in
                  Paragraph
                  2.1 (see Paragraph 10.3 below and Exhibit
                  A).


(b)
            At
                least ten (10) days prior to commencement of any activities on the
                site of
                each facility of the Licensee or its Sub-Licensees to be constructed
                and
                utilize the Technology pursuant to this Agreement, the Licensee or
                its
                Sub-licensee shall provide to Bio-Products copies of certificates
                evidencing the purchase of policies of insurance against the liabilities
                described in Paragraph 6.1 (a), naming UAH and all of the Parties
                hereto
                as additional insured, in amounts not less than one million dollars
                ($1,000,000 USD) per claim.





**ARTICLE
      VII- PATENT INFRINGEMENT**




7.1(a)
            Bio-Products
                  shall notify the Licensee, and the Licensee shall notify Bio-Products,
                  of
                  any infringement suits that may be brought against any Party to
                  this
                  Agreement within three days after learning of the existence thereof.
                  Bio-Products and/or UAFI shall defend at their own expense all
                  infringement suits relating to the existing Technology, and any
                  future
                  discoveries, inventions, improvements, processes and enhancements
                  described in Paragraphs 4.1 and 4.2 of the Agreement. In connection
                  with
                  the defense by Bio-Products and/or UAH of any Third Party claim,
                  the
                  Licensee shall take reasonable actions as are necessary or desirable
                  to
                  assist Bio-Products and/or UAH in any such action. If the Licensee
                  is
                  called upon to take action in a way, which requires it to make
                  available
                  its own personnel or to retain counsel and/or experts, Bio-Products
                  shall
                  reimburse the Licensee for the direct costs of the Licensee’s personnel
                  involved and for the fees and disbursements incurred on account
                  of the
                  Licensee’s counsel and experts. Such reimbursement of the Licensee shall
                  be by deduction from amounts to be paid to Bio-Products by the
                  Licensee
                  for use of the Technology under this
                  Agreement.




8




(b)
            The
                Licensee shall at its own expense defend all infringement suits relating
                to any variations, modifications and alterations of the Technology
                that
                were made by the Licensee without the written acknowledgement and
                consent
                of Bio-Products to make any such variations, modifications, and
                alterations of the Technology. The Licensee shall not be entitled
                to any
                deduction from amounts due Bio-Products on account of such
                expenses.





7.2  Bio-Products
      shall have the sole right (but not the obligation) to take enforcement action
      against or settle infringement activity arising under any of the patents
      covering the Technology. If Bio-Products is unable to take enforcement action
      or
      settle infringement activity for financial reasons, Bio-Products may request
      Licensee to provide financing to jointly with Bio-Products take such action.
      Licensee shall, at its sole discretion, determine whether to provide the
      financial resources for any such action. The Licensee shall take all reasonable
      actions as are necessary to assist Bio-Products in any such action. If the
      Licensee is called upon to take action in a way, which shall require it to
      make
      available its own personnel or to retain counsel and/or experts, Bio-Products
      shall reimburse the Licensee for the direct cost of the Licensee’s personnel
      involved and for the fees and disbursements incurred on account of the
      Licensee’s counsel and experts. Such reimbursement of the Licensee shall be by
      deduction from amounts to be paid to Bio-Products by the Licensee for use of
      the
      Technology under this Agreement.





7.3  In
      connection with the defense by Bio-Products of any Third Party claims not
      addressed in Paragraphs 7.1 or 7.2, the Licensee shall participate and
      cooperate, as Bio-Products shall, from time to time, reasonably request. If
      the
      Licensee is called upon to take action in a way which shall require it to make
      available its own personnel or to retain counsel and/or experts, the Licensee
      shall be entitled to a deduction from any amounts due Bio-Products under this
      Agreement. If there are no such amounts due Bio-Products under this Agreement,
      then Bio-Products agrees to pay Licensee all personnel, counsel, expert and
      courts costs thirty days after notification of such expenses by the Licensee
      in
      connection with Bio-Products’ defense of such suits.





**ARTICLE
      VIII** **-** **FABRICATION
      AND CONSTRUCTION**





8.1  The
      Licensee and its Sub-Licensees shall use their best efforts to assure that
      all
      construction and any fabrication that takes place in any of the countries named
      in Paragraph 2.1 meets or exceeds all safety standards that would be required
      in
      the USA and in the countries wherein the Technology shall be
      utilized.





8.2  Bio-Products
      will use its best efforts to assure that all engineering designs, fabricated
      equipment, processes, formulas, recipes, and plans to be provided to the
      Licensee and its Sub-Licensees meet or exceed all applicable and material safety
      standards of the USA and any of the countries wherein the Technology shall
      be
      utilized.





8.3  The
      Licensee and its Sub-Licensees shall use their best efforts to obtain, or cause
      to be obtained, all material local, regional, and national permits necessary
      for
      the construction and operation of any facility in any of the countries that
      will
      utilize the Technology.


9





**ARTICLE
      IX** - **CONFIDENTIALITY**




9.1
      The
      Parties hereto each possess confidential information of both a technical and
      a
      non--technical nature. It is understood that it has been and may be necessary
      for one to disclose same to the other, and the Parties agree such disclosures
      have been and will be made under and subject to the Confidentiality,
      Non-Disclosure, and Non-Use Agreement previously executed by the Parties
      (attached hereto as Exhibit C)





**ARTICLE
      X** **-** **AGREEMENT
      BETWEEN BIO-PRODUCTS AND UAH**




10.1  Bio-Products
      shall comply with all of the terms and conditions of, and perform all of its
      obligations under, the UAH License. Bio-Products shall not agree to any
      amendment or modification of the UAH License that would materially affect the
      terms and conditions of this Agreement without the written consent of
      Licensee.





10.2  If
      at any
      time Bio-Products defaults in its duties in connection with, or by its conduct
      attempts to or actually terminates the UAII License which default and/or
      termination affects or terminates the ability of Bio-Products to grant the
      license contained in this Agreement, then the Licensee will be automatically
      entitled to and may at its sole discretion enter into contractual agreements
      with and pay directly to UAH the amounts necessary to obtain or maintain the
      UAH
      License. If Licensee does not enter into contractual agreements with UAH, but
      rather cures any financial default of Bio-Products only, then such sums paid
      to
      UAH on behalf of Bio-Products shall be deducted from any royalties owed to
      Bio-Products under this Agreement. If no such royalties are owed to Bio-Products
      under this Agreement then such sums will be treated as an interest free loan
      to
      Bio-Products.





10.3  Any
      provision of this Agreement to the contrary notwithstanding, this Agreement
      shall be construed and interpreted so that the terms and conditions hereof
      shall
      not be inconsistent with the terms and conditions of the UAH License, attached
      hereto as Exhibit
      A.





**ARTICLE
      XI- PUBLICITY OF LICENSE**





11.1  Upon
      the
      request of the Licensee, Bio-Products shall cooperate and provide assistance
      in
      the development of public statements, advertising, sales literature or
      promotional materials to describe or promote the Technology.





**ARTICLE
      XII** **-** **VISITS
      TO PREMISES**





12.1  The
      Licensee shall, from time to time, permit Bio-Products to bring visitors to
      tour
      any facility utilizing the Technology, provided, that Bio-Products shall notify
      the Licensee at least seventy--two (72) hours in advance of any proposed visit,
      that such visits shall be limited to reasonable times and intervals, and
      contingent upon each visitor signing an appropriate Confidentiality,
      Non-Disclosure and Non-Use Agreement, and such visitors shall also be subject
      to
      all relevant safety and other regulations that apply to any other visitors
      to
      the facility. No persons other than those designated by Bio-Products shall
      have
      the right to visit any facility utilizing the Technology without the Licensee’s
      express written consent.


10





**ARTICLE
      XIII** **-** **EVENTS
      OF DEFAULT AND REMEDIES**





13.1  The
      Licensee shall be in breach of this Agreement in the event of:





(a)
            The
                Licensee’s failure to make payment hereunder on or before the date on
                which such payment becomes due and payable and the continuation of
                such
                failure unremedied for thirty (30) days after written notice thereof
                has
                been given to the Licensee by
                Bio-Products;





(b)
            The
                Licensee’s failure to observe or perform any covenant, condition or
                agreement contained in this Agreement and the continuation of such
                failure
                unremedied for thirty (30) days after written notice thereof has
                been
                given to the Licensee by Bio-Products, unless such breach can not
                be
                remedied within such thirty (30) days for reasons beyond the Licensee’s
                control, in which case the Licensee shall have a reasonable time
                within
                which to remedy such breach; or





(c)
            Any
                warranty or representation made herein by the Licensee and contained
                in
                this Agreement, shall prove to have been false, misleading or incorrect
                in
                any material respect as of the date made, or shall have failed to
                state a
                fact necessary in order to make the statements made not
                misleading.





(d)
            No
                termination of this Agreement shall relieve the Licensee of the obligation
                to pay Bio-Products all royalties, fees, and other payments accrued
                at the
                time of the termination, and to continue to pay all royalties, fees,
                and
                other payments from the continued operation of existing
                facilities.





13.2  Bio-Products
      shall be in default of this Agreement in the event of:





(a)
            Bio-Products’
                failure to observe or perform any covenant, condition or agreement
                contained in this Agreement or in the UAH License and the continuation
                of
                such failure unremedied for thirty (30) days after written notice
                thereof
                shall have been given to Bio-Products by the
                Licensee;





(b)
            Any
                warranty or representation made herein by or on behalf of Bio-Products,
                contained in this Agreement or in the UAH License, shall prove to
                have
                been false, misleading or incorrect in any material respect as of
                the date
                made, or shall have failed to state a fact necessary in order to
                make the
                statements made not misleading; or





(c)
            If
                at any time Bio-Products defaults in its duties in connection with,
                or by
                its conduct attempts to or actually terminates the UAH License which
                default and/or termination affects or terminates the ability of
                Bio-Products to grant the license contained in this Agreement, or
                affects
                or terminates the Licensee’s ability to continue operation of existing
                plants or build new plants.


11




13.3  The
      Licensee shall have the following remedies for breach or default of this
      Agreement or the UAH License by Bio-Products:





(a)
            Upon
                Bio-Products’ breach or termination of the UAH License or this Agreement,
                such that the breach or termination has affected the ability of Licensee
                to continue operation of existing plants and preclusion of building
                new
                plants; the Licensee may at its option terminate this Agreement and
                contract directly with UAFI as provided in this Agreement. The Licensee
                and any sub-licensee shall utilize the Technology, free of any royalties,
                fees, and other amounts accrued through the date of such default
                or breach
                and thereafter.





(b)
            In
                addition to any other right or remedy available to the Licensee under
                this
                Agreement or in law or equity, upon Bio-Products’ breach or default of
                this Agreement or the UAH License, the Licensee shall be entitled
                to
                withhold and/or offset any and all royalties or other fees due to
                Bio-Products under this Agreement.





(c)
            Notwithstanding
                anything to the contrary in this Agreement, the Licensee may terminate
                this Agreement at any time upon six (6) months prior written notice
                to
                Bio-Products, at which time the Licensee will cease utilizing the
                Technology, and pay to Bio-Products any royalties, fees and other
                amounts
                accrued though the date of such termination. Immediately upon termination
                of this Agreement all rights, privileges and licenses granted to
                the
                Licensee hereunder shall revert to Bio-Products, including all
                sub-licenses of facilities granted by the
                Licensee.





13.4  Upon the
      Licensee’s breach of this Agreement and its failure to cure said breach as
      provided above in 13.1, Bio-Products may, at its option, (i) terminate this
      Agreement, at which time Licensee shall cease utilizing the Technology and
      such
      termination shall relieve Licensee of its obligations to pay Bio-Products any
      further royalties or fees other than those fees and royalties already accrued
      through the date of termination and all sub-licenses granted by the Licensee
      shall be assigned to Bio-Products; or (ii) Bio-Products may seek to recover
      such
      damages to which it may be entitled by applicable law, including but not limited
      to, equitable and injunctive relief.





13.5(a)
            Any
                claim or controversy arising out of or relating to this Agreement,
                or the
                breach thereof, including without limitation the right of any Party
                hereto
                to terminate this Agreement, shall be settled by binding arbitration
                administered by the American Arbitration Association in accordance
                with
                its then current Commercial Arbitration Rules, and judgment upon
                the award
                rendered by the arbitrator may be entered in any court having jurisdiction
                thereof The arbitration shall be before one neutral arbitrator to
                be
                selected in accordance with the then current Commercial Arbitration
                Rules
                of the American Arbitration Association. The parties shall have all
                rights
                to pre-arbitration discovery pursuant to the Federal Code of Civil
                Procedure.


12




(b)
            Neither
                of the Parties nor the arbitrator may disclose the existence, content
                or
                results of any arbitration hereunder without the prior written consent
                of
                the Parties except to counsel, accountants, and other need to know
                professionals.





(c)
            All
                fees and expenses of the arbitration shall be born by the Parties
                equally.
                However, each Party shall bear the expense of its own counsel, experts,
                witnesses, and preparation of
                proofs.





(d)
            In
                the event that a claim or controversy over the right of any Party
                to
                terminate this Agreement shall be submitted for arbitration, this
                Agreement shall continue in full force and effect, and the termination
                shall be of no effect, until the arbitrator renders a final
                decision.





13.6  In the
      event of the commencement of a voluntary case under the Bankruptcy Code by
      the
      Licensee, or Licensee’s acquiescence in any involuntary petition under the
      Bankruptcy Code which voluntary or involuntary case remains undismissed for
      a
      period of ninety (90) days or more, the right and license conferred under this
      Agreement shall automatically become and shall thereafter be null and void.
      The
      commencement of a voluntary case under the Bankruptcy Code by Bio-Products,
      or
      Bio-Products’ acquiescence in an involuntary petition under the Bankruptcy Code,
      which voluntary or involuntary case remains undismissed for a period of ninety
      (90) days or more, shall be treated as a material breach of the
      Agreement.





**ARTICLE
      XIV** **-** **GENERAL
      PROVISIONS**





14.1  The
      titles of the various articles and sections of this Agreement are solely for
      convenience of reference and are not part of this Agreement for purposes of
      interpreting the provision hereof.





14.2  The
      Licensee may assign all of its rights and obligations under, and all of its
      interest in, this Agreement, including without limitation the license granted
      hereby, either (i) in a transaction accompanied by the sale or other transfer
      of
      the Licensee’s entire business, its stock, or substantially all of its assets,
      or (ii) to any other entity owned by the same shareholders of Licensee and
      this
      Agreement shall be binding upon, and inure to the benefit of, any such successor
      or assign of the Licensee, provided that Bio-Products consents in writing,
      such
      assignment shall not be unreasonably conditioned, withheld, or
      delayed.





14.3  Nothing
      in this Agreement shall be deemed or construed to constitute or to create a
      partnership, joint venture or agency between the Parties. Except as may be
      otherwise provided herein, neither Party shall have any authority to bind the
      other Party in any respect.





14.4  If
      any
      provision of this Agreement is or becomes unenforceable under any law of
      mandatory application, it is the intent of the Parties hereto that such
      provision will be deemed severed and omitted herefrom, the remaining portions
      hereof to remain in full force and effect as written.


13




14.5  The
      waiver by any Party of any failure on the part of any other Party to perform
      any
      of its obligations under this Agreement shall not be construed as a waiver
      of
      any failure or continuing failure or failures, whether similar or dissimilar
      thereto.


14.6  This
      Agreement, including the exhibits hereto, constitutes the entire Agreement
      between the Parties with respect to the subject matter hereof and supersedes
      all
      prior and contemporaneous agreements between the Parties, whether oral or
      written, related to the subject matter hereof This Agreement may be amended
      or
      modified only by a written instrument executed by the authorized representatives
      of the Parties hereto.





14.7  This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed to be a duplicate original, but all of which, taken together, constitute
      a single document. This Agreement may be executed by each Party on separate
      copies, which copies, when combined so as to include the signatures of all
      Parties, shall constitute a single counterpart of this Agreement.





14.8  This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Alabama.





14.9  Each
      Party to this Agreement shall execute all instruments and documents and take
      all
      actions as may be reasonably required to effectuate this Agreement.





14.10  For
      purposes of venue and jurisdiction, this Agreement shall be deemed made and
      to
      be performed in the City of Huntsville, Alabama.





14.11  This
      Agreement and all exhibits contain the entire agreement between the Parties
      to
      this Agreement with respect to the subject matter of this Agreement, is intended
      as a final expression of such Parties’ agreement with respect to such terms as
      are included in this Agreement, is intended as a complete and exclusive
      statement of the terms of such agreement, and supersedes all negotiations,
      stipulations, understanding, agreements, representations and warranties, if
      any,
      with respect to such subject matter, which precede or accompany the execution
      of
      this Agreement.





14.12  Whenever
      the context so requires in this Agreement, all words used in the singular shall
      be construed to have been used in the plural (and vice versa), each gender
      shall
      be construed to include any other genders.





14.13  Subject
      to any restriction on transferability contained in this Agreement, this
      Agreement shall be binding upon and shall inure to the benefit of the
      successors-in-interest and permitted assigns of each Party to this Agreement.
      Nothing in this Paragraph shall create any rights enforceable by any Third
      Party
      that is not a Party to this Agreement, except for the rights of the
      successors-in-interest and permitted assigns of each Party to this Agreement,
      unless such rights are expressly granted in this Agreement to other specifically
      identified Third Parties.


14





14.14  Except
      as
      otherwise provided in this Agreement, in the event any litigation, arbitration,
      mediation, or other proceeding (“Proceeding”) in initiated by any Party against
      any other Party to enforce, interpret or otherwise obtain judicial or
      quasi-judicial relief in connection with this Agreement, the prevailing Party
      in
      such Proceeding shall be entitled to recover from the unsuccessful Party all
      costs, expenses, and reasonable attorneys’ fees relating to or arising out of
      (a) such Proceeding (whether or not such Proceeding proceeds to judgment),
      and
      (b) any post-judgment or post-award proceeding including without limitation
      one
      to enforce any judgment or award resulting from any such Proceeding. Any such
      judgment or award shall contain a specific provision for the recovery of all
      such subsequently incurred costs, expenses, and actual attorneys’
fees.





14.15  Any
      notice or other communication pursuant to this Agreement shall be sufficiently
      made or given five days after the date sent, postage pre-paid, by certified
      mail, return receipt requested, if sent to the following addresses or to such
      other address as the Party may from time to time designate other Parties in
      writing:





**In
      the case of Bio-Products International, Inc.:**




Dr.
      Michael H. Eley, President & CEO


BlO-PRODUCTS
      INTERNATIONAL, INC.


3317
      Clifford Road, NW


Huntsville,
      Alabama 35810 USA


256-852-3139
            (phone)


256-436-6992
            (cellular)


256-824-6305
            (fax)


e1eym~email.uah.edu
      (e-mail)





**In
      the case of International Waste Processors, Inc.:**





Philip
      S.
      Pesin, President


INTERNATIONAL
      WASTE PROCESSORS, INC.


27368
      Via
      Industria, Suite 113


Temecula,
      California 92590 USA


951-719-1104
            (phone)


951-551-7279
            (cellular)


951-719-1139
            (fax)


phil@pesinlaw.com
      (e-mail )





Each
      Party shall make a reasonable, good faith effort to ensure that it will accept
      or receive notices to it that are given in accordance with this paragraph.
      A
      Party may change its address for purposes of this paragraph by giving the other
      Parties written notice of a new address in the manner set forth
      above.





14.16
      In
      the event either Party hereto shall be rendered wholly or partly unable to
      perform its obligations under this Agreement by reason of causes beyond its
      control, including but not limited to acts of Nature, acts of terrorism, acts,
      omissions, or regulation of any government or agency thereof, judicial action,
      labor disputes, or transportation failure, except as specified herein, the
      performance of the obligations of such Party insofar as it is affected by such
      conditions shall be suspended for the duration of such condition, provided
      the
      Party affected advises the other Party of the basis of its inability within
      ten
      (10) days of the  beginning  of
      such
      known inability. After the cessation  of
      the
      condition causing such inability, the Party suffering such inability shall
      have
      a period of thirty (30) days to restore its operation(s) and restore its
      obligations to the other Party.


15




14.17  No
      representations have been made regarding taxes, it being understood by each
      of
      the Parties that each such Party accepts full responsibility for calculation
      of
      and payment of his or its taxes, levies,
      duties or other charges incurred or imposed as a consequence of this Agreement
      and the transactions described herein.





14.18  This
      Agreement shall become effective when it has been executed by all of the Parties
      to this Agreement.





IN
      WITNESS WHEREOF, the Parties have caused their duly authorized representatives
      to duly execute and deliver this Agreement effective as of the date written
      above.








**BIO-PRODUCTS
      INTERNATIONAL, INC.**





By:
            /s/
                Michael H. EleyDr.
                Michael H. Eley, President & CEO







**INTERNATIONAL
      WASTE PROCESSORS, INC.**





By:
            /s/
                Philip PesinPhilip
                S. Pesin, President


16