EXHIBIT 99
                                                                        (a)(iii)

                                ECOS GROUP, INC.

EXHIBIT (a)(iii) JOINT VENTURE AGREEMENT DATED OCTOBER 10,1996 BETWEEN AMERICAN
                   REMEDIAL TECHNOLOGIES, INC. AND MARBI INC.

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                                   AGREEMENT

      THIS AGREEMENT, (This "Agreement") is made and entered into as of this
tenth day of October, 1996, by and between AMERICAN REMEDIAL TECHNOLOGIES, INC.,
a Florida Corporation ("ART"), and MARBI, INC., _______________ a Corporation
('%Iarbi"). ART and Marbi are sometimes referred to in this Agreement
collectively as the "Parties" and individually as "Party".

                                  WITNESSETH:

      WHEREAS, Marbi has entered into an exclusivity agreement with Tri State
Material Processors for the purchase of Tri State Material Processors
beneficiated kisch Ones (hereinafter referred to as "the Exclusivity Agreement")
and

      WHEREAS, Marbi and ART each are engaged in the business of providing
environmental services, including the recycling and sale of iron and steel
production residuals and

      WHEREAS, pursuant to the terms hereof, ART and Marbi desire to enter into
a venture to produce and market briquettes from iron and steel production
products.

      NOW, THEREFORE, in consideration of the performance by the Parties of the
terms, conditions and covenants herein contained, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:

      1. THE JOINT VENTURE

         1.1 FORMATION AND PURPOSE. The Parties hereby enter into and form a
joint venture (the "Venture") for the purpose of producing recycled iron and
steel products for resale to the iron and steel industry .The Venture shall be
known as ECOS Brick, Incorporated or such other name as the Parties may mutually
agree upon. The Parties shall execute any registration or assumed or fictitious
name certificate or certificates required by law to be filed in connection with
the formation ofthe Venture and shall cause such registration, certificate or
certificates to be filed in the appropriate records. The rights and obligations
of the Parties shall be governed by the provisions of this Agreement and Uniform
Partnership Act as enacted in the State of Florida and as may be amended from
time to time (the 'IJniform Act"). To the extent that the Uriiform Act is silent
on a matter or permits the Parties to agree to the disposition or handling of a
matter in a manner contrary to the Uniform Act, the provisions ofthis Agreement
shall control.

         1.2 OBLIGATIONS OF THE PARTIES. Initially, the Venture will seek to
permit a new facility in Weirton, West Virginia for the production of
briquettes. ART will provide the capital for design, permitting Construction and
startup of the briquetting facility not to exceed two million two hundred
thousand dollars, Marbi will provide the Exclusivity Agreement and the washed
iron bearing materials from the exclusivity agreement, other raw materials for
example, coke breeze, and will be responsible for the sales and marketing of the
briquettes once produced.

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         1.3 OTHER ACTIVITIES OF THE PARTIES. Subject to Section 9, each Party
of the Venture shall be free to engage in any other business activity for its
exclusive benefit. The other Party of the Venture shall not have any claim of
interest in such other business activity. In addition, neither Party of the
Venture shall have any authority to bind the other Party. Further, neither the
Venture nor either Party shall be responsible or liable for any indebtedness or
obligation ofthe other Party, whether or not incurred or arising before or Her
the signing of this Agreement, except as to those joint responsibilities,
habilities and indebtedness incurred after the date ofthis Agreement and which
are specifically identified or within the scope of this Agreement. This
Agreement shall not be deemed to cause either Party of the Venture to be a
partner of, or agent for, the other Party except to the extent necessary for
specific purposes ofthe Venture.

         1.4 PRINCIPAL PLACE OF BUSINESS. The principal place of business of the
Venture shall be at the following address:

                       1000 Southern Boulevard, Suite 200
                         West Palm Beach, Florida 33405

      2. RIGHTS. Powers and Duties ofthe Parties

         2.1 THE COMMITTEE. The business and ahirs of the Venture shall be
rnanaged by or under the direction of a four person Committee which, so long as
ART and Marbi bAh maintain a 50% interest in the Venture, shall consist of two
representatives of ART and two representatives of Marbi (the "Committee"). At
any time when, as provided in this Agreement, either ART or Marbi does not
maintain a 50% interest in the Venture, the members of the Committee will be
elected by majority vote of the Parties to the Agreement with each Party to the
Venture receiving a number of votes equal to such Party's percentage in the
Venture multiplied by one hundred (100). The Committee may exercise ad such
powers of the Venture and do all such Awful acts and things as are not by
statute or by this Agreement directed or required to be exercised or done by the
Parties.

               2.1.1 The Parties hereby appoint the following persons to serve
as their respective representatives on the Committee, with full power and
authority to act for and bind the respective Parties in matters arising under
this Agreement or in connection with the Business.

               2.1.1.1 ART designates _________________ representatives to the
Committee.

               2.1.1.2 Marbi designates Mark W. Koch and Craig Brennan as its
initial representatives to the Committee.

         2.1.2 Either Party may at any time change its representatives to the
Conoenittee by notifying the other Party in the manner provided for herein of
the appointment of a new representative. No representative of a Party shall be
liable to the Venture or the Parties hereto by reason of his acts as such,
except in the case of gross negligence or fraudulent or dishonest conduct.

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         2.1.3 The Comrnittee shall meet no less often than quarterly to act on
matters pertaining to the Business. Either Party shall have the power to call
additional meetings when necessary in its opiriion The Committee shall act only
by unanimous consent.

         2.1.4 In the event of a material impasse of the Committee, a Party (the
"Initiating Party") may offer to purchase the Interest in the Venture (the
"Subject Interest") of the other Party (the "Receiving Party"). The Initiating
Party shall give written notice (the aPurchase Notice") in the manner provided
herein to the Receiving Party of the terms of such offer.

               2.1.4.1 The Receiving Party shall have the right and obligation
to (a) sell the Subject Interest to the Initiating Party on the terms and
conditions set forth in the Purchase Notice or (b) purchase the Interest of the
Initiating Party on equivalent terms. This right shall be exercised by the
Receiving Party within 30 days of receipt of the Purchase Notice. But in no
event before the first to occur of (i) two months after the receipt by the
Venture of a permit to operate for the first briquette facility or (ii) four
months from the date hereof. The Receiving Party shall exercise its right to
sell the Subject Interest or purchase the Interest of the Initiating Party under
this subsection by giving notice in writing of its intent to the Initiating
Party.

               2.1.4.2 In the event the Receiving Party fails to purchase the
Interest of the Initiating Party, elects to sell the Subject Interest to the
Initiating Party or fails to provide the notice of election described in the
preceding paragraph, the Initiating Party shall purchase the Subject Interest on
the terms set forth in the Purchase Notice.

               2.1.4.3 Any purchase or sale of an Interest pursuant to the
provisions of Section 2.1.4.1 shall be consummated within three months from the
date of the Purchase Notice.

               2.1.4.4 In addition to situations in which there is a material
impasse of the Committee, in the event of a change in the beneficial ownership
of a controlling interest in the voting capital stock of a Party or in the event
that the Board of Directors of a Party as currently constituted changes by more
than fifty percent (S0%) (the Party undergoing such a change is referred to in
this section as the "Changing Party", and the other Party to the Venture is
referred to in this section as the "Non-Changing Partfie'), then the
Non-Changing Party wild aRer a period of sixty (60) days, have the option of
exercising the rights and obligations of an Initiating Party, and if such option
is exercised, the Changing Party will have the rights and obligations of a
Receiving Party.

         2.2 MANAGEMENT OF THE VENTURE. The Committee shall designate a General
Marwer, who shall have general and active management of the business and affairs
of the Venture and such other powers and authority as the Committee shall from
time-to-time delegate. The General Manager shall act through such officers,
employees or agents of the Venture as the Committee or the General Manager,
subject to the approval of the committee, may from time-to-time designate.
Except as expressly limited hereinbelow, the General Manager shall have
authority to do any and all things necessary to carry out the purpose of this
Agreement, including

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but not limited to the following:

              2.2.1 Having accountants prepare annual financial reports and
deliver to the Parties monthly reports of operations;

              2.2.2 In accordance with generally accepted principles of
accounting consistently applied, and unless otherwise provided in this
Agreement, determining whether items of income, gains, loss, deduction, or
credit shall be treated either as capital or extraordinary items, or
alternatively, as profit or loss items.;

              2.2.3 Taking any and all actions as the General Manager deems
necessary or appropriate to effectively manage the Business; and

              2.2.4 Executing, acknowledging and delivering any and all
insUnents to effectuate any ofthe foregoing powers.

        2.3 PROHIBITED ACTS. The following actions may not be taken by the
General Manager without the express written approval and consent of the
committee:

              2.3.1 An act in contravention of this Agreement;

              2.3.2 Any act that would make it impossible to carry on the
ordinary business of the Venture;

              2.3.3 Any general assignment for the benefit of the creditors of
the Venture;

              2.3.4 Any possession of Venture assets for other than a Venture
purpose;

              2.3.5 Any act (except an act expressly required by this Agreement)
which would cause the Venture to become an association taxable as a corporation;
form;

              2.3.6 Admission of a person or entity as a substitute Party;

              2.3.7 Change and reorganization of the Venture into any other
legal

              2.3.8 Selection and opening of bank accounts;

              2.3.9 Borrowing money in the name of the Venture from third
parties for the purposes set forth in this Agreement and the execution of
promissory notes therefore;

              2.3.10 Causing the Venture to guarantee, endorse or become
contingently liable upon the obligations of any other person, firm or entity;
and

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              2.3.11 Retaining either or both of the Parties, or their
respective affiliates, to provide services to the Venture, subject to
supervision by the General Manager.

         2.4 REIMBURSEMENTS AND PAVMENT OF EXPENSES. The Venture shall pay
certain operating expenses, including but not limited to expenses related to
employees, facilities and vendors of the Venture, accounting and legal expenses,
expenses in connection with reports and applications required to be filed with
goverlunental authorities respecting permits, licensing, taxes and other matters
and such extraordinary or non-recurring expenses and other operating expenses
approved by the Committee. Members of the committee shall serve without
compensation, but shall be reimbursed by the Venture for all reasonable
out-of-pocket costs incurred in connection with the management of the Venture.
In the event either or both of the Parties hereto, or their respective
affiliates, are retained hereunder to provide services to the Venture, such
person or persons shall be reimbursed for reasonable out-of-pocket costs and
direct labor and other costs at rates approved by the Committee.

      3. CAPITALIZATION

         3.1 INITIAL CAPITAL CONTRIBUTIONS. ART shall contribute it's expertise
and capital not to exceed $2.2 million dollars to design, permit, construct and
commence operatiofis to the Venture and Marbi shall contribute its advice,
sources of raw materials, purchasing arrangements with steel mills, the
Exclusivity Agreement with Tri State Material Processors and expertise toward
the development of the Venture . It is agreed by both Parties that the
Contributions made by each Party are of equal value to the Venture.

             The total of the contributions made by each Party to the Venture
being equal, the initial interest of the Parties (the Interests) in and to any
profits and assets derived from the Business, any property acquired by the
Venture, all contributions required, and all money received and losses incurred
in the Business shall be as follows:

                         ART               50%
                         Marbi             50%

             The interest may be adjusted from time-to-time in the manner set
forth herein.

         3.2 ADDITIONAL CAPITAL CONTRIBUTIONS. All necessary working capital
when and as required for the Business, as determined by the Committee, shall be
furnished by the Parties proportionately in accordance with their respective
Interests. The PartEs agree to make such working capital contributions without
set-offor deduction of any type.

              3.2.1 In the Event that one, but not both, of the Parties fails or
is unable to fully provide its proportionate share of the funds required by the
Venture, as determined by the Committee, on or before the date designated
therefor, then the funds contributed by the non-

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defaulting Party (the "Excess Contribution") shall be treated as a non-recourse
loan by the nondefaulting Party to the Venture in the amount of the Excess
Contribution. The loan shall bear interest at the rate of prime plus two percent
(3%) per annum, and shall mature upon the first to occur of (a) the payment of
its required capital contribution by the defaulting Party or (b) 120 days afier
the making of the Excess Contribution (the "Maturity Date"). If the defaulting
Party cures its default with 120 days by making its required capital
contribution plus interest, such interest shall be repaid by the Venture to the
non-defaulting Party to satisfy the interest on the loan, and the principal due
on the non-defaulting Party's loan shall be contributed to capital. To better
secure the non-defaulting Party, the Venture shall directly pay the defaulting
Party's share of Joint Venture distributions directb to the non-defaulting Party
until the interest on the Excess Contnbution loan is completely repaid. If the
defaulting Party's distributions exceed the interest on the loan, the
distributions will be retained by the Venture and treated as a contribution to
the capital account of the Venture to the extent that the defaulting Party's
required contribution has not been rnade. For every such dollar retained by the
Venture, the non-defaulting Party will be deemed to have contributed one dollar
of the principal due on the loan to the capital account. Notwithstanding the
direct payment to the non-defaulting Party, any such distributions, because they
reduce the obligation of the defaulting Party to the non-defaulting Party, shall
be viewed as distributions to the defaulting Party for purposes of this
Agreement, including Sections 3.4.5 and 8.3 hereof.

              3.2.2 In the event the Excess Contribution is not repaid on or
before the Maturity Date, the Interest of the non-defaulting Party in the
Profits, as hereinafter defined (but not the Losses (as hereinafter defined) or
liabilities), of the Venture shall be increased to the proportion that the
amount actually contributed by such Party bears to the total amount of
contributions by both Parties (the "Adjusted Interest"), and the Interest of the
defaulting Party shall be decreased to one hundred percent (100%) minus the
Adjusted Interest.

         3.3 RIGHT TO WITHDRAW CAPITAL OR PROPERTY. Neither Party shall be
entitled to withdraw form the Venture any part of its capital contribution, or
to receive any distribution or compensation from the Venture, except as
expressly provided in this Agreement. Neither Party shall be entitled to demand
or receive any property form the Venture or, if a distribution is made, to
receive anything other than cash.

         3.4 CAPITAL ACCOUNTS. An individual capital account (the "Capital
Account") shall be maintained for each Party. The balance of a Party's Capital
Account shall be equal to its initial capital contribution, any additional
contributions made by it to the Venture, and any Profits, as hereinafter
defined, allocated to the Party, less all distributions to or on account for the
Party, and any Losses, as hereinafter defined, allocated to the Party. The
Capital Account shall also be adjusted upward and downward, as provided in
Section 704(b) of the Internal Revenue Code of 1986, as may be amended from
time-to-time (the "Code"), and the regulations and temporary regulations
promulgated thereunder (the "Regulations").

      4. ALLOCATION OF PROFITS AND LOSSES

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         4.1 GENERAL. The Profits and Losses of the Venture and all other items
of income, gain, loss, deduction and credit of the Venture shall be determined
for each fiscal year of the Venture (defined in Subsection 6.3 below) in
accordance with the method of accounting followed by the Venture for federal
income tax purposes and applied in a consistent nunner.

         4.2 ALLOCATION OF PROFITS AND LOSSES. The Venture's Profits and Losses
will be allocated as follows, profits aRer taxes will be distributed 50 percent
to each party of the venture. Losses shall accrue to the account of American
Remedial Technologies. In consideration of this Marbi Inc. agrees to split the
commission on it's marketing of materials under the exclusivity agreement with
Tri State Material Processors 50 /50 with American Remedial Technologies
effective upon execution of this agreement.

         4.3 DEFINITION OF PROFITS AND LOSSES. The term "Profits" and "Losses"
mean, for each fiscal year or other period, an amount equal to the Venture's
tamble income or loss for sllch year or period as determined in accordance with
Section 703(a) of the Code (for this purpose, all items of income, gain, loss or
deduction required to be stated separately pursuant to Section 703(a) (1) ofthe
Code shall be included in taxable income or loss) and taxable income or loss
shall be adjusted as provided by the Code and Regulations.

         4.4 CONTRIBUTED PROPERTY. Income, gain and deduction with respect two
property contributed to the Venture by either Party shall be allocated in
accordance with Section 704(c) of the Code and the regulations applicable
thereto, so as to take account of any variation between the basis of the
property to the Venture and the agreed upon value of the property at the time of
contribution.

      5. DISTRIBUTIONS. The initial capital contribution of ART and the bridge
financing provided by Marbi shall be recovered from the Venture by allocating 20
percent of the distribution from the Venture on a pro-rata basis until each
parties initial contribution is recovered. Subject to the approval of the
Committee and its determination that capital to be distributed is not required
for the conduct ofthe Business, the Venture shall distnbute any net Profits to
the Parties, reduced by any necessary cash reserves, in accordance with their
respective Interests in the Venture no less frequently than quarterly. Any
distributions in excess of net Profits shall be made from time-totime as agreed
upon by the Committee. The Committee shall seek to distribute cash, in total to
both Parties, with respect to each taxable year of the Venture, in an amount
which is equal to at least forty percent (40%) of the Venture's net Profits for
that year, so as to provide the Parties with sufficient cash f om the Venture to
pay income tax on their share of the Venture's income.

      6. TAXES AND ACCOUNTING

         6.1 INCOME TAX RETURNS OF THE VENTURE. All income taxes of the Venture
shall be prepared using the cash method of accounting unless any laws or
regulations require the accrual method of accounting.

         6.2 ELECTIONS OF THE VENTURE. Each of the Parties hereby recognizes
that the

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Venture will be subject to all provisions of Subchapter K of Chapter 1 of
Subtitle A of the Code., governing the taxation of partnerships and partners;
provided, however, that it is understood and agreed that the filing of U.S.
partnership returns of income shall not be construed to extend the purposes of
the Venture or the obligations or liabilities of the Parties as set forth
herein. In the event ofthe permitted transfer by one ofthe Parties of all or any
part of its interest in the Venture, then such election shall be filed by the
Venture upon the request of the Party made with respect to the income tax return
for the period including the date of transfer of such interest in the Venture
for which the election is being made. Such request shall be in writing and shall
be made not less than 60 days prior to the initial date established by law for
filing such income tax return,

         6.3 FISCAL YEAR. The fiscal year of the Venture shall be from April 1st
to

         6.4 BOOKS OF ACCOUNT AND RECORDS. The Venture shall maintain adequate
accounting records t the office of the Venture. All books, records and accounts
of the Venture shall be open at all reasonable times to inspection by either
Party or any agent of either Party.

         6.5 REPORTS. The Venture's accountants shall cause to bezprepared at
the expense ofthe Venture and furnished to each ofthe Parties within 60 days
after the close of each fiscal year: (a) a balance sheet of the Venture, dated
as ofthe end of such fiscal year, (b) a related statement of income and expense;
and (c) information for the fiscal year as to the balance in each Party's
Capital Account. In addition, within a reasonable time after the end of each
fiscal year, the Venture's accountants shall prepare and deliver to each Party a
report setting forth in sufficient detail al such information and data with
respect to business transactions affected by or involving the Venture during
such fiscal year as shall enable the Parties to prepare their federal, state and
local income tax returns in accordance with the laws, rules and regulations then
prevailing. The accountants shall also prepare federal, state and local tax
returns required by the Venture.

         6.6 AUDITS: TAX MATTERS. If the Internal Revenue Service, or any other
governmental agency with jurisdiction, shall conduct, commence or give
notification of intent to conduct or commence any audit or other investigation
of the books, records, tax returns or other afEirs of the Venture, the Venture
shall promptly advise the Parties thereof by notice. _____________ is designated
the "Tax Matters partner" under Sections 6221 ET SEQ. of the Code.

         6.7 BANK ACCOUNTS. The Venture shall maintain checking or other
accounts in such bank or banks as the Cornmittee shall determine and all funds
received by the Venture shall be deposited into those accounts. A withdrawal
shall require the signature oftwo members of the committee or such other or
different signatures as may be agreed upon by the Parties in order to fulfill
the provisions of Section 2.4.

      7. SALE OF VENTURE INTEREST. In the event that any Party (the "Offering
Party") desires to accept any bona fide offer to purchase any or all of such
Party's Interest in the Venture (the

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"Offered Interest"), the Offering Party shall be obligated to give written
notice (the "Offer Notice"), in the manner provided herein, to the other Party
(the "Continuing Party") of the terms of such offer, and shall submit to the
Continuing Party a true and complete copy of such offer.

         7.1 The Continuing Party shall have the first right and option to
purchase the Offered Interest on the same terms and conditions offered by the
third party. This right shall be execrable by the Continuing Party within 15
days of receipt of the Offer Notice in the manner provided for herein. The
Continuing Party shall exercise its option to purchase under this subsection by
giving notice in writing of its intent to exercise its option to the Offering
Party. In the event that the Continuing Party declines to purchase the Offered
Interest, the Continuing Party has the option to dissolve the Venture in
accordance with Section 8 hereof rather than accept the third party as a partner
in the Venture.

         7.2 Any material change in the terms of any offer prior to closing
shall constitute a new offer subject to the same rights of first refusal by the
Continuing Party as in the case of an initial offer.

         7.3 In the event the consideration, terms and/or conditions offered by
a third party are such that the Continuing Party may not reasonably be required
to furnish the same consideration, meet the sarne terms or satisfy the same
conditions, then the Continuing Party mazy purchase the Offered Interest
proposed to be sold for the reasonable equivalent in cash and/or other
consideration. If the Parties cannot agree within a reasonable time on the
reasonable equivalent in cash and/or other consideration, an independent
appraiser shall be designated by the parties, at the expense of the Venture, and
his determination shall be binding as to the equivalency.

         7.4 In the event the Continuing Party fails to purchase the Offered
Interest and has not exercised the option to dissolve the Venture as provided in
Section 7.1, the Offering Party may sell the Offered Interest to the third party
on the terms set forth in the Offer Notice, provided that if the sale is not
completed within 120 days from the date of the Offer Notice, the Continuing
Party shall have an additional right of first refusal on the same terms and
conditions as are applicable to the initial right of first refusal, and further
provided that, if there is a material change in the terms of the sale,
regardless of when the sale is completed, the Continuing Party shall have an
additional right of first refusal on the modified terms and conditions. If the
Continuing Party accepts the right of first refusal and defaults under this
agreement to purchase, the Offering Party then may sell the Offered Interest to
any third party at any price.

         7.5 Any attempt by either Party to transfer its Venture Interest or any
part thereof, in any manner other than a provided herein, shall be null and
void.

      8. DISSOLUTION

         8.1 EVENTS OF DISSOLUTION. The Venture shall be dissolved upon the
occurrence of any of the following:

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              8.1.1 At the election of a Continuing Party, as provided in
Section 7.1 hereinabove;

              8.1.2 In the event of an Excess Contribution by a Party, upon
written notice by such Party;

              8.1.3 Mutual agreement ofthe Parties to the Verdure; or

              8.1.4 One hundred eight (180) days' prior written notice by either
Party.

         8.2 INSOLVENCY. In the event of the dissolution or ternmnation of
existence of a Party, or the insolvency of a Party, i.e., the failure of a Party
to pay its debts as they mature or the failure to maintain the fair salable
value of its assets in excess of its liabilities, the voluntary or involuntary
appointment or a receiver, trustee, custodian or similar fiduciary for a Party
and, if involuntary, the continuation of such appointment for more than 30 days,
an assignment by a Party for the benefit of creditors, the commencement of any
proceedings underwany bankruptcy laws by or against a Party, which such
proceedings shall continue for more than 30 days, or the nuking by a Party of
any offer of settlement, extension or composition to its unsecured creditors
generally (such events collectively referred to as insolvency" and such party
and its legal representative being hereinafter referred to as the insolvent
Party"), then the Venture shall continue without dissolution; and

              8.2.1 All acts, consents and decisions with respect to the
Business or the management of the Venture shall thereafter be taken solely by
the remaining Party; and

              8.2.2 The participation of the insolvent Party in the profits of
the venture shall be United to the Insolvent Party's interest, but the Insolvent
Party Shall be charged with, and shall be liable for 100% of any and all losses
that may be suffered by the Venture as a result of such Insolvency.

         8.3 WINDING UP AND LIQUIDATION OF THE VENTURE. In the event of
dissolution of the Venture, the Venture shall wind up its affairs in an orderly
manner and shall be liquidated as quickly as circumstances allow. The remaining
assets ofthe Venture shall be applied in the following order:


              8.3.1 To debts owing to creditors other than the parties to the
Venture;

              8.3.2 To debts owing to Parties to the Venture; and

              8.3.3 To the Parties in proportion to their then positive Capital
Accounts.

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      9. NON-COMPETE AGREEMENT. Until the dissolution of the Ventures as
provided herein, each of the Parties, their successors, permitted assigns,
parents, subsidiaries and other affiliates, including companies in which either
Party has any interest, shall be prohibited from providing briquetting of
recycled iron production products in the States of Ohio, Michigan, Pennsylvania,
Indiana, Illinois and Missouri other than through the Venture. However, it is
understood and agreed that the Parties to the Venture are permitted, in the
States of Ohio, Michigan, Pennsylvania, Indiana, Illinois and Missouri, and in
any other locations, to perform recycling of scrap iron products by means other
than briquetting, ie., magnetic separation, screening etc.. It is further
understood and agreed that in connection with their respective Other Remediation
Activities, both of the Parties to this Agreement will obtain control; over
certain recyclable materials ('controlled Materials") which may be treated
through either thermal desorption, magnetic separation, screening or Other
Remediation Activities. It is understood and agreed that neither Party to this
Agreement is required to have such Controlled Materials remediated by the
Venture other than those Controlled Materials covered by the Exclusivity
Agreement, and that both Parties to this Agreement are permitted, at their own
discretion, to direct such Controlled Materials to be treated by either the
Venture or Other Remesliation Activities. The parties hereto acknowledge and
agree that any Part's remedy straw for a breach or threatened breach of any of
the provisions of this Section 9 would be inadequate and such breach or
threatened breach shall be per se seemed as causing irreparable harm to such
Party. Therefore, in the event of such breach or threatened breach, the Parties
hereto agree that, in addition to any available remedy at law, including but not
limited to monetary damages, an aggrieved Party, without posting any bond, shall
be entitled to obtain in arbitration, and the offending Party agrees not to
oppose the aggrieved Party's request for, equitable relief in the form of
specific enforcement, temporary restraining order, temporary or permanent
injunction, or any other equitable remedy that rnay then be available to the
aggrieved Party.

     10. MISCELLANEOUS

         10.1 COST AND EXPENSES. Each Party hereto agrees to pay its own costs
and expenses incurred in negotiating this Agreement and consummating the
transactions desonbed herein.

         10.2 ASSIGNMENT. This Agreement rnay not be assigned by either Party
hereto without the prior written consent ofthe other Party.

         10.3 ENTIRE AGEEMENT. This Agreement constitutes the entire agreement
between the Parties hereto with respect to the subject matter hereof. It
supersedes all prior and contemporaneous negotiations, letters and
understandings relating to the subject matter hereof.

         10.4 AMENDMENT. This Agreement rnay not be amended, supplemented or
modified in whole or in part except by an instrument in writing signed by the
Party or Parties against whom enforcement of any such amendment, supplement or
modification is sought.

         10.5 CHOICE OF LAW. This Agreement will be interpreted, construed and

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enforced in accordance with the laws of the State of Florida

         10.6 CONSTRUCTION. The Parties hereto and their respective legal
counsel participated in the preparation of this Agreement; therefore, this
Agreement shall be construed neither against nor in favor of any of the Parties
hereto, but rather in accordance with the Air meaning thereof.

         10.7 EFFECT OF WAIVER. The failure of any Party at any time or times to
require performance of any provision of this Agreement will in no marner affect
the right to enforce the same. The waiver by any Party of any breach of any
provision of this Agreement will not be construed to be a waiver by any such
Party of any succeeding breach of that provision or a waiver by such Party of
any breach of any other provision.

         10.8 SEVERABILITY. The invalidity, illegality or unenforceability of
any provision or provisions of this Agreement will not affect any other
provision of this Agreement, which will remain in full force and effect, nor
will the invalidity, illegality or unenforceability of a portion of any
provision ofthis Agreernent affect the balance of such provision. In the event
that any one or more of the provisions contained in this Agreement or any
portion thereof shall for any reason be held to be invalid, illegal or
unenforceable in any respect, this Agreement shall be reformed, construed and
enforced as if such invalid, illegal or unenforceable provision had never bin
contained herein

         10.9 ENFORCEMENT. All disputes, without exception, between the Parties
to this Agreement arising out of, or relating to, the interpretation or
performance pursuant the terms of this Agreement, or any breach thereof, shall
be resolved by binding arbitration in accordance with the Commercial Arbitration
Rules of the American Arbitration Association ("AAA"), as modified by this
Section 10.9 only. Such arbitration shall take place in West Palm Beach,
Florida. This agreement to arbitrate shall be binding upon the Parties. All
disputes shall be initiated by the service of a written notice to the other
Party of intent to arbitrate setting forth the matter in controversy. Each Party
shall bear its own cost and expense of arbitration.

              All arbitration pursuant to this Section 10.9 shall be heard by a
panel of three arbitrators. One arbitrator shall be appointed by each of the
Parties within five (5) days of the date of the filing of the notice of the
intent to arbitrate. The third arbitrator shall be selected by the two (2)
arbitrators selected pursuant to the foregoing sentence. Such third arbitrator
shall be selected within fifteen (15) days of the date of the filing of the
notice of intent to arbitrate. If for any reason an arbitrator is not selected
within the applicable time schedule specified in this Section, that arbitrator
shall, as soon as possible, be appointed by the West Palm Beach, Florida office
of AAA.

              The arbitration hearing shall be conducted by the panel of
arbitrators in West Palm Beach, Florida or at such other place as agreed by all
the Parties. The hearing must be conducted within six (6) months of the date of
the filing of the intent to arbitrate. The decision of the arbitrators shall be
rendered no later than fourteen (14) days after the close ofthe hearing and the
decision of the arbitrators shall be final and binding upon the parties hereto
and reduced to

<PAGE>


judgement.

              All time periods specified in this Section t0.9 may be extended by
the mutual consent of the Parties hereto.

              Should it become necessary for either Party to enter or enforce
any award hereunder, such Party will be awarded reasonable attorneys' fees at
all trial and appellate levels, expenses and costs. Any such suit, action or
proceeding shall be brought in the courts of Palm Beach County in the State of
Florida or in the U. S. District Court for the Southern District of Florida The
Parties hereto hereby accept the exclusive jurisdiction of those courts for the
purpose of any such suit, action or proceeding.

              Venue for any such action, in addition to any other venue
permitted by statute, will be Palm Beach County, Florida. The Parties hereto
hereby irrevocably waive to the fullest extent permitted by law, any objection
that any of them may now or hereafter have to the laying of venue of any such
suit, action or proceeding, and hereby further irrevocably waive any claim that
any suit, action or proceeding brought in Palm Beach County, Florida has been
brought in an inconvenient forum.

              The Parties hereto acknowledge and agree that any Party's remedy
at law for a breach or threatened breach of any of the provisions of this
Agreement would be inadequate and such breach of threatened breach shall be per
se deemed as causing irreparable harm to such Party. Therefore, in the event of
such breach or threatened breach, the Parties hereto agree that, in addition to
any available remedy at law, including but not limited to monetary damages,-en
aggrieved Party, without posting any bond, shall be entitled to obtain and the
offending Party agrees not to oppose the aggrieved Party's request for equitable
relief in the form of specific enforcement, temporary restraining order,
temporary or permanent injunction, or any other equitable remedy that may then
be available to the aggrieved Party.

         10.10 BINDING NATURE. This Agreement will be bi~~g upon and will inure
to the benefit of any successor or successors ofthe Parties hereto.

         10.11 NO THIRD PARTV BENEFICIARIES. No person shall be deemed to
possess any third party beneficiary right pursuant to this Agreement. It is the
intent of the Parties hereto that no direct benefit to any third party is
intended or implied by the execution ofthis Agreement.

         10.12 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which will be deemed an original and all of which together
will constitute one and the sarne instrument.

         10.13 NOTICES. All notices or other communications required or
permitted hereunder shall be in writing and shall be deemed to have been duly
given if delivered in person or sent by overnight delivery, confirmed telecopy
or prepaid first class registered or certified mail, return receipt requested,
to the following addresses, or such other addresses as are given to the other
Party to this Agreement in the manner set forth herein:

<PAGE>

          If to American Remedial Technologies, Inc.:

          With copies to:

          If to Marbi Inc.:

          With copies to:

      Any such notice shall be effective when delivered in person or sent by
telecopy, one business day after being sent by overnight delivery or three
business days aRer being sent by registered or certified mail. Any of the
foregoing addresses may be changed by giving notice of such change in the
foregoing manner, except that notices for changes of addresses shall be
effective only upon receipt.

      IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of
the day and year first written above.

                                   AMERICAN REMEDLAL TECHNOLOGIES, INC.

                                   a Florida Corporation

                                   By:
                                      ---------------------------------
                                          Enrique A. Tomen, President

                                   MARBI, INC.,

                                   a Florida Corporation

                                   By:
                                      ---------------------------------
                                       Mark W. Koch, President