[EXHIBIT 10.1]

                 EXCLUSIVE LICENSE AGREEMENT

LICENSE  AGREEMENT  made  August 22, 2002  between  Careful  Sell
Holding,  LTD, a Bahamian corporation, Saffrey Square, Ste.  106,
55  Simpson  Avenue,  Nassau N.P., Bahamas (the  "Licensor")  and
Carbon  Recovery  Corp.,  a New Jersey corporation,  8  Tallowood
Drive, Medford, New Jersey, 08055 ("Licensee").

                         RECITALS:

A.    The  Licensor  has made certain new and  useful  inventions
embracing processes and apparatus for recycling tires through the
use  of  proprietary  technology  utilizing  wavelength  specific
microwaves and sub atmosphere reverse polymerization chambers.

B.   The Licensor desires to have these inventions commercialized
through the granting of an exclusive license.

C.    The  Licensee  desires to acquire an exclusive  license  to
commercialize  such  inventions  and  to  operate  and  use  such
processes  and  apparatus and to make, sell, use,  and  otherwise
dispose of products which may be processed thereunder.

Now, therefore, it is agreed as follows:

1. Exclusive License.

(a)  The Licensor hereby grants to the Licensee the exclusive and
worldwide right and license to commercialize, use and exploit the
above   described  inventions;  to  practice  the  processes   of
recycling   tires  through  the  use  of  proprietary  technology
utilizing  wavelength  specific  microwaves  and  sub  atmosphere
reverse  polymerization  chambers; to  make,  assemble,  and  use
apparatus,  machinery, auxiliaries, and all devices for  carrying
such  inventions and processes into practice; and to  make,  use,
sell, or dispose of the products of such processes and apparatus,
machinery, auxiliaries, and devices (the "Process".)

(b) The Licensor hereby grants to the Licensee the right to grant
sublicenses  on such terms as are consistent with the  provisions
of  this Agreement and to such sublicensees as are acceptable  to
the Licensor.

(c) The exclusive rights and license herein granted shall include
all  inventions,  improvements,  enhancements  and  modifications
thereto made or conceived during the term of this Agreement which
the  Licensor owns or controls or hereafter owns or controls, and
all patent applications and patents based on or covering the same
which  the  Licensor now owns or controls or  hereafter  owns  or
controls.

(d)  If  the  Licensee desires to make or cause to  be  made  any
apparatus, machinery, auxiliaries, devices, or parts therefore to
exercise the rights and licenses granted to the Licensee pursuant
to  this  Paragraph  1,  then  the  Licensor  shall  provide  the


<PAGE>  Exhibit 10.1


Licensee,  or  its  nominees, with such  blueprints  and  working
drawings as are available to the Licensor, and all other data and
information reasonably necessary for the manufacture thereof.

2. Representations by Licensor.

The Licensor represents that:

(a)  Such inventions, including the Process, are secret, have not
been  revealed  to  anyone except Norman E. Lehrer  P.C.,  patent
attorney  for the Licensor, and shall not be revealed  to  anyone
during  the  term  of  the exclusive license  without  the  prior
approval of the Licensee;

(b)  The  Licensor is the exclusive owner of all rights  to  such
inventions  and any patent applications to be filed thereon,  has
the  right  to  grant the exclusive license hereby  granted;  has
executed  no agreement in conflict herewith; and has not  granted
to  any  other  person, firm, or corporation any right,  license,
shop-right, or privilege hereunder; and

(c)  The  Licensor has at no time filed, or caused to  be  filed,
applications for patents, or obtained in their name, or caused to
be  obtained  in the name of others, any patents  in  the  United
States  or  elsewhere  based  on or covering  any  of  the  above
mentioned inventions.

3. Necessary Information and Documents.

The  Licensor  shall furnish to the Licensee, or to its  nominees
and  patent  attorneys, all information and  documents  regarding
such  inventions which are reasonably available to the  Licensor,
including  the  apparatus, processes,  and  formulae  in  respect
thereof,  to  enable the Licensee to operate  thereunder  and  to
enable its attorneys to prepare and prosecute patent applications
therefore;  it being understood and agreed that, if so  requested
by  the Licensor, the Licensee's attorneys shall collaborate with
such  other  patent attorney as the Licensor may  designate.  The
Licensor  shall  render  to  the  Licensee  such  services  in  a
consulting  capacity  as  may be requested  by  the  Licensee  to
instruct  the  Licensee,  or  its  appointed  nominees,  in   all
operations   pertaining   to   the  industrial   and   commercial
exploitation of the above mentioned inventions.

4. Royalties and other Consideration.

(a) The Licensee shall pay to the Licensor royalties of 5% of all
net   revenues   derived  from  inventions   licensed   hereunder
(hereinafter  "net  earned royalties".) Net earned  revenues,  as
used  herein, shall mean after-tax revenues as determined by  the
year-end audit of the Licensee.

(b)  The  Licensee  shall  at all times  keep,  and  require  all
sublicensees  to  keep,  an  accurate  account  of  the  licensed
operations,  and shall render a full statement  of  the  same  in
writing to the Licensor for each calendar quarter during the term
of  this  Agreement, within 30 days of the end of  such  calendar
quarter,  and  concurrently with the rendering of such  statement


<PAGE>   Exhibit 10.1


pay  to  the Licensor the amount of net earned royalties  accrued
during  the  corresponding calendar quarter. The Licensee  agrees
that  the  Licensor shall have the right, at its own expense  and
not  more  often  than  once in each calendar  year,  to  have  a
certified  public  accountant acceptable to the Licensee  examine
the  books of the Licensee and sublicensees, if any, for the sole
purpose of verifying royalty statements and net earned royalties.

(c)   In addition to the royalties set forth herein, the Licensee
shall  issue  to the Licensor, upon execution of this  Agreement,
150,000 shares of Class A Convertible Preferred Stock, par  value
$10.00  per  share with the following attributes:  the  Preferred
Stock  will receive a 6% per annum dividend; each share  will  be
automatically convertible into 50 shares of common stock bond the
fifth  anniversary of issuance; and each Preferred Share  has  50
votes on all matters that common shareholders may vote upon.

5. Term.

This Agreement shall remain and continue in full force and effect
on   a  continuous  basis  in  perpetuity,  but  subject  to  the
following:

(a) The Licensee may at any time, upon one months' written notice
to  the  Licensor,  terminate  this Agreement  and  the  licenses
granted   hereunder,  the  foregoing  being  without   prejudice,
however, to moneys due or to become due to the Licensor.

(b)  If  any  payments are in default for 15 days  after  written
notice  is  given to the Licensee either by telegram,  telex,  or
registered  mail, or if the Licensee is in default in  performing
any  of  the  other  terms  of this Agreement  and  such  default
continues for a period of 60 days after written notice thereof is
given to the Licensee, then the Licensor shall have the right  to
terminate  this Agreement upon giving notice to the  Licensee  at
least  ten  days prior to the effective date of termination,  and
thereupon  the  Agreement  and the rights  and  licenses  granted
hereunder to the Licensee shall become void without prejudice  to
any remedy of the Licensor for the recovery of any moneys due  it
under this Agreement.

(c)  In  the  event  of  any adjudication  of  bankruptcy  or  of
insolvency  under any statute for the relief of  debtors  or  the
appointment  of a receiver by a court of competent  jurisdiction,
or  the  assignment  for  the benefit of  creditors  or  levy  of
execution  directly involving the Licensee, this Agreement  shall
thereupon terminate forthwith.

(d)  Upon  termination pursuant to this Paragraph 5, the Licensee
shall  duly  account  to  the Licensor and  transfer  to  it  all
rightswhich  it  may have to the patents, inventions,  processes,
and  apparatus,  and all rights to any sublicense or  sublicenses
which may have been granted pursuant to the terms hereof.

6. Indemnity


<PAGE>   Exhibit 10.1


(a)  The  Licensor  shall, at its expense,  defend  the  Licensee
against  a  claim  that  the Process infringes  a  patent  and/or
copyright  granted or registered in the United States,  or  in  a
foreign   country  provided  such  patent  and/or  copyright   is
recognized, or the judgment of which claim is enforceable, in the
United  States, and provided that (i) the Licensee  notifies  the
Licensor  in writing promptly but not less than thirty (30)  days
after  the  Licensee  has actual notice of the  claim;  (ii)  the
Licensor  has  sole  control  of  the  defense  and  all  related
settlement  negotiations;  and  (iii)  the  Licensee  gives   the
Licensor  information and reasonable assistance for the  defense.
If  the  Licensor fails or refuses to defend any such claim,  the
Licensee may assume control of the defense and the Licensor shall
indemnify  and  hold harmless licensee for all  fees,  costs  and
expenses  associated with or arising from such defense.   Subject
to  the  conditions and limitations of liability stated  in  this
Agreement,  the  Licensor shall indemnify and hold  harmless  the
Licensee,  its officers, directors, employees and agents  against
any  such  claims  and  shall pay all costs and  damages  finally
awarded against the Licensee by a court of law or equity,  agreed
to  in settlement or awarded by another body or person authorized
under  law  or  contract to award such damages.  This  obligation
shall  also apply in the event the Licensor, as set forth  above,
fails or refuses to defend any such claim. The Licensor will  not
be  responsible for any settlement made without its prior written
consent,  or  for  any costs, expenses or fees  incurred  by  the
Licensee without the Licensor's prior written consent.

(b)  The  Licensee  agrees that if the  Process  becomes,  or  in
Licensor's  opinion is likely to become, the subject  of  such  a
claim,  the Licensee will permit the Licensor, at its option  and
expense, either to procure the right for the Licensee to continue
using the Process or to replace or modify the Process so that  it
becomes  non-infringing.  The Licensor's liability  shall  in  no
event  exceed the total amount of royalties paid to the  Licensor
by the Licensee pursuant to this Agreement.

(c)  The Licensor has no liability for any claim of patent and/or
copyright  infringement based upon adherence  to  specifications,
designs  or instructions furnished by the Licensee, nor  for  any
claim based upon the combination, operation or use of the Process
with products, software or data not supplied by the Licensor, nor
for  any  claim based upon alteration of the Process  unless  the
Licensor specifically approved the alteration or modification.

(d) This Paragraph sets forth the Licensor's entire liability for
patent and/or copyright infringement related to the Process.

7. New Inventions.

If  during the term of this Agreement, the Licensor, individually
or   collectively,  makes  any  further  improvements   in   such
inventions or the mode of using them, or becomes the owner of any
new  improvements either through patents or otherwise,  then  the
Licensor shall communicate such improvements to the Licensee  and
the  Licensee  shall have the right to include the same  in  this
Agreement without additional compensation.


<PAGE>   Exhibit 10.1


8. Dispute Resolution.

The   parties  voluntarily  agree  that  any  dispute  or   claim
concerning  or  relating to this Agreement shall be  resolved  by
binding   arbitration  in  Trenton,  New  Jersey.   The   parties
voluntarily waive their rights to seek judicial determination  of
such  disputes  or claims. The arbitration proceedings  shall  be
conducted  in accordance with the Commercial Rules of Arbitration
promulgated by the American Arbitration Association,  as  amended
from  time  to time. Any dispute arising under this Agreement  or
with  regard  to  its  interpretation  shall  be  submitted   for
arbitration  to the American Arbitration Association in  Trenton,
New  Jersey in accordance with the rules and regulations of  said
Association. Any controversy or claim arising out of or  relating
to  this  Agreement, or the breach thereof, shall be  settled  by
arbitration  in accordance with the Commercial Arbitration  Rules
of  the  American Arbitration Association, and judgment upon  the
award  rendered by the Arbitrator(s) may be entered in any  court
having jurisdiction thereof.

9. Notice.

Any  notice  required under this agreement shall be addressed  to
the addresses set forth herein.

10. Benefit.

This Agreement shall be binding upon and inure to the benefit  of
the  heirs, legal representatives, successors, and assigns of the
parties  hereto;  provided, however, the rights of  either  party
hereunder  shall  not be assignable nor transferable,  except  to
heirs, without the prior written consent of the other party.

11. Entire Agreement.

This  Agreement and any attachments hereto constitute the  entire
agreement  and understanding of the parties with respect  to  the
subject  matter  hereof and supersede all  prior  agreements  and
understandings,  whether  oral or  written.  No  modification  or
claimed  waiver  of any of the provisions hereof shall  be  valid
unless   in   writing   and  signed  by   the   duly   authorized
representative against whom such modification or waiver is sought
to be enforced.

12. Other Rights.

Nothing  contained  in  this  Agreement  shall  be  construed  as
conferring  by  implication, estoppel, or otherwise  upon  either
party  any license or other right except the licenses and  rights
expressly granted hereunder to that party.


<PAGE>   Exhibit 10.1


13. Acceptance.

Each  party hereby accepts the licenses and rights granted to  it
by  a party under this Agreement subject to all of the terms  and
conditions of this Agreement.

IN WITNESS WHEREOF, and intending to be legally bound hereby, the
parties have each executed and delivered this Agreement as of the
day and year first above written.

W I T N E S S E T H:

__________________________         Careful Sell Holding, LTD

__________________________         By:____________________________



_________________________          Carbon Recovery Corp.,

_________________________          By:___________________________
                                      Lois Augustine



<PAGE>   Exhibit 10.1