EXCLUSIVE LICENSE AGREEMENT
                           ---------------------------

     THIS  EXCLUSIVE  LICENSE AGREEMENT (hereinafter referred to as the "License
Agreement"),  effective  on October 12, 2005, by and between WATAIRE INDUSTRIES,
INC.  (the  "Licensor"),  and  INTERNATIONAL DEVELOPMENT CORP. (the "Licensee").
                              W I T N E S S E T H :
                              - - - - - - - - - -
     WHEREAS,  the  Licensor has developed and is the owner of certain processes
and products relating to the technology-based water generation and purification;
and
     WHEREAS, the Licensor is the owner of certain Patents, hereinafter defined,
on  technology-based  water  generation  and  purification;  and
     WHEREAS,  Licensee  desires to obtain the exclusive right to distribute and
sell  the  aforesaid  water  generation  and purification products in the United
States  of  America,  as  set  forth  in  this  License  Agreement;  and
     WHEREAS,  Licensor  desires to grant to Licensee such exclusive license, as
set  forth  in  this  License  Agreement;
     NOW,  THEREFORE,  in  consideration of the mutual covenants and obligations
hereinafter set forth and for other good and valuable consideration, the receipt
and  sufficiency  of  which are hereby acknowledged, the parties hereto agree as
follows:

                                    ARTICLE I
                                    ---------
                                   DEFINITIONS
                                   -----------
     Each  of  the  following  terms  shall,  wherever  found  in  this  License
Agreement,  be  used  and  understood  in  accordance  with  the  corresponding
definition  below:
     1.1  "Territory"  shall  mean  the  United  States  of  America.
     1.2  "Water  Generation and Purification Technology" shall mean any product
developed  by  Licensor, or with the assistance or at the direction of Licensor,
whether  developed  prior to or subsequent to the Effective Date of this License
Agreement,  including  any  process  for  water generation and purification, any
equipment  for  generating  or  purifying  water,  and  any  apparatus  and


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<PAGE>
methods  which  may  be used by the Licensor in its business of water generation
and  purification.
     1.3  "Patents"  shall  mean  any  patents  and patent applications on Water
Generation  and  Purification  Technology  and/or  any  divisions,
continuations-in-part,  applications  or reissues thereof, and all United States
and  Foreign  Letters  Patents  issued  upon  any  such  patent  applications.
     1.4  "Know-How" and "Information" shall mean all of the technical know-how,
information,  processes,  formulas,  and  preparation  and  usage information on
materials  and sources thereof, directly or indirectly related to the production
process  for  the  Licensed  Products, including without limitation, mechanical,
chemical,  engineering,  and  other  scientific  and  practical  information and
formulas,  and  technical  information  such  as  clinical  data,  drawings,
specifications,  notes,  models,  records, and other writings; all such Know-How
and  Information  shall  be  used  or  practiced  or be capable of being used or
practiced  for  the development and use of the Water Generation and Purification
Technology  and/or  any  Improvements  thereon.
     1.5  "Improvement"  shall  mean  any  modifications or changes to the Water
Generation  and  Purification  Technology.
     1.6  "Licensed  Products"  shall  mean  all  products  of manufacture which
embody, employ, or include the Water Generation and Purification Technology, and
all  parts  and  components  thereof;  provided  that  Licensed  Products  shall
specifically  not  include  services  performed  in  association  with the Water
Generation  and  Purification Technology. Any of such Licensed Products may also
be  referred  to  individually  and  shall  be  termed  "Licensed  Product".
     1.7 "Effective Date" shall mean October 12, 2005, which is the day on which
this  License  Agreement  shall  become  effective.


                                        2
<PAGE>
                                   ARTICLE II
                                   ----------
                           GRANT OF EXCLUSIVE LICENSE
                           --------------------------
     2.1  Licensor  grants  to  Licensee  a  perpetual,  exclusive  license  to
distribute  the  Licensed  Product  and,  subject to the terms of Article V, the
Improvements  ("License")  throughout  the  Territory.
     2.2  The License granted herein shall specifically include the right of the
Licensee  to  grant  sublicenses  to  others  throughout the Territory; provided
however,  that any sublicense granted by Licensee shall not be inconsistent with
the  terms  of  this  License  Agreement.

                                   ARTICLE III
                                   -----------
                             ASSISTANCE BY LICENSOR
                             ----------------------
     3.1  Within  ten  (10)  days  after  execution  of  this License Agreement,
Licensor  shall  supply  to Licensee, at Licensee's principal office in Buffalo,
New  York  without  expense  to  Licensee,  all  materials, know-how and written
information  related  to  the  Water  Generation and Purification Technology not
previously  delivered.
     3.2  For  a  period of six months after the Effective Date hereof, Licensor
shall  use  its  best  efforts  to  develop  and  assist  Licensee in developing
effective  marketing  techniques  for  Licensed  Products.

                                   ARTICLE IV
                                   ----------
                                  CONSIDERATION
                                  -------------
     4.1  Licensee  agrees  to  issue  to  Licensor  15,000,000  shares  of  the
Licensee's  Series  C  preferred  stock,  par  value  $0.001  per  share, on the
Effective Date of this License Agreement in consideration of the License granted
in  Paragraph  2.1.


                                        3
<PAGE>
                                    ARTICLE V
                                    ---------
                                  IMPROVEMENTS
                                  ------------
     5.1  Licensor  and  Licensee agree that they shall keep each other mutually
informed  of  any  Improvements  of which they become aware, whether they become
aware  of  such  Improvements  through  their  own  efforts  or efforts of third
parties.  Licensor  and  Licensee  shall  inform  one  another of the nature and
substance  thereof  within  ninety  (90)  days  following  awareness  of  such
Improvements.
     5.2  Licensor  hereby  grants  Licensee an exclusive license throughout the
Territory under any Improvements of which Licensor becomes the owner pursuant to
this  Article V without any additional cost, the obligation of payment as stated
in Article IV shall be acknowledged as adequate consideration for the license of
such  Improvements.
     5.3  Licensor  and Licensee agree to execute any documents or papers deemed
necessary to effectuate the intent of this Article V and further to execute such
documents  or  papers  as may be necessary for the prosecution of any patents or
applications for patents covering the Improvements. All expenses with respect to
such  assignments or patent applications shall be borne by the party making such
request  and  prosecuting  such  application.

                                   ARTICLE VI
                                   ----------
                               DUTIES OF LICENSEE
                               ------------------
     6.1  Licensee  agrees  to use its best efforts to distribute and market the
Licensed  Product  during  the  term  of  this  License  Agreement.

                                   ARTICLE VII
                                   -----------
                                 CONFIDENTIALITY
                                 ---------------
     7.1  Licensor  and  Licensee  mutually  agree  to  hold  in  confidence the
Information  disclosed  by  Licensor  to  Licensee  pursuant  to  the  perpetual
exclusive  License  of Paragraph 2.1. Both parties further agree that disclosure
of  such  Know-How  and  Information  to  third  parties  may


                                        4
<PAGE>
be  made  only  with the written consent of the party not making the disclosure.
The  provisions  of  this  Paragraph 7.1 shall not be applicable with respect to
Licensee  as  to  such  of  the  Know-How  and  Information  as:
          (a)  is, or shall have been in the possession of Licensee prior to the
     first  disclosure  by  Licensor  thereof  to  Licensee  of  any information
     regarding  the  Water  Generation  and  Purification  Technology;
          (b)  is,  or  through  no  fault  of  Licensee  becomes,  published or
     otherwise  available  to others or the public under circumstances such that
     such others or the public may utilize the information without any direct or
     indirect  obligation  to Licensor, such as disclosure to the public through
     sale  of  Licensed  Products  to  the  public;  and
          (c)  is,  or  at  any time may be, acquired by Licensee from any third
     party  rightfully  possessed  of  the  information  and having no direct or
     indirect  obligation  to  Licensor  with  respect  to  the  information.
     (Information  defined  in subparagraphs (a), (b) and (c) hereof shall be in
     the  "public  domain.")
     7.2  Licensor covenants and agrees that the Licensor will not engage in the
business  of  selling  Licensed  Products,  either  on  his  own behalf, or as a
partner, or as an employee, or as a consultant, in the United States, as long as
this  License  Agreement  is  in  effect.

                                  ARTICLE XIII
                                  ------------
                            DURATION AND REVOKABILITY
                            -------------------------
     8.1  This  License  Agreement  shall be perpetual in duration. This License
Agreement  shall  be  irrevocable.

                                   ARTICLE IX
                                   ----------
                         REPRESENTATIONS AND WARRANTIES
                         ------------------------------
     9.1  Licensor hereby represents and warrants to Licensee that Licensor owns
and  holds the exclusive right and title in and to the Licensed Product, subject
to  no restrictions or encumbrances of any kind. Licensor further represents and
warrants  that  it  has  not  heretofore  made


                                        5
<PAGE>
any  license,  commitment  or  agreement,  nor  will  Licensor make any license,
commitment  or  agreement  for  the  term  of  this  License Agreement, which is
inconsistent with this License Agreement and the rights granted herein, and that
it  has  full  and  complete power and authority to enter into and carry out its
obligations  under  this  License Agreement and under any documents which may be
executed  in connection herewith. Licensor agrees to indemnify and hold Licensee
harmless from any liabilities, costs and expenses (including attorneys' fees and
expenses),  obligations  and  causes  of action arising out of or related to any
breach  of  the  representations  and  warranties  made  by  Licensor  herein.
     9.2 Licensor hereby represents and warrants to Licensee that as a result of
Licensor's actions, no other person, firm or corporation has any right, title or
claim  in  or to the Patents, or the Know-How and Information, and Licensor owns
and  holds the exclusive right, title and interest in and to the Patents free of
all  liens,  restrictions  or  encumbrances  of  any  kind.
     9.3  Prior to the Effective Date hereof, Licensee is free, without recourse
by  Licensor,  to enter into any contract or agreement as to any subject matter,
including  the  subject  matter  of  this  License  Agreement.

                                    ARTICLE X
                                    ---------
                                   ASSIGNMENT
                                   ----------
     10.1  Licensee shall have the right to assign this License Agreement or any
interest  herein  or any right hereunder, to an affiliate, parent, subsidiary or
related  corporation  upon  thirty  (30) days' prior written notice to Licensor.

                                   ARTICLE XI
                                   ----------
                                 APPLICABLE LAW
                                 --------------
     11.1  This License Agreement shall be construed, interpreted and applied in
accordance  with  the  laws  of the State of Texas, without giving effect to the
conflict  of  laws  provisions  thereof.


                                        6
<PAGE>
                                   ARTICLE XII
                                   -----------
                                     NOTICES
                                     -------
     12.1  All  notices,  demands,  or  other writings in this License Agreement
provided  to be given or made or sent, or which may be given or made or sent, by
either  party  hereto  to the other, shall be deemed to have been fully given or
made or sent when made in writing and deposited in the United States mail, first
class,  postage  prepaid,  sent  certified  or registered mail, and addressed as
follows:
     If  to  Licensor:
           Wataire  Industries  Inc.
           Suite  #  24-  3033
           King  George  Hwy,  White  Rock
           BC,  Canada  V4P  1B8
           Attn:  Phil  Fraser

     If  to  Licensee:
           International  Development  Corp.
           534  Delaware  Avenue,  Suite  412
           Buffalo,  New  York  14202
           Attn:  Betty-Ann  Harland
or  at  such other address as either party hereto may specify by notice given in
accordance  with  this  Paragraph  12.1.

                                  ARTICLE XIII
                                  ------------
                                     WAIVER
                                     ------
     13.1  Each  party  covenants  and  agrees  that if the other party fails or
neglects  for  any reason to take advantage of any of the terms hereof providing
for the termination of this License Agreement or if, having the right to declare
this  License  Agreement terminated, such other party shall fail to do, any such
failure  or  neglect  shall  not  be or be deemed or be construed to be a waiver


                                        7
<PAGE>
of  any  cause  for  the  termination  of  this  License  Agreement subsequently
occurring,  or as a waiver of any of the terms, covenants, or conditions of this
License  Agreement  or of the performance thereof. None of the terms, covenants,
or  conditions  of  this  License  Agreement can be waived except by the written
consent  of  the  waiving  party.  Except as otherwise stated herein each of the
parties  hereby waives any claims which it might have against the other prior to
the  date  of  the  execution  of  this  agreement.

                                   ARTICLE XIV
                                   -----------
                               PRODUCTS LIABILITY
                               ------------------
     14.1  Licensee  will  carry  products  liability  insurance  in  an  amount
commensurate  with  the  risks  connected  with the distribution and sale of the
Licensed  Products.  Such  insurance  will  name Licensor as coinsured. Licensee
agrees  to  indemnify  and  hold  Licensor  harmless against any and all claims,
liabilities,  losses,  expenses,  fees,  including without limitation attorneys'
fees,  damages,  including without limitation amounts of judgment and/or amounts
paid  in  settlement,  or  costs (all of the foregoing being collectively called
"Costs")  incurred  by it and arising out of or attributable to the distribution
and  sale  of  Licensed  Products.  Promptly  after  receipt  of  notice  of the
commencement of any action or assertion of any claim against Licensor in respect
of  which  indemnification  may  be  sought,  Licensor  shall notify Licensee in
writing  of  the  commencement  of  such action or assertion of such claim. Upon
receipt  of  the  notice  of  commencement  of  suit or assertion of such claim,
Licensee  shall  notify  Licensor  within  fifteen (15) days that Licensee shall
appear  and  defend  (including the sole authority to compromise and settle such
claim;  provided  however, that such settlement or compromise does not affect in
any  way the activities or rights of Licensor) against any such suit or claim at
Licensee's  expense, with an attorney of its choice. In the event Licensee shall
fail  to  give  notice of and undertake to appear and defend within such fifteen
(15) day period, then it is hereby expressly agreed that the right to appear and
defend  by  Licensee  has  been  waived  and  Licensor shall proceed on its sole
authority,  at  Licensee's  expense.
     14.2  Licensor  agrees  to indemnify and hold Licensee harmless against any
and  all  claims,  liabilities,  losses,  expenses,  fees,  including  without
limitation  attorneys'  fees,  damages,  including


                                        8
<PAGE>
without  limitation  amounts  of judgments and/or amounts paid in settlement, or
costs  (all  of  the foregoing being collectively called "Costs") incurred by it
and  arising out of or attributable to the design of Licensed Products. Promptly
after  receipt  of  notice of the commencement of any action or assertion of any
claim  against  Licensee  in  respect  of  which  indemnification may be sought,
Licensee  shall notify Licensor in writing of the commencement of such action or
assertion  of  such claim. Upon receipt of the notice of commencement of suit or
assertion of such claim, Licensor shall notify Licensee within fifteen (15) days
that  Licensor  shall  appear  and  defend  (including  the  sole  authority  to
compromise  and  settle  such  claim;  provided however, that such settlement or
compromise  does  not  affect  in  any way the activities or rights of Licensor)
against  any  such  suit or claim at Licensor's expense, with an attorney of its
choice.  In  the  event  Licensor  shall fail to give notice of and undertake to
appear  and  defend  within  such  fifteen  (15)  day  period, then it is hereby
expressly agreed that the right to appear and defend by Licensor has been waived
and  Licensee  shall  proceed  on  its  sole  authority  at  Licensor's expense.

                                   ARTICLE XV
                                   ----------
                                  MISCELLANEOUS
                                  -------------
     15.1  Scope  of  Agreement.  This  License Agreement constitutes the entire
           ------------------
agreement  between  the  parties  pertaining  to  the  subject  matter  hereof.
     15.2  Construction.  The  parties  acknowledge  that  each  party  and  its
           ------------
counsel  have  reviewed  and  revised this License Agreement and that the normal
rule  of  construction  to  the  effect  that any ambiguities are to be resolved
against  the  drafting party shall not be employed in the interpretation of this
License  Agreement  or  any  amendments  or  exhibits  hereto.
     15.3  Headings.  The  subject  headings  of  the paragraphs of this License
           --------
Agreement  are  included  for purposes of convenience only, and shall not affect
the  construction  or  interpretation  of  any  of  its  provisions.
     15.4  Counterparts.  This  License  Agreement  may  be  executed  in one or
           ------------
more  counterparts,  and all so executed shall constitute one agreement, binding
on  both  parties  hereto notwithstanding that both parties are not signatory to
the  same  counterpart.


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<PAGE>
     15.5  Severability.  If  any  part  or  parts of this License Agreement are
           ------------
found  to  be  illegal  or  unenforceable,  the  remainder  shall  be considered
severable,  shall  remain  in  full  force and effect, and shall be enforceable.
     15.6  Further  Documents.  Each  of  the  parties  shall take all necessary
           ------------------
actions,  including  the  execution  and  delivery of all necessary documents or
instruments,  as  may  be  reasonably  requested  by the other party in order to
effectuate  the  intent  of  this  License  Agreement.


                                       10
<PAGE>
                                   ARTICLE XVI
                                   -----------
                                  FORCE MAJEURE
                                  -------------
     16.1 Neither party hereto shall be liable to the other party for failure or
delay  in  the  performance  of any duties or obligations hereunder or in making
shipments  of Licensed Products manufactured hereunder due to strikes, lockouts,
acts  of God, acts of war, fire, flood, explosions, embargo, litigation or labor
disputes,  Government  or  any  other  laws  and regulations, or any other cause
beyond  the  control  and  without  the  fault  of  such  party.

     IN WITNESS WHEREOF, the parties hereto have executed this License Agreement
in  duplicate  originals,  individually, or by their duly authorized officers or
representatives,  as  of  the  date  first  hereinabove  written.


                                      WATAIRE INDUSTRIES, INC.



                                      By /s/ Phil Fraser
                                        ----------------------------------------
                                         Phil Fraser
                                         President



                                      INTERNATIONAL DEVELOPMENT CORP.



                                      By /s/ Betty-Ann Harland
                                        ----------------------------------------
                                         Betty-Ann Harland
                                         CEO


                                       11


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