<PAGE>   1
                                                                    Exhibit 10.3


                  * Certain portions of this exhibit have been omitted based
                  upon a request for confidential treatment that has been filed
                  with the Commission. The omitted portions have been filed
                  separately with the Commission.


                            MASTER LICENCE AGREEMENT

                  ELECTROLYTE THERAPY & INFRA-RED THERMOGRAPHY



BETWEEN:

                    HER MAJESTY THE QUEEN IN RIGHT OF CANADA

       as represented by the Minister of Agriculture and Agri-Food Canada

                                   (LICENCOR)


AND:
                           eMERGE VISION SYSTEMS INC.

             a corporation incorporated under the laws of Delaware;
               and having its head office at 10315 102nd Terrance
                    Sebastian, Florida, United States, 32958

                                   (LICENCEE)

<PAGE>   2
                                                PROTECTED - BUSINESS INFORMATION

                                TABLE OF CONTENTS
                                  ------------
                            MASTER LICENCE AGREEMENT

                  ELECTROLYTE THERAPY & INFRA-RED THERMOGRAPHY




INTRODUCTION..................................................................
1       DEFINITIONS...........................................................
2       SURRENDER & GRANT OF LICENCE..........................................
        Surrender.............................................................
        Grant.................................................................
        Sub-licencing.........................................................
        Canada's Consent......................................................
        Sub-licence Conditions................................................
        Termination...........................................................
        Third Party Obligations - eVS.........................................
        Third Party Obligations - Canada......................................
        Use of Canadian Corporations..........................................
        Disclosure Obligation - Canada........................................
        Material Terms........................................................
3       TERM..................................................................
        Initial Term..........................................................
        Renewal Conditions....................................................
                 No Dispute...................................................
                 Dispute /Contingent Renewal Pending ADR......................
4       EXPLOITATION OF LICENCED TECHNOLOGIES.................................
        Best Efforts to Commercialize.........................................
        Royalty Holiday.......................................................
        Start-Up Costs........................................................
        Continuing Obligations During Holiday.................................
                 Patents......................................................
                 Collaborations...............................................
                 Research Support Payment.....................................
        Fundamental Terms.....................................................
5       ROYALTIES.............................................................
        Percentage Royalty of Gross Revenues..................................
        Payments Semi-Annually................................................


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<PAGE>   3
                                                PROTECTED - BUSINESS INFORMATION

        Payment Dates.........................................................
        Payment Method........................................................
        Cheque Requirements...................................................
        Payments to Canada after Termination..................................
        Attribution of Royalties..............................................
6       IP OWNERSHIP & REPRESENTATIONS........................................
        Canada Owns Licenced Technologies.....................................
        No Impeachment........................................................
        Inimical Use of Confidential Information..............................
        Regulatory Rights.....................................................
        Inventors Rights......................................................
        No Litigation.........................................................
        Third Party Rights....................................................
        Infringement..........................................................
        Patent Coverage & Formula.............................................
        US Federal Department of Agriculture (FDA) Regulatory.................
                 Manufacture..................................................
                 No Export....................................................
                 Disclosure by Canada.........................................
                 Product Claims...............................................
                 Animal Food..................................................
                 FDA Problems.................................................
                 No Misrepresentations........................................
                 Laboratory Practices.........................................
        Material Terms........................................................
7       IMPROVEMENTS, R & D, COLLABORATIONS...................................
        Carve Out.............................................................
        Licencing of Improvements from Canada's R & D under Carve Out.........
        No Competition........................................................
        Collaborations Between eVS and Canada.................................
        Licencing of Improvements from eVS / Canada Collaborations............
        Licencing of Serendipitous Technologies from eVS / Canada
                 Collaborations...............................................
        Third Party Licences Resulting Technology.............................
        Improvements Part of Licenced Technologies............................
        Discretion to Collaborate.............................................
        Either Party Unable / Unwilling to Collaborate........................
        Third Party Collaborations............................................
        Ownership of Background Intellectual Property.........................
        Material Terms........................................................
8       WARRANTIES OF QUALITY.................................................
        No Warranties.........................................................

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                                                PROTECTED - BUSINESS INFORMATION

        Disclaimer of Implied Warranties......................................
        Third Party Representations...........................................
        Disclosure by Canada..................................................
        Disclosure & Due Diligence............................................
        Confidential Information Without Warranty / No Reliance...............
9       PATENTS...............................................................
        Queen Owns All Patents................................................
        eVS Discretion to Patent..............................................
        eVS Responsibility for Patent Costs...................................
        Canada Responsibility for Patent Costs................................
        Material Terms........................................................
10      REGULATORY............................................................
        Notice to Assist......................................................
        Assistance............................................................
        Canada's Advisory Board Positions.....................................
        Costs of Canada's Advisory Board Members..............................
        Regulatory Costs......................................................
        Decision to Register..................................................
        Registration Ownership................................................
        Trademark Use.........................................................
        Trademark and Quality Control.........................................
11      AUDITS & QUALITY CONTROL..............................................
        Audit Rights and Purposes.............................................
        Audit Timing / Process / Cost.........................................
        Regulatory Quality Standards..........................................
        Contractual Quality Standards.........................................
        Spot Audits...........................................................
        Material Terms........................................................
12      REPORTS...............................................................
        Administrative Meetings...............................................
13      CORPORATE REPRESENTATIONS & WARRANTIES................................
        eVS...................................................................
                 Ability......................................................
                 Authorization................................................
                 Enforceable..................................................
                 Litigation...................................................
                 Veracity of Statements.......................................
                 Third Party Representations..................................
        Canada................................................................
                 Authorization................................................
                 Veracity of Statements.......................................

                                                                               4
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                                                PROTECTED - BUSINESS INFORMATION

                 Compliance of Laws...........................................
14      PATENT INFRINGEMENT...................................................
        Notice ...............................................................
        Core Countries........................................................
        Canada Defends / Prosecutes...........................................
        eVS Co-Counsel........................................................
                 eVS Assumes Control of Litigation............................
        Costs when eVS Assumes Control of Litigation..........................
        Canada Controls Payment of Damage / Settlement Terms..................
                 Canada's Damage Awards Distribution..........................
        eVS Defends / Prosecutes..............................................
                 Non-Core Country Infringement Actions........................
                 Parties Jointly Police Infringement..........................
15      INDEMNIFICATION.......................................................
        Reciprocal for Negligence / Contract Breach...........................
        Procedures............................................................
                 Notice.......................................................
                 Indemnifying Party Defends...................................
                 Indemnified Party Defends....................................
                 Co-operation.................................................
                 Mutual Consent of Settlement.................................
16      TERMINATION...........................................................
        By Canada for Cause...................................................
        Trademark Rights Terminated...........................................
        Procedure.............................................................
        The Company's Duties on Termination...................................
        Surviving Obligations.................................................
        Surrender of Licence..................................................
17      CONFIDENTIALITY / FIDUCIARY & EQUITABLE REMEDIES......................
        Confidentiality Obligations...........................................
        Confidentiality Measures..............................................
        Distribution by the Receiving Party...................................
        Common Law Duty of Confidentiality....................................
        Confidentiality Exceptions............................................
                 Public Domain................................................
                 Published....................................................
                 Already Known................................................
                 Third Party Discloses........................................
                 Independently Developed......................................
                 Judicial / Administrative Order..............................
        Access to Information.................................................

                                                                               5
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                                                PROTECTED - BUSINESS INFORMATION

                 Access to Information Disclosure.............................
                 Fiduciary....................................................
                 Elements of Fiduciary Relationship...........................
        Equitable Relief......................................................
        Fundamental Terms.....................................................
18      ALTERNATE DISPUTE RESOLUTION (ADR)....................................
        Negotiation...........................................................
                 Informal Negotiations........................................
                 Formal Negotiations..........................................
        Mediation.............................................................
                 Direct to Arbitration........................................
                 Process .....................................................
                 Location.....................................................
                 Unsuccessful.................................................
        Arbitration...........................................................
        Procedure.............................................................
                 Law, Code & Rules............................................
                 Tribunal & Jurisdiction......................................
                 Final & Binding..............................................
                 Proceedings..................................................
                 Language.....................................................
                 Written Communications.......................................
                 Costs........................................................
                 Arbitrator's Written Decision................................
                 Power to Settle..............................................
                 Adjournment to Empower Representative........................
                 Deemed Abandonment...........................................
        General ADR Conditions................................................
                 No Litigation................................................
                 Obligations During Alternate Dispute Resolution (ADR)........
                 Privilege....................................................
                 Confidentiality..............................................
                 ADR Disclosures Not Admissible in Subsequent Proceedings.....
                 Normally Admissible Evidence.................................
                 Material Breach..............................................
19      INTENT AND INTERPRETATION.............................................
        Entire Agreement......................................................
        Pre-Contractual Representations.......................................
        Due Diligence Search..................................................
        Independent Legal Advice..............................................
        No Adverse Presumption in Case of Ambiguity...........................



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                                                PROTECTED - BUSINESS INFORMATION

        Severability..........................................................
        Plurality and Gender..................................................
        Not a Joint Venture...................................................
        Minister Not Fettered.................................................
        Federal Legislation...................................................
        Right to Legislate....................................................
        No Implied Obligations................................................
        Access to Information.................................................
        Governing Law.........................................................
        Waiver................................................................
        Contract Always Speaks................................................
        Time is of the Essence................................................
        Force Majeure.........................................................
        Headings..............................................................
        Appendices............................................................
20      LEGAL RIGHTS..........................................................
        Amendments............................................................
        Assignment by Canada..................................................
        Sub-Contract Rights...................................................
        Assignment............................................................
        No Third Party Rights.................................................
        Remedies Cumulative...................................................
        Mutual Assistance.....................................................
        Facsimile Counterparts................................................
21      CROWN GENERAL.........................................................
        No Bribes.............................................................
        No Share to Members of Parliament.....................................
        Public Office Holders.................................................
        Compliance with Law...................................................
        Disclosure of Master Licence during Due Diligence Audit - eVS.........
        Disclosure of Master Licence during Due Diligence Audit - Canada......
        Material Terms........................................................
22      NOTICE................................................................
        Addresses / Contacts..................................................
        Deemed Delivery.......................................................
        Change of Address.....................................................
APPENDIX......................................................................
        LICENCED TECHNOLOGIES PATENTS.........................................
APPENDIX......................................................................
        ARBITRATION RULES.....................................................
APPENDIX......................................................................


                                                                               7
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                                                PROTECTED - BUSINESS INFORMATION

        PRE-MIX FORMULATION...................................................
APPENDIX......................................................................
        RMS / AGRESEARCH AGREEMENTS...........................................
APPENDIX......................................................................
        eVS INFRA RED TECHNOLOGIES............................................







                                                                               8
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                                                PROTECTED - BUSINESS INFORMATION

                            MASTER LICENCE AGREEMENT

                  ELECTROLYTE THERAPY & INFRA-RED THERMOGRAPHY

BETWEEN:

                    HER MAJESTY THE QUEEN IN RIGHT OF CANADA
          as represented by the Minister of Agriculture and Agri-Food

                                   ("Canada")

AND:

                           eMERGE VISION SYSTEMS INC.,
             a corporation incorporated under the laws of Delaware;
               and having its head office at 10315 102nd Terrance
                               Sebastian, Florida

                                     ("eVS")

        INTRODUCTION

A.       A. Transport and handling stress can cause significant, metabolic and
         physiological changes in livestock. Dehydration, low blood and tissue
         sugar levels, electrolyte imbalance and thermoregulatory problems
         associated with stress can result in live and carcass weight losses, as
         well as degraded meat quality;

B.       Live weight losses in 500 kg market-weight steers can vary from
         approximately 5 kg (1% of body weight) for short-hauled (1-2 hours)
         animals to upwards of 50kg (10% of body weight) in long-distance (24 to
         48 hours) transported beef animals;

C.       Stress during handling and transport can result in dark, firm, dry
         (DFD) beef that results in significant discounts for these carcasses by
         packers as the DFD meat is discriminated against by most consumers;

D.       Stress also results in the loss of intramuscular fat as cattle quickly
         mobilize this source of energy while under stress, thereby resulting in
         a potential grade loss;

E.       Canada has developed, patented and registered an electrolyte therapy
         which significantly reduces live weight shrink associated with
         transport and handling stress in cattle. This therapy together with all
         directly related know-how and any



                                                                               9
<PAGE>   10
                                                PROTECTED - BUSINESS INFORMATION

         directly related trade secrets is referred to herein as "ET". This
         supplement has also been shown to significantly reduce the incidence of
         DFD carcasses as well as reducing the incidence of grade loss;

F.       Canada has also developed and patented a method, and the software
         required, to identify cattle that are under physiological stress using
         infra-red thermography. This software and method, together with all
         directly related know-how and any directly related trades secrets is
         referred to herein as "IR". This technology is effective in identifying
         stressed animals which are pre-disposed to producing poor quality meat;

G.       R and ET are complementary technologies in that IR detects stressed
         cattle at various stages in the production cycle while ET is a
         restorative which reduces weight and grade loss and the incidence of
         poor quality, DFD, meat;

H.       ET has been licenced and marketed based on a PRE-MIX and LICENCED
         PRODUCT concept.

         i)       The PRE-MIX consists of the protected formulation of the
                  essential elements for the electrolyte therapy.

         ii)      The LICENCED PRODUCT is a mix of a specific quantity of
                  PRE-MIX and other feed base materials such as corn, barley,
                  alfalfa, or other carriers (dependent on the livestock and the
                  medium of delivery, for instance pellets).

        In order to ensure maintenance of quality standards as well as protect
        the confidentiality of the Pre-Mix formulation, the PRE-MIX is licenced
        to a single supplier. Distributers who manufacture and sell the LICENCED
        PRODUCT must purchase the PRE-MIX from this sole supplier;

I.       Several formulations of the ET for beef cattle are registered in
         Canada, and one is in the process of being registered in the U.S.
         Formulations for other livestock, such as swine and poultry are being
         developed;

J.       Although the IR technology has been proven in a pilot setting, it is
         recognized that it requires considerable engineering development to
         scale-up to a commercial system;

K.       Canada has previously licenced selected rights, selected versions and
         different territories of the ET and IR and consented to sub-licences of
         those licenced rights;

L.       An abbreviated version of those licenced selected rights is shown in
         the following

                                                                              10
<PAGE>   11
                                                PROTECTED - BUSINESS INFORMATION

         table, fixed approximately at the point when the PARTIES were
         negotiating the MASTER LICENCE;


<TABLE>
<S>    <C>             <C>    <C>                <C>               <C>             <C>                <C>
1      STS             ET     United States      Exclusive         LICENCED        Sale &             Beef
                                                                   PRODUCT         Distribution       cattle
2      STS             ET     Canada             Exclusive         LICENCED        Manufacture        Beef
                                                                   PRODUCT &                          Cattle
                                                                   PRE-MIX
3      Nutri-Charge    ET     USA                Sub-licence       LICENCED        Non-Excl.          Beef
                                                 Exclusive         PRODUCT &       Manufacture,       Cattle
                                                 Non-exclusive     PRE-MIX         Excl. Sale &
                                                                                   Distribute
4      RMS             ET     Canada             Sub-licence       LICENCED        Manufacture        Beef
                                                                   PRODUCT                            Cattle
5      RMS             ET     Canada             Exclusive         LICENCED        Manufacture,       Beef
                                                                   PRODUCT         Sale & Distribute  Cattle
6      AgResearch      ET     Australia & New    Exclusive         LICENCED        Manufacture,       Beef
                              Zealand                              PRODUCT         Sale & Distribute  Cattle
7      STS             IR     North America      Exclusive         n/a             Manufacture,       Beef &
                                                                                   Sale & Distribute  Swine
8      Nutri-Charge    IR     USA                Sub-licence       n/a             Manufacture,       Beef &
                                                                                   Sale & Distribute  Swine
</TABLE>

M.       Discussions with STS Agriventures Ltd. ("STS") and RMS Research
         Management Systems, Inc. ("RMS") concerning new licence rights resulted
         in new arrangements implemented during the time the PARTIES were
         negotiating the . This also resulted in the termination of a
         sub-licence.

                                                                              11
<PAGE>   12
                                                PROTECTED - BUSINESS INFORMATION

N.       The following table details the state of agreements prior to signing of
         this MASTER LICENCE:

<TABLE>
<S>        <C>             <C>    <C>            <C>               <C>           <C>                       <C>
New        STS             ET     Worldwide      Exclusive         PRE-MIX       Manufacture and           All
                                                                                 sale                      animals
                                                                                 manufacturers of
                                                                                 LICENCED
                                                                                 PRODUCT
1          STS             ET     U.S.           1)   Exclusive    LICENCED      1) Sales and              Beef
                                                 2)       Non-     PRODUCT &          Distribution         Cattle
                                                      exclusive    PRE-MIX       2) Manufacture
                                                                                 LICENCED PRODUCT
3          Nutri-Charge    ET     U.S.           Sub-licence       LICENCED      1) Sales and              Beef
                                                 1)   Exclusive    PRODUCT &          Distribution         Cattle
                                                 2) Non-           PRE-MIX       2) Manufacture
                                                      Exclusive                  LICENCED PRODUCT
5          RMS             ET     Canada         Exclusive         LICENCED      Manufacture, Sale &       Beef
                                                                   PRODUCT       Distribute
6          AgResearch      ET     Australia &    Exclusive         LICENCED      Manufacture, Sale &       Beef
                                  New                              PRODUCT       Distribute
                                  Zealand
New        RMS             ET     Canada         Exclusive         LICENCED      Manufacture Sales &       Swine
Pend                                                               PRODUCT       Distribution
-ing
7          STS             IR     North          Exclusive         n/a           Manufacture, Sale &       Beef &
                                  America                                        Distribute                Swine
8          Nutri-Charge    IR     USA            Sub-licence       n/a           Manufacture, Sale &       Beef &
                                                                                 Distribute                Swine
</TABLE>


O.       eVS is a company whose strength is in commercializing image
         technologies, with emphasis on animal science applications. eVS's
         affiliated company, Safeguard Scientifics Inc., has considerable
         expertise in the development of spin-off companies which commercialize
         new technologies;

P.       Simultaneously with the execution of this Licence ("MASTER LICENCE"),
         eVS is purchasing all of the shares of the capital stock of STS and all
         of the partnership interests of Nutricharge, and will thereby take
         ownership of the licences previously held by STS and Nutricharge but
         not those held by New Zealand Pastoral Agriculture Research Institute
         Limited ("AgResearch") and RMS;

Q.       As a result of the share purchases identified in recital P, eVS has:

         i)       the North American rights to manufacture, sell and distribute
                  IR for beef &

                                                                              12
<PAGE>   13
                                                PROTECTED - BUSINESS INFORMATION

                  swine;

         ii)      the worldwide rights to manufacture, sell and distribute ET in
                  PRE-MIX format for kingdom animalia; and

         iii)     the U.S. rights to manufacture, sell, and distribute ET in
                  LICENCED PRODUCT format for beef cattle.

R.       eVS and Canada agreed to a process under which concurrently with the
         execution of the MASTER LICENCE:

         i)       eVS will cause the identified licencees and sub-licencees
                  assign, transfer and release all their rights, whether under
                  executed Licence / sub-licence or inchoate, to eVS;

         ii)      eVS surrenders those rights to Canada; and

         iii)     Canada and eVS execute the MASTER LICENCE that globally:

                  a        incorporates the then extant rights and obligations;
                           and

                  b        augments those rights and obligations;

S.       Under the MASTER LICENCE, eVS has:

         i)       an exclusive Licence;

         ii)      to IR and ET;

         iii)     worldwide for IR for food animals, including but not limited
                  to beef & dairy cattle, sheep, swine, elk, bison, deer,
                  reindeer, ratites (i.e. emus) poultry, rabbit;

         iv)      worldwide for ET PRE-MIX for Kingdom Animalia; and

         v)       worldwide for ET sales, manufacture and distribution of the
                  LICENCED PRODUCT;

                  a      except for Australia, New Zealand and Canada for beef;
                         and

                  b      except for Canada for swine.

                  with no right to export the LICENCED PRODUCT into the
                  territories cited in T(v)(a)(b) above, in which eVS does not
                  have the right to sell or distribute such LICENCED PRODUCT.

T.       The underlying principles of the MASTER LICENCE are that:

         i)       eVS has commercial freedom with the concomitant obligation to
                  make all commercially reasonable best efforts to COMMERCIALIZE
                  the ET and IR;

         ii)      Canada will receive a royalty from the COMMERCIALIZATION of ET
                  and IR or either of them or any technology sold or licenced
                  incorporating either or both of them;

         iii)     Canada and eVS collaborate on the enhancement of ET and IR;

         iv)      Canada provides scientific backing to eVS; and


                                                                              13
<PAGE>   14
                                                PROTECTED - BUSINESS INFORMATION

         v) Canada has scientific freedom to continue to conduct research and
         development concerning IR and ET with the concomitant obligation to
         notify eVS to any IMPROVEMENTS.

NOW THEREFORE in consideration of the premises, the terms and conditions
hereinafter contained and other good and valuable consideration, the receipt of
which is hereby acknowledged by each PARTY, the PARTIES hereto covenant and
agree as follows:

1       DEFINITIONS

         1.1      "AFFILIATE" means a subsidiary or corporation controlled (as
                  defined in the Income Tax of Act of Canada) by eVS, but does
                  not include a parent or upstream corporation or sister
                  corporation of eVS or Safeguard Scientifics Inc.

         1.2      "COMMERCIALIZATION" or "COMMERCIALIZE" means:

                  1.2.1   the making, using and sale (and when sold, sold at the
                          SALES PRICE);

                  1.2.2    by eVS;

                  1.2.3    of the LICENCED TECHNOLOGIES;

                  1.2.4    within the LICENCED TERRITORIES;

                  1.2.5    within the FIELDS OF USE;

                  1.2.6    for the commercially reasonable best efforts return
                           to eVS and Canada in accordance with Article 4
                           (Exploitation of Licenced Technologies); and includes

                  1.2.7    eVS obtaining any authorizations or permits that may
                           be required in order for eVS to legally carry out all
                           of its activities under this MASTER LICENCE.

         1.3      "CONFIDENTIAL INFORMATION" means:

                  1.3.1    without limitation:

                           1.3.1.1  all scientific (including INTELLECTUAL
                                    PROPERTY), technical, business, financial,
                                    legal or marketing information; and

                           1.3.1.2  information that is non-public,
                                    confidential, privileged or proprietary in
                                    nature;

                  1.3.2    disclosed orally, in writing or by any medium,
                           electronic or otherwise (and includes, without
                           limitation, samples, prototypes, specimens and
                           derivatives);


                                                                              14
<PAGE>   15
                                                PROTECTED - BUSINESS INFORMATION

                  1.3.3    during discussions, audits, spot audits, meetings,
                           tests, demonstrations, correspondence or otherwise;

                 or any part or portion thereof, related to activities pursuant
                 to the LICENCE AGREEMENT, irrespective of whether or not such
                 information is specifically marked confidential or identified
                 as confidential at the time of disclosure. Notwithstanding the
                 foregoing any oral disclosures that contain CONFIDENTIAL
                 INFORMATION may be identified either:

                  1.3.4    at the time of disclosure as confidential; or

                  1.3.5    reduced into writing and designated as confidential
                           within fifteen (15) days of disclosure.

         1.4      "CORE COUNTRIES" means:

                  1.4.1    Canada;

                  1.4.2    USA;

                  1.4.3    France;

                  1.4.4    Denmark;

                  1.4.5    Germany;

                  1.4.6    Ireland;

                  1.4.7    United Kingdom;

                  1.4.8    Australia; and

                  1.4.9    New Zealand.

         1.5      "DISCLOSING PARTY" or "RECEIVING PARTY" as applicable means
                  either of the PARTIES who is releasing CONFIDENTIAL
                  INFORMATION to the other PARTY or is acquiring CONFIDENTIAL
                  INFORMATION from the other PARTY.

         1.6      "ET" means:

                  1.6.1    the use and formulation of electrolyte therapy (as
                           invented and practised by the Lacombe Research
                           Centre) to improve the general health, meat quality
                           and grading of meat and livestock and other
                           agricultural, zoological and nutraceutical
                           applications premised on such electrolyte therapy;
                           and


                                                                              15
<PAGE>   16
                                                PROTECTED - BUSINESS INFORMATION

                  1.6.2    the use and formulation of electrolyte therapy as
                           claimed in Canadian Patent #2,009,532; US Patent
                           #5,728,675" and the other patents listed in Appendix
                           A (LICENCED TECHNOLOGIES PATENTS);

                  1.6.3    including all directly related know-how and directly
                           related trade secrets in respect of the matter
                           identified in subparagraphs 1.6.2 and 1.6.2.

         1.7      "ET PENDING PRODUCT" means the ET formula which is the subject
                  of the US Federal Department of Agriculture's (FDA) Notice of
                  Claimed Investigations Exemption for a New Animal Drug (INAD).

         1.8      "FIELDS OF USE" means the family of agricultural, zoological
                  or nutraceutical products directly related to ET and IR, more
                  particularly:

                  1.8.1    ET as PRE-MIX and LICENCED PRODUCT, for the Kingdom
                           Animalia in any medium (including without limitation,
                           liquid, pelletized or cubed); and

                  1.8.2    IR for food animals, which includes without
                           limitation: beef and dairy cattle, swine, sheep, elk,
                           deer, bison, ratites (i.e. emus); reindeer (or
                           caribou), poultry and rabbit.

         1.9      "GROSS REVENUES" means revenues received by eVS (or its
                  sub-licencees under paragraph 2.3 (Sub-licencing)) after the
                  two (2) year royalty holiday prescribed by paragraph 4.2
                  (Royalty Holiday) from the:

                  1.9.1    the COMMERCIALIZATION (including
                           without limitation, all transfers, sub-licences,
                           leases, transfers, distributorships or other
                           transactions) of the ET and IR or either of them if
                           only one is being COMMERCIALIZED; and

                  1.9.2    the COMMERCIALIZATION of any agricultural, zoological
                           or nutraceutal derivative of, or product that
                           incorporates in any percentage, ET or IR;

                  For greater clarity, whenever eVS sells a product
                  incorporating in any way ET or IR, in a bona fide commercial
                  transaction the GROSS REVENUES shall be the monies received as
                  the SALES PRICE in that transaction. Alternatively phrased, in
                  transactions which do not constitute sub-licences under
                  paragraph 2.3 (Sub-licencing), in which eVS sells product
                  derivatives of or incorporating ET or IR, to third parties for
                  a specified SALES PRICE, including a distributor or other
                  entity which intends to resell such product, GROSS REVENUES
                  shall means such SALES PRICE.

         1.10     "IMPROVEMENT" means any modification to the LICENCED
                  TECHNOLOGIES which would infringe the PATENTS for either ET or
                  IR or otherwise directly modify or directly improve the
                  LICENCED TECHNOLOGIES:


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<PAGE>   17
                                                PROTECTED - BUSINESS INFORMATION

         1.11     "INTELLECTUAL PROPERTY" means ET and IR; and all directly
                  related: copyrights, designs, methods and processes, show-how,
                  know-how, trade secrets; and other intellectual property
                  rights directly related to the LICENCED TECHNOLOGIES, and for
                  greater clarity, includes any IMPROVEMENTS.

         1.12     "IR" means:

                  1.12.1            use of infra-red technology (as invented and
                                    practised by the Lacombe Research Centre)
                                    for the determination of general health,
                                    meat quality and grading of meat and
                                    livestock and other agricultural, zoological
                                    and nutraceutical applications premised on
                                    such infra-red technology; as claimed in
                                    Canadian patent #2,099,529; US patent
                                    #5,458,418 & 5,595,44 and the other relevant
                                    patents listed in Appendix A (LICENCED
                                    TECHNOLOGIES PATENTS); and

                  1.12.2            including all directly related know-how and
                                    directly related trade secrets needed to
                                    exercise the technology claimed in the
                                    PATENTS

                                    but excluding without limitation:

                  1.12.3            the infra red technology previously created
                                    or owned by eVS and identified in Appendix E
                                    (eVS Infra Red Technologies) and all
                                    improvements thereto not directly derived
                                    from the IR or IMPROVEMENTS;

                  1.12.4            any other infra red technology or
                                    improvements thereto acquired by eVS or
                                    independently developed by eVS after the
                                    date hereof which is not directly derived
                                    from the IR or IMPROVEMENTS; and

                  1.12.5            the visual grading system (known as "CVS")
                                    previously created or owned by Canada
                                    including subsequent improvements thereto
                                    which is not directly derived from the IR or
                                    IMPROVEMENTS;.

         1.13     "LICENCED PRODUCT" means any livestock or animal ready form of
                  ET, more particularly

                  1.13.1            the appropriate mix of a specific quantity
                                    of PRE-MIX and certain feed base materials,

                           1.3.1.1          which mix is dependent on both the
                                            livestock or animal being treated
                                            and the medium of delivery.

         1.14     "LICENCED TERRITORIES" means:


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                  1.14.1  worldwide for IR;

                  1.14.2  worldwide for (ET) PRE-MIX;

                  1.14.3  worldwide for (ET) LICENCED PRODUCT except for:

                         1.14.3.1     Australia, New Zealand and Canada for
                                      beef; and

                         1.14.3.2     Canada for swine.

         1.5      "LICENCED TECHNOLOGIES " means ET and IR and any IMPROVEMENTS
                  that eVS elects to licence pursuant to Article 7
                  (Improvements, R & D, Collaborations).

         1.6      "MASTER LICENCE" means this agreement that includes attached
                  appendices and refers to the whole of this agreement, not to
                  any particular section or portion thereof.

         1.7      "NUTRI-CHARGE AGREEMENTS" means the following licences, as
                  those agreements stood, as of the date of execution of the
                  MASTER LICENCE

                  1.17.1   Sub-Licence Nutri-Charge Agreement dated December 1,
                           1993, between the parties S.T.S. Agriventures Ltd.
                           and Nutri-Charge; and

                  1.17.2   Sub-Licence Detection Technology Agreement dated
                           December 1, 1993, between the parties S.T.S.
                           Agriventures Ltd. and Nutri-Charge.

         1.18     "PARTY" means any one of the signatories to the MASTER LICENCE
                  and PARTIES means both of them and their respective employees,
                  servants and agents.

         1.19     "PATENT" means:

                  1.19.1   the patents listed Appendix A (LICENCED TECHNOLOGIES
                           PATENTS);


                  1.19.2   any continuations, divisions, reissues and any
                           subsequent patents whose priorities are derived from
                           any of the patents in Appendix A (LICENCED
                           TECHNOLOGIES PATENTS); and

                  1.19.3   subsequently patented improvements to the patents in
                           Appendix A (LICENCED TECHNOLOGIES PATENTS).

         1.20     "PATENT OFFICE" means a PATENT OFFICE in any part of the
                  LICENCED TERRITORIES and PATENT Offices means all of them.


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         1.21     "PERIOD ONE" means for each year during any subsisting term of
                  the MASTER LICENCE the period from 1 January through 30 June
                  inclusive.

         1.22     "PERIOD TWO" means for each year during any subsisting term of
                  the MASTER LICENCE the period from 1 July through 31 December
                  inclusive.

         1.23     "PRE- MIX" means the protected / confidential formulation of
                  the essential active ingredients of ET, which when combined
                  with carriers such as corn constitute the LICENCED PRODUCT as
                  specified and identified in Appendix "C" (PRE-MIX FORMULATION)
                  and as claimed in the US patents.

         1.24     "SALES PRICE" means the gross price paid by an arms length
                  purchaser for any LICENCED TECHNOLOGIES sold by eVS or its
                  authorized sub-licencees. In an non-arms length transaction,
                  involving an AFFILIATE, Safeguard Scientifics Inc. or a sister
                  corporation, if the gross price is less than the fair market
                  value, then, for royalty calculation purposes, the gross price
                  shall then be deemed to be the fair market value as set by
                  Canada.

         1.25     "SERENDIPITOUS TECHNOLOGIES" are technologies or improvements
                  that:

                  1.25.1   do not infringe the PATENTS; and

                  1.25.2   are created at the Agriculture Canada's Lacombe
                           Research Centre, Alberta, Canada.

         1.26     "STS AGREEMENTS" means the following licences, as those
                  agreements stood, as of the date of execution of the MASTER
                  LICENCE:

                  1.26.1   Exclusive Licence Agreement - NUTRI-CHARGE(R) - dated
                           October 22, 1993, between Her Majesty the Queen in
                           Right of Canada, as represented by the Minister of
                           Agriculture and S.T.S. Agriventures Ltd.;

                  1.26.2   Amendment to the Exclusive Licence Agreement -
                           NUTRI-CHARGE(R) - STS dated March 21 1997, between
                           Her Majesty the Queen in Right of Canada, as
                           represented by the Minister of Agriculture and S.T.S.
                           Agriventures Ltd.;

                  1.26.3   Sub-licence - NUTRI-CHARGE(R) - Agreement dated
                           December 1, 1993, between S.T.S. Agriventures Ltd.
                           and Nutri-Charge;

                  1.26.4   Agreement - NUTRI-CHARGE(R) - dated March 21, 1997,
                           between Her Majesty the Queen in Right of Canada, as
                           represented by the Minister of Agriculture and S.T.S.
                           Agriventures Ltd.;


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                  1.26.5   Sole Licence Agreement - Detection Technology dated
                           December 1, 1993, between Her Majesty the Queen in
                           Right of Canada, as represented by the Minister of
                           Agriculture and S.T.S. Agriventures Ltd.;

                  1.26.6   Sub-licence Agreement - Detection Technology - dated
                           December 1, 1993, between S.T.S. Agriventures Ltd.
                           and Nutri-Charge; and

                  1.26.7   Exclusive Licence Agreement - NUTRICHARGE(R) -
                           between Her Majesty the Queen in Right of Canada, as
                           represented by the Minister of Agriculture and STS
                           Agriventures Ltd.

         1.27     "TRADEMARK" means the trade name NUTRI-CHARGE(R) which is
                  owned by Canada for Canada, but does not include that trade
                  name as owned by:

                  1.27.1   AgResearch for New Zealand, Australia;

                  1.27.2   STS Agriventures for the UK & EEC; and

                  1.27.3    Nutri-charge Partnership for the United States





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2        SURRENDER & GRANT OF LICENCE

                 Surrender

         2.1      eVS hereby surrenders its STS AGREEMENTS and NUTRI-CHARGE
                  AGREEMENTS to Canada, and Canada accepts the surrender of
                  those agreements. Thereafter the aforementioned agreements:

                  2.1.1    shall be of no further force and effect; and

                  2.1.2    neither PARTY shall have any further liabilities or
                           obligations under any such agreements

                  Grant

         2.2      Subject to the provisions of this MASTER LICENCE, Canada
                  grants to eVS an exclusive, fixed term, terminable pursuant to
                  Article 16 (Termination), royalty bearing licence for:

                  2.2.1    the COMMERCIALIZATION of the LICENCED TECHNOLOGIES;
                           and

                  2.2.2    the TRADEMARK in any jurisdictions for which Canada
                           owns the TRADEMARK and Canada is free to licence it,
                           whether such ownership vests in Canada prior to or
                           subsequent to the execution of the MASTER LICENCE.

                 Sub-licencing

         2.3      eVS is permitted to sub-licence on the same terms and
                  conditions as the MASTER LICENCE:

                  2.3.1    AFFILIATES without the consent of Canada; or

                  2.3.2    non-affiliated or non-controlled parties with the
                           prior written consent of Canada, which consent shall
                           not be unreasonably withheld;

                 granted that in either situation:

                  2.3.3    the sub-licencee is a reputable party capable of
                           meeting its obligations under the sub-licence; and

                  2.3.4    the sub-licence or sub-licencee is in no way
                           prejudicial to Canada's good faith commercial
                           interests concerning the COMMERCIALIZATION of the
                           LICENCED TECHNOLOGIES.

                  Canada's Consent


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     2.4  Canada's consent is required in order to:

          2.4.1  avoid any pronounced conflicts of interest with respect to
                 ongoing planned research or licenced activities by Canada;

          2.4.2  avoid any contractual conflicts by Canada; or

          2.4.3  allow Canada to know who has access to and are exploiting the
                 LICENCED TECHNOLOGIES for reasons of feedback to Canada to
                 allow improvements and development.

          Sub-licence Conditions

          2.5    Any sub-licence granted by eVS shall:

                 2.5.1   be royalty-bearing, revocable, without the right to
                         sub-licence, only within the LICENCED TERRITORIES or
                         any portion thereof, and only within the FIELDS OF USE
                         or a subset thereof;

                 2.5.2   prescribe a royalty against GROSS REVENUES of the
                         sub-licencee of not less than [ ** ];

                 2.5.3   the first [ ** ] of any undivided royalty shall be
                         payable directly to Canada so that Canada is receiving
                         the same monies as if eVS has conducted the
                         COMMERCIALIZATION of the LICENCED TECHNOLOGIES rather
                         than the sub-licencee;

                 2.5.4   give eVS all rights necessary to strictly monitor and
                         enforce quality control standards;

                 2.5.5   be subject to the same obligations and restrictions as
                         those required of eVS under the MASTER LICENCE;

                 2.5.6   be copied to Canada within thirty (30) days of
                         execution; and

                 2.5.7   not be a de facto assignment.

                 Termination

          2.6    Termination of the MASTER LICENCE shall also terminate any
                 subsisting sub-licences.

                 Third Party Obligations - eVS



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          2.7    eVS shall honour any obligations Canada has in its licences or
                 collaboration agreements with RMS and AgResearch including
                 without limitation

                 2.7.1   the supply and pricing of ET PRE-MIX;

                 2.7.2   use of the TRADEMARK; and

                 2.7.3   rights to improvements to the technologies licenced
                         under those agreements.

                 These eVS obligations only apply to the contracts listed in
                 Appendix D (RMS / AgResearch Agreements). For greater
                 certainty, the RMS contract for swine ET in Canada shall be
                 deemed to be an executed contract antecedent in time to the
                 MASTER LICENCE, notwithstanding its actual date of execution or
                 effective date.

                 Third Party Obligations - Canada

          2.8    Canada shall not modify or extend the Appendix D Agreements
                 other than pursuant to the terms of those Appendix D
                 Agreements. Canada will not agree to renew any such agreement
                 without offering to eVS the prior right to enter into an
                 agreement on substantially the same terms and conditions unless
                 the other contracting party has the right to renew such
                 agreement.

                 Use of Canadian Corporations

          2.9    eVS agrees that, when it deems such action to be commercially
                 prudent, it will use Canadian corporations to provide
                 outsourcing or subcontracting services in connection with the
                 COMMERCIALIZATION of ET and IR.

                 Disclosure Obligation - Canada

          2.10   Canada shall have a continuing obligation to disclose in a
                 reasonable manner and time to eVS any new INTELLECTUAL
                 PROPERTY.

                 Material Terms

          2.11   Paragraphs 2.3 (Sub-licencing) to 2.10 (Disclosure Obligation -
                 Canada) are material terms of the MASTER LICENCE.




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3 TERM

                 Initial Term

          3.1    Subject to paragraph 3.2 (Renewal Conditions) and Article 16
                 (Termination) the term of the MASTER LICENCE shall be twenty
                 (20) years from the date of execution.

                 Renewal Conditions

          3.2    eVS shall have the right to elect to renew after the initial
                 term for five (5) year terms, so long as:

                         No Dispute

                 3.2.1   eVS is not in breach of the extant MASTER LICENCE; or

                         Dispute /Contingent Renewal Pending ADR

                 3.2.2   if at the time of an automatic renewal, there is an
                         outstanding dispute or disputes between the PARTIES
                         that has been articulated and referred to negotiation,
                         paragraph 18.2 (Formal Negotiations) or in mediation,
                         paragraph 18.3 (Mediation) or in arbitration, paragraph
                         18.8 (Arbitration) as the case may be, then the MASTER
                         LICENCE shall contingently renew until the dispute is
                         resolved under the dispute resolution mechanisms
                         prescribed under Article 18 (Alternate Dispute
                         Resolution (ADR)).

                         3.2.2.1   If the resolution of the dispute determines
                                   that eVS has committed an act of termination
                                   as defined in Article 16 (Termination), then
                                   Canada shall elect either to:

                                   3.2.2.1.1   allow the renewal to vest; or

                                   3.2.2.1.2   terminate the MASTER LICENCE,
                                               subject to any cure periods.

                         3.2.2.2   If the resolution of the dispute determines
                                   that eVS was not or is not in breach of the
                                   MASTER LICENCE, then the renewal of the
                                   MASTER LICENCE shall vest.





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4 EXPLOITATION OF LICENCED TECHNOLOGIES

                  Best Efforts to Commercialize

          4.1    During the term (or the renewal) of the MASTER LICENCE, eVS
                 shall:

                 4.1.1   use its commercially reasonable best efforts to
                         COMMERCIALIZE the LICENCED TECHNOLOGIES; and

                 4.1.2   not do, or assist anyone to do, anything inimical to
                         the COMMERCIALIZATION of the LICENCED TECHNOLOGIES or
                         TRADEMARK.

                Royalty Holiday

          4.2    Notwithstanding paragraph 4.1 (Best Efforts to Commercialize),
                 because:

                 4.2.1   ET requires regulatory approvals for each of the
                         different products;

                 4.2.2   as of the date of the execution of the MASTER LICENCE,
                         IR is not sufficiently developed for COMMERCIALIZATION
                         due to software and hardware issues; and

                 4.2.3   acquisition, start-up, marketing, manufacturing costs
                         are substantial and well in excess of one million
                         dollars US ($1,000,000).

                 eVS shall have a two (2) year royalty holiday from the date of
                 execution of the MASTER LICENCE in order to obtain the
                 necessary regulatory approvals, mature the IR for market and
                 preserve capital for COMMERCIALIZATION purposes.

                 Start-Up Costs

          4.3    If Canada requires broad details of the costs cited in
                 sub-paragraph 4.2.3 (Royalty Holiday), then eVS shall provide
                 those details sufficient to satisfy Canada's need and
                 motivation for such details. Such information is deemed to be
                 CONFIDENTIAL INFORMATION because of the highly sensitive
                 financial and marketing intelligence contained therein.

                 Continuing Obligations During Holiday

          4.4    The royalty holiday under paragraph 4.2 (Royalty Holiday), does
                 not relieve eVS of its obligations to:

                           Patents



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                 4.4.1   apply for, register, prosecute, secure and maintain
                         PATENTS as further prescribed in Article 9 (Patents);

                           Collaborations

                 4.4.2   fund collaborations concerning ET and IR as prescribed
                         in Article 7 (Improvements, R & D, Collaborations); and

                           Research Support Payment

                 4.4.3   pay twenty thousand dollars US ($20,000) to Canada at
                         the first anniversary of the execution of MASTER
                         LICENCE towards a research support agreement for
                         research purposes designated solely by Canada which may
                         or may not involve the LICENCED TECHNOLOGIES.

                 Fundamental Terms

          4.5    Paragraph 4.1 (Best Efforts to Commercialize) is a fundamental
                 term of the MASTER LICENCE.






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5 ROYALTIES

                 Percentage Royalty of Gross Revenues

          5.1    eVS shall pay a royalty to Canada of [ ** ] of GROSS REVENUES.

                 Payments Semi-Annually

          5.2    The royalties under paragraph 5.1 (Percentage Royalty of Gross
                 Revenues) shall be payable semi-annually to Canada.

                 Payment Dates

          5.3    eVS shall calculate the royalties for PERIOD ONE and PERIOD TWO
                 each year.

                 5.3.1   The payment related to PERIOD ONE, which shall be
                         estimated and based upon unaudited financial
                         statements, shall be made on or about 31 July each
                         year.

                 5.3.2   The payment related to PERIOD TWO, which shall be based
                         upon audited year-end financial statements and
                         adjusted, if necessary, to reflect actual royalties
                         earned in PERIOD ONE, shall be made on or before 15
                         March each year.

                 Payment Method

          5.4    Cheques for the payment of royalties shall be in US funds and
                 made payable to the "Receiver General for Canada". They shall
                 be sent to:

                  Director
                 Agriculture and Agri-Food Canada
                 Lacombe Research Centre
                 6000 C&E Trail
                 Lacombe, Alberta
                 T4L 1W1

                 Cheque Requirements

          5.5    Each cheque shall be accompanied by a statement bearing the
                 Financial Coding of this MASTER LICENCE and the LICENCED
                 TECHNOLOGIES name/identification, and showing the period
                 covered, the total sales, the royalty applicable and the total
                 royalty paid.

                 Payments to Canada after Termination



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          5.6    eVS shall pay to Canada any sums due and payable under the
                 MASTER LICENCE, whether incurred prior to termination or after,
                 in accordance with Article 16 (Termination).

                 Attribution of Royalties

         5.7      eVS shall use its commercially reasonable best efforts to
                  identify how much of the aggregate annual royalties are
                  attributable to each of ET or IR. This information will be
                  disclosed to Canada at the same time the PERIOD TWO payment is
                  made.






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6 IP OWNERSHIP & REPRESENTATIONS

                 Canada Owns Licenced Technologies

          6.1    eVS agrees and is estopped from alleging otherwise, that:

                 6.1.1   subject to the provisions of paragraph 7.12 (Ownership
                         of Background Intellectual Property) the LICENCED
                         TECHNOLOGIES, its creation, discovery, development and
                         every matter relating thereto, forming part thereof and
                         arising therefrom, are vested in and are the sole
                         property of Canada;

                 6.1.2   subject to the provisions of paragraph 7.12 (Ownership
                         of Background Intellectual Property) ownership and all
                         rights to, related to, connected with or arising out of
                         the foregoing, including without limitation, PATENTS,
                         INTELLECTUAL PROPERTY and copyright in and the right to
                         produce and publish or cause to be produced and
                         published all information material and documents, and
                         the right to issue a licence, are vested in and are the
                         sole property of Canada;

                 6.1.3   eVS shall have no rights in and to the foregoing except
                         as may be expressly granted in the MASTER LICENCE and
                         eVS shall not apply for any pertinent or other right
                         and shall not divulge or disclose, without the prior
                         written consent of Canada, any information, material or
                         documents concerning same or make available in any way
                         or use the LICENCED TECHNOLOGIES except as expressly
                         provided in this MASTER LICENCE;

                 6.1.4   Canada is the exclusive owner of the TRADEMARK and all
                         goodwill associated therewith, and any unauthorized use
                         of the TRADEMARK is an infringement of Canada's rights;
                         and

                 6.1.5   eVS acquires no right, title or interest in the
                         TRADEMARK, and eVS shall not in any manner represent
                         that it has any ownership interest in the TRADEMARK or
                         applications or registrations therefor.

                 No Impeachment

          6.2    eVS shall neither impeach or otherwise attack, directly or
                 indirectly, the PATENTS the TRADEMARK or any INTELLECTUAL
                 PROPERTY rights held by Canada in the LICENCED TECHNOLOGIES nor
                 assist any third party to do the same, except where prohibited
                 by law.

                 Inimical Use of Confidential Information

          6.3    Notwithstanding prohibition in paragraph 6.2 (No Impeachment),
                 eVS shall not use any CONFIDENTIAL INFORMATION obtained from
                 Canada in the negotiation of the


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                 MASTER LICENCE, under due diligence searches or otherwise
                 related to this MASTER LICENCE in any manner that violates eVS
                 rights and obligations under the MASTER LICENCE and is inimical
                 to the interests of Canada.

                 Regulatory Rights

          6.4    Canada represents to the best of its knowledge that any
                 regulatory rights to the LICENCED TECHNOLOGIES are as follows:

                 6.4.1   STS Agriventures Ltd. owns the registration for Canada
                         for five ET products for beef cattle;

                 6.4.2   Nutricharge Partnership is in the final stages of the
                         process of getting ownership for one ET product for
                         beef cattle in the USA;

                 6.4.3   Canada is in the process getting ownership for one ET
                         product in Canada for swine; and

                 6.4.4   Agriventures STS Ltd. has obtained a registration for
                         one ET product beef cattle in UK and EEC, which
                         registration does not provide proprietary rights.

                 Inventors Rights

          6.5    Canada has obtained an enforceable written assignment from each
                 named inventor, and the proper inventors have been identified
                 in the PATENTS. Canada has provided to eVS true and correct
                 copies of each such assignment.

          6.6    To the best of Canada's knowledge the PATENTS both constitute a
                 valid and enforceable right of Canada and do not infringe or
                 conflict with the rights of any other person. To the best of
                 Canada's knowledge, Canada has no obligation to compensate any
                 non-governmental third parties in order to use the LICENCED
                 TECHNOLOGIES other than:

                 6.6.1   as prescribed under the Public Servants Inventions Act,
                         pursuant to which payments are carved from any
                         royalties received by Canada for the use of the
                         LICENCED TECHNOLOGIES;


                 6.6.2   a carve out of any royalty stream of Canada's
                         attributable to the use of technology arising out of a
                         collaboration with the Alberta Pork Producers
                         Development Corporation, which collaboration was
                         terminated on 1 July 1994, and which carve shall, as
                         between the PARTIES, be Canada's sole responsible.



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                 No Litigation

          6.7    As of the date of execution of the MASTER LICENCE, to the best
                 of Canada's knowledge, there is no threatened suit, action,
                 claim, arbitration, grievance, litigation, administrative or
                 legal or other proceeding, or investigation, against Canada or
                 its licencees contesting the validity of, or Canada's rights to
                 use, any of the LICENCED TECHNOLOGIES.

                 Third Party Rights

          6.8    Except for:

                 6.8.1   the licences listed in Appendix D ("RMS / AgResearch
                         Agreements);

                 6.8.2   the right to conduct research concerning the LICENCED
                         TECHNOLOGIES; and

                 6.8.3   the regulatory rights listed in paragraph 6.4
                         (Regulatory Rights);

                 as of the date of execution of the MASTER LICENCE, Canada has
                 not granted any commercial licence or other commercial right to
                 use, in any manner, any item of the LICENCED TECHNOLOGIES
                 whether or not requiring the payment of royalties.

                 Infringement

          6.9    To the best of Canada's knowledge, as of the date of execution
                 of the MASTER LICENCE, no person or entity is infringing upon
                 any of Canada's rights to the PATENTS. To the best of Canada's
                 knowledge, Canada's use of the PATENTS prior to the date of
                 this MASTER LICENCE does not infringe, and has not infringed,
                 the rights of any third party. Canada has not received any
                 formal notice of infringement upon, misappropriation of any
                 asserted right of any third party, and to the best of Canada's
                 knowledge, there is no basis for any such notice.

                 Patent Coverage & Formula

          6.10   Canada represents and warrants that:

                 6.10.1  the confidential formulation of the PRE-MIX as
                         identified in Appendix "C" in particular
                         NUTRI-CHARGE(R) MR (market-ready) and NUTRI-CHARGE(R)
                         ON (over- night), but excluding NUTRI-CHARGE(R) TM
                         (tank mixable) are within at least one claim on the US
                         patents;

                 6.10.2  this formulation, as adapted for a particular species
                         or medium of delivery, was disclosed under licence to
                         STS Agriventures Ltd. and Nutricharge (a limited
                         partnership) for regulatory registration.



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                 US Federal Department of Agriculture (FDA) Regulatory

                       Manufacture

          6.11   As of the date of execution of the MASTER LICENCE, to the best
                 of Canada's knowledge, its licencee for the US territory,
                 Nutricharge, manufactured ET PENDING PRODUCT in full compliance
                 with FDA good manufacturing practice requirements.

                       No Export

          6.12   As of the date of execution of the MASTER LICENCE, Canada has
                 not exported PRE-MIX or LICENCED PRODUCT to the USA, and to the
                 best of Canada's knowledge, none of Canada's licencees have
                 exported PRE-MIX or LICENCED PRODUCT to the USA.

                       Disclosure by Canada

          6.13   As of the date of execution of the MASTER LICENCE, Canada has
                 made its best efforts to discuss, satisfy inquiries, locate and
                 disclose to eVS or its agents, all documents or other
                 information in Canada's possession concerning communications to
                 or from the FDA or prepared by the FDA, concerning the ET
                 PENDING PRODUCT, and the related FDA regulatory requirements
                 for new animal drugs.

                       Product Claims

          6.14   As of the date of execution of the MASTER LICENCE, Canada has
                 agreed with the FDA as to a protocol to prove the following
                 claims concerning the ET PENDING PRODUCT:

                 6.14.1  increased dressing percentage;

                 6.14.2  reduced proportions of dark cutter which are animals
                         with low muscle glycogen and high pH;

                 6.14.3  reduced mobility of intra-muscular fat resulting in a
                         higher marbling score;

                 As evidenced by FDA memo dated 28 June 1996, an FDA letter 29
                 September 1997.

                        Animal Food

          6.15   As of the date of the execution of the MASTER LICENCE, to the
                 best of Canada's knowledge, the ET PENDING PRODUCT meets all
                 FDA requirements for use as a


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                 non-human animal food. For greater clarity, Canada has not
                 assessed the ET PENDING PRODUCT with respect to the American
                 Association of Feed Control Officials (AAFCO).

                       FDA Problems

          6.16   As of the date of execution of the MASTER LICENCE, Canada is
                 not currently aware of any issues or problems that would
                 significantly delay or prevent FDA approval of a new animal
                 drug application for the ET PENDING PRODUCT, with the exception
                 of clinical trial results which are the subject of the report
                 entitled "Investigator Final Study Report, INAD, 9267-0-0004".

                       No Misrepresentations

          6.17   As of the date of execution of the MASTER LICENCE, Canada has
                 not, and to the best of Canada's knowledge, Her authorized
                 agents and licencees have not,

                 6.17.1  made any untrue statements of a material fact or
                         fraudulent statement to the FDA;

                 6.17.2  deliberately failed to disclose a fact requirement to
                         be disclosed to the FDA; and


                 6.17.3  paid any bribe or illegal gratuities or committed any
                         deceptive act to or upon the FDA.

                         Laboratory Practices

          6.18   Canada has conducted itself with respect to ET and IR under
                 good laboratory practices, but Canada has not knowingly
                 conducted itself in accordance with any good laboratory
                 practices prescribed by a statute or regulation of another
                 nation.


                 Material Terms

          6.19   Article 6 (IP Ownership & Representations) is a material term
                 of the MASTER LICENCE.






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7 IMPROVEMENTS, R & D, COLLABORATIONS

                 Carve Out

          7.1    Notwithstanding any other provision of this MASTER LICENCE,
                 Canada shall retain from the MASTER LICENCE any and all rights
                 necessary for research and development both:

                 7.1.1   to improve ET and IR; and

                 7.1.2   to pursue research and development directly or
                         indirectly related to ET and IR.

                 Licencing of Improvements from Canada's R & D under Carve Out
          7.2    If IMPROVEMENTS arise from research conducted by Canada at the
                 Lacombe Research Centre under paragraph 7.1 (Carve Out), and

                 7.2.1   those IMPROVEMENTS are exclusively owned by Canada; or

                 7.2.2   there are no pre-emptory or third party rights to those
                         IMPROVEMENTS under pre-existing agreements concerning
                         IR or ET;

                 then those IMPROVEMENTS shall be licenced exclusively to eVS
                 under the MASTER LICENCE upon notification by Canada of such
                 IMPROVEMENTS and acceptance of same by eVS in writing within
                 one hundred and eighty (180) days of the notification. Any
                 SERENDIPITOUS IMPROVEMENTS arising from research conducted by
                 Canada under paragraph 7.1 (Carve Out) shall not be covered by
                 the MASTER LICENCE.

                 No Competition

          7.3    Canada shall not COMMERCIALIZE ET or IR or any IMPROVEMENTS,
                 but nothing in this obligation shall derogate or diminish
                 Canada's right to conduct research and development as
                 contemplated in paragraph 7.1 (Carve Out).

                 Collaborations Between eVS and Canada


          7.4    eVS and Canada shall each have the option to be a collaborator
                 with the other in any projects concerning IR or ET. If the
                 PARTIES agree to such a collaboration, then eVS and Canada
                 (through the Lacombe Research Centre) shall support on a
                 case-by-case, mutually agreed upon basis, such collaborations
                 in cash or in kind, or both. Each PARTY shall thereafter
                 provide the other PARTY with periodic progress reports
                 regarding the status of the collaboration as provided for in
                 the applicable collaboration agreement.



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                 Licencing of Improvements from eVS / Canada Collaborations

          7.5    Any IMPROVEMENTS produced in any collaboration between eVS and
                 Canada (Lacombe Research Centre) pursuant to paragraph 7.4
                 (Collaborations Between eVS and Canada) shall be licenced
                 exclusively to eVS under the MASTER LICENCE after notification
                 by Canada of such IMPROVEMENT and acceptance of same by eVS in
                 writing within one hundred and eighty (180) days from such
                 notification. The IMPROVEMENTS shall be owned by Canada unless
                 eVS brought technology into the collaboration which was crucial
                 to the collaboration in which case the resulting technology
                 shall be jointly owned in proportion to the values of the
                 technologies brought by the PARTIES.

                 Licencing of Serendipitous Technologies from eVS / Canada
                 Collaborations

          7.6    After notification by Canada of any SERENDIPITOUS TECHNOLOGIES
                 produced in any collaboration between eVS and Canada pursuant
                 to paragraph 7.4 (Collaborations Between eVS and Canada), eVS
                 shall have an option (exercisable in writing within one hundred
                 and eighty (180) days from the aforementioned notification) to
                 exclusively licence those SERENDIPITOUS TECHNOLOGIES, on
                 reasonable commercial terms which terms shall include a
                 commercially reasonable best efforts to COMMERCIALIZE
                 obligations. The SERENDIPITOUS TECHNOLOGIES resulting from the
                 collaboration shall be owned by Canada unless eVS brought
                 technology into the collaboration which was crucial to the
                 collaboration in which case the resulting technology shall be
                 jointly owned in proportion to the values of the technology
                 brought by the PARTIES.

                 Third Party Licences Resulting Technology

          7.7    If under paragraph 7.6, (Licencing Serendipitous Technologies
                 from eVS / Canada Collaborations)

                 7.7.1   eVS funds a collaboration but does not exercise any
                         rights to licence any technology resulting from that
                         collaboration; and

                 7.7.2   Canada commercializes that resulting technology with a
                         third party;

                 then eVS shall be entitled to a portion of any consideration
                 payable under the licence with the third party in an amount to
                 be agreed upon by the PARTIES, which may be determined in part
                 by considering each PARTY's contribution to the collaboration.

                 Improvements Part of Licenced Technologies

          7.8    For greater clarity, if eVS elects to licence IMPROVEMENTS,
                 pursuant to any or all of:



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                 7.8.1   paragraph 7.2 (Canada's R & D under Carve Out);

                 7.8.2   paragraph 7.5 (eVS / Canada Collaborations); and

                 7.8.3   paragraph 7.6 (Serendipitous Technologies from eVS /
                         Canada Collaborations);

                 then such IMPROVEMENTS shall be deemed to be included in the
                 definition of LICENCED TECHNOLOGIES of ET or IR, as applicable.

                 Discretion to Collaborate

          7.9    Collaborations pursuant to paragraph 7.4 (Collaborations
                 Between eVS and Canada) shall be conducted subject to the
                 discretion of Canada and eVS (as applicable), factoring in,
                 amongst other factors:

                 7.9.1   research planning priorities;

                 7.9.2   mandate;

                 7.9.3   pre-existing contractual obligations;

                 7.9.4   scarcity of resources & personnel;

                 7.9.5     Ministerial prerogative; and

                 7.9.6     commercial needs / priorities / time constraints.

                 Either Party Unable / Unwilling to Collaborate

          7.10   If either PARTY is unable or unwilling to collaborate or
                 conduct a collaboration pursuant to paragraph 7.4
                 (Collaborations Between eVS and Canada) due to reasons
                 contemplated in paragraph 7.9 (Discretion to Collaborate) then
                 the other PARTY may enter into a collaboration with a third
                 party, subject to the applicable criteria in paragraph 7.11
                 (Third Party Collaborations).


                 Third Party Collaborations

          7.11   When the PARTIES enter into third party collaboration, as
                 prescribed in paragraph 7.10 (Either Party Unable / Unwilling
                 to Collaborate), Canada and eVS shall:

                 7.11.1  disclose to the other the nature of the collaboration
                         prior to the start of the project;



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                 7.11.2  determine if the third party would collaborate with
                         Canada or eVS as the case may be;

                 7.11.3  ensure that if Canada or eVS (as applicable) do not
                         actively participate in collaborative project, then the
                         project shall be subject to any necessary
                         confidentiality restrictions and third party approvals
                         necessary to protect the CONFIDENTIAL INFORMATION of
                         either Canada or eVS;

                 7.11.4  supply candid, timely and complete disclosure of the
                         findings, results and their impact, potential or
                         otherwise, on ET or IR notwithstanding any
                         confidentiality strictures, to Canada or eVS (as
                         applicable);

                 7.11.5  ensure that eVS or Canada, as the case may be, are
                         signatories to any third party collaborations, even
                         though eVS or Canada are not actively participating in
                         the third party collaboration; and

                 7.11.6  if Canada is an active PARTY to a third party
                         collaboration and eVS is not, Canada will use its best
                         efforts to ensure that any IMPROVEMENTS resulting from
                         such third party collaborations are licenced to eVS
                         under the MASTER LICENCE.

                 For greater clarity, pursuant to subparagraph 7.11.5 (Third
                 Party Collaborations), the PARTIES agree that each must deliver
                 an executed signature page to any third party agreement within
                 thirty (30) days of the receipt of the execution copy of such
                 agreement.

                 Ownership of Background Intellectual Property

          7.12   Any IMPROVEMENTS solely discovered, created, assigned to,
                 licenced or otherwise bought by Canada or eVS remain the
                 property of the PARTY that discovered, created or bought that
                 IMPROVEMENT. Any jointly discovered, created or bought
                 IMPROVEMENTS shall be jointly owned in the ratio which may be
                 determined by the collaboration, contribution or purchase.


                 Material Terms

          7.13   eVS's obligations under this Article are material terms of the
                 MASTER LICENCE.




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8 WARRANTIES OF QUALITY

                 No Warranties

          8.1    Other than as explicitly stated in the MASTER LICENCE, Canada
                 makes no warranties, express or implied, of any nature, for the
                 LICENCED TECHNOLOGIES including without limitation:

                 8.1.1   merchantability;

                 8.1.2   fitness for any or a particular purpose;

                 8.1.3   commercial utility;

                 8.1.4   latent or other defects;

                 8.1.5   infringement or non-infringement of PATENTS or other
                         third party rights;

                 8.1.6   conformity with the laws of any jurisdictions; or

                 8.1.7   fitness for eVS's corporate objectives.

                 Disclaimer of Implied Warranties

          8.2    No legal or equitable warranties implied by law or convention
                 under any domestic, foreign or international legal regime shall
                 apply to the MASTER LICENCE. eVS acknowledges this disclaimer
                 and is estopped from relying on any such warranties against
                 Canada.

                 Third Party Representations

          8.3    eVS shall not represent to any sub-licencee the existence of
                 any warranty concerning the LICENCED TECHNOLOGIES unless such
                 warranty is explicitly stated in the MASTER LICENCE.

                 Disclosure by Canada

          8.4    As of the date of execution of the MASTER LICENCE, Canada has
                 made its best efforts to locate and disclose to eVS all
                 relevant information, studies, publications in Canada's
                 possession or control concerning:

                 8.4.1   any regulatory processes;

                 8.4.2   the use, safety and effectiveness of the PATENTS; and



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                 8.4.3   the safety for consumption by animals that have been
                         treated by the PATENTS;

                 for the purposes originally contemplated under the MASTER
                 LICENCE. To the best of Canada's knowledge all of the
                 aforementioned information, studies, and publications are true
                 and correct in all material respects and omit no material facts
                 the absence of which renders the studies misleading.

                 Disclosure & Due Diligence

          8.5    eVS acknowledges that:

                 8.5.1   eVS has conducted a due diligence search of all matters
                         relevant to the LICENCED TECHNOLOGIES, the PATENTS and
                         the MASTER LICENCE;

                 8.5.2   eVS has had an opportunity to confer with Canada and
                         receive satisfactory answers from Canada; and

                 8.5.3   Canada makes no representation that all the
                         characteristics both favourable and unfavourable have
                         been identified.

                 Confidential Information Without Warranty / No Reliance

          8.6    Except for the representations of Canada in the MASTER LICENCE,

                 8.6.1   eVS shall not rely in any way on the accuracy or
                         completeness of any CONFIDENTIAL INFORMATION or other
                         information provided by Canada under the MASTER
                         LICENCE;

                 8.6.2   any use of such CONFIDENTIAL INFORMATION shall be at
                         eVS sole risk and expense; and

                 8.6.3   any CONFIDENTIAL INFORMATION provided to eVS by Canada
                         is without any warranty or guarantee of any kind
                         whatsoever.



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9 PATENTS

                 Queen Owns All Patents

          9.1    The PARTIES agree that all PATENTS shall be in the name of "Her
                 Majesty the Queen in Right of Canada as represented by the
                 Minister of Agriculture and Agri-Food Canada" except in those
                 instances of joint inventions as contemplated in Article 7
                 (Improvements, R & D, & Collaborations) in which case such
                 patents shall be in joint names.

                 eVS Discretion to Patent

          9.2    eVS shall have discretion as to the jurisdictions in which it
                 seeks patent protection.

                 eVS Responsibility for Patent Costs

          9.3    eVS shall be responsible for all future fees related to present
                 and future PATENT applications, registration, prosecution and
                 maintenance for:

                 9.3.1   all PATENTS in existence at the time of the execution
                         of the MASTER LICENCE, irrespective of whether or not
                         eVS deems those extant PATENTS necessary; and

                 9.3.2   patents deemed necessary by eVS and Canada, or by eVS
                         only.

                 Canada Responsibility for Patent Costs

          9.4    Canada shall be responsible for all fees for patent
                 applications that:

                 9.4.1   are initiated after the execution of the MASTER
                         LICENCE; and

                 9.4.2   deemed necessary by Canada alone.

                 Material Terms

          9.5    eVS's obligations under this Article are material terms of the
                 MASTER LICENCE.




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10 REGULATORY

                 Notice to Assist

          10.1   Canada shall assist eVS to obtain any required regulatory
                 approvals in the CORE COUNTRIES and as necessary elsewhere, for
                 the COMMERCIALIZATION of ET and IR. Such assistance shall be
                 provided after receipt of advance notice by Canada from eVS.
                 eVS shall use its best efforts to provide advance notice to
                 Canada to enable resource planning and allocation, which notice
                 in any event shall be given not less than two (2) weeks prior
                 to the date on which Canada's assistance is needed.

                 Assistance

          10.2   This assistance shall include without limitation:

                 10.2.1  educating eVS personnel or clients in the technology in
                         support of hearings or registration trials;

                 10.2.2  making scientists familiar with the technology
                         available for hearings or registration trials;

                 10.2.3  disclosing scientific reports (under appropriate
                         confidentiality strictures when applicable);

                 10.2.4  establishing / disclosing protocols; and

                 10.2.5  scientific support.

                 eVS acknowledges that when possible, third parties will be used
                 to provide the said assistance in order to preserve and best
                 utilize Canada's scientific resources. Such assistance will be
                 provided by Canada subject to:

                 10.2.6  scarcity of scientific resources and personnel;

                 10.2.7  pre-existing contractual obligations;

                 10.2.8  research and development priorities; and

                 10.2.9  time constraints.

                 In the event third parties cannot be utilized, Canada shall
                 render the necessary support to eVS within a reasonable period
                 of time as mutually agreed to by the parties taking into
                 account the foregoing after receipt of sufficient advance
                 notice pursuant to paragraph 10.1 (Notice to Assist).



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                 Canada's Advisory Board Positions

          10.3   Canada shall have up to two positions on any scientific
                 advisory boards used by eVS regarding ET and IR
                 COMMERCIALIZATION. Canada shall ensure that, as applicable, the
                 Director of the Lacombe Research Centre (or the Director's
                 designate) and one of its scientists who is most conversant
                 with IR or ET shall be Canada's nominees. Canada's scientist
                 position on any advisory boards will be filled on a revolving
                 basis as required.

                 Costs of Canada's Advisory Board Members

          10.4   eVS shall pay all travel, accommodation and victualing and
                 incidental costs for Canada's members to travel for regulatory
                 or advisory board purposes at rates:

                 10.4.1  not to exceed those prescribed by the Treasury Board of
                         Canada for civil servants where those costs are
                         incurred before notice or approval of the
                         aforementioned costs by eVS; or

                 10.4.2  at the rates in accordance with the policies and
                         procedures of eVS then in effect when the
                         aforementioned costs are approved in advance by eVS;

                 but salary and related expenses shall be borne by Canada.

                 Regulatory Costs

          10.5   eVS shall be solely responsible for any and all regulatory
                 costs, applicable in any jurisdiction, including without
                 limitation: professional fees, consultant costs, trial costs,
                 government fees, levies and charges. For greater clarity and
                 without restricting the generality of the foregoing, eVS shall
                 not be responsible for infringement or litigation costs, other
                 than as prescribed under Article 14 (Patent Infringement).

                 Decision to Register

          10.6   eVS shall be responsible, upon consultation with Canada, for
                 determining if a product is to be registered under any
                 regulatory regime, as well as the nature of the registration.
                 Should eVS decide not to register, with or without claims,
                 Canada may independently pursue registration at Canada's own
                 cost.


                 Registration Ownership

          10.7   Registrations shall vest in the name of the PARTY that paid for
                 the registration. Any registrations in the name of eVS shall be
                 as soon as practicable assigned,


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                 transferred or licenced to Canada, for one dollar, upon the
                 expiration or termination of the MASTER LICENCE.

                 Trademark Use

          10.8   eVS shall:

                 10.8.1  use the TRADEMARK only in the manner and form
                         prescribed by Canada in accordance with the reasonable
                         standards and specifications of Canada;

                 10.8.2  observe such reasonable requirements with respect to
                         trademark notices and other forms of marking as Canada
                         from time to time may, in its sole discretion, direct
                         and communicate to eVS; and

                 10.8.3  indicate clearly when using the TRADEMARK that the
                         TRADEMARK is owned by Canada and that the TRADEMARK is
                         being used by eVS under a licence from Canada.

                 Trademark and Quality Control

          10.9   eVS shall only use the TRADEMARK in the territories for which
                 Canada is the owner and only in association with ET which
                 conforms in nature and quality and are produced or performed by
                 eVS in compliance with the contractual and regulatory standards
                 as prescribed in Article 11 (Audits & Quality Control).




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11      AUDITS & QUALITY CONTROL

                 Audit Rights and Purposes

        11.1     Canada shall have the right to audit eVS and examine eVS's
                 records, documentation and data related to the
                 COMMERCIALIZATION of ET and IR in ensure compliance with all
                 terms of the MASTER LICENCE and protection of the TRADEMARK.

                 Audit Timing / Process / Cost

        11.2     Such audits will be conducted during the 2nd quarter of any
                 fiscal year after the completion of the preceding years annual
                 audit. The audit will be conducted during normal business hours
                 following reasonable written notice. Canada shall have the
                 option to use the independent auditors of eVS to conduct the
                 forensic royalty audit. If there is a five percent (5%) or more
                 deficiency in royalty payment uncovered by the forensic arm of
                 the independent auditors of eVS, then in addition to
                 immediately paying the deficiency, eVS shall pay Canada's
                 costs, if any, in conducting the audit.

                 Regulatory Quality Standards

        11.3     eVS shall use its best efforts to ensure that all ET and IR
                 processes or products meet or exceed any contractual (pursuant
                 to paragraph 11.4 - Contractual Quality Standards), regulatory
                 or statutory standards. eVS shall contractually require the
                 same compliance from its contractors, sub-contractors or
                 sub-licences.

                 Contractual Quality Standards

        11.4     Canada and eVS shall clearly define in writing quality
                 standards with respect to both product and manufacturing
                 procedures, prior to the manufacture of each product.

                 Spot Audits

        11.5     If:

                 11.5.1   eVS becomes insolvent;

                 11.5.2    eVS fails to pay royalties within thirty (30) days of
                           written notice of the arrears;

                 11.5.3   eVS is notified by a regulatory authority that eVS or
                          one of its contractors, sub-licencees has breached
                          statutory or regulatory standards in the production or
                          use of ET or IR;

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                 11.5.4   eVS fails to meet the contractual standards as
                          prescribed in the procedure in paragraph 11.4
                          (Contractual Quality Standards); or

                 11.5.5    Canada becomes aware of bona fide complaints about
                           the quality of PRE-MIX or LICENCED PRODUCT;

                 then irrespective of the quarter, Canada may ask eVS to conduct
                 spot audits of eVS production and sales sites anywhere in the
                 LICENCED TERRITORIES within fourteen (14) days from written
                 notification from Canada. eVS shall disclose those audit
                 results to Canada within thirty (30) days of each audit.

                 Material Terms

                 11.6 eVS's obligations under this Article are material terms of
the MASTER LICENCE.

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  12     REPORTS

                 Administrative Meetings

        12.1     The PARTIES agree to meet annually to review for the preceding
                 and upcoming year, both the progress of the COMMERCIALIZATION
                 of ET and IR, and related scientific research, in addition to
                 any other issues the PARTIES deem relevant. At the meeting the
                 PARTIES may address:

                 12.1.1    a description of the steps taken by eVS to
                           COMMERCIALIZE and sub-licence the LICENCED
                           TERRITORIES;

                 12.1.2    a description of the marketing conditions for the
                           LICENCED PRODUCT;

                 12.1.3    a report on the production, distribution and sales of
                           the LICENCED PRODUCT;

                 12.1.4    a statement of:

                           12.1.4.1         the names and addresses of all
                                            sub-licences to whom the LICENCED
                                            PRODUCT has been sub-licenced;

                           12.1.4.2         the latest period (PERIOD ONE or
                                            TWO) reports, and if possible the
                                            revenues from each sub-licencee;

                 12.1.5    a discussion of the business plan for the
                           COMMERCIALIZATION of the LICENCED TECHNOLOGIES both
                           on a strategic and short term basis;

                 12.1.6    a discussion of the research conducted by the PARTIES
                           relevant to the LICENCED TECHNOLOGIES; and

                 12.1.7    a discussion of the proposed research for the next
                           two (2) years both on a strategic and short term
                           basis.

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13      CORPORATE REPRESENTATIONS & WARRANTIES

                 eVS

         13.1    eVS represents and warrants to Canada that as of the date of
                 execution of the MASTER LICENCE:

                          Ability

                 13.1.1  eVS can COMMERCIALIZE the LICENCED PRODUCTS, and eVS
                         has the necessary access to funds, resources and
                         personnel to perform its obligations under the MASTER
                         LICENCE subject to:

                         13.1.1.1          eVS demonstrating that it can produce
                                           products or services or both based on
                                           the LICENCED TECHNOLOGIES in a
                                           financially profitable manner and
                                           that a commercial market exists for
                                           such sales at profitable prices; and

                         13.1.1.2           the receipt of the anticipated
                                            applicable USDA regulatory approvals
                                            for the LICENCED TECHNOLOGIES;

                         This representation and warranty is a fundamental
                         condition of the MASTER LICENCE but is not a guarantee
                         by eVS that there is commercial market for the LICENCED
                         TECHNOLOGIES or that the LICENCED TECHNOLOGIES can be
                         successfully COMMERCIALIZED.

                          Authorization

                 13.1.2   it has the corporate power and authority to negotiate,
                          execute and comply with the MASTER LICENCE;

                          Enforceable

                 13.1.3   it is bound by the MASTER AGREEMENT as a legal, valid
                          and enforceable contract upon execution, limited only
                          by applicable bankruptcy or creditor laws, and general
                          principles of equity;

                          Litigation


                 13.1.4   it has no knowledge of any no legal proceeding or
                          order pending against or, to the knowledge of eVS,
                          threatened against or affecting, eVS or any of its
                          properties or otherwise that could adversely affect or
                          restrict the ability of eVS to consummate fully the
                          transactions contemplated by this MASTER LICENCE,
                          (including without limitation the COMMERCIALIZATION of
                          the

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                          LICENCED TECHNOLOGIES) or that in any manner draws
                          into question the validity of this MASTER LICENCE.

                          Veracity of Statements

                 13.1.5   no representation or warranty by eVS contained in this
                          MASTER LICENCE and no statement contained in any
                          certificate, schedule or other instrument furnished to
                          Canada pursuant hereto or in connection with the
                          transactions contemplated hereby, contains any untrue
                          statement of a material fact or omits to state a
                          material fact.

                          Third Party Representations

                 13.1.6 it has not given any undertaking, express or implied, to
any third party which would:

                          13.1.6.1         preclude eVS from fulfilling eVS's
                                           obligations under the MASTER LICENCE;
                                           or

                          13.1.6.2         cause eVS to breach an agreement with
                                           a third party.

                 Canada

        13.2 Canada represents and warrants to eVS as of the date of execution
             of the MASTER LICENCE.

                          Authorization

                 13.2.1   She has the power and authority to negotiate, execute
                          and comply with the MASTER LICENCE, subject to all
                          applicable laws and the royal prerogative and

                          13.2.1.1         no further action is required by or
                                           in respect of any governmental or
                                           regulatory authority;

                          13.2.1.2         to the best of Canada's knowledge the
                                           MASTER LICENCE does not contravene,
                                           violate or constitute a breach or
                                           default under, any requirement of law
                                           applicable to Canada or any contract
                                           to which Canada is bound or subject;
                                           and

                          13.2.1.3         the MASTER LICENCE is legal, binding
                                           and enforceable in accordance with
                                           its terms.

                          Veracity of Statements

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                 13.2.2   no representation or warranty by Canada contained in
                          this MASTER LICENCE and no statement contained in any
                          certificate, schedule or other instrument furnished to
                          eVS pursuant hereto or in connection with the
                          transactions contemplated hereby, contains any untrue
                          statement of a material fact or omits to state a
                          material fact.

                          Compliance of Laws

                 13.2.3   to the best of Canada's knowledge as of the date of
                          execution of the MASTER LICENCE there is:

                           13.2.3.1         no suit, action, claim, arbitration,
                                            administrative or legal or other
                                            proceeding, or governmental or other
                                            investigation pending or threatened
                                            against or affecting the PATENTS
                                            other than

                                    13.2.3.1.1       a grievance by a fee for
                                                     service contractor, Dick
                                                     Graham,(operating under the
                                                     corporate name of
                                                     sensIRscan) who assigned
                                                     his rights of inventorship
                                                     to Canada under IR patent
                                                     #5,458,418, and is now
                                                     claiming a share of any
                                                     royalties received by
                                                     Canada for that patent.

                           13.2.3.2         no failure to comply with, nor any
                                            default under, any law, requirement,
                                            regulation, or order affecting the
                                            PATENTS;

                           13.2.3.3         no violation of or default with
                                            respect to any order, or judgment of
                                            any court, board, agency, or other
                                            instrumentality with jurisdiction
                                            issued or pending against Canada
                                            which might have a material adverse
                                            effect on the PATENTS or the
                                            ownership or use thereof; and

                           13.2.3.4         no incident, events and claims of
                                            product liability relating to the
                                            PATENTS.

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14      PATENT INFRINGEMENT

                 Notice

        14.1     In case of a PATENT infringement, or suspected PATENT
                 infringement eVS or Canada shall promptly notify the other in
                 writing of the alleged infringement of which a PARTY has
                 knowledge.

                 Core Countries

        14.2     If the infringement occurs in the CORE COUNTRIES then Canada
                 shall have

                  14.2.1   in the case of a defence, fourteen (14) days from
                           service of a claim; or

                  14.2.2   in the case of a prosecution / enforcement, ninety
                           (90) days from notification the possible
                           infringement,

                  to determine if Canada will prosecute or defend the
                  infringement action, as the case may be.

                  Canada Defends / Prosecutes

        14.3     If Canada elects to prosecute / enforce or defend an action in
                 a CORE COUNTRY, then eVS shall have the right to participate in
                 the litigation as co-counsel at eVS's sole cost. Any
                 prosecution / enforcement action will claim in addition to any
                 other applicable damages or costs, both the lost revenues to
                 the Canada and the lost revenues to eVS.

                 eVS Co-Counsel

        14.4     All decisions related to the conduct and settlement of the
                 litigation shall be made jointly by the PARTIES except that
                 Canada may settle suits seeking damages for infringement
                 against third party patents without the consent of eVS so long
                 as:

                  14.4.1   such settlement is solely for monetary damages for
                           which Canada is solely responsible as owner of ET or
                           IR;

                  14.4.2   such settlement in no way derogates, diminishes or
                           restricts the rights granted to eVS in the MASTER
                           LICENCE.

                           For greater clarity, the prior written consent of eVS
                  shall be required in all cases where a settlement would
                  derogate, diminish or restrict the rights granted to eVS in
                  the MASTER LICENCE.

                  eVS Assumes Control of Litigation

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         14.5     If there is a disagreement between the PARTIES as to a
                  significant strategic or tactical decision during the course
                  of litigation contemplated in paragraph 14.3 (Canada Defends /
                  Prosecutes), then eVS shall have the right to take over the
                  litigation pursuant to paragraph 14.9 (eVS Defends /
                  Prosecutes) and conduct the litigation in a commercially
                  responsible manner.

                  Costs when eVS Assumes Control of Litigation

         14.6     eVS shall remain responsible for its costs up to the point the
                  transfer of the case under paragraph 14.5 (eVS Assumes Control
                  of Litigation).

                  Canada Controls Payment of Damage / Settlement Terms

         14.7     Notwithstanding the foregoing, eVS shall not have the right
                  to:

                  14.7.1   compromise or otherwise settle damages that might be
                           payable by Canada; or

                  14.7.2   enter a settlement that might derogate, diminish or
                           restrict the rights granted to Canada in the Patents,

                  without Canada's written prior consent.

                  Canada's Damage Awards Distribution

         14.8     If Canada is awarded damages or costs or both, then Canada
                  shall:

                  14.8.1   firstly, deduct its total litigation costs from the
                           amount of the award, if costs are not awarded;

                  14.8.2   secondly, if the court issues a judgment identifying
                           damages for the lost revenues of Canada and of eVS,
                           then the lost revenues damages of eVS shall be
                           forthwith paid to eVs upon receipt;

                  14.8.3   thirdly, if a global damage award is made which does
                           not identify the damage owing to Canada and eVS
                           respectively, then the remaining amount of the award
                           (excluding any punitive damages), shall be deemed to
                           be GROSS REVENUES, and subject to the royalty rate
                           under the MASTER LICENCE; and

                  14.8.4   any punitive damages shall be divided equally between
                           the PARTIES.

                  eVS Defends / Prosecutes

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         14.9     If Canada declines to prosecute or defend in a CORE COUNTRY,
                  then eVS shall be free to take all action that is commercially
                  responsible to prosecute or defend the infringement action,
                  subject always to paragraph 14.7 (Canada Controls Payment of
                  Damage / Settlement Terms).

                  14.9.1   From the date the litigation is commenced, in the
                           case of a prosecution, or from the date of service,
                           in the case of a defence, eVS shall then be entitled
                           to defray from the subsequently generated royalties
                           Article 5 (Royalties) costs of the litigation
                           including without limitation legal fees, court costs,
                           disbursements, and expert fees.

                  14.9.2   If at the time of the PERIOD ONE and PERIOD TWO
                           royalty payments pursuant to paragraph 5.3 (Payment
                           Dates), litigation costs exceed accrued royalties,
                           then no royalties shall be paid, and the excess costs
                           shall be carried forward and set-off against future
                           royalties.

                  14.9.3   If the PARTIES determine that no future royalties are
                           possible, then from that time forward eVS shall bear
                           any additional litigation costs. In any case, Canada
                           shall not be liable for funds greater than the
                           royalty stream owing to Canada.

                  14.9.4   If eVS is awarded damages or costs or both, then
                           after deducting total litigation costs from the
                           amount of the award, if costs are not awarded, eVS
                           shall reimburse Canada:

                           14.9.4.1         firstly, for any amounts set-off
                                            against royalties pertaining to any
                                            litigation costs;

                           14.9.4.2         secondly, the remaining amount of
                                            the award (excluding any punitive
                                            damages) shall be deemed to be GROSS
                                            REVENUES, and subject to the royalty
                                            rate under the MASTER Licence; and

                           14.9.4.3         thirdly, any punitive damages shall
                                            be divided equally between the
                                            PARTIES.

                           Notwithstanding the foregoing, eVS shall not be
                           entitled to "double dip" or have its total litigation
                           costs reimbursed both by Canada and under any general
                           damages or costs award. It is the intention of the
                           PARTIES that for every dollar in costs recovered by
                           eVS, eVS shall reimburse Canada a dollar in set-off
                           royalties.

                  Non-Core Country Infringement Actions

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         14.10    In non-CORE COUNTRIES, eVS alone shall be responsible for all
                  decisions, costs and obligations associated with any
                  infringement prosecutions / enforcements or defences and shall
                  indemnify Canada for the same. Notwithstanding the foregoing,
                  eVS shall brief Canada on not less than an annual basis as to
                  the status of such actions, unless requested by Canada on a
                  case specific basis.

                  Parties Jointly Police Infringement

         14.11    The PARTIES agree that they will jointly police infringement
                  of the ET/IR PATENTS and will consult with the other with
                  respect thereto.

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15       INDEMNIFICATION

                  Reciprocal for Negligence / Contract Breach

         15.1     Subject to any applicable federal laws, Canada and eVS shall
                  each defend, indemnify and hold the other harmless against:

                  15.1.1   any third party claims, costs, or suits arising out
                           of the negligence of the other; and

                  15.1.2   negligence damages related to breaches of material or
                           fundamental representations or covenants contained in
                           the MASTER LICENCE.

                  Procedures

                           Notice

         15.2     Promptly after acquiring knowledge of any claims that fall
                  within the compass of paragraph 15.1 (Reciprocal for
                  Negligence / Contract Breach) Canada or eVS, as the case may
                  be, shall give to the other written notice of such claim.
                  Failure to give this notice shall not relieve the indemnifying
                  party of any liability it may have to the indemnified party if
                  such failure does not materially prejudice the indemnifying
                  party.

                           Indemnifying Party Defends

         15.3     Subject to indemnifying party waiving its right to contest its
                  obligation to indemnify the indemnified party for any such
                  claims, the indemnifying party shall have the right to assume
                  the defense. The indemnifying party shall not be liable to the
                  indemnified party for any legal expenses of other counsel or
                  any other expenses subsequently incurred by such indemnified
                  party in connection with the defense.

                           Indemnified Party Defends

         15.4     If the indemnifying party fails to assume such defense or
                  advises that there are issues which raise conflicts of
                  interest between the PARTIES, the indemnified party may retain
                  one counsel satisfactory to it, and the indemnifying party
                  shall pay all reasonable fees and expenses of such counsel
                  promptly as statements therefor are receive. If the conflict
                  of interest is the reason for such claims or the indemnified
                  party's action resulted in such claims, then the indemnifying
                  party shall be reimbursed by the indemnified party all monies
                  paid under paragraph 15.4.

                           Co-operation

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         15.5     The indemnifying party shall receive from the indemnified
                  party all necessary and reasonable cooperation in said defense
                  including, but not limited to, the services of employees who
                  are familiar with the transactions out of which any such
                  claims may have arisen.

                           Mutual Consent of Settlement

         15.6     The indemnifying party shall not be liable for any settlement
                  effectuated without its prior written consent.

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16       TERMINATION

                  By Canada for Cause

         16.1     The MASTER LICENCE, at the option of Canada, may be terminated
                  forthwith by Canada without compensation to eVS if:

                  16.1.1   eVS fails to COMMERCIALIZE either one of ET or IR in
                           at least one of the CORE COUNTRIES within the earlier
                           of two (2) years from the USFDA regulatory approval
                           for ET as a New Animal Drug Application or four (4)
                           years from the execution of the MASTER LICENCE;

                  16.1.2   eVS fails to fund at least one collaboration or
                           research support agreement within two (2) years from
                           the date of the execution of the MASTER LICENCE;

                  16.1.3   eVS fails to make any required payment within forty
                           five (45) days of receipt of the written notice of
                           the arrears;

                  16.1.4   eVS continues to neglect, or fails to meet, a
                           contractual, regulatory, or statutory standard after
                           receipt of written notice of such deficiency and the
                           expiration of a reasonable period of time to cure the
                           deficiency, as defined in the paragraph 11.3
                           (Regulatory Quality Standards) or paragraph 11.4
                           (Contractual Quality Standards);

                  16.1.5   eVS commits or permits a breach of the identified
                           material or fundamental terms and conditions in the
                           MASTER LICENCE identified in paragraphs and Articles:

                           2.1,     Surrender
                           2.2,     Grant
                           2.3,     Sub-licencing
                           2.4,     Canada's Consent
                           2.5,     Sub-licencing Conditions
                           2.6,     Termination
                           2.7,     Third Party Obligations - eVS
                           4.1,     Best Efforts to Commercialize
                           6.2,     No Impeachment
                           6.3,     Inimical Use of Confidential Information
                           8.3,     Third Party Representations
                           8.6,     Confidential Information without Warranty /
                                    No Reliance
                           9.3,     eVS Responsibility for Patent Costs
                           10.4,    Costs of Canada's Advisory Board Members
                           10.5,    Regulatory Costs
                           10.6,    Decision to Register

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                           10.7,    Registration Ownership
                           10.8,    Trademark Use
                           10.9,    Trademark and Quality Control
                           11.1,    Audit Rights and Purposes
                           11.2,    Audit Timing / Process / Costs
                           11.5,    Spot Audits
                           14.6,    Costs when eVS Assumes Control of Litigation
                           14.7,    Canada Controls Payment of Damage /
                                    Settlement Terms
                           15.1,    Reciprocal Indemnification for Negligence /
                                    Contract Breach
                           17.1,    Confidentiality Obligations
                           17.2,    Confidentiality Measures
                           17.3,    Distribution by the Receiving Party
                           17.4,    Common Law Duty of Confidentiality
                           17.5,    Confidentiality Exceptions
                           17.8,    Fiduciary
                           17.9,    Elements of Fiduciary Relationship
                           17.10,   Equitable Relief
                           21.1,    No Bribes
                           21.4,    Compliance with Law; and

                           Article 7, Improvements, R & D Collaborations.

                           and fails to remedy such breach within ninety (90)
                           days after being required in writing to do so by
                           Canada;

                  16.1.6   eVS breaches a representation or warranty in
                           paragraph 13.1 ( eVS) made to Canada hereunder and
                           such breach has a material adverse effect on the
                           benefits to Canada or eVS's ability to perform its
                           obligations hereunder;

                  16.1.7   eVS commences bankruptcy or insolvency proceedings,
                           or has a receiving order made against it or has a
                           receiver appointed to continue its operations, or has
                           its assets seized or otherwise attached for the
                           benefit of creditors, or passes a resolution for
                           winding up, or takes the benefit of any statute for
                           the time being in force, relating to bankrupt or
                           insolvent debtors or the orderly payment of debts;

                  16.1.8   eVS assigns the MASTER LICENCE without the prior
                           written consent of Canada; or


                  Trademark Rights Terminated

         16.2     Canada may terminate the trademark rights and permissions
                  granted under the MASTER LICENCE if eVS breaches any of its
                  obligations with respect to the

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                  TRADEMARK including without limitation eVS's obligations to
                  maintain the quality and character of the LICENCED
                  TECHNOLOGIES or the quality control standards as prescribed in
                  the MASTER LICENCE and such breach is not remedied within 30
                  days of written notice thereof or sooner as circumstances
                  dictate. For greater certainty the termination of the
                  TRADEMARK rights / licence shall not mean or result in the
                  termination of the MASTER LICENCE and the rights granted
                  thereunder to ET and IR.

                  Procedure

         16.3     Termination shall be effected by a notice, that shall be
                  effective as of the date stated therein, but subject to
                  paragraph 16.4 (The Company's Duties on Termination), to
                  terminate the MASTER LICENCE, together with all rights of eVS
                  hereunder, without prejudice:

                  16.3.1   to the right of Canada to sue for and recover any
                           royalties or other sums due Canada; and

                  16.3.2   to the remedy of either PARTY in respect of any
                           previous breach of the MASTER LICENCE.

                  The Company's Duties on Termination

         16.4     Upon termination or expiration of the MASTER LICENCE, eVS
                  shall, at its own cost:

                  16.4.1   return immediately to Canada all CONFIDENTIAL
                           INFORMATION and LICENCED TECHNOLOGIES, including
                           copies thereof;

                  16.4.2   certify in writing to Canada, within thirty (30)
                           days, that to the best of eVS's knowledge all of the
                           CONFIDENTIAL INFORMATION (including copies) has been
                           returned;

                  16.4.3   deliver a detailed statement to Canada of the
                           inventory of the LICENCED TECHNOLOGIES, then
                           existing, but not sold by eVS, as of the date of
                           expiration or termination;

                  16.4.4   provide Canada the right of first refusal to purchase
                           from eVS any LICENCED TECHNOLOGIES stocks at fair
                           market value;

                  16.4.5   dispose of any remaining LICENCED TECHNOLOGIES stocks
                           as specified by Canada;

                  16.4.6   pay all costs due under the MASTER LICENCE, up to and
                           including the termination date, within thirty (30)
                           days of the termination;

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                  16.4.7   pay all costs due under the MASTER LICENCE,
                           subsequent to the termination, for any LICENCED
                           TECHNOLOGIES sold after termination, within seven (7)
                           days of the liability being incurred; and

                  16.4.8   transfer to Canada at no cost, all rights, permits,
                           authorizations, registrations concerning the LICENCED
                           TECHNOLOGIES not already in Canada's name.

                  Surviving Obligations

         16.5     All obligations of the PARTIES which expressly or by their
                  nature survive termination or expiration, shall continue in
                  full force and effect subsequent to and notwithstanding such
                  termination or expiration, until they are satisfied or by
                  their nature expire. For greater clarity, and without
                  restricting the generality of the foregoing, the following
                  provisions survive termination or expiration: Articles 5
                  (Royalties), 17 (Confidentiality / Fiduciary & Equitable
                  Remedies), 15 (Indemnification) and 14 (Patent Infringement)
                  shall survive early termination or expiration of the MASTER
                  LICENCE.

                  Surrender of Licence

         16.6     If eVS does not pay any royalty to Canada within seven (7)
                  years from the execution of the MASTER LICENCE, then eVS shall
                  surrender the MASTER LICENCE to Canada at Canada's election.

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17       CONFIDENTIALITY / FIDUCIARY & EQUITABLE REMEDIES

                  Confidentiality Obligations

         17.1     The CONFIDENTIAL INFORMATION disclosed to the RECEIVING PARTY
                  shall be:

                  17.1.1   used by the RECEIVING PARTY solely for purposes
                           authorized under the MASTER LICENCE;

                  17.1.2   held in confidence, safeguarded and not disclosed by
                           the RECEIVING PARTY; and

                  17.1.3   held in trust and dealt with only as authorized under
                           the MASTER LICENCE.

                  Confidentiality Measures

         17.2     The RECEIVING PARTY shall require that all persons who receive
                  any CONFIDENTIAL INFORMATION:

                  17.2.1   have a need to know;

                  17.2.2   are properly instructed to maintain the CONFIDENTIAL
                           INFORMATION in confidence; and

                  17.2.3   sign a confidentiality agreement that binds the
                           person to the same terms and conditions as outlined
                           herein.

                  Distribution by the Receiving Party

         17.3     Distribution of documents beyond the RECEIVING PARTY'S staff
                  shall be conducted on a need to know basis and only with the
                  written permission of the DISCLOSING PARTY.

                  Common Law Duty of Confidentiality

         17.4     Nothing contained in the MASTER LICENCE derogates, displaces
                  or otherwise diminishes the common law duty of confidentiality
                  vested in the RECEIVING PARTY concerning the CONFIDENTIAL
                  INFORMATION. For greater certainty, the RECEIVING PARTY
                  acknowledges and is estopped from alleging otherwise that:

                  17.4.1   the CONFIDENTIAL INFORMATION is inaccessible
                           (non-public) and identifiable;

                  17.4.2   the CONFIDENTIAL INFORMATION was imparted in
                           circumstances importing an obligation of confidence;
                           and

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                  17.4.3   any use or disclosure of the CONFIDENTIAL
                           INFORMATION, except as authorized in the MASTER
                           LICENCE, prejudices and is detrimental to the
                           DISCLOSING PARTY'S commercial and scientific
                           interests.

                  Confidentiality Exceptions

         17.5     The contractual and common law duties of confidentially
                  shall not apply to the RECEIVING PARTY, if the RECEIVING PARTY
                  can demonstrate that:

                           Public Domain

                  17.5.1   the information was legally and legitimately in the
                           public domain through no act or omission of the
                           RECEIVING PARTY at the time of disclosure;

                           Published

                  17.5.2   the information was legally and legitimately
                           published or otherwise becomes part of the public
                           domain after the time of disclosure of the
                           CONFIDENTIAL INFORMATION to the RECEIVING PARTY,
                           through no act or omission of the RECEIVING PARTY;

                           Already Known

                  17.5.3   the information was already in the possession of the
                           RECEIVING PARTY at the time of disclosure and was not
                           acquired by the RECEIVING PARTY directly or
                           indirectly from the DISCLOSING PARTY, (as shown by
                           documentation sufficient to establish the time of
                           such possession), and the RECEIVING PARTY is free to
                           disclose the information to others without breaching
                           any contractual obligations or common law duties;

                           Third Party Discloses

                  17.5.4   the information become available from an outside
                           source who has a lawful and legitimate right to
                           disclose the information to others, and the RECEIVING
                           PARTY is free to disclose the information to others
                           without breach of any contractual obligations or
                           common law duties;

                           Independently Developed

                  17.5.5   The information was independently developed by the
                           RECEIVING PARTY without the RECEIVING PARTY reviewing
                           or accessing any of the


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                           CONFIDENTIAL INFORMATION (as shown by documentation
                           sufficient to establish the timing of such
                           development); or

                           Judicial / Administrative Order

                  17.5.6   the information was released due to a compulsory
                           disclosure order under a judicial process or under a
                           compulsory regulatory requirement, none of which was
                           invited by or consented to by the RECEIVING PARTY,
                           and if the RECEIVING PARTY is Canada, the invitation
                           or consent did not emanate from the Western Region of
                           Agriculture and Agr-Food Canada's Research Branch.

                  Access to Information

         17.6     The PARTIES agree that any document containing the following
                  information shall be treated by the PARTIES as "confidential
                  third party" information pursuant to section 20 of the Access
                  to Information Act:

                  17.6.1   trade secrets of eVS;

                  17.6.2   financial, commercial, scientific or technical
                           information that is consistently treated in a
                           confidential manner by eVS;

                  17.6.3   information, the disclosure of which could reasonably
                           be expected to result in material financial loss or
                           gain to, or could reasonably be expected to prejudice
                           the competitive position of eVS; and

                  17.6.4   information, the disclosure of which could reasonably
                           be expected to interfere with contractual or other
                           negotiations of eVS.

                  Access to Information Disclosure

         17.7     Notwithstanding paragraph 17.6 (Access to Information), eVS
                  acknowledges that:

                  17.7.1   a court of competent jurisdiction could order the
                           release of information, considered hereunder as
                           confidential third party information; and


                  17.7.2   the Access to Information Act, s. 27, requires that
                           both Canada and eVS be notified of any such release
                           and eVS be allowed to make representations against
                           such release.

                  Fiduciary


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         17.8     eVS acknowledges that in the event eVS breaches its
                  obligations under the confidentiality provisions of paragraph
                  17.1 (Confidentiality Obligations) to 17.7 (Access to
                  Information Disclosure) inclusive, then:

                  17.8.1   eVS shall be deemed a fiduciary of Canada concerning
                           the CONFIDENTIAL INFORMATION disclosed by Canada;

                  17.8.2   eVS shall be deemed to hold in trust for Canada, the
                           CONFIDENTIAL INFORMATION and any benefits arising
                           from eVS improper or unauthorized use of the
                           CONFIDENTIAL INFORMATION

                  Elements of Fiduciary Relationship

         17.9     eVS agrees that under the MASTER LICENCE in the event eVS
                  breaches its obligations under the confidentiality provisions
                  of paragraph 17.1 (Confidentiality Obligations) to 17.7
                  (Access to Information Disclosure) inclusive, then:

                  17.9.1   eVS has power and discretion affecting Canada's
                           interests arising from the disclosure of the
                           CONFIDENTIAL INFORMATION and the licencing of the
                           LICENCED TECHNOLOGIES;

                  17.9.2   eVS can unilaterally exercise that power and
                           discretion so as to affect Canada's commercial and
                           other interests;

                  17.9.3   Canada is vulnerable to the power and discretion
                           vested in eVS; and

                  17.9.4   eVS's primary obligations are to COMMERCIALIZE the
                           LICENCED TECHNOLOGIES and safeguard the CONFIDENTIAL
                           INFORMATION.

                  Equitable Relief

         17.10    eVS acknowledges, and is estopped from alleging otherwise,
                  that:


                  17.10.1  any unauthorized use of the LICENCED TECHNOLOGIES or
                           unauthorized disclosure of the CONFIDENTIAL
                           INFORMATION would cause irreparable harm to Canada;

                  17.10.2  Canada has spent significant money and dedicated
                           significant human, capital and financial resources
                           (some of which are no longer available) in order to
                           create, assemble, or integrate the CONFIDENTIAL
                           INFORMATION or the LICENCED TECHNOLOGIES, as the case
                           may be; and

                  17.10.3  Canada shall be entitled to any and all legal and
                           equitable relief, including, without limitation,
                           injunctive relief, without the need for posting a
                           bond or


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                           security, as well as the equitable remedy of
                           disgorgement (being the ejection of all benefits
                           gained by eVS traceable to the material breach).

                  Fundamental Terms

         17.11    eVS's obligations of confidentiality as prescribed in this
                  Article are fundamental terms of the MASTER LICENCE.


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18       ALTERNATE DISPUTE RESOLUTION (ADR)

                  Negotiation

                           Informal Negotiations

         18.1     If a dispute arises between the PARTIES concerning the
                  construction, interpretation, compliance with or breach of
                  this MASTER LICENCE, then the PARTIES shall:

                  18.1.1   reduce the dispute to writing, and if the PARTIES
                           cannot agree on the wording of the dispute, both
                           PARTIES may submit to each other their written
                           version of the dispute;

                  18.1.2   make bona fide efforts to resolve the dispute by
                           amicable negotiations; and

                  18.1.3   provide full, frank and timely disclosure of all
                           relevant facts, information and documents to
                           facilitate those negotiations.

                           Formal Negotiations

         18.2     If the PARTIES are unable to resolve the dispute within
                  fourteen (14) calendar days from the date of the dispute being
                  reduced to writing by the first PARTY to do so, then within
                  the following thirty (30) days the dispute shall be referred
                  to the Director General Western Region (or the Director of the
                  Lacombe Centre), on behalf of Canada, and to the CEO (or a
                  directly reporting designate) on behalf of eVS to negotiate a
                  resolution.

                  18.2.1   These individuals may not delegate, substitute or
                           direct surrogates for them at these negotiations.

                  18.2.2   These individuals shall meet in person to negotiate
                           and the PARTIES shall bear their own costs.

                  18.2.3   Unless otherwise agreed, the meeting shall alternate
                           between the Edmonton, Alberta, Canada and Orlando,
                           Florida, USA, commencing in Orlando for the first
                           dispute. There shall only be one meeting per dispute,
                           which meeting shall not exceed one business day in
                           length.

                  18.2.4   The meeting shall be held within sixty (60) days from
                           the expiration of the thirty (30) day period in
                           paragraph 18.2 (Formal Negotiations); and

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                  18.2.5   The PARTIES may bring no more than two consultants to
                           a meeting. The two consultants shall not have a right
                           of audience or otherwise to negotiate the dispute.

                  Mediation

         18.3     If, within thirty (30) days following the close of the meeting
                  under paragraph 18.2 (Formal Negotiations), the PARTIES have
                  not succeeded in negotiating a resolution, then the PARTIES
                  may jointly submit the dispute to mediation.

                           Direct to Arbitration

         18.4     If the PARTIES cannot agree to jointly submit the dispute to
                  mediation, then either PARTY may submit the dispute to binding
                  arbitration.

                           Process

         18.5     The PARTIES shall:

                  18.5.1   appoint a mutually acceptable mediator with sixty
                           (60) days from the close of the formal negotiation
                           meeting under subparagraph;

                  18.5.2   participate in good faith in the mediation and
                           negotiations related thereto;

                  18.5.3   send representatives to the mediation shall be
                           empowered or have sufficient delegated authority to
                           resolve, compromise, negotiate or settle the dispute
                           submitted to arbitration, without seeking further
                           instructions or approvals from any superiors or
                           committees / corporate structures, unless the nature
                           of the dispute by law or corporate policies or
                           practices requires approval from the respective
                           corporate structure. In such event, such approval
                           shall be obtained within five (5) business days of
                           the proffer of any settlement offer;

                  18.5.4   bear the costs of the mediation equally, except that
                           each PARTY shall bear its own personal costs of the
                           mediation; and

                  18.5.5   disclose in a full, frank and timely manner all
                           relevant facts, information and documents to
                           facilitate the mediation.

                           Location

         18.6     The mediation shall take place in the city that was not the
                  site of the formal negotiations for the dispute.

                           Unsuccessful


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         18.7     The dispute shall be referred to binding arbitration if the
                  PARTIES are not successful in resolving the dispute through
                  mediation.

                  Arbitration

         18.8     After negotiation (and if applicable, mediation), any
                  subsisting dispute between the PARTIES, shall be referred to
                  arbitration by a written submission signed by either Canada or
                  eVS.

                  Procedure

                           Law, Code & Rules

         18.9     The arbitration tribunal shall be governed by the UN
                  Commercial Arbitration Code, incorporated into the Commercial
                  Arbitration Act, R.S.C. 1985, c. C-34.6 and the Rules in
                  Appendix (Rules). Unless the PARTIES otherwise agree in
                  writing, where there is an inconsistency between the Code and
                  the Rules, the Rules shall prevail to the extent of any such
                  inconsistency.

                           Tribunal & Jurisdiction

         18.10    The arbitration tribunal shall consist of one arbitrator
                  chosen by the PARTIES.

         18.11    The scope of the arbitration shall be limited to the
                  resolution of the dispute submitted to arbitration.

         18.12    The arbitration tribunal shall decide the dispute or
                  difference in accordance with the laws in force in the
                  Province of Ontario and any applicable federal laws. The
                  arbitration tribunal shall not be authorized to decide ex
                  aequo et bono or as amiable compositeur.

                           Final & Binding

         18.13    Subject to the Code, the PARTIES agree that the award and
                  determination of the arbitration tribunal shall be final and
                  binding on both PARTIES.

                           Proceedings

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         18.14    The proceedings shall take place in the city that was not the
                  site of the mediation (or if there was no mediation, in the
                  city that was not the site of the negotiation meeting), unless
                  the PARTIES agree otherwise.

                           Language

         18.15    The language to be used in the proceedings is English, unless
                  the PARTIES hereto agree otherwise.

                           Written Communications

         18.16    All written communication shall be delivered to the PARTIES
                  hereto in the manner provided for in Article 22 (Notice).

                           Costs

         18.17    The costs of the tribunal's fees and expenses shall be shared
                  equally by the PARTIES. The PARTIES shall bear their own
                  costs.

                           Arbitrator's Written Decision

         18.18    The arbitrator shall render a written decision with reasons
                  within thirty (30) days from the close of the hearing or
                  submission of written argument. The decision of the arbitrator
                  shall be final and binding, and not subject to judicial
                  review.

                           Power to Settle

         18.19    The PARTIES' representatives at any arbitration shall be
                  empowered or have sufficient delegated authority to resolve,
                  compromise, negotiate or settle the dispute submitted to
                  arbitration, without seeking further instructions or approvals
                  from any superiors or committees / corporate structures,
                  unless the nature of the dispute by law or corporate policies
                  or practices requires approval from the respective corporate
                  structure. In such event, such approval shall be obtained
                  within five (5) business days of the proffer of any settlement
                  offer.

                           Adjournment to Empower Representative

         18.20    Breach of this provision shall entitle the other PARTY to seek
                  an adjournment of the arbitration proceedings, to give the
                  breaching PARTY time to appoint a duly empowered
                  representative within the thirty (30) days. All costs of the
                  such delay, including tribunal costs and the non-breaching
                  PARTY's costs, shall be paid forthwith by the breaching PARTY.

                           Deemed Abandonment


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         18.21    Failure of the breaching PARTY to appoint such a
                  representative within the thirty (30) day period shall be
                  deemed a withdrawal or abandonment of the dispute by the
                  breaching PARTY and the arbitrator shall render a formal
                  decision, finding in favour of the non-breaching PARTY.

                  General ADR Conditions

                           No Litigation

         18.22    If either PARTY has submitted the dispute to court, then the
                  court filing PARTY shall discontinue the court proceedings
                  forthwith, upon notice from the other PARTY, and both PARTIES
                  shall remit the dispute to alternate dispute resolution as
                  prescribed hereunder.

                           Obligations During Alternate Dispute Resolution (ADR)

         18.23    During the progress of ADR, the PARTIES shall continue to
                  perform their obligations under the MASTER LICENCE.

                           Privilege

         18.24    Neither PARTY shall be required to disclose documents that are
                  privileged or created in contemplation of litigation. If a
                  PARTY does disclose such a document during ADR, that
                  disclosure shall not be construed as a waiver of any privilege
                  unless the DISCLOSING PARTY so elects in writing.

                           Confidentiality

         18.25    The ADR procedure under this Article is confidential and all
                  conduct, statements, promises, offers, views and opinions,
                  whether oral or written, made in the course of the ADR by
                  either PARTY, or the mediator, or the arbitrator, are
                  confidential.

                           ADR Disclosures Not Admissible in Subsequent
                           Proceedings

         18.26    Subject to the paragraph 18.23 (Obligations During
                  Alternative Dispute Resolution (ADR)), all conduct,
                  statements, promises, offers, views and opinions, whether oral
                  or written, made in the course of the ADR by either PARTY, or
                  the mediator, or the arbitrator, are not discoverable or
                  admissible for any purposes, including impeachment, in any
                  litigation or other proceedings involving the PARTIES.

                           Normally Admissible Evidence

         18.27    Evidence that would otherwise be discoverable or admissible is
                  not excluded from use in subsequent civil or administrative
                  proceedings merely as a result of its use in the ADR.


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                           Material Breach

         18.28    The failure, neglect or unwillingness of a PARTY to use or
                  diligently participate in and prosecute a dispute through ADR
                  is a material breach of the MASTER LICENCE.


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19       INTENT AND INTERPRETATION

                  Entire Agreement

         19.1     The MASTER LICENCE constitutes the entire agreement between
                  the PARTIES. The MASTER LICENCE sets forth all representations
                  forming part of, or in any way affecting or relating to the
                  MASTER LICENCE. The PARTIES acknowledge that there are no
                  representations, either oral or written, between eVS and
                  Canada other than those expressly set out in the MASTER
                  LICENCE.

                  Pre-Contractual Representations

         19.2     The MASTER LICENCE supersedes and revokes all negotiations,
                  arrangements, letters of intent, offers, proposals, brochures,
                  representations and information conveyed, whether oral or in
                  writing, between the PARTIES hereto or their respective
                  representatives, or any other person purporting to represent
                  eVS or Canada. The PARTIES agree that:

                  19.2.1   none has been induced to enter into the MASTER
                           LICENCE by any representations not set forth in the
                           MASTER LICENCE;

                  19.2.2   none has relied on any such representations;

                  19.2.3   no such representations shall be used in the
                           interpretation or construction of the MASTER LICENCE;
                           and

                  19.2.4   no claims (including, without limitation, loss of
                           profits, consequential damages and economic loss)
                           arising directly or indirectly from any such
                           representation shall accrue in law or equity to, or
                           be pursued by eVS, and Canada shall have no liability
                           for any such claims.

                  Due Diligence Search

         19.3     eVS agrees that it has conducted its own due diligence
                  examinations.

                  Independent Legal Advice

         19.4     It is acknowledged by the PARTIES that each has had legal
                  advice to the full extent deemed necessary by each PARTY.
                  Furthermore, the PARTIES acknowledge that neither acted under
                  any duress in negotiating, drafting and executing the MASTER
                  LICENCE.


                  No Adverse Presumption in Case of Ambiguity


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         19.5     There shall be no presumption that any ambiguity in the MASTER
                  LICENCE be resolved in favour of either of the PARTIES. For
                  greater certainty, the contra proferentum rule shall not be
                  applied in any interpretation of the MASTER LICENCE.

                  Severability

         19.6     If any part of the MASTER LICENCE is declared or held invalid
                  for any reason, the invalidity of that part will not affect
                  the validity of the remainder, which will continue in full
                  force and effect and be construed as if the MASTER LICENCE had
                  been executed without the invalid portion. The intention of
                  the PARTIES is that the MASTER LICENCE would have been
                  executed without reference to any portion which may, for any
                  reason, be declared or held invalid.

                  Plurality and Gender

         19.7     The MASTER LICENCE will be for the benefit of and be binding
                  upon the heirs, executors, administrators, successors,
                  permitted assigns of eVS and other legal representatives, as
                  the case may be, of each of the PARTIES. Every reference in
                  the MASTER LICENCE to any PARTY includes the heirs, executors,
                  administrators, successors, permitted assigns and other legal
                  representatives of the PARTY.

                  Not a Joint Venture

         19.8     The PARTIES expressly disclaim any intention to create a
                  partnership, joint venture or joint enterprise.

         19.9     The PARTIES acknowledge and agree that:

                  19.9.1   nothing contained in the MASTER LICENCE nor any acts
                           of any PARTY shall constitute or be deemed to
                           constitute the PARTIES as partners, joint venturers
                           or principal and agent in any way or for any purpose;

                  19.9.2   no PARTY has the authority to act for, or to assume
                           any obligation or responsibility on behalf of any
                           other PARTY; and

                  19.9.3   the relationship between the PARTIES is that of
                           licencor and licencee.

                  Minister Not Fettered

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         19.10    Nothing in the MASTER LICENCE shall derogate or otherwise
                  fetter the ability of Canada to regulate, administer, manage
                  or otherwise deal with agriculture and all attendant matters
                  thereto.

                  Federal Legislation

         19.11    The reference in the MASTER LICENCE to any Federal act or
                  regulation includes any subsequent amendment, revision,
                  substitution, consolidation to that act or regulation,
                  notwithstanding that such amendment, revision or substitution
                  occurred after the execution of the MASTER LICENCE or may have
                  a retroactive effect.

                  Right to Legislate

         19.12    Nothing in the MASTER LICENCE shall prohibit, restrict or
                  affect the right or power of the Parliament of Canada to enact
                  any laws of general application whatsoever with respect to any
                  area of law for which the Parliament of Canada has legislative
                  jurisdiction, even if the enactment of any such law affects
                  the MASTER LICENCE, its interpretation, or the rights of
                  either PARTY.

                  No Implied Obligations

         19.13    No implied terms or obligations of any kind, by or on behalf
                  of either of the PARTIES, shall arise from anything in the
                  MASTER LICENCE. The express covenants and agreements herein
                  contained and made by the PARTIES are the only covenants and
                  agreements upon which any rights against either of the PARTIES
                  may be founded.

                  Access to Information

         19.14    Notwithstanding any provision to the contrary in the MASTER
                  LICENCE, eVS acknowledges that Canada is subject to the Access
                  to Information Act, R.S.C. 1985, c.A-1 and related acts, and
                  may be required to release, in whole or in part, the MASTER
                  LICENCE and any other information or documents in Canada's
                  possession or control relating to the MASTER LICENCE and the
                  PARTIES.

                  Governing Law

         19.15    The MASTER LICENCE shall be governed firstly by applicable
                  Canadian Federal laws, and secondly by the laws of the
                  Province of Ontario. The PARTIES expressly exclude:

                  19.15.1  application of the United Nations Convention on
                           Contracts for the International Sale of Goods; and


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                  19.15.2  any conflict of laws rules or principles which might
                           refer disputes under the MASTER LICENCE to the laws
                           of another jurisdiction.

                  The MASTER LICENCE shall be treated in all respects as an
                  Alberta, Canada contract. Subject to Article 18 (Alternate
                  Dispute Resolution (ADR)) the PARTIES irrevocably attorn to
                  and submit to the exclusive jurisdiction of the courts of
                  Ontario, Canada with respect to any matter arising under the
                  MASTER LICENCE

                  Waiver

         19.16    No condoning, excusing, or overlooking by either of the
                  PARTIES of any default by the other PARTY, at any time or
                  times, in performing or observing any of the PARTIES'
                  respective covenants, will operate as a waiver of or otherwise
                  affect the rights of the PARTIES in respect of any continuing
                  or subsequent default. No waiver of these rights will be
                  inferred from anything done or omitted by the PARTIES, except
                  by an express waiver in writing.

         19.17    For greater clarity, the failure by either of the PARTIES or
                  their authorized representatives, as the case may be, to
                  require the fulfilment of these obligations or to exercise any
                  rights herein contained, shall not constitute a waiver, a
                  renunciation, or a surrender of those obligations or rights.

                  Contract Always Speaks

         19.18    Where a matter or thing is expressed in the present tense, it
                  shall be applied to the circumstances as they arise, so that
                  effect may be given to the MASTER LICENCE according to its
                  true spirit, intent and meaning.

                  Time is of the Essence

         19.19    Time shall be of the essence in this MASTER LICENCE.

                  Force Majeure

         19.20    Except with regard to any payments required pursuant to the
                  MASTER LICENCE neither of the PARTIES shall be liable for any
                  default, or delay in performance in any obligations under the
                  MASTER LICENCE occasioned by any cause beyond the power of
                  that PARTY, including without limitation:

                  19.20.1  acts of God, war, riot, fire, explosion, flood,
                           sabotage, accidents floods, droughts, weather,
                           natural calamities;

                  19.20.2  compliance with any demand or requirement of any
                           governmental agency or authority other than
                           Agriculture and Agri-Food Canada's Western Research
                           Branch; or


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                  19.20.3  restraining orders or decrees of any court or judge
                           having jurisdiction.

                  The PARTY affected by such event hereunder shall give written
                  notice to the other PARTY upon becoming aware of the event.
                  The affected PARTY shall complete performance as required by
                  this MASTER LICENCE immediately after removal or cessation of
                  the cause for the delay.

                  Headings

         19.21    All headings in the MASTER LICENCE have been inserted as a
                  matter of convenience and for reference only, and in no way
                  define, limit, enlarge, modify, the scope or meaning of the
                  MASTER LICENCE or any of its provisions.

         19.22    Any reference in the MASTER LICENCE to an Article, paragraph,
                  subparagraph, will mean an Article, paragraph or subparagraph
                  of the MASTER LICENCE, unless otherwise expressly provided.

                  Appendices

         19.23....The documents attached hereto as Appendix "A" to " E" form an
                  integral part of this MASTER LICENCE as fully as if it were
                  set forth herein in extenso, and consist of:

                  Appendix "A"      -       LICENCED TECHNOLOGIES
                  Appendix "B"      -       (Arbitration) Rules
                  Appendix "C"      -       PRE-MIX Formulation
                  Appendix "D"      -       RMS / AgResearch Agreements
                  Appendix "E"      -       eVS Infra Red Technologies


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20       LEGAL RIGHTS

                  Amendments

         20.1     No modification or waiver of any provision of the MASTER
                  LICENCE will be inferred from anything done or omitted by
                  either of the PARTIES, except by an express amendment in
                  writing, duly executed by the PARTIES.

                  Assignment by Canada

         20.2     Canada shall not sell, assign or transfer the MASTER LICENCE
                  or any of the LICENCED Technologies without the prior written
                  consent of eVS, which consent shall not be unreasonably
                  withheld.

                  Sub-Contract Rights

         20.3     eVS shall have the right to subcontract any portion of its
                  obligations under the MASTER LICENCE granted:

                  20.3.1   all of eVS's material obligations under the MASTER
                           LICENCE are not subcontracted to any one
                           subcontractor or group of related subcontractors;

                  20.3.2   eVS notifies Canada in writing in a timely manner of
                           any significant subcontracts or subcontractors;

                  20.3.3   eVS takes all necessary precautions to ensure quality
                           control and protection of any disclosed CONFIDENTIAL
                           INFORMATION; and

                  20.3.4   the subcontract is not a de facto assignment.

                  Assignment

         20.4     eVS shall not assign (or transfer, sell, encumber, sub-licence
                  or otherwise deal) or permit any such assignment, in whole or
                  in part, of the MASTER LICENCE, whether such assignment takes
                  place by way of:

                  20.4.1   sale of assets;

                  20.4.2   amalgamation, merger or other reorganization of eVS;

                  20.4.3   acquisition by a person or persons acting in concert
                           of a majority interest of the securities of eVS, by a
                           person or persons acting in concert who did not hold
                           such a majority interest at the time of the initial
                           public offering (IPO), at any time after the IPO



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                  20.4.4   operation of law;

                  20.4.5   operation of contract; or

                  20.4.6   otherwise;

                  without the prior written consent of Canada, which consent
                  will not be unreasonably withheld. The failure to obtain
                  written consent shall render such assignment void, and shall
                  be a material breach of the MASTER LICENCE.

         20.5     It will not be unreasonable for Canada to refuse to consent to
                  any assignment, if it is foreseeable that the assignment might
                  negatively affect Canada in any way or derogate from the
                  COMMERCIALIZATION of the LICENCED TECHNOLOGIES.
                  Notwithstanding the foregoing, Canada may still consent in
                  exchange for payment of [ ** ] of the consideration . being
                  exchanged between eVS and any assignee, transferee,
                  sub-licencee or otherwise.

         20.6     Consent to any assignment will not be construed as consent to
                  any other assignment.

         20.7     Failure of eVS to obtain the prior written consent of Canada
                  to any assignment shall be deemed to be a material breach of
                  the MASTER LICENCE.

                  No Third Party Rights

         20.8     Nothing expressed or implied in the MASTER LICENCE is intended
                  to, or shall be construed to confer on or give to, any person
                  other than the PARTIES and their respective successors and
                  permitted assigns, any rights or remedies under or by reason
                  of the MASTER LICENCE.

                  Remedies Cumulative

         20.9     All rights and remedies of the PARTIES are cumulative and are
                  in addition to, and do not exclude any other right or remedy
                  provided in the MASTER LICENCE, or otherwise allowed by law.

                  Mutual Assistance

         20.10    The PARTIES will at all times hereafter, upon every reasonable
                  request of the other, make, do, and execute or cause to be
                  procured, made, done, and executed, all such further acts,
                  deeds and assurances for the carrying out of the terms,
                  covenants and agreements of the MASTER LICENCE, according to
                  the true intent and meaning of the MASTER LICENCE.



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                  Facsimile Counterparts

         20.11    The MASTER LICENCE may be validly executed by facsimile
                  transmission and in any number of counterparts, all of which
                  taken together shall constitute one and the same agreement and
                  each of which shall constitute an original. MASTER LICENCE.




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21       CROWN GENERAL

                  No Bribes

         21.1     eVS warrants that no bribe, gift, or other inducement has been
                  paid, given, promised or offered to any Government official or
                  employee for the obtaining of this MASTER LICENCE.

                  No Share to Members of Parliament

         21.2     Pursuant to the Parliament of Canada Act, R.S.C. 1985, c.P-1,
                  no member of the House of Commons or Senate will be admitted
                  to any share or part of the MASTER LICENCE or to any benefit
                  to arise from the MASTER LICENCE.

                  Public Office Holders

         21.3     It is a term of this MASTER LICENCE that no former public
                  Office holder, who is not in compliance with the post
                  employment provisions of the Conflict of Interest and
                  Post-Employment Code for Public OFFICE Holders, shall derive a
                  direct benefit from this MASTER LICENCE.

                  Compliance with Law

         21.4     eVS shall comply with all municipal, provincial, state and
                  federal laws applicable to eVS's obligations under the MASTER
                  LICENCE in that jurisdiction. The failure by eVS to comply
                  with such laws shall have a material adverse effect on eVS or
                  Canada in order to be a grounds of termination as contemplated
                  in Article 16 (Termination).

                  Disclosure of Master Licence during Due Diligence Audit - eVS

         21.5     If under a commercially prudent practice involving a
                  commercial transaction a third party conducting due diligence
                  searches, requires the disclosure of the fact and contents of
                  the MASTER LICENCE, then eVS authorizes Canada to disclose the
                  MASTER LICENCE to such a third party, less any material
                  financial, scientific or business information that could
                  prejudice eVS or is not relevant to the due diligence search.

                  Disclosure of Master Licence during Due Diligence Audit -
                  Canada

         21.6     If under a commercially prudent practice involving a
                  commercial transaction a third party conducting due diligence
                  searches, requires the disclosure of the fact and contents of
                  the MASTER LICENCE, then subject to:



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                  21.6.1   the Access to Information Act, Privacy Act, and any
                           other then relevant statutes or regulations; and

                  21.6.2   the protection and confidentiality of any material
                           financial, business scientific information that could
                           prejudice Canada or is not relevant to the due
                           diligence search;

                  Canada authorizes eVS to disclose the MASTER LICENCE to such a
                  third party.

                  Material Terms

         21.7     The obligations invested in eVS pursuant to this Article
                  (Crown General) are material terms of the MASTER LICENCE.




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22       NOTICE

                  Addresses / Contacts

         22.1     Wherever in this MASTER LICENCE it is required or permitted
                  that notice or demand be given, or served by either PARTY to
                  or on the other PARTY, such notice or demand will be in
                  writing and will be validly given or sufficiently communicated
                  if hand delivered or forwarded by certified mail, priority
                  post mail, telegram, telex, or facsimile or sent by overnight
                  delivery by a nationally recognized courier as follows:

                  The addresses for delivery are:

                           To eMERGE Vision Systems Inc.:

                           Chuck Abraham,
                           President & CEO
                           10315 102nd Terrance
                           Sabastian, Florida
                           United States, 32958
                           Telephone:  (561) 581-7135
                           Facsimile:    (561) 581-7110

                           To Canada:

                           Director
                           Agriculture and Agri-Food Canada
                           Lacombe Research Centre, 6000 C&E Trail
                           Lacombe, Alberta, T4L 1W1
                           Telephone: (403) 327-4561
                           Facsimile:   (403) 382-3156

                  Deemed Delivery

         22.2     Notice will be deemed to have been delivered:

                  22.2.1   if delivered by hand, upon receipt;

                  22.2.2   if sent by electronic transmission, forty eight (48)
                           hours after the time of transmission, excluding from
                           the calculation weekends and public holidays;

                  22.2.3   if sent by certified mail, four (4) days after the
                           mailing thereof, provided that if there is a postal
                           strike or other disruption, such notice will be
                           delivered by hand or electronic transmission.



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                  Change of Address

         22.3     The PARTIES may change their respective addresses for delivery
                  by delivering notice of change as provided in this paragraph.


IN WITNESS WHEREOF this MASTER LICENCE has been executed by duly authorized
representatives of the PARTIES.

Executed in duplicate and effective this 29th day of July 1998.


FOR HER MAJESTY THE QUEEN IN RIGHT OF CANADA:


---------------------------   --------------------------
(Witness)                     Dr. David Bailey
                              Director
                              Lacombe Research Centre
                              Agriculture & Agri-Food Canada


EMERGE VISION SYSTEMS INC.:


---------------------------   --------------------------
(Witness)                     Chuck Abraham
                              President & CEO


FINANCIAL CODE:
               --------------------



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                                  APPENDIX "A"

                          LICENCED TECHNOLOGIES PATENTS




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                                 PATENT LISTING


                         INFRA-RED THERMOGRAPHY PATENTS

1)       Method for detecting meat quality in live animals.

         Inventors:        S.D. Morgan Jones, A.L. Schaefer, A.K. Tong, S.L.
                           Scott, C.D.J. Gariepy, R.C. Graham


<TABLE>
<CAPTION>
 Country                 Status                Application #       Filing Date     Patent #        Issue Date
 -------                 ------                -------------       -----------     --------        ----------
<S>                      <C>                   <C>                 <C>             <C>             <C>
 US                      Issued                08/084,993          02/07/1993      5458418         17/10/1995

 Canada                  Pending               2099532             02/07/1993

 New Zealand             Granted               268868              30/06/1994      268868          13/12/1996

 Australia               Granted               72248/94            34514           673942          22/04/1997

 United Kingdom          Granted               94921561            30/06/1994      706654          14/05/1997

 Ireland                 Granted               94921561            30/06/1994      E74008          14/05/1997

 Denmark                 Granted               94921561            30/06/1994      706654          14/05/1997

 France                  Granted               94921561            30/06/1994      706654          14/05/1997

 Japan                   Pending               7-503190            30/06/1994

 China                   Pending               94193218.4          30/06/1994

 South Korea             Pending               706009/95           30/06/1994
</TABLE>




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2)       Method for detecting poor meat quality in groups of live animals.

         Continuation in Part of Patent 5,458,418

         Inventors:        A.K. Tong, S.D. Morgan Jones, A.L. Schaefer

<TABLE>
<CAPTION>
 Country                 Status                Application #       Filing Date     Patent #        Issue Date
 -------                 ------                -------------       -----------     --------        ----------
<S>                      <C>                   <C>                 <C>             <C>             <C>
 US                      Issued                08/543,752          16/10/1995      5595444         21/01/1997

 Canada                  Pending               2234953             16/10/1996

 New Zealand             Pending               319540              16/10/1996      268868

 Australia               Pending               72085/96            16/10/1996      673942

 Europe(1)               Pending               96933288.1          16/10/1996
</TABLE>

(1) Countries designated:  Austria, Belgium, Denmark, Finland, France, Germany,
                           Greece, Ireland, Italy, Netherlands, Portugal, Spain,
                           Sweden, Switzerland/Liechtenstein, United Kingdom.



3)       Process for determining a tissue composition characteristic of an
         animal

         Inventors:        A.L. Schaefer, A.K. Tong

<TABLE>
<CAPTION>
 Country                 Status                Application #       Filing Date     Patent #        Issue Date
 -------                 ------                -------------       -----------     --------        ----------
<S>                      <C>                   <C>                 <C>             <C>             <C>
 US                      Pending               09/039,630          16/03/1998

 PCT                     Search report due     PCT/CA98/00209      17/03/1998
                         17/07/1998
</TABLE>




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4)       Antemortem nutrient supplement for livestock.

         Inventors:      A.L. Schaefer, S.D. Morgan-Jones, R.W. Stanley, I.K.S.
                         Turnbull, J.R. Johanns

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
Country      Status          Application #  Filing Date    Patent #  Issue Date
--------------------------------------------------------------------------------
<S>          <C>             <C>            <C>            <C>       <C>
US           Issued          08/084,989     02/07/1993     5505968   09/04/1996
--------------------------------------------------------------------------------
US           Issued          08/465,324     05/06/1995     5728675   17/03/1998
             (Continuation)
--------------------------------------------------------------------------------
Canada       Pending         2099529        02/07/1993
--------------------------------------------------------------------------------
New Zealand  Granted         268322         27/06/1994     268322    02/12/1997
--------------------------------------------------------------------------------
Australia    Granted         71,188/94      34511          692784     *
--------------------------------------------------------------------------------
Europe (2)   Pending         94920356.6     27/06/1994
--------------------------------------------------------------------------------
Japan        Pending         7-503189       27/06/1994
--------------------------------------------------------------------------------
China        Pending         94193219.2     27/06/1994
--------------------------------------------------------------------------------
South Korea  Pending         706008/95      27/06/1994
--------------------------------------------------------------------------------
</TABLE>


(2) Countries designated:   Austria, Belgium, Denmark, Finland, France, Germany,
                            Greece, Ireland, Italy, Luxembourg, Monaco,
                            Netherlands, Portugal, Spain, Slovinia, Sweden,
                            Switzerland, United Kingdom.

* Allowed, 5 / 28/ 98, no issuance date yet.


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                                  APPENDIX "B"

                                ARBITRATION RULES


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                                  APPENDIX "D"


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                           RMS / AGRESEARCH AGREEMENTS


1)       AgResearch Collaboration Agreement, Electrolyte Therapy, 1 November
         1994.

2)       AgResearch Licence, NUTRI-CHARGE(R), for Beef Cattle, dated 29 May
         1997, effective 1 July 1997.

3)       RMS Research Management Systems Inc., Letter of Intent, dated 26 April
         1996, & Licence, Swine Electrolyte (pending).

4)       RMS Research Management Systems Inc., Licence, NUTRI-CHARGE(R) for Beef
         Cattle, dated 5 March 1997, effective 1 January 1997.

5)       STS Agriventures Inc., Nutri-Charge Partnership, IBP Inc.,
         collaboration overnight NUTRI-CHARGE(R) and Infra-Red Thermography for
         Cattle, dated 1 May 1996.


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                                  APPENDIX "E"

                           eVS INFRA RED TECHNOLOGIES

                   APPLICATIONS FOR THERMAL IMAGING EQUIPMENT

CYROGENIC COOLED THERMAL CAMERA WITH 3-5 MICRON SPECTRALBAND

Features:

-        With single field of view or three field of view step zoom

-        With visible camera image overlay

-        With precision pan and tilt platform

-        With line of sights stabilization

-        With remote control

Applications:

-        Maritime, navigation, search and rescue, collision avoidance, iceberg
         detection

-        Airborne navigation, pilotage, night operation, target tracking

-        Surveillance for harbors, borders, railways, airports

-        Thermal inspection for mechanical or electrical faults, i.e. machinery,
         industrial processes and transportation equipment

-        Spectral inspections of chemical, vapor, gases, for leaks,
         contamination and illegal production

-        Spectral surveys for crops, forest, and mineral characteristics

-        Medical applications for cryo and vascular surgery, inflammatory
         conditions, arthritis, and cancer detection

-        Military applications for surveillance, guidance, and fire control

UNCOOLED THERMAL CAMERA WITH 8-12 MICRON SPECTRABAND

Applications:

-        Animal health for Equine for injuries and illness

-        Exotic animal health and observation

-        Human medical applications for cryo and vascular surgery, inflammatory
         conditions, arthritis, and cancer detection

-        Industrial inspection

-        Military applications for night vision, driving, and fire control

-        Spectral inspections of chemical, vapor, gases, for leaks,
         contamination and illegal production

-        Inspection of industrial processes and fault detection


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