EXHIBIT 10.5

Acquisition Contract for the CARTIS Patent and CARTIS Trademark


This agreement is between

Herve Gallion,  representing himself, born on January 11, 1944 in Lyon (France),
of French  nationality,  residing  at Old Moke  Road,  Bell  Village,  Island of
Mauritius

                    Herein after named Herve Gallion

And

The  company  CARTIS  International,  Ltd.  with  it's  office  at the  Jamalacs
building, Vieux Conseil Avenue, Port-Louis, Island of Mauritius,  represented by
Mr. Cyril Heitzler

                    Herein after named Cartis International, Ltd.


It has been established that:


On October 15, 1998 a contract between Herve Gallion,  acting on his own behalf,
and Cartis International,  Ltd., represented by Mr. Cyril Heitzler with power of
attorney in this matter,  was signed.  The  objective  of this  contract was the
termination of the exclusive rights to the CARTIS trademark.  In accordance with
the terms of article 11 of the fore mentioned contract, Herve Gallion and Cartis
International  Ltd. have  unanimously  decided on February 9, 2000 to render the
contract of October 15, 1998 null and void.  This  cancellation  act constitutes
the annex 1 of this agreement.

On October 15, 1998 a contract between Herve Gallion,  acting on his own behalf,
and CEFCA,  represented by it's General Manager Mr. Cyril Heitzler with power of
attorney in this matter,  was signed.  The  objective  of this  contract was the
termination  of the patent  assignment  and the  transfer  of  technology.  This
contract referred to the patent  applications No: 0934/97 case 1 and No: 2242/97
case 2 , filed with the Swiss  Institute of  Industrial  Property  under the PCT
act,  number  98/00610  case 1 and  case  2 by Mr.  Herve  Gallion,  claiming  a
technology of active carbon and silver for the bactericidal treatment of fluids.

In  accordance  with the terms of  article 11 of the  above-mentioned  contract,
Herve Gallion and CEFCA have decided by agreement signed on February 19, 2000 to
definitely  and  irrevocably  cancel the  contract  of October  15,  1998.  This
contract constitutes annex 2 of this agreement.

Having established this, it has been agreed as follows:

1.  Herve  Gallion,  acting on his own  behalf and being the owner of the patent
applications  No:  0934/97  case 1 and No:  2242/97  case 2 filed with the Swiss
Institute of Industrial  Property under the PCT act,  number 98/00610 case 1 and
case 2 by Mr. Herve  Gallion,  claiming a technology of active carbon and silver
for the bactericidal treatment of fluids.



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The patent  applications  as well as its extensions  constitute  annex 3 of this
agreement.


2. Herve  Gallion is the  exclusive  owner of the CARTIS  trademark,  registered
under the trademark application:

          Reference A 42 Folio 82 No. 163 for the  trademark  "CARTIS"  and A 42
          Folio 82 No. 162 for the  trademark  "CARTIS PWS" filed for the Island
          of Mauritius with the Ministry of Commerce and Industry

          Reference No: 98/12NL dated March 20, 1998 with the National Institute
          for Industrial Property (INPI) in France.


The trademark application constitutes annex 4 of this agreement.



3. Being the sole owner of the patents and the trademark as listed and described
herein,  Herve Gallion has decided to transfer to Cartis,  Inc. the ownership of
the patents and the trademark. This transfer has taken place in conjunction with
a reorganization and valuation of Cartis, Inc.


4. Cartis  Inc.  is  therefore  owner to the direct and  indirect  rights of the
above-mentioned  patent.  The  indirect  rights  herein  referred to include all
improvements,  modifications and extensions of the patent. In addition,  all new
patents  deriving  directly or indirectly  from the  invention  described in the
above-mentioned patent are equally part of this agreement.


5. Cartis Inc.  hereby becomes the owner of the CARTIS  trademark and all rights
derived thereof.


6. From this day on,  Cartis Inc. is  committed  to take over all  existing  and
future  costs in  connection  with the  protection  and  extension  of the above
mentioned patent.  Cartis Inc. also commits to pay any and all costs in order to
protect the patents and their extensions. Moreover, Cartis undertakes to use all
means to ensure protection of the aforementioned patents.


7.  Cartis  Inc.  commits  to  communicate  to  Herve  Gallion  all  information
pertaining to the improvements or extensions of the Patent.


8. For all  improvements,  extensions  or new patent  applications,  Cartis Inc.
agrees  that  only  the name  Herve  Gallion  be  mentioned,  except  in case of
different  instructions  given  directly by Mr.  Gallion and accepted by Cartis,
Inc.



9. Cartis Inc.  commits to pay all fees in connection with the protection of the
CARTIS trademark from this day on.


10. In exchange for the rights and ownership  provided by Mr.  Gallion,  he will
collect compensation as outlined in the subsequent paragraphs.


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11. Cartis, Inc. hereby commits to pay to Herve Gallion a royalty of 5% on sales
before tax,  pertaining to the  exploitation of the  aforementioned  patents and
all, their extensions.


12.  The  terms  and  conditions  of the  royalty  payment  are  defined  in the
subsequent  paragraphs.  Cartis Inc. commits to keep precise accounting of sales
derived from the  exploitations  of the patents and all their  extensions.  Such
accounting  will be given to Mr.  Gallion at the end of each  calendar  quarter,
without special request on his part, or within 8 days of a written request.

The  royalty is assessed on the pre-tax  sales  underlying  the  entirety of the
process to make the device as described in Article 1.

The  royalty  rate is 5% of  sales  as  aforementioned  described,  with a price
revision as early as the second year of  operations.  The royalties will be paid
within 30 days following the end of each calendar month.

The  calculation of royalties  under this agreement will start at the end of the
first quarter in 2001, for the period starting January 1, 2001.

A recap will be addressed to Mr.  Gallion with all details  regarding  quantity,
price etc.

In case of  non-payment  in time,  the default rate will be the statutory  rate.
After 2 months, the statutory rate will be increased by 2%.


13. The royalty is applicable  until the patents expire,  or when all extensions
or new patents derived from the original patent expire.


14. Any change to the current agreement has to be in writing.


15. Applicable law: Florida.


16. Cartis,  inc.  commits to register this  agreement  within 12 monts from the
signature of this agreement.

Palm Beach, February 19, 2000
                                             CARTIS International, Ltd.
/s/  Herve Gallion                           /s/  Cyril Heitzler