Exhibit 10.11

                         MARKETING and LICENSE AGREEMENT

     THIS AGREEMENT,  effective this 1st day of May 2002 ("Agreement  Date"), is
between  Tradewinds  Oil and Gas  International,  Ltd.  ("Tradewinds"),  a Texas
limited  partnership having offices at 8811 Gaylord,  Suite 200, Houston,  Texas
77024 or its Designee, and Imperial Petroleum Recovery Corporation ("Imperial"),
a Nevada  corporation  having offices at 1970 South  Starpoint  Drive,  Houston,
Texas 77032.

1.   BACKGROUND

     1.1  Imperial has developed certain Microwave  Separation  Technology (MST)
for  breaking or  separating  Emulsions  based on  microwave  energy and has the
capability,  as  hereinafter  defined,  to market,  make or have made  Microwave
Separation Technology Equipment for leasing, licensing or sale to MST Customers,
and to provide  MST  Technical  and MST  Maintenance  Support  to MST  Customers
leasing, licensing or purchasing the Microwave Separation Technology Equipment;

     1.2  Tradewinds  and its  affiliates  have  the  capabilities,  hereinafter
defined,  to market Microwave  Separation  Technology  Equipment in the Field of
Use;

     1.3  Imperial,  hereby,  appoints  Tradewinds to be its exclusive  licensee
having  exclusive use of the Microwave  Separation  Technology  (MST) within the
nations of Indonesia and Singapore for Microwave Separation Technology Equipment
products  in the  Field  of Use,  and to work  closely  with  Tradewinds  in the
research,  development  and testing of such products on the terms and conditions
set forth in this Agreement. Tradewinds accepts such appointment.

     NOW,  THEREFORE,  intending to be legally  bound,  Imperial and  Tradewinds
agree as follows:

2.   DEFINITIONS

     2.1  Microwave Separation  Technology means patented equipment,  processes,
trade  secrets,  and know how,  pertaining  to  Imperial  Intellectual  Property
Rights, for separating or breaking emulsions using microwave energy.

     2.2  Microwave Separation Technology Unit (MSTU)

     a.   The MSTU means Microwave Separation Technology Equipment that contains
          a  microwave  transmitter  having  a  total  power  output  of  up  to
          seventy-five  (75)  kilowatts  (designated   MST-1000),   or  more  if
          commercially  available.  Microwave  Separation  Technology  Equipment
          having two or more Microwave Separation Technology Units would contain
          microwave  transmitters  having  total power output up to 75 kilowatts
          multiplied by the number of units.


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     b.   The MSTU will  generally  include a system for  exposing  sludge or an
          Emulsion  to  microwave  energy such as a  microwave  generator,  wave
          guides,  an  applicator,  pump,  piping  and  electrical  that  may be
          connected to at least one holding tank and/or a separation  device for
          processing organic liquids,  aqueous liquids and/or solids. This term,
          MSTU, is interchangeable with "Product".

     2.3  Field of Use means any process or  operation  related  to:  recovering
hydrocarbons  from a naturally  occurring  reservoir or similar  natural source;
which will allow refining of such hydrocarbons into intermediates, such as a gas
oil, or final products, such as gasoline; and/or manufacturing of petrochemicals
and/or petrochemical feedstocks. Field of use includes the clean up and recovery
of hydrocarbons due to spills, ruptures or similar events. Field of use includes
any process, within the petroleum and petrochemical industries,  employing Radio
Frequency (RF) energy, jointly agreed to by Imperial and Tradewinds,  to provide
a viable economic application for the MST technology.  Applications may include,
but not be limited to, recovery of hydrocarbons from sludge tanks,  sludge pits,
tanker / ship bottoms, as well as remediation of environmental  problems created
by hydrocarbon  spills,  pipeline leaks,  process upsets,  and other hydrocarbon
related upsets.

     2.4  "Product"  or  "Products"  shall mean all  products  manufactured  and
controlled  by  Imperial  on the date of the  execution  of this  Agreement  and
includes  any  improvements  or  replacements  to such  products.  It shall also
include all future products  manufactured by Imperial with an application within
the Field of Use.

     2.5  Territory shall mean nations of Indonesia and Singapore.

     2.6  Term of  Agreement  shall mean the period  during  which this  License
Agreement  is in effect as set forth in Article 6,  Section  6.2 and Article 12,
Section 12.1.

     2.7  Emulsion means a petroleum material fed into the Microwave  Separation
Technology Equipment containing a suspension of immiscible liquid phases, and/or
a suspension of one or more solids and one or more liquid phases.

     2.8  Imperial  Intellectual  Property  Rights mean all  patents  (including
patent  applications),   copyrights  and  trademarks  for  Microwave  Separation
Technology owned by Imperial.  Imperial Intellectual Property Rights include the
associated know how for making, using,  sublicensing,  leasing,  marketing,  and
selling Microwave Separation Technology.

     2.9  MST  Maintenance  Support  means  all  routine,   preventive,   and/or
emergency  maintenance or service performed on Microwave  Separation  Technology
Equipment.

     2.10 MST  Customer  means any lessee,  licensee,  or purchaser of Microwave
Separation Technology Equipment.

     2.11 Cost of Product  (COP) means the price for the  purchase of  Microwave
Separation  Technology  Equipment to include the MST equipment  purchased,  hood
boxing,   port   delivery  to  Houston,   Houston  port   charges,   agency  and
documentation, insurance and ocean freight delivered ex quay port of (named port
of destination,  for example Jakarta or Singapore),  commissioning  and start-up
engineering  support,  training and first year warranty  maintenance  related to
delivery of the MST system to the named Port of Destination  (Delivered Ex Quay)
and the installation of the MST Equipment at the Customer's chosen location.

     2.12 Tradewinds  means Tradewinds Oil and Gas  International,  Ltd. a Texas
Limited  Partnership and its Affiliates or Designee.  The term "Affiliate" shall
mean any company,  partnership or joint venture  controlled  by,  controlling or
under common control with Tradewinds or any Tradewinds  appointed Designee.  For


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the  purposes  of this  definition,  "control"  means  the  direct  or  indirect
beneficial  ownership of fifty  percent  (50%) or more of the stock  entitled to
vote in the election of directors  or, if there is no such stock,  fifty percent
(50%) or more of the ownership  interest in such company,  partnership  or joint
venture.

     2.13 MST Technical  Support means all support provided by Imperial and / or
Tradewinds  to MST  Customers  and  potential MST Customers for MST Equipment or
Laboratory  Technology  that  includes,  but is not limited to,  training of MST
Customer personnel, assistance during the start-up and testing of MST Equipment,
troubleshooting  technical problems in an MST application that is not performing
to a MST  Customer's  satisfaction,  response  to a MST  Customer's  request for
technical  assistance  to optimize  the MST  Equipment,  and  technical  support
services.

     2.14 Equipment  Cost  means  the  costs as shown  in  Section  6.4 of major
equipment and fabrication  labor  necessary to construct MST Equipment,  deliver
the  system ex quay to the named  port of  destination,  the  commissioning  and
start-up  support  required to prepare the system for  operation,  and  operator
training costs.

     2.15 Delivered Ex Quay (DEQ) means that the seller  delivers when the goods
are  placed at the  disposal  of the buyer not  cleared  for  import on the quay
(wharf) at the named port of destination. The seller has to bear costs and risks
involved in bringing the goods to the named port of destination  and discharging
the  goods on the quay  (wharf).  The DEQ term  requires  the buyer to clear the
goods and pay for all formalities, duties taxes and other charges upon import.


3.   RIGHTS GRANTED

     3.1  Imperial grants  Tradewinds,  and Tradewinds  accepts,  subject to the
terms and conditions set forth,  herein,  including  Paragraph 3.2, an exclusive
license and right to market  Microwave  Separation  Technology  under Imperial's
Intellectual  Property Rights within the nations of Indonesia and Singapore.  In
addition,  if during the term of this agreement Tradewinds identifies and brings
to Imperial  contracts for business  within  countries  outside of Singapore and
Indonesia not represented on an exclusive  basis by another  entity,  Tradewinds
shall be entitled to participate with Imperial in the business developed outside
of Indonesia and Singapore.

     3.2  Imperial has extended its marketing  agreement  with  ____________  to
permit  them  to  market  the  MST  within  the  __________  organization  on  a
non-exclusive  basis.  If Tradewinds  markets MST units to _________  facilities
within Indonesia or Singapore, Tradewinds will pay the Cost of Product (COP) for
all  units  Tradewinds  places  within   ___________   Singapore  or  Indonesian
operations.

     3.3  Except as provided  herein,  Tradewinds  shall be responsible  for all
costs  associated  with the conduct of its marketing,  including  commissions or
other compensation to sales representatives  employed by Tradewinds.  Tradewinds
will be  responsible  for the costs  incurred to move the MST equipment from the
Port of Destination  within Indonesia or Singapore to the installation site, the
costs of site  preparation,  and the lodging,  food,  travel and living expenses
within Indonesia or Singapore for any Imperial  Petroleum  Recovery  Corporation
personnel  involved in the  installation,  training  and  equipment  maintenance
efforts.


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4.   SERVICES PROVIDED BY IMPERIAL

     4.1  Imperial will be  responsible  for making or having made the Microwave
Separation  Technology  Equipment for each order placed by Tradewinds.  Imperial
will oversee the manufacturing and delivery of Microwave  Separation  Technology
Equipment to the named port of destination (Delivered Ex Quay), defined for this
agreement as the port city identified by Tradewinds  closest to the installation
site,  capable of receiving and  offloading  the MST from the ocean going vessel
contracted to move the equipment from its manufactured  location, or the Port of
Houston, Texas. Imperial will fabricate, test and commission the unit based upon
the information provided by Tradewinds for its customer's site.  Tradewinds will
perform,  or have performed the site  preparation  work and the installation and
connections  required  to  operate  the MST Unit.  Imperial  will train up to 10
operators in the use of the MST and insure that the unit is functioning properly
after  installation.  Imperial  will  provide a 12 month  warranty  on parts and
labor.  Title to the Products  shall vest in Buyer  immediately  upon payment to
Seller of the Cost of Product.

     4.2  Imperial  will  provide,   in  a  form  that  complies  with  industry
standards, an operating manual, safety manual, process flow diagrams, piping and
instrumentation diagrams, and wiring diagrams and will provide at least 20 hours
of training for each MST  Customer.  Imperial  will also  provide MST  Technical
Support, as defined herein, to Tradewinds.

     4.3  Imperial  will  provide to  Tradewinds  training as per  Article  4.4,
technical  and  laboratory  support  with  respect to the use,  application  and
quality of Product as specified by Imperial.

     4.4  Imperial  will provide at its cost MST  Installation  and  Maintenance
Support,  as defined herein, to each Tradewinds MST Customer.  Imperial standard
overseas commissioning package provides field supervision for 2 engineers, for a
maximum of 34 days.  Tradewinds  will  provide for  commercial  standard,  local
lodging,  transportation and meals. If installation  requires more than 34 days,
the  additional  days will be billed to Tradewinds or its Designee at $1,000 per
engineer per day and  Tradewinds  will provide for  commercial  standard,  local
lodging, transportation and meals. If onsite training is requested, the standard
operator-training  package is  presented  in  English  and  includes  14 days of
hands-on  training for up to 10 operators.  Additional  engineering and training
support is  available at $1,000 per  engineer/instructor  per day (travel to and
from,  and onsite) plus airfare and lodging.  The standard  Maintenance  Support
includes two semi-annual maintenance on-site inspections during the first twelve
months  following  commissioning.  Imperial  will bear all costs of the standard
Maintenance   Support   package   except   for  the   in-country   expenses   of
transportation, lodging and meals on a commercial standard basis incurred by the
engineer(s)  assigned the  maintenance  and  inspection  function.  The standard
packages may be modified as to number of Imperial personnel and days on site, as
requested by Tradewinds.

     4.5  Imperial  will provide and  maintain  bench unit test  facilities  and
personnel for testing  Emulsions  from  potential MST  Customers.  Imperial will
coordinate with Tradewinds to obtain access to additional  laboratory  equipment
as may be required,  from time to time,  to provide  adequate  evaluation of MST
Customer emulsions.


5.   SERVICES PROVIDED BY TRADEWINDS

     5.1  Marketing.  Tradewinds  will use  commercially  reasonable  efforts to
develop the market for the Microwave Separation  Technology within Indonesia and
Singapore.


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     5.2  Marketing  services provided by Tradewinds shall include,  but are not
limited to, developing a technology fact sheet,  including Microwave  Separation
Technology on the  Tradewinds  Web site,  disseminating  information  related to
Microwave Separation  Technology to sites partially or fully owned,  operated or
serviced by Tradewinds.  Tradewinds will also use reasonable efforts, at its own
discretion,  to publicize Microwave Separation Technology,  including presenting
papers and publications, and advertising.

     5.3  Tradewinds  will be  responsible  for the costs  incurred once the MST
equipment has been Delivered Ex Quay (DEQ) at the named port of destination,  to
clear customs and move the MST equipment to the installation  site, the costs of
site  preparation,  and the lodging,  food,  travel and living  expenses  within
Indonesia or Singapore for any Imperial Petroleum Recovery Corporation personnel
involved in the installation, training and equipment maintenance efforts.


6.   TERMS

     6.1  Tradewinds will pay Imperial a licensing fee of _______________  for a
two year  license  agreement.  In  exchange  for this and  other  consideration,
Imperial  grants  an  exclusive   license  to  Tradewinds  to  market  Microwave
Separation  Technology products within the Field of Use throughout Indonesia and
Singapore for two years  beginning 1 May 2002 and running through 30 April 2004.
Tradewinds will prepay the licensing fee at a rate of  ______________  per month
for six months  beginning  November 2001 and continuing  through April 2002. The
sixth payment (April 2002, or earlier as determined by Tradewinds) will complete
the payment schedule for the two-year term of the agreement.

     6.2  The license  agreement is effective May 1, 2002 and runs for two years
through  April 30, 2004.  Contracts  generated by Tradewinds in the Field of Use
within  Indonesia and  Singapore  prior to May 1, 2002 will be honored for their
exclusivity to Tradewinds as if they were concluded on or after May 1, 2002.

     6.3  The license  agreement will be automatically  renewed for two years if
Tradewinds  purchases  $______________  or more of MST equipment  from Imperial,
excluding the monthly license fee, in the previous licensing  agreement term. If
Tradewinds  purchases,  excluding the monthly  license fee, from Imperial in the
previous  licensing  period  have  exceeded  $________________  US, the  license
agreement will be automatically  renewed for four years. If Tradewinds purchases
are  sufficient  to  automatically  renew the license  agreement,  no additional
license fee will be required for the renewal period.

     6.4  Tradewinds  will order and purchase from Imperial all of its Microwave
Separation Technology (MST) units, spare parts and replacement items.

The Cost of Product (COP) will include the Equipment Cost, packaging for export,
insurance,  transportation, and support staff for each system, which may include
both the MST and centrifuge (Alfa Laval OFPX 610) components as follows:

 -   For a MST-1000 (1 MST; 1 centrifuge) the COP is $___________ US dollars.
 -   For a MST-2000 (2 MST; 2 centrifuge) the COP is $___________ US dollars.
 -   For a MST-3000 (3 MST; 2 centrifuge) the COP is $___________ US dollars.
 -   For a MST-4000 (4 MST; 3 centrifuge) the COP is $___________ US dollars.

 -   The parties will negotiate the price for MST systems larger than a MST-4000
in good faith.

The Cost of Product for each system  ordered  will  include,  in addition to the
equipment  cost,  the costs for packing,  insurance and shipment of goods to the
named port of destination, Delivered Ex Quay (DEQ), training client personnel in


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the use of the system,  commissioning  at the  customer  site,  two  maintenance
inspections within the first year of operation  following the  commissioning.  A
spare parts package as requested by the client will be a separate cost. The Cost
of Product price list for this paragraph 6.4 may be adjusted periodically.

     6.5  Tradewinds will pay to Imperial 20% of all net revenues generated from
each MST unit in service  within  Indonesia and  Singapore  commencing 24 months
from the date a unit is first  commissioned  and placed in  service.  Tradewinds
will make net revenue payments to Imperial within 30 days following the close of
each fiscal quarter in Tradewinds' fiscal year, with any annual adjustments made
at the close of the fiscal  year.  Net Revenue is defined as Gross  Revenue less
Tradewinds'  direct costs  related to each  individual  MST. Net revenue will be
derived from the following sources:

 -   Tradewinds sale of MST units to a third party within Indonesia;
 -   Tradewinds leasing of MST units to a third party within Indonesia;
 -   Tradewinds  use of MST units to solve its own  operational  problems  or to
     solve problems of other clients;
 -   Sale of oil or other recovered material by use of Imperial MST units.


7.   INTELLECTUAL PROPERTY

     7.1  Imperial will disclose to  TRADEWINDS  all of its patents,  including,
applications,   continuations,   continuations-in-parts,   divisionals,   issued
patents,  and foreign  counterparts fully or partially owned by Imperial related
to treatment of  Emulsions,  sludge and any other  application  using  microwave
energy.


8.   SAFETY STANDARDS

     8.1  TRADEWINDS  will  follow  to the best of its  ability  all  applicable
Indonesian  standards for Process Safety  Management  regulations  and all other
health and safety policies applicable to each MST Customer site.

     8.2  Imperial will provide all warning devices and precautionary  measures,
including emergency shutdown systems,  that are required by United States law or
requested by Tradewinds to conform to Indonesian standards in following accepted
engineering  practices to protect  persons and  property  while  installing  and
operating  Microwave  Separation  Technology  Equipment and will meet all United
States performance and safety Requirements.

     8.3  Imperial will make available a qualified  professional to periodically
inspect  the MST  Equipment  at MST  Customer  sites to  determine  that the MST
Equipment is in compliance with OSHA PSM Standards.  This service initially will
be  provided  at  Imperial's  expense  every six  months for the first 12 months
following the  commissioning  of each unit,  except that Tradewinds will provide
for in-country expenses such as commercial travel,  commercial lodging, food and
any applicable governmental tolls. After the completion of the second inspection
concluding the first twelve month period,  future  inspections of each unit will
be at Tradewinds  expense and at the daily rates charged by Imperial as shown in
Section 4.4 and will be available  as required by  Tradewinds.  Summary  reports
will be  provided  by Imperial to  TRADEWINDS  to document  compliance,  and for
informational and marketing purposes.


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9.   REPRESENTATIONS, WARRANTIES, AND COVENANTS OF IMPERIAL

     Imperial hereby  represents,  warrants,  and covenants to TRADEWINDS during
the Term of this Agreement and any extensions thereof that:

     9.1  Imperial will provide all services in accordance  with this  Agreement
and all Microwave Separation Technology Equipment delivered ex quay (DEQ) to the
named port of destination  to  Tradewinds'  MST Customer sites and will meet the
specifications agreed to for that MST Customer.

     9.2  Imperial and Tradewinds  will meet all safety  standards in accordance
with this  Agreement;  will  disclose to MST Customers  procedures  for the safe
operation  of the  Microwave  Separation  Technology  Equipment.  Imperial  will
exercise  due  care in the  construction,  installation,  and  schooling  in the
maintenance  of  Microwave  Separation  Technology  Equipment  and  training  of
personnel to prevent injuries to persons,  harm to the environment and damage to
property.

     9.3  Imperial agrees to comply with all United States laws, decrees, rules,
regulations, orders, ordinances, actions, and requests of national, state and/or
local courts and  governmental  units in the performance of its obligation under
this Agreement.

     9.4  Microwave Separation  Technology does not infringe on the intellectual
property rights or other proprietary rights of any third party of which Imperial
is aware as of this  Agreement  Date,  and  further  that  Microwave  Separation
Technology is not a misappropriation of any third party's intellectual  property
rights  or  other  proprietary  rights  of  which  Imperial  is aware as of this
Agreement Date.

     9.5  Except for Paragraphs 9.1 to 9.4, IMPERIAL MAKES NO REPRESENTATIONS OR
WARRANTIES TO TRADEWINDS OF ANY KIND, EXPRESS OR IMPLIED.


10.  REPRESENTATIONS, WARRANTIES, AND COVENANTS OF TRADEWINDS

     TRADEWINDS represents,  warrants, and covenants to Imperial during the Term
of this Agreement and any extensions thereof that:

     10.1 TRADEWINDS  will  provide to the best of its ability  all  services in
accordance with this Agreement.

     10.2 TRADEWINDS  will  exercise  to the  best of its  ability  due  care in
providing the services in accordance with this Agreement so as to avoid injuries
to persons, harm to the environment, and damage to property.

     10.3 TRADEWINDS  will comply  with the best of its ability  with all United
States and Indonesian laws, decrees,  rules,  regulations,  orders,  ordinances,
actions,  and requests of national,  state and/or local courts and  governmental
units in the performance of its obligation under this Agreement.

     10.4 Except   for   Paragraphs   10.1  to   10.3,   TRADEWINDS   MAKES   NO
REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED.


11.  LIABILITY

     11.1 Indemnification of Imperial.  Tradewinds shall defend,  indemnify, and
hold the Imperial harmless from and against any liability,  loss, cost, penalty,
damage  or  expense  (including  attorney  fees) to the  extent  arising  either
directly or indirectly out of:


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          a.   the  negligence  or  willful  misconduct  of  Tradewinds,  or  an
               employee, officer, director Affiliate, partner, principal, agent,
               representative of Tradewinds in the performance of this Agreement
               or any purchase order issued hereunder;

          b.   any failure by  Tradewinds  or an  employee,  officer,  director,
               Affiliate,   partner,   principal,   agent,   representative   of
               Tradewinds to comply with any applicable Law;
          c.   any claim made by an employee  of  Tradewinds  for  compensation,
               loss of salary from any dispute lodged by a Tradewinds employee;
          d.   the strict liability of Tradewinds; and
          e.   the breach of any representation or warranty in this Agreement.

          11.2 Indemnification of TRADEWINDS.  Imperial shall defend, indemnify,
and hold  Tradewinds  harmless  from and  against  any  liability,  loss,  cost,
penalty,  damage or expense  (including  attorney  fees) to the  extent  arising
either directly or indirectly out of:

          a.   any dangerous or volatile  characteristics of the Products, which
               characteristics are or become known to Imperial,  but have not or
               are not disclosed to  Tradewinds;  and if conveyed to Tradewinds,
               Tradewinds  shall have  complied  with  Imperial's  direction  to
               discontinue  use of the Product  until such time as correction of
               the problem has been made;
          b.   the negligence or willful misconduct of Imperial, or an employee,
               officer,   director   Affiliate,   partner,   principal,   agent,
               representative or subcontractor of Imperial in the performance of
               this Agreement or any purchase order issued hereunder;
          c.   products liability claims related to the Product;
          d.   any  failure  by  Imperial  or an  employee,  officer,  director,
               Affiliate,   partner,   principal,   agent,   representative   or
               subcontractor of Imperial to comply with any applicable Law;
          e.   the  infringement  or claimed  infringement  of any  Intellectual
               Property right of a third party that relates to the Product;
          f.   the strict liability of Imperial; and
          g.   the breach of any representation or warranty in this Agreement.

          11.3 Concurrent  Liability.  In the event of a Loss arising out of the
joint  negligence or willful  misconduct of Tradewinds and Imperial,  Tradewinds
and  Imperial  shall be liable to each other and to any  damaged  third party in
proportion to their relative degree of fault.

          11.4 Settlement or Compromise.  Any  settlement or compromise  made or
caused to be made by the Indemnified  Person or the Indemnifying  Person, as the
case may be, of any Loss shall also be binding upon the  Indemnifying  Person or
the  Indemnified  Person,  as the case may be, in the same  manner as if a final
judgment or decree had been entered by a court of competent  jurisdiction in the
amount of such settlement or compromise;  provided,  that no obligation  arising
out of such Loss shall be imposed on the Indemnified  Person or the Indemnifying
Person as a result of such settlement  without the prior written consent of such
Person, which consent shall not be unreasonably withheld.

          11.5 Insurance or Benefits. In no event shall the indemnities provided
hereunder  be limited in any way to the amount or type of damages,  compensation
or other benefits  payable by or for a Person under any insurance  policy or Law
including,  but  not  limited  to,  any  workers'  compensation  statute  or any
disability or other employee benefit statute.


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          11.6 Survival of Obligations.  The indemnification  obligations of the
parties shall survive the termination of this Agreement for two years beyond the
termination date of this contract, including extension dates.

          11.7 Dispute  Settlement.  The  Parties  will  endeavor  to resolve by
negotiation  any dispute,  controversy or claim arising out of or relating to or
in connection  with this  Agreement,  or its breach,  termination or invalidity,
("Dispute")  that may arise between them. In addition,  if either Party requests
that a Dispute be submitted to  mediation,  the  mediation  will be conducted in
Houston, Texas and both Parties will participate in mediation in good faith.


12.  TERM AND TERMINATION

     12.1 The Term of this  Agreement  shall be for two  years  (2  years).  The
license  agreement is effective  May 1, 2002 and runs for one year through April
30, 2004. Contracts generated by Tradewinds in the Field of Use within Indonesia
and  Singapore  prior to May 1, 2002 will be honored  for their  exclusivity  to
Tradewinds  as if they were  concluded  on or after May 1,  2002.  Further,  any
business  generated or created by Tradewinds  during the term of this  agreement
shall be  considered  as under the  contract  for a five-year  period  after the
contract expiration.

     12.2 The license  agreement may be renewed for two years or longer based on
negotiations between the Parties. It will be automatically renewed for two years
if Tradewinds  payments,  excluding the monthly  license fee, to Imperial in the
previous licensing period have exceeded $1,500,000 US.

     12.3 This Agreement shall terminate immediately and without notice upon the
institution of insolvency, bankruptcy or similar proceeding by or against either
party. If the proceeding is against Imperial, Tradewinds shall have the right to
continue to utilize  the MST and related  technology  as if this  agreement  was
still in effect.

     12.4 Upon termination of this Agreement and upon the written request of the
other  party,  Imperial  shall  return  all  copies  of  TRADEWINDS  Proprietary
Information,  and  TRADEWINDS  shall  return all copies of Imperial  Proprietary
Information related to Microwave Separation Technology and Improvements thereof,
except  that  Imperial  and  TRADEWINDS  may retain one copy for the  purpose of
determining its legal obligations under Article 14.


13.  INDEPENDENT CONTRACTOR

     13.1 In performing  their  obligations  under this Agreement,  Imperial and
TRADEWINDS are both independent  contractors.  Imperial and TRADEWINDS shall use
their own  discretion  and shall have  complete  control over services that each
provide and shall assume the rights, obligations, and liabilities, applicable to
each as an independent  contractor.  Nothing  contained in this Agreement or the
Exhibits  shall be construed to  constitute  Imperial or any of its employees or
officers as an employee,  agent, joint venturer, or partner of TRADEWINDS or its
affiliates, successors, or assignees.

     13.2 Imperial  is not,  and shall not  represent  itself to be, an agent or
representative of TRADEWINDS.


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<PAGE>


14.  CONFIDENTIALITY

     14.1 Imperial  and   TRADEWINDS   have   executed  a   Non-Disclosure   and
Confidentiality  Secrecy  Agreement  effective  December 15,  2001,  attached in
Appendix  A.  The  term  of  this  Non-Disclosure  and  Confidentiality  Secrecy
Agreement  shall  be  extended  to  remain  in  effect  during  the Term of this
Agreement and all extensions thereof. All obligations  undertaken by the parties
with  respect  to  confidentiality   and  restrictions  of  use  of  Proprietary
Information  disclosed  under the  Non-Disclosure  and  Confidentiality  Secrecy
Agreement  will be extended to terminate two years from the date of  termination
of this Agreement including all extensions thereof. Proprietary Information that
may be disclosed under this Non-Disclosure and Confidentiality Secrecy Agreement
is  amended  to  include  improvements  of  emulsion  breaking  and  separations
technology, as well as any other application.

     14.2 Except for the  provisions  of  Articles  3 and 10 of this  Agreement,
nothing  contained  herein shall be construed as granting either party any right
or license under any  copyright,  patent,  trade secret,  or other  intellectual
property rights of the other party, nor as obligating  either party to make such
grants to the other party.  Each Party shall insure that no  distribution of the
other's  proprietary  documentation  or system  design data is made  without the
express written approval of the other Party.

     14.3 Without the written consent of TRADEWINDS, Imperial shall not disclose
the terms of this Agreement to MST Customers, including MST Customer sites fully
or partially owned or operated by Tradewinds.

15.  NOTICES

     All notices and other  communications will be in writing and will be deemed
given when  delivered if given in person,  when deposited in the mail if sent by
certified or registered  mail,  return receipt  requested,  postage  prepaid and
properly  addressed,  or when transmitted if sent by facsimile to the parties as
follows.

              For Imperial Technical, Legal, and Business Matters:
                     Imperial Petroleum Recovery Corporation
                           1970 South Starpoint Drive
                              Houston, Texas 77032
                           Attention: Brent Kartchner

             For Tradewinds Technical, Legal, and Business Matters:
                     Tradewinds Oil & Gas International, Ltd



16.  RIGHT OF AUDIT

     16.1 Imperial  shall have the right,  exercisable  by  delivery  of written
notice to  Tradewinds  within 90 days  after the close of each year  under  this
Agreement and after any  termination  of this  Agreement,  to have the pertinent
records of Tradewinds  examined by an independent  accountant mutually agreed to
by TRADEWINDS  and Imperial for the purpose of verifying the payments in Article
6. All fees requested by such accountant for carrying out this  examination will
be paid by Imperial.  Such examination shall be conducted during normal business
hours. To the extent  possible,  examinations  shall be scheduled at a time most
convenient to Tradewinds.  Except as required by law, the accountant employed by
Imperial shall not disclose to anyone except  Imperial and TRADEWINDS the result
of,  or any of the data  discovered  in,  any such  examination,  and  shall not
disclose to Imperial any  proprietary  information  of Tradewinds  except to the
extent  necessary  for  the  verification   permitted  by  this  Article.  After
completion of the  examination,  inaccuracies  which the examination  shall have


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<PAGE>


disclosed,  if any,  shall  be  promptly  adjusted.  The  determination  of such
independent public accountant shall be final.

17.  ASSIGNMENT

     17.1 This  Agreement  may not be assigned by either party without the prior
written  consent  of the  other  party,  except,  however,  in the  event all or
substantially  all of a party's  assets,  business or stock is  purchased  by an
acquirer or transferred  to an Affiliate,  this Agreement may be assigned to the
acquirer or Affiliate  provided  that any rights and/or  obligations  under this
Agreement are binding and inure to the benefit of the assignee.

18.  APPLICABLE LAW

     18.1 This  Agreement will be construed and  interpreted in accordance  with
the plain meaning of its terms and,  subject  thereto,  in  accordance  with the
substantive  laws of the State of Texas,  USA,  without  giving effect to Texas'
principles of conflict of laws.  Where U.S.  Federal subject matter or diversity
exists in respect of a dispute  which the  parties  cannot  themselves  amicably
resolve,   the  parties  designate  the  United  States  District  Court  having
jurisdiction  for the state of Texas,  as the exclusive forum for the resolution
of that dispute and agree to submit  themselves  and the dispute  exclusively to
the  jurisdiction of that Court.  Where U.S. Federal subject matter or diversity
jurisdiction in respect of the dispute does not exist, the parties designate the
Circuit  Court of the County of  Harris,  Texas as the  exclusive  forum for the
resolution  of that  dispute  and agree to  submit  themselves  and the  dispute
exclusively to the jurisdiction of that Court. The rights and obligations of the
parties regarding  resolution of disputes,  as set forth in this Paragraph 20.1,
shall survive any termination of this Agreement.

19.  INSURANCE

     19.1 Without  limiting or  qualifying  any liability  otherwise  assumed by
Imperial under this Agreement, Imperial shall, during the term of this Agreement
provide and carry at its own expense,  at least the  insurance  below to protect
itself. Additionally,  the insurance obtained below shall be sufficient to cover
claims made after termination of the Agreement  relating to events that occurred
during the term of this Agreement.

          (i)  Statutory   Workmen's   compensation  and  employer's   Liability
Insurance in compliance with the laws of the states where Imperial  performs its
services.

          (ii) Comprehensive General Liability Insurance with limits of not less
than  $5,000,000  per  occurrence  for bodily injury and property  damage;  said
Comprehensive  General  Liability  Insurance  to include  within sixty (60) days
after  the  Effective  Date of this  Agreement  coverage  for  claims  of patent
infringement or other violations of a third party's  proprietary  rights. If any
company  or entity is  excluded  from  coverage  for  claims  related  to patent
infringement or other violations of a third party's proprietary rights, Imperial
shall have nine (9) months from the Agreement Date to remedy such an exclusion.

          (iii) Automotive  Public Liability  Insurance upon each and every unit
of automotive  equipment operated or used by Imperial in the performance of this
Agreement with combined single limits of not less than $1,000,000 per accident.

     19.2 Tradewinds  shall  procure  and at all times  maintain  at its expense
policies of insurance of the types required to protect itself.


                                       11

<PAGE>


     19.3 Certificates  of  Insurance  or  certified  copies  of  all  insurance
policies  required  in  Paragraphs  19.1  and  19.2  will be  exchanged  between
TRADEWINDS and Imperial at the mutual request of both parties.


20.  MISCELLANEOUS

     20.1 This Agreement and all Appendices,  including the  Non-Disclosure  and
Confidentiality   Secrecy   Agreement  in  Appendix  A,   constitutes  the  full
understanding of the parties and a complete and exclusive statement of its terms
and supersedes all prior agreements, arrangements and understandings relating to
the subject matter hereof.

     20.2 No  modification  of this  Agreement or waiver of any of its terms and
conditions will be of any force or effect unless made in writing and signed by a
duly authorized officer of each of the parties.

     20.3 All terms of this  Agreement are  severable,  and any term that may be
prohibited or  unenforceable  by law shall be ineffective  only to the extent of
such prohibition or unenforceability without affecting the enforceability of the
remainder of this Agreement.


     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed by their respective authorized officials as of the dates below.

IMPERIAL PETROLEUM                      TRADEWINDS TECHNOLOGY
RECOVERY CORPORATION                    COMPANY

By:                                     By:
     ----------------------------           ------------------------

Name:    C. Brent Kartchner             Name: James E. Scott III
     ----------------------------           ------------------------

Title:   President                      Title: President
      ---------------------------            -----------------------

Date:    February 11, 2002              Date:  February 11, 2002
     ----------------------------            -----------------------


                               OMITTED APPENDICES


APPENDIX A:  NONDISCLOSURE AND SECRECY AGREEMENT



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