AGREEMENT

                                    between

                        TITAN TECHNOLOGIES INCORPORATED
              3206 Candelaria N.E., Albuquerque, New Mexico 87107
                      (hereinafter referred to as "Titan")

                                      and

                          UNITED STATES RECYCLING, LLC
                       P.O. Box 267145, Weston, FL 33326
                       (hereinafter referred to as "USR")

WITNESSETH:

        Whereas, TITAN is the owner of certain proprietary technologies
(hereinafter collectively referred to as the "Technology") with respect to
recycling of tires in order to recover marketable oil, steel and carbon
therefrom in a manner which does not generate toxic wastes (but specifically
excluding any applications of the Technology with respect to waste products
other than tires); and

        Whereas, TITAN has previously authorized use of the Technology in tire
recycling plants located in the Republic of Korea (South Korea) and Taiwan and,
in connection therewith, has supervised construction and commissioning of such
plants; and

        Whereas, USR believes it has preliminary financial arrangements in place
for in construction and operation of a tire recycling plant in Bay City, Texas
at a feed rate of 100-135 tons of tires per day, including satisfactory
preliminary commitments for supply of tires at such rate;

        Whereas, USR has access to a site, building and infrastructure in Bay
City, Texas for an initial plant using the Titan Technology at a rate of not
less than 100 tons of shredded tires per day and has obtained preliminary
commitments for approximately $15 million of funds which will be required to
build a Titan tire recycling plant, including the cost of a production circuit
required to convert the carbon black into activated carbon; and

        Whereas, TITAN and USR now desire to combine their respective fields of
knowledge for the purpose of the commercializing the Technology in the State of
Texas, as well as in Brazil and Austria;

        Now therefore, TITAN and USR agree as follows:

                                I. INITIAL PLANT

A. Concurrently with execution of this Agreement, Titan and USR have
executed the License Agreement (the "License") attached hereto as Exhibit A
(and by this reference made a part hereof) for construction and operation of a
tire recycling plant in Bay City, Texas (the "Initial Plant"). The executed
License has been executed in duplicate and placed in escrow concurrently
herewith with the understanding and agreement that it will be delivered to
Titan and USR as an operative contract at the time that funding is in place for
construction and operation of the Initial Plant. Such financing must be
completed and be in place on or before January 31, 2004 or the License shall be
and become null and void.

B. Concurrently with execution of this Agreement, USR has paid Titan the sum of
$10,000. On the twentieth day of each month following the execution of this
Agreement, commencing with the month of March, 2003, USR shall pay Titan $10,000
until Titan has been paid a total of $60,000. The Licensing Fee of $1,000,000
and the balance of fees and royalties for the Initial Plant will be paid to
Titan in accordance with the following schedule, as also set forth in the
License:

        (i) The $60,000 in payments as stated above shall be a credit against
            the total fee for the License of $1,000,000; and

        (ii) $190,000 shall be paid to Titan upon completion of financing for
             the Initial plant; and

        (iii)$175,000 shall be paid upon commencement of
             construction of the Initial Plant; and

        (iv) $175,000 shall be paid upon start-up and commissioning of the
             Initial Plant; and

        (v)  $400,000, shall be paid to Titan in installments of $100,000
             every six months upon the Initial Plant achieving "Positive
             Cash Flow" from operations as defined in Subsection I.C.(vi)
             below.

        (vi) Production royalties shall commence beginning the month in which
             net revenues received from sale of all products and all revenue
             generated by the Initial Plant exceed the Initial Plant's cash
             operating costs (including interest, but excluding general and
             administrative expenses and repayment of principal on any of
             USR's debt), also called hereinafter "Positive Cash Flow".

The production royalties shall be $4.00 per ton of tires fed into the plant for
processing, payable quarterly by January 30, April 30, July 30, and October 30
for the preceding quarter for every month after the Initial Plant achieves
Positive Cash Flow.

C. USR shall be responsible for completing detailed engineering for the Initial
Plant (in consultation with Titan) based upon process flow diagrams previously
furnished by Titan and preliminary work performed by Lockwood Greene.

D. Titan agrees to provide two Titan technical personnel to be under the
direction of USR to provide such technical assistance as may be necessary or
advisable for detailed engineering, construction, commissioning and operations
of the Initial Plant, including the period following execution of this Agreement
until project financing for the Initial Plant is completed and until the Initial
Plant has become fully operational. The salaries and travel expenses of such
technical personnel shall be paid for by USR on a current basis within 10 days
after the end of any month during which they provide services for USR away from
Titan's Albuquerque office. For purposes of this Agreement, the salaries payable
by USR for said technical personnel shall be based upon an annual salary of
$50,000 per person plus applicable payroll taxes and Titan shall notify USR what
portion of said employee's monthly salary and what travel expenses were actually
incurred working on the Initial Plant at USR's direction out of Albuquerque,
based upon a 40 hour work week.

        Also, prior to execution of this Agreement Titan has provided to USR's
attorney copies of U.S. Patents 5,871,619 and 5,714,043.

E. The License Agreement granted to USR, when delivered from escrow upon
completion of financing for the Initial Plant, shall be exclusive as to the
State of Texas and within the Countries of Austria and Brazil for the periods
specified in Article II.C. below (collectively the Territory") if the Initial
Plant is financed and construction commences as provided in Article I A above.
The License shall also be deemed to grant USR the right to use the Technology
for the purpose of generating electric power within the defined Territory
through combustion of products produced using the Technology. Titan shall not
grant licenses for the tire recycling Technology (including its use for
generation of electric power) to third parties in the Territory if the
conditions in Article I A above are satisfied, so long as the conditions of
Article II C below are met as well as Section 2.B. of the License Agreement.

                             II. SUBSEQUENT PLANTS

A. As more specifically set forth below, USR desires to acquire the right to
license the Technology on a basis that will permit its use at subsequent plants
at locations different from the Initial Plant. Titan is willing to grant such
rights subject to the following:

     (i) The Initial Plant must be under  construction  on or before January 31,
         2004 and shall have been placed in operation  on or before  October 31,
         2004 (the "Completion Date),  except USR shall have the right to extend
         the Completion Date, with a maximum  extension until April 30, 2005, by
         paying Titan in advance the sum of $10,000.00  per month for each month
         of extension beyond October 2004.

     (ii)If the  conditions  set forth in  Paragraph  A.(i) above have been met,
         USR shall  have the right to  license  the  Technology  for  additional
         plants.  The license fee for additional  plants shall be $1,000,000 per
         plant,  25% of which  shall be paid to Titan at the time the License is
         granted; 25% of which shall be paid at the time construction commences;
         25% of which shall be paid at the time  construction is completed;  and
         25% of which shall be paid when operation of the plant commences.

     (iii)Production  royalties for each subsequent plant shall be paid in equal
         installments  of $100,000 every six months  commencing on the tenth day
         of the seventh  month after each said  subsequent  plant has  commenced
         operation  and a like payment of  $100,000.00  being due and payable on
         the  tenth  day of the  month  for each  succeeding  six  month  period
         thereafter,  except that the production  royalties for each  subsequent
         plant  for  which  the  average  daily  feed  rate of  tires  for  that
         subsequent plant drops below 90 tons of tires per day for any six month
         period shall be $75,000.00,  which $75,000.00  payment shall be payable
         on or before the tenth day of the  seventh  month  after each six month
         period of operation  after  commencement of operation of the subsequent
         plant during which its average  daily feed rate of tires drops below 90
         tons of tires per day for said six month period.  Each subsequent plant
         shall have its own form of  Agreement  which  shall be the same as this
         Agreement  as provided in Exhibit A except as to the defined  Territory
         and the initial  license fee and the production  royalty which shall be
         as stated in this Article II.A.(iii).

B. The provisions of Articles I E. and F. above shall be applicable to
construction of any subsequent plants under this Article II.

C. Titan shall not issue licenses for the Technology to third parties within the
State of Texas and in Austria and Brazil if USR has completed  construction  and
commenced  operation  of its first  plant by October  31,  2004,  including  any
extensions,  the  License  shall be  exclusive  within  the  State of Texas  and
countries  of Brazil and Austria for a period of five (5) years from the date of
completion of said Initial  Plant.  Thereafter  the term of the License shall be
extended  in the  portion  of the  Territory  in  which a  subsequent  plant  is
completed for an additional period of five (5) years from the date of completion
of said  subsequent  plant.  The License will terminate as to any portion of the
Territory  in which a plant is not  completed  within  any five (5) year  period
after  commencement of this Agreement or completion of a subsequent plant within
any five (5) year period thereafter. Provided, however; nothing contained herein
shall be deemed to cause the termination of a License for any plant in operation
within the  Territory,  which License shall be permanent as long as any plant is
in operation and USR is complying with all its  obligations  with regard to said
plant and this Agreement. In addition, if USR completes the construction of four
(4) plants  within the State of Texas,  it will secure a  permanent  license for
Texas and Titan will not grant any further licenses for tire recycling plants in
Texas to any  other  entity.  Further,  if USR has  completed  construction  and
commenced  operation  of its first  plant by October  31,  2004,  including  any
extensions,  Titan shall not issue a license to a third party or parties  within
the  continental  United States unless it has first  notified USR that Titan has
received a serious offer  (meaning a company that is ready,  willing and able to
finance a plant and has its financing in place) to purchase a license to build a
plant and provided USR a period of forty-five (45) days to determine  whether it
wishes to purchase the license to build the specified plant. Notification to USR
shall be  considered  delivered  on the date it is sent by  mail,  facsimile  or
e-mail to the notice addresses  provided  herein.  If USR elects to purchase the
license to build the specified plant, it will pay Titan a non-refundable deposit
of  $250,000.00  in good  funds  within  forty-five  (45)  days  after  the date
notification is delivered to USR. Said deposit will constitute the first payment
for a subsequent  plant (i.e. 1/4 of the license fee for the plant) and the same
terms for  subsequent  plants  stated in this  Section  above  will apply to the
payment of the license fee,  completion of the plant, and production  royalties.
The failure by USR to pay Titan a non-refundable  deposit of $250,000.00 in good
funds  within  forty-five  (45)  days  after the date of  notification  by Titan
Technologies  shall  constitute its election to not build the plant specified in
the notice  from Titan and Titan will  thereafter  be free to pursue an offer to
build a plant in the specified location without any further notification to USR.
If USR deposits the  non-refundable  deposit of $250,000.00 in good funds within
forty-five (45) days after the date  notification is delivered to USR, and later
decides to not build the specified plant it may transfer its $250,000 deposit to
another location, if it notifies Titan within ninety (90) days after the date of
initial  notification by Titan that it will not proceed with the construction of
the plant. If USR elects to take the location and pays its $250,000 deposit,  it
will  construct and commence the  specified  plant within one year from the date
USR  deposits its license  deposit  ($250,000).  If USR fails to  construct  and
commence  the  specified  plant  within one year from the date USR  deposits its
license deposit it will lose its deposit and the right to build in the specified
location.

D. Titan has on-going discussions with third parties for construction of tire
recycling plants using the Technology with respect to the States of Washington,
California, Alabama, Oregon, Nevada, Idaho, Ohio, and South Carolina, as well
the District of Columbia, the Republic of Mexico, and the Territory of Puerto
Rico.  Titan shall have the free and unfettered right to conclude licensing
transactions for the Technology, as well as other area, states or countries so
long as any such licenses do not impair the availability for supply of tires
within the Territory covered by this Agreement. Provided, however, that any
such agreements or licenses which may result from such agreements shall
specifically recognize the rights of USR granted herein and shall not, by their
terms, conflict with the rights granted herein to USR.

        In addition, at any time after the date six months following the date
USR's first plant in Bay City, Texas, commences operations, Titan Technologies
grants to USR the option to purchase a license for any of the states,
territories and countries specified in this Section II.D. above for which Titan
has not received a definitive offer to purchase a license from an entity that
has its financing in place, by paying Titan a non-refundable deposit of
$250,000.00 in good funds. If USR elects to take a location and pays its
$250,000 deposit, it will construct and commence the specified plant within one
year from the date USR deposits its license deposit ($250,000). If USR fails to
construct and commence the specified plant within one year from the date USR
deposits its license deposit it will lose its deposit and the right to build in
the specified location.

E. Notwithstanding anything to the contrary contained herein, the provisions as
to exclusivity contained in this Article II shall not be deemed to prevent
Titan from negotiating or completing a merger, consolidation, reorganization or
similar transaction with a third party which desires to purchase the tire
recycling or other technologies owned or controlled by Titan.

F. Titan and USR mutually acknowledge and agree that it is not commercially
practicable to predict the various elements and factors which will determine the
ultimate success of the Initial Plant, and that Titan may be approached with
other opportunities for construction and operation of additional plants, either
within or outside the United States, with respect to its recycling technologies.
Except for the initial Territory covered by the License, USR expressly
recognizes that the ability of Titan to pursue other territories is extremely
important to its corporate well being and acknowledges that Titan must be free
and unencumbered to pursue other opportunities outside the initial Territory
covered by the License. The parties also desire to avoid any disputes regarding
the provisions of Article II above regarding subsequent plants and ensure that
USR is compensated for being a "pioneer" for the first United States plant (the
"Initial Plant"). In this regard, Titan will deliver to USR at closing (Article
VI below), Warrants (the "Warrants," in the form attached hereto as Exhibit D
and by this reference made a part hereof) to purchase up to 1,000,000 shares of
Titan common stock at a price of $.30 per share (adjusted for customary dilution
as provided in the form of Warrant) to ensure that USR has the opportunity to
participate in the future success of Titan as a result of the success of the
Initial Plant, subsequent plants or other plants constructed on the basis of
license of the Titan technologies. USR agrees that such Warrants are its sole
and exclusive remedy under this agreement in the event that the parties cannot
or will not agree as to licensing agreements for subsequent plants as
contemplated by Article II above.

                             III. GENERAL PROVISIONS

A. Titan represents that it owns patents with respect to the Technology and that
it is not aware of any infringements or adverse claims with respect thereto.

B. Titan and USR shall use  reasonable  efforts to ensure  that  Titan's  patent
rights are protected and enforced  within the Territory  covered by the License.
Titan shall retain exclusive ownership of the Technology,  including the patents
and patent rights.  In addition,  all  proprietary  rights to design,  know-how,
copyright or  improvements  or  modifications  to the process or processes shall
remain or become the exclusive property of Titan, and USR agrees to execute such
documents  as may be required  from time to time to assign and transfer to Titan
such rights at no further costs or fees to Titan.

C. Titan shall  exclusively be entitled to apply for and register any patents or
patent  improvements  arising out of this  Agreement  or  definitive  Agreements
hereafter,  and USR shall sign all necessary  applications or otherwise  provide
its approval with respect to any such applications or  registrations.  USR shall
similarly assist Titan in protecting its patent rights or proprietary  knowledge
within the scope of the License and this Agreement.

D. Prior to execution of this Agreement,  Titan and USR have executed a document
entitled  Confidentiality  and  Non-Circumvention  Agreement,  which is attached
hereto as Exhibit C (and by this  reference  made a part  hereof),  which  shall
survive any termination of this Agreement.

                                IV. TERMINATION

This Agreement shall terminate upon the occurrence of following events:

     (i) Failure of USR to make the  payments  required by Article I (D)(ii) and
         (iii) above unless such failure is cured  within  thirty (30)  business
         days following  written notice from Titan that any such payment has not
         been received;

     (ii)Failure  of USR to meet the  conditions  set forth in  Article  II.A(i)
         above,  except  that such  termination  shall not  affect  the  License
         granted for the Initial Plant.

     (iii)By mutual agreement of the parties; or

     (iv)Except as  hereinafter  provided,  in the event  the  Initial  Plant is
         constructed  and operated,  this  Agreement  shall  terminate  upon the
         permanent  cessation of operations of the Initial Plant and the winding
         up of all  matters in  connection  with the  cessation  of  operations.
         Provided  however,  in the event that  subsequent  plants are built and
         operated under this Agreement, this Agreement shall not terminate until
         the permanent  cessation of  operations  of the last  remaining of such
         subsequent plants.

                        V. ARBITRATION AND GOVERNING LAW

A.  This  Agreement  is  governed  by the laws of the State of New  Mexico.  Any
disputes  concerning  this Agreement shall be exclusively and finally settled by
arbitration in accordance with the provisions of the Uniform  Arbitration Act as
in  effect in the State of New  Mexico  with  venue  lying in  Albuquerque,  New
Mexico.  Provided,  however,  that nothing  contained  herein shall be deemed to
restrict the right of Titan to seek other  remedies in any  jurisdiction  of its
choosing in the event that any such dispute relates to alleged  violation of the
Confidentiality and Non-Circumvention Agreement attached hereto as Exhibit C.

                                  VI. NOTICES

Notices hereunder shall be given in writing and addressed to the parties at the
respective addresses set forth on the first page of this Agreement. Notices
shall not be effective until receipt has been confirmed by the party sending the
notice. Provided, however, that notices hereunder shall also be effective if
personally delivered to an officer of the recipient or given by facsimile copier
with receipt confirmed. For purposes of this Article, the facsimile copier
number of Titan is (505) 881-7113 (Attention: Mr. Ron Wilder); the e-mail
address for USR is elansass@yahoo.com (Attention: Mr. Elan Sassoon) and by mail
to USR at P.O. Box 267145, Weston, Florida 33326. A copy of any notice from
Titan to USR shall also be mailed to Mr. Richard McWilliams by U.S. Postal
Service, postage prepaid at 1760 Brown Trail, Hurst, Texas 76054, with a copy
sent to facsimile copier number (409)724-6585.

                                  VII. CLOSING

This transaction will be closed when the following documents have been executed
by the parties and delivered (or, as appropriate, copies thereof) to Titan and
USR and, with respect to the License, to the escrow agent.

A. License Agreement (Exhibit A) between Titan and USR;
B. Check to Titan in the amount of $10,000;
C. Confidentiality and Non-Circumvention Agreement between Titan and USR
   (Exhibit C);
D. Warrant to USR to purchase Titan common stock (Exhibit D); and
E. Corporate resolutions of Titan and USR authorizing completion of this
   transaction.

        In Witness Whereof, the parties have executed this Agreement this 20th
day of February, 2003.


Titan Technologies Incorporated

By: Ronald L. Wilder
    ----------------
Title: President


United States Recycling, LLC

By: Richard L. McWilliams
    ---------------------
Title: President

United States Recycling, LLC

By: Elan Sassoon
    ------------
Title: CEO