LICENSE AGREEMENT


        THIS LICENSE AGREEMENT (the "License Agreement"), dated as of the 20th
day of February, 2003, by and between Titan Technologies Incorporated, having
its principal place of business at 3206 Candelaria N.E., Albuquerque, New Mexico
("Titan" or "Licensor"), and United States Recycling, LLC, a corporation
organized and existing under the laws of Florida ("USR" or "Licensee"), with
principal executive offices at 1498 Sandpiper Circle, Weston, Florida 33321 and
having a mailing address of P.O. Box 267145, Weston, Florida 33326.

                                    RECITALS

A. Titan is the owner of all right, title and interest in the intellectual
property described more completely below (the "Technology");

B. Licensee is desirous of acquiring the right to use the Technology in
construction and operation of facilities within the Territory
(as defined below), including sale of facilities constructed by Licensee;

C. Titan and USR have entered into an Agreement dated February 20,
2003 (the "Agreement"), which by this reference is incorporated into this
Licensing Agreement. The Agreement provides for construction of a commercial
Plant (the "Plant") in the Territory using the Technology.

D. Titan is willing to grant to Licensee a license to use the Technology in
connection with the manufacture, sale and operation of the Plant using the
Technology, all on the terms and subject to the conditions hereinafter set
forth.

        NOW, THEREFORE, in consideration of the premises, the mutual promises
set forth below and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Titan and Licensee hereby agree as
follows:


                                1. Definitions.

        The following definitions shall be applicable throughout this Agreement:

     A. The term "Territory" shall be defined under this Licensing  Agreement as
follows:

                (i)     The State of Texas;

                (ii)    Austria; and

                (iii)   Brazil.

     B. The term  "Affiliate" of any person or entity shall mean and include any
person,  corporation or other entity controlling,  controlled by or under common
control with, such person or entity.

     C.  The  term  "Technology"  shall  mean  any and all  information,  patent
applications,  know-how, show-how, substances, recipes, formulas,  compositions,
devices,  apparatuses,  techniques,  notes, books,  writings or other documents,
samples,  prototypes,  models,  trade secrets,  methods,  practices,  processes,
process parameters, research and development information,  software, algorithms,
flow charts, data flow diagrams,  state transition  diagrams,  contact diagrams,
technical plans and designs, data, blueprints, inventions, customer and supplier
lists,   price  lists,   marketing  plans,  and  other  business  and  financial
information,  including improvements,  changes,  developments, and modifications
thereto, which relate to the Invention or Inventions as the same relates to tire
recycling.  Without  limitation,  the term "Technology"  includes the inventions
described in and covered by U.S. Patents Nos. 5,714,043 and 5,871,619 (copies of
which have been sent to Licensee).

     D. "Field of Use" shall mean use of the  Invention or  Technology or Patent
Rights for recycle of tires of whatsoever origin.

     E.  "Force  Majeure"  Neither  party shall be liable in damages or have the
right terminate this Agreement for any delay or default in performing  hereunder
in the event its  performance  is  delayed by an Act of God,  including  but not
limited  to a natural  disaster  such as an  earthquake,  hurricane,  tornado or
flood, or a war,  insurrection or any other cause beyond the reasonable  control
of the party whose performance is affected.

     F.  "Invention" or  "Inventions"  means the Titan process and processes for
recycle of tires,  together with equipment,  reagents and proprietary  knowledge
utilized to employ the Technology  and the products and processes  related to or
included therein.

     G. "Licensed  Marks" means all service marks and trademarks  (but not trade
names) of Licensor  relating to the  Invention,  Licensed  Processes or Licensed
Products,  including  any and all  service  marks  and  trademarks  which may be
established from and after the date of this Licensing Agreement.

     H. "Licensed  Processes"  shall mean the processes  claimed in or utilizing
Patent Rights or some portion thereof,  together with all proprietary  knowledge
related to use of the  Invention or Inventions  and any licenses or  sublicenses
which Licensor has acquired or develops the right to use in connection  with the
Technology.

     I.  "Licensed  Products"  shall  mean  products  related  to  Titan's  tire
recycling technology, that include:

        (i) claimed in Patent Rights; or

        (ii) made in accordance with or by means of Licensed Processes;
or

        (iii)made utilizing any substance, device, apparatus, method, or process
which embodies or uses the Technology or Invention, including improvements; or

        (iv) are protected by Patent Rights; which in any such case is
used or useful in the Field of Use.

     J. "Patent  Rights" shall mean United States Patent  Numbers  5,714,043 and
5,871,619 issued by the U.S. Patent and Trademark Office on February 3, 1998 and
February  16, 1999,  respectively,  and  applications  which may be filed in the
United  States  and all  foreign  countries,  and any  provisional,  divisional,
continuation, continuation-in-part, and substitute applications thereof, and any
patents issuing thereon and reissues,  reexaminations,  and extensions  thereof,
which relate to the Invention or Technology.

                           2. Grant of License; Term.

A. Titan hereby grants to Licensee, and Licensee accepts, the right, license and
privilege to use the Technology in connection only with the design, manufacture,
construction  and  operation  of the  Plant,  including  the  right  to sell and
distribute Licensed Products and to practice Licensed Processes.

B. The term of this Agreement shall commence as of the date hereof and shall
terminate as follows:

        If the conditions set forth in Article lI.A(i) have been satisfied (the
Initial Plant ifn Bay city, Texas is completed on schedule including any
extensions), the License shall be exclusive within the State of Texas, Brazil
and Austria for a period of Five (5) years. 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, unless this Licensing Agreement is earlier
terminated by Licensor pursuant to the provisions of Articles 10 and 11 below.

C. The Licensee may not assign, transfer,  sublicense or otherwise convey any of
the rights granted to Licensee  hereunder or any interest therein,  by operation
of law or otherwise,  to any person,  firm,  corporation,  or entity without the
express prior written consent of Titan;  however,  the foregoing provision shall
not restrict the  Licensee's  ability to grant a sublicense  to any affiliate of
the Licensee that  constructs  the Plant or to the owner of the Plant,  provided
that:

     (i).Licensee shall continue to remain primarily  liable,  as a guarantor of
         payment  and  performance,  for  all  obligations  of any  assignee  or
         sub-licensee; and

     (ii). Such  assignee or  sub-licensee  agrees in writing to be bound by the
         terms hereof.

     (iii) Licensee or Sub-licensee  shall use the Technology only in the manner
         set  forth  in the  Agreement  and  shall  use the  Technology  only in
         connection with the design, manufacture,  construction and operation of
         the  Plant.  Licensee  covenants  that  the  Plant  will  be  designed,
         constructed   and   operated   in   accordance   with  all   applicable
         environmental  standards  of the  State of  Texas  or,  as  applicable,
         Austria or Brazil.

                              3. Samples; Products

A.  Licensor may request,  not more often than once each  calendar  month,  that
Licensee  present to Licensor at its principal place of business in Albuquerque,
New Mexico,  at  Licensee's  sole cost and  expense,  a sample of each  Licensed
Product being manufactured or sold by or on behalf of Licensee.

                                 4. Inspection

A. The duly authorized  representatives  of Licensor shall have the right,  upon
reasonable  advance  notice to Licensee and during  normal  business  hours,  to
inspect all facilities utilized by Licensee,  its contractors and suppliers,  in
connection  with the design and  construction of plants using the Technology and
the manufacture,  sale, storage or distribution of products pursuant hereto. The
rights of Licensor set forth herein shall be in addition to (and not in conflict
with) the provisions of any other Article of the Agreement.

B. Licensee shall market and sell Licensed Products produced at the Plant in
accordance with all applicable laws.

                5. License Fee and Production Royalty Payments.

A. With  respect to the Initial  Plant (as defined in the  Agreement),  Licensor
shall pay Licensor a license fee of  $1,000,000  as provided in Article I of the
Agreement.  With respect to each Subsequent  Plant (as defined in the Agreement)
Licensee shall pay Licensor a license fee of $1,000,000 as defined in Article II
of the Agreement.  With respect to operation of the Initial Plant and Subsequent
Plants, production royalties shall be payable to Licensor as provided in Article
4.C below.

B. All payments required hereunder shall be made in United States dollars.

        Licensee agrees to pay Licensor production royalties with respect to the
Initial Plant, as follows:

        Production royalties shall commence beginning the month in which net
revenues received from sale of all products and revenue generated by the Initial
Plant exceed 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".

        Production royalties for the Initial Plant 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.      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
it its average daily feed rate of tires for drops below 90 tons of tires per day
for said six month period. With respect to Subsequent Plants, the production
royalty shall be determined in accordance with Article II.A.(iii) of the
Agreement.


                                6. Infringement.

A. Licensee shall promptly notify Licensor of any infringement of the Technology
whenever such infringement shall come to the Licensee's attention.
After receipt of such notice from Licensee, Licensor shall advise Licensee of
its decision either to elect to take such action to stop such infringement or
act as Licensor may deem necessary in which event:

    (a)     Licensee shall cooperate fully with Licensor in connection
therewith, and, if so requested by Licensor, shall join with Licensor as a party
to any action brought by Licensor for such purpose;

    (b)     Licensor shall have full control over any action taken, including
without limitation the right to select counsel, to settle on any terms it deems
advisable in its discretion, to appeal any adverse decision rendered in any
court, to discontinue any action taken by it, and otherwise to make any
decision in respect thereto as it in its discretion deems advisable, and

    (c) Licensor shall bear all expenses connected with the
foregoing; or elect to have Licensee take control over the action, in which
event:

     (i) Licensor shall cooperate  fully with Licensee in connection  therewith,
         and, if so requested by Licensee,  shall join with  Licensee as a party
         to any action brought by Licensee for such purpose;

     (ii)Licensee  shall have  control  over any  action  taken,  provided  that
         Licensor  shall not be liable for any settlement  effected  without its
         express prior consent; and

     (iii) Licensee  shall bear all expenses in  connection  therewith and shall
         reimburse any payments,  including,  without limitation, any settlement
         payments,  made by  Licensor  in  connection  therewith  promptly  upon
         request.

     (iv)Any  recovery as a result of any such  action  shall  belong  solely to
         Licensor,  except to the extent that such  recovery  represents  damage
         specifically  allocated  to  Licensee,  in which  event such  specified
         recovery shall be paid to Licensee.

                     7. Additional Covenants and Agreements

A.      Licensee shall have no right to terminate this License Agreement or to
be released, relieved, or discharged from its obligations hereunder in the case
of the following:

     (i) Any   default,   misrepresentation,   negligence,   gross   negligence,
         misconduct,  willful misconduct or other action or inaction of any kind
         by Licensee;

     (ii)The insolvency,  bankruptcy,  reorganization or cessation of existence,
         or discharge or forgiveness of indebtedness of Licensee;

     (iii) The  invalidity,  unenforceability,  impossibility  or  illegality of
         performance of this License Agreement for any reason;

     (iv)Any  defect in the title  to, or any lien or other  restriction  of any
         kind  upon  the use  of,  any of the  Licensed  Marks  for  any  reason
         whatsoever to the extent such defect, lien, or other restriction is the
         result of any actions taken or not taken by Licensee;

     (v) Any restriction,  prevention or curtailment of or interference with the
         use of any of the  Licensed  Marks  for any  reason  whatsoever  to the
         extent such restriction, prevention, curtailment or interference is the
         result of any actions taken or not taken by Licensee; and

     (vi) Any law now or hereafter in force.

                                   8. Patents

A. Without otherwise  restricting  Licensor from filing and prosecuting,  at its
own  expense  and  cost,  further  domestic  and  foreign  patent   applications
corresponding  to the Licensed  Products and Licensed  Processes and maintaining
any patents resulting therefrom,  Licensor,  from time to time when so requested
by Licensee,  shall (to the extent permitted by the patent law of the country in
question) file, or do all things reasonably necessary to enable Licensee to file
in the name of  Licensor,  patent  applications  in such  country  or  countries
covering the Invention, Technology, Licensed Products, and Licensed Processes as
shall be designated by Licensee. The filing, prosecution, and maintenance of any
such patent  applications or patents,  the filing of which shall be so requested
by Licensee, shall be at the sole expense of Licensee.

B. Licensee shall have the right, at any time and upon notice to Licensor of not
less than one (1) month,  to terminate the rights and  obligations  conferred on
it,  with  respect  to  the  prosecution   and/or   maintenance  of  any  patent
applications  or  patents  specified  in such  notice,  provided  that  any such
termination shall not terminate  Licensee's  obligation to pay any and all fees,
costs,  or expenses  theretofore  incurred by Licensee in  connection  with such
prosecution  and/or  maintenance.  In any such  event,  Licensor  shall have the
right,  at its option and at its sole expense,  to continue such  prosecution or
maintenance through patent attorneys of its own choice.


                        9. Grant Back and Cross-License.

        If Licensee develops improvements to the Licensed Products, Licensed
Processes, or Technology, Licensee shall be required to license such
improvements to Licensor and Licensor shall be entitled to sublicense such
improvements to other licensees or sub-licensees not covered by this License
Agreement. The rights of Licensor with respect to such improvements shall be on
a royalty-free basis, and Licensee shall execute such documents as may be
reasonably required to perfect Licensor's rights hereunder, including
confirmation that Licensor is the owner of any such improvements.

                      10. Events of Default; Termination.

A. Each of the following shall constitute an event of default by Licensee under
this License Agreement:

     (i) If Licensee shall breach in any material respect any of its obligations
         under this License  Agreement,  and such default is not remedied within
         thirty (30) days after written  notice  thereof from  Licensor,  unless
         such  default  is not for the  payment  of money and is not  capable of
         being cured through  Licensee's  diligent and continuous  effort within
         thirty (30) days after written  notice  thereof,  and Licensee  (within
         such 30 day period)  immediately  commences to cure such  default,  and
         thereafter  applies its best efforts to cure such default,  and does in
         fact cure such default within ninety (90) days of the initial notice of
         default; or

     (ii)If Licensee shall  institute  proceedings to be adjudicated a voluntary
         bankrupt or  insolvent,  or shall consent to the filing of a bankruptcy
         proceeding  against  it, or shall  file a  petition  or answer  seeking
         reorganization  or  arrangement  under any  bankruptcy act or any other
         similar  applicable  law  of  any  country,  or  shall  consent  to the
         appointment  of a receiver  or  liquidator  or trustee or  assignee  in
         bankruptcy or insolvency  of itself,  or any of its property,  or shall
         make an assignment for the benefit of creditors,  or shall be unable to
         pay its debts  generally  as they  become  due,  or shall  cease  doing
         business as a going  concern,  or  corporate  action  shall be taken by
         Licensee in furtherance of any of the foregoing purposes; or

     (iii) If an order,  judgment or decree of a court having jurisdiction shall
         have been entered adjudicating the Licensee a bankrupt or insolvent, or
         approving,  as properly  filed, a petition  seeking  reorganization  of
         Licensee or of all or a  substantial  part of its  properties or assets
         under any bankruptcy act or other similar  applicable law, as from time
         to time  amended,  or  appointing a receiver,  trustee or liquidator of
         Licensee  and such  order,  judgment or decree  shall  remain in force,
         un-discharged  and  un-stayed  for a period of thirty  (30) days,  or a
         judgment or lien for the  payment of money in excess of $250,000  shall
         be  rendered  or entered  against  Licensee  and the same shall  remain
         un-discharged or un-bonded for a period of ninety (90) days or any writ
         or  warrant  or  attachment   shall  be  issued  or  levied  against  a
         substantial  part of the property of Licensee and the same shall not be
         released,  vacated or bonded  within  ninety  (90) days after  issue or
         levy; or

     (iv)If  Licensee  shall  fail to  perform or  observe  any  material  term,
         condition,  agreement  or  covenant  on its  part  to be  performed  or
         observed pursuant to this License Agreement or the Agreement, including
         any Confidentiality and Non-Circumvention  Agreements executed or which
         may in the future be executed in connection therewith, and such default
         is not remedied  within thirty (30) days after written  notice  thereof
         from Licensor,  unless such default is not for the payment of money and
         is not capable of being cured through  diligent and  continuous  effort
         within  thirty  (30)  days  after  written  notice  thereof,   and  the
         defaulting  party  immediately  commences  to cure  such  default,  and
         thereafter  applies its  diligent and  continuous  best efforts to cure
         such  default,  and does in fact cure such default  within  ninety (90)
         days of the initial notice of default.

B. As used in this Agreement, the term "default" shall mean any condition, event
or state of facts,  which,  after notice or lapse of time, or both,  would be an
event of  default.  If any  event of  default  shall  occur  and be  continuing,
Licensor may, by written notice to Licensee,  in its sole discretion,  forthwith
terminate this Agreement.

                    11. Effect of Expiration or Termination.

A. Upon any expiration or termination of this agreement:

     (i) All  rights  of  Licensee   hereunder   shall   terminate   and  revert
         automatically  to  Licensor,  and  neither  Licensee  nor  any  of  its
         receivers, representatives, trustees, agents, successors or assigns (by
         operation  of law or  otherwise)  shall have any right to  manufacture,
         exploit, advertise,  merchandise,  promote, sell, distribute or deal in
         or with Licensed  Products or  Merchandise  and Licensee and all of its
         receivers, representatives, trustees, agents, successors or assigns (by
         operation of law or otherwise)  shall forthwith  discontinue all use of
         the Licensed Marks and any variation or simulation thereof, or any mark
         confusingly  similar or likely to create confusion  therewith,  and all
         references  thereto  or hereto,  and all  designs,  Samples  and labels
         provided or employed  hereunder,  and all  designs,  Samples and labels
         provided  or  employed   hereunder,   including  any  modifications  or
         improvements  thereof and any patents,  trademarks,  copyrights,  trade
         names  and  other  proprietary  rights  in  connection  therewith,  and
         Licensee  hereby  irrevocably  releases  and  disclaims  any  right  or
         interest in or to any and all of the foregoing; and

     (ii)Licensor shall  forthwith have the  unrestricted  right to manufacture,
         advertise,  merchandise, promote, sell and distribute Licensed Products
         directly  or through  others,  and to grant  licenses  with  respect to
         Licensed Products and the Licensed Marks.

                                 12. Insurance.

        Licensee has obtained, and shall maintain at its own expense in full
force and effect at all times during which the Licensed Products are being sold
and used, with an reasonably acceptable insurance carrier, products liability
insurance policy with limits of liability customary in the industry. Such
insurance shall be for the benefit of and shall name as co-insured Licensor, its
affiliates and subsidiaries, and their respective officers, directors,
controlling persons, successors in interest and assigns, and shall provide for
at least thirty (30) days' prior written notice by the carrier thereof (each an
"Insurance Notice") to Licensor and Licensee of the cancellation or modification
thereof.

                      13. Representations and Warranties.

A. Licensee hereby represents and warrants to Licensor as follows:

     (i) Licensee is a corporation duly organized,  validly existing and in good
         standing under the laws of the State of Florida.

     (ii)Neither the  execution,  delivery nor  performance of this Agreement by
         Licensee will, with or without the giving notice or passage of time, or
         both,  conflict  with,  or result in a default or loss of rights under,
         any  provision  of the  Certificate  of  Incorporation  or  By-Laws  of
         Licensee  is a party  or by which  it or any of its  properties  may be
         bound.

     (iii) Licensee has full power and  authority  to enter into this  Agreement
         and to carry out the  transactions  contemplated  thereby in accordance
         with its  terms;  the  execution,  delivery,  and  performance  of this
         Agreement  by Licensee  have been duly and properly  authorized  by all
         necessary corporate actions;  and this Agreement  constitutes the valid
         and binding  obligation of Licensee  enforceable in accordance with its
         terms.

B. Licensor hereby represents and warrants to Licensee that:

     (i) Licensor has full power and authority to enter into this  Agreement and
         to carry out the transactions  contemplated  thereby in accordance with
         its terms; and

     (ii)This  Agreement   constitutes  the  valid  and  binding  obligation  of
         Licensor enforceable in accordance with its terms; and

     (iii) No person  has  given  Licensor  notice in any form that such  person
         claims any  infringement  with respect to the  Technology or any aspect
         thereof, including (without limitation) Licensed Processes,  Inventions
         and Licensed Products.

     (iv)If Licensee builds the plant to  specifications  and operates the plant
         in accordance  with the  operational  procedures  specified by Lockwood
         Greene and Titan,  Titan  warrants  that a plant built and  operated in
         accordance with such  specifications and operational  procedures,  will
         process up to 100 tons of feed stock per 24 hour day.


                                  14. Brokers.

        Each of Licensor and Licensee hereby represents and warrants to the
other that it has not employed or dealt with any broker or finder in connection
with this Agreement or the transactions contemplated hereby, and agrees to
indemnify the other and hold it harmless from any and all liabilities
(including, without limitation, reasonable attorneys' fees and disbursements
paid or incurred in connection with any such liabilities) for any brokerage
commissions or finders fees in connection with this agreement or the
transactions contemplated hereby insofar as such liabilities shall be based on
the arrangements or agreements made by it or on its behalf.

                                  15. Notices.

A. All  reports,  communications,  requests or notices  required by or permitted
under this  Agreement  to be in writing  and shall be deemed to be duly given on
the date same is hand  delivered,  or when sent  facsimile  copier with  receipt
confirmed,  or when  sent by an  internationally  recognized  overnight  courier
service, to the party concerned at the following address:

        If to Licensor: 3206 Candelaria N.E.
                        Albuquerque, New Mexico USA 87107
                        Attention: Ron Wilder, President
                        tel: (505) 884-0272
                        fax: (505) 881-7113


        If to Licensee: 1498 Sandpiper Circle
                        Weston, Florida 33327
                        Attention: Elan Sassoon, C.E.O.
                        tel: (561)999-8878
                        e-mail: elansass@yahoo.com

        Any party may change the address to which such notices and
communications shall be sent by written notice to the other parties, provided
that any notice of change of address shall be effective only upon receipt.

                                16. Integration.

        This License Agreement, together with the Agreement dated February 20,
2003 by and between Licensor and Licensee and the Confidentiality and
Non-Circumvention Agreement attached thereto, sets forth the entire agreement
and understanding between the parties relating in any way to the use of the
Technology, Licensed Marks, Licensed Process, Inventions and Licensed Products,
or to any other subject matter contained herein and merges all prior
discussions, arrangements and agreements between them.

                                17. Amendments.

        This Agreement may not be amended or modified except by written
instrument signed by each of the parties thereto.

                          18. Relationship of Parties.

        Nothing herein contained shall be construed to constitute the parties
hereto as partners or as joint venturers, or either as agent of the other.
Neither party hereto, by virtue hereof, shall have the right or authority to act
for or to bind the other in any way or to sign the name of the other or to
represent that the other is in any way responsible for the acts or omissions of
the other.

                              19. Interpretation.

This Licensing Agreement has been negotiated and drafted by both parties in the
English language and Licensee acknowledges that it has been reviewed by legal
counsel of its choice, and that use of the English language (including use of
the English language in any arbitration proceedings as set forth below) does
not prejudice Licensee's understanding of the terms and conditions contained
herein. The headings given to the paragraphs of this Agreement are for the
convenience of the parties only and are not to be used in any interpretation of
this Agreement.

                               20. Severability.

        In the event that any one or more provisions of this Agreement shall be
held invalid, illegal or unenforceable in any respect, the validity, legality or
enforceability of the remaining provisions contained herein shall not in any way
be affected or impaired thereby.

                                  21. Waiver.

        No failure or delay on the part of either party in exercising any power
or right under this Agreement shall operate as a waiver thereof, nor shall any
single or partial exercise of any such power or right to preclude any other or
further exercise thereof or the exercise of any other power or right. No waiver
by either party of any provision of this Agreement, or of any breach or default,
shall be effective unless in writing and signed by the party against whom such
waiver is to be enforced. All rights and remedies provided for herein shall be
cumulative and in addition to any other rights or remedies such parties may have
at law or in equity.

                       22. Arbitration and Governing Law.

                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 its 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 to the Agreement as Exhibit C.


        IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the date and year first above written.

TITAN TECHNOLOGIES INCORPORATED
(LICENSOR)


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


UNITED STATES RECYCLING, LLC
 (LICENSEE)

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

UNITED STATES RECYCLING, LLC
 (LINCENSEE)

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