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                                                                   Exhibit 10.10



                       IN THE UNITED STATES DISTRICT COURT
                      FOR THE NORTHERN DISTRICT OF GEORGIA
                                ATLANTA DIVISION

CHEMFREE CORPORATION,               )
                                    )
    Plaintiff,                      )     Civil Action
                                    )
    v.                              ) No. l 00-CV-l530-JOF
                                    )
JAMES C. McCLURE,                   )
                                    )
    Defendant                       )

                                  CONSENT ORDER

         WHEREAS the jury trial of the within case was scheduled to start Monday
July 12, 2004, and when the parties reported for the trial and before the
selection of the jury, the Court held a pretrial conference with the parties and
their counsel;

         WHEREAS during the pretrial conference, the parties reached a
settlement set forth below and entered as the Court's Order;

         WHEREAS the parties were hindered from preparing a consent order until
after August 18 because of the unavailability of a transcript of the pretrial
conference;

         WHEREAS the parties have been negotiating in good faith an Assignment
of Mr. McClure's interest in certain patents and patent applications in
accordance with Mr. McClure's obligation under the Employee Confidentiality
Agreement; and

         WHEREAS Mr. McClure executed an Assignment on September 2, 2004, which
Assignment has been acknowledged and accepted by Chemfree Corporation
("Chemfree");

         On consent of the parties, and for good cause shown, it is therefore
hereby ORDERED that:

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         Plaintiff releases all claims that Plaintiff asserted against Defendant
in the within case or that Plaintiff could have asserted against Defendant in
the within case,

         Defendant releases all claims that Defendant asserted against Plaintiff
in the within case or that Defendant could have asserted against Plaintiff in
the within case.

         Plaintiff will pay $500,000 to Defendant pursuant to the schedule set
forth below. Plaintiff will make the following payments on or before the
following dates to Defendant: $50,000 on September 3, 2004; $25,000 on October
2, 2004, and $25,000 on November 2, 2004. Plaintiff, starting August 2, 2005,
will pay Defendant $8,333.34 per month for 48 consecutive months.

         If Defendant dies before Plaintiff makes all of the required payments,
Plaintiff will make the remaining payments to Defendant's Estate.

         Plaintiff's payments required by this Consent Order are to be made by
checks made payable to James C. McClure and Gary Bunch, P.C. or to the Estate of
James C. McClure and Gary Bunch, P.C.

         Chemfree, by September 7, 2004, will dismiss with prejudice all claims
that it has asserted in the case pending in the Superior Court of Gwinnett
County, Georgia, styled JAMES C. MCCLURE, Plaintiff, v. ZYMO INTERNATIONAL,
INC., a Delaware Corporation, G. ROBERT WHITEMAN and CHEMFREE CORPORATION,
Defendants, and ZYMO INTERNATIONAL, INC., a Delaware Corporation, and CHEMFREE
CORPORATION, a Georgia Corporation, Plaintiffs in Counterclaim v. ENVIRO-TECH
ENVIRONMENTAL SERVICES, INC., Defendant in Counterclaim, Civil Action File
Number 99-A1969-5 ("Gwinnett County Case"). Chemfree releases all claims that
Chemfree

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asserted in the Gwinnett County Case or that it could have asserted in the
Gwinnett County Case.

         Mr. McClure, by September 7, 2004, will dismiss with prejudice all
claims that he asserted against Chemfree in the case, pending in the Superior
Court of Gwinnett County styled JAMES C. MCCLURE, Plaintiff, v. ZYMO
INTERNATIONAL, INC., a Delaware Corporation, G. ROBERT WHITEMAN and CHEMFREE
CORPORATION, Defendants, and ZYMO INTERNATIONAL, INC., a Delaware Corporation,
and CHEMFREE CORPORATION, Plaintiffs in Counterclaim v. ENVIRO-TECH
ENVIRONMENTAL SERVICES, INC., Defendant in Counterclaim Civil Action File Number
99A-1969-5 ("Gwinnett County Case"). Mr. McClure releases all claims that he
asserted against Chemfree in the Gwinnett County Case or that he could have
asserted against Chemfree in the Gwinnett County Case. Mr. McClure, by
dismissing and releasing claims against Chemfree in the Gwinnett County Case,
does not dismiss or release his claims against the other parties in the Gwinnett
County Case.

         The parties will bear their respective costs of litigation, including
attorney's fees, in the within case and the Gwinnett County Case.

         The parties agree to this Consent Order as evidenced by signatures of
counsel affixed hereto.

         SO ORDERED, this 10th day of September, 2004.


                                                    /s/ J. Owen Forrester
                                                    ----------------------------
                                                    J. Owen Forrester
                                                    Senior District Court Judge


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CONSENTED:

/s/ Larry A. Roberts
-------------------------------------------
Larry A. Roberts
KILPATRICK STOCKTON LLP
1100 Peachtree Street
Suite 2800
Atlanta, GA 30309
(404) 745-2409
Fax: (404)
COUNSEL FOR PLAINTIFF CHEMFREE CORPORATION

/s/ Gary Bunch
-------------------------------------------
Gary Bunch
GARY BUNCH PC
1718 Peachtree Street, N.W.
Suite 1085
Atlanta, Georgia 30309
(404) 815-0820
Fax:(404) 815-0790
COUNSEL FOR DEFENDANT JAMES C. McCLURE

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