EXHIBIT 10.1

                       LICENSE AND DISTRIBUTION AGREEMENT
                       ----------------------------------

This  agreement  dated  as  of  the  22nd  day  of  September,  2000

BETWEEN:

          THERMO  ENZYME  PRODUCTS  INC.,  a  company  formed  under the laws of
          British Columbia having an  address  at  8412 Armstrong Road, Langley,
          British Columbia  V1M 3P5

          (the  "Licensor")

AND:

          DURO ENZYME SOLUTIONS INC., a corporation formed under the laws of the
          State of Nevada  and  having an address at 50 West Liberty, Suite 880,
          Reno, Nevada 89501

          (the  "Licensee")

WHEREAS:

A.        The  Licensor  is  the  owner of all rights to, title to, and interest
in  certain  technology  (and  certain  patents,  trade secrets, application for
patents pending and registered trade names and has developed expertise and skill
pertaining  to  the  DuroZyme  process  and  plants  and  3SF Technology as more
particularly  described  in  Schedule  "A"  hereto  and  other and further areas
related thereto which are not specifically enumerated herein in respect of which
the  Licensor  has  conducted  research  and developed expertise and skills (all
hereinafter  collectively  referred  to  as  the  "Technology");

B.        Licensee and Licensor have agreed that Licensee shall conduct research
and  development in connection with the extension of the state of the art of the
Technology and the commercial exploitation of the Technology, Present Technology
and Developed Technology and shall be entitled to avail itself of the Technology
Present Technology and Developed Technology and of the know-how and expertise of
the  Licensor  for  such  purposes;

C.        The  Licensor  acquired  all  its property rights, interest and future
interest  in the technology herein from Dan Cumming, Rene Branconnier and Robert
Jackman  who,  together  as  Transferors therein, entered into a certain General
Conveyance  in  favour  of  the  Licensor  as  Transferee  therein.

NOW  THEREFORE  in  consideration  of  the premises and of the sum of $10.00 and
other  good  and  valuable  consideration  now  paid and given, (the receipt and
sufficiency of which are hereby acknowledged by the parties), the parties hereby
covenant  and  agree  each  with  the  other  as  follows:


<PAGE>
                                    ARTICLE I
                                   DEFINITIONS
                                   -----------

1.1  As  used  herein  the  following words shall have the following meaning:

     (a)  "Affiliate"  means  that term  defined  in the  Company  Act  (British
          Columbia);

     (b)  "Developed Technology" means all technical  information,  know-how and
          skills developed or to be developed by the Licensee as a result of the
          Licensee's  Research and Development Program in Canada or elsewhere in
          the world  whether or not such  technical  information,  know-how  and
          skills relate to the Present Technology;

     (c)  "Exclusive Territory" means all areas within the world;

     (d)  "know-how" means information including, without limitation,  invention
          records,   research  records  and  reports,   developments,   reports,
          experimental and other engineering  reports,  pilot equipment designs,
          quality control reports and specifications,  models,  tools and parts,
          manufacturing  and production  techniques,  processes,  methods or any
          other  information  relating  to or  concerning  the  Technology,  the
          Present  Technology  or  Developed   Technology  arising  out  of  the
          Licensee's Research and Development Program;

     (e)  "Licensee's  Research and Development  Program" means the research and
          development  in  respect of the  Technology,  Present  Technology  and
          Developed  Technology  to be  conducted  by the  Licensee in Canada or
          elsewhere in the world in which the Licensor has agreed to participate
          as may be more particularly set out pursuant to one or more agreements
          entered into by the Licensee, the Licensor and others; and

     (f)  "Present  Technology"  means all technical  information,  know-how and
          techniques  relating  to  those  items  set  forth  in  Recital  A  or
          otherwise, developed prior to the date hereof by the Licensor.

                                   ARTICLE II
                           GRANT OF EXCLUSIVE LICENSE
                           --------------------------

2.1  Licensor hereby grants to Licensee an exclusive  license (the "License") to
     use  the  Technology,  the  Present  Technology  and  Developed  Technology
     anywhere in the world for the term of this  Agreement  for the  purposes of
     conducting  research and  development in connection with those items stated
     in Recital B and on the terms and conditions herein set forth. The Licensor
     hereby  represents  and warrants to the Licensee  that the Licensor has the
     right to grant the license to use the Technology and Present Technology for
     the purposes and on the terms and conditions  set forth herein,  and hereby
     covenants and agrees to forthwith following the execution of this Agreement
     to take all  necessary  steps  and do all  things  to  obtain  a patent  or
     patents,  at the  Licensor's  discretion,  in respect of the  Technology or
     Present  Technology and to provide proof of the existence of such patent(s)
     to the  Licensee on request.  All costs in respect of  obtaining  patent(s)
     relating  to the Present  Technology  shall be borne by the  Licensee.  The
     Licensor shall retain all rights and ownership of said patents.


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2.2  In connection with the License  hereinbefore  granted and for no additional
     consideration  except as may be set out in other agreements  between one or
     more of the Licensor,  Licensee and other parties entered into of even date
     herewith or in the future the Licensor agrees to furnish Licensee with:

     (a)  complete   information  on  the  methods  of  and  apparatus  for  the
          Technology  and  Present  Technology   heretofore   developed  by  the
          Licensor;

     (b)  specifications  and  prints  or  drawings  in  the  possession  of the
          Licensor  for all  special  equipment  or  apparatus  employed  in the
          development of the Technology or Present Technology;

     (c)  technical  assistance  as  required  by the  Licensee  relating to the
          Technology or Present Technology heretofore developed by the Licensor;

     (d)  instructions  to personnel  of the Licensee as to technical  and other
          matters  required  in  connection  with the  Licensee's  Research  and
          Development Program; and

     (e)  without limiting the generality of the foregoing,  all of the know-how
          (as defined in Section 1.1(d) hereof).

                                   ARTICLE III
                          CONFIDENTIALITY AND OWNERSHIP
                          -----------------------------

3.1  The Licensor and  Licensee  acknowledge  and agree with each other that all
     information  connected with the Technology,  Present Technology,  Developed
     Technology,   and  research  and  development  projects  including  without
     limitation, all information, data, inventions,  discoveries,  improvements,
     modifications  or  developments  in any  manner  resulting  from  the  work
     performed by the Licensee pursuant to this Agreement, is confidential,  and
     the Licensee  and Licensor  covenant and agree with each other to use their
     best  efforts  to  ensure  that such  information  does not  become  public
     knowledge  and  undertake  not to  disclose  such  information  or any part
     thereof  to  any  other  person  except  to  their  respective   employees,
     consultants  and  subcontractors  and  the  employees  thereof  as  may  be
     necessary to carry out their respective  rights and obligations  under this
     Agreement,  and except to any party to a Research  Agreement which has been
     entered  into by the  Licensee  and in  respect  of which  the  information
     disclosed  relates to a research and development  project  pursuant to such
     Research  Agreement,  and except as may be  required  for their  respective
     financial reporting,  income tax or regulatory purposes. The Licensee shall
     upon request  from the  Licensor and at the cost of the Licensee  cause its
     employees,  consultants  and/or  subcontractors to testify on behalf of the
     Licensor  in  any  action  or  proceeding  relating  to  any  research  and
     development  project  and to do all  things  necessary  and  proper for the
     prosecution of any patent application and its maturity into a patent or for
     the  prosecution or defense of any patent issued.  The Licensee shall cause
     its employees,  consultants  and  subcontractors  to execute the Licensor's
     Proprietary Rights and Confidentiality  Agreement substantially in the form
     attached  hereto  as  Schedule  "B",  or in such form as the  Licensor  may
     require.


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                                   ARTICLE IV
                            EXCLUSIVE LICENSE TO USE
                            ------------------------

4.1  In addition to the grant  referred to in Section 2.1,  the Licensor  hereby
     grants to the  Licensee  the sole and  exclusive  rights and license in the
     Exclusive  Territory  for  the  term  of  this  Agreement  to use  all  the
     technology  developed by the Licensee or Licensor in connection with and to
     manufacture,  use, market and commercially exploit the Technology,  Present
     Technology,  and Developed  Technology.  Provided this Agreement remains in
     force,  during such time in force the Licensor  agrees not to  manufacture,
     use or market, directly or indirectly,  the Technology,  Present Technology
     or Developed Technology in the Exclusive Territory.

4.2  The Licensee shall have the right to use any trademark or trade name of the
     Licensor  employed by the Licensor in connection with  Technology,  Present
     Technology  or  Developed   Technology,   provided   that  the   Licensor's
     proprietary rights to such mark or name are shown as part thereof.

4.3  In consideration of the premises and other good and valuable consideration,
     the Licensor hereby grants to the Licensee a license  commensurate in scope
     to that provided for in Section 4.1 hereof, to manufacture,  use and market
     any and all  improvements  or inventions in or to the  Technology,  Present
     Technology or Developed Technology in the Exclusive Territory.

4.4  The Licensor hereby  acknowledges  that it is the intention of the Licensee
     to sublicense the rights and licenses  granted to the Licensee  pursuant to
     Sections 4.1, 4.2 and 4.3 to a one or more third parties (each  hereinafter
     referred to as a "Sublicensee")  and the Licensor hereby consents,  without
     further notice,  agreement or action, to such sublicensing and such further
     sublicensing by the Sublicensee to a party (hereinafter  referred to as the
     "Sub-sublicensee)  as  may be  necessary  for  the  proper  conduct  of the
     business of the Licensee and Sublicensee.

4.5  The Licensor hereby  undertakes and agrees that it shall, at the request of
     the Licensee,  cause the Licensee,  and any Sublicensee or Sub-sublicensee,
     to be  registered  as a registered  user of any and all  trademarks,  trade
     names and patents comprising or utilized in connection with the Technology,
     Present Technology,  or Developed  Technology,  PROVIDED THAT the Licensee,
     and  Sublicensee or  Sub-sublicensee  shall show as part of the use thereof
     the Licensor's proprietary rights to such trademark,  trade name or patent.
     The cost of any and all such  registrations  as  registered  user  shall be
     borne by the Licensee.

                                    ARTICLE V
                         DEVELOPED TECHNOLOGY - PATENTS
                         ------------------------------


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<PAGE>
5.1  The parties  acknowledge  and agree that Developed  Technology and know-how
     relating  thereto will arise from the research and development  programs of
     the Licensee  carried on pursuant to the grant contained in Section 2.1 and
     further  acknowledge and agree that it is in their respective best interest
     to ensure that patents are obtained in respect of the Developed  Technology
     as soon as  practicable  within the  discretion of the Licensee  during the
     course of development of the Developed Technology and that as the Developed
     Technology or any part of it reaches a stage of development appropriate for
     application for a patent relating thereto,  the Licensee shall transfer all
     right,  title and interest in such Developed  Technology to the Licensor in
     accordance  with this paragraph and the Licensee shall continue to have the
     exclusive rights to utilize such Developed Technology and know-how relating
     thereto  pursuant to this  Agreement and the grant set forth in Section 2.1
     and Section 4.1 hereto.

5.2  Following  the  transfer  referred  to in Section  5.1 each of the  parties
     hereto shall on two weeks  advance  notice make  available  for  inspection
     during normal  business  hours by the other party all of its laboratory and
     production  facilities relating to the Developed Technology and to instruct
     the other party with respect to all  techniques  and  know-how  relating to
     same.  The parties  agree to keep  confidential  and not to disclose to any
     unlicensed party and confidential  information.  The party making a request
     for the information shall bear all of the costs of preparation by the other
     party of all  drawings,  specifications  or other data not in possession of
     the party requesting the same.

5.3  Following  the  transfer  referred  to in Section  5.1 the  Licensor  shall
     promptly  apply for  patents in the name of the  Licensor in Canada and the
     United  States  and  elsewhere  as is deemed  appropriate  to  protect  the
     Licensee's  rights to  exclusive  use as set out herein with respect to the
     Developed Technology and the know-how relating thereto all at the sole cost
     and expense of the Licensee.  In consideration  therefor the Licensee shall
     immediately  advise the Licensor of any patentable  matter or thing arising
     or occurring  during the development of the Developed  Technology and shall
     provide the  Licensor  with  drawings,  reports,  models,  plans,  designs,
     prototypes,  drawings and  documentation of every kind relating thereto all
     at the sole cost and expense of the Licensee.

                                   ARTICLE VI
                            TERMINATION AND OWNERSHIP
                            -------------------------

6.1  Upon the occurrence of any of the following  events,  this Agreement  shall
     terminate in part, at the option of the Licensee:

     (a)  The dissolution or the liquidation of the assets of any of the parties
          comprising the Licensor,  or the filing of a petition in bankruptcy or
          insolvency, or for an arrangement or reorganization by, for or against
          any of the parties  comprising  the Licensor or the  appointment  of a
          receiver or a trustee  for all or a portion of the  property of any of
          the  parties  comprising  the  Licensor  makes an  assignment  for the
          benefit of its creditors or any act for or in bankruptcy;

     (b)  The  assets  or  interest  in  this  Agreement  of any of the  parties
          comprising  the  Licensor  being seized by a creditor and the same not
          being released from seizure or bonded out within 30 days from the date
          of notice of such seizure;


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     (c)  If any of the parties comprising the Licensor (as the case may in this
          section 6.1,  the  "Defaulting  Party")  fails to perform any material
          obligation  under this  Agreement  and such  failure  continues  for a
          period of 30 days  after  receipt  by the  Defaulting  Party of notice
          thereof from the other party specifying such failure.

PROVIDED  HOWEVER  that  in  the event that the Licensor exercises its option to
terminate as set out hereinbefore then and in that event the Licensor undertakes
and  agrees  that such termination shall not affect in any manner whatsoever the
rights  of  any  Sublicensee  or  Sub-sublicensee  as  defined  hereinbefore and
existing  as  at  the  date  of  such  termination  and  such  Sublicensee  or
Sub-sublicensee  shall  continue  to  be  able  to manufacture, use, market, and
commercially exploit the Technology, Present Technology and Developed Technology
pursuant  to  the terms of any sublicense or sub-sublicense agreement as if this
Agreement was still in full force and effect and no termination pursuant to this
Section  had  occurred.

6.2  Upon the  occurrence of any of the following  events this  Agreement  shall
     terminate in part at the option of the Licensor:

     (a)  The dissolution or the liquidation of the assets of any of the parties
          comprising the Licensee,  or the filing of a petition in bankruptcy or
          insolvency, or for an arrangement or reorganization by, for or against
          any of the parties  comprising  the Licensee or the  appointment  of a
          receiver or a trustee  for all or a portion of the  property of any of
          the  parties  comprising  the  Licensee  or  if  any  of  the  parties
          comprising  the Licensee  makes an  assignment  for the benefit of its
          creditors or any act for or in bankruptcy;

     (b)  The  assets  or  interest  in  this  Agreement  of any of the  parties
          comprising  the  Licensee  being seized by a creditor and the same not
          being released from seizure or bonded out within 30 days from the date
          of notice of such seizure;

     (c)  The corporate existence of the Licensee being terminated;

     (d)  If  the  Licensee  (as  the  case  may be in  this  section  6.2,  the
          "Defaulting  Party")  fails to perform any material  obligation  under
          this Agreement or under the Promissory Note, defined in section 8.3 of
          this  Agreement,  and such failure  continues  for a period of 30 days
          after receipt by the Defaulting Party of notice thereof from the other
          party specifying such failure.

PROVIDED  HOWEVER  that  the  Licensor  hereby  undertakes  and  agrees that the
exercise  of  its  option  to terminate this Agreement shall operate solely as a
termination  of  the  rights  of the Licensee under this Agreement and shall not
affect  the  rights  of  any  Sublicensee  or  Sub-sublicensee,  as  defined
hereinbefore,  in  any  fashion  whatsoever  and for the better securing of this
undertaking  the  parties  hereto  undertake  and agree that in the event of the
exercise of the option to terminate as set out hereinbefore, the interest of the
Licensee  in  any sublicense agreement shall be deemed to have been assigned, on
the  day  prior  to the exercise of such option by the Licensor, to the Licensor
and  the  Licensor  shall  be  bound  by  all  the  terms and conditions of such
sublicense  agreements as if the Licensor were the Sublicensor named therein and
this  Agreement  shall  continue  in  full force and effect.  No further action,
agreement  or consent shall be required from the Licensee to give effect to such
assignment  as  set  out  hereinbefore.


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6.3  All legal,  beneficial and proprietary rights, title and interest in and to
     the  Technology,  Present  Technology  and  Developed  Technology  and  any
     research  and  development  and all interim  versions or  development  work
     pertaining thereto, whether patentable or not including all information and
     documentation relating thereto (collectively,  the "Rights"),  shall be the
     sole  property of the  Licensor  PROVIDED  HOWEVER that the Rights shall be
     limited  to  that  portion  of  the  research  and   development   and  all
     improvements  thereto,  if any,  developed up to and  including the date of
     termination.

6.4  The  Licensee  except as set out  hereinbefore  shall at its  expense do or
     cause to be done, all things  necessary to enable the Licensor to register,
     file,  prosecute,  maintain  and protect  trade  secrets,  copyrights,  and
     applications  for patents and the patents issuing  thereon,  and to protect
     the full ownership and right, title and interest in and to all the Rights.

6.5  The  Licensor's   ownership  of  the  Rights  shall  not  be  construed  as
     restricting or affecting the use or ownership by the Licensee of:

     (a)  basic knowledge or technology used in any research or development; or

     (b)  the  intellectual  property of the  Licensee  used in the research and
          development.

6.6  Termination of the rights of the Licensee  pursuant to this Agreement shall
     not  release  the  Licensee  from  its   obligation  to  provide   complete
     information to the Licensor  concerning  all Sublicense and  Sub-sublicense
     agreements prior to the effective date of such termination.  The rights and
     obligations  of the Licensee  under Section 3.1 and this Article VI of this
     Agreement shall survive any such termination,  except as expressly provided
     herein.

                                   ARTICLE VII
                        TRADEMARK AND PATENT INFRINGEMENT
                        ---------------------------------

7.1  In the  event  that any or all of the  trademarks,  trade  names,  patents,
     patents  pending  or trade  secrets  forming a part of the  Technology  and
     Present  Technology  or  which  form a part  of or may  form a part  of the
     Developed Technology or know-how  (hereinafter  referred to as the "Patents
     and  Trademarks")  becomes the subject of  litigation  the Licensor  hereby
     undertakes and agrees that it shall, at the cost of the Licensee, prosecute
     and/or defend such  litigation,  as the case may be, to the fullest  extent
     possible  including,  but not limited to, all appeals possible in the event
     of such litigation resulting in a decision which results in the prohibition
     of  the  use  of  the  Patents  and  Trademarks  by  the  Licensee,  or any
     Sublicensee or Sub-sublicensee.

7.2  The Licensee shall have the right during the  continuance of this Agreement
     and subject to due compliance  with the provisions of this Agreement and to
     the execution of such further documents  relating to the use of Trade Marks
     as the Licensor may reasonably  request,  to use the Licensor's Trade Marks
     in marketing the  Technology  within the  Designated  Territory and for the
     purpose of describing itself as an official licensee of the Licensor and as
     authorized to utilize the Technology.


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7.3  The Licensee agrees:

     (a)  to comply  with all  reasonable  instructions  issued by the  Licensor
          relating  to the form and manner in which the  Licensor's  Trade Marks
          shall be used and to  discontinue  immediately  upon  notice  from the
          Licensor  any  practice  relating to the use of the  Licensor's  Trade
          Marks which in the Licensor's  opinion would or might adversely affect
          the  rights or  interests  of the  Licensor  or any  Affiliate  of the
          Licensor; and

     (b)  not to contest the title of the Licensor (or any Affiliate  company or
          any  person  from  whom  the  Licensor  obtained  its  rights  to  the
          Technology) to any Trade Marks,  trade names,  copyrights,  patents or
          any other form of proprietary  right in connection with the Technology
          not to effect any registrations thereof, and not to take any action to
          the detriment of their respective interests therein; and

     (c)  for greater certainty,  that as between the Licensee and the Licensor,
          except with respect to the  terminable  licensed use of the Technology
          under this Agreement,  the Licensor retains the exclusive ownership of
          all right, title,  benefit and interest in and to the Technology,  and
          each and every improvement,  enhancement, development of configuration
          thereto or thereof,  each and every new, variant or other  application
          thereof  and all other  rights,  benefits  and  interests  whatsoever,
          whether in rem or personal, of every description or kind,  whensoever,
          howsoever or wheresoever derived or arising,  attributable or relative
          thereto.

7.4  The Licensee  shall  promptly  disclose to the Licensor for its ongoing use
     and the use of its licensees, all particulars of any improvement or further
     invention  applicable to any of the Technology  which is made or discovered
     by the Licensee or any of its  employees  or agents,  or which comes to the
     Licensee's  knowledge  (whether or not the same be patented or patentable).
     The Licensor shall disclose any  Improvements,  when made or developed from
     time to time hereafter,  to the Licensee for its ongoing use and the use of
     its  permitted  licensees,  if any.  For the  purposes  of this  paragraph,
     "Improvements"  means any and all improvements,  enhancements,  changes and
     modifications  discovered  or  made  by the  Licensor  to  the  Technology,
     patents, know-how and related materials and documentation and only as these
     Improvements relate to the patents referred to in Recital A herein and only
     in regard to the  applications of the Technology  specifically  licensed to
     the Licensee pursuant to this Agreement.

7.5  All future  improvements,  changes or developments to or in the Technology,
     whether such improvements,  changes or developments are designed or created
     by the  Licensor or the  Licensee or its  employees  or agents shall be the
     sole and exclusive property of the Licensor.  Any improvements,  changes or
     developments relating to the Technology, which may be designed or developed
     by the Licensee or its  employees or agents,  shall not be employed  and/or
     used  by the  Licensee  or its  permitted  assigns  without  prior  written
     approval thereto by the Licensor's  designated engineers or other nominees.
     The Licensee shall promptly  provide to the Licensor  written notice of all
     such proposed improvements,  changes or developments immediately upon their
     design or development.


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7.6  The Licensor and the  Licensee  acknowledge  and agree with each other that
     all information connected with the Technology including without limitation,
     all  information,  (whether  or  not  it is in  the  public  domain)  data,
     inventions,   discoveries,   improvements,   modifications,   developments,
     technical manuals,  or process-flow  manuals and data is confidential,  and
     the  Licensee  and the  Licensor  covenant and agree with each other to use
     their best efforts to ensure that such  information  does not become public
     knowledge  and  undertake  not to  disclose  such  information  or any part
     thereof  to any  other  person  except  to  their  respective  consultants,
     sub-contractors  and  employees  as may be  necessary  to carry  out  their
     respective rights and obligations  under this Agreement,  and except as may
     be  required  for  their  respective  financial  reporting,  income  tax or
     regulatory purposes. The Licensee shall, upon request from the Licensor and
     at the cost of the Licensor,  use the Licensee's  best efforts to cause the
     Licensee's  employees  and  sub-contractors  to  testify  on  behalf of the
     Licensor in any action or  proceeding  relating to the  prosecution  of any
     patent application and its maturity into a patent or for the prosecution or
     defence of any patent issued.  The Licensee  hereby  further  covenants and
     agrees with the Licensor that the Licensee shall require each and every one
     of its directors,  officer, employees,  consultants, or sub-contractors who
     are  provided  with any  information  in  respect of the  operation  of the
     Technology or related knowledge to sign confidentiality agreements with the
     Licensee  and the  Licensor  which  shall  be in a form  acceptable  to the
     Licensor.

7.7  This  Agreement  shall not be void or terminated by reason only that all or
     any of the trade marks,  trade names,  patents,  or trade secrets forming a
     part of the Technology or related know-how are found to be unenforceable or
     invalid, provided that if any such litigation results in the prohibition of
     the use of the Technology by the Licensee  within the Designated  Territory
     then this Agreement  shall  terminate,  provided that in no event shall the
     Licensor be liable for any economic loss or loss of profits suffered by the
     Licensee or by anyone claiming against or through the Licensee.

7.8  The Licensee  shall not during the term of this  Agreement and for a period
     of five (5) years after its rights to use all or any part of the Technology
     terminate  either alone or in partnership or jointly or in conjunction with
     any person or persons, including without limitation, any individual,  firm,
     association,  syndicate, company, corporation or other business enterprise,
     as principal, agent, shareholder, or in any other manner whatsoever,  carry
     on or be engaged in or  concerned  with or  interested  in or advise,  lend
     money to,  guarantee the debts or  obligations  of or permit its name to be
     used or employed by any person or persons,  including  without  limitation,
     any individual, firm, association, syndicate, company, corporation or other
     business  enterprise,  engaged in or  concerned  with or  interested  in an
     operation or undertaking  which is in any way competitive with the business
     of the Licensor as it relates to the Technology without having obtained the
     express  written  consent  of  the  Licensor.   The  Licensee  specifically
     acknowledges  the geographical  restriction  contained herein is reasonable
     and necessary due to the nature of the Licensor's Technology.


                                      - 9 -
<PAGE>
7.9  Subject to the terms of Section 7.10,  the Licensor shall defend or settle,
     at its own expense, any claim, demand, proceeding or action made or brought
     against the Licensee to the extent that the claim,  demand,  proceeding  or
     action  is  based  on a  claim  relating  to the  Licensor's  ownership  or
     authority to license the Technology or any part thereof to the Licensee, or
     that the manufacture,  license, operation or use of the Technology provided
     by the  Licensor  pursuant to this  Agreement  infringes  on any  Canadian,
     United  States or other patent  rights,  copyrights,  trade mark or service
     mark rights,  or other  intellectual  or industrial  proprietary  rights or
     constitutes  a   misappropriation   of  a  trade  secret  or   confidential
     information  or a disclosure  of a trade secret or breach of  confidence of
     others.

7.10 The defence, settlements and payments referred to in Section 7.9 herein are
     expressly conditioned on the following:

     (a)  that the  Licensor is notified  promptly in writing by the Licensee of
          any such claim, demand or action;

     (b)  that the Licensor is granted in writing sole control of the defence of
          any such  claim,  demand  or  action  and of all  negotiation  for its
          settlement, or

     (c)  that  Licensee  cooperates  with the Licensor in a  reasonable  way to
          facilitate the  settlement or defence of the claim,  demand or action;
          and

     (d)  that the claim does not arise from modifications to the Technology not
          authorized  in writing by the Licensor or from the use or  combination
          of products  provided by the Licensor with items  provided by Licensee
          or others or from any other action by the Licensee not  authorized  by
          the Licensor.

                                  ARTICLE VIII
                                    PAYMENTS
                                    --------

8.1  The following terms have the following meanings:

     (a)  "Appointment  Fee" means the sum of Two Million Five Hundred  Thousand
          US Dollars (US$2,500,000);

     (b)  "Collective Technologies" means the Technology, the Present Technology
          and Developed Technology, collectively;

     (c)  "Effective Date of this  Agreement"  means the date first appearing on
          page one hereof;

     (d)  "End Products" means any commercially  valuable  products created from
          any application of any of the Collective Technologies;


                                      - 10 -
<PAGE>
     (e)  "Gross Revenue" means all revenue  received or accrued by the Licensee
          or any other party deriving its rights,  directly or indirectly,  from
          or through the Licensee from any source earned from the application of
          any  portion  of  the  Collective  Technologies   including,   without
          limitation,  revenues from front-end charges,  revenues from the sale,
          construction,   rent,  lease,  processing  charges  or  other  use  of
          engineering,  technology,  facilities  and from any  other  use of the
          Collectively  Technologies  or portion  thereof  within the  Exclusive
          Territory,  and  from  the  sale of End  Products  produced  from  the
          application of any of the Collective Technologies within the Exclusive
          Territory,  including  the value of all End  Products  produced by the
          Licensee or all of the users  authorized by the Licensee or other such
          parties deriving rights as aforesaid  within the Exclusive  Territory,
          but shall not include customer  refunds,  adjustments,  sales taxes or
          other taxes  collected from customers of End Products for  transmittal
          to the appropriate taxing authority;

     (f)  "Laws"  means  all  applicable  laws,  regulations,   by-laws,  codes,
          orders-in-council,   or   other   governmental   provisions,   however
          designated, whether federal, provincial, state, regional or local, and
          whether legislative,  judicial or administrative in origin,  including
          without   limitation  all   requirements   and   conditions,   however
          designated,  under all permits or certificates of approval  applicable
          at any time to a Plant. The term "Laws" is also deemed to included all
          relevant  codes,  standards,  guidelines and criteria of  professional
          engineering  societies,  institutes or associations  applicable to any
          part of a Plant as well as those of  underwriters  and fire prevention
          bodies;

     (g)  "Gross  Revenue  Royalty"  means a royalty  equal to TWO AND  ONE-HALF
          PERCENT (2.5%) of Gross Revenue;

     (h)  "Plant" means a plant (and "Plants"  means all such plants)  employing
          of one or more elements of the Collective Technologies; and

     (i)  "Trade Marks" includes DuroZyme Plant(TM),  3SF Technology(TM) and all
          other  insignia,  labels,  slogans and other  identification  schemes,
          trade marks, service marks, trade names, industrial design, copyrights
          and  applications  therefor that may be owned now or hereafter or used
          from time to time by the Licensor in  association  with any portion of
          the Collective Technologies.

8.2  The  Licensor  shall have the  right,  but not the  obligation,  at its own
     expense,  to  supervise  or  inspect  the  operation  of any  Plant  in the
     Exclusive   Territory   so  as  to  ensure  that  all  of  the   Licensor's
     specifications and standards have been met.

8.3  The Licensee will,  upon execution of this  Agreement,  pay the Appointment
     Fee to the Licensor in cash,  or at the  discretion  of the  Licensor,  the
     Licensor  may  elect to  accept  therefor  a demand  promissory  note  (the
     "Promissory  Note") made  jointly and  severally  by the  Licensee  and its
     parent  corporation,  Duro Enzyme Products Inc., for the full amount of the
     Appointment  Fee,  together  with  interest as may be agreed and set out in
     such  Promissory  Note.  The  Appointment  Fee is in  addition to the Gross
     Revenue Royalty.


                                     - 11 -
<PAGE>
8.4  As  further  consideration  for the  license  rights  hereby  granted,  the
     Licensee  shall pay to the Licensor the Gross  Revenue  Royalty.  The Gross
     Revenue  Royalty shall be paid to the Licensor on a quarterly  basis within
     thirty (30) days of the completion of each fiscal quarter of the Licensee.

8.5  The Licensee shall provide to the Licensor audited financial statements and
     other documentation disclosing the amount of Gross Revenues from the use of
     the  Collective   Technologies  and  the  Plants.   The  audited  financial
     statements  and other  documentation  shall be  delivered  to the  Licensor
     within one hundred and twenty (120) days of the Licensee's fiscal year end.
     The Licensee shall grant,  and does hereby grant, to the Licensor the right
     to have its duly authorized  representatives  attend at the premises of the
     Licensee  during normal  working hours to examine all financial  records of
     the Licensee for the purpose of verification of the Gross Revenues,  as and
     when the Licensor  advises the Licensee in writing of its intention to seek
     such access.  The Licensor shall deliver to the Licensee  written notice of
     its desire to review the  Licensee's  financial  records  relating  to this
     Agreement,  which written notice shall be delivered to the Licensee no less
     than  three  (3)  business  days  prior to the date of such  review  by the
     Licensor,  which  review  shall be at the expense of the  Licensor  and the
     Licensor  shall  only have the  right to  conduct  such a review  two times
     during any twelve (12) month period.

8.6  The parties  hereto  agree that within  thirty  (30)  business  days of the
     delivery  of  the  audited   financial   statements   and  other   relevant
     documentation,  the parties  shall,  if required,  adjust the amount of the
     royalty  payments  paid by the Licensee to the Company  pursuant to Section
     8.4 herein.  If the Licensee has overpaid the Licensor,  the Licensor shall
     credit against future payments or, at the Licensor's option,  reimburse the
     Licensee within thirty (30) days of receipt of notice of such  overpayment.
     If the Licensee has  underpaid  the  Licensor,  the Licensee  shall pay the
     Licensor the amount of such underpayment within thirty (30) days of receipt
     of notice of such underpayment.

8.7  All sums payable by the Licensee to the Licensor hereunder shall:

     (a)  be paid when due hereunder  without prior demand  therefor and without
          any set-off, compensation or deduction by the Licensee whatsoever; and

     (b)  if not paid when due,  bear interest at a rate equal to the prime rate
          of interest  charged by Royal Bank of Canada,  Vancouver  Main Branch,
          plus six percent  (6%) per annum,  all without  prejudice to any other
          right or remedy of the Licensor.

                                   ARTICLE IX
                                     GENERAL
                                     -------

9.1  This  Agreement  shall not be  assignable by either party without the prior
     written  consent of the other party,  such  consent not to be  unreasonably
     withheld.

9.2  This Agreement may be executed in any number of counterparts, each of which
     shall  be  deemed  to be an  original,  but  all of  which  together  shall
     constitute one and the same document.


                                     - 12 -
<PAGE>
9.3  This  Agreement  shall  ensure to the  benefit of and be  binding  upon the
     parties hereto and their respective successors and permitted assigns.

9.4  Each of the parties  shall  execute  such further and other  documents  and
     instruments  and do such other things as may be necessary to implement  and
     carry out the intent of this Agreement.

9.5  This  Agreement  shall be governed by and construed in accordance  with the
     laws of the Province of British  Columbia,  excluding  its laws  concerning
     conflicts of laws,  which shall be deemed to be the proper law hereof.  The
     Courts of British  Columbia  shall  have  jurisdiction  (but not  exclusive
     jurisdiction)  to entertain and determine all disputes and claims,  whether
     for specific performance,  injunction,  declaration, or otherwise howsoever
     both at law and in equity,  breach,  or alleged,  threatened or anticipated
     breach of this Agreement and shall have  jurisdiction to hear and determine
     all questions as to the validity, existence or enforceability thereof.

9.6  This  Agreement  may not be modified or amended  except by an instrument in
     writing signed by the parties hereto or by their successors or assigns.

9.7  No condoning, excusing or waiver by any party hereto of any default, breach
     or non-observance by any other party hereto at any time or times in respect
     of any covenant,  proviso or condition  herein contained shall operate as a
     waiver of that party's  rights  hereunder in respect of any  continuing  or
     subsequent default, breach or non-observance,  or so as to defeat or affect
     in any way the rights of that party in  respect of any such  continuing  or
     subsequent  default,  breach  or  non-observance,  and no  waiver  shall be
     inferred  from or  implied  by  anything  done or omitted to be done by the
     party having those rights.

9.8  All notices,  demands and payments (the "notice")  required or permitted to
     be given  hereunder  shall be in writing and may be  delivered  personally,
     sent by  telegram  or telex or may be  forwarded  by  first  class  prepaid
     registered mail to the addresses set forth herein:

     If  to  the  Licensor:

          To  the  address  shown  on  page  1  of  this  Agreement

     If  to  the  Licensee:

          To  the  address  shown  on  page  1  of  this  Agreement

     Any notice  delivered or sent by telegraph or telex shall be deemed to have
     been given and  received  at the time of  delivery.  Any  notice  mailed as
     aforesaid shall be deemed to have been given and received on the expiration
     of 48 hours after it is posted as addressed  above or at such other address
     or addresses as may from time to time be notified in writing by the parties
     hereto  provided  that if there shall be a mail  strike,  slowdown or other
     labor  dispute which might affect the delivery of such notice by the mails,
     then such notice shall only be effective if actually delivered.


                                     - 13 -
<PAGE>
9.9  All  references  to any  party to this  Agreement  shall be read  with such
     changes in number  and gender as the  context  hereof or  reference  to the
     parties hereto may require.

9.10 Should any part of this  Agreement  be  declared  or held  invalid  for any
     reason,  such  invalidity  shall not affect the  validity of the  remainder
     which  shall  continue  in force and  effect  and be  construed  as if this
     Agreement  had been executed  without the invalid  portion and it is hereby
     declared the intention of the parties hereto that this Agreement would have
     been executed  without  reference to any portion which may, for any reason,
     be hereafter declared or held invalid.

9.11 Any and all agreements, undertakings, covenants and promises set out herein
     to be performed by the Licensor shall be joint and several  between all the
     parties comprising the Licensor.

9.12 Each party confirms and agrees that it has been duly advised (and fully and
     fairly  informed  with respect to such matters) to obtain all necessary and
     independent  legal,  accounting,  taxation,  financial and other applicable
     professional advice and counsel prior to entering to this Agreement and the
     transactions  referenced  herein.  Each such party has either  obtained all
     such advice and counsel or has determined to its own  satisfaction,  having
     been  fully  and  fairly  informed  therein,  not to seek such  advice  and
     counsel.

9.13 If any dispute,  difference of opinion or question  shall arise between the
     parties or any of their legal representatives  concerning the construction,
     meaning  or  effect  of this  Agreement,  or  anything  in  this  Agreement
     contained,  or the rights of the parties in this Agreement,  the resolution
     of such dispute, difference, or question shall be governed by the following
     terms and conditions:

     (a)  every such  dispute,  difference  or  question  shall be referred to a
          single arbitrator, if the parties or their legal representatives agree
          on one,  but if  within  five (5)  days  after a party  serves  notice
          requiring an  arbitration,  the parties cannot agree on an arbitrator,
          then the  arbitrator  shall be  appointed  by a Justice of the Supreme
          Court of  British  Columbia  on the  application  of any  party to the
          dispute on notice to the other(s).  The  arbitrator  shall conduct the
          arbitration  under the Commercial  Arbitration Act (British  Columbia)
          and every  award or  determination  shall be binding  on the  parties,
          their heirs, legal personal  representatives,  successors and assigns,
          and shall be a condition  precedent  to any action in law or in equity
          relating to this Agreement other than one to compel  arbitration under
          this Agreement;

     (b)  in any such dispute,  difference or question,  the arbitrator shall be
          allowed  unfettered and unlimited  discretion to determine in each and
          every case the solution which best balances the competing interests of
          the  parties  to the  arbitration  and shall not be bound by any legal
          precedent in such determination; and

     (c)  the arbitrator  shall not be bound by the provisions of the Commercial
          Arbitration Act (British  Columbia) in respect of fees. The arbitrator
          shall be entitled  to award all or part of the fees  against any party
          in  accordance  with the  principles  which  govern  an award of costs
          against  a  non-successful  party in a  contested  matter  before  the
          Supreme Court of British Columbia.  In the absence of such an award by
          the arbitrator,  the arbitrator's  costs shall be borne equally by the
          parties without regard to their involvement in the arbitration.


                                     - 14 -
<PAGE>
9.14 If the parties shall fail to meet their  respective  obligations  hereunder
     within the time prescribed,  and such failure shall be caused or materially
     contributed  to by force  majeure (and for the purposes of this  Agreement,
     force  majeure  shall  mean  any  act of God,  strike,  lock-out  or  other
     industrial  disturbance,  sabotage,  or  blockades,  insurrections,  riots,
     epidemics, lightning, earthquakes, floods, storms, fires, washouts, nuclear
     and  radiation  activity or fallout,  arrests and  restraints  of rules and
     people, civil disturbances, explosion, breakage or accident to machinery or
     stoppage thereof for necessary maintenance or repairs,  inability to obtain
     labour, materials or equipment, any legislative, administrative or judicial
     action which has been resisted in good faith by all reasonable  means,  any
     act,  omission or event whether of the kind herein  enumerated or otherwise
     not within the  control of such  party,  and which by the  exercise  of due
     diligence  such party  could not have  prevented,  but lack of funds on the
     part of such  party or parties  shall be deemed not to be a force  majeure)
     such failure shall be deemed not to be a breach of the  obligations of such
     party but such party shall use best  efforts to put itself in a position to
     carry  out its  obligations  hereunder  and the  time  for  performance  of
     obligations  hereunder  shall be  extended  for the length of time that the
     force majeure shall have continued.

IN  WITNESS  WHEREOF  the  parties  hereto have duly executed and delivered this
Agreement.

THERMO  ENZYME  PRODUCTS  INC.
by  its

/S/  Rene J.  Branconnier
-------------------------
Authorized  Signatory

DURO  ENZYME  SOLUTIONS  INC.  by
its

/S/  Rowland  Wallenius
-----------------------
Authorized  Signatory


                                     - 15 -
<PAGE>
                                  SCHEDULE "A"

                SUMMARY OF PARTICULARS CONCERNING DUROZYME PLANTS
                               AND 3SF TECHNOLOGY

The  3SF  Technology  embodies the Licensor's DuroZyme Process, a unique process
with  the  following  key  features:

-    Selective,  aerobic,  high temperature (50-90C) microbial culturing process
     applicable to any scale

-    Odour free

-    Continuous   process   wherein   culture  media  overflows  from  the  last
     fermentation  vessel,  connected in series, as raw material is added to the
     first

-    Rapid throughput of as little as 18 hours

-    Selectively  carried  out as, but not limited  to, a 3-stage  process:  any
     number of fermentation vessels can be connected in series

-    Input raw organic  materials  derive from specific  sources to ensue a pure
     food supply for the microorganisms being cultured

-    Input of specific raw organic materials leads to selection of specific high
     temperature  microorganisms  - from the mixed  number that are in or on the
     raw  materials  themselves  - that  favour the  specific  inputted  organic
     materials as food sources

-    In utilizing  the specific  input raw organic  materials as food,  specific
     enzymes are produced

-    Enzyme  products  are  stable  to  prevailing  culturing  conditions,   and
     especially to high temperatures (50-90C)

-    Specific  enzymes  produced are  recovered  from the  fermented end product
     first by  separation  of solids from liquid,  then recovery of enzymes from
     the liquid fraction

-    The bulk solids  recovered  from the fermented  organic  material,  rich in
     macro-  and  micronutrients,   specific  enzymes  and  microorganisms,  are
     produced  for a range  of  applications  including  as  growth  enhancement
     agents, feed and fertilizer products, in liquid or dried form.

-    Specific  enzymes  produced and recoverable  include but are not limited to
     those that breakdown protein,  starch, pectin,  cellulose,  fiber, fats and
     lipids; the full range of different known enzyme types can be produced

-    100% Natural process and products - no chemical additives used


                                     - 16 -
<PAGE>
The  3SF  Technology  and  DuroZyme  Process  are  delivered  by way of compact,
environmentally  friendly  plants.  These  plants  contain  the range of systems
needed to facilitate culture of thermophiles and production of enzymes therefrom
by  providing  an  environment  that  is  optimized for their growth/production,
including:

-    Raw material receiving and handling systems

-    Hyropulpers for raw material slurry production

-    Pumping systems for material transit/transport

-    Air handling and scrubbing systems

-    Fermenters connected in series, equipped with mixers and aerators

-    Heating  systems  for  heating to and  maintenance  of  culture  media at a
     minimum 65C

-    Concentrators/evaporators  for water  removal  from  slurried  raw material
     and/or the fermented end product

-    Condensers for recovery of water and volatiles

-    Water purification equipment

-    Centrifuge  or  filtration  systems,  including  but not limited to micro-,
     ultra- and nanofiltration equipment, for solids-liquid separation

-    Enzyme  recovery  and  purification  systems  including  but not limited to
     chromatography, isoelectric focusing, and phase partition equipment

-    Conventional  forced  hot  air  drying  and  freeze-drying   equipment  for
     production of dried end products

-    Packaging and bulk handling systems for packaging of end products

-    Loading dock and end product storage systems

-    Process monitoring equipment and control systems


                                     - 17 -
<PAGE>
                                  SCHEDULE "B"

                PROPRIETARY RIGHTS AND CONFIDENTIALITY AGREEMENT

I,  ___________________________________, the undersigned, hereby acknowledge and
agree  that:

1.   I will be working  areas of research and  development  the details of which
     will be critical to the sources of future  commercial  exploitation  of the
     processes,   products  or  developments  arising  from  such  research  and
     development;

2.   All information  connected with the conduct of the research and development
     including  without   limitation,   all  information,   date,   inventories,
     discoveries,  improvements,  modifications  or  developments  in any manner
     resulting  from the  research  and  development  work  performed  by myself
     (hereinafter  collectively  referred  to as  the  "Research")  is  strictly
     confidential  and proprietary and shall not be revealed or disclosed to any
     other person except authorized employees, consultants and subcontractors of
     Thermo  Enzyme  Products  Inc.  or Duro  Enzyme  Solutions  Inc.  as may be
     necessary to carry out the research and development.

3.   All legal,  beneficial and proprietary rights, title and interest in and to
     the  Research  and all  development  work or  interim  versions  pertaining
     thereto, whether patentable or not (hereinafter collectively referred to as
     the  "Rights"),   including  all  information  and  documentation  relating
     thereto, shall be the sole property of Thermo Enzyme Products Inc. and Duro
     Enzyme Solutions Inc. as their respective interests exist.

4.   I will, at the request of either or both of Thermo Enzyme Products Inc. and
     Duro Enzyme  Solutions Inc.  testify on such party's or parties'  behalf in
     any  action  or  proceeding  relating  to the  Research  and do all  things
     necessary and proper for the  prosecution of a patent  application  and its
     maturity  into a patent or for the  prosecution  or  defense  of any patent
     issued which arises from the Rights.

5.   I am of the full age of 19 years  and am not  under  any  disability  which
     would  prevent  me  from  reading  and  understanding  the  nature  of  the
     undertakings  set out herein and I have been  afforded the  opportunity  to
     read and  review  this  Agreement  with  advisors  of my choice and I fully
     understand the undertakings of myself set out herein.


                                     - 18 -
<PAGE>
Executed  at * ,  British  Columbia,  the  ___  day  of  ___________, * .



SIGNED, SEALED AND DELIVERED in     )
                                    -
the presence of:                    )
                                    -
                                    )
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Name                                )
                                    -
                                    )
-------------------------------     -      -----------------------------
Address                             )
                                    -
                                    )
                                    -
                                    )
-------------------------------     -
Occupation                          )
                                    -
                                    )
                                    -
                                    )
                                    -
                                    )
                                    -
                                    )
                                    -
                                    )
                                    -


                                     - 19 -
<PAGE>