DISTRIBUTORSHIP AGREEMENT

         THIS DISTRIBUTORSHIP  AGREEMENT  ("Agreement") is made and entered into
as of this 15th Day of this December, 1997 by and between PURE TECHNOLOGIES INC,
OF CALGARY,  ALBERTA ("Company"),  and FUGRO GEOTECHNICAL  SERVICES (HK) LIMITED
("Distributor").

         In consideration  of the mutual covenants and undertakings  hereinafter
set forth, the parties agree as follows:

1.       Appointment.

         The Company  hereby  appoints the  Distributor  as its exclusive  sales
representative  in the Territory,  as defined in Section 2 of this Agreement and
the  Distributor  hereby  accepts  such  appointment  to sell the  products  and
licenses  of the  Company  (the  "Products")  in  accordance  with the terms and
conditions of this  Agreement.  The use of the term sales of Products or similar
terms in this Agreement shall refer to sales of products and sale of licenses to
use the data acquisition software associated with the use of the products.

2.       Territory.

         The Distributor  shall have the exclusive right to sell the products in
the  geographic  area  described  as  follows:   Hong  Kong,   Macau  and  China
("Territory").  The  Territory  may be  modified  from time to time by the prior
written agreement of the parties.

3.       Term.

         The term of this  Agreement  shall  commence  on the date  first  above
written,  and,  unless  terminated  earlier as  provided  in Section  14,  shall
continue for one (1) year terminating  upon the first  anniversary of such date,
provided that the Agreement shall thereafter be renewed without action by either
party for successive  periods of one (1) year each,  subject to the  termination
provisions of Section 13, unless either party gives written notice  objecting to
such  renewal  at least  sixty  (60) days  prior to the  expiration  of the then
current one-year term.

4.       Covenants and Undertakings of Distributor.

         The Distributor covenants and agrees as follows:

4.1      To use its best  efforts,  and to spend as much time and as much of its
resources as may reasonably be required,  to promote sales of the Products.  The
Distributor  further  agrees  that it will  refrain  from  soliciting  sales  or
otherwise  promoting  sales  of  the  Products  outside  the  territory.   These
obligations include, without limitation, the following:

         (a)      Registration and Licensure.  The Distributor agrees to use its
                  best efforts to promptly obtain from the proper authorities in
                  the Territory at its own cost and expense,  all registrations,
                  licenses,  and approvals  required for the import  sales,  and
                  distribution  by  the  Distributor  of  the  Products  in  the
                  Territory.


<PAGE>

                                     - 2 -

         (b)      Specific  Promotion  Efforts.  The  Distributor  shall, at its
                  expense,  distribute sales literature describing the Products,
                  which  the  Company  shall  provide,  promote  the sale of the
                  Products through trade publications,  and exhibit the Products
                  at exhibitions at which products of the same or similar nature
                  are exhibited.  All advertising or promotional  materials,  if
                  any, utilized by the Distributor,  its agents, or employees in
                  conjunction  with the sale of the  Products,  other  than such
                  sales  literature  as is furnished to the  Distributor  by the
                  Company,  shall be approved in writing by the Company prior to
                  its use or dissemination.

         (c)      Follow-up on Leads.  All leads furnished to the Distributor by
                  the Company shall be contacted  within a reasonable time and a
                  report of the  results  of such  contacts  shall be  submitted
                  promptly to the Company. All leads obtained by the Distributor
                  for sales of Products outside the Territory shall be forwarded
                  to the Company.

         (d)      Visits by the Company.  The Company  shall have the right upon
                  reasonable notice to visit and observe the Distributor's place
                  of business and to accompany the  Distributor  during sales or
                  servicing   calls  or  training   sessions   with   customers.
                  Additionally,  the Distributor agrees that the Company may, at
                  any time during reasonable  business hours, review and inspect
                  the service facilities for the Products.

         (e)      Customer  Complaints.  The  Distributor  and the Company  each
                  agree to cooperate  fully in dealing with customer  complaints
                  concerning  the  Products  and to take such  action to resolve
                  such  complaints  as may be requested by the Company.  In this
                  regard, the Distributor and the Company each agree promptly to
                  furnish the other with any information that may be required by
                  the other to comply with any governmental  laws or regulations
                  or that may be required to minimize the potential  impact of a
                  recall of any of the Products.

         (f)      Traceability.  The Distributor shall comply to the best of its
                  ability with any and all traceability  programmes in effect at
                  any time as initiated by the Company.

         (g)      Financial  and  Credit  Information.  If so  requested  by the
                  Company,  the  Distributor  agrees to provide  to the  Company
                  adequate financial  information on a confidential basis and if
                  requested  credit  references,  to assure  the  Company of the
                  Distributor's   ongoing  financial  capacity  to  conduct  its
                  business.

4.2      The parties hereto  acknowledge  that Pure  Technologies  are expert in
acoustic  monitoring of the failure of tensioned  reinforcements,  including the
main cables and suspender  ropes of suspension  bridges and the  stay-cables  of
cable-stayed  bridges.  The parties  also  acknowledge  that Fugro  Geotechnical
Services (HK) Limited are expert in the instrumentation of civil engineering and
other structures for load,  pressure,  movement and other parameters.  These two
areas of expertise are exclusive and complementary.


<PAGE>

                                      -3-

         The Company and the  Distributor  agree not to compete in the technical
specialism of the other,  in the area defined within Clause 2 Territory,  during
the period of this agreement and for a period of two years after the termination
of the agreement.

4.3      To  refrain  from any  expenditure  on behalf of the  Company,  or from
incurring  any  liability in the name of the Company,  without the prior written
consent of the Company.

4.4      To use  its  best  efforts  to  promote,  safeguard,  and  protect  the
interests of the Company,  and the Company's rights to the Products,  consistent
with the best business practices.

5.       Compensation.

5.1      Percentage of Sales.

         The  Company  will  pay the  Distributor  compensation  based  upon the
following:

         (a)      For sales  delivered  within the Territory,  based upon orders
                  procured by the Distributor  and/or enquiries  referred to the
                  Company  by the  Distributor,  the  Company  will allow to the
                  Distributor  a discount of twenty  percent (20%) of the normal
                  selling price of the Products.

         (b)      For sales delivered  outside the Territory,  based upon orders
                  procured by the Distributor within the Territory,  ten percent
                  (10%) of the net  collected  prices at which the  Products are
                  sold.

         (c)      For any order which is not  procured by the  Distributor,  but
                  which is delivered  into the  Territory,  five percent (5%) of
                  the net collected prices at which the Products are sold.

         For the purposes of this Section 5.1 "net  collected  prices" means the
         amounts actually  received by the Company for the sale of such Products
         less any discounts or  commissions  paid to a third party in respect of
         such sale.

5.2      Payment.

         The  Compensation to the  Distributor  for each sale under  Sub-section
5.1.b and 5.1.c will become  owing  after  receipt of payment by the Company for
such sale, and will become due and payable at the end of the calendar quarter in
which such payment is received.

6.       Terms of Sales.

6.1      Price of Products.

         The prices at which the  Products are to be sold by the Company will be
fixed by the Company,  subject to change by the Company  from time to time,  and
communicated to the Distributor at periodic intervals.  Such price changes shall
be effective  thirty (30) days after the date of written  notice  thereof to the
Distributor.  Any order or  written  quote  from the  Distributor  received  and
accepted by the Company prior to a price increase on Products which are the


<PAGE>

                                      - 4 -

subject  of any such  order or  written  quote  shall be shipped at the price in
effect at the time of  acceptance  of such  order or quote by the  Company.  For
purposes of  calculating  the  percentages  described in  Subsections  5.l.b and
5.l.c,  the prices will exclude all  applicable  sales and excise taxes.  In the
event the Company grants  discounts based upon quantity  purchases or otherwise,
the percentage compensation to be paid to the Distributor will be based upon the
actual discounted price at which the sale occurs, rather than the normal selling
price.

6.2      Purchase Orders.

         All purchase  orders shall be subject to acceptance by the Company.  No
purchase order shall be binding upon the Company until acceptance by the Company
is communicated to the Distributor.

6.3      Payment Terms.

         The  Distributor  agrees that all purchase orders which it procures for
the Company for direct  shipment to the purchaser  shall be payable by Letter of
Credit or  certified  funds,  or other  terms  acceptable  to the  Company.  All
payments  shall be made in United  States  Dollars.  All Products  sold shall be
shipped CIF as defined by INCOTERMS,  1980 edition,  unless  otherwise agreed in
writing.  Purchase  Orders  placed by the  Distributor  on the Company  shall be
payable 60 days from the date of the Company's invoice for the Products.

7.       Delivery of Products.

7.1      Delivery of Products.

         All  Products  will be  delivered by common  carrier  unless  otherwise
specified in the purchase order. The Company will not be liable for any delay in
the  performance of its obligations in the delivery or shipment of the Products,
or for any damage suffered by any purchaser or the Distributor by reason of such
delay,  when such delay is,  directly or indirectly,  caused by or in any manner
arising from fires,  floods,  accidents,  riots, acts of God, war,  governmental
interference,  embargoes, strikes, labor difficulties,  shortage or labor, fuel,
power,  materials,  or supplies,  transportation  delays,  or any other cause or
causes  (whether  or not similar in nature to any of the  foregoing)  beyond the
Company's  control.  All  orders  are  accepted  by the  Company  subject to the
Company's  ability  to obtain the  necessary  raw  materials,  and all orders or
contracts as well as shipments  are subject to government  regulations,  orders,
directives, and restrictions which may be in effect from time to time.

8.       Confidentiality.

8.1      Confidential Information.

         Distributor shall keep confidential the Agreement all data, data bases,
computer programs, marketing plans and information provided to Distributor by or
on behalf of the Company in  connection  with the  Agreement or Products and all
other confidential and proprietary  information of the Company,  now existing or
to be  developed  in the future  (such  information  is  intended to include all
information of any kind  whatsoever  related to the Company's  business which is
not generally and publicly known, including information received


<PAGE>

                                      - 5 -

orally or by a confidential writing which, prior to such receipt, was non-public
information  of  such  recipient)  (collectively  the  "Information"),  and  all
Information (including data generated by operation of the Products) developed by
the operation of the Products,  and shall not disclose the Agreement or any such
Information to any person, firm, entity or corporation without the prior written
permission  of the  Company.  Distributor  shall be bound  by an  obligation  of
confidence to the Company in respect of any  Information  or trade  secrets.  In
respect of such Information, Distributor shall not:

1.       disclose, either directly or indirectly,  any such Information,  or any
         part thereof, to any person,  firm,  corporation or entity except as is
         specifically contemplated in this Agreement; and

2.       may not use any such Information,  or any part thereof, for any purpose
         except as is specifically contemplated within this Agreement.

8.2      Trade Secrets.

         Upon the termination of this Agreement for any reason  whatsoever,  the
Distributor  shall  return  all  data,   prospectuses,   advertising,   and  all
Information  concerning  the Products  (including  all software,  copies of test
results and other data accumulated),  and the Distributor shall not make further
use of any of the materials or technical  information,  nor disclose or use such
materials or Information for its own account or on behalf of any other person or
entity. Upon termination of this Agreement for any reason, the Distributor shall
discontinue the use of the Company's trade name, trademark,  labels, copyrights,
patents,  and other advertising media and remove all signs and displays relating
thereto.

9.       Intellectual Property.

         No rights are  granted  hereunder  to  Distributor  under any  patents,
copyrights, information, trademarks or other intellectual property rights except
as are incidental  only to the sale of Products by the Distributor and the right
to use such Products by the  Distributor's  customers.  Whenever the Distributor
shall  make  reference  to  its  relationship  with  the  Company,   whether  in
advertising or otherwise,  the Distributor  shall describe its relationship only
as a  distributor  of the  Products.  Any  other use by the  Distributor  of the
Company's  trade  name,  trademark,  or any  other  trade  names  or  trademarks
associated  with the  Products  must be approved in advance in writing by a duly
authorized  officer of the Company.  The Distributor shall not use any trademark
or trade name of the Company or any variation  thereof,  alone or in combination
with other words,  in connection with any product which has not been supplied by
the company,  or as a part of or in connection with the Distributor's  corporate
or company name. The Distributor  shall not register the Company's trade name or
trademarks or any other trade names or trademarks  associated  with the Products
in  the  Territory.  All  data  generated  from  use  of the  Products  and  any
suggestions, improvements,  enhancements, derivative works or modifications made
to any of the Products or any part there of shall be the property of the Company
including any copyright  patent or other  intellectual  property rights therein.
Distributor shall sign such documents,  assignments or agreements as the Company
may require to protect the Company's rights therein.


<PAGE>

                                     - 6 -

10.      Limited Warranty and Limitations.

10.1     The Company  provides to its customers only those  warranties set out m
the Company's  form of agreements and subject to the limits on liability set out
in such  agreements.  On a case by case  basis the  Company  may  provide  other
warranty terms or other limits on liability but only if previously authorized by
the Company in writing. NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT
LIMITED TO ANY IMPLIED WARRANTIES OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE, IS MADE.

10.2     The  Company  shall  not have any  liability  of any  kind  under  this
contract  unless  Distributor  notifies the Company of any claimed defect within
the warranty  period  specified in the  Company's  form of agreement as measured
from the date of  delivery.  If a  Product  is to be  returned  to the  Company,
written  authorization  must be obtained  from the  Company,  and the  Company's
shipping  instructions  must be followed.  If the claimed  defect is a result of
misuse,  mishandling,  abnormal  conditions of  application  or storage,  or the
result or  unauthorized  alteration,  the cost of  replacement  and all  related
expenses shall be borne by the Distributor. Any Products returned to the Company
for replacement or refund shall become the property of the Company.

10.3     The  Distributor,   its  agents,  and  employees  shall  not  make  any
statement,  representation,  warranty, or advertisement  concerning the Products
which exceed in scope or are different in meaning from the limited  warranty set
forth in Section  10.1.  The  Distributor  shall  indemnify and hold the Company
harmless against any claims, liability,  costs, and expenses of any nature which
the Company may incur as a result of any such activities.

11.      Modification of Products and Labeling.

         The  Distributor  shall not,  without the prior written  consent of the
Company in each  instance  obtained,  modify the Products or any part thereof or
modify,  remove,  cover,  or add to the  labels  affixed  by the  Company to the
Products.  if  requested by the  Distributor,  the Company  shall affix  foreign
translations  of  labels  to  Product  containers,  and  the  Distributor  shall
reimburse  the  Company  for all  reasonable  expenses  incurred as part of such
relabelling.

12.      Patent Infringement.

         If a patent  infringement action is commenced or threatened against the
Company as to one or more of the Products, and the Company elects to discontinue
the sale of any such  Products  in any part of the  Territory,  the  Distributor
shall  discontinue  its  efforts to sell such  Products  in any such part of the
Territory immediately upon receipt of written notice thereof from the Company.

13.      Termination.

13.1     The Company may terminate this Agreement by giving forty five (45) days
written notice in the following  events:  (a) Distributor has ceased to function
as a going concern or conduct its operations in the normal course of business as
a distributor,  (b) Distributor enters into suspension of payments, or commences
or becomes the subject  of, any action in  relation to  bankruptcy,  insolvency,
reorganization,   dissolution,   or  winding  up;  (c)  Distributor  has  become
insolvent; (d)


<PAGE>

                                     - 7 -

Distributor  has made a general  assignment  for the benefit of  creditors;  (e)
Distributor has attempted to assign,  convey, or otherwise  transfer in whole or
in part any of  Distributor's  rights  hereunder to any third party  without the
Company's prior written consent based on  Distributor's  full, true, and correct
disclosure of the proposed  transaction to the Company;  (f) any material change
in the general management,  ownership,  or control including sale, transfer,  or
relinquishment  by Distributor of any  substantial  interest in the ownership of
the business to be carried on by Distributor  under this Agreement,  unless such
changes are approved in advance and in writing by the  president of the Company;
(g) conviction of Distributor or any principal officer or manager of Distributor
for any crime  tending to affect  adversely  the  ownership  or operation of the
business; (h) Distributor provides falsified data or information to the Company;
or (i)  Distributor  breaches any of the  obligations  under Sections 8.1 or 8.2
respecting  Information  or  Section 9  respecting  intellectual  property.  The
Distributor  hereby  acknowledges  that forty five (45) days is a reasonable and
adequate period of notice under the  circumstances,  including the extent of the
expenditures,  investments,  and commitments  made and to be made by Distributor
under this Agreement.

13.2     In the event either party commits a material  breach of this  Agreement
and such party fails to remedy such default within sixty (60) days of receipt of
written  notice  thereof from the opposite  party,  the party giving such notice
may, at any time thereafter upon written notice,  terminate this Agreement.  The
Distributor  hereby  acknowledges  that  sixty  (60)  days is a  reasonable  and
adequate period of notice under the  circumstances,  including the extent of the
expenditures,  investments,  and commitments  made and to be made by Distributor
under this Agreement.

13.3     Either  party may  terminate  this  Agreement  without  cause  upon the
expiration of a ninety (90) day period after giving  written  notice  thereof to
the other party. The Distributor hereby  acknowledges that ninety (90) days is a
reasonable and adequate period of notice under the circumstances,  including the
extent of the expenditures,  investments, and commitments made and to be made by
Distributor under this Agreement.

13.4     In the  event  of  termination  of this  Agreement,  whether  upon  the
expiration  of the term of this  Agreement  or  pursuant  to the  provisions  of
Section 13.1,  13.2, or 13.3, the Company shall not be liable to the Distributor
for  compensation,   reimbursement,  or  damages  on  account  of  the  loss  of
prospective  profits  on  anticipated  sales,  or on  account  of  expenditures,
investments,  leases, employee termination pay, or other commitments or expenses
relating to the business or goodwill or the Distributor.

13.5     Termination  of  this  Agreement  shall  not  relieve  or  release  the
Distributor  from any payments which the  Distributor  may owe the Company under
the terms of this Agreement, including without limitation, payments for Products
delivered to the distributor.

13.6     Acceptance  by the  Company of any orders  from the  Distributor  after
termination of this  Agreement  shall not constitute a renewal of this Agreement
or a waiver of the right of the Company to treat this Agreement as terminated.

13.7     Notwithstanding  anything contained herein to the contrary,  Sections 8
and 9 of this  Agreement  shall survive  termination of this Agreement and shall
remain in full force and effect.


<PAGE>

                                     - 8 -

14.      Relationship.

         The  Distributor  is an  independent  contractor.  Nothing herein shall
constitute the Distributor as an employee or agent of the Company, nor the legal
representative  of the Company  for any purpose or reason not set forth  herein.
The Distributor  does not have the authority to assume or create any obligation,
express or implied,  on behalf of or in the name of the Company,  or to bind the
Company  in any  manner  whatsoever,  except as  authorized  in  writing  by the
Company.  The Distributor shall be solely  responsible for the operations of its
business and all costs incurred in such operations,  solely  responsible for any
injury,  liabilities,  or damage  incurred in the conduct of its  business,  for
complying  with all laws and  regulations  of the nation,  state,  and political
subdivision  in which it transacts its business,  and shall bear all expenses in
connection therewith. It is the express intent of the parties, pursuant to their
right to freedom of contract,  that this Agreement  shall govern the obligations
of each to the other and the right of each resulting from such  relationship and
that  no  Ordinance,  Regulation  or any  other  law  purporting  to  alter  the
relationship  between  the Company and the  Distributor,  presently  in force or
hereafter  enacted,  may apply to the rights and  obligations of and between the
parties under this  Agreement.  The rights and obligations of the parties in the
event of termination of this Agreement have been  separately  bargained for, and
are intended by both parties to be in lieu of any rights or obligations  arising
under  any  Ordinance,  Regulation  or any  other  law  purporting  to alter the
relationship of the parties.

15.      Compliance with Law.

         The  Distributor  shall comply with all prevailing laws and regulations
of the Territory pertaining to the importation,  distribution, sales, promotion,
and  marketing  of the  Products in the  Territory  and in any manner  otherwise
pertaining to  performance  by the  Distributor  of its  obligations  under this
Agreement.  The Distributor shall accept and assume full  responsibility for any
and all civil or criminal liabilities and costs that may be assessed as a result
of the  Distributor's  performance of Distributor's  duties under this Agreement
and shall hold  harmless  and defend the  Company  from and  against any and all
fines, damages, levies, costs, and judgment which the Company may be required to
pay as a result of the  Distributor's  performance  of its duties  thereunder in
violation thereof.

16.      Miscellaneous Provisions.

16.1     Controlling  Law. This Agreement is made with reference to and shall be
construed in  accordance  with the law of the Hong Kong  Special  Administration
Region.  The  Parties  acknowledge  and agree that this  Agreement  shall not be
subject to the provisions of the United Nations  Convention on Contracts for the
International Sale of Goods.

16.2     Arbitration. Any disputes or controversies arising under this Agreement
shall be determined  by binding  arbitration  in  accordance  with the rules and
procedures for arbitration in Hong Kong, which arbitration shall be conducted in
Honolulu,  Hawaii.  Each party shall bear its own costs of the  arbitration  and
shall pay one half cost of the costs of the  establishment  and operation of the
arbitration tribunal.


<PAGE>

                                     - 9 -

16.3     Notices. All notices,  request, demands, and other communications given
under this  Agreement  shall be in English  and shall be in writing and shall be
deemed to have been duly given at the time of delivery, if personally delivered,
or seventy-two  (72) hours after delivery to an appropriate  courier service and
addressed to the parties at the addresses  set forth  beneath  their  respective
signatures  or at such  other  address as a party may  designate  at any time in
writing by notice to the other in accordance with this Subsection 16.3.

16.4     Waiver and  Modification.  The  failure of either  party at any time to
require strict  performance of any provision of this Agreement  shall not in any
manner  affect the right of such party at a later time to enforce  the same.  No
waiver by either  party of the breach of any term or covenant  contained in this
Agreement shall be deemed to be a release or affect any liability resulting from
such breach. No waiver of any nature, whether by conduct,  course of dealing, or
otherwise,  in any one or more instances shall be deemed to be or construed as a
continuing  waiver of any such condition or breach,  or as a waiver of any other
condition  or of any  other  breach  of any  other  term  or  covenant  of  this
Agreement.

16.5     Severability. If any provision of this Agreement is held and determined
to be invalid by any  arbitrator  or court  interpreting  such  provision,  such
arbitrator or court shall be entitled to modify or otherwise reduce the scope or
effect  of  such  offending  provision,  and to  enforce  such  provision  as so
modified,  provided that such modification does not materially modify the intent
of the  parties  in  entering  into this  Agreement.  If any  provision  of this
Agreement  cannot be so modified  without  offending  the intent of the parties,
such provision shall be deemed to be null and void, and the remaining provisions
of this  Agreement  shall  remain in full  force and  effect as if such  invalid
provision had not been included in the Agreement.

16.6     Successors in Interest.  This Agreement shall be binding upon and inure
to the benefit of the successors,  heirs, assigns, and personal  representatives
of the parties.

16.7     Assignment.  The  Distributor  may not assign or sublicense  any of its
rights or obligations under this Agreement nor shall the Distributor  appoint or
designate any subdistributor of the Products,  without the prior written consent
of the Company,  which  consent may be granted or withheld for any reason or for
no reason in the sole and  exclusive  judgment  of the  Company.  Any  attempted
assignment,  appointment or designation without the prior written consent of the
Company shall be null and void.

16.8     Entire Agreement.  This Agreement contains the entire agreement between
the parties with respect to the subject matter of this  Agreement.  There are no
representations,  warranties,  understandings,  or  agreements  other than those
expressly set forth herein.  Time is expressly  declared to be of the essence of
this Agreement.

16.9     Execution by Counterpart.  This Agreement may be executed separately or
independently  in any  number of  counterparts,  each and all of which  together
shall be deemed to have been executed  simultaneously and for all purposes to be
one agreement.


<PAGE>

                                     - 10 -

16.10    Captions.  The  respective  captions of the  Sections  are inserted for
convenience  of  reference  only and shall not be deemed to modify or  otherwise
affect in any respect any of the provisions hereof

         DATED the day and year first above written.

                                       PURE TECHNOLOGIES INC

                                       By: "James Paulson"
                                          --------------------------------------
                                       Its Chairman
                                          --------------------------------------

                                       Address:   #1050, 340 - 12 th Avenue S.W.
                                                  Calgary, Alberta
                                                  Canada T2R 1L5

                                       FUGRO GEOTECHNICAL SERVICES (HK)
                                       LIMITED

                                       By: "R. Wood"
                                          --------------------------------------
                                       Its Managing Director
                                          --------------------------------------

                                       Address:   Unit 10, 10/F Worldwide
                                                  Industrial Centre
                                                  43-47 Shan Mei Street, Fo Tan
                                                  Shatin, NT, Hong Kong


<PAGE>

                                      -11 -

                         SUB-DISTRIBUTORSHIP AGREEMENT

         THIS  SUB-DISTRIBUTORSHIP  AGREEMENT  ("Agreement") is made and entered
into  as of  this  16th  Day of  April,  2000,  by  and  between  FUGRO  LIMITED
("Distributor")  and TRANSPORT  RESEARCH  LABORATORY  ("Sub-Distributor").  This
Sub-Distributorship  Agreement is made with the  agreement of PURE  TECHNOLOGIES
INC. of Calgary Alberta ("Company").

         In consideration  of the mutual covenants and undertakings  hereinafter
set forth, the parties agree as follows:

17.      Appointment

The Distributor hereby appoints the  Sub-Distributor as its non-exclusive  sales
representative in the Territory, as defined in Section 2 of this Agreement,  and
the  Sub-Distributor  hereby accepts such appointment,  to sell the products and
licenses  of the  Company  (the  "Products")  in  accordance  with the terms and
conditions of this Agreement.

The Distributor appoints the Sub-Distributor as the exclusive Sub-Distributor in
the Highway Sector, and  non-exclusively in the Transport Sector.  Such projects
will be  identified  in writing on an  individual  basis,  and  acknowledged  in
writing by the Distributor to be "Projects initiated by the Sub-Distributor.

18.      Territory & Markets

The  Sub-Distributor  shall have the non-exclusive right to sell the products in
the geographic  area described as follows:  United  Kingdom  including  England,
Northern  Ireland,  Scotland  and  Wales  ("Territory").  The  Territory  may be
modified from time to time by the prior written agreement of the parties.

19.      Term

The term of this Agreement shall commence on the date first above written,  and,
unless terminated  earlier as provided in Section 14, shall continue for one (1)
year  terminating  upon the first  anniversary  of such date,  provided that the
Agreement  shall  thereafter  be  renewed  without  action by  either  party for
successive periods of one (1) year each,  subject to the termination  provisions
of Section 13,  unless  either  party gives  written  notice  objecting  to such
renewal at least  sixty (60) days prior to the  expiration  of the then  current
one-year term.

20.      Covenants and Undertaking of the Sub-Distributor

The Sub-Distributor covenants and agrees as follows:

20.1     To use  reasonable  efforts,  to  promote  sales of the  Products.  The
Sub-Distributor  further  agrees that it will refrain from  soliciting  sales or
otherwise promoting sales of the Products outside the Territory, except where it
has a separate  distributorship  agreement with the Company.  These  obligations
include, without limitation, the following:

         (a)      Specific  Promotion  Efforts.  All  advertising or promotional
                  materials,  if  any,  utilized  by  the  Sub-Distributor,  its
                  agents, or employees in conjunction with the


<PAGE>

                                     - 12 -

                  sale of the Products,  other than such sales  literature as is
                  furnished to the Sub-Distributor by the Distributor,  shall be
                  approved in writing by the Company and the Distributor,  prior
                  to its use or dissemination.

         (b)      Follow-up on Leads. All leads obtained by the  Sub-Distributor
                  for sales of Products outside the Territory shall be forwarded
                  to the Distributor,  who will forward them to the Company. The
                  Sub-Distributor  will  produce  and update a Sales & Marketing
                  plan, with targets.  The Distributor and Sub-Distributor  will
                  meet  regularly to  co-ordinate  marketing  effort between the
                  Sub-Distributor  and the Distributor,  and to review the Sales
                  and Marketing Plan.

         (c)      Visits by the Company.  The  Distributor  shall have the right
                  upon   reasonable    notice   to   visit   and   observe   the
                  Sub-Distributor's  place  of  business  and to  accompany  the
                  Sub-Distributor   during   sales  or   servicing   calls  with
                  customers.  Additionally,  the  Distributor  agrees  that  the
                  Company  may, at any time during  reasonable  business  hours,
                  review and inspect the service facilities for the Products.

         (d)      Customer  Complaints.  The Sub-Distributor and the Distributor
                  each  agree  to  cooperate  fully  in  dealing  with  customer
                  complaints  concerning the Products and to take such action to
                  resolve such complaints as may be requested by the Distributor
                  or the Company.  In this regard, the  Sub-Distributor  and the
                  Distributor  each agree promptly to furnish the other with any
                  information  that may be  required by the other to comply with
                  any  governmental  laws or regulations or that may be required
                  to  minimize  the  potential  impact of a recall of any of the
                  Products.

         (e)      Traceability.  The Sub-Distributor shall comply to the best of
                  its ability with any and all traceability programmes in effect
                  at any time as initiated by the Distributor.

         (f)      Financial  and  Credit  Information.  If so  requested  by the
                  Distributor,  the  Sub-Distributor  agrees to  provide  to the
                  Distributor   with  adequate   financial   information   on  a
                  confidential  basis and if  requested  credit  references,  to
                  assure  the  Distributor  of  the  Sub-Distributor's   ongoing
                  financial capacity to conduct its business.

20.2     The parties hereto  acknowledge that Pure  Technologies are [IS] expert
in acoustic  monitoring  of failure of tensioned  reinforcements,  including the
main cables and suspender  ropes of suspension  bridges and the  stay-cables  of
cable-stayed bridges.

                  The  Sub-Distributor  agrees not to compete in this  technical
                  specialism  in the area  defined  within  Clause 2  Territory,
                  during  the period of this  agreement  and for a period of two
                  years after the termination of the agreement.

20.3     To refrain from any  expenditure  on behalf of the  Distributor  and/or
Company,  or from incurring any liability in the name of the Distributor  and/or
Company, without the prior written consent of the Distributor and/or Company.


<PAGE>

                                     - 13 -

20.4     To use  its  best  efforts  to  promote,  safeguard,  and  protect  the
interests of the  Distributor and the Company,  and the Company's  rights to the
Products, consistent with the best business practices.

21.      Compensation

21.1     Payment

         (a)      For sales delivered within the Territory, based upon orders on
                  'Projects initiated by the  Sub-Distributor',  the Distributor
                  will provide the system to the  Sub-Distributor  at the normal
                  Company    selling   price   of   the   Products    (excluding
                  installation),  less  a  discount  of  fifteen  (15%)  percent
                  commission.

         (b)      For sales delivered within the Territory, based upon orders on
                  'Products   initiated  by  the   Distributor'  and  for  which
                  compensation  to the  Sub-Distributor  is  owing,  subject  to
                  specific  arrangements  as  agreed  on a case  by  case  basis
                  between the Distributor and  Sub-Distributor,  the Distributor
                  will make a payment  to the  Sub-Distributor  a sum of fifteen
                  (15%)  percent  of the  normal  Company  selling  price of the
                  Products.  Payment will become owing after  receipt of payment
                  by the  Distributor  for such a sale,  and will become due and
                  payable within 10 days of when such payment is received.

         (c)      In any  event,  when  either  clause  5.1(a)  or 5.1(b) is not
                  directly   applicable,   other  arrangements  for  payment  of
                  compensation to the  Sub-Distributor by the Distributor can be
                  made as otherwise agreed.

22.      Terms of Sales

22.1     Price of Products

The prices at which the Products are to be sold by the Distributor will be fixed
by the Distributor,  subject to change by the Distributor from time to time, and
communicated  to  the   Sub-Distributor   for  each  Project  initiated  by  the
Sub-Distributor,  with a stated period of validity.  For purposes of calculating
the  percentages  described in Section 5, the prices will exclude all applicable
sales and excise taxes.  In the event the Company  grants  discounts  based upon
quantity purchases or otherwise,  the percentage  compensation to be paid to the
Distributor  will be based  upon the actual  discounted  price at which the sale
occurs, rather than the normal selling price.

22.2     Purchase Orders

All purchase  orders shall be subject to acceptance by the  Distributor  and the
Company.  No  purchase  order  shall  be  binding  upon  the  Distributor  until
acceptance by the Distributor is communicated to the Sub-Distributor.

22.3     Payment Terms

The Sub-Distributor  agrees that all purchase orders,  which it procures for the
Company  for direct  shipment  to the  purchaser,  shall be payable by Letter of
Credit or  certified  funds,  or other  terms  acceptable  to the  Company.  All
Products sold shall be shipped CIF as defined by INCOTERMS,


<PAGE>

                                     - 14 -

1980 edition, unless otherwise agreed in writing.  Purchase Orders placed by the
Sub-Distributor  shall be payable 60 days from the date of the Company's invoice
for the Products.

23.      Delivery of Products

23.1     Delivery of Products

All Products will be delivered by common carrier unless  otherwise  specified in
the  purchase  order.  The  Distributor  will not be liable for any delay in the
performance of its  obligations in the delivery or shipment of the Products,  or
for any damage  suffered by any  purchaser or the  Sub-Distributor  by reason of
such delay,  when such delay is, directly or indirectly,  caused by or in any in
any manner  arising from fires,  floods,  accidents,  riots,  acts of God,  war,
governmental interference,  embargoes, strikes, labor difficulties,  shortage of
labor, fuel, power,  materials or supplies,  transportation delays, or any other
cause or causes  (whether  or not  similar  in  nature to any of the  foregoing)
beyond the Company's control.  All orders are accepted by the Company subject to
the Company's  ability to obtain the necessary raw materials,  and all orders or
contracts as well as shipments  are subject to government  regulations,  orders,
directives, and restrictions which may be in effect from time to time.

24.      Confidentiality

24.1     Confidential Information

The  Sub-Distributor  shall keep confidential the details of the Agreement,  all
data, data bases, computer programs, marketing plans and information provided to
Sub-Distributor  by or on behalf of the Distributor or the Company in connection
with the  Agreement  or  Products  and all other  confidential  and  proprietary
information of the  Distributor or the Company,  now existing or to be developed
in the firm (such information is intended to include all information of any kind
whatsoever  related to the  Distributor's  or  Company's  business  which is not
generally and publicly  known,  including  information  received  orally or by a
confidential writing which, prior to such receipt, was non-public information of
such recipient) (collectively the "Information"), and all Information (including
data  generated by operation of the Products)  developed by the operation of the
Products,  and shall not disclose the Agreement or any such  Information  to any
person,  firm, entity or corporation without the prior written permission of the
Distributor.  The Sub-Distributor  shall be bound by an obligation of confidence
to the  Distributor  and Company in respect of any Information or trade secrets.
In respect of such Information, the Sub-Distributor shall not:

         (i)      disclose, either directly or indirectly, any such Information,
                  or any part thereof to any person, firm, corporation or entity
                  except as is specifically contemplated in this Agreement; and

         (ii)     may not use any such Information,  or any part thereof for any
                  purpose  except as is  specifically  contemplated  within this
                  Agreement.

24.2     Trade Secrets

Upon  the  termination  of  this  Agreement  for  any  reason  whatsoever,   the
Sub-Distributor  shall  return  all  data,  prospectuses,  advertising,  and all
Information concerning the Products (including


<PAGE>

                                     - 15 -

all  software,  copies of test  results  and other  data  accumulated),  and the
Sub-Distributor  shall not make further use of any of the materials or technical
information,  nor  disclose or use such  materials  or  Information  for its own
account or on behalf of any other  person or entity.  Upon  termination  of this
Agreement for any reason, the  Sub-Distributor  shall discontinue the use of the
Distributor's  and  Company's  trade  names,  trademarks,   labels,  copyrights,
patents,  and other advertising media and remove all signs and displays relating
thereto.

25.      Intellectual Property

No rights  are  granted  hereunder  to the  Sub-Distributor  under any  patents,
copyrights, Information, trademarks or other intellectual property rights except
as are incidental  only to the sale of Products by the Distributor and the right
to use such Products by the Distributor's customer.

Whenever the  Sub-Distributor  shall make reference to its relationship with the
Distributor   and   Company,   whether  in   advertising   or   otherwise,   the
Sub-Distributor shall describe its relationship only as a Sub-Distributor of the
Products.  Any  other  use  by the  Sub-Distributor  of  the  Distributor's  and
Company's  trade  name,  trademark,  or any  other  trade  names  or  trademarks
associated  with the  Products  must be approved in advance in writing by a duly
authorized officer of the Distributor and Company. The Sub-Distributor shall not
use any trademark or trade name of the  Distributor and Company or any variation
thereof alone or in combination with other words, in connection with any product
which has not been supplied by the Distributor  and Company,  or as a part of or
in connection with the  Sub-Distributor's  corporate  name. The  Sub-Distributor
shall not register the  Distributor or Company's trade name or trademarks or any
other trade names or trademarks  associated  with the Products in the Territory.
All data generated from use of the Products and any  suggestions,  improvements,
enhancements,  derivative works or modifications  made to any of the Products or
any part there of shall be the property of the Company  including any copyright,
patent or other intellectual  property rights therein. The Sub-Distributor shall
sign such  documents,  assignments  or  agreements as the Company may require to
protect the Company's rights therein.

26.      Limited Warranty and Limitations

26.1     The Company  provides to its customers only those warranties set out in
the Company's  form of agreements and subject to the limits on liability set out
in such  agreements.  On a case by case  basis the  Company  may  provide  other
warranty terms or other limits on liability but only if previously authorized by
the Company in writing. NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT
LIMITED TO ANY IMPLIED WARRANTIES OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE, IS MADE.

26.2     The  Distributor  and the Company  shall not have any  liability of any
kind under this contract unless the Sub-Distributor notifies the Distributor and
thereby the Company of any claimed defect within the warranty  period  specified
in the Distributor's form of agreement as measured from the date of delivery. If
a Product is to be returned to the Distributor,  written  authorization  must be
obtained from the Distributor,  and the Distributor's shipping instructions must
be followed. If the claimed defect is a result of misuse, mishandling,  abnormal
conditions of application or storage, or the result or unauthorized  alteration,
the  cost  of  replacement  and all  related  expenses  shall  be  borne  by the
Sub-Distributor.  Any Products  returned to the  Distributor  for replacement or
refund shall become the property of the Distributor.


<PAGE>

                                     - 16 -

26.3     The  Sub-Distributor,  its  agents,  and  employees  shall not make any
statement,  representation,  warranty, or advertisement  concerning the Products
which exceed in scope or are different in meaning from the limited  warranty set
forth  in  Section  10.1.  The  Sub-Distributor  shall  indemnify  and  hold the
Distributor and the Company harmless against any claims,  liability,  costs, and
expenses  of any nature  which the  Distributor  and the  Company may incur as a
result of any such activities.

27.      Modification of Products and Labeling.  The Sub-Distributor  shall not,
without  the prior  written  consent of the Company in each  instance  obtained,
modify the Products or any part thereof or modify,  remove, cover, or add to the
labels affixed by the Company to the Products.

28.      Patent.  If a patent  infringement  action is commenced  or  threatened
against the Company as to one or more of the Products, and the Company elects to
discontinue  the sale of any such  Products  in any part of the  Territory,  the
Sub-Distributor  shall discontinue its efforts to sell such Products in any such
part of the Territory  immediately  upon receipt of written notice thereof' from
the Company.

29.      Termination

29.1     The  Distributor may terminate this Agreement by giving forty five (45)
days written notice in the following events:

         (a)      Sub-Distributor  has ceased to function as a going  concern or
                  conduct its  operations  in the normal course of business as a
                  distributor;

         (b)      Sub-Distributor   enters  into  suspension  of  payments,   or
                  commences or becomes the subject of, any action in relation to
                  bankruptcy,   insolvency,   reorganization,   dissolution,  or
                  winding up;

         (c)      Sub-Distributor has become insolvent;

         (d)      Sub-Distributor  has made a general assignment for the benefit
                  of creditors;

         (e)      Sub-Distributor has attempted to assign,  convey, or otherwise
                  transfer in whole or in part any of  Sub-Distributor's  rights
                  hereunder to any third party without the  Distributor's  prior
                  written  consent based on  Sub-Distributor's  full,  true, and
                  correct   disclosure  of  the  proposed   transaction  to  the
                  Distributor;

         (f)      any material change in the general management,  ownership,  or
                  control including sale, transfer, or by Sub-Distributor of any
                  substantial  interest in the  ownership  of the business to be
                  carried on by  Sub-Distributor  under this  Agreement,  unless
                  such  changes  are  approved  in advance and in writing by the
                  Distributor;

         (g)      conviction  of  Sub-Distributor  or any  principal  officer or
                  manager  of  Sub-Distributor  for any crime  tending to affect
                  adversely the ownership or operation of the business;

         (h)      Sub-Distributor  provides falsified data or information to the
                  Distributor; or


<PAGE>

                                     - 17 -

         (i)      Sub-Distributor breaches any of the obligations under Sections
                  8.1 or 8.2  respecting  Information  or  Section 9  respecting
                  intellectual property. The Sub-Distributor hereby acknowledges
                  that forty five (45) days is a reasonable and adequate  period
                  of notice under the circumstances, including the extent of the
                  expenditures, investments, and commitments made and to be made
                  by Sub-Distributor under this Agreement.

29.2     In the event either party commits a material  breach of this  Agreement
and such party fails to remedy such default within sixty (60) days of receipt of
written  notice  thereof from the opposite  party,  the party giving such notice
may, at any time thereafter upon written notice,  terminate this Agreement.  The
Sub-Distributor  hereby  acknowledges  that sixty (60) days is a reasonable  and
adequate period of notice under the  circumstances,  including the extent of the
expenditures,   investments,   and   commitments   made   and  to  be   made  by
Sub-Distributor under this Agreement.

29.3     Either  party may  terminate  this  Agreement  without  cause  upon the
expiration of a ninety (90) day period after giving  written  notice  thereof to
the other party. The  Sub-Distributor  hereby acknowledges that ninety (90) days
is a reasonable and adequate period of notice under the circumstances, including
the extent of the expenditures, investments, and commitments made and to be made
by Distributor under this Agreement.

29.4     In the  event  of  termination  of this  Agreement,  whether  upon  the
expiration  of the term of this  Agreement  or  pursuant  to the  provisions  of
Section  13.1,  13.2,  or 13.3,  the  Distributor  shall  not be  liable  to the
Sub-Distributor  for compensation,  reimbursement,  or damages on account of the
loss of prospective profits on anticipated sales, or on account of expenditures,
investments,  leases, employee termination pay, or other commitments or expenses
relating to the business or goodwill of the Sub-Distributor.

29.5     Termination  of  this  Agreement  shall  not  relieve  or  release  the
Sub-Distributor  from any payments the  Sub-Distributor  may owe the Distributor
under the terms of this Agreement.

29.6     Acceptance by the  Distributor  of any orders from the  Sub-Distributor
after  termination  of this  Agreement  shall,  not constitute a renewal of this
Agreement or a waiver of the right of the Distributor to treat this Agreement as
terminated.

29.7     Notwithstanding  anything contained herein to the contrary,  Sections 8
and 9 of this  Agreement  shall survive  termination of this Agreement and shall
remain in fall force and effect.

30.      Relationship

The  Sub-Distributor  is  an  independent  organization.  Nothing  herein  shall
constitute the  Sub-Distributor as an employee or agent of the Distributor,  nor
the legal  representative  of the  Distributor for any purpose or reason not set
forth  herein.  The  Sub-Distributor  does not have the  authority  to assume or
create any  obligation,  express or implied,  on behalf of or in the name of the
Distributor,  or to bind the  Distributor  in any manner  whatsoever,  except as
authorized in writing by the Distributor.  The  Sub-Distributor  shall be solely
responsible  for the  operations of its business and all costs  incurred in such
operations,  solely responsible for any injury,  liabilities, or damage incurred
in the conduct of its business, for complying with all laws and regulations of


<PAGE>

                                     - 18 -

the nation, state, and political subdivision in which it transacts its business,
and shall bear all expenses in connection therewith. It is the express intent of
the parties, pursuant to their right to freedom of contract, that this Agreement
shall  govern  the  obligations  of each to the  other  and  the  right  of each
resulting from such relationship and that no Ordinance,  Regulation or any other
law  purporting  to alter  the  relationship  between  the  Distributor  and the
Sub-Distributor,  presently  in force or  hereafter  enacted,  may  apply to the
rights and  obligations  of and between the parties  under this  Agreement.  The
rights  and  obligations  of the  parties  in the event of  termination  of this
Agreement have been  separately  bargained for, and are intended by both parties
to be in  lieu  of any  rights  or  obligations  arising  under  any  Ordinance,
Regulation or any other law purporting to alter the relationship of the parties.

31.      Compliance with Law

The Sub-Distributor shall comply with all prevailing laws and regulations of the
Territory pertaining to the importation,  distribution,  sales,  promotion,  and
marketing  of  the  Products  in the  Territory  and  in  any  manner  otherwise
pertaining to performance by the  Sub-Distributor  of its obligations under this
Agreement.  The Sub-Director shall accept and assume full responsibility for any
and all civil or criminal liabilities and costs that may be assessed as a result
of the  Sub-Distributor's  performance  or  Sub-Distributor's  duties under this
Agreement  and shall hold harmless and defend the  Distributor  from and against
any and all fines,  damages,  levies,  costs, and judgment which the Distributor
may be required to pay as a result of the  Sub-Distributor's  performance of its
duties thereunder in violation thereof.

32.      Miscellaneous Provisions

32.1     Controlling  Law. This Agreement is made with reference to and shall be
construed in accordance  with the laws of the England.  The Parties  acknowledge
and agree that this  Agreement  shall not be subject  to the  provisions  of the
United Nations Convention on Contracts for the International Sale of Goods.

32.2     Arbitration. Any disputes or controversies arising under this Agreement
shall be determined  by binding  arbitration  in  accordance  with the rules and
procedures for arbitration in England,  which  arbitration shall be conducted in
London England. Each party shall bear its own costs of the arbitration and shall
pay one  half  cost of the  costs  of the  establishment  and  operation  of the
arbitration tribunal.

32.3     Notices. All notices,  request, demands, and other communications given
under this  Agreement  shall be in English  and shall be in writing and shall be
deemed to have been duly given at the time of delivery, if personally delivered,
or seventy-two  (72) hours after delivery to an appropriate  courier service and
addressed to the parties at the addresses  set forth  beneath  their  respective
signatures  or at such  other  address as a party may  designate  at any time in
writing by notice to the other in accordance with this Subsection 16.3.

32.4     Waiver and  Modification.  The  failure of either  party at any time to
require strict  performance of any provision of this Agreement  shall not in any
manner  affect the right of such party at a later time to enforce  the same.  No
waiver by either  party of the breach of any term or covenant  contained in this
Agreement shall be deemed to be a release or affect any liability resulting from
such breach. No waiver of any nature, whether by conduct, course of dealing, or


<PAGE>

                                     - 19 -

otherwise,  in any one or more instances shall be deemed to be or construed as a
continuing  waiver of any such condition or breach,  or as a waiver of any other
condition  or of any  other  breach  of any  other  term  or  covenant  of  this
Agreement.

32.5     Severability. If any provision of this Agreement is held and determined
to be invalid by any  arbitrator  or court  interpreting  such  provision,  such
arbitrator or court shall be entitled to modify or otherwise reduce the scope or
effect  of  such  offending  provision,  and to  enforce  such  provision  as so
modified,  provided that such modification does not materially modify the intent
of the  parties  in  entering  into this  Agreement.  If any  provision  of this
Agreement  cannot be so modified  without  off-ending the intent of the parties,
such provision shall be deemed to be null and void, and the remaining provisions
of this  Agreement  shall,  remain in full force and  effect as if such  invalid
provision had not been included in the Agreement.

32.6     Successors in Interest.  This Agreement shall be binding upon and inure
to the benefit of the successors,  heirs, assigns, and personal  representatives
of the parties.

32.7     Assignment. The Sub-Distributor may not assign or sublicense any of its
rights or  obligations  under  this  Agreement,  nor  shall the  Sub-Distributor
appoint or designate any  subordinate  distributor of the Products,  without the
prior  written  consent  of the  Distributor,  which  consent  may be granted or
withheld for any reason or for no reason in the sole and  exclusive  judgment of
the Distributor.  Any attempted assignment,  appointment, or designation without
the prior written consent of the Distributor shall be null and void.

32.8     Entire Agreement.  This Agreement contains the entire agreement between
the parties with respect to the subject matter of this  Agreement.  There are no
representations,  warranties, or agreements other than those expressly set forth
herein. Time is expressly declared to be of the essence of this Agreement.

32.9     Execution by Counterpart.  This Agreement may be executed separately or
independently  in any number of  counterparts,  each and all, of which  together
shall be deemed to have been executed  simultaneously and for all purposes to be
one agreement.

32.10    Captions.  The  respective  captions of the  Sections  are inserted for
convenience  of  reference  only and shall not be deemed to modify or  otherwise
affect in any respect any of the provisions hereof.

33.      Communication

The routing of all  communication  related to the sale and services  with the UK
will be guided by the need to provide swift and  meaningful  response to the end
user's requirements.

All routine correspondence from the Sub-Distributor to the Company related to UK
projects shall be routed via the Distributor.  However,  when there is a benefit
in  direct   communication   between  the   Company  and  the   Sub-Distributor,
correspondence shall be simultaneously copied to the Distributor.

The Distributor  reserves the right to require that all  correspondence  between
the Company and the  Distributor  related to UK projects and after sales service
should be routed via the Distributor.


<PAGE>

                                     - 20 -

DATED the day and year first above written.

                                       TRANSPORT RESEARCH
                                       LABORATORY


                                       By: "S.D. Rea"
                                          --------------------------------------
                                       Its Programme Manager
                                          --------------------------------------

                                       Address:   Old Wokingham Road
                                                  Crowthorne
                                                  Berks. RG45 6AU


                                       FUGRO LIMITED

                                       By: "David Youdan"
                                          --------------------------------------
                                       Its Division Head
                                          --------------------------------------

                                       Address:   18 Frogmore Road
                                                  Hemel Hempstead
                                                  Herts. HP3 9RT


                                       PURE TECHNOLOGIES INC.


                                       By: "J. Elliott"
                                          --------------------------------------
                                       Its Vice President/General Manager
                                          --------------------------------------

                                       Address:   1050, 340 - 12 th Avenue S.W.
                                                  Calgary
                                                  Alberta T2R 1L5




<PAGE>

                                     - 21 -

                           DISTRIBUTORSHIP AGREEMENT

         THIS DISTRIBUTORSHIP  AGREEMENT  ("Agreement") is made and entered into
as of this 1st Day of December,  1997, by and between PURE  TECHNOLOGIES INC, OF
CALGARY, ALBERTA ("Company"), and FUGRO LIMITED ("Distributor").

         In consideration  of the mutual covenants and undertakings  hereinafter
set forth, the parties agree as follows:

34.      Appointment

         The Company  hereby  appoints the  Distributor  as its exclusive  sales
representative in the Territory, as defined in Section 2 of this Agreement,  and
the  Distributor  hereby  accepts  such  appointment,  to sell the  products and
licenses  of the  Company  (the  "Products")  in  accordance  with the terms and
conditions of this  Agreement.  The use of the term sales of Products or similar
terms in this Agreement shall refer to sales of products and sale of licenses to
use the data acquisition software associated with the use of the products.

35.      Territory.

         The Distributor  shall have the exclusive right to sell the products in
the geographic  area described as follows:  United  Kingdom  including  England,
Northern  Ireland,  Scotland  and  Wales  ("Territory").  The  Territory  may be
modified from time to time by the prior written agreement of the parties.

36.      Term.

         The term of this  Agreement  shall  commence  on the date  first  above
written,  and,  unless  terminated  earlier as  provided  in Section  14,  shall
continue for one (1) year terminating  upon the first  anniversary of such date,
provided that the Agreement shall thereafter be renewed without action by either
party for successive  periods of one (1) year each,  subject to the  termination
provisions of Section 13, unless either party gives written notice  objecting to
such  renewal  at least  sixty  (60) days  prior to the  expiration  of the then
current one-year term.

37.      Covenants and Undertakings of Distributor

         The Distributor covenants and agrees as follows:

37.1     To use its best  efforts,  and to spend as much time and as much of its
resources as may reasonably be required,  to promote sales of the Products.  The
Distributor  further  agrees  that it will  refrain  from  soliciting  sales  or
otherwise  promoting  sales  of  the  Products  outside  the  Territory.   These
obligations include, without limitation, the following:

         (a)      Registration and Licensure.  The Distributor agrees to use its
                  best efforts to promptly obtain from the proper authorities in
                  the Territory at its own cost and expense,  all registrations,
                  licenses,  and approvals  required for the import,  sales, and
                  distribution  by  the  Distributor  of  the  Products  in  the
                  Territory.


<PAGE>

                                     - 22 -

         (b)      Specific  Promotion  Efforts.  The  Distributor  shall, at its
                  expense,  distribute sales literature describing the Products,
                  which  the  Company  shall  provide,  promote  the sale of the
                  Products through trade publications,  and exhibit the Products
                  at exhibitions at which products of the same or similar nature
                  are exhibited.  All advertising or promotional  materials,  if
                  any, utilized by the Distributor,  its agents, or employees in
                  conjunction  with the sale of the  Products,  other  than such
                  sales  literature  as is furnished to the  Distributor  by the
                  Company,  shall be approved in writing by the Company prior to
                  its use or dissemination.

         (c)      Follow-up on Leads.  All leads furnished to the Distributor by
                  the Company shall be contacted  within a reasonable time and a
                  report of the  results  of such  contacts  shall be  submitted
                  promptly to the Company. All leads obtained by the Distributor
                  for sales of Products outside the Territory shall be forwarded
                  to the Company.

         (d)      Visits by the Company.  The Company  shall have the right upon
                  reasonable notice to visit and observe the Distributor's place
                  of business and to accompany the  Distributor  during sales or
                  servicing   calls  or  training   sessions   with   customers.
                  Additionally,  the Distributor agrees that the Company may, at
                  any time during reasonable  business hours, review and inspect
                  the service facilities for the Products.

         (e)      Customer  Complaints.  The  Distributor  and the Company  each
                  agree to cooperate  fully in dealing with customer  complaints
                  concerning  the  Products  and to take such  action to resolve
                  such  complaints  as may be requested by the Company.  In this
                  regard, the Distributor and the Company each agree promptly to
                  furnish the other with any information that may be required by
                  the other to comply with any governmental  laws or regulations
                  or that may be required to minimize the potential  impact of a
                  recall of any of the Products.

         (f)      Traceability.  The Distributor shall comply to the best of its
                  ability with any and all traceability  programmes in effect at
                  any time as initiated by the Company.

         (g)      Financial  and  Credit  Information.  If so  requested  by the
                  Company,  the  Distributor  agrees to provide  to the  Company
                  adequate financial  information on a confidential basis and if
                  requested  credit  references,  to assure  the  Company of the
                  Distributor's   ongoing  financial  capacity  to  conduct  its
                  business.

37.2     The parties hereto  acknowledge  that Pure  Technologies  are expert in
acoustic monitoring of failure of tensioned  reinforcements,  including the main
cables  and  suspender  ropes  of  suspension  bridges  and the  stay-cables  of
cable-stayed  bridges.  The  parties  also  acknowledge  that  Fugro  Structural
Monitoring are expert in instrumentation of structures for acceleration, strain,
displacement These two are areas of expertise are exclusive and complementary.

         The Company and the  Distributor  agree not to compete in the technical
specialism of the other,  in the area defined within Clause 2 Territory,  during
the period of this agreement and for a period of two years after the termination
of the agreement


<PAGE>

                                     - 23 -

37.3     To  refrain  from any  expenditure  on behalf of the  Company,  or from
incurring  any  liability in the name of the Company,  without the prior written
consent of the Company.

37.4     To use  its  best  efforts  to  promote,  safeguard,  and  protect  the
interests of the Company,  and the Company's rights to the Products,  consistent
with the best business practices.

38.      Compensation

38.1     Percentage of Sales.

         The  Company  will  pay the  Distributor  compensation  based  upon the
following:

         (a)      For sales  delivered  within the Territory,  based upon orders
                  procured by the Distributor  and/or enquiries  referred to the
                  Company  by the  Distributor,  the  Company  will allow to the
                  Distributor  a discount of twenty  percent (20%) of the normal
                  selling price of the Products.

         (b)      For sales delivered  outside the Territory,  based upon orders
                  procured by the Distributor within the Territory,  ten percent
                  (10%) of the net  collected  prices at which the  Products are
                  sold.

         (c)      For any order which is not  procured by the  Distributor,  but
                  which is delivered  into the  Territory,  five percent (5%) of
                  the net collected prices at which the Products are sold.

         For the purposes of this Section 5.1 "net  collected  prices" means the
amounts actually  received by the Company for the sale of such Products less any
discounts or commissions paid to a third party in respect of such sale.

38.2     Payment.

         The  Compensation to the  Distributor  for each sale under  Sub-section
5.1(b) and 5.l(c) will become owing after  receipt of payment by the Company for
such sale, and will become due and payable at the end of the calendar quarter in
which such payment is received.

39.      Terms of Sales.

39.1     Price of Products.

         The prices at which the  Products are to be sold by the Company will be
fixed by the Company,  subject to change by the Company  from time to time,  and
communicated to the Distributor at periodic intervals.  Such price changes shall
be effective  thirty (30) days after the date of written  notice  thereof to the
Distributor.  Any order or  written  quote  from the  Distributor  received  and
accepted by the  Company  prior to a price  increase  on Products  which are the
subject  of any such  order or  written  quote  shall be shipped at the price in
effect at the time of  acceptance  of such  order or quote by the  Company.  For
purposes of  calculating  the  percentages  described in  Subsections  5.l.b and
5.1.c,  the prices will exclude all  applicable  sales and excise taxes.  In the
event the Company grants discounts based upon quantity purchases or otherwise,


<PAGE>

                                     - 24 -

the percentage compensation to be paid to the Distributor will be based upon the
actual discounted price at which the sale occurs, rather than the normal selling
price.

39.2     Purchase Orders.

         All purchase  orders shall be subject to acceptance by the Company.  No
purchase order shall be binding upon the Company until acceptance by the Company
is communicated to the Distributor.

39.3     Payment Terms.

         The  Distributor  agrees that all purchase orders which it procures for
the Company for direct  shipment to the purchaser  shall be payable by Letter of
Credit or  certified  Rinds,  or other  terms  acceptable  to the  Company.  All
payments  shall be made in United  States  Dollars.  All Products  sold shall be
shipped CIF as defined by INCOTERMS,  1980 edition,  unless  otherwise agreed in
writing.  Purchase  Orders  placed by the  Distributor  on the Company  shall be
payable 60 days from the date of the Company's invoice for the Products.

40.      Delivery of Products.

40.1     Delivery of Products.

         All  Products  will  be  delivered  by c on  carrier  unless  otherwise
specified in the purchase order. The Company will not be liable for any delay in
the  performance of its obligations in the delivery or shipment of the Products,
or for any damage suffered by any purchaser or the Distributor by reason of such
delay,  when such delay is,  directly or indirectly,  caused by or in any manner
arising from fires,  floods,  accidents,  riots, acts of God, war,  governmental
interference,  embargoes, strikes, labor difficulties,  shortage or labor, fuel,
power,  materials,  or supplies,  transportation  delays,  or any other cause or
causes  (whether  or not similar in nature to any of the  foregoing)  beyond the
Company's  control.  All  orders  are  accepted  by the  Company  subject to the
Company's  ability  to obtain the  necessary  raw  materials,  and all orders or
contracts as well as shipments  are subject to government  regulations,  orders,
directives, and restrictions which may be in effect from time to time.

41.      Confidentiality.

41.1     Confidential Information

         Distributor  shall keep  confidential  the  Agreement,  all data,  data
bases,   computer  programs,   marketing  plans  and  information   provided  to
Distributor  by or on behalf of the Company in connection  with the Agreement or
Products and all other confidential and proprietary  information of the Company,
now existing or to be developed in the future (such  information  is intended to
include all information of any kind whatsoever related to the Company's business
which is not generally and publicly known, including information received orally
or by a  confidential  writing  which,  prior  to such  receipt  was  non-public
information  of  such  recipient)  (collectively  the  "Information"),   and  an
Information (including data generated by operation of the Products) developed by
the operation of the Products,  and shall not disclose the Agreement or any such
Information to any person, firm, entity or corporation without the prior


<PAGE>

                                     - 25 -

written  permission of the Company.  Distributor shall be bound by an obligation
of confidence to the Company in respect of any Information or trade secrets.  In
respect of such Information, Distributor shall not:

         (a)      disclose, either directly or indirectly, any such Information,
                  or any part  thereof,  to any  person,  firm,  corporation  or
                  entity  except  as  is   specifically   contemplated  in  this
                  Agreement; and

         (b)      may not use any such Information, or any part thereof, for any
                  purpose  except as is  specifically  contemplated  within this
                  Agreement.

41.2     Trade Secrets.

         Upon the termination of this Agreement for any reason  whatsoever,  the
Distributor  shall  return  all  data,   prospectuses,   advertising,   and  all
Information  concerning  the Products  (including  all software,  copies of test
results and other data accumulated),  and the Distributor shall not make further
use of any of the materials or technical  information,  nor disclose or use such
materials or Information for its own account or on behalf of any other person or
entity. Upon termination of this Agreement for any reason, the Distributor shall
discontinue the use of the Company's trade name, trademark,  labels, copyrights,
patents,  and other advertising media and remove all signs and displays relating
thereto.

42.      Intellectual Property

         No rights are  granted  hereunder  to  Distributor  under any  patents,
copyrights, Information, trademarks or other intellectual property rights except
as are incidental  only to the sale of Products by the Distributor and the right
to use such Products by the  Distributor's  customers.  Whenever the Distributor
shall  make  reference  to  its  relationship  with  the  Company,   whether  in
advertising or otherwise,  the Distributor  shall describe its relationship only
as a  distributor  of the  Products.  Any  other use by the  Distributor  of the
Company's  trade  name,  trademark,  or any  other  trade  names  or  trademarks
associated  with the  Products  must be approved in advance in writing by a duly
authorized  officer of the Company.  The Distributor shall not use any trademark
or trade name of the Company or any variation  thereof,  alone or in combination
with other words,  in connection with any product which has not been supplied by
the company,  or as a part of or in connection with the Distributor's  corporate
or company name. The Distributor  shall not register the Company's trade name or
trademarks or any other trade names or trademarks  associated  with the Products
in  the  Territory.  All  data  generated  from  use  of the  Products  and  any
suggestions, improvements,  enhancements, derivative works or modifications made
to any of the Products or any part there of shall be the property of the Company
including any copyright,  patent or other intellectual  property rights therein.
Distributor shall sign such documents,  assignments or agreements as the Company
may require to protect the Company's rights therein.

43.      Limited Warranty and Limitations.

43.1     The Company  provides to its customers only those warranties set out in
the Company's  form of agreements and subject to the limits on liability set out
in such  agreements.  On a case by case  basis the  Company  may  provide  other
warranty terms or other limits on liability but only if


<PAGE>

                                     - 26 -

previously  authorized by the Company in writing. NO OTHER WARRANTY,  EXPRESS OR
IMPLIED,  INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE, IS MADE.

43.2     The  Company  shall  not have any  liability  of any  kind  under  this
contract  unless  Distributor  notifies the Company of any claimed defect within
the warranty  period  specified in the  Company's  form of agreement as measured
from the date of  delivery.  If a  Product  is to be  returned  to the  Company,
written  authorization  must be obtained  from the  Company,  and the  Company's
shipping  instructions  must be followed.  If the claimed  defect is a result of
misuse,  mishandling,  abnormal  conditions of  application  or storage,  or the
result or  unauthorized  alteration,  the cost of  replacement  and all  related
expenses shall be borne by the Distributor. Any Products returned to the Company
for replacement or refund shall become the property of the Company.

43.3     The  Distributor,  its  agents,  and  employees  sha,11  not  make  any
statement,  representation,  warranty, or advertisement  concerning the Products
which exceed in scope or are different in meaning from the limited  warranty set
forth in Section  10.1.  The  Distributor  shall  indemnify and hold the Company
harmless against any claims, liability,  costs, and expenses of any nature which
the Company may incur as a result of any such activities.

44.      Modification  of Products  and  Labeling.  The  Distributor  shall not,
without  the prior  written  consent of the Company in each  instance  obtained,
modify the Products or any part thereof or modify,  remove, cover, or add to the
labels  affixed by the Company to the Products if requested by the  Distributor,
the Company shall affix foreign  translations  of labels to Product  containers,
and the  Distributor  shall  reimburse the Company for all  reasonable  expenses
incurred as part of such relabelling.

45.      Patent  Infringement.  If a patent  infringement action is commenced or
threatened  against  the  Company  as to one or  more of the  Products,  and the
Company elects to  discontinue  the sale of any such Products in any part of the
Territory,  the Distributor  shall discontinue its efforts to sell such Products
in any such part of the  Territory  immediately  upon receipt of written  notice
thereof from the Company.

46.      Termination.

46.1     The Company may terminate this Agreement by giving forty five (45) days
written notice in the following  events:  (a) Distributor has ceased to function
as a going concern or conduct its operations in the normal course of business as
a distributor,  (b) Distributor enters into suspension of payments, or commences
or becomes the subject  of, any action in  relation to  bankruptcy,  insolvency,
reorganization,   dissolution,   or  winding  up;  (c)  Distributor  has  become
insolvent;  (d)  Distributor  has made a general  assignment  for the benefit of
creditors;  (e)  Distributor  has  attempted  to assign,  convey,  or  otherwise
transfer in whole or in part any of Distributor's  rights hereunder to any third
party without the Company's prior written consent based on  Distributor's  full,
true, and correct disclosure of the proposed transaction to the Company; (f) any
material change in the general management, ownership, or control including sale,
transfer,  or relinquishment  by Distributor of any substantial  interest in the
ownership of the business to be carried on by Distributor  under this Agreement,
unless such changes are approved in advance


<PAGE>

                                     - 27 -

and in writing by the president of the Company; (g) conviction of Distributor or
any principal  officer or manager of Distributor for any crime tending to affect
adversely the ownership or operation of the business;  (h) Distributor  provides
falsified data or information to the Company; or (i) Distributor breaches any of
the  obligations  under Sections 8.1 or 8.2 respecting  Information or Section 9
respecting intellectual property. The Distributor hereby acknowledges that forty
five  (45)  days is a  reasonable  and  adequate  period  of  notice  under  the
circumstances,  including  the  extent  of the  expenditures,  investments,  and
commitments made and to be made by Distributor under this Agreement

46.2     In the event either party commits a material  breach of this  Agreement
and such party fails to remedy such default within sixty (60) days of receipt of
written  notice  thereof from the opposite  party,  the party giving such notice
may, at any time thereafter upon written notice,  terminate this Agreement.  The
Distributor  hereby  acknowledges  that  sixty  (60)  days is a  reasonable  and
adequate period of notice under the  circumstances,  including the extent of the
expenditures,  investments,  and commitments  made and to be made by Distributor
under this Agreement

46.3     Either  party may  terminate  this  Agreement  without  cause  upon the
expiration of a ninety (90) day period after giving  written  notice  thereof to
the other party. The Distributor hereby  acknowledges that ninety (90) days is a
reasonable and adequate period of notice under the circumstances,  including the
extent of the expenditures,  investments, and commitments made and to be made by
Distributor under this Agreement

46.4     In the  event  of  termination  of this  Agreement,  whether  upon  the
expiration  of the term of this  Agreement  or  pursuant  to the  provisions  of
Section 13.1,  13.2, or 13.3, the Company shall not be liable to the Distributor
for  compensation,   reimbursement,  or  damages  on  account  of  the  loss  of
prospective  profits  on  anticipated  sales,  or on  account  of  expenditures,
investments,  leases, employee termination pay, or other commitments or expenses
relating to the business or goodwill or the Distributor.

46.5     Termination  of  this  Agreement  shall  not  relieve  or  release  the
Distributor  from any payments which the  Distributor  may owe the Company under
the terms of this Agreement, including without limitation, payments for Products
delivered to the distributor.

46.6     Acceptance  by the  Company of any orders  from the  Distributor  after
termination of this  Agreement  shall not constitute a renewal of this Agreement
or a waiver of the right of the Company to treat this Agreement as terminated.

46.7     Notwithstanding  anything contained herein to the contrary,  Sections 8
and 9 of this  Agreement  shall survive  termination of this Agreement and shall
remain in full force and effect

47.      Relationship.

         The  Distributor  is an  independent  contractor.  Nothing herein shall
constitute the Distributor as an employee or agent of the Company, nor the legal
representative  of the Company  for any purpose or reason not set forth  herein.
The Distributor  does not have the authority to assume or create any obligation,
express or implied,  on behalf of or in the name of the Company,  or to bind the
Company in any manner whatsoever, except as authorized in writing


<PAGE>

                                     - 28 -

by the Company.  The Distributor shall be solely  responsible for the operations
of its business and all costs incurred in such  operations,  solely  responsible
for any injury,  liabilities, or damage incurred in the conduct of its business,
for complying with all laws and regulations of the nation,  state, and political
subdivision  in which it transacts its business,  and shall bear all expenses in
connection therewith. It is the express intent of the parties, pursuant to their
right to freedom of contract,  that this Agreement  shall govern the obligations
of each to the other and the right of each resulting from such  relationship and
that  no  Ordinance,  Regulation  or any  other  law  purporting  to  alter  the
relationship  between  the Company and the  Distributor,  presently  in force or
hereafter  enacted,  may apply to the rights and  obligations of and between the
parties under this  Agreement.  The rights and obligations of the parties in the
event of termination of this Agreement have been  separately  bargained for, and
are intended by both parties to be in lieu of any rights or obligations  arising
under  any  Ordinance,  Regulation  or any  other  law  purporting  to alter the
relationship of the parties.

48.      Compliance with Law. The  Distributor  shall comply with all prevailing
laws  and   regulations  of  the  Territory   pertaining  to  the   importation,
distribution,  sales, promotion,  and marketing of the Products in the Territory
and in any manner otherwise  pertaining to performance by the Distributor of its
obligations  under this Agreement.  The Distributor shall accept and assume full
responsibility for any and all civil or criminal  liabilities and costs that may
be assessed as a result of the Distributor's performance of Distributor's duties
under this  Agreement,  and shall hold  harmless and defend the Company from and
against  any and all fines,  damages,  levies,  costs,  and  judgment  which the
Company may be required to pay as a result of the  Distributor's  performance of
its duties thereunder in violation thereof.

49.      Miscellaneous Provisions.

49.1     Controlling  Law. This Agreement is made with reference to and shall be
construed in accordance  with the laws of the England.  The Parties  acknowledge
and agree that this  Agreement  shall not be subject  to the  provisions  of the
United Nations Convention on Contracts for the International Sale of Goods.

49.2     Arbitration. Any disputes or controversies arising under this Agreement
shall be determined  by binding  arbitration  in  accordance  with the rules and
procedures for arbitration in England,  which  arbitration shall be conducted in
London England Each party shall bear its own costs of the  arbitration and shall
pay one  half  cost of the  costs  of the  establishment  and  operation  of the
arbitration tribunal.

49.3     Notices. All notices,  request, demands, and other communications given
under this  Agreement  shall be in English  and shall be in writing and shall be
deemed to have been duly given at the time of delivery, if personally delivered,
or seventy-two  (72) hours after delivery to an appropriate  courier service and
addressed to the parties at the addresses  set forth  beneath  their  respective
signatures  or at such  other  address as a party may  designate  at any time in
writing by notice to the other in accordance with this Subsection 16.3.

49.4     Waiver and  Modification.  The  failure of either  party at any time to
require strict  performance of any provision of this Agreement  shall not in any
manner  affect the right of such party at a later time to enforce  the same.  No
waiver by either party of the breach of any term or


<PAGE>

                                     - 29 -

covenant  contained in this Agreement  shall be deemed to be a release or affect
any liability  resulting from such breach.  No waiver of any nature,  whether by
conduct,  course of dealing, or otherwise, in any one or more instances shall be
deemed  to be or  construed  as a  continuing  waiver of any such  condition  or
breach,  or as a waiver of any  other  condition  or of any other  breach of any
other term or covenant of this Agreement.

49.5     Severability. If any provision of this Agreement is held and determined
to be invalid by any  arbitrator  or court  interpreting  such  provision,  such
arbitrator or court shall be entitled to modify or otherwise reduce the scope or
effect  of  such  offending  provision,  and to  enforce  such  provision  as so
modified,  provided that such modification does not materially modify the intent
of the  parties  in  entering  into this  Agreement.  If any  provision  of this
Agreement  cannot be so modified  without  offending  the intent of the parties,
such provision shall be deemed to be null and void, and the remaining provisions
of this  Agreement  shall  remain in full],  force and effect as if such invalid
provision had not been included in the Agreement

49.6     Successors in Interest.  This Agreement shall be binding upon and inure
to the benefit of the successors,  heirs, assigns, and personal  representatives
of the parties.

49.7     Assignment.  The  Distributor  may not assign or sublicense  any of its
rights or obligations under this Agreement, nor shall the Distributor appoint or
designate any subdistributor of the Products,  without the prior written consent
of the Company,  which  consent may be granted or withheld for any reason or for
no reason in the sole and  exclusive  judgment  of the  Company.  Any  attempted
assignment, appointment, or designation without the prior written consent of the
Company shall be null and void.

49.8     Entire Agreement.  This Agreement contains the entire agreement between
the parties with respect to the subject matter of this  Agreement.  There are no
representations,  warranties,  understandings,  or  agreements  other than those
expressly set forth herein.  Time is expressly  declared to be of the essence of
this Agreement

49.9     Execution  by  Counterpart.  Agreement  may be executed  separately  or
independently  in any  number of  counterparts,  each and all of which  together
shall be deemed to have been executed  simultaneously and for all purposes to be
one agreement

49.10    Captions.  The  respective  captions of the  Sections  are inserted for
convenience  of  reference  only and shall not be deemed to modify or  otherwise
affect in any respect any of the provisions hereof.


<PAGE>

                                     - 30 -

49.11    Attorneys'  Fees.  In the event  either  party  retains an  attorney to
enforce any of the provisions of this Agreement,  the  substantially  prevailing
party shall be  entitled to  reasonable  attorneys'  fees from the other  party,
including  fees  incurred in both trial or appellate  courts,  or fees  incurred
without suit, and all court and accounting costs.

DATED the day and year first above written.

                                       PURE TECHNOLOGIES INC.

                                       Per: "J. Elliott"
                                           -------------------------------------

                                       Address:   #1050, 340 - 12 th Avenue S.W.
                                                  Calgary, Alberta T2R 1L5


                                       FUGRO LIMITED

                                       Per: "David Youdan"
                                           -------------------------------------

                                       Address:   #18 Frogmore Road
                                                  Hemel Hempstead
                                                  Hertfordshire, England
                                                  HP3 9RT