Exhibit 10.2

                                LICENSE AGREEMENT

      THIS Agreement,  dated May 4, 2000, is between Kenside Investments Limited
("Licensor"),  a company  incorporated in the British Virgin Islands,  and Alloy
Steel International,  Inc. ("Licensee"),  a Delaware (U.S.) corporation having a
principal place of business  located at 42 Mercantile Way Malaga,  P.O. Box 3087
Malaga D C 6945, Western Australia.

                                    RECITALS

A.    Licensor owns certain Patent Rights and  Technology  Rights related to the
      Arcoplate Process.

B.    Licensor desires to have the Patent Rights and Technology Rights developed
      and used for the benefit of Licensee.

C.    Licensee  wishes to obtain from  Licensor an exclusive  license to develop
      and market the  Arcoplate  Process  and  commercially  exploit the Patents
      worldwide,   excluding  the  United   States,   and  the  right  to  grant
      sub-licenses.

NOW,  THEREFORE,  in  consideration  of the mutual covenants and premises herein
contained, the parties agree as follows:

1.    EFFECTIVE DATE

      This Agreement is effective May 4, 2000 ("Effective Date").

2.    DEFINITIONS

      As  used  in  this  Agreement,  the  following  terms  have  the  meanings
indicated:

      2.1   "Affiliate"  means  any  business  entity  more  than  50%  owned by
            Licensee,  any business entity which owns more than 50% of Licensee,
            or any  business  entity  that is more than 50% owned by a  business
            entity that owns more than 50% of Licensee.

      2.2   "Licensed Field" means  Technology  Rights,  as defined herein,  and
            Particulars  of  Patents  and Patent  Applications,  as set forth in
            Schedule A, annexed hereto.

      2.3   "Methods" means information contained in test reports, operating and
            testing procedures,  shop practices,  instruction  manuals,  bill of
            materials, tables of operating conditions and the like including all
            other know how and confidential  information  whatsoever relating in
            any way to the Arcoplate Process, including, but not limited to, the
            right to use certain technologies  associated with the foregoing:

            1.    Methods  of   hardening,   heating,   cooling  and   providing
                  uniformity and stress relief;

            2.    Methods of bonding;

            3.    Computer control and quality supervision;

            4.    Composition  of powder alloy  constituents  comprising the raw
                  alloy powder used as the medium in the  Arcoplate  Process for
                  the manufacture of products

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                  using the Arcoplate Process; and

            5.    Details of the  metallurgical and chemical formula utilized to
                  manufacture products through the Arcoplate Process.

      2.4   "Licensed Product" means any product sold by Licensee comprising the
            Arcoplate Process pursuant to this Agreement.

      2.5   "Arcoplate  Process" means inventions and discoveries covered by the
            Patent Rights or Technology Rights within Licensed Field.

      2.6   "Licensed Territory" means worldwide, excluding the United States.

      2.7   "Net Sales" means the gross  revenues  received by Licensee from the
            Sale of Licensed Products less sales and/or use taxes actually paid,
            import and/or export duties actually paid,  outbound  transportation
            prepaid or allowed,  and amounts  allowed or credited due to returns
            (not to exceed the original billing or invoice amount).

      2.8   "Patent   Rights"  means   Licensor's   rights  in   information  or
            discoveries covered by patents and/or patent  applications,  whether
            domestic   or   foreign,    and   all   divisions,    continuations,
            continuations-in-part,   reissues,   reexaminations   or  extensions
            thereof, and any letters patent that issue thereon,  which name Gene
            Kostecki as either  sole or joint  inventor  ("Inventor")  and which
            relate to the manufacture, use or sale of Arcoplate.

      2.9   "Sale or Sold"  means the  transfer  or  disposition  of a  Licensed
            Product for value to a party other than Licensee.

      2.10  "Technology   Rights"   means   Licensor's   rights   in   technical
            information, know-how, processes, procedures, compositions, devices,
            methods,  formulas,   protocols,   techniques,   software,  designs,
            drawings or data created by Gene Kostecki, either solely or jointly,
            which are not covered by Patent  Rights but which are  necessary for
            practicing the invention covered by Patent Rights.

3.    WARRANTY

      3.1   Licensee  understands  and  acknowledges  that  Licensor,   by  this
            Agreement,  makes no representation as to the operability or fitness
            for  any  use,  safety,  efficacy,   ability  to  obtain  regulatory
            approval,  patentability,  and/or breadth of the Arcoplate  Process.
            Licensor,  by this  Agreement,  also makes no  representation  as to
            whether  there are any patents now held,  or which will be held,  by
            others or by Licensor in the Licensed Field,  nor does Licensor make
            any representation that the inventions contained in Patent Rights do
            not  infringe  any  other  patents  now held or that will be held by
            others or by Licensor.

      3.2   Licensee,  by execution hereof,  acknowledges,  covenants and agrees
            that it has not been  induced in any way by  Licensor  to enter into
            this Agreement,  and further warrants and represents that (i) it has
            conducted  sufficient  due  diligence  with respect to all items and
            issues pertaining to this Article 3 and all other matters pertaining
            to this  Agreement;  and (ii)  Licensee has adequate  knowledge  and
            expertise, or has utilized knowledgeable and expert consultants,  to
            adequately conduct the due diligence, and agrees to accept all risks
            inherent herein.

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4.    LICENSE

      4.1   Licensor   hereby  grants  to  Licensee  an  exclusive   license  to
            manufacture,  have  manufactured,  market,  distribute  and/or  sell
            Licensed  Products  within  the  Licensed  Territory  for use within
            Licensed Field.  This grant is subject to the payment by Licensee to
            Licensor of all consideration as provided herein.

      4.2   Licensee  may extend the  license  granted  herein to any  Affiliate
            consistent with this Agreement.

      4.3   Licensee may grant sub-licenses consistent with this Agreement.

5.    INSTRUCTION IN METHODS

      5.1   At the request of Licensee,  Licensor  will arrange for the personal
            instruction in the Methods by a qualified person on the staff of the
            Licensor for the training of trainees of Licensee at the premises of
            Licensee.

      5.2   The  Licensor's  obligation  to send  skilled  persons  to  Licensee
            whether  for the  purpose  of  assisting  in  start-up  or to render
            assistance at Licensee's premises after start-up shall be limited to
            such  reasonable  number of persons of such rank as to cause minimum
            interference with the Licensor's  operations and current commitments
            consistent with satisfying the reasonable needs of Licensee.

      5.3   Licensee's trainees will be given adequate  opportunity to study the
            Methods and Patent  Rights and will be  permitted  to make notes and
            sketches.

      5.4   For each  person sent by Licensor  for the  purposes of  instruction
            and/or assistance to the premises of Licensee, Licensee shall pay to
            Licensor  for the period of his absence from  Licensor's  premises a
            sum to cover such  person's  salary and  pension  contribution,  the
            value of "fringe" or other  benefits,  and expenses  attributable to
            the  visit  including  travel,  accommodation,  food and  incidental
            expenses.

      5.5   The Methods shall remain the property of Licensor.

6.    PAYMENTS AND REPORTS

      6.1   In  consideration  of rights  granted by Licensor to Licensee  under
            this Agreement, Licensee will pay Licensor the following:

            A.    A sum equal to 2% of Net Sales for the Licensed  Products sold
                  by Licensee, calculated at the end of each Quarter and payable
                  within fifteen (15) days of the end of the relevant Quarter by
                  electronic  bank  transfer  (or by any  other  means  mutually
                  agreed upon) to the  designated  account of Licensor,  without
                  deduction for the cost of transmission; and

            2.    A sum  calculated in accordance  with clause 6.1(A) in respect
                  to the Net Sales derived by every sub-licensee of Licensee.

      6.2   During  the  Term  of  this  Agreement  and  for 1 year  thereafter,
            Licensee agrees to keep complete and accurate records of its and its
            sub-licensees'  Sales and Net Sales of Licensed  Products  under the
            license granted in this Agreement in sufficient detail to

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            enable the sums payable hereunder to be determined.  Licensee agrees
            to permit Licensor or its representatives, at Licensor's expense, to
            periodically examine its books,  ledgers, and records during regular
            business  hours for the  purpose of and to the extent  necessary  to
            verify any report required under this Agreement.

      6.3   Sales  to  any  Affiliate  of  Licensee  of  the  Licensed  Products
            manufactured  by  Licensee  shall  not be deemed to be sales for the
            purposes  of the  calculation  of sums  due  hereunder  unless  such
            associated  company uses the Licensed Product  commercially in which
            case they shall be deemed  sales at the price at which the  Licensed
            Products  are  currently  sold  by  Licensee  to  other  persons  in
            transactions  negotiated  at  arm's  length.  Provided  that if such
            associated  company or Affiliate  resells the  Licensed  Products to
            third  parties on which  payments to the Licensor  have been made, a
            sum on such sales shall be payable to the Licensor calculated on the
            sales  price  due  to  such  associated   company  or  Affiliate  as
            hereinbefore  provided for sales in the ordinary  course of business
            by Licensee.

7.    COMMON STOCK: EQUITY OWNERSHIP

      7.1   In  consideration  of the rights  granted to Licensee by Licensor in
            this  Agreement,  Licensee will,  upon execution of this  Agreement,
            issue Licensor  4,760,000 fully paid,  non-assessable  shares of its
            common stock, at $0.01par value. The stock certificates representing
            the shares  issuable upon exercise of the purchase right hereof will
            bear a  restrictive  legend  indicating  that  such  shares  are not
            registered under the Securities Act of 1933, as amended (the "Act"),
            and  none  of  such  securities  may  be  offered,   sold,  pledged,
            hypothecated,  assigned  or  transferred  except (i)  pursuant  to a
            registration  statement under the Act which has become effective and
            is current with  respect to such  securities  or (ii)  pursuant to a
            specific  exemption from registration  under the Act but only upon a
            Holder hereof first having  obtained the written  opinion of counsel
            to the Company.

8.    TERM AND TERMINATION

      8.1   The term of this  Agreement  is from the  Effective  Date and  shall
            continue in force for 25 years thereafter. Licensee shall have three
            options to extend this Agreement for further terms of ten (10) years
            each on the same terms as this Agreement  (other than this option to
            extend) if the Licensee  gives written notice of intention to extend
            at least 120 days in advance of the end of the initial period or the
            extended  period as applicable and there is no unremedied  breach of
            this  Agreement by the Licensee at the end of the initial  period or
            the extended period as applicable.

      8.2   This Agreement will earlier terminate:

            A.    automatically if Licensee becomes bankrupt or insolvent and/or
                  if the  business  of  Licensee  is  placed  in the  hands of a
                  receiver,  assignee,  or trustee,  whether by voluntary act of
                  Licensee or otherwise; or

            B.    upon 30 days written notice from Licensor if Licensee breaches
                  or defaults on its  obligation  to make  payments  (if any are
                  due) or reports,  in  accordance  with the terms of Article 6,
                  unless,  before  the end of the 30 day  period,  Licensee  has
                  cured the default or breach and so notifies Licensor,  stating
                  the

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                  manner of the cure; or

            C.    upon 45 days written  notice if Licensee  breaches or defaults
                  on any other obligation under this Agreement,  unless,  before
                  the end of the 45 day period,  Licensee  has cured the default
                  or breach or  commencing to cure such default or breach is not
                  capable of being  cured  during  such  period and so  notifies
                  Licensor, stating the manner of the cure; or

            D.    at any time by mutual written  agreement  between Licensee and
                  Licensor,  upon 180 days  written  notice to all  parties  and
                  subject to any terms herein which survive termination.

      8.3   If this Agreement is terminated  for any cause,  nothing herein will
            be construed to release either party of any obligation matured prior
            to the effective date of the termination;

9.    INFRINGEMENT BY THIRD PARTIES

      9.1   Licensor,  at its own expense,  must enforce any patent  exclusively
            licensed  hereunder  against   infringement  by  third  parties.  If
            Licensor  does not file suit  against a  substantial  infringer of a
            patent within six (6) months of knowledge thereof, then Licensee may
            enforce  any  patent  licensed  hereunder  on behalf  of itself  and
            Licensor.  However,  in the event that damages are obtained in favor
            of each of the  parties  or in  favor  of  Licensor  in a sum  which
            includes  losses  suffered  by  Licensee  in  any  such  action  for
            infringement, they shall share the costs of such action in so far as
            they are not fully recovered from the infringer in the proportion in
            which  they  share  the  said   damages.   If  the  award  does  not
            discriminate  between  the parties on the matter of damages or costs
            and either  party can show that the losses  which it  suffered  from
            such  infringement  exceeded the losses of the other party, it shall
            be entitled to a proportionately  higher share of the damages on its
            agreeing to bear a  proportionately  higher  share of the costs.  In
            this paragraph, expense or expenditure means only reasonable expense
            or expenditure on fees for legal representation, for the services of
            patent agents and reasonable incidental matters.

      9.2   In any infringement suit or dispute,  the parties agree to cooperate
            fully  with each  other.  At the  request  and  expense of the party
            bringing  suit,  the other party will permit  access to all relevant
            personnel,  records, papers, information,  samples, specimens, etc.,
            during regular business hours.

      9.3   If Licensor and Licensee  agree or are advised by counsel that prior
            to the  institution  of  proceedings  for  infringement  the  patent
            specification should be amended, Licensor shall, at its own expense,
            apply to amend the  specification.  The amendments  shall be jointly
            agreed by the  parties  and their  legal  advisors  and  approved by
            patent counsel whose fees shall be shared equally by the parties.

10.   ASSIGNMENT

      Except in  connection  with the sale of  substantially  all of  Licensee's
      assets to a third party,  this  Agreement  may not be assigned by Licensee
      except by an  affiliate  without the prior  written  consent of  Licensor,
      which will not be unreasonably withheld.

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11.   PATENT MARKING

      Licensee must permanently and legibly mark all products and  documentation
      manufactured  or sold by it under this  Agreement  with a patent notice as
      may be permitted or required under Title 35, United States Code.

12.   INDEMNIFICATION

      Licensee agrees to hold harmless and indemnify  Licensor and its officers,
      employees  and agents from and against any claims,  demands,  or causes of
      action  whatsoever,  including without limitation those arising on account
      of any  injury or death of  persons  or damage to  property  caused by, or
      arising out of, or resulting from, the exercise or practice of the license
      granted   hereunder  by  Licensee,   its  Affiliates  or  their  officers,
      employees, agents or representatives.

13.   CONFIDENTIAL INFORMATION AND PUBLICATION

      13.1  Licensor and Licensee each agree that all  information  contained in
            documents  marked  "confidential"  and forwarded to one by the other
            (i) be  received  in  strict  confidence,  (ii) be used only for the
            purposes  of this  Agreement,  and  (iii)  not be  disclosed  by the
            recipient party,  its agents or employees  without the prior written
            consent of the other party,  except to the extent that the recipient
            party can establish competent written proof that such information:

            A.    was in the public domain at the time of disclosure;

            B.    later  became  part of the  public  domain  through  no act or
                  omission  of the  recipient  party,  it's  employees,  agents,
                  successors or assigns;

            C.    was lawfully disclosed to the recipient party by a third party
                  having the right to disclose it;

            D.    was  already  known  by the  recipient  party  at the  time of
                  disclosure;

            E.    was independently developed by the recipient; or

            F.    is required by law or regulation to be disclosed.

      13.2  Each party's  obligation of confidence  hereunder shall be fulfilled
            by using at least the same  degree  of care  with the other  party's
            confidential  information as it uses to protect its own confidential
            information.  This obligation shall exist while this Agreement is in
            force and for a period of three (3) years thereafter.

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14.   PATENTS AND INVENTIONS

      14.1  If after  consultation  with  Licensee,  both  parties  agree that a
            patent  application should be filed for the Arcoplate process and/or
            identified aspects of the Arcoplate  Process,  Licensor will prepare
            and file the appropriate patent applications,  and Licensor will pay
            the  cost  of  searching,   preparing,   filing,   prosecuting   and
            maintaining  same.  If Licensor  notifies  Licensee that it does not
            intend to pay the cost of an  application,  or if Licensor  does not
            respond or make an effort to agree with Licensee on the  disposition
            of  rights  in the  subject  invention,  then  Licensee  may file an
            application  at its own expense and Licensor  will have no rights to
            the invention.  Licensor will provide  Licensee a copy of any patent
            application,  as well as copies of any  documents  received or filed
            with the respective patent office during the prosecution thereof.

      14.2  During the term of the Agreement, Licensor shall procure the payment
            of all renewal fees,  registration fees and the carrying out of such
            acts and things as may be  necessary  to  maintain  the  Patents and
            shall,  if  requested,  produce to  Licensee  the  receipt  for such
            renewal  fees or other  evidence  of  renewal  at least one (1) week
            prior to the last day for renewing such patents and in default shall
            recognize  the right of  Licensee to pay the same and to be credited
            with the cost thereof.

      14.3  Licensor agrees and undertakes, during the term of the Agreement:

            a.    not to allow any Patent or  Application  to be abandoned or to
                  lapse; and

            b.    not to allow the specification of any Patent or Application to
                  be amended  or  re-filed  within  the scope of this  agreement
                  without the consent of the other party, but such consent shall
                  not be unreasonably withheld or delayed.

15.   GOVERNING LAW

      15.1  The terms and  provisions  herein  contained and all the disputes or
            claims relating to this Agreement shall be governed by,  interpreted
            and  construed in  accordance  with the internal  laws of the United
            States of America and the State of New York,  without  reference  to
            its conflict of laws principles.

16.   GENERAL

      16.1  This Agreement constitutes the entire and only agreement between the
            parties for the Arcoplate Process and all other prior  negotiations,
            representations,   agreements,  and  understandings  are  superseded
            hereby. No agreements altering or supplementing the terms hereof may
            be made except by a written document signed by both parties.

      16.2  Any notice  required  by this  Agreement  must be given by  prepaid,
            first class, certified mail, return receipt requested, at such other
            addresses  as may be given from time to time under the terms of this
            notice provision.

      16.3  Licensee and Licensor must comply with all applicable federal, state
            and local laws and  regulations  in connection  with its  activities
            pursuant to this Agreement.

      16.5  Failure of  Licensor  and/or  Licensee to enforce a right under this
            Agreement  will not act as a waiver of that right or the  ability to
            later  assert  that  right  relative  to  the  particular  situation
            involved.

      16.6  Headings are included herein for  convenience  only and shall not be
            used to construe

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            this Agreement.

      16.7  If any  part  of  this  Agreement  is for  any  reason  found  to be
            unenforceable, all other parts nevertheless remain enforceable.

IN  WITNESS   WHEREOF,   parties  hereto  have  caused  their  duly   authorized
representatives to execute this Agreement.

Kenside Investments Limited                Alloy Steel International, Inc.

By _________________________________       By___________________________________

Name:_______________________________       Name:________________________________

________________________________________________________________________________