Exhibit 10.2

                   RESEARCH AND DEVELOPMENT SERVICES AGREEMENT
                   -------------------------------------------
                                     CANADA
                                     ------

THIS  AGREEMENT  dated  for  reference and made with effect from the 21st day of
September,  2000  (the  "Effective  Date")

AMONG:

          THERMO ENZYME  PRODUCTS  INC., a British  Columbia  Company having its
          -----------------------------
          registered  and  records  office  at Suite  1880 - 1055  West  Georgia
          Street, PO Box 11122, Vancouver, British Columbia V6E 3P3

          (the  "Consultant")

AND:

          DURO ENZYME  SOLUTIONS  INC.,  a  Corporation  formed under the Canada
          ----------------------------
          Business  Corporations Act having a business address at 8412 Armstrong
          Road, Langley, British Columbia V1M 3P5

          (the "Company")

AND:

          DURO ENZYME PRODUCTS INC., a Corporation  formed under the laws of the
          -------------------------
          State of Nevada  having an address  at 101  Convention  Center  Drive,
          Suite 1200, Las Vegas, Nevada 89109

          (the "Parent")


RECITALS:

A.     The  Company  has agreed to retain the services of the Consultant, as the
Company's  prime  supplier,  to  provide  research,  development  and  related
consulting services to the Company, as described in Schedule "A" attached hereto
and hereinafter defined as the Services and the Consultant agrees to provide the
Services  to  the Company, in accordance with the terms and conditions contained
herein;

B.     The Company is a wholly-owned subsidiary of the Parent and the Parent has
entered  into  this  Agreement  to  assure  the  Company's  performance  of this
Agreement  together  with  the  Company;

C.     The  Consultant  is  an independent contractor and is not an employee of,
partner  or  joint  venturer  with  the  Company;

D.     The  Company has also requested that the Consultant enter into reasonable
confidentiality  provisions,  and the Consultant has agreed to do so, to specify
the  obligations of confidentiality which the Consultant has agreed to accept as
a  condition  of  the  Consultant  being  engaged  to  perform  the  Services.


<PAGE>
THIS  AGREEMENT  WITNESSES THAT in consideration of the premises, and other good
and  valuable  consideration,  the  receipt  and  sufficiency of which is hereby
acknowledged,  the  parties  agree  as  follows:

                                    ARTICLE 1
                         DEFINITIONS AND INTERPRETATION

1.1     DEFINITIONS
        -----------

     In  this Agreement, including the recitals and any schedules, the following
words  and  expressions have the following meanings unless the context otherwise
requires:

     (a)  "Confidential  Information"  means all  information  or data which may
          before  or  after  the  date of this  Agreement  be  delivered  to the
          Consultant  by the Company or by any affiliate of the Company or which
          may otherwise come within the knowledge of the Consultant or which may
          be developed by the  Consultant or any  subsidiary or affiliate of the
          Consultant  or any  employee  of any of them in  connection  with  the
          Services  or from any of the other  Confidential  Information  and all
          documents  delivered by the Company or any affiliate of either of them
          which are marked as confidential or as proprietary information.

     (b)  "Services"  means all services  which the  Consultant may provide from
          time to time for the  Company  including,  without  limitation,  those
          provided in Schedule "A" hereto. In connection with such services, the
          Consultant  may supply  ancillary  services,  work-product  or related
          goods or materials,  tangible or intangible,  and the term  "Services"
          shall also comprise all such matters and items.

1.2     ENTIRE  AGREEMENT
        -----------------

     This  Agreement  supersedes  all  previous invitations, proposals, letters,
correspondence,  negotiations,  promises,  agreements,  covenants,  conditions,
representations  and  warranties  with  respect  to  the  subject matter of this
Agreement.  There  is  no representation, warranty, collateral term or condition
affecting this Agreement for which any party can be held responsible in any way,
other  than  as  expressed  in  writing  in  this  Agreement.

1.3     AMENDMENTS
        ----------

     No  change  or modification of this Agreement will be valid unless it is in
writing  and  signed  by  each  party  to  this  Agreement.

1.4     INVALIDITY  OF  PARTICULAR  PROVISION
        -------------------------------------

     It  is  intended that all of the provisions of this Agreement will be fully
binding  and  effective  between  the parties.  In the event that any particular
provision  or  provisions or a part of one or more is found to be void, voidable
or  unenforceable  for  any  reason whatsoever, then the particular provision or
provisions or part of the provision will be deemed severed from the remainder of
this  Agreement.  The other provisions of this Agreement will not be affected by
the  severance  and  will  remain  in  full  force  and  effect.


                                                                             -2-
<PAGE>
1.5     GOVERNING  LAW
        --------------

     This  Agreement  will  be  governed by and construed in accordance with the
laws  of  the  Province of British Columbia and the laws of Canada applicable in
such  Province,  except without resort to the laws of such Province with respect
to  conflicts  of  law.

                                    ARTICLE 2
                                  REMUNERATION

2.1     REMUNERATION
        ------------

     The  remuneration  of the Consultant shall be at the rates and on the terms
specified  in Schedule "B" hereto.  As required by applicable law throughout the
Term,  in  addition  to all amounts payable by the Company under this Agreement,
upon such remuneration with respect to the Services or with respect thereto, the
Company  shall also pay and be responsible for (as the Consultant may direct and
require  from  time  to  time)  all Social Services Tax, Goods and Services Tax,
Harmonized  Sales  Tax  and  all  other  sales,  use,  commodity,  transaction,
value-added  and  all  other  such  taxes,  as applicable.  Without limiting the
foregoing  provisions,  the  Company acknowledges and agrees that it is intended
that  such  remuneration  described above, the expenses described in section 2.2
and  all  other  remuneration,  expenses,  costs,  charges,  outlays  shall  be
completely net, except as shall be otherwise provided in the specific provisions
contained  in  this  Agreement, and that the Consultant shall not be responsible
during  the  Term  for  any  costs, charges, expenses, and outlays of any nature
whatsoever arising from or relating to the goods or Services supplied under this
Agreement  and  the  Company pay, indemnify and hold the Consultant harmless for
and  with respect to all charges, impositions and costs of every nature and kind
relating  to this Agreement whether or not referred to herein and whether or not
within  the  present  contemplation  of  the  Consultant  and  the  Company.

2.2     EXPENSES
        --------

     The  Consultant  shall  be  reimbursed  for  all  reasonable  out-of-pocket
expenses,  costs,  charges  or  outlays  (collectively, "expenses") actually and
properly  incurred  by  it in connection with its duties hereunder provided that
the  Consultant first furnishes statements and vouchers for all such expenses to
the  Company.  As  an  agreed  reasonable  administrative, overhead and handling
charge,  in  addition  to the actual amount of such expenses to be reimbursed as
set  out in the immediately preceding sentence, the Consultant shall be entitled
to  mark up any or all of such expenses, at its discretion from time to time, by
an  additional  15%.   Accordingly, the Company shall pay the Consultant 115% of
such  expenses,  as  the  Consultant  requires.  Unless  otherwise  specifically
provided  in Schedule "B", the Consultant will be also reimbursed by the Company
for  all reasonable expenses necessarily and actually incurred by the Consultant
in  the  performance  of  the  Services.  The  Consultant will from time to time
submit  to the Company detailed invoices and supporting documentation acceptable
to  the  Company, acting reasonably. The Consultant will invoice the Company for
such  expenses.  All such invoices will be payable by the Company within 30 days
of  the  date  of  each  such  invoice.

2.3     CONSULTANT  NOT  EMPLOYEE
        -------------------------


                                                                             -3-
<PAGE>
     The  parties  agree that the Consultant and employees of the Consultant are
not  employees of the Company and, as such, save as required by law, there shall
be  no  deductions  for  any  statutory  withholdings such as income tax, Canada
Pension  Plan,  Employment  Insurance  or  Workers'  Compensation.

2.4     STATUTORY  WITHHOLDINGS
        -----------------------

     The  Consultant  agrees to make and remit all statutory withholdings as may
be  required  by it in respect of the Consultant's employees, if any, who may be
involved  in performance of the Services for the Company.  At the request of the
Company,  the  Consultant  shall provide to the Company satisfactory evidence of
such  statutory  withholdings  having  been  made.

2.5     NO  PARTNERSHIP
        ---------------

     This  Agreement  will  not  be  construed  as creating a partnership, joint
venture  or  agency  relationship between the parties or any other form of legal
association  which  would impose liability upon one party for any act or failure
to  act  by  the  other  party.

2.6     CHOICES  OF  SUPPLIER
        ---------------------

     Throughout  the  Term,  the  Company  hereby appoints the Consultant as the
Company's sole and exclusive supplier of the Services.  With respect to each and
every  opportunity  to supply or provide, directly or indirectly, such Services,
the  Company  grants  to  the  Consultant the first opportunity and a continuing
right  of  first  refusal  to  so supply or provide the Services, throughout the
Term.

                                    ARTICLE 3
                                 CONFIDENTIALITY

3.1     GENERAL  OBLIGATION  OF  CONFIDENTIALITY
        ----------------------------------------

     The  Consultant  acknowledges  that  the  Confidential Information consists
entirely  of  information  and  knowledge which is the exclusive property of the
Company  or its subsidiaries and affiliates or persons from whom the Company has
obtained  its  rights.  The  Consultant  will treat the Confidential Information
obtained  by  it  in  strict  confidence  and will not disclose the Confidential
Information  made  available  to  it unless otherwise required by law, except as
previously approved in writing by the Company.  The Consultant will protect such
Confidential Information from disclosure by exercising a standard of care as may
reasonably  be  expected  to  preserve  its secret and confidential nature.  All
documents  containing  Confidential Information are the property of the Company.
Without  limiting  the  generality  of  the  foregoing,  the  Consultant  hereby
transfers  to the Company (forever, royalty-free and free and clear of all other
charges,  liens,  encumbrances  and all other claims whatsoever) the entirety of
the  property  rights in all documents and storage media of every kind which now
or  hereafter  may  contain  the  Confidential  Information.

3.2     USE  OF  CONFIDENTIAL  INFORMATION
        ----------------------------------

     The  Consultant  will  not use the Confidential Information for any purpose
other  than  as  contemplated  by  this  Agreement.

3.3     PROHIBITION  ON  COPYING
        ------------------------

     The  Consultant  will  not  copy,  modify  or  part  with  the Confidential
Information  except  with  the  written approval of the Company, except that the
Consultant  is  permitted  to  make  a  reasonable  number  of  copies  of  the
Confidential Information for the specific purposes authorized by this Agreement.
All  such  copies  remain  the  sole  property  of  the  Company.


                                                                             -4-
<PAGE>
3.4     OFFICERS  AND  EMPLOYEES
        ------------------------

     The  Consultant  may disclose the Confidential Information only to those of
its  officers,  employees  and sub-contractors whose duties require them to know
the  same.  The  Consultant  will  notify  such  officers,  employees  and
sub-contractors  of  the obligations contained in this Agreement with respect to
confidentiality  and  restrictions on its use.  If requested by the Company, the
Consultant  will  require  such  officers, employees and sub-contractors to whom
Confidential  Information  is disclosed to execute and to deliver to the Company
the  written  agreement  of each such officer, employee and sub-contractor to be
bound  personally  by  all  of  the terms and conditions of this Agreement, such
agreement  to  be  in  a  form  and on terms satisfactory to the Company, acting
reasonably.  The Consultant will require and direct such officers, employees and
sub-contractors  to  exercise  a  standard  of  care  sufficient to preserve the
confidential  nature  of  the  Confidential  Information.

3.5     EXCEPTIONS
        ----------

     Any  obligations specified in this Article will not apply to the following:

     (a)     any  information  which  is  presently  in  the  public  domain;

     (b)     any  information  which  subsequently  becomes  part  of the public
             domain through no fault of the Consultant or any officer, director,
             employee or agent of  the  Consultant;  or

     (c)     any  information  which  is  required to be disclosed by a court or
             authority  of  competent  jurisdiction.

3.6     INJUNCTIVE  RELIEF
        ------------------

     The Consultant acknowledges that irreparable harm may result to the Company
if  the  Consultant breaches its obligations under this Article.  The Consultant
acknowledges  that  such a breach may not properly be compensated by an award of
damages.  Accordingly,  the  remedy for any such breach may include, in addition
to other available remedies and damages, specific performance, injunctive relief
or  other  equitable relief enjoining such breach at the earliest possible date.

                                    ARTICLE 4
                      GENERAL OBLIGATIONS OF THE CONSULTANT

4.1     THE  COMPANY'S  OWNERSHIP  OF  RIGHTS
        -------------------------------------

     The  Consultant  acknowledges  and  agrees  as  follows with respect to the
ownership  of  rights  by  the  Company  and  the limitation of the Consultant's
rights:

     (a)  Nothing   contained  in  this  Agreement  shall  be  construed  as  an
          assignment to the  Consultant  of any right,  title or interest in the
          Confidential  Information.  All right,  title and interest relating to
          the Confidential Information is expressly reserved by the Company.


                                                                             -5-
<PAGE>
     (b)  The  Consultant  acquires  no  rights  in  any  inventions,   patents,
          application patents, copyrights,  industrial designs,  developments or
          other  work  products,  including,  but  not  limited  to,  documents,
          formulae, written materials, programs, designs, systems, regardless of
          storage  media  or  depiction  (collectively,   the  "Work  Products")
          resulting from,  derived from or otherwise  related to the performance
          of the Services by the Consultant or the Confidential Information. All
          such inventions, patents, application patents, copyrights,  industrial
          designs,  developments  and Work Products are now and on inception are
          and in every case shall remain the sole  property of the Company.  The
          Consultant  will  promptly  and duly execute and deliver and cause its
          officers and employees to promptly and duly execute and deliver to the
          Company such further  documents and  assurances  and take such further
          action as the Company  may from time to time  request in order to more
          effectively  carry out the intent and purpose of this section,  and to
          establish  and  protect  the  rights,  interests  and  remedies of the
          Company.

     (a)  The Consultant will not and the Consultant will cause its officers and
          employees  not to at any time  apply for any  copyright,  trade  mark,
          patent, or other intellectual  property  protection which would affect
          the  ownership  by the  Company  of  any  rights  in the  intellectual
          property  associated  with the  Confidential  Information  or the Work
          Products or file any document with any government  authority  anywhere
          in the  world  or take  any  other  action  which  could  affect  such
          ownership   of  any   intellectual   property   associated   with  the
          Confidential  Information  or the Work  Products or aid or abet anyone
          else in doing so.

                                    ARTICLE 5
                         GENERAL INDEMNITIES FOR BREACH

5.1     INDEMNITY  BY  CONSULTANT
        -------------------------

     Without  limiting  the  indemnities and holdings harmless elsewhere in this
Agreement,  the  Consultant will defend, indemnify and save harmless the Company
from and against all actions, proceedings, demands, claims, liabilities, losses,
damages,  judgments,  costs  and  expenses  including,  without  limiting  the
generality of the foregoing, legal fees and disbursements on a solicitor and his
own  client  basis (together with all applicable taxes) which the Company may be
liable  to pay or may incur by reason of or caused or contributed to by a breach
by  the  Consultant  of any of the terms of this Agreement or any liability that
the  Company  may  incur  to  any authority for source deductions, remittance of
goods  and  services  tax  collected  by the Consultant and any other remittance
obligations  of the Consultant arising with respect to payment to the Consultant
pursuant  to  this  Agreement.

5.2     INDEMNITY  BY  COMPANY  AND  PARENT
        -----------------------------------

     Without  limiting  the  indemnities and holdings harmless elsewhere in this
Agreement,  the  Company  and  the  Parent  will  jointly  and severally defend,
indemnify  and  save  harmless  the  Consultant  from  and  against all actions,
proceedings, demands, claims, liabilities, losses, damages, judgments, costs and
expenses including, without limiting the generality of the foregoing, legal fees
and  disbursements  on  a  solicitor and his own client basis (together with all
applicable  taxes)  which  the  Consultant  may be liable to pay or may incur by
reason  of  or  caused  or  contributed  to by a breach by either or both of the
Company  or  Parent  of  any  of  the  terms  of  this  Agreement.


                                                                             -6-
<PAGE>
                                    ARTICLE 6
                                 TERM & RENEWAL

6.1     This  Agreement will take effect on the Effective Date and will continue
in full force and effect for the term (the "Term") as follows.  The initial Term
shall  be  for  FIVE  (5) consecutive years starting on the Effective Date.  The
second,  third  and  all  successive  renewals  of  the  Term  shall be effected
automatically  on  the  elapse  of  the then-current Term, without the action of
anyone,  subject  to  the  right of the Company in each Term to provide specific
written  notice  to  the  Consultant  that the then-current Term shall be ended,
provided  such  written notice shall be given not more than SIX (6) and not less
than  FIVE (5) months prior to the date on which the then-current Term would end
and  otherwise  have  been  automatically renewed.   In circumstances where such
written notice has been duly and validly given,  the then-current Term shall end
on  that  date  on  which  the  then-current Term would have otherwise have been
automatically  renewed and, for greater certainty, thenceforth there shall be no
further  rights  of  nor  automatic  renewal.

6.2     Notwithstanding  any  other  provision of this Agreement, the Consultant
solely may, at any time during the Term, give one month's advance written notice
to  the  Company  of  its  intention  to  terminate  this  Agreement  and on the
expiration  of such period of written notice the provision of the Services to be
performed  under  this Agreement shall terminate.  Such notice may expire on any
day of the month and any remuneration payable hereunder shall be proportioned to
the  date  of  such  termination.

6.3     The  Company  agrees  to  indemnify  and save harmless the Consultant in
respect  of all claims for bodily injury or death, property damage, intellectual
property  infringement  and  for  every  other  loss  or damage arising from the
conduct of any work by or any act or omission of the Consultant or any assignee,
subtenant,  agent, employee, contractor, invitee, or licensee of the Consultant,
and  in  respect  of  all  costs,  expenses,  and  liabilities  incurred  by the
Consultant  in  connection with or arising out of all such claims, including the
expenses  of  any  action or proceeding pertaining thereto.   This indemnity and
all  other indemnities, holding harmless and other obligations of the Company in
or pursuant to this Agreement shall forever survive the expiry or termination of
this  Agreement.

                                    ARTICLE 7
                                     GENERAL

7.1     ARBITRATION
        -----------

     All  disputes  arising  out  of  or in connection with this contract, or in
respect  of  any  defined  legal  relationship  associated  therewith or derived
therefrom,  shall  be  referred to and finally resolved by arbitration under the
Rules  of the British Columbia International Commercial Arbitration Centre.  The
appointing  authorities  shall  be the British Columbia International Commercial
Arbitration  Centre.  The  case  shall  be  administered by the British Columbia
International  Commercial  Arbitration Centre in accordance with its "Procedures
for Cases Under the BCICAC Rules".  The place of arbitration shall be Vancouver,
British  Columbia,  Canada.

7.2     NOTICES
        -------

     Any  notice,  direction,  request  or  other  communication  required  or
contemplated  by  any  provision of this Agreement shall be given in writing and
shall  be  given  by  delivering  the  same  to the Company or the Consultant or
Parent,  as  the  case  may  be,  as  follows:


                                                                             -7-
<PAGE>
     (a)     To  the  Consultant  at:

             At  the  address  noted  on  the  first  page  of  this  Agreement
             to  the  attention  of  its  President  and  marked  "Urgent",

     (b)     To  the  Company  or  to  the  Parent,  as  the  case  may  be,
             to  the  attention  of  its  President,  at  and  in  care  of,
             marked  "Urgent":

             Ogden  Murphy  Wallace,  PLLC
             1601  Fifth  Avenue
             Suite  2100
             Seattle,  Washington  98101-1686

Any  such  notice,  direction, request or other communication shall be deemed to
have been given or made on the date on which it was delivered or, in the case of
fax  (at  such fax number(s) as may hereafter be provided by notice hereinbefore
provided), on the next business day after receipt of transmission.  Either party
may  establish  or  change its fax number or change its address for service from
time  to  time  by  notice  in  accordance  with  the  foregoing.

7.3     ASSIGNMENT
        ----------

     This Agreement is not assignable in whole or in part by the Company without
the  prior  written consent of the Consultant.  Any attempt to assign any of the
rights,  or  to  delegate  any  of  the  duties or obligations of this Agreement
without such written consent is void.  Any such change which might occur without
such  consent  or any assignment occurring by reason of operation of law such as
upon a bankruptcy or amalgamation shall be deemed an event of default under this
Agreement.

7.4     OBLIGATIONS  OF  THE  PARENT
        ----------------------------

     Each  and  every  representation,  warranty,  covenant, agreement and other
obligation  of the Company made in this Agreement or to be made pursuant to this
Agreement is hereby deemed to be and is hereby made jointly and severally by the
Parent  together with the Company, as direct, joint and several representations,
warranties,  covenants  and  agreements  of  the  Parent  and  the Company.  All
provisions  in  this  Agreement  applicable to or referring to the Company shall
also  be  applicable  and  shall  be deemed to refer also to the Parent, mutatis
mutandis.  For  greater certainty, the Parent is not the surety nor guarantor of
the  Company  with  respect  to  this  Agreement but a direct, joint and several
obligor  to  and  in  favour  of  the  Consultant.

7.5     PROFESSIONAL  ADVICE
        --------------------

     Each  party  executing this Agreement has consulted with and has been fully
and properly advised by his or its respective legal counsel, before entering the
settlement  contained or referred to herein, and has executed and delivered this
Agreement  as  its  fully-informed and voluntary act and deed, without threat or
compulsion by or on behalf of any other party hereto nor any other person.  Each
party  confirms  and  agrees that it has been duly advised (and fully and fairly
informed  with  respect to such matters) to obtain all necessary and independent
accounting,  taxation, legal, financial and other applicable professional advice
and  counsel in all applicable jurisdictions prior to entering to this Agreement
and the obligations referenced herein.   Each such party has either obtained all
such  advice  and counsel or has determined to its own satisfaction, having been
fully  and  fairly  informed  therein,  not  to  seek  such  advice and counsel.


                                                                             -8-
<PAGE>
7.6     WAIVER
        ------

     No  failure  or  delay  on the part of any party in exercising any power or
right  under this Agreement will operate as a waiver of such power or right, nor
will  any  single  or  partial  exercise of any such right or power preclude any
further  or  other  exercise  of  such  right or power under this Agreement.  No
modification  or waiver of any provision of this Agreement and no consent to any
departure  by  any  party from any provision of this Agreement will be effective
unless  it  is in writing.  Any such waiver or consent will be effective only in
the  specific  instance  and for the specific purpose for which it was given. No
notice to or demand on any party in any circumstances will entitle such party to
any  other  or  further  notice  or  demand  in  similar or other circumstances.

7.7     ENUREMENT
        ---------

     Subject  to  the  restrictions  on transfer or assignment contained in this
Agreement,  this  Agreement  shall enure to the benefit of and be binding on the
parties  and  their  respective  successors  and  assigns.

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

THERMO  ENZYME  PRODUCTS  INC.  by  its

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


DURO  ENZYME  SOLUTIONS  INC.  by  its

/s/  Robert  Jackman
--------------------
Authorized  Signatory


DURO  ENZYME  PRODUCTS  INC.  by  its

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


                                                                             -9-
<PAGE>
                                  SCHEDULE "A"
                                  ------------

                                    SERVICES
                                    --------

On  an  as needed basis, the Consultant covenants and agrees with the Company to
provide  the  following  Services  from  time  to time, as required, at or about
Langley,  British  Columbia or at such other locations as may be mutually agreed
between  the  Consultant  and  Company  in  writing:

Research  &  Development
------------------------

-     Plan/set-up  research  &  development  programs  to  develop,  advance and
      promote  the  Company's  unique  technologies,  processes  and  products

-     Provide  analytical  and  technical  support  services

-     Assist  in  day-to-day  management  of  research  &  development personnel

-     Assist  in  day-to-day  operations  of  research  & development facilities

-     Assist  in  protection of  Company's technology, processes and products by
      writing or contributing to the preparation of formal records of invention,
      intellectual  property  reports,  and/or  patents

-     Liaise  with  Corporate  management,  lawyers,  other  consultants  and
      professionals,  as appropriate and as may be necessary, in the development
      and promotion of the Company's unique technologies, processes and products

-     Advise  on  analytical  and  technical  matters

-     Research  technological  developments  in  the  field  and  advise Company
      management  of  developments  which  may  impact on the Company and/or its
      unique  technologies,  processes  and  products

Consulting
----------

-     Assist in writing and reviewing marketing literature relating to promotion
      of  the  Company's  unique  technologies,  processes  and  products

-     Assist  in  matters  of  Corporate  administration

-     Review  and  advise  the  Company  on  funding  opportunities

-     Assist  in  hiring  technical,  administrative  and  management  personnel

-     Promote the Company, its unique technologies, processes and products at al
      times

Design
------

-     Review  plans/drawings  for  facilities  delivering  the  Company's
      technologies,  processes  and/or  products

-     Advise  on  matters  relating  to  design/setup  or  pilot  and commercial
      operations

-     Advise  on  equipment  and  systems  specifications


<PAGE>
Other
-----

-     Assist  or  contribute  to  all and any other matters, as called upon from
      time  to time, that relate to Company operations, support and/or promotion


<PAGE>
                                  SCHEDULE "B"
                                  ------------

                                  REMUNERATION
                                  ------------

The remuneration of the Consultant for the Services and Expenses shall be in the
amounts  and at the rates, payable by the Company to the Consultant, as follows:

<TABLE>
<CAPTION>
TYPE OF SERVICES OR EXPENSES     REMUNERATION                       DUE DATE FOR PAYMENT
<S>                              <C>                                <C>

Services, as set out in         At the standard rates per day or    Upon presentation of invoices
Schedule "A"                    hour of the Consultant which the    by the Consultant
                                Consultant may establish from
                                time to time.

Expenses, as set out in         Cost plus 15% as set out in         Upon presentation of invoices
Section 2.2 of the Agreement    Section 2.2 of the Agreement        by the Consultant
</TABLE>


<PAGE>