Exhibit 10.3

                              SUB-LICENSE AGREEMENT

      THIS  Agreement,  dated May 4, 2000, is by and among  Kenside  Investments
Limited  ("Licensor"),  a company  incorporated  in the British Virgin  Islands,
Arcoplate Holdings,  PLC ("Sub-licensor"),  a company incorporated in the United
Kingdom (U.K.), and Alloy Steel International, Inc. ("Sub-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.    Sub-licensor  has obtained an exclusive  license from  Licensor to develop
      and market the Arcoplate  Process and commercially  exploit the Patents in
      the United States;

C.    Sub-licensor desires to have the sub-licensed Patent Rights and Technology
      Rights developed and used for the benefit of Sub-licensee.

D.    Sub-licensee  wishes to obtain from Sub-licensor an exclusive  sub-license
      to develop and market the Arcoplate  Process and commercially  exploit the
      Patents in the United  States,  the right to grant  sub-licenses,  and the
      right to purchase the license held by Licensor.

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
            Sub-licensee,  any  business  entity  which  owns  more  than 50% of
            Sub-licensee,  or any business entity that is more than 50% owned by
            a business entity that owns more than 50% of Sub-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:

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

            4.    Methods of bonding;

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            5.    Computer control and quality supervision;

            6.    Composition  of powder alloy  constituents  comprising the raw
                  alloy powder used as the medium in the  Arcoplate  Process for
                  the manufacture of products using the Arcoplate Process; and

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

      2.4   "Licensed Product" means any product Sold by Sub-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 the United States of America.

      2.7   "Net Sales" means the gross revenues  received by Sub-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  Sub-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 Sub-licensee.

      2.10  "Technology  Rights"  means   Sub-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   Sub-licensee understands and acknowledges that Sub-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.
            Sub-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  Sub-licensor   in  the  Licensed  Field,   nor  does
            Sub-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 Sub-licensor.

      3.2   Sub-licensee,  by  execution  hereof,  acknowledges,  covenants  and
            agrees that it has not been  induced in any way by  Sub-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

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            this Agreement;  and (ii)  Sub-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.

4.    LICENSE

      4.1   Sub-licensor  hereby grants to Sub-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 Sub-
            licensee to Sub-licensor of all consideration as provided herein.

      4.2   Sub-licensee  may extend the license granted herein to any Affiliate
            consistent with this Agreement.

      4.3   Sub-licensee may grant sub-licenses consistent with this Agreement.

5.    INSTRUCTION IN METHODS

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

      5.2   The   Sub-licensor's   obligation   to  send   skilled   persons  to
            Sub-licensee  whether for the purpose of assisting in start-up or to
            render assistance at Sub-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  Sub-licensor's  operations and
            current commitments  consistent with satisfying the reasonable needs
            of Sub-licensee.

      5.3   Sub-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 Sub-licensor for the purposes of instruction
            and/or  assistance  to the  premises of  Sub-licensee,  Sub-licensee
            shall  pay to  Sub-licensor  for  the  period  of his  absence  from
            Sub-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 Sub-licensor.

6.    PAYMENTS AND REPORTS

      6.1   In  consideration  of rights granted by Sub-licensor to Sub-licensee
            under  this  Agreement,   Sub-licensee  will  pay  Sub-licensor  the
            following:

            A.    A sum equal to 3% of Net Sales for the Licensed  Products sold
                  by Sub-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
                  Sub-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
                  Sub-licensee.

      6.2   During  the  Term  of  this  Agreement  and  for 1 year  thereafter,
            Sub-licensee agrees to

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            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 enable the sums payable
            hereunder   to  be   determined.   Sub-licensee   agrees  to  permit
            Sub-licensor or its representatives,  at Sub-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 associated  company or Affiliate of Sub-licensee of the
            Licensed Products  manufactured by Sub-licensee  shall not be deemed
            to be  sales  for  the  purposes  of the  calculation  of  sums  due
            hereunder   unless  such   associated   company   uses  the  Product
            commercially  in which case they shall be deemed  sales at the price
            at which the Products are currently  sold by  Sub-licensee  to other
            persons in transactions negotiated at arm's length. Provided that if
            such associated  company or Affiliate  resells the Products to third
            parties on which payments to the  Sub-licensor  have to been made, a
            sum on such sales shall be payable to the Sub-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 Sub-licensee.

7.    COMMON STOCK: EQUITY OWNERSHIP

      7.1   Licensor and Sub-licensor  acknowledge that Sub-licensee  shall have
            the option to purchase  the License for the Licensed  Products  from
            Kenside  Investments  Ltd.,  upon 30 days'  notice  to  Kenside  and
            Sub-licensor. Such buy-out right shall commence nine (9) months from
            the effective date herein. In the event  Sub-licensee  exercises its
            right to buy-out the License from  Sub-Licensor,  Sub-licensee shall
            issue Sub-Licensor 1,298,908  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   twenty-five   (25)   years   thereafter.
            Sub-licensee  shall have two  options to extend this  Agreement  for
            further  terms of five  (5)  years  each on the  same  terms as this
            Agreement  (other  than this  option to extend) if the  Sub-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  Sub-licensee  at the end of the initial  period or the extended
            period as applicable.

      8.2   This Agreement will earlier terminate:

            A.    automatically  if Sub-licensee  becomes  bankrupt or insolvent
                  and/or if the

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                  business of Sub-licensee is placed in the hands of a receiver,
                  assignee, or trustee, whether by voluntary act of Sub-licensee
                  or otherwise; or

            B.    upon 30 days written notice from  Sub-licensor if Sub-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,
                  Sub-licensee  has cured the  default or breach and so notifies
                  Sub-licensor, stating the manner of the cure; or

            C.    upon  45 days  written  notice  if  Sub-licensee  breaches  or
                  defaults on any other obligation under this Agreement, unless,
                  before the end of the 45 day  period,  Sub-licensee  has cured
                  the  default or breach and so notifies  Sub-licensor,  stating
                  the manner of the cure; or

            D.    If Sub-licensee  shall come under the direct or indirect or de
                  facto  direction or control of any other  individual,  firm or
                  company  operating in the field covered by this  agreement and
                  competing with the Sub-licensor; or

            E.    at any time by mutual written agreement  between  Sub-licensee
                  and Sub-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   Sub-licensor,   at  its  own   expense,   must  enforce  any  patent
            exclusively   licensed  hereunder  against   infringement  by  third
            parties.  If  Sub-licensor  does not file suit against a substantial
            infringer of a patent  within six (6) months of  knowledge  thereof,
            then  Sub-licensee  may enforce  any patent  licensed  hereunder  on
            behalf of  itself  and  Sub-licensor.  However,  in the  event  that
            damages are  obtained in favor of each of the parties or in favor of
            Sub-licensor in a sum which includes losses suffered by Sub-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  Sub-licensor  and  Sub-licensee  agree or are advised by counsel
            that prior to the  institution of proceedings for  infringement  the
            patent specification  should be amended,  Sub-licensor shall, at its
            own expense, apply to amend the specification.

<PAGE>

            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 Sub-licensee's
      assets to an affiliate, this Agreement may not be assigned by Sub-licensee
      without  the prior  written  consent  of  Sub-licensor,  which will not be
      unreasonably withheld.

11.   PATENT MARKING

      Sub-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

      Sub-licensee  agrees to hold harmless and indemnify  Sub-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  Sub-licensee,  its  Affiliates  or  their
      officers, employees, agents or representatives.

13.   CONFIDENTIAL INFORMATION AND PUBLICATION

      13.1  Sub-licensor  and  Sub-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.

<PAGE>

14.   PATENTS AND INVENTIONS

      14.1  If after consultation with  Sub-licensee,  both parties agree that a
            patent  application should be filed for the Arcoplate process and/or
            identified  aspects  of the  Arcoplate  Process,  Sub-licensor  will
            prepare  and  file  the   appropriate   patent   applications,   and
            Sub-licensor  will pay the  cost of  searching,  preparing,  filing,
            prosecuting   and  maintaining   same.  If   Sub-licensor   notifies
            Sub-licensee  that  it  does  not  intend  to  pay  the  cost  of an
            application,  or if Sub-licensor  does not respond or make an effort
            to agree  with  Sub-licensee  on the  disposition  of  rights in the
            subject invention,  then Sub-licensee may file an application at its
            own expense and  Sub-licensor  will have no rights to the invention.
            Sub-licensor  will  provide   Sub-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,  Sub-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  Sub-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  Sub-licensee  to pay the  same  and to be
            credited with the cost thereof.

      14.3  Sub-licensor   agrees  and  undertakes,   during  the  term  of  the
            Agreement:

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

            2.    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  Sub-licensee  and  Sub-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 Sub-licensor and/or Sub-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.

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

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

      16.8  Sub-licensee  shall  have the right to cure any  breach  or  default
            under this Agreement and the License  Agreement between Licensor and
            Sub-licensor.

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

Arcoplate Holdings, PLC (UK)                Alloy Steel International, Inc.
By_______________________________           By__________________________________
Name:____________________________           Name:_______________________________


Kenside Investments Limited
By_______________________________
Name:____________________________