Exhibit 10.29

                                LICENSE AGREEMENT

AGREEMENT  made  as  of  the  29th  day  of January 2004 by and between H.E.R.C.
Products  Incorporated,  a  Delaware corporation, having its principal office at
1420  Columbus  Avenue,  Portsmouth,  Virginia 23704 ("Licensor"), and Seiwa Pro
Co., Ltd., a corporation organized under the laws of Japan, having its principal
office  at  2-3-20  Bessho  Matsubara  Osaka,  Japan  Postal  code  580-0005
("Licensee").

WHEREAS, Licensor is the owner of certain patented processes and trademarks; and

WHEREAS, Licensor develops and manufactures certain products intended for use in
connection  with such patented processes and marketed under such trademarks; and

WHEREAS,  Licensor  has  obtained  National  Sanitation  Foundation  (NSF
International,  Ann  Arbor,  Michigan),  ANSI/NSF  Standard  60  and Standard 61
listings  for  its  products  and  Licensor's  facility  for manufacturing same;

WHEREAS,  Licensor  has  developed  and owns certain trade secrets and ancillary
know-how regarding such processes and products which Licensee does not presently
possess;

WHEREAS, Licensor has developed patented technology and confidential proprietary
information,  processes  and  trade  secrets  specifically  designed  for  the
closed-loop chemical cleaning of potable and non-potable based marine, municipal
and  industrial water pipe systems and vacuum waste pipe line systems, processed
water  systems,  fire  protection  systems,  and well cleaning and cooling tower
proprietary  chemical  formulations;  and

WHEREAS,  Licensee  desires to acquire certain rights to such patented processes
and  trademarks,  and  desires to have at its election the opportunity to access
such  trade  secrets and know-how and to purchase such products, and is prepared
to  limit  its  use  thereof  strictly  to  the licensed applications within and
outside  the  geographic  territory  as  specified  by  Licensor;

WHEREAS, the parties desire that Licensor grant to Licensee a license to use the
patented  processes,  and  at  the  election  of the Licensee the opportunity to
purchase  products  and  utilize  trade secrets, know-how and certain trademarks
relating  thereto,  within  and outside the territories granted for the Licensed
Purpose  set  forth  herein.

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

     1.  Definitions.  For purposes of this Agreement, the following terms shall
     have  the  following  meanings:

     (a)  "Affiliate"  of  a  Person  means a Person that directly or indirectly
     through one or more intermediaries, controls, is controlled by, or is under
     common  control  with,  the  first  Person.  "Control" (including the terms
     "controlled  by"  and  "under  common  control with") means the possession,
     directly  or  indirectly,  of the power to direct or cause the direction of
     the  management  or  policies of a Person, whether through the ownership of
     voting  securities,  by  contract  or  credit  arrangement,  as  trustee or
     executor,  or  otherwise.

     (b)  "Agreement"  means  this  License  Agreement,  including the Schedules
     hereto.

     (c)  "Applicable  Law"  means  all  applicable  provisions  of  all  (i)
     constitutions,  treaties, statutes, laws (including the common law), rules,
     regulations,  ordinances,  codes  or  orders of any governmental authority,
     (ii)  governmental  approvals  and  (iii)  orders,  decisions, injunctions,
     judgments,  awards  and  decrees  of  or  agreements  with any governmental
     authority.

     (d)  "Gross  Selling  Price" means the total dollar amount of consideration
     realized  for  rendering  cleaning and water treatment services or sales of
     products under the Licensed Purpose for the purpose of computing royalties.

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     (e)  "Gross  Transfer Price" means the total dollar amount of consideration
     realized  for  the  sale,  assignment  or other disposition of the Licensed
     Patents  to  any  Person  other  than  an Affiliate of the Licensee for the
     purpose  of  computing  the  License  Transfer  Fee.

     (f)  "H.E.R.C.  Proprietary Rights" means each of the Licensed Patents, and
     the  Related  Products,  Related  Trademarks,  Related  Method, and Related
     Know-how  and  Trade  Secrets,  as  each  is  defined  hereinafter.

     (g) "Licensed Patents" means each of those issued and pending patents owned
     by  Licensor  as  set  forth  on  Schedule  A  hereto.

     (h)  "Licensed  Purpose"  means  the  use  of  the  Licensed  Patents  and
     Proprietary  Technology  in  connection  with  the  cleaning of marine ship
     piping  systems,  municipal  potable  distribution  systems,  commercial,
     institutional  and  industrial  infrastructure and facilities piping, water
     well  rehabilitation,  and  fire protection sprinkler systems, including at
     the election of the Licensee use of the Related Method and Related Products
     in  the Territory for the cleaning of marine ship piping systems, municipal
     potable  water  distribution  systems,  commercial,  institutional  and
     industrial infrastructure and facilities piping, water well rehabilitation,
     fire  protection  sprinkler  systems.

The  Licensed  Purpose can include boilers, cooling towers, chill water systems,
closed  loop  systems  or  industrial  utility  systems where Herc's Proprietary
Equipment,  Products  or  Know  How  is  utilized  by  the  Licensor.

     (i)  "Person"  means  natural  person,  firm,  partnership,  association,
     corporation,  company, limited liability Company Limited Liability Company,
     limited partnership, trust, business trust, governmental authority or other
     entity.

     (j)  "Related Know-how and Trade Secrets" means any information, including,
     without  limitation,  invention  records,  research  records  and  reports,
     development  reports,  experimental and other engineering reports, designs,
     production  specifications,  raw  material  specifications, quality control
     reports  and  specifications,  drawings  and photographs, models, tools and
     parts,  manufacturing  and  production  techniques,  processes,  methods,
     marketing  surveys, or any other information possessed by Licensor, whether
     or  not  considered  proprietary, relating to the Licensed Patents, Related
     Products  and/or  Related  Method;

     (k)  "Related Method" means each proprietary method, developed and owned by
     the  Licensor  of  cleaning  and/or  treating potable water and waste water
     systems;

     (l)  "Related  Products and Equipment" means each of the products set forth
     on Schedule B hereto, including cleaning solutions having ANSI/NSF Standard
     60  listing  and  equipment  patented  for  use  with the Related Method as
     cleaning  aids  for  potable  water  distribution  systems  and waste water
     collection  systems, together with each of those new or additional products
     that Licensor and Licensee may expressly add to this Agreement from time to
     time  under  the  provisions  hereof;

     (m)  "Related  Trademarks" means each of the trademarks set forth at the on
     Schedule  C  hereto  (including  the  various  stylized  formats  of  such
     trademarks  heretofore  used  by Licensor or its other licensees), together
     with  each of those new or additional trademarks that Licensor and Licensee
     may  expressly  add  to  this  Agreement of the Licensee from time to time;

     (n)  "Royalty-Based  Services" means services rendered and related products
     sold  in  connection  with  the  practice  of  the Licensed Patents for the
     Licensed  Purpose;  and

     (o)  "Territory"  means  those  territories  set  forth  as  "exclusive" on
     Schedule  D  hereto.

     2.  License  Grant; Licensor Reservations; FirstRights of Refusal; Right to
     Practice.  Subject  to  the  terms  and  conditions  set  forth  herein:

     (a)  Exclusive License Within Territory. Licensor hereby grants to Licensee
     during  the  term of this Agreement, the exclusive license to make, use and
     sell  services  and  products  embodying  or  made  in  accordance with the
     inventions  of  the  Licensed Patents within the Territory for the Licensed
     Purpose  only,  subject  to  Licensor  Reservations  under  Section  2(b)
     hereinafter.

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     (b)  Sub-Licensing Within the Territory. Licensor hereby grants to Licensee
     during  the  term  of  this  Agreement  the right to sub-license within the
     Territory  with  the  prior  approval  of  the Licensor. Any License Fee or
     exchange  of  compensation  for  the Sub-License, and all Royalties or fees
     from  the Sub-License, shall be split between the Licensee and the Licensor
     50%-50% for the duration of this Agreement. If this Agreement is terminated
     under  Section  8 of this Agreement the Licensor has the right to provide a
     direct  license  to  the  Sub-Licensee  at  its  discretion.

     (c) Licensor Reservations. Licensor hereby reserves during the term of this
     Agreement  the  rights  granted  under  Section  2(a) to make, use and sell
     services  and  products otherwise granted exclusively to the Licensee under
     Section  2(a)  hereof,  including  the practice of the Licensed Patents and
     elective  rights  granted  under  Section  4(a)-(b)  for the use of Related
     Products,  Related  Method, and Related Trademarks within the Territory and
     Expansion  Territory  for the Licensed Purpose and any and all other places
     and  purposes.

     (d) Separate and Full Consideration. The License granted under Section 2(a)
     above  for  Licensed Patents shall serve as separate and full consideration
     under  the terms of this Agreement in exchange for all of Licensee's duties
     and  obligations.  In  the  event that the validity of any of said H.E.R.C.
     Proprietary Rights may be challenged or held invalid or unenforceable, then
     this  Agreement  shall  in all other respects remain valid and enforceable.

     (e)  Limitations.  Notwithstanding  the  grant  of  Section  2(a)  of  this
     Agreement,  no  license  is  granted or implied by this Agreement under any
     patent  of  Licensor  other  than  the  Licensed Patents granted under this
     Agreement,  whether  or  not  the  claims  of  such other patent, know-how,
     trademark, product or method dominate the claimed invention of any Licensed
     Patents,  Related  Products  and Related Method, Related Know-how and Trade
     Secrets,  and  Related  Trademarks.

     (f)  Right  to Practice Outside Territory and Expansion Territory. Licensor
     hereby  grants  to  Licensee  during  the  term  of  this  Agreement  the
     non-exclusive  right  to make, use and sell services and products embodying
     or  made  in accordance with the inventions of the Licensed Patents outside
     the  Territory  and  the Expansion Territory for the Licensed Purpose only,
     upon  prior  written  application  notice  to  the Licensor, subject to the
     written  approval of a specific location therefore by Licensor prior to the
     commencement  of  the  practice  of  the Licensed Patents therein. Licensor
     approval  to  practice  outside the Territory and Expansion Territory shall
     not  be  unreasonably withheld; provided, that Licensor's disapproval based
     upon, but not limited to, the Licensor's good faith intention to license to
     others  the  Licensed Patents and elective rights under Section 4(a)-(b) or
     practice  the  Licensed  Patents  within  the  geographic  territory  and
     territories  contiguous  thereto  shall  be  conclusively  deemed  to  be
     reasonable.

     (g)  First  Right  of Refusal Outside of Territory. The written approval to
     practice  outside  the  Territory  and  Expansion  Territory, if granted by
     Licensor  under Section 2(e), shall provide the grant to the Licensee of an
     exclusive  first  right  of refusal to license the Licensed Patents outside
     the  Territory  and  the Expansion Territory for the Licensed Purpose only,
     and  the  elective  rights  granted  under  Section 4(a)-(b) for the use of
     Related  Products,  Related  Method,  and  Related  Trademarks,  within the
     territory  as  defined  in  the  Licensor  written approval under the terms
     similar  to  this  Agreement  and  subject  to  Section  2(b)-2(d).

     3.  License  Fee;  Reserved  Royalty;  Minimum  Royalties;  Non-Practice
     Termination;  Elective  Inventory  Purchases;  Transfer  Fee.

     (a)  License Fee and Pre-paid Royalty. Upon execution of the Agreement, the
     Licensee  shall  in  consideration  for executing the Agreement, pay to the
     Licensor  as a License Fee the amount of zero dollars US ($0 US); and shall
     pay  to  the  Licensor  as  a  pre-paid  Royalty the amount of five hundred
     thousand dollars US ($500,000.00 US). The $500,000.00 US shall be forwarded
     in  two  payments of $250,000.00 US each. The first $250,000.00 US shall be
     paid  within  7  business days of the signing of this agreement. The second
     $250,000.00  shall  be  paid  upon  the  6  month6 month anniversary of the
     signing  of  this agreement if there is no material deviation in Licensor's
     operation  from  its business plan in Japan which was submitted to Licensee
     prior  to  this  Agreement  date.  If  there  is a significant deviation in
     Licensor's  operation  from  its business plan, both parties will negotiate
     the  terms  and  conditions of the second payment after the 6 month period.
     The  pre-paid  Royalty  will  be  paid back to the Licensee by the Licensor
     through  the  Reserved  Royalty per 3(b). If at the end of 5 years from the
     date of this License Agreement there is any Pre-paid Royalty still owed the
     Licensee,  the  Licensor shall pay back the balance of the Pre-paid Royalty
     still  remaining or the balance can be converted into stock of the Licensor
     by  mutual  agreement  of  the  Licensee and Licensor. The Pre-paid Royalty
     shall  accrue  interest  at  2.25% per annum for the first 6 months of this
     agreement and 4.5% per annum thereafter calculated on the balance remaining
     at  the  year-end  of  each  anniversary  of  this  agreement.

<PAGE>

     (b)  Reserved  Royalty.  The  Licensee  shall  pay to Licensor a royalty as
     indicated in Schedule F attached hereto annually on the Gross Selling Price
     of  Royalty-Based  Services  from  the practice of the Licensed Patents and
     Proprietary  Technology  by  the  Licensee  under the license granted under
     Section  2  of  this  Agreement.

     (c) Minimum Royalty. The Licensee shall pay to Licensor royalties as stated
     in  Section 3(b), but, for the purpose of maintaining the Exclusive License
     to  the  Licensed Territory, in no event shall royalties for a license year
     for  practice of Licensed Patents in the Territory be less than the Minimum
     Royalty  during  each  of  the  license  years  as  indicated in Schedule E
     attached  hereto,  net  to  Licensor  after  taxes, if any, withheld at the
     source and payable on or before the 10th day of the first calendar month of
     each  License  Year  after  the  initial  license  year  of this Agreement.

     (d)  Non-Practice  Termination. Licensor may, by written notice to Licensee
     within  thirty  (30)  days after receipt of the last report for any license
     year  after the initial term as extended under Section 8(a), terminate this
     Agreement  if  Licensee has not sufficiently practiced the Licensed Patents
     during  the  preceding  license  year  sufficient  to generate an amount of
     reserved  royalty under Section 3(b) greater than or equal to the amount of
     Minimum  Royalty  as  provided  by  Section  3(c)  of  this  Agreement.

     (e) Transfer Fee. The Licensee shall pay to Licensor a License Transfer Fee
     of  fifty percent (50%) of the Gross Transfer Price for the transfer, sale,
     assignment  or other disposition of the Licensed Patents by the Licensee or
     its  Affiliate  within  thirty  (30)  days  thereof.

     4.  License  Related  Products,  Related  Method  and  Licensee  Elections.

     (a)  Related  Products  and  Related  Method.  Licensee  may  in  its  sole
     discretion  elect  to  contract with Licensor independent of this Agreement
     for  the  non-exclusive  use,  marketing, sale and provision of the Related
     Products,  Related  Method,  and  Related  Know-how  and  Trade  Secrets in
     connection  with  the  practice  of  the  Licensed Patents for the Licensed
     Purpose  within  the  Territory  and  to  employ  the  Licensed  Patents in
     connection  therewith  upon  terms reasonably agreed upon in writing by the
     parties;  provided,  however,  that  Licensee  expressly  agrees  that  all
     chemical  products  utilized  in  the  practice  of  the  License  shall be
     exclusively  sole  sourced  from  the Licensor to the Licensee from License
     Related  Products  at  the  Standard Wholesale Price (as defined in Section
     7(d),  below).

     (b)  Related Trademarks Election. Licensee may in its sole discretion elect
     to  contract  with  the  Licensor  independent  of  this  Agreement for the
     non-exclusive  use of the Related Trademarks in the Territory in connection
     with  the marketing, provision and sale of the Related Products and Related
     Method  upon  terms  reasonably  agreed  upon  in  writing  by the parties;
     provided  that  Licensee  hereby  acknowledges  that  its rights under this
     subsection  (b)  shall  only  provide  Licensee  with  the right to use the
     Related  Trademarks  for  advertising  and  marketing  purposes in order to
     denote  the  origin  of  the  Related  Products  and  Related  Method.

     (c)  Training  Election.  Licensee  may  at  its  sole  discretion elect to
     contract  with  Licensor  to  train  qualified  employees  of  the Licensee
     ("Employees")  in the application, provisions and operation of the Licensed
     Purpose,  including  the  utilization  of  the  Licensed  Patents,  Related
     Products,  Related  Method,  and  Related  Know-how and Trade Secrets under
     terms  and  at a location or locations reasonably agreed upon in writing by
     the  parties.

     (d)  Testing of Samples Election. Licensee may at its sole discretion elect
     to contract with Licensor to have Licensor shall provide testing of pipe or
     materials  in  connection  with the Licensed Purpose under terms reasonably
     agreed  upon  in  writing  by  the  parties.

     (e)  Special  Jobs Assistance. Licensee may at its sole discretion elect to
     contract  with  the  Licensor  to  assist  Licensee for special jobs and/or
     situations  encountered  by  Licensee  in  connection  with  the provision,
     conduction  and  performance  of  the  Licensed Purpose, including, without
     limitation,  consulting  services, telephonic advice and on-site inspection
     and  analysis,  prime  contract  referral  services,  subcontract services,
     equipment rentals, and equipment design specification services, on terms to
     be  reasonably  agreed  upon  in  writing  by  the parties at the time such
     assistance  is  requested  by  Licensee.

<PAGE>

     5.  Duties  and  Covenants  of  Licensee.

     (a)  Incorporation  of  New  Developments.  Any  developments,  upgrades,
     enhancements  or  improvements  to  the Licensed Patents, Related Products,
     and/or  Related  Method shall, upon the request of Licensor, be adopted and
     implemented  by Licensee, at Licensee's cost, in connection with Licensee's
     provision  and  performance  of  the  Licensed  Purpose.

     (b)  Express  Covenant  of Development and Practice. Licensee shall use its
     best efforts to identify potential customers and investigate and pursue all
     sales  leads referred to it by Licensor, develop and practice applications,
     secure  purchase  orders,  and  market,  sell  and provide the services and
     products  under  the  Licensed  Patents  for  the  Licensed  Purpose in the
     Territory  for  the  mutual  benefit  of  Licensor  and  Licensee; provided
     further,  that  Licensee  shall  not otherwise maintain the license without
     development  and  practice  of  the Licensed Purpose and otherwise hold the
     license  for  speculative  purposes. Absent the best efforts of Licensee to
     develop  and  practice  the Licensed Purpose, the tender of Minimum Royalty
     payments  under  Section 3(c) for the continuing maintenance of the license
     thereby shall be conclusively deemed as holding the license for speculative
     purposes  contrary to the intention of the parties to the Agreement, and as
     such  shall  constitute  the failure to comply with a material provision of
     the  Agreement.

     (c)  Quarterly  Reports.  During  the  term  hereof, Licensee shall provide
     Licensor  on  the  10th  day  after the end of each license year quarter, a
     report on the application of the Licensed Patents and sale of potable water
     and  waste  water  cleaning products and services, identifying each project
     worked  on (with site address), a physical description of the realty (e.g.,
     municipality  streets/treatment  plants, warehouse, office building, etc.),
     and  the  number  of  linear  feet  of  each system cleaned and/or treated.

     (d)  Reserved  Royalty Payments. On the 10th day of the month after the end
     of  each  license year quarter, Licensee shall tender payment of a reserved
     royalty  payment  remittance  on  the  practice application of the Licensed
     Patents  identified  in  the  Section  5(c)  quarterly  reports pursuant to
     Sections  3(b)  after  credit  for  the  Minimum Royalty paid in subsequent
     license years under Section 3(c) of this Agreement. In the event a reserved
     royalty  payment  obligation  for  any  license year is an amount less than
     Minimum  Royalty  paid  in  a  subsequent  year,  there  shall  not  be  a
     carryforward  credit of the amount of Minimum Royalty paid in excess of the
     actual  reserved  royalty  payment  obligation  otherwise  required  to  be
     remitted.  A  reserved  royalty  payment will be offset by then outstanding
     pre-paid  Royalty

     (e)  Licensed  Purpose  Records;  Audits.  During the term hereof and for a
     period  of  two (2) years after the termination thereof, Licensee agrees to
     keep  true and accurate records, files, and books of account containing all
     the  data  reasonably required for the full computation and verification of
     the  reserved  royalties  to be paid by the Licensee to the Licensor on the
     practice  application  of  the  Licensed  Patents  herein  granted  and the
     information to be given in the reports provided for in Section 5(c) hereof;
     and  Licensee further agrees to permit its books and records to be examined
     from  time  to  time  to  the extent necessary to verify such reports, such
     examination  to  be  made  at  the  expense  of  the Licensor by an auditor
     appointed  by  Licensor  who  shall  be  acceptable  to  Licensee,  or by a
     certified public accountant appointed by Licensor; provided that only those
     royalties  paid  or  payable  by  Licensee  to Licensor within two (2) year
     period  immediately  preceding the start of the audit, and their supporting
     records,  files,  and  books  of  account  shall  be  subject  to  audit.

     (f) Expenses. Licensee shall pay all of its expenses incurred in connection
     with  fulfilling  its obligations under this Agreement.

     (g)  Compliance  with  Environmental  Laws  of  All Relevant Jurisdictions.
     Licensee  acknowledges  and  agrees  that  it  is  the  responsibility  and
     obligation  of  the  Licensee  to  determine at the time of disposal of the
     spent  solution  (containing dissolved or suspended scale and sediment as a
     result  of  the practice application of the Licensed Patents), whether such
     solution  meets  Resource,  Conservation, and Recovery Act ("RCRA") or such
     other  foreign  jurisdiction  criteria  for  hazardous  waste.  Licensee
     acknowledges  and  agrees  that  all  direct  and  residual  biomasses  and
     byproduct  generated  by  the  practice application of the Licensed Patents
     shall  be the property of the Licensee and/or the owner of the water system
     to  which  the  Licensed  Patents  are  being  applied in practice and that
     Licensor  shall  have  no  responsibility  therefor.  Licensee  agrees  to
     undertake  to  contain,  transport  and  dispose  of  all  such biomass and
     byproduct  in  accordance  with  all Applicable Laws and regulations of all
     relevant  federal,  state  and  local  jurisdictions,  whether  foreign  or
     domestic,  at  no  cost  to  Licensor.

<PAGE>

     (h)  Compliance with Laws; Foreign Corrupt Practices Act. Licensee warrants
     that,  to  its  knowledge,  its compliance with the terms and conditions of
     this  Agreement  will  not  violate  any  Federal,  state  or  local  laws,
     regulations  or  ordinances  now  or  hereafter  enacted or any third-party
     agreements, including but not limited to the Foreign Corrupt Practices Act,
     15  USC  Section  78 or successor statute(s). Upon request of Licensor, the
     Licensee  shall  issue  certificates  certifying compliance with any of the
     aforementioned  laws, regulations or ordinances as may be applicable to the
     Licensed  Patents  and  Method  and/or  services  being  furnished pursuant
     hereto.

     (i)  The Licensor has chosen Licensee on the basis of Licensee's experience
     and  qualifications,  including  Licensee's reputation for ethical business
     conduct  and  compliance  with  applicable  laws.  In  light  of Licensee's
     qualifications,  the  Licensor  believes  and  expects  that  Licensee will
     maintain  its ethical conduct and avoid any activity that might result in a
     violation  of  the  U.S.  Foreign Corrupt Practices Act or other applicable
     U.S.  or  local  law.

     (ii)  In  the  event  that the Licensor should believe, in good faith, that
     Licensee  has  violated  the  U.S.  Foreign  Corrupt  Practices  Act,  this
     Agreement  will  become  subject to termination as provided in Section 8 of
     this  Agreement.

     (iii)  Licensee  affirms  that  it  has not and agrees that it will not, in
     connection  with  the  transactions  contemplated  by  this Agreement or in
     connection  with  any  other  business transactions involving the Licensor,
     make or promise to make any payment or transfer anything of value, directly
     or  indirectly,

     (1)  to  any  governmental  official  or  employee  (including employees of
     government  corporations);

     (2)  to any political party, official of a political party or candidate (or
     to  an  intermediary  for  payment  to  any  of  the  foregoing),

     (3)  to any officer, director, employee, or representative of any actual or
     potential  customer  of  the  Licensor;

     (4)  to  any  officer,  director, or employee of the Licensor or any of its
     affiliates;  or

     (5) to any other person or entity if such payment or transfer would violate
     the  laws of the country in which made or the laws of the United States. It
     is  the  intent of the parties that no payments or transfers of value shall
     be  made  which have the purpose or effect of public or commercial bribery,
     acceptance of or acquiescence in extortion, kickbacks, or other unlawful or
     improper  means  of  obtaining  business.  This section shall not, however,
     prohibit  normal  and  customary  business  entertainment  or the giving of
     business  mementos  of  nominal  value.

     (iv)  The U.S. Foreign Corrupt Practices Act makes it unlawful, among other
     things,  for a U.S. company or anyone acting on its behalf to make or offer
     payment,  promise  to pay, or authorize the payment of anything of value to

     (1)  any  officer  or  employee  of,  or  any  person acting in an official
     capacity  for,  a  foreign  government  or  any  department,  agency,  or
     corporation  thereof,  or  any  foreign political party, party official, or
     candidate;  or

     (2)  any  person,  while  knowing  that  all  or  a portion thereof will be
     offered,  given or promised, directly or indirectly, to anyone described in
     (i)  above,  for  the  purpose  of

     (a)  influencing  any  act  or  decision  by  such  person  in his official
     capacity,  or

     (b)  inducing him to use his influence with a foreign government to affect,
     either  by  action  or  inaction, any act or decision of such government to
     obtain  or  retain  business  for  any  person.

<PAGE>

The  Licensee  acknowledges  receipt  of  a  copy  of  the  U.S. Foreign Corrupt
Practices  Act,  confirms  its  understanding  of the provisions of the Act, and
agrees  to  comply  with those provisions and to take no action that might cause
the  Licensor  to  be  in  violation  of  the  Act.

     (v)  Licensee  agrees  that it will, at the request of the Licensor, and at
     least  annually,  certify  that  it  has not, and to its knowledge no other
     person,  including  but  not limited to every employee, representative, and
     agent  of  the  Licensor  has  made, offered to make, or agreed to make any
     loan,  gift, donation, or other payment, directly or indirectly, whether in
     cash  or  in  kind  to  or  for  the  benefit  of any candidate, committee,
     political  party  or  faction  or  government subdivision or any individual
     elected,  appointed  or  otherwise  designated  as  an  employee or officer
     thereof  to  secure or retain business. Licensee further agrees that should
     it learn of or have reason to know of any such payment, offer, or agreement
     to  make  a payment to a government official, political party, or political
     party  official  or  candidate  for  the purpose of maintaining or securing
     business  for  the  Licensor,  it  will immediately advise Licensor of such
     knowledge  or  suspicion.

     (vi)  Licensee  affirms  that  it  has  disclosed  to  the Licensor that no
     government  official  or  candidate  has  any ownership interest, direct or
     indirect, in the Licensee or in the contractual relationship established by
     this  Agreement.  In the event that during the term of this Agreement there
     is  acquisition  of  an  interest in the Licensee or in this Agreement by a
     government  official,  Licensee  agrees to make immediate disclosure to the
     Licensor  and  that  this  Agreement  will become subject to termination as
     provided  in  Section  8  of  this  Agreement.  For  the  purposes  of this
     paragraph,  "government  official"  means  any  officer  or employee of the
     government  or  any  department,  agency,  corporation,  or instrumentality
     thereof  or  of  any political party, including immediate family members or
     nominees  of  such  officials.

     (vii)  Licensee  affirms  that  it  has  disclosed  to the Licensor that no
     employee,  officer,  or  director  of  Licensee is a government official or
     candidate.  In  the event that during the term of this Agreement there is a
     change  in  the information contained in this paragraph, Licensee agrees to
     make  immediate  disclosure  to  the  Licensor and that this Agreement will
     become  subject  to termination as provided in Section 8 of this Agreement.
     For the purposes of this paragraph, "government official" means any officer
     or  employee  of  the government or any department, agency, corporation, or
     instrumentality  thereof  or  of  any  political party, including immediate
     family  members  or  nominees  of  such  officials.

     6.  Duties  of  Licensor-Notice  of  Improvements.

If  there  are  any developments, upgrades, enhancements, and/or improvements to
the  Licensed  Patents,  Related Products, and/or Related Method, Licensor shall
notify  Licensee  of  same.

7.  Terms  of  Practice  Sales  Pricing  and  Pricing  of  Related  Products.

     (a)  The  prices  Licensee  charges  for  the  practice  application of the
     Licensed  Patents  or the cost of projects it performs within the Territory
     shall  be established solely by Licensee and be under its sole and complete
     control.  Should  Licensor  provide  suggested prices or costs, Licensee is
     free  to  either  follow  those  suggestions  or  not.

     (b)  In  using, marketing and providing the Method, Licensee shall use only
     License Related Products purchased from Licensor, or a source authorized by
     Licensor,  in accordance with this Section. In addition, Licensee shall use
     the  License  Related  Products  only  in  connection  with  marketing  and
     providing  the  Method.

All of the sales of the License Related Products to Licensee shall be made under
the  provisions of this Agreement.  Any documents that either party may use from
time  to  time  for  their  mutual  convenience such as purchase orders or sales
acknowledgment  forms  shall be deemed to be for administrative convenience only
and  the  terms  and  conditions  of  this  Agreement  shall  supersede and take
precedence  over any similar terms and conditions which conditions, which may be
contained  on  any  such  forms.

     Licensor  shall  charge  Licensee  its  "Standard  Wholesale Price" for the
     License  Related  Products, which shall be the price Licensor may establish
     for  the  License  Related Products, from time to time, as in effect on the
     date  of receipt of Licensee's purchase order. Licensor shall properly pack
     all  License  Related  Products  for  shipment. Shipment of License Related
     Products  described  on a purchase order shall constitute acceptance of the
     purchase  order  on  the  terms  contained  in  this  Agreement.

<PAGE>

     Licensee shall pay for all Licensed Products thirty (30) days after receipt
     of  Licensor's  invoice,  F.O.B.  Licensor's  plant  Portsmouth,  Virginia,
     freight  collect.  Licensee  shall  pay  a  penalty  of 1% per month on any
     invoice  thirty  five  (35)  days or older. Risk of loss of the goods shall
     pass  to Licensee upon delivery by the Licensor to the shipping company for
     delivery  to  Licensee,  F.O.B.  Licensor's plant. Title to the goods shall
     remain  with  the  Licensor until Licensor receives full payment therefore.

     8.  Term  and  Termination.

     (a)  This  Agreement  shall  commence on 1st day of February 2004 and shall
     continue  for  a  period  of  five  (5)  years from date commencement. This
     Agreement will be renewed automatically if the Minimum Royalty per Schedule
     E  is  achieved  during  the  Licensed  Period  or may be renewed by mutual
     agreement  under  the terms of this Agreement for a five (5) year extension
     hereof.

     (b)  Subject  to  Section  3(d),  either  party  hereto  may terminate this
     Agreement  prior  to its expiration if the other party fails to comply with
     any  material  provision  of  this Agreement. In the event of such failure,
     written  notice  thereof  must be given to the defaulting party, which will
     have  ten  (10) days to cure. Should cure not be affected within that time,
     this  Agreement shall, at the option of the non-defaulting party, terminate
     at  the end of the cure period. In addition to such right to terminate this
     Agreement, the non-defaulting party shall have all other rights, powers and
     remedies  afforded  by  law  or  equity, including, but not limited to, the
     right  to  specific  performance.

     (c)  In  the  event that (i) a voluntary petition in bankruptcy is filed by
     Licensee  or  Licensor,  or  (ii)  an involuntary petition in bankruptcy is
     filed  against Licensee or Licensor and is not dismissed within thirty (30)
     days  thereafter,  or  (iii)  a receiver or trustee of any of Licensee's or
     Licensor's  property  is  appointed and not vacated within thirty (30) days
     thereafter, or (iv) Licensee or Licensor shall be adjudged insolvent or (v)
     an  assignment  shall  be made of Licensee's or Licensor's property for the
     benefit  of  creditors,  Licensor  or  Licensee  shall  have  the  right to
     terminate  this  Agreement immediately upon providing notice to Licensee or
     Licensor  of  such  termination.

     (d)  In  the  event  that  any  act,  regulation,  directive,  or  law of a
     jurisdiction  within  the Territory, including any legislature, department,
     agency  or  court,  should make impossible or prohibit, restrain, modify or
     limit  any  material  act  or  obligation of Licensee under this Agreement,
     Licensor  shall have the right, at its option, to suspend or terminate this
     Agreement,  or  to  make  such  modifications  therein as may be necessary.

     (e)  In  the  event  that  any  act,  regulation,  directive,  or  law of a
     jurisdiction  within  the Territory, including any legislature, department,
     agency  or  court,  should make impossible or prohibit, restrain, modify or
     limit  any  material  act  or  obligation of Licensor under this Agreement,
     Licensee  shall have the right, at its option, to suspend or terminate this
     Agreement,  or  to  make  such  modifications  therein as may be necessary.

     9.  Obligations  at  Termination.  Upon  termination  of  this  Agreement:

     (a)  Licensee shall no longer be authorized to market, provide, sell or use
     the  Licensed  Patents  or  any  elected  Related Products, Related Method,
     Related  Trademarks,  and  Related  Know-how  or  Trade  Secrets;

     (b) Licensee shall promptly pay all amounts owing to Licensor including any
     such  amounts  which  amounts  which  might  become due at some future date
     because  of  accrued but unpaid reserved royalties and any deferred payment
     or credit agreements. Licensor shall also promptly pay all amounts owing to
     Licensee  which  might be due under the prepaid royalties, interest and any
     deferred  payment  or  credit  agreements.

     (c) Upon the termination of this Agreement by either party hereto, Licensee
     will  return  to  the Licensor and agrees not to take, retain or thereafter
     use,  in  any way, any customer correspondence, customer lists, application
     handbooks,  technical  letters,  products  samples,  confidential  data,
     memoranda  or  information  of  the  Licensor  (or  any  copies  thereof);

     (d)  Licensee  will remove and discontinue the use of any sign or any other
     designation  containing any elected Related Trademarks. Should such Related
     Trademarks  be  printed  on  any  of Licensee's letterhead or other written
     documents,  the  written  documents  shall  promptly  be reprinted so as to
     remove  any  such  Related  Trademarks.  Licensee  shall promptly return to
     Licensor all sales and promotional material bearing the Related Trademarks;
     and

<PAGE>

     (e)  The  obligations  of the parties under Section 9 hereof and Licensee's
     obligations  under Sections 5(d)-(h), 11 and 12 hereof and to make payments
     to  Licensor  in  accordance with the terms of this Agreement shall survive
     the  termination  of  this  Agreement  for  any  reason.

10.  Indemnification  and  Insurance.

     (a)  Licensor  hereby indemnifies and agrees to hold Licensee harmless from
     any  loss or claim, including reasonable attorneys' fees and costs, arising
     out  of  (i)  the  breach  by  Licensor  of  any  of  its  representations,
     warranties,  covenants  or  obligations  hereunder,  and/or  (ii)  the
     infringement or alleged infringement of any United States or foreign patent
     owned  by  any third party as a result of the sale, provision of, or use of
     the  Licensed  Patents,  Related  Method or Related Products by Licensee in
     accordance  with  the terms of this Agreement, provided that Licensee gives
     Licensor  immediate  notice  of any such loss or claim and cooperates fully
     with  Licensor  in  the  handling  of  such  claims.

     (b)  Licensee  hereby indemnifies and agrees to hold Licensor harmless from
     any  loss or claim, including reasonable attorneys' fees and costs, arising
     out  of  (i)  the  breach  by  Licensee  of  any  of  its  representations,
     warranties,  covenants  or  obligations  hereunder  and/or (ii) the acts of
     Licensee  or  its  agents,  employees, or representatives in the provision,
     installation, application, use, sale or servicing under any of the Licensed
     Patents,  Related  Products  or  Related  Method.

     (c) Each party shall name the other as an additional insured on a policy of
     insurance  providing  for  completed  operations coverage, including public
     liability  and  property  damages,  in an amount of at least $2,000,000 per
     occurrence  with  a deductible of no more than $25,000 per occurrence. Each
     party  shall  provide  the  other with a certificate of such insurance upon
     request.

     11.  Confidentiality.

     (a)  Licensee  acknowledges  that  (i)  as a result of the licenses granted
     hereunder,  Licensee  has  obtained and will obtain secret and confidential
     information  concerning  the H.E.R.C. Proprietary Rights, (ii) the Licensor
     will  suffer  substantial  damage  which  will  be difficult to compute if,
     during  the  term  of this Agreement or thereafter, Licensee should enter a
     business competitive with the Licensor or divulge confidential information;
     and (iii) the provisions of this Agreement are reasonable and necessary for
     the  protection  of  the  business  of  the  Licensor.

     (b) Licensee agrees that, during the term of this Agreement and thereafter,
     it  shall  not  use  or  disclose,  directly  or indirectly, to any person,
     organization  or  company,  any  of  the H.E.R.C. Proprietary Rights or any
     confidential data, inven-tions, discoveries, improvements, designs, systems
     developments,  devices,  acquired  by,  disclosed  to,  or  which  come  to
     Licensee's attention or knowledge as a licensee of the Licensor, except for
     use  in  connection  with  this  Agreement  or  under  the  express written
     direction  of  the  Licensor.

     (c)  If  Licensee commits a breach, or threatens to commit a breach, of any
     of the provisions of this Section 11, the Licensor shall have the right and
     remedy:  (i) to have the provisions of this Agreement specifically enforced
     by  any  court having equity jurisdiction, it being acknowledged and agreed
     by  Licensee that the License granted hereunder is of a special, unique and
     extraordinary  character and that any such breach or threatened breach will
     cause  irreparable  injury  to the Licensor and that money damages will not
     provide  an  adequate  remedy  to the Licensor; (ii) to require Licensee to
     account  for  and  pay  over  to  the  Licensor all damages suffered by the
     Licensor  as  a  result of any transactions constituting a breach of any of
     the provisions of this Section 11 and Licensee hereby agrees to account for
     and  pay  over  such  damages  to  the  Licensor.

     Each  of  the rights and remedies enumerated in this Section 11(c) shall be
     independent  of  the  other,  and  shall be severally enforceable, and such
     rights  and remedies shall be in addition to, and not in lieu of, any other
     rights  and  remedies  available  to  the  Licensor  under  law  or equity.

<PAGE>

     In  connection  with  any  legal  action  or proceeding arising out of this
     Section  11,  the  prevailing  party  in such action or proceeding shall be
     entitled  to be reimbursed by the other party for the reasonable attorneys'
     fees  and  costs  incurred  by  the  prevailing  party.

     (d)  If  Licensee  shall violate any covenant contained in this Section 11,
     the  duration  of such covenant so violated shall be automatically extended
     for  a  period  of  time  equal  to  the  period  of  such  violation.

     (e) If any provision of this Section 11 is held to be unenforceable because
     of  the  scope,  duration or area of its applicability, the tribunal making
     such  determination shall have the power to modify such scope, duration, or
     area,  or  all  of  them,  and  such  provision or provisions shall then be
     applicable  in  such  modified  form.

     12.  Protection  of  H.E.R.C.  Proprietary  Rights.

     (a) Nothing contained in this Agreement shall be construed as an assignment
     or grant to Licensee of any right, title or interest in and to the H.E.R.C.
     Proprietary  Rights,  it  being  agreed  that  all  rights  relating to the
     H.E.R.C.  Proprietary Rights are reserved by Licensor except for and to the
     extent  such  rights are licensed hereunder. Licensee agrees, at Licensor's
     request  and expense, to take such action as is appropriate or necessary to
     protect  Licensor's interest in and to any copyright, patent, trade secret,
     trademark  or  other  rights  relating  to the H.E.R.C. Proprietary Rights.
     Licensee  shall  execute  such applications, documents and registrations on
     behalf  of  Licensor  as  may be reasonably requested by Licensor therefor;

     (b)  Any  improvements  made  by  Licensee  or  Licensor  to  the  H.E.R.C.
     Proprietary  Rights,  whether  or  not  said improvements are patentable or
     patented  shall  be  deemed  vested  solely  in Licensor and made available
     promptly  to  Licensee  for  use hereunder provided that same shall be sole
     property  of  Licensor,  and  Licensee  hereby assigns such improvements to
     Licensor.  Licensor  hereby  agrees that Licensee shall be free to use such
     improvements  during  the  term  of  and pursuant to this Agreement without
     payment  of  any  additional  compensation  to  Licensor;  and

     (c)  Licensee  hereby  acknowledges the value of the publicity and goodwill
     associated  with  the H.E.R.C. Proprietary Rights and acknowledges that any
     goodwill,  copyright,  patent, trademark and any other rights and titles in
     and  to  the  H.E.R.C. Proprietary Rights, their design, representation and
     character,  and  adaptations,  treatments and the name thereof, exclusively
     belong to and/or are controlled by Licensor. Licensee undertakes and agrees
     not  to  use the H.E.R.C. Proprietary Rights in any manner whatsoever which
     would  materially  harm  or  damage  the  value of the H.E.R.C. Proprietary
     Rights  and  to only use such rights in accordance with and under the terms
     of  this  Agreement.

     13.  Infringement  of  H.E.R.C.  Proprietary  Rights  by  Third  Parties.

Licensee  shall promptly notify Licensor in writing of any apparent unauthorized
use  or  infringement or imitations by others of any of the H.E.R.C. Proprietary
Rights  which  may come to Licensee's attention.  Promptly after receipt of such
notice,  Licensor  and  Licensee and their respective legal counsel will meet to
jointly  discuss  what  action,  if  any, Licensor and/or Licensee may take with
respect  to  such alleged infringement.  After such discussions, Licensor shall,
based  upon advice of its legal counsel but in its sole and absolute discretion,
determine  what  action,  if  any,  will  be taken by Licensor and Licensee with
respect  to  such  alleged infringement.  In no event may Licensee take any such
action  without  the prior written consent of Licensor.  In furtherance thereof,
Licensor, if it so determines, may (i) commence or prosecute any claims or suits
in its own name; or (ii) join Licensee as a party thereto; or (iii) upon written
notice  to  Licensee, authorize and direct Licensee to commence or prosecute any
such  claims or suits in the name of Licensee, and Licensee agrees to diligently
prosecute same if so directed.  Licensee agrees to cooperate fully in any action
at law or in equity undertaken by Licensor or Licensee against such unauthorized
use,  infringement  or imitation.  Licensor agrees that all expenses incurred by
Licensee under this Section in connection with any such action shall be borne by
Licensor,  and all recoveries therein shall be for Licensor's exclusive benefit.

     14.  Adjudication  of  Licensed  Patents.

     (a)  Should  any  patent  licensed  hereunder  be  declared  invalid or not
     infringed  or  limited  in  scope  by  a final decision of a court or other
     tribunal  of competent jurisdiction in the country in which said patent was
     granted  binding  on  all  persons  in  all parts of said country, then the
     construction  placed upon said patent by said court or other tribunal shall
     be  followed  by the parties hereto from and after the date of entry of the
     decree  of  said  court or tribunal and fees and royalties for the practice
     application of Licensed Patents under Section 2, or sales or use of Related
     Products and Related Method under Section 4 which are solely dependent upon
     such  patent  construction  shall  thereafter be payable only in accordance
     with  such  construction.  Fee  and  royalty  obligations  under  Section 3
     otherwise  due  shall  be  the  continued  obligation  of  the  Licensee.

<PAGE>

     (b)  Nothing  in  this  Agreement  precludes  Licensee  from contesting the
     validity  of  any  patent  licensed  herein.  In the event that evidentiary
     material  comes  to  the  attention of Licensee subsequent to the Effective
     Date  which,  in Licensee's judgment, bears on the validity or scope of any
     patent  licensed  herein,  Licensor will in good faith discuss the material
     with  Licensee  and  will  negotiate  in  good faith a modification of this
     Agreement.

     15.  Force  Majeure

If performance of this Agreement is interfered with for any length of time by an
act  of God, war, civil commotion, earthquake or other similar occurrences which
are  beyond the control of either party, neither party shall be held responsible
for  non-performance  of  this Agreement for such a length of time. Either party
shall  use its best efforts to minimize the effects, if possible, which any such
cause  has  upon  its  respective  obligations  under  this  Agreement.

     16.  Miscellaneous.

     (a) Assignment. The License granted in this Agreement shall be binding upon
     any  successor  of Licensor in ownership or control of the Licensed Patents
     and  the  obligations  of  Licensee,  including  but  not  limited  to  the
     obligation  to  make  reports  and pay royalties, shall run in favor of any
     such  successor  and  of  any  assignee  of  Licensor's benefits under this
     Agreement.  Licensor  may  assign  this Agreement to any person to whom its
     business or any of the H.E.R.C. Proprietary Rights is transferred. Licensee
     may  assign  this Agreement, subject to prior written approval by Licensor,
     to  any  person  and  the  obligations,  duties  and covenants of Licensee,
     including  but  not  limited  to the obligation to develop and practice the
     Licensed  Patents for the Licensed Purpose, make reports and pay royalties,
     shall  run  in  favor  of  Licensor  and  are  binding  on  any assignee of
     Licensee's  benefits  and  obligations  under  this  Agreement. A change of
     ownership  or  control  of  Licensee  of fifty percent (50%) or more of the
     voting  stock  or interest of Licensee shall require the written consent of
     Licensor  to  allow  Licensee  to  continue practice the patents under this
     Section  15(a).

     (b)  Failure to Enforce. The failure of either party to enforce at any time
     or for any period of time any of the provisions of this Agreement shall not
     be  construed  as  a waiver of such provisions or of the right of the party
     thereafter  to  enforce each and every such provision. Any such waiver must
     be  in  writing.

     (c)  Relationship  of  the Parties. The relationship of the parties to this
     Agreement  is  licensor and licensee. Licensee and its agents and employees
     shall  not  be  deemed  agents  or representatives of the Licensor. Neither
     Licensee  nor  Licensor  shall  have  any  right  to enter into contract or
     commitment in the name, or on behalf of, the other, or to bind the other in
     any  respect  whatsoever.

     (d)  Notice.  All  notices  to  be  given hereunder to Licensor shall be in
     writing  and  sent to the address set forth below, or to such other address
     as  may  be  subsequently  designated  by  the  parties  hereto:

H.E.R.C.  Products  Incorporated
1420  Columbus  Avenue
Portsmouth,  Virginia  23704
Attention:  S.  Steven  Carl,  CEO

     with  a  copy  to:

John  A.  Gulick  III,  V.P.-Office  of  General  Counsel
H.E.R.C.  Products  Incorporated
23845  N.  74th  Street
Scottsdale,  Arizona  85255

<PAGE>

All  notices  to  be given hereunder to Licensee shall be in writing and sent to
the  address  set  forth  below, or to such other address as may be subsequently
designated  by  the  parties  hereto:

Seiwa  Pro  Co.,  Ltd.
2-3-20  Bessho  Matsubara
Osaka,  Japan
Postal  code  580-0005
Attention:  Masaaki  Okuda,  CEO

     with  a  copy  to:

Seiwa  Pro  Co.,  Ltd.
2-3-20  Bessho  Matsubara
Osaka,  Japan
Postal  code  580-0005
Attention:  Masaaki  Hashimoto,  Director

Notices  shall  be deemed given upon delivery by hand, by facsimile transmission
or  by overnight courier, and three days after being deposited in the U.S. mail.
Either  party may change its effective address by giving thirty (30) days notice
of  the  new  address  in  the  manner  provided  in  this  Section.

     (e)  Severability.  In  the  event  that any provision hereof is held to be
     invalid  or  void by any court of competent jurisdiction, the same shall be
     deemed  severed  from  the remainder of this Agreement, and shall in no way
     affect any other provision hereof. If any provision shall be deemed invalid
     as  being  unduly broad, such provision shall be deemed valid to the extent
     permitted  by  law.

     (f)  Blue  Penciling.  If  any  provision  of  this Agreement is held to be
     unenforceable  because of the scope, duration or area of its applicability,
     the  tribunal making such determination shall have the power to modify such
     scope,  duration  or area, or all of them, and such provision or provisions
     shall  then  be  applicable  in  such  modified  form.

     (g)  Jurisdiction;  Governing  Law.  In the event of any dispute under this
     Agreement,  then  and  in such event, each party hereto shall submit to the
     jurisdiction  of the federal and state courts located in Norfolk, Virginia,
     United  States  of  America, and neither party shall raise any objection to
     such  venue.  This  Agreement  and  all  amendments  thereto  shall, in all
     respects,  be governed by and construed and enforced in accordance with the
     internal  law  (without  regard  to  principles of conflicts of law) of the
     State  of  Virginia.

     (h)  Entire  Agreement.  With  the  express  exception  of  a  third  party
     confidentiality  and non-disclosure agreement executed by the Parties on 29
     July  2003,  this  Agreement  constitutes  the entire agreement between the
     parties  concerning  the subject matter and takes the place of all previous
     agreements  or  understandings,  whether  written  or  oral, respecting its
     subject  matter.  Any  representation,  promise, or condition in connection
     with  such subject matter which is not incorporated in this Agreement shall
     not  be  binding  upon  either  party.  This Agreement may not be modified,
     renewed,  extended,  waived,  and  (except as provided in Section 8 hereof)
     terminated  or  amended except by a writing executed by all parties hereto.
     No modification, renewal, waiver, termination or amendment shall be binding
     upon the party against whom enforcement of such is sought without a writing
     executed  by  the  parties.  As  used  herein,  the  words "terminated" and
     "termination"  include any and all means of bringing to an end prior to its
     expiration  by  its  own  terms  this  Agreement, or any provision thereof,
     whether  by  release,  discharge,  abandonment,  or  otherwise.

IN  WITNESS  WHEREOF, the parties have caused this Agreement to be duly executed
in duplicate originals by its duly authorized officers or representatives on the
date  first  written  above.

<PAGE>

LICENSOR:  H.E.R.C  Products  Incorporated



By:____________________________
Printed  Name:  S.  Steven  Carl
Title:  Chairman  &  CEO




LICENSEE:  Seiwa  Pro  Co.,  Ltd.



By:____________________________
Printed  Name:  Masaaki  Okuda
Title:  President  &  CEO
        -----------------

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                                   SCHEDULE A
                                Licensed Patents

                             "Method of Cleaning and
                  Maintaining Water Distribution Pipe Systems"
                               Applied for Patent
             (Japan. Pat. Appln. Ser. No. 521313/94 dtd. 03/22/1994)

     "Pipe System Cleaning and In-Line Treatment of Spent Cleaning Solution"
                               Applied for Patent
              (Japan Pat. Appln. Ser. No. 538767/98 dtd 03/04/1998)

              "Cleaning and Passivating Water Distribution Systems"
                               Applied for Patent
            (Japan Pat. Appln. Ser. No. 2000-573488 dtd. 10/04/1999)

                              South Korean Patents
       Method of Cleaning and Maintaining Water Distribution Pipe Systems
                                  Issued Patent
                         Ser. No. 355912 dtd. 03/22/2002

               Cleaning and Passivating Water Distribution Systems
                               Applied for Patent
                       Ser. No. 2001-7004107 on 10/04/1999

                                Malaysian Patents
  Method of Cleaning & Maintaining Potable Water Distribution Pipe Systems
                        With a Heated Cleaning Solution
                               Applied for Patent
                       Ser. No. PI95001617 dtd. 06/15/1995


                                   SCHEDULE B
                         Related Products and Equipment

                                   Line Out(R)
                             Pipe Klean(R) PreBlend
                                  Pipe Klean(R)
                                 Pipe Klean(R) C
                            Pipe Klean(R) Neutralizer
                                  Well Klean(R)
                                Well Klean II(R)
                             Well Klean(R) Preblend
                            Well Klean(R) Neutralizer

                         Mobile Recirculation Unit (MRU)


                                   SCHEDULE C
                               Related Trademarks

                                   Line Out(R)
                                  Pipe Klean(R)
                                Well Klean II(R)

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                                   SCHEDULE D
                               Exclusive Territory

                                      Japan
                                      China
                                     Taiwan
                                   South Korea
                                    Singapore
                                    Malaysia


                                   SCHEDULE E
                                 Minimum Royalty

License  Year                                 Minimum Royalty
      1                                             US  $0
      2                                          US$50,000
      3                                         US$100,000
      4                                         US$100,000
      5                                         US$100,000
     **                                         US$100,000

**  Per  annum  for  balance  of  term,  as  extended.


                                   SCHEDULE F
                             Annual Royalty Schedule

                              Sales  Amount               Royalty
                                  0-  US$1,000,000.00       10%
                      US$1,000,001.00-US$5,000,000.00        7.5%
                      US$5,000,001.00-US$10,000,000.00       5%
                      US$10,000,001.00  and above            3%

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