THIS AGREEMENT is made the 24th day of June 1999 BETWEEN:

(1)  SOIL WASH TECHNOLOGIES, INC. whose principal place of business is at 215
     North Marengo Avenue, Suite 110, Pasadena, California USA 91101 ("The
     Grantor") and

(2)  SITE REMEDIATION SERVICES LIMITED whose principal place of business is at
     Site Remediation Services Limited, Kings House, 14 Orchard Street, Bristol,
     BS1 5EH ("the Licensee")

IT IS AGREED as follows:

1.   Definitions

     The following terms shall have the following meanings:

     "Accounting Period" each 4 week period of the Term beginning on the date
     when the Plant is commissioned

     "Commencement Date" the date of this Agreement

     "Development Programme" the programme of research and development carried
     on by the Grantor in respect of the Know-how

     "Improvement" any more efficient system or apparatus for use on or with the
     production of the Products or connected to the Know-how or System

     "Initial Sum" the sum payable under clause 8.5

     "Know-how" the chemicals and the oral and written instructions, diagrams
     and similar information relevant to the use of the Plant, its controlling
     apparatus and in order to manufacture and use of the System

     "System" the processes which use the Know-how for the purpose of cleaning
     contaminated land developed by the Generator

     "Term" Perpetuity or any shorter period determined in accordance with terms
     of this Agreement.

     "Termination Date" the date of the termination of this Agreement

     "Territory" the United Kingdom of Great Britain and Northern Ireland and
     the Republic of Ireland

2.   Recitals

     2.1  The Grantor had developed the technology relating to and is the
          exclusive possessor of the Plant, the Know-how and the System which is
          had acquired in this connection.

     2.2  The Licensee wishes to be exclusively licensed to use the Plant
          Know-how and the System in the Territory

3.   Grant

     3.1  The Grantor agrees that in consideration of the Licensee's payments
          and undertakings in accordance with this Agreement the Licensee
          exclusively may use or manufacture the Know-how the Plant and the
          System during the Term in the Territory

                                       1
<PAGE>
     3.2  The Grantor shall not during the Term communicate the use of Know-how
          the System or the Plant to any other party in the Territory

4.   Initial training and support

          4.1  The Grantor will arrange for the personal instruction of the
               Licensee's personnel in the Know-how the System and the use of
               the Plant by qualified members of the Grantor's staff at the
               Grantor's premises

          4.2  Such instruction shall be limited to two employees for 30 days
               for no charge such instruction to be agreed between the parties

          4.3  The Licensee's trainees shall be given an adequate opportunity to
               study the Know-how, the System and the Plant and they may be
               permitted to make notes and sketches

          4.4  The Grantor's obligation to send skilled persons to the
               Licensee's premises, whether for the purpose of assisting in the
               start-up of the Licensee's manufacture of the Products or so as
               to render to the Licensee assistance after start-up, shall be
               limited to such reasonable number of suitably qualified persons
               as can be released by the Grantor so as to cause minimum
               interference with the Grantor's operations and current
               commitments consistent with satisfying the reasonable needs to
               the Licensee.

          4.5  Persons sent by the Generator to the Licensee's premises to
               assist the Licensee shall be furnished by Licensee with suitable
               working facilities, clerical services and proper equipment,
               materials and tools to enable any such person properly and
               efficiently to perform their duties.

          4.6  All such personnel of the Grantor shall maintain strict
               confidentiality with regard to all aspects of the Licensee's
               business coming to their knowledge save to the extent that duties
               as employees of the Grantor may require their disclosure to the
               Grantor.

          4.7  Employees of either party visiting the premises of the other
               party must be acceptable to the host party by exhibiting
               reasonable standards of character behavior and competence and
               they shall be required to conform to rules and customs generally
               accepted as laid down by the host party for its own employees or
               especially for visitors so far as those may be applicable.

          4.8  Licensee shall pay the expense of its employees sent to Grantor's
               facility for training, including travel, subsistence, and salary
               expense. Licensee shall pay the reasonable cost of travel,
               subsistence, and salary expense. Licensee shall pay the
               reasonable cost of travel, subsistence, and salary of employees
               of Grantor if Grantor's employees are required to work in the
               Territory for any reason, including training or work in
               connection with individual projects.

          4.9  To the extent that the Grantor has the information in its
               possession or control the Grantor will provide the Licensee all
               information the Licensee may reasonably request from time to time
               the Licensee to meet its business objectives in connection with
               individual projects and generally

5.   Protection of the Know-how

     The Licensee agrees:

     5.1  not at any time during or after the Term to divulge or allow to be
          divulged to any person the Know-how System or the Plant or any other

                                       2
<PAGE>
          confidential information imparted to it by the Grantor other than to
          persons who have signed secrecy undertakings in the form approved by
          the Grantor;

     5.2  not to permit any person to act or assist in the business of the
          Licensee until such person has signed such and undertaking;

     5.3  that all aspects of the Know-how System or Plant shall be treated as
          confidential information by the Licensee and:

          5.3.1 shall be disclosed only those employees or sub-contractors of
                the Licensee whose duties cannot be fulfilled without such
                disclosure and then only to the extent necessary to enable them
                to perform such duties;

          5.3.2 visitors to the premises where drawings or other elements of the
                Know-how System or Plant are present or are in use shall be
                restricted so far as necessary to minimize disclosure of all
                elements of the Know-how System or Plant;

          5.3.3 the obligation of confidence shall continue after the end of the
                Term until the Know-how System or Plant are in the public
                domain; and

          5.3.4 notwithstanding the obligation of confidence imposed under the
                terms of this Agreement it shall not be breach of this Agreement
                for either party to disclose in general terms relevant items of
                the Know-how System or Plant to customers or potential customers
                so far as it is bona fide necessary to do so in order to promote
                sales.

6.   Further provision for protection of the interests of the Grantor

     The Licensee further agrees:

     6.1  not to use the Know-how otherwise than as permitted by this Agreement;

     6.2  on the expiry of this Agreement forthwith to cease to use the Know-how
          System or Plant save as expressly authorized by the terms of this
          Agreement or by the Grantor in writing;

     6.3  not to apply for registration of any patent trade name or designation
          associated with the Grantor as a patent trade mark or service mark but
          to give the Grantor at Grantor's expense any assistance it may require
          in connection with the registration of any such patent trade name or
          designation as a trade mark in any part of the world and not to
          interfere with in any manner nor to attempt to prohibit the use or
          registration of any such patent trade name or designation by any other
          licensee of the Grantor;

     6.4  when required to do so to become a registered user of any trade mark
          registered in respect of the Products and to pay the expenses
          including registry fees involved in such registration an user;

     6.5  not to tamper with any markings or name plates or other indication of
          the source of origin of the Plant or any part of it which may be
          placed by the Grantor on the Plant or upon the containers and
          packaging in which any element of the System or Plant may be supplied;

     6.6  not to use any name or mark similar to or capable of being confused
          with any trade name or designation associated with the Grantor;

     6.7  not to use any trade name or designation associated with the Grantor
          or any derivation of them in its corporate name.

                                       3
<PAGE>
7.   Improvements

     7.1  Grantor agrees to maintain and support its development programme at
          Grantor's discretion.

     7.2  Each of the Parties shall notify the other of any Improvement which it
          contemplates or develops, and subject to clause 7.4 shall, if required
          by the other to do so, grant to the other a non-exclusive license to
          use such Improvement.

     7.3  Subject to clause 7.5 the Licensee shall have the right to use such
          Improvement which shall be deemed to be part of the Know-how System or
          Plant as appropriate.

     7.4  Any notice of an Improvement shall be accompanied by a statement as to
          intention to apply or not to apply for patent protection in respect of
          such improvement and if to apply in which countries.

     7.5  Where a party notifies the other of its intention to seek patent
          protection in respect of such Improvement the recipient shall keep all
          information communicated to it in respect of such Improvement as
          confidential and take all such steps as will ensure that any patent
          shall not be prejudiced by prior publication or similar defect.

     7.6  If either Party obtains a patent in respect of any Improvement it
          shall grant a license of it to the other at the expense of the grantee
          upon terms which comply with an EC or other relevant competition law.

     7.7  The Grantor shall have the right of first refusal of any research an
          development study in respect of any Improvement where the carrying out
          such a sturdy and the confidentiality associated with the Product
          requires that such research and development should bot be carried out
          by third parties.

     7.8  The Plant shall be deemed satisfactorily commissioned from the dated
          on the Grantor had transferred to Licensee all Know-how and System
          design information which the Grantor has in it possession. The
          Licensee shall have the right to photograph the system, make detailed
          notes and drawings of the system, record chemical names and
          concentrations used in the system, and obtain details of the plant and
          system, including schematics and drawings, that the Licensee may, at
          the Licensee's discretion, deem useful.

     7.9  If opportunities to manufacture Plant arise in connection with any
          project undertaken by the Licensee, the Grantor will be given right of
          first refusal to manufacture the same in accordance with
          specifications provided by Licensee provided that the Licensee shall
          not be obliged to contract with the Grantor for the manufacture of
          Plant unless Grantor can do so at a price reasonably competitive in
          the relevant place.

8.   Payments and shipment

     8.1  For the supply of the Know-how and the System by the Grantor to the
          Licensee and for the technical assistance provided by the Grantor to
          the Licensee under the terms of this Agreement the Licensee shall pay
          to the Grantor the sum of US $1.65 per short ton (2,000 lbs.) (to be
          adjusted annually, on the anniversary of the date of this agreement,
          in line with (pound)/US$ exchange rate so that the royalty payable for
          the following year shall be the US dollar equivalent of (pound)1) of
          earth successfully treated by the Know-how System or Plant by the
          following installments and in the following manner:

     8.2  The Licensee shall open a trust account for the benefit of the Grantor
          at a bank to be nominated by the Grantor.

     8.3  Following each relevant payment by the customer of the Licensee, the
          Licensee shall designate a sum representing the fee mentioned in 8.1,
          (net of any relevant taxed or levies) as represents that fee for the
          then successfully treated number of tonnes of earth and pay the same
          into the said trust account.

                                       4
<PAGE>
     8.4  On dates and in a manner notified by the Grantor from time to time,
          the Licensee agrees to pay such sum out of that available pursuant to
          clause 8.3 to the Grantor, net of any deductible or chargeable taxes
          or levies.

     8.5  In addition to other payments in clause 8, the Licensee shall pay to
          the Grantor one sum of US $33,000 concurrent with or in advance of the
          transfer of the Know-how and Plant design.

     8.6  The Licensee guarantees that during the twelve month period commencing
          on the earliest of the date when the Plant is successfully
          commissioned and the first anniversary of the date of this agreement
          that it will treat at least 25,000 tonnes of earth and in relation to
          each successive twelve month period will pay Grantor US $50,000 by the
          end of the first four months of the relevant year as an advance
          against the sums due under 8.1. If the Licensee fails to either treat
          such volume of earth or pay such sum for good commercial reasons, the
          parties will meet to discuss and agree any possible variations to the
          terms of this agreement.

9.   Accounting provisions for continuing fees

     9.1  The Licensee shall on the first day of the third week after the end of
          each Accounting Period render to the Grantor a statement showing all
          uses of the Plant Know-how and System made by the Licensee during such
          accounting period together (if requested in writing in accordance with
          clause 8) with payment of the fees due in respect of such sales and
          dispositions.

     9.2  The Licensee shall keep proper books of account and records and
          vouchers showing all matters connected with the manufacture sale
          disposition or use of the Products the Know-how and the System and the
          continuing fees due in respect of them.

     9.3  The Licensee shall allow the Grantor by its duly appointed officers or
          accountants at all reasonable times to inspect and take copies of or
          extracts from such books, records, vouchers and any other apparently
          relevant document as may be reasonably necessary for the purpose of
          verifying the amount due in respect of the continuing fees, and for
          that purpose shall produce to such officer or accountant all value
          added tax receipts and returns or equivalents in respect of any
          similar tax.

     9.4  Such inspection may be made at any reasonable time and notwithstanding
          termination of this Agreement.

10.  Termination

     10.1 General

     This Agreement shall terminate:

          10.1.1 on the occurrence of any of the following events which are
                 fundamental breaches of this Agreement failure to comply with
                 the terms of any Default Notice as defined in clause 10.2
                 within the time stipulated;

          10.1.2 if the Licensee goes into liquidation, either compulsory or
                 voluntary (save for the purpose of reconstruction or
                 amalgamation), or if a receiver, administrative receiver or
                 administrator is appointed in respect of the whole or any part
                 of its assets, or if the Licensee makes an assignment for the
                 benefit of or composition with its creditors generally or
                 threatens to do any of these things, or it any similar
                 occurrence under any jurisdiction affects the Licensee;

     10.2 Default Notice

          In the event of a material breach by the Licensee of any of the
          provisions of this Agreement above the Grantor may serve notice

                                       5
<PAGE>
          requiring the breach to be remedied within a reasonable time
          stipulated in that notice, but nothing in this clause shall require
          the Grantor to serve notice of any breach before taking action in
          respect of it.

11.  Termination consequences

     11.1 Procedure

          On the expiry or other termination of this Agreement the Licensee
          undertakes:

          11.1.1 to dispose of all Plant and information relating to the
                 Know-how and the System in hand in accordance with the
                 Grantor's directions;

          11.1.2 to return to the Grantor all samples and publicity, promotional
                 and advertising material

          11.1.3 to return to the Grantor all originals and copies of all
                 documents, computer software and information in any form
                 containing or covering in any way any part of the Know-how;

          11.1.4 forthwith to cease carrying on the activities permitted by this
                 Agreement;

          11.1.5 to pay to the Grantor the balance of all continuing fees due
                 under clause 10 above and fees on all Plant disposed of in
                 accordance with the Grantor's directions under the provisions
                 of this clause.

     11.2 Existing rights

          The expiry or termination of this Agreement shall be without prejudice
          to any rights which have already accrued to either of the parties
          under this Agreement.

12.  Inspection

     The Licensee shall use its reasonable endeavors to permit the Grantor's
     employees and duly appointed agents access to the premises where the Plant
     is located or the System or Know-how used at all reasonable times and
     without prior notice for the purpose of monitoring the Licensee's
     compliance with the terms of this Agreement.

13.  General

     13.1 Currency

          Any sum due under the provisions of this Agreement shall be expressed
          and pain in US dollars as shall be converted into the same at the
          official rate of exchange in London at the close of business on the
          last day of the calendar month during which the Products were sold or
          relevant tonne of earth cleaned.

     13.2 Warranty of power to enter Agreement

          13.2.1 Each of the parties warrants its power to enter into this
                 Agreement.

          13.2.2 The Grantor warrants to the Licensee that it exclusively and
                 absolutely owns and will, so far as it is aware, remain owning
                 during the term of this agreement the rights which it purports
                 to grant to the Licensee hereunder and knows of no reason or
                 circumstance why the Licensee may not be able to have free and
                 unfettered rights to use those System, Plant or Know-how which
                 this agreement grants to the Licensee as anticipated by this

                                       6
<PAGE>
                 agreement and the Grantor further agrees to indemnify the
                 Licensee against all costs, claims, damages, losses or expenses
                 including all consequential losses suffered by it in the event
                 that this warranty is breached or proves to be untrue to any
                 degree.

     13.3 Sale of Plant

          13.3.1 If at any time the Licensee wishes to sell, transfer, assign or
                 otherwise part with the Plant or any interest in it the
                 Licensee shall immediately give notice of that desire to the
                 Grantor and offer by notice in writing to the Grantor to sell
                 the same to the Grantor.

          13.3.2 If the Grantor accepts such offer within 60 days the Licensee
                 shall sell and the Grantor shall purchase the Plant for the
                 consideration and on the conditions ascertained as set out
                 below and such sale and purchase shall be completed within 30
                 days of the date of acceptance or the date on which the price
                 becomes ascertained later.

          13.3.3 The price and the conditions of such sale and purchase shall be
                 as agreed between the parties, the price representing the net
                 market value of the Plant and the conditions shall be such as
                 in the circumstances would be normal and reasonable. In the
                 event of a failure to agree on the price and conditions these
                 shall be settled by a chartered accountant chosen by the
                 parties or (in the event of a failure to agree on the choice of
                 a chartered accountant within 14 days) by the President for the
                 time being of the Institute of Chartered Accountants in England
                 and Wales, and such chartered accountant shall act as an expert
                 and not as an arbitrator and his decision shall be conclusive
                 and binding on the parties and the costs of such chartered
                 accountant in certifying as above shall be shared equally by
                 the parties.

          13.3.4 On sale or transfer by the Licensee of the Plant the rights of
                 the Licensee, in so far as they relate to such assets so
                 disposed of, shall terminate but without prejudice to the
                 existing obligations of the Licensee.

          13.3.5 If within 60 days of receipt of such notice the Grantor has not
                 indicated to the Licensee its acceptance of such offer the
                 Licensee shall be free within 3 months of such notice to sell,
                 transfer, assign, lease or sublet or otherwise part with the
                 Plant and clause 13.3.3 shall apply.

          13.3.6 No third party who acquires the Plant or any interest in it
                 shall receive disclosure of the Know-how or any part or it
                 unless such person has been approved by the Grantor and had
                 agreed to be bound by the terms and conditions set by the
                 Grantor.

13.4 Interest

     All sums due from either of the parties to the other which are not paid on
     the due date (without prejudice to the rights of the Grantor under this
     Agreement) shall bear interest from the day to day at the annual rate of
     18% (or the maximum rate allowed by law).

13.5 Force majeure

     If either party is prevented from fulfilling its obligations under this
     Agreement by reason of any supervening event beyond its control, including
     (but not by way of limitation) war, national emergency, flood, earthquake,
     strike or lockout (other than a strike or lockout induced by the party so
     incapacitated), then:

     13.5.1 the party unable to fulfill its obligations shall immediately give
            notice of such event to the other party and shall do everything in
            its power to resume full performance;

                                       7
<PAGE>
     13.5.2 subject to clause 13.5.1 neither party shall be deemed to be in
            breach of its obligations under this Agreement;

13.6 Whole Agreement

     This Agreement contains the whole agreement between the parties and
     supersedes any prior written oral agreement between them in relation to its
     subject matter and the parties confirm that they have not entered into this
     Agreement on the basis of any representations that are not expressly
     incorporated into this Agreement.

13.7 No modification

     This Agreement may not be modified except by an instrument in writing
     signed by both of the parties or their duly authorized representatives.

13.8 Headings

     Headings contained in this Agreement are for reference purposes only and
     shall not be incorporated into this Agreement and shall not be deemed to be
     any indication of the meaning of the clauses to which they relate.

13.9 Governing law

     13.9.1 This Agreement shall be governed by the law of the State of
            California. U.S.A. in every particular including formation and
            interpretation and shall be deemed to have been made in California.

     13.9.2 Any proceedings arising out of or in connection with this Agreement
            must be brought in any court of competent jurisdiction in
            California.

     13.9.3 Any notice of proceedings or other notices in connection with or
            which would give effect to any other method of service be served on
            any party in accordance with clause 13.10 below.

     13.9.4 The address for service of the Grantor shall be the address set out
            at the head of this Agreement.

     13.10 Notices

          13.10.1 Any notice, consent or the like (in this clause referred to
                  generally as "notice") required or permitted to be given under
                  this Agreement shall not be binding unless in writing.

          13.10.2 Notice may be given personally or sent to the party to be
                  notified by pre-paid first class post, or by electric mail or
                  facsimile transmission, sent to its address or number as set
                  out above or otherwise notified for the purposes of this
                  clause 13.

          13.10.3 Notice given personally shall be deemed given at the time of
                  delivery.

          13.10.4 Notice sent by post in accordance with this clause shall be
                  deemed given at the commencement of business on the seventh
                  business day next following its posting.

          13.10.5 Notice sent by electronic mail or facsimile transmission in
                  accordance with this cause shall be deemed given at the expiry
                  of 24 hours from the time of transmission to the correct
                  electronic mail or facsimile number of the addressee.

                                       8
<PAGE>
     13.11 Waiver

          The failure by either party to enforce at any time or for any period
          any one or more of the terms or conditions of this Agreement shall not
          be a waiver of them or of the right at any time subsequently to
          enforce all the terms and conditions of this Agreement.

     13.12 Interpretation

          Unless the context otherwise requires:

          13.12.1 words importing the singular number shall include the plural
                  and vice versa;

          13.12.2 words importing any particular gender shall include all other
                  genders;

          13.12.3 reference to persons shall include bodies of persons whether
                  corporate or incorporate.

     13.13 Survival of terms

          The warranties and indemnities contained in this Agreement and the
          provisions for payment of and accounting in respect of continuing fees
          and other sums due to the Grantor under this Agreement shall survive
          the termination or expiry of this Agreement.

     13.14 VAT

          All sums payable to the Grantor under this Agreement are exclusive of
          valued added tax which shall, where applicable, be paid in addition at
          the rate in force at the due time for payment subject to the Grantor
          either supplying a VAT invoice to the Licensee or informing the
          Licensee of his VAT registration number.

     13.15 No agency or partnership

          The Parties are not partners or joint ventures nor is the Licensee
          entitled to act as the Grantor's agent nor shall the Grantor be liable
          in respect of any representation act or omission of the Licensee of
          whatever nature.

     13.16 Severance

          In the event that any provision of this Agreement is declared by any
          judicial or other competent authority to be void, voidable, illegal or
          otherwise unenforceable or indications of the same are received by
          either of the parties from any relevant competent authority the
          parties shall amend that provision in such reasonable manner as
          achieves the intention of the parties without illegality

     13.17 Sub Contracting

          The Licensee may allow the use of the Know-how, System or Products to
          a third party where necessary for the fulfillment of any obligations
          sub-contracted to such third party by the Licensee provided that the
          Licensee shall first take full account of any representations the
          Grantor may have in relation to the same.

                                       9
<PAGE>
     IN WITNESS to the agreement set out above the parties have caused this
agreement to be executive below.

Signed by for and on behalf of Soil Wash Technologies, Inc.

/s/ Neil C. Kitchen                              Date: June 24, 1999
--------------------------------------                 -------------
Neil C. Kitchen, Senior Vice President


Signed by for and on behalf of Site Remediation Services Limited

/s/ John Garner
--------------------------------------

                                       10