INTERNATIONAL LICENSING AND CONSULTING AGREEMENT


     This  International Licensing Agreement (hereinafter  called
"Agreement') is entered into and made as of the date last written
herein between KENMAR Company Trust (hereinafter called "KENMAR")
and  AimRite  Holdings Corporation (hereinafter  called  "AimRite
Holdings")  and  also  hereinafter individually  referred  to  as
"party" or "Party" or collectively referred to as the parties" or
"Parties" is made with reference to the following facts:

     WHEREAS both KENMAR and AimRite Holdings believe that  their
combined  efforts in the development, production and  sale  of  a
Computer  Optimized Adaptive Suspension Technology including  the
Setflex  Air  Suspension  System  based  on  certain  proprietary
information,  suspension  technology,  confidential  information,
trade secrets, documentation, copyrights, trademarks, tradenames,
documentation, patents and pending patents held by  KENMAR  would
be in the best interests of both Parties; and


     WHEREAS  AimRite  Holdings  is  desirous  of  utilizing  the
services of certain consultants who are under contract to  KENMAR
in order to assist it in the fulfillment of its obligations under
this agreement.


     IT IS THEREFORE AGREED AS FOLLOWS:


  1.   Definitions


     a.    The  Suspension  Technology The term  "The  Suspension
Technology"  as  used  herein shall mean  the  hardware  designs,
control    algorithms,   proprietary   information,    inventions
(patentable   or  unpatentable),  ideas,  methods,  data,   trade
secrets,   confidential   information,  copyrights,   trademarks,
tradenames, patents and patents pending owned by or which are  or
hereafter  owned,  developed or obtained  by  KENMAR  and/or  its
consultants   relating  to  the  following  patents:  #4,722,548,
#4,634,142, #4,651,838, #4,677,263 #5,529,152 and any  subsequent
patents or patents pending derived therefrom.


     b.   Customer The term "customer" shall mean those third parties,
whether  individual,  corporate or otherwise  that  purchase  any
product  manufactured  by AimRite Holdings using  the  technology
either directly, through an OEM Agreement or sublicense.


     c.   Price. The term " Price" shall mean the price charged by
AimRite  Holdings for the products manufactured or caused  to  be
manufactured,  distributed or sold by  it  using  the  technology
under this agreement, sublicense or any O.E.M. agreement.


     d.   Sale. The term "sale" as used herein shall mean any contract
or  agreement,  written, electronic or oral by which  a  customer
obtains  the  possession  or  use of a  product  manufactured  by
AimRite Holdings using the suspension technology licensed herein.
This  term  shall  include any payments received  by  AimRite  on
account of any O.E.M. agreements and/or sublicenses:


     e.    Original Equipment Manufacturer's Agreements. The term
"Original   Equipment   Manufacturer's  Agreements"   or   O.E.M.
Agreements means those agreements entered into from time to  time
by  AimRite  Holdings which allow AimRite Holdings to  offer  the
products  using the technology for manufacture, distribution  and
sale  to  customers  as part of a package at  a  price  which  is
competitive  to  that  offered  through  AimRite  Holdings'   own
distribution network.


     f.    Trademark. The term "trademark" shall mean the acronym
"COAST" the words "SETFLEX" , Setflex Air Suspension and any  and
all symbols, stylized logos, trademarks, trade names, slogans  or
service  marks  whether  or not copyrighted,  service  marked  or
trademarked,   of  any  kind  associated  with   the   suspension
technology,  including  but not limited  to  the  term  "Computer
Optimized Adaptive Suspension Technology" from which the  acronym
is  derived  and  any and all other such trademarks,  as  defined
herein, which are developed by KENMAR and/or its consultants.


     g.     Confidential  Information.  The  term   "confidential
information" shall mean all information obtained by  or  provided
to  AimRite Holdings by KENMAR and/ or its consultants during the
course  of  this  agreement with relation to the development  and
sale of the suspension technology.


  2.   Grant of License


     a.   KENMAR hereby appoints AimRite Holdings as its non-exclusive
master  licensee  for the manufacture, sales and distribution  of
products  derived from the suspension technology for  the  entire
world  subject to its faithful performance of the terms  of  this
agreement.  AimRite  Holdings  understands  and  agrees  that  no
exclusive  license is created or intended by this  agreement  and
that  KENMAR  has the right to engage in similar agreements  with
other  master licensees for the same geographical area which  may
be  contemplated by the parties to this agreement as well as make
direct sales of products derived from the suspension technology.


     b.   Original Equipment Manufacturers Agreements and Sublicenses.
AimRite  Holdings  is authorized to enter into O.E.M.  Agreements
and  sublicenses with customers, if necessary to  facilitate  the
performance of its duties under this agreement. Such sublicenses,
shall be subject to the approval of KENMAR.


     c.    Use of Name During the term of this agreement, AimRite
Holdings shall be authorized to use the trademarks, as defined in
this  agreement in its advertising and sales material subject  to
the  approval of KENMAR. The parties agree that KENMAR  owns  all
the   rights  to  the  trademarks  and  any  derivatives  thereof
throughout the world..


     d.   Direct Sales by KENMAR. KENMAR retains the right to make
direct sales to customers, including multi-national corporations,
governmental  agencies  and  governments  whom  it  has  directly
contacted at such prices and under such circumstances as  it,  in
its  sole  discretion, shall deem to be in the best interests  of
KENMAR.


  3.   Payment


     a.   Payment Amount. For the grant of the licensing rights herein
AimRite Holdings shall transfer to KENMAR within 10 days  of  the
signing  of  this  agreement one million seven  hundred  thousand
(1,700,000) shares of stock in AimRite Systems International  and
two million (2,000,000) shares of stock in AimRite Holdings.   As
and  for  further  consideration for the  grant  of  the  license
herein,  for  each  sale as defined in Paragraph  I  (d)  herein,
KENMAR  shall be entitled to receive eight percent  (8%)  of  the
AimRite Holdings price as defined in Paragraph I (c).


     b.   Sales Tax AimRite Holdings shall be responsible for the
collection and payment of any applicable sales tax.


     c.   Remittance of funds All payments received from the sales
shall  be  remitted to KENMAR or the assignees named in Paragraph
3(g)  hereof  within 30 days of the receipt  of  funds  from  the
customer by AimRite Holdings. This right to payment shall survive
the termination of this agreement.


     d.   Payment for Underpayment Any payment found to be due to
KENMAR  and/or  the  assignees named  in  Paragraph  3(g)  hereof
pursuant  to any review or audit conducted pursuant to Paragraphs
4  (d) shall be paid immediately by AimRite Holdings plus ten per
cent (10%) per annum from the date such payment was due.


     e.   No Offsets All sums payable by one party to the other or the
assignees  named  in  Paragraph 3(g)  under  the  terms  of  this
agreement  shall be paid without offsets, setoff; or  adjustments
of any kind.


     f.   Past Due Payments Any past due payments owing from one party
to  the  other  or the assignees named in Paragraph  3(g)  hereof
shall  accrue interest at the rate of ten percent per annum until
paid.


     g.   Assignment KENMAR hereby irrevocably assigns two percent
(2%) of the total payments due to it under Paragraph 3 (a) hereof
to  James Hamilton. KENMAR further hereby irrevocably assigns two
percent (2%) of the total payments due to it under Paragraph 3(a)
hereof  to Lonnie Woods. It is the intent of this paragraph  that
the  payments due to James Hamilton and Lonnie Woods pursuant  to
this  assignment shall be calculated in the same  manner  as  the
payments due KENMAR under Paragraph 3 (a) and thereafter  applied
as  a  reduction of the amount due KENMAR by AimRite Holdings  so
that the amounts due James Hamilton and Lonnie Woods are based on
the term "sale" as defined in Paragraph l(d). It is the intent of
this  calculation that KENMAR receive a net of four percent  (4%)
and James Hamilton and Lonnie Woods two percent (2%) each out  of
the total of the eight percent (8%) called for in Paragraph 3(a).


     h.   Consultants AimRite Holdings shall pay to KENMAR a monthly
consulting  fee plus costs for the use of consulting services  of
Lonnie  Woods and James Hamilton or for such other or  additional
consultants as KENMAR shall, in its sole and absolute discretion,
deem necessary and appropriate to assist AimRite Holdings in  the
fulfillment  of its obligations under Paragraph 4 hereof  as  set
forth  in paragraph 5 hereof. AimRite Holdings agrees to pay  for
such costs and services as billed for by KENMAR.


  4.   Obligations of AimRite Holdings


     a.   Manufacturing, Distributing and Sales. AimRite Holdings
shall  diligently  work to develop, manufacture,  distribute  and
sell products based the technology.


     b.   Distributorships and Manufacturing Sublicenses. AimRite
Holdings  shall exercise its best efforts, if it deems  necessary
and   appropriate,  to  seek  and  obtain  agreements,  including
sublicenses,  for  the  manufacture,  distribution  and  sale  of
products based on the technology. Such agreements are subject  to
the review and approval of KENMAR.


     c.   Authority AimRite shall have no right, power or authority to
bind  KENMAR to any agreement without the written consent of  and
acceptance by KENMAR.

d.   Supervision and Marketing. AimRite Holdings shall diligently
supervise and monitor the performance of all sublicensees and
distributors who are parties to agreements obtained by it for the
manufacture and/or distribution of products based on the
suspension technology. Other duties shall include, but not be
limited, to:

       (i)  Providing regular updates to KENMAR of the significant sales
     and accomplishments of AimRite Holdings with reference to the
     development,  manufacturing  and  sales  of  the  suspension
     technology.


       (ii) Receiving and responding to all support related questions
     regarding the suspension technology from customers.


     e.   Records. Maintain full, clear and accurate records with
respect  to all sales and make such records available at  AimRite
Holdings' cost to KENMAR and/or those parties to whom KENMAR  has
assigned  part  of  the  royalty payable  hereunder  pursuant  to
Paragraph  3(g), upon reasonable request but not later  than  one
week  after  such  request,  at the offices  of  KENMAR.  AimRite
Holdings further agrees to allow such auditors and accountants as
may be employed by KENMAR and/or those parties to whom KENMAR has
assigned  part  of  the  royalty payable  hereunder  pursuant  to
Paragraph 3(g) access to its books and records relating to  sales
as  defined in this Agreement. If the amount found due and  owing
to  KENMAR  under this Agreement is more than 25% of  the  actual
amount  paid,  then  AimRite Holdings shall pay  KENMAR's  actual
costs in performing the review of the records, including but  not
limited  to, such professional fees and costs as are incurred  by
KENMAR..


     f.   Reports AimRite Holdings shall provide a quarterly marketing
report  for KENMAR describing AimRite Holdings' activities during
the  prior  period  with  reference to  the  fulfillment  of  its
obligations under this agreement.


     g.   Payment to Assignees AimRite Holdings shall pay the sums
which  have  been  assigned to Lonnie Woods  and  James  Hamilton
pursuant  to Paragraph 3(g ) of this agreement directly to  those
individuals named therein and provide a report thereof to KENMAR.
It  is  specifically agreed that James Hamilton and Lonnie  Woods
are  intended third-party beneficiaries of this agreement to  the
extent  of  the assignments set forth in Paragraph 3(g)  and,  to
that  extent,  may enforce those rights directly against  AimRite
Holdings.


     h.   No Modification or Reverse Engineering. AimRite Holdings
will  not  modify,  reverse engineer, decompile  or  enhance  the
software  associated  with  the  suspension  technology   without
KENMAR's  prior written consent. KENMAR shall own all proprietary
rights  in  any  such modifications or enhancements  and  AimRite
Holdings  hereby  transfers and assigns all  proprietary  rights,
including patent, copyright and trade secret rights to  any  such
modifications or enhancements to KENMAR.


     i.   Copyright and Patent Notice AimRite Holdings agrees to place
a  copyright, trademark and patent notices identifying KENMAR  as
the  copyright, trademark and/or patent owner on such  copies  of
the  suspension  technology where such notice  does  not  already
appear.  Such  notices  shall  also  appear  in  any  of  AimRite
Holdings' advertisements and promotional material.


  5.   Obligations of KENNLAR


     a.   Consulting Services KENMAR shall provide the services of
such consultants as agreed upon herein to assist AimRite Holdings
in  the  fulfillment of its obligations under Paragraph 4  hereof
and as follows. The payment for such consultants is set forth  in
Paragraph  3(h). KENMAR will, at the request of AimRite Holdings,
provide  its consultants to reasonably personally assist  in  the
closing  of  major  potential sales by  distributors.  Reasonable
personal  assistance shall include reasonable telephonic  support
from  the  United  States.  In the  event  KENMAR  shall  send  a
consultant  traveling  for the purpose of assistance  to  AimRite
Holdings under the terms of this agreement AimRite Holdings shall
provide transportation, meals and lodging for the consultant. All
transportation  costs  shall  be  paid  by  AimRite  Holdings  in
advance.


     b.    Right of First Refusal In the event that KENMAR or its
consultants shall develop new or additional technology  based  on
or  related to the suspension technology licensed herein,  KENMAR
shall  first offer such new or additional technology  to  AimRite
Holdings under the same terms and conditions of this agreement so
long  as  AimRite is, in the sole and absolute opinion of KENMAR,
in compliance with the terms of this agreement.


  6.   Non-Circumvention


     Both  Parties agree that, during the term of this  agreement
and  thereafter,  that  neither party will,  either  directly  or
indirectly,  entertain,  engage or participate  in  any  activity
designed to circumvent the terms of this agreement or the  rights
accruing  to  the parties after termination of this agreement  by
engaging in dealings or conduct the object of which would  be  to
deprive  either party of their expectations under this Agreement.
Neither party shall directly or indirectly, entertain, engage  or
participate  in  any attempt by any heir, successors,  assign  of
any'  entity to circumvent this agreement nor shall any party  to
this   Agreement  engage  in  the  dealings  prohibited  by  this
paragraph with any entity known or suspected by either  party  to
have  been  established  for  the purpose  of  circumventing  the
Agreement. This Paragraph shall not apply if KENMAR exercises its
rights under Paragraphs 2(a) and 2(d) if this agreement.


  7.   Termination


     a.   In General. This agreement is deemed to have commenced on
the  date  this  agreement is signed and shall remain  in  effect
thereafter  for twenty years from the date of the first  sale  of
the  suspension technology or the term of the last to  expire  of
any patents or pending patent rights licensed to AimRite Holdings
under this agreement or pursuant to the exercise of any right  of
first  refusal provided for this agreement, whichever is  longer.
Either party may terminate this agreement within thirty (30) days
prior written notice based on any of the following:


       (i)  The other party's failure to comply with any term  or
     obligation set forth in this agreement within thirty (30) days
     after written notification of such failure.


       (ii) Mutual agreement of the parties.


     b.    Rights  and Duties Upon Termination. In the  event  of
termination  of  this agreement both parties  and  the  assignees
named in Paragraph 3(g) shall have the rights and obligations set
forth in Paragraphs 2 and 3 of this Agreement until such time  as
the last unit of the suspension technology licensed hereunder  is
sold  by  either  AimRite  Holdings directly,  under  any  O.E.M.
agreement or a sublicense. Payments to KENMAR for the services of
consultants  pursuant to Paragraph 3(h) shall be immediately  due
and  payable.  AimRite  Holdings  shall  immediately  return  all
confidential  information to KENMAR. The provisions of  Paragraph
4(h) shall also survive the termination of this agreement.


  8.   Relationship of the Parties


     Neither   AimRite   Holdings  nor  KENMAR   (including   its
consultants)  are  authorized to obligate the other  party  other
than  as stated in this Agreement. This Agreement does not create
a  joint venture, partnership or association. The relationship of
the  parties shall be as principal to principal. AimRite Holdings
shall  not  obtain or claim any right, title or interest  in  any
work product, patent, pending patent, writings, ideas or concepts
either   written,   electronic  or  oral  from   any   consultant
contractually  obligated to KENMAR who services are  provided  to
AimRite   Holdings   under   this  agreement   and   specifically
acknowledges that all such work product, patent, pending  patent,
writings,  ideas or concepts either written, electronic  or  oral
are the exclusive property of KENMAR.


  9.   Indemnification


     a.   By KENM4R . KENMAR shall indemnify and hold harmless AimRite
Holdings  against any and all liability, suits,  claims.  losses,
damages  and  judgments,  and  shall  pay  all  costs  (including
reasonable  attorneys fees) and damages to the extent  that  such
liability,  costs  or  damages  arise  from  a  claim  that   the
suspension  technology  infringes on  any  third  party's  United
States patent or copyright. KENMAR may, at its option, defend  or
settle  such action, or any part thereof brought against  AimRite
Holdings  arising  from  a  claim  that  such  infringement,   as
described  herein, has occurred. KENMAR's obligations under  this
section  are  conditioned on being given  (i)  Prompt  notice  in
writing  of such claim by AimRite Holdings and (ii) the right  to
control  and direct the investigation, defense and settlement  of
each such claim. The provisions of this section shall survive any
termination of this agreement

b.   By AimRite Holdings. AimRite Holdings shall indemnify and
hold harmless KENMAR against any and all liability, suits,
claims. losses, damages and judgments, and shall pay all costs
(including reasonable attorneys fees) and damages to the extent
that such liability, costs or damages arise from a claim that the
suspension technology was the proximate result of any non-patent
infringement damages by any third party. AimRite Holdings may, at
its option, defend or settle such action, or any part thereof
brought against KENMAR arising from that a claim for damages, as
described herein, has occurred. AimRite Holdings' obligations
under this section are conditioned on being given (i) Prompt
notice in writing of such claim by KENMAR and (ii) the right to
control and direct the investigation, defense and settlement of
each such claim. The provisions of this section shall survive any
termination of this agreement.

  10.  General Provisions


     a.   Assignment. Neither KENMAR nor AimRite Holdings Owner will
assign  any  of  the rights or obligations under  this  agreement
without the prior written consent of the other party.


     b.    Notices All notices under this agreement to be sent by
certified mail, return receipt requested, to the address below or
to  any  other  address to which the parties may, from  time  top
time, designate:


     KENMAR:

     AimRite Holdings:


     c.   Integration and Amendment This written Agreement sets forth
the  entire  understanding of the parties  with  respect  to  the
subject  matter  of  this  Agreement  and  supersedes  all  prior
agreements, understandings and negotiations with respect  to  the
subject  matter hereof. Neither party to this Agreement (nor  its
officers, agents, employees, representatives or attorneys  of  or
for  any party) has made any statement or representation  to  any
other party regarding any fact relied upon in this Agreement, and
each  party  does  not rely on any statement,  representation  or
promise  of  any  other  party (or any officer,  agent  employee,
representative or attorney for the other party) in executing this
Agreement  except  as  expressly stated in  this  Agreement.  Any
amendments  to  this Agreement must be in writing and  signed  by
both parties.


     d.   Investigation Each party to this Agreement has made such
investigation of the facts pertaining to this Agreement  and  all
the matters pertaining thereto as it deems necessary.


     e.   Review and Ratification Each party or responsible officer
thereof  has  read  this  Agreement,  including  each  and  every
provision  thereof,  and understands the  contents  thereof  Each
party  represents  that  the  shareholders  of  each  party   has
consented either in writing or at a meeting of shareholders  duly
held, to the transactions contemplated hereby.


     f.   Construction Each party has cooperated in the drafting and
preparation of this Agreement. Hence, in any construction  to  be
made  of  this Agreement, the same shall not be construed against
any party.


     g.   Terms Each term of this Agreement is contractual and not
merely a recital.


     h.    Legal Advice Each Party has received independent legal
advice from its respective attorneys with regard to the making of
this Agreement and each and every term hereof


     i.    Consideration Both parties acknowledge that they  have
received equal, valuable and legally sufficient consideration  in
return  for  the  obligations  and  benefits  given  under   this
Agreement.


     j.   Governing Law This Agreement shall be deemed to have been
executed  and  delivered  in the State of  Nevada  and  shall  be
governed by and interpreted with the Laws of the State of  Nevada
except  those laws relating to choice of law. The parties  hereby
agree  that any dispute regarding the interpretation or  validity
of  this  Agreement will be subject to the exclusive jurisdiction
of the Nevada State Courts in and for Clark County, Nevada and to
the  personal and exclusive jurisdiction and venue of this court.
The  parties  agree that the prevailing side in any such  dispute
shall be entitled to reasonable attorney's fees in enforcing this
Agreement.


     k.   Waiver. Failure by 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 and  shall
in   no  way  effect  a  party's  right  to  later  enforce  such
provisions.


     l.   Severability. If any part of this Agreement is determined by
any  court or tribunal of competent jurisdiction to be wholly  or
partially  unenforceable  for any reason,  such  unenforceability
shall not affect any other part of this agreement.


     m.   Remedies. All rights conferred under this Agreement or by
any  other  instrument  or law shall be  cumulative  and  may  be
exercised singularly or concurrently. Each party agree  that  any
breach  of this agreement would cause irreparable damage  to  the
other  parties to this agreement and that, in the event  of  such
breach,  the  remaining party to this agreement  shall  have,  in
addition  to  any  and  all remedies at  law,  the  right  to  an
injunction,  specific performance or such other equitable  relief
to  prevent the violation of such party's obligations under  this
agreement.


     n.   Good Faith and Fair Dealing All implied in law covenants of
Good  Faith  and  Fair  dealing shall  be  incorporated  by  this
reference into this agreement.


     o.   Future Benefits This Agreement is binding upon and shall
inure  to  the benefit of the parties, their heirs and successors
in interest whether individual, or corporate.


     p.   Time. Time is of the essence in this agreement.


     q.   Execution by Facsimile This Agreement may be executed in
counterparts  and  by facsimile signature. When  each  party  has
signed  and  delivered  at  least  one  such  counterpart,   each
counterpart shall be deemed an original and, when taken  together
with  other  signed counterparts, shall constitute one  agreement
which  shall be binding on all parties. No counterpart  shall  be
effective  until  all  of  the parties  here  have  executed  and
exchanged an executed counterpart hereof


     AGREED:


     KENMAR  COMPANY  TRUST                     AIMRITE  HOLDINGS
CORPORATION


     Dated: Feb 25, 1997                     Dated: Feb 25, 1997

     By:                                By:




     /s/ Kenneth P. Coleman (T)                   /s/ Kenneth  P.
Coleman

     Trustee                                 President