EXHIBIT 10.11

                                LICENSE AGREEMENT


         This License Agreement (this "Agreement") is entered into effective the
13th day of October,  1998 between PAUL ARTZER,  an individual  ("Artzer");  and
ENVIROCON CORPORATION, a Nevada corporation (the "Envirocon").

                                 R E C I T A L S

     A. Artzer desires to license and/or convey,  under circumstances  described
     below, certain intellectual property described below; and

     B.  Envirocon  desires  to  acquire a license  to and/or  ownership  of the
     intellectual property described below.

         NOW, THEREFORE, the parties agree as follows:

         1.  License  of  Intellectual  Property.   Subject  to  the  terms  and
conditions of this Agreement,  on the Closing Date and in  consideration  of the
Purchase Price set forth below,  Artzer will grant to Envirocon an  irrevocable,
exclusive,   fully-paid,   royalty-free,   unrestricted   license   to  use  all
intellectual  property of Artzer (the "License"),  deriving from Artzer's right,
title  and  interest  in  and to  (a)  all  inventions  (whether  patentable  or
unpatentable and whether or not reduced to practice),  all improvements thereto,
and all patents, patent applications, and patent disclosures,  together with all
reissuances,  continuations,  continuations-in-part,  revisions, extensions, and
reexaminations  thereof, (b) all trademarks,  service marks, trade dress, logos,
trade names, and corporate names,  together with all translations,  adaptations,
derivations,  and  combinations  thereof and including  all goodwill  associated
therewith,  and all  applications,  registrations,  and  renewals in  connection
therewith,  (c) all copyrightable  works, all copyrights,  and all applications,
registrations,  and renewals in connection therewith, (d) all mask works and all
applications, registrations, and renewals in connection therewith, (e) all trade
secrets and confidential  business  information  (including ideas,  research and
development,  know-how,  formulas,  compositions,  manufacturing  and production
processes and techniques,  technical data,  designs,  drawings,  specifications,
customer  and supplier  lists,  pricing and cost  information,  and business and
marketing plans and proposals),  (f) all computer  software  (including data and
related documentation), (g) all other proprietary rights, and (h) all copies and
tangible  embodiments  thereof (in  whatever  form or medium),  insofar and only
insofar as any of the above-described  items cover or relate to cotton products,
housing panel  systems,  and machinery and  manufacturing  equipment  associated
therewith, but not otherwise.

     The  intellectual  property  of  Artzer  being  licensed  to  Envirocon  is
hereafter referred to as the "Intellectual Property."

     2. Purchase Price.  The Purchase Price for the License is One Hundred Fifty
Thousand United States Dollars ($150,000).

                                            Initials:Artzer:PA Envirocon FG

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     3. Payment of Purchase Price. Envirocon has already advanced $89,000 of the
Purchase  Price to Artzer  (directly  or to other  persons  for the  benefit  of
Artzer) and Artzer acknowledges  receipt of same.  Envirocon shall pay to Artzer
$61,000,  which  constitutes the balance of the Purchase Price, on or before the
date that  Envirocon  has  obtained  equity  capital  in an amount not less than
$1,000,000. In the event that Closing does not occur, Artzer agrees to return to
Envirocon,  within ten business days, any portion of the Purchase Price advanced
to Artzer.

     4. Transfer of Ownership of Intellectual  Property.  Artzer will assign and
transfer  ownership of the Intellectual  Property to Envirocon for no additional
consideration  after (i) payment of the Purchase  Price and (ii)  Envirocon  has
obtained equity capital in an amount not less than $1,000,000.

     5. Artzer's  Representations  and Warranties.  Artzer, on behalf of himself
and his  successors  and  affiliates,  represents  and  warrants to Envirocon as
follows:

                  5.1 Authorization.  Artzer has the full power and authority to
enter  into this  Agreement  and to carry  out his  obligations  hereunder.  The
execution  and  delivery  of  this  Agreement  and  the   consummation   of  the
transactions  contemplated  hereby do not  violate,  result  in a breach  of, or
constitute  a default  under any  judgment,  order or decree to which  Artzer is
subject.  The  execution,  delivery and  performance of this Agreement by Artzer
will not  violate,  with or without  the giving of notice  and/or the passage of
time, any provision of law now  applicable to Artzer,  or result in the creation
of any lien,  charge or encumbrance upon any of the assets of Artzer pursuant to
any indenture,  mortgage,  deed of trust, loan agreement,  or other agreement or
instrument  to which  Artzer is a party or by which  Artzer may be bound,  or to
which he may be subject.  The  transactions  contemplated by this Agreement will
not require the authorization, consent or approval of any third party.

                  5.2  Title to  License.  Artzer  is the owner and has good and
marketable title to the Intellectual  Property being licenses and/or transferred
to  Envirocon  hereunder,  free  and  clear of all  claims,  liens,  pledges  or
encumbrances of any kind, and if and when ownership of the Intellectual Property
is  transferred,  Envirocon  will  receive  good  and  marketable  title  to the
Intellectual  Property,  free  and  clear  of  all  claims,  liens,  pledges  or
encumbrances of any kind.

                  5.3 No  Commitments.  Artzer is not a party to or bound by any
written or oral  agreement,  partnership,  joint venture,  lease,  commitment or
other understanding or obligation which affects the Intellectual Property.

                  5.4  Compliance  with Laws.  Artzer is not in violation in any
material respect of any law, rule,  regulation,  order,  injunction or decree of
the government or courts of the United States or any state or other jurisdiction
which  affects  or  could  affect,  directly  or  indirectly,  the  Intellectual
Property.

                  5.5 Intangible  Assets.  All of Artzer's patents,  trademarks,
trade names and copyrights,  and registration and applications therefor, if any,
are valid and in good  standing,  and no  proceedings  involving the  invalidity
thereof or ownership by Artzer thereof are pending or to Artzer's knowledge have
been threatened. Artzer owns the entire right, title and interest in

                                            Initials:Artzer:PA Envirocon FG


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and to, and has the exclusive  right to, the patents,  trademarks,  trade names,
service marks and copyrights,  as well as trade secrets,  formulae and processes
included in the Intellectual Property. Use of the Intellectual Property does not
infringe upon the patent,  trademark,  service mark,  copyright or  confidential
information, formulae, or trade secrets of any third party.

                  5.6 No  Litigation.  There is (i) no  litigation,  proceeding,
arbitral  action or  governmental  investigation  pending or threatened  against
Artzer or any of its  assets,  and (ii) no  decree,  injunction  or order of any
court or governmental department or agency outstanding against Artzer.

                  5.7 Disclosure.  No  representation,  warranty or statement in
this  Agreement,  nor in any exhibit,  certificate  or schedule  hereto or to be
delivered to Envirocon pursuant to this Agreement, contains any untrue statement
of a material  fact or omits to state any  material  fact  necessary in order to
make the statements contained therein or herein not misleading.

                  5.8 Effect of This  Agreement.  The  execution,  delivery  and
performance of this Agreement by Artzer and the consummation of the transactions
contemplated herein by Artzer and Envirocon do not require the consent,  waiver,
approval,  license or  authorization of any person or public  authority;  do not
violate in any material  respect any provision of law applicable to Artzer;  and
do not violate any restriction of any kind or character in any agreement between
Artzer and any other party. The consummation of this transaction does not result
in the creation of any lien,  charge or encumbrance  on any of the  Intellectual
Property.

                  5.9  No  Prior   Disclosure.   Artzer  has  not  disclosed  or
disseminated any of the secret or confidential  information  which constitutes a
part  of the  Intellectual  Property  at any  time  prior  to the  date  of this
Agreement to any third parties.

                  5.10  Continuing   Obligation.   Due  to  the  nature  of  the
Intellectual Property and the necessity that Artzer convey personal knowledge of
the  Intellectual  Property to Envirocon to enable  Envirocon to use and receive
the  benefits  of the  Intellectual  Property,  Artzer  agrees  to make  himself
available from time to time,  upon reasonable  request of Envirocon,  to provide
information and advice concerning the Intellectual  Property and the use thereof
on a continuing basis.

         6.  Representations  and  Warranties  of  Envirocon.  Envirocon  hereby
represents and warrants to Artzer as follows:

                  6.1  Corporate  Existence.  Envirocon  is a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Nevada.  Envirocon has all requisite corporate power and authority to enter into
this Agreement and to perform its obligations hereunder.

                  6.2  Corporate   Authority.   The   execution,   delivery  and
performance  of this  Agreement by Envirocon and the  consummation  by it of the
transactions  contemplated  hereby have been duly and effectively  authorized by
all necessary corporate action. This Agreement,  upon its execution by Envirocon
and Artzer, shall constitute a legal, valid and binding obligation of Envirocon,
enforceable  in  accordance  with its  terms,  except as they may be  limited by
bankruptcy,  insolvency,  reorganization or other laws affecting the enforcement
of creditor's rights generally.

                  6.3    Effective   Agreement.   The  execution,  delivery  and
performance  of this  Agreement by Envirocon and the  consummation  by it of the
transactions contemplated herein do notrequire the consent,  waiver or  approval

                                            Initials:Artzer:PA Envirocon FG

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approval  of any person or public  authority;  do not  violate  in any  material
respect any provision of law applicable to Envirocon;  do not result in a breach
of the Articles of  Incorporation  or Bylaws of Envirocon and do not violate any
other restriction of any character which may be imposed upon Envirocon.

         7.  Closing.  The  closing  of the  transactions  provided  for in this
Agreement (the "Closing")  shall be deemed effective at the close of business on
October 14, 1998 (the "Closing Date").

         8.       Indemnification.

                  8.1  Indemnification  by  Artzer.   Artzer  hereby  agrees  to
indemnify,  defend and hold harmless Envirocon,  from, against, and with respect
to any claim, liability,  obligation,  loss, damage, assessment,  tax, judgment,
action,  suit,   proceeding,   demand,  cost  or  expense  (including,   without
limitation,  reasonable  attorneys  fees  and  costs,  and  expenses  reasonably
incurred in  investigating,  preparing,  defending  against or  prosecuting  any
litigation or claim), of any kind or character,  arising out of or in any manner
incident,  relating  or  attributable  to any  failure  of Artzer to  perform or
observe, or to have performed or observed,  in full, any covenant,  agreement or
condition to be  performed  or observed by Artzer under this  Agreement or under
any  certificate or other  document or agreement  signed by Artzer in connection
with this Agreement,  or arising out of or in any manner  incident,  relating or
attributable  to the breach of any  representation  or warranty by Artzer  under
this Agreement or under any certificate or other document or agreement signed by
Artzer in connection  with this  Agreement.  The  obligations  contained in this
Section shall survive Closing.

                  8.2  Indemnification by Envirocon.  Envirocon hereby agrees to
indemnify, defend and hold Artzer harmless from, against and with respect to any
claim, liability,  obligation,  loss, damage, assessment, tax, judgment, action,
suit,  proceeding or demand,  cost or expense  (including,  without  limitation,
reasonable  attorneys  fees and  costs,  and  expenses  reasonably  incurred  in
investigating,  preparing,  defending  against or prosecuting  any litigation or
claim), of any kind or character,  arising out of or attributable to any failure
of  Envirocon  to perform or observe,  or to have  performed  or  observed,  any
covenant,  agreement or condition of Envirocon under this Agreement, or relating
or  attributable  to the breach of any  representation  or warranty by Envirocon
under this  Agreement or under any  certificate  or other  document or agreement
signed by Envirocon in connection with this Agreement. The obligations contained
in this Section shall survive Closing.

                  8.3  Notice  and  Defense.  In the case of any action or claim
brought by a third party  against  Envirocon,  or Artzer,  for an  indemnifiable
claim,  the party  against  whom the claim is brought  must,  as a condition  to
enforceability of the other parties indemnity  obligations  hereunder,  give the
party to whom the  obligation  to  indemnify  may accrue  written  notice of the
action or claim within five business days of receipt of actual notice and afford
such party the opportunity to direct and control the  negotiations,  defense and
settlement  of the  action or claim.  The  indemnifying  party may elect  within
twenty  (20) days  after  receipt of such  notice to  contest  the claim in such
manner as it deems necessary or advisable.  If the indemnifying  party elects to
contest  such  claim,  the  indemnified  party  shall  have the right to appoint
associate counsel in such proceedings at its own expense. The indemnifying party
shall  not have the  right to settle an  indemnifiable  matter  except  with the
consent  of the  indemnified  party.  The  indemnified  party  shall  permit the
indemnifying party reasonable access to the books and records of the indemnified
party and its subsidiaries  and shall otherwise  cooperate with the indemnifying
party  in  connection  with any  matter  or claim  for  indemnification.  If the
indemnifying  party does not elect to contest such claim, the indemnified  party
shall have the exclusive right to prosecute, defend, compromise,  settle  or pay

                                            Initials:Artzer:PA Envirocon FG

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such claim and receive  indemnification  therefor.  If neither the  indemnifying
party  nor  the  indemnified   party  elect  to  contest  the  claim,  then  the
indemnifying  party shall pay the amount of any  indemnifiable  claim  within 30
days after receipt of the notice of claim.

                  8.4 Third-Party Indemnification.  Each of Artzer and Envirocon
shall  make a good  faith  attempt  (which  shall not be deemed  to  include  an
obligation to commence any  litigation) to seek  indemnification  from any third
parties,  including  insurers,  who may be liable upon any claims  made  against
Artzer or  Envirocon  and for which the other party  would be liable  under this
Section.  To the extent either party indemnifies the other party for claims upon
which third parties,  including  insurers,  may be liable, the indemnified party
shall, to the extent permissible, subrogate to the indemnifying party its rights
with respect to such claims.

         9.  Covenant Not To Compete.  As a further  inducement  to Envirocon to
enter into this Agreement,  Artzer,  on behalf of himself and his successors and
affiliates,  including  but not  limited to Cotton  Products &  Machinery,  LLC,
covenants and agrees as follows:

                  9.1 Confidentiality.  Artzer and his successors and affiliates
shall  hold in  confidence,  and  shall  not  disclose  any and  all  secret  or
confidential  information which constitutes a part of the Intellectual  Property
at any  time  subsequent  to the  Closing  Date,  and  shall  not use  any  such
information after Closing for any purpose  whatsoever  without the prior written
consent of Envirocon.

                  9.2 Non-Competition.  Artzer and his successors and affiliates
shall not,  either alone or in partnership  or in  conjunction  with any person,
firm,  association,  syndication,  company or corporation  as principal,  agent,
consultant,  employee or  shareholder,  directly or indirectly,  or in any other
manner engage in  competition  with Envirocon for a period of six (6) years from
the Closing.  During such six (6) year period, the parties named in this Section
shall not  directly  or  indirectly  solicit  or entice or in any way divert any
vendor, supplier,  customer,  distributor or strategic relationship of Envirocon
to do business  with any entity in a manner which  impairs or competes  with the
conduct of Envirocon's  business.  In no event may the Intellectual  Property be
used in any way by Artzer or his successors or affiliates.

                  9.3 Equitable  Relief.  Artzer  acknowledges  the  irreparable
injury that will result to Envirocon  and its business  and  properties  if such
parties  should breach the covenants  contained in this section and  understands
that  Envirocon  entered into this  Agreement in reliance  upon such  covenants.
Accordingly,  if any of the parties  listed in this section  should  breach such
covenants,  Envirocon's  remedies  may include,  in addition to other  available
remedies and  damages,  injunctive  relief  enjoining  breach of such  covenants
without  posting a bond.  The rights and  obligations  contained in this Section
shall survive Closing.

         10. Survival of Representations and Warranties. All representations and
warranties made hereunder and in any exhibits delivered pursuant hereto shall be
deemed to be  material  and to have been relied  upon by  Envirocon  and Artzer,
notwithstanding  any investigation  heretofore or hereafter made by or on behalf
of Envirocon or Artzer,  and shall survive the Closing for a period of three (3)
years.

         11. Notices. To be effective, any notice hereunder shall be in writing,
delivered in person or mailed by certified or registered mail,  postage prepaid,
to the  appropriate  party or parties at the  addresses  set forth  below  their
signatures  hereto,  or to such other  address as the  parties  may  hereinafter
designate.

                                            Initials:Artzer:PA Envirocon FG

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         12. Amendment and/or Modification.  Neither this Agreement nor any term
or  provision  hereof may be changed,  waived,  discharged,  amended or modified
orally, or in any manner other than by an instrument in writing signed by all of
the parties hereto.

         13. Binding Effect.  Subject to provisions hereof regarding assignment,
if any,  this  Agreement  shall be binding  upon and inure to the benefit of the
respective parties,  and their legal  representatives,  successors,  assigns and
heirs.

         14.  Interpretation  and Fair Construction of Contract.  This Agreement
has been reviewed and approved by each of the parties. In the event it should be
determined  that any provision of this Agreement is uncertain or ambiguous,  the
language in all parts of this  Agreement  shall be in all cases  construed  as a
whole  according to its fair meaning and not strictly  construed for nor against
either party.

         15.  Undertaking and Further  Assurances.  Each party to this Agreement
shall  perform any and all acts and execute and deliver any and all documents as
may be necessary and proper under the  circumstances  in order to accomplish the
intents and purposes of this Agreement and to carry out its provisions.

         16.  Costs and  Attorneys'  Fees.  If any party  hereto shall bring any
suit,  arbitration  or other action against  another for relief,  declaratory or
otherwise,  arising out of this Agreement,  the  substantially  prevailing party
shall have and  recover  against the other  party,  in addition to all costs and
disbursements, such sum as the Court or arbiter may determine to be a reasonable
attorney's fee.

         17.  Waiver of Breach.  The failure of any party  hereto to insist upon
strict  performance of any of the covenants and agreements herein contained,  or
to exercise any option or right herein conferred,  in any one or more instances,
shall not be  construed to be a waiver or  relinquishment  of any such option or
right, or of any other covenants or agreements, but the same shall be and remain
in full force and effect.

         18.  Specific  Performance.  The parties  hereto  acknowledge  that the
rights of Envirocon  to  consummate  the  transactions  contemplated  herein are
unique and of an  extraordinary  character,  and that,  in the event that Artzer
fails to perform in accordance with this Agreement, Envirocon will be without an
adequate  remedy  at law.  The  parties  agree,  therefore,  that in such  event
Envirocon may, in addition to any remedies at law for damages or other relief or
other  rights or  remedies,  institute  and  prosecute an action in any court of
competent jurisdiction to enforce specific performance of this Agreement or seek
any injunction or other equitable  relief,  and Artzer hereby waives the defense
that Envirocon has adequate remedy at law.

         19.  Entire  Agreement.  This  Agreement  (and any  attached  exhibits)
contains the entire  agreement and  understanding of the parties with respect to
the entire subject matter hereof, and there are no representations, inducements,
promises or  agreements,  oral or otherwise,  not embodied  herein.  Any and all
prior discussions, negotiations, commitments and understandings relating thereto
are merged herein.  There are no conditions  precedent to the  effectiveness  of
this Agreement other than as stated herein,  and there are no related collateral
agreements existing between the parties that are not referenced herein.



                                            Initials:Artzer:PA Envirocon FG

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         20.  Expenses.  Subject to the  Indemnification  provisions  above, all
costs and expenses  incurred by either party in negotiating this Agreement or in
consummating the transactions  contemplated  hereby,  except as provided herein,
shall be paid by the party incurring such expenses.

         21.  Governing Law and Venue. The parties agree that this Agreement and
the  transactions  contemplated  hereby  shall  be  construed  and  enforced  in
accordance  with  the laws of the  State of  Colorado,  and that any  action  or
proceeding  that may be brought  arising out of, in connection with or by reason
of this  Agreement  shall be brought only in a court of  competent  jurisdiction
within the city and  county of  Denver,  Colorado.  Each of the  parties  hereto
hereby submits,  unconditionally  and  irrevocably,  to the  jurisdiction to the
aforesaid courts for the purpose of any such lawsuits.

         In the event of termination  of this  Agreement by mutual  agreement of
the parties, then Envirocon and Artzer intend that no party would have any claim
against any other party  resulting  from or related to the failure to consummate
the proposed transactions,  and that each party would, in any such case, pay its
own costs and attorneys' fees incurred as a result.

         22.  Severability.  If any  part  of this  Agreement  is  deemed  to be
unenforceable  the  balance  of the  Agreement  shall  remain in full  force and
effect.

         23.  Headings.  The section headings in this Agreement are inserted for
convenience  only and shall not affect in any way the meaning or  interpretation
of this Agreement.

         24.  Counterparts  and  Facsimile  Signatures.  This  Agreement and any
exhibits,   attachments,   or  documents   ancillary  hereto,  may  be  executed
simultaneously  in two or more  counterparts,  each of which  shall be deemed an
original,  but all of which taken  together  shall  constitute  one and the same
instrument.  Execution  and delivery of this  Agreement by exchange of facsimile
copies  bearing the  facsimile  signature of a party  hereto shall  constitute a
valid and binding  execution and delivery of this Agreement by such party.  Such
facsimile copies shall constitute enforceable original documents.

         IN WITNESS  WHEREOF,  the parties  hereto  have  signed this  Agreement
effective on the date first set forth above.


Artzer:                                ENVIROCON:

PAUL ARTZER                            ENVIROCON CORPORATION
/s/ Paul Artzer                        a Nevada corporation
----------------                       By:/s/ Frank Glinton
                                       -----------------------
                                       Frank Glinton, President
Address:                               Address:



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