EXHIBIT 10.12

                                LICENSE AGREEMENT


         An initial License Agreement was previously  entered into effective the
13th day of October,  1998 between PAUL ARTZER,  an individual  ("Artzer");  and
ENVIROCON  CORPORATION,  a Nevada  corporation (the  "Envirocon").  This License
Agreement (this "Agreement") acknowledges and confirms the terms therein.

                                 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 comprised of:

          a. Payment  from  Envirocon  to Artzer of One Hundred  Fifty  Thousand
     United States Dollars ($150,000); and



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          b.  Issuance  of  $250,000  shares  of  Envirocon  common  stock  from
     Envirocon to Artzer,  and distributed at Artzer's  direction as follows (i)
     76,500  shares to Paul Artzer,  (ii) 122,500  shares to Terri  Artzer,  and
     (iii) 51,000 shares to Charles L. Smith.

     3.  Payment of Purchase  Price.  Envirocon  has already  issued the 250,000
shares of common  stock at $0.25 per  share  and has  advanced  $116,000  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
$34,000,  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 and to, and




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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 not require the consent,  waiver or approval



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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



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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.



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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.




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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: 2870 Speer Boulevard, Suite 205
                                                Denver, Colorado 80211
                                                (303) 455-3100