Exhibit  10.3

                AGREEMENT  BETWEEN  COLTEC,  INC.  AND  REGI U.S., INC.  MADE AS
OF  OCTOBER  1,  2000.

     This Agreement is made as of October 1, 2000 (the "Effective Date"), by and
between  COLTEC,  INC.  (hereinafter  referred  to  as  "ColTec")  an  Indiana
corporation  having  a  principal  office  at  1250 Washington Street, Columbus,
Indiana,  and  REGI  U.S., INCORPORATED (hereinafter referred to as "REGI U.S.")
having  a  principal  office  at  #185-10751  Shellbridge Way, Richmond, British
Columbia,  Canada  V6X  2W8.

     Whereas  ColTec  and  REGI U.S. find it desirable to jointly participate in
Government  sponsored  research  and  development  programs  utilizing  REGI's
proprietary  Rand  Cam(TM)  technology to develop products for U.S. military use
while  protecting  ColTec's interest in a license for producing and sublicensing
the  resultant  product(s)  and  REGI  U.S.'s  interest  in  considerations from
ColTec's  license  for production and/or sublicensing of products utilizing Rand
Cam(TM)  technology.

     Now, therefore, in consideration for the premises and obligations set forth
herein,  it  is  hereby  agreed  that:

DEFINITIONS
-----------

1.   PRODUCTS  FOR  U.S.  MILITARY  USE:  For  this  agreement Products For U.S.
     Military  Use  shall  consist exclusively of engines utilizing the external
     combustion  Rand  Cam(TM)  technology  (the  Rand  Cam(TM)  device  is  the
     compressor  and  expander  portion  of the engine) with a rated (continuous
     duty)  output  of  10 kW and less. The engines can have an intermittent (or
     burst  power  mode)  power  output  up  to  20  kW.

TERMS  AND  CONDITIONS
----------------------

2.   LICENSE: REGI U.S., Inc. hereby grants a license to ColTec for Products For
     U.S.  Military  Use  for  within  North  America.

3.   CONSIDERATIONS:  In  return  for  the  license  ColTec  shall:

     3.1. reimburse  REGI $9,000.00 U.S. for labor that is furnished by REGI for
          each  Phase  I, S.B.I.R. project ColTec receives for Products For U.S.
          Military  Use;

     3.2. reimburse  REGI  $6,000  U.S.  for labor that is furnished by REGI for
          each  Phase  I  (option) S.B.I.R. project ColTec receives for Products
          For  U.S.  Military  Use;


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     3.3. reimburse  REGI for labor that is furnished by REGI for each Phase II,
          S.B.I.R.  project  ColTec receives for Products For. U.S. Military Use
          in  the  amount  of  one  sixth  of  the  contract  amount;

     3.4. pay  REGI five percent (5%) of the gross sales amounts of Products For
          U.S.  Military Use resulting from production by ColTec or any of their
          sub licensees; ColTec agrees to submit monthly financial statements to
          REGI  on  a  timely  basis and payment to REGI shall be made within 30
          days  from  the  end  of  each  month;

     3.5. responsibilities  of  REGI  in each Phase I and each Phase II S.B.I.R.
          project  ColTec  receives  for Products for U.S. Military Use are that
          Mr.  Patrick Badgley will provide Dr. Chang Zhang, the project leader,
          advise  on  Rand Cam(TM) device design and technology whenever needed,
          and  Mr.  Badgley  will  work steadily an average of two full days per
          week  (on  Phase  II  Projects)  in  accordance  with the terms of the
          project  work  plan;

     3.6. ColTec  will  be  given the first opportunity to quote on any new Rand
          Cam(TM)  engine  or  compressor  design  and/or analysis projects from
          REGI's  customers  unless  precluded  by  customer  requirements.


4.   PATENTS:  Inventions  that  are improvements to Rand Cam(TM) technology and
     are  conceived  by  ColTec.  shall  be  the  property  of  ColTec.

     4.1. ColTec  shall  grant  a  perpetual  no-cost license to REGI for use of
          these  patents  for  Rand Cam(TM) products which license shall survive
          the  cancellation  or  expiry  of  this  Agreement.

     4.2. ColTec  shall  pay all costs associated with obtaining and maintaining
          said  patent(s).

     4.3. In  the  event  ColTec  decides  not  to obtain or maintain patents on
          inventions  it  conceives,  which  are  improvements  to  Rand Cam(TM)
          technology, ColTec hereby authorizes, approves and grants the right to
          REGI  to  obtain  or  maintain  patent(s)  at REGI's expense. In these
          instances  the  patent(s)  and  the underlying technology shall be the
          sole  and  exclusive  property of REGI and ColTec waives any rights it
          may  have  under  such  patents.


5.   Term:  This  Agreement  shall be effective as of the Effective Date and its
     term  shall  end  Five (5) years from the date hereof with the exception of
     Licenses  granted  to  ColTec  which  shall  last  in perpetuity subject to
     specific  performance clauses which shall be incorporated in said licenses.
     This  Agreement  shall be terminated in the event that funding for the Rand
     Cam(TM) device (the compressor and the expander) is not received within one
     (1)  year  from the date of this agreement and in the event that production
     has  not  commenced  within  three years from the date of this agreement by
     ColTec.


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MISCELLANEOUS
-------------

6.   Subsidiaries: Each reference to a "party" in this Agreement shall be deemed
     to  include  each  party's  respective  subsidiaries, affiliates and sister
     companies, each of which such patty shall cause to observe the requirements
     of  this  Agreement.

7.   No  Implied  Rights: No rights, obligations, representations or terms other
     than  those  expressly  set  forth  herein  are  to  be  implied  from this
     Agreement.

8.   Termination:  Either  party  hereto,  upon written notice to the other, may
     terminate  this  Agreement. Such termination shall be effective thirty (30)
     days  after  receipt  of  such  notice.  Notice  of  termination under this
     Agreement  shall  be  deemed  to be received ten (10) days after posting if
     sent  by  first  class  mail  unless  actually received at an earlier date.
     Licenses  granted  to  ColTec  are not cancelable unless ColTec defaults on
     specific performance clauses, which shall be incorporated in said licenses.

9.   Severability  of  Provisions: Should any part of this Agreement be declared
     invalid  by  a court of law, such decision shall not affect the validity of
     any  remaining  portion  which  shall  remain in force and effect as if the
     invalid  portion  was  never a part of this Agreement when it was executed.
     Should  the  severance of any such part of this Agreement materially affect
     any  other  rights  and  obligations  of the parties hereunder, the parties
     hereto  will  negotiate  in  good faith to amend this Agreement in a manner
     satisfactory  to  the  parties.

10.  Non-Assignability:  Neither  party  hereto  shall,  directly or indirectly,
     assign  or  purport  to  assign  this  Agreement  or  any of its rights and
     obligations  in  whole or part to any third party without the prior written
     consent  of  the  other  party.

11.  Amendment: This Agreement shall not be amended, modified or altered, except
     in  writing,  duly  accepted  and  executed  by  both  parties.

12.  Governing  Law:  This  Agreement  shall  be  governed  by, and construed in
     accordance  with  the  laws  of  the  State  of  Indiana.

13.  Entire  Agreement:  This  Agreement  constitutes  the  entire agreement and
     understanding  of  the  parties  hereto, and no representations or promises
     have  been  made  that  are  not  fully  set  forth  herein.



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14.  Notices:  Any  notices  from  either  party  to  the other will be given in
     writing  to  the  attention  of  the persons listed below, or to other such
     addresses  or  addressees  as  may  hereafter  be designated in writing for
     notices by either party to the other. A notice will be deemed received when
     delivered,  or  five  (5) days after deposit in the U.S. Mail, certified or
     registered,  postage  prepaid,  whichever  is  earlier.

          IF  TO  COLTEC:

          ColTec,  Inc.
          ATTN:  Dianne  Sturm
          1250  Washington  Street
          P.O.  Box  403
          Columbus,  Indiana  47202-0403

          IF  TO  REGI  U.S.:

          ATTN:  John  Robertson
          #185-10751  Shellbridge  Way,
          Richmond, British Columbia, Canada V6X 2W8

IN  WITNESS  WHEREOF,  the  parties  hereby,  or authorized agents thereof, have
executed  this  Agreement, which shall be binding upon them and their respective
successors  and  assigns,  as  of  the  day  and  year  first  above  written.

                                           ColTec,  Inc.

                                           By:  /s/  C. Dianne  Sturm
                                              -----------------------------

                                           Title:  President  09/27/00
                                                 --------------------------


Accepted and agreed to this

14  Day of Oct.  2000
--         ----

John  Robertson  (President)

By:  /s/  John  Robertson
   -----------------------------

Title:  President
      --------------------------



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