<PAGE>   1

                       EXCLUSIVE LICENSE AGREEMENT
                       ---------------------------

    This license Agreement is made as of January 9, 1996, by and be-
tween SUPERSTILL TECHNOLOGY INC., a California corporation (hereinafter 
referred to as "Superstill"), and PAUL MUELLER COMPANY, INC., a 
Missouri Corporation (hereinafter referred to as "PMC").

                                RECITALS:
                                ---------

    WHEREAS, Superstill designs, develops, manufactures and markets pro-
prietary energy-efficient commercial distillation equipment including 
certain vapor compression water processing units and accessories;

    WHEREAS, Superstill anticipates that in the future it may develop 
new products and/or Improvements to current products for the Field;

    WHEREAS, PMC desires to be licensed to make, have made, use, and 
sell Licensed Products in the Field, all as defined below, to the extent 
and on the conditions hereinafter set forth; and

    WHEREAS, PMC has significant design, manufacturing, and marketing 
experience and expertise in related markets which make it uniquely 
qualified to successfully commercialize Superstill's vapor compression 
distillation and product concentration equipment;

    NOW, THEREFORE, in consideration of the premises and the mutual 
covenants, promises, and undertakings hereinafter set forth, the parties 
hereto agree as follows:

    1.   DEFINITIONS.  As used herein, the following terms are defined 
as follows:

         1.1   "Agreement" shall mean this agreement as amended from 
time to time, as well as any exhibits, attachments, schedules, supple-
ments or addenda to this agreement or made part hereof.

         1.2   "Base Patent" shall mean Sears U.S. Patent 4,671,856 
which discloses and claims the basic method utilized in Superstill's 
vapor compression distillation and product concentration equipment.

         1.3   "Field" shall mean, collectively, all of the following 
Subfields:  Subfield No. 1 to include water bottling, beverage, retail 
water stores, and supermarkets; Subfield No. 2 to include purification 
and re-use of water for industrial process, solvent purification, food 
and dairy purification, water purification for commercial buildings, and 
water purification for printed circuit board and semiconductor; Subfield 
No. 3 to include pharmaceutical, laboratory, medical, kidney dialysis 
and water for injection applications; Subfield No. 4 to include milk 
concentration.

               1.3.1   The Field shall not include desalinization, muni-
cipal potable water, waste water treatment, power plants, agricultural 
run-off water clean up, alcohol distillation, or residential appli-
cations.  Clean up of water for discharge or sale to municipal water 
systems is included in the definition of waste water treatment.

         1.4   "Improvements" shall mean any development or enhancement, 
whether patentable or not, relating to the Technology in the Field which 
is owned, controlled, developed or otherwise acquired, either now or 

                                   30

<PAGE>   2

subsequent hereto, by Superstill, and PMC, either individually or col-
lectively.

         1.5   "License Year" shall mean the calendar year commencing 
January 1 and ending December 31.

         1.6   "Licensed Area" shall mean the world, except for Subfield 
No. 4 which shall include only the United States and Canada.

         1.7   "Licensed Products" shall mean all vapor compression, 
distillation or product concentration equipment utilizing plate-type 
heat exchangers, operating at 1-2 psi differential pressure at less than 
50 watts per gallon energy usage.

         1.8   "Net Profit" shall mean PMC's Gross Sales revenues from 
the sale of Licensed Products less only the following:  Sales Deduc-
tions, Cost of Goods Sold, Selling Expenses, General and Administrative 
Expenses, Interest Expense, Depreciation Expense, and Amortization 
Expense.

               1.8.1   Gross Sales shall mean the gross sales invoice 
prices of Licensed Products which are billed in the usual course of 
business to an end-user customer of PMC, a PMC subsidiary, or to a 
distributor of PMC and shall not include (a) ordinary and customary 
trade discounts; (b) sales, excise, value-added, consumption or similar 
taxes applicable to the sale of Licensed Products, paid or accrued by 
PMC; (c) duties, customs and other compulsory government levies or 
charges paid, deducted, or accrued; (d) interest on deferred payments; 
and (e) any other amounts not directly constituting the purchase price 
of the Licensed Products.

               1.8.2   Sales Deductions shall include (a) freight ab-
sorbed, which is transportation costs paid or accrued by PMC; (b) sales 
returns, allowances and credits; and (c) sales concessions.

               1.8.3   Cost of Goods Sold shall include (a) all direct 
labor costs and direct labor variances from standard incurred in the 
manufacture of the Licensed Products; (b) all direct material costs and 
direct material variances from standard incurred in the manufacture of 
the Licensed Products; and (c) manufacturing burden at a rate of 120% 
for all direct labor costs.

               1.8.4   Selling Expenses shall include (a) all direct 
selling expenses to include salaries, wages and fringe benefits; commis-
sions for employees and nonemployees; all direct costs for advertising 
(e.g., sales literature, trade shows and marketing literature); sales 
meetings; training meetings; travel expense; and all other direct costs 
incurred in marketing the Licensed Products; (b) all warranty expenses 
related to the Licensed Products; (c) any payments made in satisfaction 
of any product liability claims not covered by insurance; and (d) an 
allocation of PMC's indirect selling expenses at 1.5% of Net Sales.

               1.8.5   General and Administrative Expenses will be 
charged at 5% of Net Sales.

               1.8.6   Interest Expense for the purchase of dedicated 
tooling and capital equipment for Licensed Products.

                                   31

<PAGE>   3

               1.8.7   Depreciation Expense shall mean depreciation on 
the equipment acquired and used to manufacture the Licensed Products.  
If such tooling or equipment is used for other purposes, depreciation 
shall be pro rated accordingly.

               1.8.8   Amortization Expense shall mean amortization 
of the $500,000 prepaid license fee over a period of ten years on a 
straight-line basis.

         1.9   "Net Sales" shall mean Gross Sales less Sales Deductions.

         1.10  "OEM Selling Price" shall be calculated at manufacturing 
cost divided by .9.

               1.10.1  Manufacturing costs shall include:

                       (a)   All direct labor costs and direct labor 
variances from standard incurred in the manufacture of the Licensed 
Product or component thereof;

                       (b)   All direct material costs and direct 
material variances from standard incurred in the manufacture of the 
Licensed Product or component thereof;

                       (c)   Manufacturing burden at a rate of 120% of 
all direct labor costs; and

                       (d)   S, G, and A at 12% of the sum of the pre-
ceding paragraphs (a),(b), and (c).

         1.11  "Patents" shall mean all patents identified in Attach-
ment A hereto, all patents issuing from Patent Applications, and all 
re-issues, re-examinations, substitutes, replacements, and extensions 
thereof.

         1.12  "Patent Applications" shall mean all patent applica-
tions identified in Attachment A hereto, any divisionals, continuations, 
continuations-in-part, substitutes, corresponding foreign national 
applications, PCT applications, and any other applications based at 
least in part thereon, and any applications for patent, inventor's 
certificates, or other intellectual property right filed to date or 
at any time in the future in the U.S., or with any regional, inter-
national, or foreign governmental agency, on any Improvement.

         1.13  "Patent Rights" shall mean all Patents and Patent 
Applications

         1.14  "Technology" shall mean both Patent Rights and Trade 
Secrets.

         1.15  "Trade Secrets" shall mean all information, inventions, 
product designs, conceptions, processes and any other data owned, con-
trolled, developed or otherwise acquired by Superstill which relates 
in any way to vapor compression distillation and product concentration 
equipment in the Field and the design, manufacture or use of devices 
incorporating such information, including all Improvements and enhance-
ments thereto.

    2.   WARRANTIES OF SUPERSTILL.  Superstill warrants, represents and 
covenants that:

         2.1   Superstill is the sole and exclusive owner of all right, 
title and interest in the Patents and Patent Applications set forth in 
Attachment A hereto and, to the best of its knowledge, the Technology, 

                                   32

<PAGE>   4

and that they have full right and authority to grant unrestricted rights 
and licenses free and clear of all encumbrances with respect to the 
Technology, in the Field, except for the following:

               2.1.1   A Conditional Assignment entered into on July 29, 
1991, between Superstill and PMC.

               2.1.2   A Distributor Agreement between Superstill and 
COBE Laboratories, Inc. dated March of 1988.

               2.1.3   A License Agreement between Superstill and 
Liberty Land and Cattle, Inc. dated March 19, 1991, as subsequently 
amended.

               2.1.4   Exploitation of Technology Agreement between 
Superstill and Superstill Developments (NZ) Ltd. dated May 29, 1989.

         2.2   Superstill shall diligently prosecute the Patent Applica-
tions at their own cost and expense provided, however, that Superstill 
does not warrant, assure or guarantee that the Patent Applications will 
be successful or that any patent will issue thereunder.

         2.3   Superstill has no knowledge of any pending or threatened 
activities, grants of rights, claims, or litigation which would encum-
ber, limit, or in any way detract from or interfere with their ownership 
or enjoyment of the use of the Technology, or with PMC's assumption and 
exercise of the rights granted herein.  Superstill has no knowledge of 
any prior art, prior public use, prior offer for sale, or any other set 
of facts which would form the basis for a claim of invalidity of any 
Patent or Patent Application.  Superstill has no knowledge of any unau-
thorized making, using, or selling of any products, devices, assemblies, 
or other equipment of any kind which is or would be subject to a claim 
of infringement or breach of rights under any of the Technology.

         2.4   The Technology, including all of the Patent Rights, is 
duly issued, subsisting, or pending, as the case may be, and that Super-
still has made its best effort to have taken all action desired or 
required to be taken to maintain said Patent Rights, including specifi-
cally without limiting the generality of the foregoing, the payment of 
all maintenance fees, examination fees, annuities, and other govern-
mental fees.

         2.5   Superstill has the corporate power and authority to enter 
into this license granting exclusive rights to PMC herein.

         2.6   Superstill has obtained all rights from Stephan B. Sears, 
its President (hereinafter "Sears"), to the Technology which was 
developed, conceived, invented, or otherwise created by Sears.  Sears 
presently has no rights to any intellectual property which could be 
considered part of or related to the Technology.

         2.7   Sears is the President of Superstill and is subject to an 
agreement, valid and subsisting, under which Superstill obtains all of 
the right, title and interest in and to any intellectual property rights 
relating to any Improvements.

         2.8   Superstill has performed all reasonable acts necessary to 
fully comply with all requirements of the U.S. patent laws and regula-
tions in connection with the filing of all Patent Applications and 
Patents, prosecuting said Patent Applications and Patents, and obtaining 

                                   33

<PAGE>   5

the issuance of said Patents including specifically, without limiting 
the generality of the foregoing, complying with the duty of candor and 
good faith in disclosing all material prior art to the Patent Office in 
a timely manner.

         2.9   Superstill has the full right and authority to grant 
rights and licenses outside the Field.

    3.   WARRANTIES OF PMC.  PMC warrants and covenants that:

         3.1   It has the right and authority to enter into this 
Agreement.

         3.2   It shall identify all Licensed Products as being manu-
factured and sold under license from Superstill.  It shall not use the 
name of Superstill, its trademarks, or its trade names in connection 
with the manufacture or sale of the Licensed Products without obtaining 
prior written consent from Superstill, which consent shall not be with-
held unreasonably.

         3.3   It shall use its best efforts, consistent with its sound 
business judgment, to introduce and promote the sale of the Licensed 
Products in the Field, and shall maintain and utilize such personnel, 
organization and facilities as will be competent and adequate to enable 
PMC, in its sound business judgment, to satisfy its obligations under 
this Agreement.

         3.4   PMC shall use the Technology only for the purposes set 
forth in this Agreement to the extent such Technology is not otherwise 
in the public domain.  PMC shall act in good faith to promote a long-
term relationship and comply with the spirit of this Agreement in 
performing its duties and obligations hereunder.

    4.   LICENSE GRANT.

         4.1   Superstill hereby grants to PMC an exclusive license, 
including the right to grant sublicenses in accordance with Section 18 
hereof, under the Technology (comprising Patent Rights and Trade 
Secrets) to make, have made for it, use, and sell (i) Licensed Products; 
and (ii) sub-assemblies thereof, parts thereof, and any and all inci-
dental and ancillary equipment related thereto for use in Licenses 
Products or Superstill-manufactured products; said exclusive license to 
extend throughout the Licensed Area and in the Field.

    5.   LICENSE FEE AND ROYALTIES.

         5.1   In consideration for the rights granted hereunder, inclu-
ding full and complete consideration for a fully paid-up, royalty-free, 
license under the Trade Secrets, PMC shall pay Superstill a license fee 
in the amount of $500,000.  In full and complete satisfaction of said 
license fee, PMC shall execute such documents as Superstill shall rea-
sonably require in order to evidence complete satisfaction and discharge 
of the $500,000 loan made by PMC to Superstill in accordance with a Loan 
and Security Agreement and Note dated July 29, 1991.

         5.2   In further consideration for the license granted herein 
solely under PATENT RIGHTS, PMC hereby agrees to pay to Superstill a 
royalty in the amounts set forth below based upon Net Profits, said Net 
Profits to be determined on an annual basis at the end of the first 
portion of a calendar year and each succeeding calendar year hereunder:

                                   34

<PAGE>   6

               5.2.1
<TABLE>
<CAPTION>
                                         Superstill Share of Net Profits
                       Net Profits       -------------------------------
                       Percentage        With Monopoly  Without Monopoly
                       ----------        -------------  ----------------
                           <S>                <C>             <C>
                            0%                25%             12 1/2%
                           10%                25%             12 1/2%
                           20%                25%             20%
                           30%                37 1/2%         35%
                           40%                50%             50%
                           50%                55%             55%
                           60%                60%             60%
                           70%                60%             60%
</TABLE>

                       PMC Net Profit Percentage to be calculated and 
rounded to one decimal place.  Superstill share of profit shall be 
determined by a linear interpolation of the two adjacent schedule 
entries above rounded to one decimal place.

               5.2.2   Notwithstanding the foregoing Sections 5.2, 
5.2.1, should Net Profits exceed $3,000,000, for any full calendar year 
of the initial 5-year term during which PMC enjoys an exclusive license 
hereunder, then the royalty due hereunder shall be as determined in 
accordance with subsection 5.2.1 for the first $3,000,000, plus 65% of 
all Net Profits in excess of $3,000,000.

         5.3   In the event that this Agreement becomes effective on or 
before January 31, 1992, then 1992 shall be considered as the first full 
calendar year for all purposes in this Agreement.

    6.   REPORTS, RECORDS, AND PAYMENT.

         6.1   Within one month after the last day of each calendar 
quarter during the term of this Agreement, or within two months of the 
end of each last quarter, commencing with the first calendar quarter in 
which sales of a Licensed Product are made by PMC, PMC shall furnish 
Superstill with payment and a written report:

               6.1.1   Each written report shall include, as to all 
Licensed Products manufactured and sold by PMC during the preceding 
calendar quarter, the number of units produced, the number of units 
sold, the Net Profit thereof, the amounts of each category of deduction 
therefrom pursuant to Section 1.8 hereof, and the amount of royalty due 
thereon.

               6.1.2   PMC shall include with each royalty report a 
check in the amount of the royalty due on a year-to-date basis, less any 
payments made for that calendar year, except that a report for each last 
calendar quarter shall include a check in the amount of the balance of 
royalties remaining due for the entire preceding year.

               6.1.3   Any loss in Net Profits for any quarter may be 
carried forward or backward and used to offset Net Profits, and royal-
ties therefor, for any other quarter or quarters in the same or any 
subsequent calendar year.  Similarly, any overpayment in royalties for 
any quarter shall be carried forward and used to offset royalties other-
wise due and owing for any other quarter or quarters in the same or any 
subsequent calendar year.  Any offsets for losses and royalty overpay-
ments shall be cumulative and shall both be satisfied prior to the 
payment of any royalties.

                                   35

<PAGE>   7

         6.2   PMC shall keep full, true and accurate books of account 
and records showing the production and sales of all Licensed Products.  
Such books and records shall be made available to an independent Certi-
fied Public Accountant of national standing designated by Superstill at 
reasonable intervals, during regular business hours, for the purpose of 
determining PMC's compliance with its reporting and payment obligations 
hereunder; provided that any such audit shall be performed no later than 
twelve (12) months after the end of the calendar year to be audited.  
The cost of services supplied by such Certified Public Accountant shall 
be borne by Superstill unless it shall be established by Superstill that 
as a result of a material error in such a report PMC has failed to pay 
Superstill at least 95% of the amount of earned royalties due and owing 
under this Agreement and the unpaid royalties aggregate at least $10,000 
for each quarter audited, in which event the cost of such services shall 
be borne by PMC.

         6.3   Such books of account and records shall be kept at one of 
PMC's regular and established places of business and shall be retained 
by it for at least three years.

    7.   IMPROVEMENTS.

         7.1   Rights to any and all Improvements, including any patent-
able inventions and patents arising therefrom, relating to or utilizing 
the Technology and engineering and manufacturing practices in asso-
ciation with Licensed Products, which are invented, developed, or 
discovered by PMC or any of its employees or consultants, shall be the 
property of PMC, provided however, that PMC shall offer to Superstill 
a non-exclusive, worldwide license to make, have made, use, and sell 
products outside the Field incorporating such PMC Improvements.  In such 
event, and prior to any filing with a Patent Office, PMC shall make 
prompt disclosure of the invention, development, or discovery of such 
improvement to Superstill in accordance with Section 7.6.  The parties 
shall negotiate in good faith to determine the terms of any such 
license.

         7.2   Any and all Improvements relating to or utilizing the 
Technology, including any patentable inventions and patents arising 
therefrom, which are jointly invented, developed or discovered by PMC 
and Superstill or their respective employees or consultants, during the 
term of this Agreement shall be jointly owned by PMC and Superstill, 
without any obligation to account to the other for any proceeds there-
from, provided however, that:

               (a)   PMC shall not make, have made, use and sell pro-
ducts incorporating such Improvements outside the Field, and

               (b)   Superstill shall not make, have made, use and sell 
products incorporating such Improvements within the Field.

         7.3   In the event that Superstill shall file a Patent 
Application in any country, it shall also promptly file and diligently 
prosecute such Patent Application in the United States, Canada, Japan 
and the European Economic Community, all at Superstill's sole expense.

         7.4   PMC may, at its own expense, apply for patents in any 
country on any Licensed Product or Improvement which PMC or its employ-
ees shall have invented, so long as it shall promptly notify Superstill 
of its intention, keeping Superstill currently informed of its activi-
ties in respect thereto, and shall provide Superstill with copies of 
Patent Applications and amendments thereto, patent office communica-
tions, and other relevant information.  Ownership of any patents 
obtained by PMC pursuant to this Section shall be in accordance with 
the provision of this Section 7.  In the event that PMC shall fail to 
apply for such patents, or shall fail to prosecute such applications to 

                                   36

<PAGE>   8

their final conclusion, Superstill shall have the right to effect patent 
coverage on behalf, and with the full cooperation, of PMC.

         7.5   Superstill shall, at its own expense, apply for patents 
in any country on any Licensed Product or Improvement which Superstill 
or its employees shall have invented, and for any Licensed Product or 
Improvement which has been jointly invented by Superstill and PMC.  In 
connection therewith, Superstill shall promptly notify PMC of its in-
tention to prepare and file any Patent Application and shall keep PMC 
currently informed of its activities in respect thereto including pro-
viding PMC with copies of all Patent Applications, all communications 
from the Patent Office including office actions, all communications to 
the Patent Office from Superstill or its attorneys, including amend-
ments in response to office actions, and any other relevant information 
including copies of all issued Patents.  Ownership of any patents 
obtained by Superstill pursuant to this Section shall be in accordance 
with the provisions of this Section 7.  In the event that Superstill 
shall fail to apply for patent protection for any such Licensed Product 
or Improvement, or shall fail to diligently prosecute any such Patent 
Application to its final conclusion, Superstill shall promptly notify 
PMC of such failure in sufficient time to avoid any loss of right or 
procedural advantage in connection with any such Patent Application 
and PMC shall have the right to continue such patent prosecution on 
Superstill's behalf, at PMC's expense, with the full cooperation of 
Superstill.  In such event, Superstill shall assign all of its right, 
title, and interest to such Patent Application to PMC for use in the 
Field.

               7.5.1   Superstill has developed certain Improvements 
which are incorporated in its second generation design, said Improve-
ments including several inventions which appear to be patentable.  
Superstill shall immediately commence the preparation of Patent Appli-
cations covering these inventions by patent counsel and shall diligently 
proceed as necessary to effect the prompt filing thereof, all at Super-
still's expense.  Said Patent Applications shall be considered as part 
of Patent Applications and shall be prosecuted in accordance with the 
provisions of this Agreement.

         7.6   Superstill and PMC shall promptly disclose to the other 
all Improvements developed, discovered or invented by it or any of its 
consultants, agents or employees.  Such disclosure shall be made in 
writing and shall include all drawings, descriptions and data reasonable 
for a full understanding thereof.

    8.   TECHNOLOGY TRANSFER.

         8.1   Superstill shall, commencing on the date of this Agree-
ment, with respect to the Technology which is licensed hereunder, and 
concluding as soon as practicable thereafter, but in no event later than 
January 30, 1992 for present designs, and no later than the dates listed 
below for second generation designs, deliver to PMC complete documenta-
tion for the Technology, not only as it relates to the current Licensed 
Product, but also as it relates to the second generation design, to the 
extent reasonably required for PMC's manufacture, sale, maintenance and 
use of the Licensed Products.  It is understood that for second genera-
tion designs, Superstill shall furnish sufficient drawings, design and 
other data, including performance data, as shall be reasonably necessary 
to enable PMC to complete the manufacturing documentation necessary to 
manufacture said second generation designs.

The schedule for delivery of prototype engineering 
drawings (including details related to the manufacturing process for 
the new design plate packs) for second generation designs is:

                                   37

<PAGE>   9

<TABLE>
               <S>             <C>
               S-1000          by January 31, 1992
               S-3500          by May 31, 1992
               S-25            by September 30, 1992
</TABLE>

               It is hereby understood and agreed that provision of the 
above data is considered a material obligation of Superstill.  Any 
change in the above schedule shall result in a corresponding change in 
Attachment B and shall alter PMC's performance required to maintain an 
exclusive license hereunder.

         8.2   In the event that Superstill shall create, develop, or 
otherwise come into possession of additional documentation embodying 
any Technology relating to vapor compression and product concentration 
devices, such documentation shall promptly be provided to PMC as a con-
tinuing obligation hereunder.

         8.3   Superstill shall, from time to time, and as PMC shall 
reasonably require, provide PMC, either at the PMC or Superstill facili-
ties, as designated by PMC, with training, technical support, and 
advice, relating to any aspect of Licensed Products.  PMC shall pay for 
such services in accordance with the rates set forth in Attachment C.  
Notwithstanding the foregoing, Superstill shall provide reasonable 
access to such Superstill employees, and their time, as is reasonably 
necessary to complete the transfer of Technology hereunder, all at no 
charge to PMC.  It is anticipated that such access and time will be 
utilized by PMC either over the phone or in visits to Superstill's 
facilities.  However, in the event that PMC shall require any trips 
by Superstill employees either to PMC or some other location prior to 
completion of the Technology transfer, PMC shall pay the reasonable 
travel and living expenses in addition to the hourly rate for any 
Superstill employee in accordance with Attachment D.

         8.4   Superstill and PMC shall mutually agree to a purchase of 
inventory and tooling, and an orderly transition of manufacturing from 
Superstill to PMC in accordance with a separate agreement.

         8.5   PMC, at Superstill's request, and at PMC's sole determi-
nation of available capacity, shall accept orders from Superstill for 
components or Licensed Products priced at OEM Prices.  All profits from 
sales under this Section 8.5 shall be excluded from Net Profits for 
purposes of determining royalties payable to Superstill.

         8.6   Superstill shall provide research and development, manu-
facturing or service support as and consistent with its obligations to 
third parties, at rates set forth in Attachment C.

    9.   CONVERSION FROM EXCLUSIVE TO NON-EXCLUSIVE.

         9.1   This license, as originally granted herein, shall be 
an exclusive license as stated above.  However, such license shall con-
vert from an exclusive to a non-exclusive license upon either of the 
following:

               9.1.1   The expiration of 5 full calendar years from the 
effective date hereof, unless otherwise mutually agreed in writing to be 
extended or renewed for additional terms as the parties may subsequently 
agree; or

               9.1.2   Upon the expiration of 3 full calendar years from 
the effective date hereof, and PMC's failure to substantially, within 
3%, meet minimum performance goals as shown in Attachment B, in the 

                                   38

<PAGE>   10

aggregate, for said 3 years, and upon Superstill's notice of its elec-
tion to convert this license from exclusive to non-exclusive for all 
Fields.  Superstill's notice shall be effective hereunder only if re-
ceived by PMC within 15 days after PMC's submission to Superstill of its 
report and royalty payment for the end of said third full calendar year.  
Said notice shall convert this license to non-exclusive effective at the 
end of said third year.

         9.2   Upon conversion of this license to non-exclusive, Super-
still shall have the right to grant licenses to others in the Field.  
Copies of all such licenses shall be forwarded to PMC within 1 week of 
their execution.  In order to permit PMC to compete with any other 
licensee on an equal basis, PMC shall have the option to substitute the 
continuing, recurring, financial obligation of any other licensee in 
place of the continuing, recurring, royalty obligation of PMC hereunder 
upon notice to Superstill.  Such substitution shall be effective for 
determining all royalties from and after the date of said notice.

   10.   CONFIDENTIAL INFORMATION.

         10.1  Each party acknowledges that, in the course of performing 
its duties under this Agreement, it may obtain information which is of a 
confidential and proprietary nature.  Such information may include, but 
is not limited to trade secrets, know-how, inventions, techniques, pro-
cesses, programs, schematics, customer lists and financial information.  
Each party owns and intends to maintain its ownership of all such infor-
mation.  Prior to the disclosure of such information, the disclosing 
party shall mark such information "confidential" (the "Confidential 
Information").  Each party shall at all times, maintain in the strictest 
confidence and trust all such Confidential Information received from the 
other party, and shall not use such Confidential Information other than 
as contemplated under this Agreement.

               Each party shall employ such measures to protect the 
other's Confidential Information disclosed to it and its employees as it 
uses to protect and preserve the confidentiality of its own confidential 
information.

         10.2  The obligations of the parties pursuant to Section 10.1 
above shall not apply to information which (i) was in possession of, 
or was known by the receiving party prior to its receipt from the dis-
closing party; (ii) is or becomes public knowledge without the fault of 
the receiving party; (iii) is received without restriction from a dis-
closing party who received the information not in violation of any 
confidentiality restriction; (iv) is or becomes available on an unre-
stricted basis to a third party from the disclosing party or someone 
acting under its control; or (v) is disclosed pursuant to statue, regu-
lation, or order of a court of competent jurisdiction requiring such 
disclosure provided the party disclosing such information promptly 
notifies the other party to allow the other party to take appropriate 
protective measures.

   11.   ENFORCEMENT OF SUPERSTILL PATENTS.

         11.1  PMC will promptly notify and provide all available in-
formation to Superstill in writing concerning any infringement of the 
Technology by third parties which comes to the attention of PMC.  
Superstill shall promptly notify and provide all available information 
to PMC in writing concerning any infringement by third parties of the 
Technology which comes to the attention of Superstill.

         11.2  Upon identification of any infringement, Superstill 
shall, at its own expense, diligently prosecute any and all claims 
against third parties for said infringement, and defend any actions 

                                   39

<PAGE>   11

brought by third parties relating to said claims of infringement, in-
cluding declaratory judgment actions challenging the validity of any 
Technology.  If necessary or desirable, PMC may be joined as a party 
plaintiff in any such claim against third parties, provided that Super-
still shall pay any expenses reasonably incurred by PMC as a result 
thereof.  In connection with any such claim or action, Superstill shall 
pay PMC's direct expenses including, but not limited to, its attorney 
fees, court costs, and any damages.  Should Superstill elect not to 
prosecute or continue to prosecute, defend, or settle any such claim or 
action, it shall give prompt notice thereof to PMC and PMC shall have 
the right, but not the obligation, and shall be afforded the maximum 
opportunity to effectively prosecute, defend, settle, or continue the 
prosecution or defense or settlement of such claim or action.

         11.3  Superstill and PMC shall each provide the other with 
their full cooperation in the prosecution or defense of such claims and 
actions; shall provide any relevant information, documents or data at 
its disposal; shall execute all papers necessary or desirable therefor; 
and shall make all reasonable efforts to secure the testimony of its 
employees.  In the event that an infringement by third parties continues 
unabated, then PMC shall have additional rights in accordance with the 
other provisions herein, including those in Section 13 Loss of Monopoly 
Position.

         11.4  If any claim or action results in a recovery, including 
recoveries by way of money damages, license fees, royalties, or other-
wise, such recovery shall be equitably apportioned between PMC and 
Superstill.  Furthermore, in connection with any settlement of such 
claim or action, Superstill shall have no right to grant any licenses 
or consents to manufacture, use, or sale in the Field without the prior 
consent of PMC, which will not be unreasonably withheld.  In the event 
of such license grants, it is anticipated that the royalties due here-
under shall be diminished.

   12.   INDEMNIFICATION.

         12.1  Superstill shall indemnify and save PMC harmless from 
any loss, by way of judgment, settlement, or otherwise, resulting from 
claims or actions brought by others alleging that the practice by PMC 
of the rights granted herein, or any portion thereof, constitutes an 
infringement of any of the intellectual property rights, including 
patent rights, owned by others.  In furtherance hereof, Superstill may, 
at its sole expense, obtain the rights to permit PMC to continue to 
practice any Technology licensed hereunder which is or may infringe a 
valid patent or proprietary rights of a third party.  This indemnity 
shall not apply to patent infringement claims challenging processes 
originated by PMC and which are not part of the Technology or reason-
ably necessary to manufacture the Licensed Products.

         12.2  In the event that any claim or action shall be brought 
against PMC which alleges that the practice by PMC of the rights 
granted herein, or any portion thereof, constitutes an infringement of 
any of the intellectual property rights, including patent rights, owned 
by others, then PMC shall immediately notify Superstill, and Superstill 
shall be obligated to immediately defend any and all such claims or 
actions at Superstill's sole expense, with counsel chosen by Superstill 
that is reasonably acceptable to PMC.

         12.3  In the event of any such claim or action, or any claim 
or action claiming damages against PMC under Section 11, PMC shall be 
entitled to offset any and all of its expenses obligated to be paid by 
Superstill with royalties otherwise due and owing hereunder to Super-
still.  Under no circumstances shall PMC be entitled to withhold payment 
of any amounts or royalties which would be in excess of such amounts 
absolutely necessary to cover reasonably expected liability and expenses 
for any such claim or action, as determined by a mutually agreed upon 
third party.

                                   40

<PAGE>   12

         12.4  Each party shall be independently liable for defending 
and satisfying any claims, actions or demands brought by any third party 
based on a theory of defective design.  

         12.5  IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR 
ANY INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, EXCEPT THAT THE PAR-
TIES SHALL EVENLY SPLIT AND BE RESPONSIBLE FOR ANY JUDGMENTS WHICH FIND 
BOTH PARTIES JOINTLY AND SEVERALLY LIABLE THEREFOR.

   13.   LOSS OF MONOPOLY POSITION.

         13.1  In the event that competitors market devises which are 
essentially equivalent to Licensed Products, i.e. vapor compression 
distillation or product concentration equipment utilizing plate-type 
heat exchangers, operating at 1-2 psi differential pressure at less than 
50 watts per gallon energy usage, then PMC's obligation to pay royalties 
hereunder shall be modified in accordance with Section 5.2.1 of this 
Agreement.

   14.   TERM

         14.1  The term of this Agreement shall be for the longer of 15 
years from the effective date hereof, or last to expire of any Super-
still U.S. patent licensed to PMC hereunder issuing from a Patent Appli-
cation on a Superstill Improvement for so long as said Licensed Products 
are covered by any one or more claims thereof.  For purposes hereof, a 
patent shall be considered to have expired in the event that any of the 
following shall occur:

               1.   The patent expires, or

               2.   The patent lapses for failure to pay any maintenance 
fee or annuity, or

               3.   All pertinent claims in the patent have been held 
invalid or otherwise unenforceable by a court of competent jurisdiction 
in a judgment which is unappealed or unappealable, or

               4.   With respect to a patent application, when it has 
been abandoned.

   15.   TERMINATION AND EXPIRATION.

         15.1  Superstill may, at its election, terminate this Agreement 
upon the failure of PMC to make any payment by the date on which such 
payment was due.

         15.2  In the event of a material breach by PMC of this Agree-
ment by reason other than failure to timely pay royalties as noted in 
Section 6.1, then notwithstanding any other provision herein or any 
other legal right or remedy otherwise available to it, Superstill's SOLE 
remedy shall be to convert this license from exclusive to non-exclusive 
in accordance with the following Section 15.4 and submit any claim for 
monetary damages to arbitration.

               15.2.1  Superstill may, at its election, convert this 
Agreement to a non-exclusive license in accordance with the following 
Section 15.4 upon the gross failure of PMC to fulfill its obligations 
under Section 3.3 (simple failure to meet forecasted projections shall 
not be considered as sufficient to satisfy this condition).

                                   41

<PAGE>   13

         15.3  PMC may, at its election, terminate this Agreement on the 
happening of the following event:

               15.3.1  The material breach by Superstill of this 
Agreement.

         15.4  The party electing to terminate this Agreement, or con-
vert this license to non-exclusive for breach, shall first provide the 
other party with written notice specifying the grounds for such termi-
nation or conversion and if, within thirty (30) days from the date of 
receipt of such notice, such other party shall cure or correct, or 
commence substantial efforts to effect a cure within a reasonable time 
thereafter, the breach, defect or default which shall be the grounds 
therefor, then this Agreement shall not be terminated or converted, 
as the case may be.  If the default is not cured within the thirty (30) 
day period, or if substantial efforts have not been undertaken to effect 
a cure within a reasonable time thereafter, the complaining party may 
terminate or convert this Agreement at any time thereafter upon a second 
written notice to the defaulting party, without prejudice to other 
rights and remedies the complaining party may have.

         15.5  The termination or expiration of this Agreement, irre-
spective of the ground thereof and the party effecting same, shall not 
relieve any party of any obligations which arose or became due hereunder 
prior to the effective date of such termination, nor of any of the obli-
gations or rights set forth in Sections 2, 3, 5.1, 10, 11, 12, and 16, 
all of which provisions shall survive such termination or expiration.

         15.6  Upon termination or expiration of this Agreement, and at 
such time as PMC holds no other license relating to the Patent Rights, 
and, upon request of Superstill and at PMC's expense, PMC shall return 
to Superstill all copies of documents originated by Superstill which 
contain the Patent Rights, which are in PMC's or its affiliates' posses-
sion or control, and shall not thereafter utilize in any way the Patent 
Rights to the extent that they are valid and subsisting.  Notwithstand-
ing the foregoing, PMC shall have the right to manufacture and sell 
Licensed Products, and order parts from vendors, as reasonably necessary 
to complete the use of its inventories, if any, for Licensed Products 
and continue to service all Licensed Products previously manufactured 
and/or sold by PMC, its agents, its distributors, or its sublicensees.

         15.7  In the event either party directly sells a Licensed Pro-
duct outside his Field without the express approval of the other, then 
said party shall pay a fee of 20% of the Net Sales price thereof to the 
other party.

   16.   WARRANTY OBLIGATIONS.

         16.1  Superstill shall be responsible for all maintenance 
and warranty obligations with respect to Licensed Products sold by it, 
except that PMC shall, at Superstill's request and expense, perform 
such service and maintenance work under such warranty obligations in 
accordance with the rates set forth in Attachment D.  PMC shall be 
responsible for all maintenance and warranty obligations arising out 
of Licensed Products sold by it.

   17.   ARBITRATION.

         17.1  All disputes arising in connection with this Agreement 
shall be finally settled under the rules of the American Arbitration 
Association by one or more arbitrators appointed in accordance with 
such Rules.  The proceedings shall be conducted in the City of St. 
Louis, Missouri.  Notwithstanding the foregoing, any disputes arising

                                   42

<PAGE>   14

with respect to the validity of any patent shall be resolved in the 
first instance by a court of competent jurisdiction.  The parties agree 
that the decision in Arbitration shall be binding and enforceable in 
the courts having jurisdiction to render judgment thereon, and the par-
ties expressly consent to such jurisdiction.

   18.   ASSIGNMENT AND SUBLICENSING.

         18.1  This Agreement shall be fully assignable by either party 
only upon the express written consent of the other party, such consent 
to be not unreasonably withheld.

         18.2  During the continuance of the license granted hereunder, 
PMC and Superstill may grant sublicenses to their respective subsidi-
aries or to other persons, with the express written consent of the other 
party hereto, whose consent shall not be unreasonably withheld, upon the 
following terms and conditions:

               (a)   No such sublicense shall be granted by the sub-
licensor for a term beyond or longer than that during which the 
sublicensor continues to enjoy a license hereunder.

               (b)   Any and all sublicense agreements shall provide 
the following:

                     (i)   The sublicense agreement shall provide for 
statements to be furnished to the licensor, and for the maintenance and 
inspection of records, upon terms corresponding to those herein provided 
for with respect to the sublicensor's records, statements and inspection 
as set forth in Section 6 hereof:

                    (ii)   All sublicensees shall agree to be bound by, 
and shall be provided with copies of, this Agreement in the same manner 
and to the same extent as PMC or Superstill, as the case may be, is 
bound; and

                   (iii)   PMC or Superstill, as the case may be, shall 
be responsible for the performance by its sublicensees of all terms and 
conditions of this Agreement.

         18.3  Any assignment or sublicense in violation of Section 18.1 
or Section 18.2 shall be void.

   19.   CANCELLATION OF CONDITIONAL ASSIGNMENT.

         19.1  By way of separate agreement, the parties hereto shall 
execute a Cancellation of Conditional Assignment and Grant of License 
Agreement, said Cancellation Agreement being effective to cancel the 
Conditional Assignment previously executed on July 26, 1991 wherein 
Superstill conditionally assigned its rights under the Technology to 
PMC.  It is intended by the parties that this Cancellation of Condi-
tional Assignment shall be effective prior to the present Agreement so 
that full rights to the Technology shall be deemed to have revested in 
Superstill prior to the grant of rights and licenses contained herein.

   20.   MISCELLANEOUS.

         20.1  AUTHORITY.  This Agreement shall be effective only after 
approval by the respective Boards of Directors of Superstill and PMC 
and execution and delivery of the Agreement by an authorized officer of 
each.

                                   43

<PAGE>   15

         20.2  NOTICES.  Any notice or report required hereunder shall 
be in writing and shall be either personally delivered or posted by pre-
paid certified mail, return receipt requested, properly addressed to the 
party to whom sent at the following address:
<TABLE>
               <S>                <C>
               If to Superstill:  Superstill Technology Inc.
                                  888 Second Avenue
                                  Redwood City, CA 94063
                                  Attn:  Stephan B. Sears, President

               If to PMC:         Paul Mueller Company, Inc.
                                  P.O. Box 828
                                  Springfield, MO 65801
                                  Attn:  Daniel C. Manna, President

               (With a copy to):  Richard E. Haferkamp, Esq.
                                  Rogers, Howell & Haferkamp
                                  7777 Bonhomme, Suite 1700
                                  St. Louis, Missouri  63105
</TABLE>

               Unless otherwise provided for herein, all such notices 
and reports shall be deemed to have been given or made on the date upon 
which such notice is either delivered or deposited with the U.S. Post 
Office, as the case may be.

         20.3  ENTIRE AGREEMENT.  This Agreement constitutes the entire 
agreement between the parties relating to the specific subject matter 
hereof and supersedes all oral or written representations, agreements, 
and understandings between the parties.

         20.4  FORCE MAJEURE.  Neither party shall be liable for delays 
in performance resulting from any cause beyond its control including, 
without limitation, acts of God, fire, flood, strike, lockout, act of 
civil or military authority, order of any national or local government 
or any department, agency or representative thereof.

         20.5  MODIFICATION.  No variation or modification of this 
Agreement or waiver of any of the terms or provisions hereof shall be 
deemed valid unless in writing and signed by both parties hereto.

         20.6  WAIVERS.  The failure of either party at any time to re-
quire performance by the other party of any provision of this Agreement 
shall not affect in any way the full right to require such performance 
at any time thereafter; nor shall the waiver by either party of a breach 
of any provision hereof be held to be a waiver of the provision itself.

         20.7  FURTHER ASSURANCES.  Each of the parties hereto forthwith 
upon request from the other shall execute and deliver such documents and 
take such action as may be reasonably requested in order fully to carry 
out the intent and purposes of this Agreement.

         20.8  SEPARABILITY.  Should any provision of this Agreement or 
the application thereof, to any extent, be held invalid or unenforce-
able, the remainder of this Agreement and the application thereof other 
than those provisions as to which it shall have been held invalid or 
unenforceable, shall not be affected thereby and shall continue valid 
and enforceable to the fullest extent permitted by law.

                                   44

<PAGE>   16

         20.9  GOVERNING LAW.  This Agreement shall be interpreted in 
accordance with the laws of the State of Missouri, without regard to its 
principles of conflicts of laws.

         20.10 DUPLICATE ORIGINALS.  This Agreement may be fully exe-
cuted in a number of copies and each such fully executed copy shall be 
deemed to be an original.

         20.11 BENEFIT.  This Agreement and the license herein granted 
shall inure to the benefit of and be binding upon the parties hereto, 
their successors, assigns, and all corporations controlled by them.

    IN WITNESS WHEREOF, the parties hereto have caused this Agreement to 
be signed the day and year first above written.

                                      SUPERSTILL TECHNOLOGY INC.

Date:  January 9, 1992                /S/  STEPHAN B. SEARS
                                      ---------------------------------
                                      Stephan B. Sears
                                      Title:  President

                                      PAUL MUELLER COMPANY, INC.

Date:  January 9, 1992                /S/  DANIEL C. MANNA
                                      ---------------------------------
                                      Daniel C. Manna
                                      Title:  President

                                   45

<PAGE>   17

<TABLE>
<CAPTION>
                           LIST OF ATTACHMENTS
                           -------------------
         <S>                    <C>
         ATTACHMENT A     -     List of Patents

         ATTACHMENT B     -     Minimum Performance Requirements

         ATTACHMENT C     -     Schedule of Other Rates

         ATTACHMENT D     -     Schedule of Field Service Rates
</TABLE>

                                   46

<PAGE>   18

<TABLE>
                              ATTACHMENT A
                              ------------
<CAPTION>
U.S. PATENTS
------------

 NUMBER                           ITEM                      STATUS
 ------                           ----                      ------
<S>             <C>                                     <C>
4,671,856       Method of Recycling Energy in           Issued:  6/9/87
                Counterflow Heat Exchange and 
                Distillation

4,769,113       Same title (Divisional)                 Issued:  9/6/88

4,869,067       Same title (Divisional)                 Issued:  9/26/89

4,902,197       Seal Arrangement for Centrifugal        Issued:  2/20/90
                Type of Pump

4,919,592       Radially Compact Fluid Compressor       Issued:  4/24/90

                Apparatus Including Its Own             Filed:   1/18/89
                Combination Manifold/Support
                Assembly for Producing A 
                Concentrate & Distillation

                Press Forming Arrangement               Opened:  3/18/89

                Patent Carbon Filter                    Opened:  7/10/89

                Steam Stripper With Heat Recovery       Opened:  7/10/89

                Formed Plate                            Opened:  7/10/89


                                   47

<PAGE>   19

<CAPTION>
FOREIGN PATENTS
---------------

                       ITEM                           STATUS
                       ----                           ------
          <S>                               <C>
          An Improved Method and            Issued:  EPC, OAPI, Brazil,
          Apparatus for Recycling Energy    Canada, Australia,
          in Counterflow Heat Exchange      Pending:  Japan, Denmark
          and Distillation

          Seal Arrangement for Centrifugal  Issued:  Canada
          Type of Pump                      Pending:  Japan

          Radially Compact Fluid            Pending:  Canada, Australia,
          Compressor                        Japan, South Korea, EPC
</TABLE>

                                   48

<PAGE>   20

<TABLE>
                              ATTACHMENT B
                              ------------
                    Minimum Performance Requirements
                    --------------------------------
<CAPTION>
                              Net Sales ($)

                                    1992          1993          1994
                                    ----          ----          ----
<S>                             <C>           <C>           <C>
Subfield #1 Water Bottling
     S-25                           600,000       850,000     1,500,000
     S-200                          200,000     1,000,000     3,000,000
     S-1000                       1,200,000     3,400,000     5,000,000
                                -----------   -----------   -----------
     Subtotal                   $ 2,000,000   $ 5,250,000   $ 9,500,000

Subfield #2 Industrial Process
     S-25                           200,000       700,000       700,000
     S-200                          200,000       600,000     1,000,000
     S-1000                         600,000     1,200,000     1,800,000
                                -----------   -----------   -----------
     Subtotal                   $ 1,000,000   $ 2,500,000   $ 3,500,000

Subfield #3 Pharmaceutical/Lab
     S-25                           630,000     1,700,000     2,000,000
     S-200                          100,000       400,000       500,000
     S-1000                         270,000       900,000     1,500,000
                                -----------   -----------   -----------
     Subtotal                   $ 1,000,000   $ 3,000,000   $ 4,000,000

Subfield #4 Dairy Concentration
     S-25                                 0        50,000       125,000
     S-200                                0        50,000       125,000
     S-1000                               0             0       250,000
                                -----------   -----------   -----------
     Subtotal                   $         0   $   100,000   $   500,000
                                -----------   -----------   -----------
     GRAND TOTAL                $ 4,000,000   $10,850,000   $17,500,000
                                ===========   ===========   ===========
</TABLE>

                                   49

<PAGE>   21

<TABLE>
                              ATTACHMENT C
                              ------------
                         Schedule of Other Rates
                         -----------------------
<CAPTION>
     The following current rates and charges apply for field service.  
Rates and charges are subject to adjustment from time to time.
<S>                       <C>
Mileage                   $1.50 per mile, includes driver and pickup of 
                          automobile; public transportation charges will 
                          be at actual expense.

Travel Time               Travel time spent on public transportation
                          will be charged at the same rates as above.

Living Expenses           Living expenses are chargeable at the actual
                          out-of-pocket expense.

Parts                     At OEM selling price.

Rates                                        $/Hour
                                             ------
<CAPTION>
                          Monday-Saturday              Sunday & Holidays
                          ---------------              -----------------
<S>                             <C>                            <C>
President                       100                            120
Engineering Manager              85                            100
Senior Engineer                  75                             90
Manufacturing Engineer           75                             90
Engineer                         56                             66
Marketing Manager                75                             90
</TABLE>

                                   50

<PAGE>   22

<TABLE>
                              ATTACHMENT D
                              ------------
                     Schedule of Field Service Rates
                     -------------------------------
<CAPTION>
     The following current rates and charges apply for field service.  
Rates and charges are subject to adjustment from time to time.
<S>                    <C>
Monday thru Friday     8:00 a.m. to 4:30 p.m. - $56.00/hr.
                       Before 8:00 a.m. and after 4:30 p.m. - $66.00/hr.

Saturdays              $66.00/hr.

Sundays and Holidays   $78.00/hr.

Mileage                $1.50/mile, includes driver and pickup of auto-
                       mobile; public transportation charges will be at 
                       actual expense.

Travel Time            Travel time spent on public transportation will 
                       be charged at the same rates as above.

Living Expenses        Living expenses are chargeable at the actual out-
                       of-pocket expense.

Parts                  At OEM selling price.
</TABLE>

                                   51

<PAGE>   23

               ADDENDUM NO. 1 TO EXCLUSIVE LICENSE AGREEMENT
        BETWEEN SUPERSTILL TECHNOLOGY INC. AND PAUL MUELLER COMPANY
                         EXECUTED JANUARY 9, 1992

   This Addendum will serve to interpret and amend the Exclusive License 
Agreement between Superstill and PMC referenced above.

   1.  Both parties confirm their understanding that the "Without Mono-
poly" column in Section 5.2.1 refers to the circumstances existing after 
the occurrence of the event described in Section 13.1 "Loss of Monopoly 
Position".

   2.  Both parties confirm their understanding that under Section 
6.1.3, a loss may be carried back from quarter to quarter WITHIN a year, 
but may not be carried back to a previous year.  So, for example, if PMC 
paid Superstill after a profitable first quarter, but a loss occurred in 
the next three quarters, Superstill would write a check to PMC at year 
end for the excess payment.  If, on the other hand, PMC paid Superstill 
at the end of a profitable year, and a loss occurred the following year, 
Superstill would not have to write such a check (although that loss 
could be carried forward to the next year).

   3.  Delete Section 12.4.

   4.  Add Section 12.6 as follows.

          12.6  Notwithstanding any provision of this Agreement 
          to the contrary, PMC shall defend, indemnify and hold 
          Superstill harmless from any loss or damages (including 
          reasonable attorneys fees) resulting from claims or 
          actions brought by any third party in connection with 
          the use, sale, manufacture or disposition of the Li-
          censed Products by PMC or its sub-licenses or vendees, 
          other than by reason of an infringement claim described 
          in Section 12.1, or the negligence of Superstill.  In 
          the event that any claim or action shall be brought 
          against Superstill which is based on any of the fore-
          going, then Superstill shall immediately notify PMC, 
          and PMC shall be obligated to immediately defend any 
          and all such claims or actions at PMC's sole expense, 
          with counsel chosen by PMC that is reasonably accept-
          able to Superstill.

   5.  Add Section 12.7 as follows.

          12.7  Notwithstanding any provision of this Agreement 
          to the contrary, Superstill shall defend, indemnify 
          and hold PMC harmless from any loss or damages (in-
          cluding reasonable attorneys fees) resulting from 

                                   52

<PAGE>   24

          claims or actions brought by any third party in con-
          nection with the use, sale, manufacture or disposition 
          of any Licensed Products which allege the negligence 
          of Superstill.  In the event that any claim or action 
          shall be brought against PMC which is based on any of 
          the foregoing then PMC shall immediately notify Super-
          still, and Superstill shall be obligated to immediately 
          defend any and all such claims or actions at Supers-
          till's sole expense, with counsel chosen by Superstill 
          that is reasonably acceptable to PMC.

   6.  Add new Section 5.4 as follows.

          5.4  In order to fund the performance by Superstill 
          of its obligations under this Exclusive License Agree-
          ment including the reasonable and necessary patent 
          activity and the completion of design activity in 
          order to meet the schedule for technology transfer 
          in accordance with Section 8, PMC shall make avail-
          able to Superstill an amount of $100,000 in advance 
          royalties at a rate of $10,000 per month on a cumu-
          lative basis for ten months commencing in February 
          of 1992.  Superstill shall warrant that all such 
          advance royalties shall be used solely for the pur-
          poses stated above.  Any and all payments made under 
          this Section 5.4, and $56,500. due PMC for an advance 
          and for equipment and parts previously supplied to 
          Superstill, shall be considered as advances against 
          royalties otherwise due and owing to Superstill in 
          accordance with the other portions of Section 5 
          herein.  Superstill shall be obligated to re-pay 
          said advance royalties, including interest thereon 
          at 10% per annum.  Such re-payment shall be made 
          from the first dollar amounts of royalties otherwise 
          due and owing beginning with the first quarter of 
          1993 in like manner to the credit taken for an over-
          payment in royalties as provided for in Section 
          6.1.3, except that only 50% of any royalty payment 
          shall be subject to credit under this Section 5.4.

   7.  The minimum performance requirements for calendar year 1992 as 
itemized on Attachment B shall be amended to read as follows.

                                   53

<PAGE>   25

<TABLE>
                                      1992
                                      ----
<S>                                 <C>
Subfield #1 Water Bottling

   S-25                             $  533,000
   S-200                               133,000
   S-1000                            1,000,000
                                    ----------
   Subtotal                         $1,666,000

Subfield #2 Industrial Process

   S-25                             $  178,000
   S-200                               133,000
   S-1000                              500,000
                                    ----------
   Subtotal                         $  811,000

Subfield #3 Pharmaceutical/Lab

   S-25                             $  560,000
   S-200                                67,000
   S-1000                              225,000
                                    ----------
   Subtotal                         $  852,000

Subfield #4 Dairy Concentration

   S-25                             $        0
   S-200                                     0
   S-1000                                    0
                                    ----------
   Subtotal                         $        0
                                    ----------
   GRAND TOTAL                      $3,329,000
                                    ==========
</TABLE>

                                   54

<PAGE>   26

   IN WITNESS WHEREOF, the parties hereto execute this Addendum No. 1 
which shall be effective after approval by the respective Boards of 
Directors of Superstill and PMC and execution and delivery hereof by an 
authorized officer of each.

                                      SUPERSTILL TECHNOLOGY INC.

Date:  January 23, 1992               /S/  STEPHAN B. SEARS
       ----------------               ---------------------------------
                                      Stephan B. Sears
                                      President

                                      PAUL MUELLER COMPANY, INC.

Date:  January 28, 1992               /S/  DANIEL C. MANNA
       ----------------               ---------------------------------
                                      Daniel C. Manna
                                      President

                                   55

<PAGE>   27

               ADDENDUM NO. 2 TO EXCLUSIVE LICENSE AGREEMENT
        BETWEEN SUPERSTILL TECHNOLOGY INC. AND PAUL MUELLER COMPANY
                         EXECUTED JANUARY 9, 1992

   This Addendum will serve to interpret and amend the Exclusive License Agree-
ment, as amended, between Superstill and PMC referenced above.

   1.  Amend Section 12.6 as follows.

          12.6  Notwithstanding any provision of this Agreement to the 
          contrary, PMC shall defend, indemnify and hold Superstill 
          harmless from any loss or damages (including reasonable attar-
          neighs fees) resulting from claims or actions brought by any 
          third party in connection with the use, sale, manufacture 
          or disposition of the Licensed Products by PMC or its sub-
          licenses or vendees, other than an infringement claim 
          described in Section 12.1 or those alleging the negligence 
          of Superstill.  In the event that any claim or action shall 
          be brought against Superstill which is based on any use, sale, 
          manufacture, or disposition of a Licenses Product including 
          those based on the negligence of Superstill but not those 
          based on infringement, then Superstill shall immediately 
          notify PMC, and PMC shall be obligated to immediately defend 
          any and all such claims or actions at PMC's sole expense, with 
          counsel chosen by PMC that is reasonably acceptable to Super-
          still.  If any payments are made by PMC to satisfy or settle 
          claims or actions for losses or damages caused at least in 
          part by the negligence of Superstill, the parties will ego-
          titan in good faith towards a reasonable and equitable 
          apportionment of the obligation for said payments (including 
          reasonable attorneys fees and costs expended in defense 
          thereof) and Superstill shall reimburse PMC for that portion 
          thereof which the parties agree shall be fair and appropriate 
          considering all of the facts and circumstances relating there-
          to.  Should the parties fail to agree on an apportionment of 
          said payments, then either party may submit the matter to 
          arbitration in accordance with Section 17 hereof.

   2.  Delete Section 12.7.

   3.  The minimum performance requirements from calendar years 1992, 
1993 and 1994, as itemized on Attachment B and Amendment No. 1, par-
graph 7, shall be further amended as follows:

<TABLE>
                    Minimum Performance Requirements
                    --------------------------------
<CAPTION>
                                   1992          1993          1994
                                   ----          ----          ----
          <S>                  <C>           <C>           <C>
          Subfield #1 
          Water Bottling

             S-25              $   533,000   $   850,000   $ 1,500,000
             S-200                 100,000       800,000     2,700,000
             S-1000                300,000     2,700,000     4,500,000
                               -----------   -----------   -----------
             Subtotal          $   933,000   $ 4,350,000   $ 8,700,000

                                   56

<PAGE>   28

          Subfield #2 
          Industrial Process

             S-25              $   178,000   $   700,000   $   700,000
             S-200                 100,000       450,000       900,000
             S-1000                100,000       900,000     1,600,000
                               -----------   -----------   -----------
             Subtotal          $   378,000   $ 2,050,000   $ 3,200,000

          Subfield #3 
          Pharmaceutical/Lab

             S-25              $   560,000   $ 1,700,000   $ 2,000,000
             S-200                  50,000       350,000       450,000
             S-1000                100,000       800,000     1,400,000
                               -----------   -----------   -----------
             Subtotal          $   710,000   $ 2,850,000   $ 3,850,000

          Subfield #4 
          Dairy Concentration

             Subtotal          $         0   $   100,000   $   425,000
                               -----------   -----------   -----------
             GRAND TOTAL       $ 2,021,000   $ 9,350,000   $16,175,000
                               ===========   ===========   ===========
</TABLE>

          These revised minimum requirements are based upon release of 
          second generation designs in accordance with the Superstill 
          letter and Development Schedule of May 15, 1992.

   IN WITNESS WHEREOF, the parties hereto execute this Addendum No. 2 
which shall be effective after approval by the respective Boards of 
Directors of Superstill and PMC and execution and delivery hereof by an 
authorized officer of each.

                                      SUPERSTILL TECHNOLOGY INC.

Date:  June 11, 1992                        /S/  STEPHAN B. SEARS
       -------------                  ---------------------------------
                                      Stephan B. Sears
                                      President

                                      PAUL MUELLER COMPANY, INC.

Date:  June 15, 1992                         /S/  DANIEL C. MANNA
       -------------                  ---------------------------------
                                      Daniel C. Manna
                                      President

                                   57