EXHIBIT 10.9



                                    LICENSING
                                    AGREEMENT

         This Agreement, dated September 14, 1999, is made by and between Cerami
Consulting Corporation (referred to as "LICENSOR"),  a corporation organized and
existing under the laws of New York and having a principal  place of business at
765 Old Saw Mill River Road, Tarrytown, New York and Wellstone LLC ("LICENSEE"),
a limited liability company corporation organized and existing under the laws of
Delaware  and having a  principal  place of  business  at 765 Old Saw Mill River
Road, Tarrytown, New York.

                                    WHEREAS:

         A. LICENSOR is the sole owner of all right, title, and interest in U.S.
Patent Application  #023569 entitled  "Methods,  agents and devices for removing
nucleophilic  toxins from tobacco and tobacco smoke" (see Exhibit A),  including
all associated  inventions,  technology,  know-how,  and  intellectual  property
rights  (the  "Product"),  and  LICENSOR  has the  right  to  grant  the  rights
transferred under this Agreement.

         B.  LICENSEE is desirous  of  acquiring  from  LICENSOR  the  exclusive
worldwide  exploitation rights to practice and utilize the aforesaid inventions,
technology,  know-how,  and patent pending applications,  including the right to
manufacture and market the Product.

         C.  LICENSOR  is  willing  to grant  such  rights  upon the  terms  and
conditions set forth in this Agreement.

         NOW, THEREFORE,  in consideration for the mutual covenants and promises
contained in this Agreement, the parties agree as follows:

Definitions

         The  term  "TECHNOLOGY,"  as used in this  Agreement,  shall  mean  all
known-how,  technical data, or other proprietary information or materials of any
kind regarding the design,  manufacture,  operation, use, or sale of any Product
or other device for use in any field and  incorporating  or based on U.S. Patent
Application #023569,  foreign counterparts of these applications leading to such
patents, including any amendment to said domestic and foreign applications,  any
other patents now or hereafter  owned or  controlled by LICENSOR  which would be
infringed by LICENSEE in exercising its rights and license under this Agreement,
or any modifications,  improvements, or derivatives thereto made by LICENSOR, or
LICENSEE.

         The terms "PRODUCT" and  "PRODUCTS," as used in this  Agreement,  shall
mean any and all items produced,  used, and/or sold or otherwise  commercialized
by LICENSEE  or its  sublicensees  resulting  from the use of any portion of the
TECHNOLOGY or based on any portion of the TECHNOLOGY.

         The term  TERRITORY,  as used in this  Agreement  shall mean the entire
world.

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Grant of Technology Rights

         Subject to the other terms and conditions  set forth herein.,  LICENSOR
hereby grants to LICENSEE an exclusive worldwide right and license to use, sell,
manufacture,  and otherwise to commercialize  the TECHNOLOGY  and/or PRODUCTS in
all fields of use.

         LICENSEE  may file for  additional  patents  or  intellectual  property
rights on behalf of LICENSOR and in LICENSOR's name at LICENSEE's own expense in
any country it so desires.

         Notwithstanding  anything to the contrary, all rights to the patents or
intellectual property rights now existing or to be obtained in the future, which
are based on the TECHNOLOGY or PRODUCTS, shall be the sole property of LICENSOR.
Upon  execution of this  Agreement,  LICENSOR shall disclose to LICENSEE any and
all technical information,  materials, and know-how then within the knowledge or
possession  of LICENSOR  which was not already  disclosed  to LICENSEE and which
would be helpful to LICENSEE in the  manufacture,  use or sale of the PRODUCT or
in otherwise exploiting the subject matter of this Agreement.

Warranties and Representations of LICENSOR

         LICENSOR  warrants and represents  that to the best of its knowledge it
owns or has an exclusive  right to the TECHNOLOGY and patents  pending listed in
Exhibit  A and that  LICENSOR  is free to enter  into  this  Agreement  and that
LICENSOR has no knowledge of any suit,  action or claim instituted or threatened
by a third party against any of its  intellectual  property  rights  relating to
TECHNOLOGY.

         LICENSOR  represents,  warrants,  and  covenants  that it has not,  and
during the term of this  Agreement  will not,  grant any other license for sale,
use or manufacturing of the PRODUCTS in the TERRITORY, nor shall LICENSOR itself
sell, use, manufacture or otherwise commercialize the PRODUCTS in the TERRITORY.

         LICENSOR  agrees at its expense,  to hold  LICENSEE  harmless  from any
liability which results from any breach by LICENSOR of these representations and
warranties.

Payments and Obligations

         LICENSEE agrees to pay all future costs for development, manufacturing,
commercialization,  including all other future fees and costs in connection with
patents  issued or  applications  pending at the date of the  execution  of this
Agreement,   or  any  other  future  costs  associated  with  the  PRODUCTS  and
TECHNOLOGY.

         The license  granted to LICENSEE by LICENSOR  hereunder is granted on a
perpetual and royalty-free basis and without the payment of any fees.

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Confidential Information

         In connection with the license granted  herein,  LICENSEE  acknowledges
that   LICENSOR  will  disclose  to  LICENSEE   confidential   and   proprietary
information,  including  valuable  trade  secrets  and,  confidential  know-how,
technical data, and other information and materials pertaining to the TECHNOLOGY
(hereinafter  "Confidential  Information").  LICENSEE  agrees  to  maintain  and
protect  the  strict  confidentiality  of  such  Confidential  Information,  and
LICENSEE agrees that  inappropriate  disclosure of the Confidential  Information
may cause irreparable injury to LICENSOR. Accordingly, LICENSEE acknowledges and
agrees  that  the  remedy  at law  for  any  breach  of  this  provision  may be
inadequate,  and in recognition thereof,  agrees that LICENSOR shall be entitled
to injunctive relief for inappropriate disclosure of Confidential Information by
LICENSEE,  which relief shall be in addition to any other  remedies  that may be
available to LICENSOR.

Infringement of Patents by Third Parties

         Should LICENSOR or LICENSEE become aware of any infringement or alleged
infringement  of  any  portion  of  the  TECHNOLOGY,  the  knowing  party  shall
immediately  notify  the  other  party of the name and  address  of the  alleged
infringer,  the alleged  acts of  infringement,  and any  available  evidence of
infringement.  LICENSOR  and  LICENSEE  agree to work jointly (on a best efforts
basis) to prevent any infringement and defend any patents or other  intellectual
property  rights upon which the  TECHNOLOGY  is based.  The total expense of all
such actions shall be borne by LICENSEE and all proceeds shall be for LICENSEE's
account.

         If, at any time during the term of this Agreement, LICENSOR or LICENSEE
shall be unable to uphold the validity of any  intellectual  property  rights of
the TECHNOLOGY against any alleged  infringer,  LICENSEE shall not have a damage
claim or a claim for refund or reimbursement against LICENSOR.

         LICENSEE  agrees to defend to the best of its ability the  intellectual
property rights of the TECHNOLOGY, including the patents or patent applications.

Term and Termination

         With  respect  to the  rights  granted  herein,  this  Agreement  shall
commence  upon the  execution  hereof  by both  parties  and shall  continue  in
perpetuity,

         Notwithstanding  anything  to  the  contrary,  if  LICENSEE  materially
defaults in performing any of the material terms of his Agreement, and continues
in default for a period of thirty (30) days, or if LICENSEE becomes insolvent or
enters into an agreement with  creditors,  or if a receiver is appointed for it,
LICENSOR  shall have the right to terminate  this  Agreement by giving notice to
LICENSEE. Thirty (30) days after such notice, this Agreement, if such default is
not cured to LICENSOR's satisfaction, shall automatically terminate.

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         Subsequent  to the  termination  of  this  Agreement,  as  provided  in
subsections 7a or 7b hereof, LICENSEE agrees that it will not engage in the use,
sale, or other  commercialization  of the TECHNOLOGY  and, that it will not sell
the PRODUCTS. Notwithstanding the foregoing, LICENSEE may, for up to ninety (90)
days after the effective date of such  termination,  sell all PRODUCTS which may
be in inventory and not sold.

         (a)Upon  termination  of this  Agreement,  all licenses  granted herein
shall be immediately  revoked,  LICENSEE shall promptly return all  Confidential
Information  to LICENSOR or destroy all  Confidential  Information,  and nothing
herein  shall be  construed  to release  either  party of any  obligation  which
matured prior to the effective  date of such  termination  or which may continue
beyond such termination.

Taxes, Governmental Approvals and Liability

         LICENSEE shall be solely  responsible  for the payment and discharge of
any taxes,  duties,  or withholdings  relating to any transaction of LICENSEE in
connection with the manufacture, use, sale, lease, or other commercialization of
the TECHNOLOGY or the PRODUCTS, if done by LICENSEE.

         LICENSEE shall, at its own expense, be responsible for applying for and
obtaining any government  approvals,  authorizations or validations  relative to
this Agreement under the appropriate laws.

         LICENSEE  shall be  responsible  for all PRODUCT  liability and PRODUCT
warranty for any PRODUCTS  manufactured  for or by LICENSEE under this Agreement
and shall insure this risk accordingly.  LICENSEE further  indemnifies  LICENSOR
for any and all claims brought against LICENSOR of which the cause of action was
set by any act of LICENSEE related to any PRODUCTS covered by this Agreement.

Independence of the Parties

         This Agreement  shall not constitute the designation of either party as
the  representative  or agent  of the  other,  nor  shall  either  party by this
Agreement have the right or authority to make any promise,  guarantee,  warranty
or  representation,  or to  assume,  create,  or incur  any  liability  or other
obligation  of any kind,  express or  implied,  against or in the name of, or on
behalf of, the other, except as described herein.

Assignment

         Neither party shall have the right to assign or otherwise transfer this
Agreement and the rights acquired and obligations imposed hereunder, without the
prior written consent of the other party. If such written consent is given, such
assignment  or transfer  shall not be deemed  effective  unless such assignee or
transferee has agreed in writing to be bound by the terms and provisions of this
Agreement.

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         LICENSER shall be free to sublicense others to manufacture, use or sell
the PRODUCT  under the licensed  technology  but shall remain bound to the terms
and conditions of this Agreement.

Notices

         All notices,  demands,  and other  communications  under this Agreement
shall be deemed to have been duly given and delivered one (1) day after sending,
if sent by fax,  telegram  or telex,  and,  ten days after  posting,  if sent by
registered airmail, postage prepaid, to the parties at the following locations:

         If to LICENSOR:
         765 Old Saw Mill River Road
         Tarrytown, New York 10591

         If to LICENSEE:
         765 Old Saw Mill River Road
         Tarrytown New York 10591

         The parties  hereto may give written  notice of change of address.  and
after such notice has been received,  any notice of request shall  thereafter be
given to such party at the changed address.

Jurisdiction; Governing Law

         Any dispute, controversy or claim between the parties arising out of or
in connection with this Agreement,  including but not necessarily limited to its
conclusion, existence, validity, interpretation, performance or non-performance,
breach,  or termination,  whether arising before or after the termination of the
Agreement,  shall be referred to and finally determined by the appropriate court
located in the State of New York.

         This agreement shall be governed by, and construed in accordance within
the laws of the State of New York,  except that the  Federal  Laws of the United
States  of  America   shall  apply  to  questions   regarding  the  validity  or
infringement or  enforceability  of United States Federal Patent rights relating
in any way to this Agreement or the subject matter of this Agreement.

Identification of TECHNOLOGY and PRODUCTS

         LICENSEE  agrees to mark the  following  with the  appropriate  U.S. or
foreign  patent  number in  conformity  with the patent laws and practice of the
respective country:

         1.   all PRODUCTS  which are made,  used,  sold,  leased,  or otherwise
              disposed of;
         2.   all packaging of all PRODUCTS, and
         3.   all  brochures,  manuals,  and documents  describing  the PRODUCTS
              which are to be used, sold, or distributed.

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         Unless otherwise directed by LICENSOR, LICENSEE shall state in a manner
acceptable to LICENSOR and approved by LICENSOR,  in a prominent position on all
materials and things specified in the sub-section  above, that the TECHNOLOGY is
utilized and the PRODUCTS are  manufactured  and sold by LICENSEE  under license
from LICENSOR.

General Provisions

         The parties  hereto have read this  Agreement  and agree to be bound by
its terms.  The parties further agree that this Agreement  shall  constitute the
complete and exclusive  statement of the Agreement  between them and  supersedes
all  proposals,  oral or  written,  and all other  communications  between  them
relating  to the  TECHNOLOGY  and  PRODUCTS,  including  but not  limited to the
inventions,  technology,  and  know-how,  which are the  subject  matter of this
Agreement.

         No agreement changing,  modifying,  amending,  extending,  superseding,
discharging,  or terminating  this  Agreement or any provisions  hereof shall be
valid  unless  it is in  writing  and is dated  and  signed  by duly  authorized
representatives of the party or parties to be charged.

         The provisions of this  Agreement are severable,  and in the event that
any  provisions  of this  Agreement  shall  be held to be  invalid,  illegal  or
unenforceable,  the  validity,  legality,  and  enforceability  of the remaining
provisions shall not in any way be affected or impaired thereby.

         Failure of any of the parties  hereto to enforce any of the  provisions
of this Agreement or any rights with respect thereto or to exercise any election
provided for therein, shall in no way be considered a waiver of such provisions,
rights,  or election or in any way to affect the validity of this Agreement.  No
term or provision  hereof shall be deemed waived and no breach  excused,  unless
such waiver or consent  shall be in writing  and signed by the party  claimed to
have waived or  consented.  The failure by any of the parties  hereto to enforce
any of said  provisions,  rights,  or elections  shall not preclude or prejudice
other  provisions,  rights, or elections which it may have under this Agreement.
Any  consent  by any  party to, or  waiver  of, a breach by the  other,  whether
express or implied,  shall not  constitute a consent or waiver of, or excuse for
any other,  different or subsequent  breach.  All remedies herein conferred upon
any party shall be cumulative  and no one shall be exclusive of any other remedy
conferred herein by law or equity.

         This Agreement shall be binding not only upon the parties  hereto,  but
also upon without  limitations  thereto,  their  assignees,  successors,  heirs,
devices, divisions, subsidiaries, officers, directors and employees.

         There  shall be no  liability  on either  party on account of any loss,
damage, or delay occasioned or caused by strikes, riots, fires, insurrections or

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the  elements,  embargoes,  failure  of  carriers,  acts of God or of the public
enemy, or any other force majeure causes beyond the control of either party.

         Except as  provided  elsewhere  in this  Agreement,  all of the  legal,
accounting,  and other  miscellaneous  expenses incurred in connection with this
Agreement and the performance of the various  provisions of this Agreement shall
be paid by the party who incurred the expense.

         In any action for breach of this  agreement  or for any other  cause of
action,  neither  party  shall be liable to the  other  party for any  punitive,
indirect or consequential damages; provided,  however, that this provision shall
not be  deemed  to limit in any way  LICENSEE's  duty to  defend  and  indemnify
LICENSOR for claims brought by third parties as set forth in this Agreement.

         Headings used in this  Agreement  are for  reference  purposes only and
shall not be deemed a part of this Agreement.

         This Agreement may be executed in any number of  counterparts,  each of
which shall be deemed to be an original all of which constitute one and the same
agreement.

         (a)  All   representations,   warranties,   including  all  contractual
provisions relevant to  confidentiality,  notices,  jurisdiction/governing  law,
defense and  indemnification  obligations,  and  limitations  of liability  made
herein shall survive the termination of this Agreement.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first mentioned above.

LICENSOR:  CERAMI CONSULTING CORPORATION       LICENSEE:  WELLSTONE FILTERS, LLC


By:      /s/Carla Cerami                       By:     /s/Learned Hand

Printed Name:  Carla Cerami                    Printed Name:  Learned Hand

Title:     Vice President                      Title:    Managing Member

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Exhibit A

         U.S. Patent Application  #023569 entitled "Methods,  agents and devices
for removing nucleophilic toxins from tobacco and tobacco smoke"

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