EXHIBIT 10.50


                                    AGREEMENT

      THIS  AGREEMENT (the  "Agreement")  is made and entered into as of October
10, 2001, by and among TSET, Inc., a Nevada corporation (the "Company"), Jeffrey
D.  Wilson  (the  "Executive")  and The  Pangaea  Group LLC,  an Oregon  limited
liability company ("The Pangaea Group").


                                    RECITALS:

      A. The Company and the  Executive  entered  into that  certain  Employment
Agreement dated April 16, 1999 (the  "Employment  Agreement")  pursuant to which
the Executive was hired as the Company's  Chairman of the Board of Directors and
Chief Executive Officer.

      B. Pursuant to the Employment Agreement,  the Executive received a signing
bonus of one hundred thousand (100,000)  fully-vested,  restricted shares of the
Company's common stock, $0.001 par value per share (the "Common Stock") that was
issued to the Executive's nominee, The Pangaea Group. In addition, the Executive
received nine hundred  thousand  (900,000) shares of Common Stock that vested at
the rate of one hundred  (100,000)  shares of Common Stock per month over a nine
(9) month period and were issued to the Executive's  nominee, The Pangaea Group.
(The one million  (1,000,000) shares of Common Stock described in this paragraph
B are individually and collectively referred to herein as the "Shares.")

      C.  The  Company  and the  Executive  entered  into  that  certain  Letter
Agreement dated April 10, 2001 (the "Letter Agreement")  amending the Employment
Agreement.

      D. Pursuant to the Letter  Agreement,  the Executive  received one hundred
twenty-five thousand (125,000) fully vested options to purchase shares of Common
Stock and two hundred twenty-five  thousand (225,000) options that vest upon the
achievement  of  certain  performance  objectives  of  the  Company  more  fully
described therein. (The three hundred fifty thousand (350,000) options described
in this paragraph D are individually and collectively  referred to herein as the
"Options.")

      E. Certain  facts have  recently  come to the attention of the Company and
the  Executive  that among other  things,  the Board of Directors of the Company
never validly approved the Employment Agreement.

      F.  Accordingly,  the  Company  and the  Executive  have  agreed  that the
Employment  Agreement  and the  Letter  Agreement  are null and void from  their
inception. As a consequence, the Company and the Executive have decided that the
Executive and his nominee, The Pangaea Group, shall return all of the Shares and
Options  granted to the Executive  pursuant to the Employment  Agreement and the
Letter Agreement.

<PAGE>

      G. The Company and the Executive  acknowledge that the parties hereto will
be filing federal and state tax returns,  as applicable,  and will be relying on
the effectiveness of this Agreement.

      H. Except for the obligations created hereunder,  the Executive desires to
fully and  completely  release  the  Company  from any and all  liabilities  and
obligations  with respect to any prior  grants of Common  Stock  and/or  Options
pursuant to the Employment Agreement and/or the Letter Agreement.


                                    AGREEMENT

      NOW THEREFORE,  in consideration of the mutual  agreements,  covenants and
premises set forth herein for certain other good and valuable consideration, the
receipt and adequacy are hereby acknowledged,  the parties hereto,  intending to
be legally bound, hereby agree as follows:

      1.    INCORPORATION  OF RECITALS.  The  foregoing  recitals are true and
correct and are incorporated by this reference.

      2.    ACKNOWLEDGMENT  THAT EMPLOYMENT  AGREEMENT AND LETTER  AGREEMENT ARE
NULL AND VOID. The Company and the Executive  hereby agree and acknowledge  that
the Company's Board of Directors never validly approved the Employment Agreement
and the Letter Agreement.  Therefore, the Company and the Executive hereby agree
and acknowledge  that all of the provisions of the Employment  Agreement and the
Letter Agreement,  including,  without limitation,  the "evergreen" provision of
Section  3(b) of the  Employment  Agreement,  shall be null and void from  their
inception.

      3.    RESIGNATION AS CHAIRMAN AND CHIEF EXECUTIVE OFFICER.  Simultaneously
with the execution of this Agreement,  the Executive shall resign as Chairman of
the Board of Directors and as Chief Executive Officer of the Company and deliver
a resignation letter,  substantially in the form of Exhibit "A" attached hereto.
The Company and the Executive  hereby agree that the Executive shall remain as a
director of the Company for the remainder of his term.

      4.    VOID SHARES AND OPTIONS.  The Company and the Executive hereby agree
that the issuance of the Shares and Options  granted to the Executive is void as
of the effective  dates of the  Employment  Agreement and the Letter  Agreement,
respectively,  and that such Shares and Options shall be treated as if they were
never  issued or  granted,  as the case may be.  However,  the  Company  and the
Executive  hereby  agree that the  Executive  shall  retain  the fifty  thousand
(50,000) options that the Executive received on April 9, 2001 in connection with
the  Executive's  service  as a  director  of the  Company  and the two  hundred
thousand  (200,000)  options  that  the  Executive  received  on May 3,  2001 in
connection with the Executive's service as Chairman of the Board of Directors in
the years 1999 and 2000.

      5.    GRANT OF OPTIONS.  The Company shall grant to the Executive upon the
execution  of this  Agreement,  an option to  purchase  from the  Company  fifty
thousand  (50,000) shares of the Company's Common Stock (the "Chairman  Option")
in  consideration  for the Executive's  service,  prior to his  resignation,  as
Chairman of the Board of Directors of the Company in the year 2001. The exercise

                                       2
<PAGE>

price  per  share  of the  Chairman  Option  shall be the  closing  price of the
Company's  Common Stock as of the date of this  Agreement.  The Chairman  Option
shall be fully vested and exercisable upon the date of grant.

      6.    RETURN OF CERTIFICATES.  The Executive shall return,  or cause to be
returned,  all  certificates  representing  the Shares  simultaneously  with the
execution of this Agreement.

      7.    PAYMENT TO EXECUTIVE.  In consideration of the Executive's agreement
to resign as Chairman of the Board of Directors and Chief  Executive  Officer of
the Company,  and in consideration  of the Executive's  agreement to be bound by
the  nondisclosure  provisions  in Section 8 and the  assignment  of  inventions
provisions  in Section 9, the  Company  shall pay the  Executive  Three  Hundred
Eighty Thousand  Dollars (US  $380,000.00)  in the aggregate,  payable in (i) an
initial  payment  of Thirty  Thousand  Dollars  (US  $30,000.00)  (the  "Initial
Payment")  (and Nine Thousand  Three Hundred  Thirty-Two  Dollars and 69/100 (US
$9,332.69)  which  shall  be for all  unpaid  reimbursable  expenses  previously
incurred by the Executive through the date hereof and submitted to the Company),
and (ii) Three Hundred Fifty Thousand Dollars (US  $350,000.00)  pursuant to the
terms of that certain Promissory Note,  substantially in the form of Exhibit "B"
attached hereto (the  "Promissory  Note").  The Initial Payment shall be payable
within sixty (60) days of the date hereof in cash. In the event the Company does
not make the Initial  Payment  within such sixty (60) day period,  such  Initial
Payment shall bear interest at the IRS Midterm Rate plus five percent (5%).  The
parties  agree that failure to make the Initial  Payment  within such sixty (60)
day period does not constitute a breach of this Agreement.  In addition,  in the
event the Company fails to make any installment payment of principal or interest
due under the  Promissory  Note which is not  promptly  paid by the tenth (10th)
calendar day following the  applicable  due date, the Company shall grant to the
Executive a three (3) year, fully vested and immediately  exercisable  option to
purchase  ten  thousand  (10,000)  shares  of the  Company's  Common  Stock at a
purchase  price per share equal to the  closing  price of the  Company's  Common
Stock as of the date such installment payment was due.

      8.    NONDISCLOSURE.  Except as  expressly  permitted by the Company or in
the discharge of his duties as a director of the Company,  the  Executive  shall
not at any time from the date hereof  disclose,  directly or indirectly,  to any
person,  firm,  corporation,   partnership,  association  or  other  entity  any
proprietary  or  confidential   information  relating  to  the  Company  or  any
information  concerning  the Company's  financial  condition or  prospects,  the
Company's  customers,  the design,  development,  manufacture  or selling of the
Company's   products  or  the  Company's   methods  of  operating  its  business
(collectively  "Confidential  Information").  Confidential Information shall not
include  information that, at the time of disclosure,  (a) is known or available
to the general public by publication (including,  without limitation, the public
disclosure of information pursuant to the Company's reporting  obligations under
applicable  federal and state  securities  laws) or otherwise  through no act or
failure to act on the part of the  Executive in violation of this Section 8, (b)
already  known to the  Executive or became known or was derived by the Executive
by some  demonstrable  means  other than as a result of the  Executive's  access
thereto, (c) rightfully received from a third party without similar restrictions
and without  breach of this  Agreement,  or (d)  independently  developed by the
Executive   without   any   utilization   of   the   Confidential   Information.
Notwithstanding  any  other  provision  of this  Agreement,  the  Executive  may
disclose Confidential Information as is required to be disclosed in order to (i)
comply with any requirement imposed by judicial or administrative process or any

                                       3
<PAGE>

governmental or court order, (ii) comply with or discharge any fiduciary duty of
the  executive,  (iii)  ensure  the  Company's  compliance  with all  disclosure
obligations  arising  under  federal and state  securities  laws and other laws,
rules,  and  regulations   applicable  to  the  Company,  or  (iv)  enforce  the
Executive's  rights under this Agreement and the Promissory Note. Subject to the
foregoing  exceptions  and  permitted  uses  of  Confidential  Information,  the
Executive  acknowledges  and  agrees  that  the  Confidential  Information  is a
valuable, special and unique asset of the Company's business.

      9.    INVENTIONS.  Each  Executive  Invention (as defined  below)  belongs
exclusively  to  the  Company.  The  Executive  acknowledges  that  all  of  the
Executive's  writing,  works of authorship  and other  Executive  Inventions are
works made for hire and the property of the Company,  including any  copyrights,
patents or other  intellectual  property  rights  pertaining  thereto.  If it is
determined that any such works are not works made for hire, the Executive hereby
assigns  to the  Company  all of the  Executive's  right,  title  and  interest,
including  all  rights of  copyright,  patent  and other  intellectual  property
rights, to or in such Executive Inventions. The Executive covenants that he will
promptly:

            (a)  assign to the Company or to a party  designated by the Company,
at  the  Company's  request  and  without  additional  compensation,  all of the
Executive's  right to the  Executive  Invention  for the  United  States and all
foreign jurisdictions;

            (b)  execute  and  deliver  to  the   Company   such   applications,
assignments,  and other  documents  as the Company may request in order to apply
for and obtain  patents or other  registrations  with  respect to any  Executive
Invention in the United States and any foreign jurisdictions:

            (c)  sign  all  other  papers  necessary  to  carry  out  the  above
obligations; and

            (d)  give  testimony  and render any other  assistance,  but without
expense to the  Executive,  in support of the Company's  rights to any Executive
Invention.

For  purposes  of this  Agreement,  "Executive  Invention"  shall mean any idea,
invention, technique,  modification,  process or improvement (whether patentable
or not), any industrial  design  (whether  registerable  or not), any mask work,
however fixed or encoded,  that is suitable to be fixed,  embedded or programmed
in a  semiconductor  product  (whether  recordable  or  not),  and  any  work of
authorship (whether or not copyright protection may be obtained for it) created,
conceived or developed by the Executive,  either solely or in  conjunction  with
others, during the Executive's  employment with the Company, that relates in any
way to, or is useful in any manner  in, the  business  then being  conducted  or
proposed  to be  conducted  by the  Company,  and any such item  created  by the
Executive,  either solely or in conjunction with others,  after the date hereof,
that is  based  upon  or  uses  Confidential  Information.  Notwithstanding  the
foregoing  provisions of this Section 9, the  exceptions  and permitted  uses in
clauses (a) through (d) and clauses (i) through  (iv) of Section 8 hereof  shall
also constitute  exceptions to and permitted uses of the definition of Executive
Invention.

      10.   BOOKS AND RECORDS.  All books,  records and accounts of the Company,
whether  prepared by the  Executive  or  otherwise  coming into the  Executive's
possession,  shall be returned to the Company within five (5) business days from

                                       4
<PAGE>

the date hereof.  The Company shall provide the Executive  ready and full access
to all such books,  records,  and accounts as may be  necessary  and proper from
time to time, to enable the Executive's performance of all fiduciary duties owed
to the Company,  to ensure the Company's  compliance  with all applicable  laws,
rules, and regulations,  and in order to comply with any requirement  imposed by
judicial or administrative process or any governmental or court order.

      11.   INDEMNIFICATION OF THE COMPANY. Except with respect to the Company's
performance  of all covenants and agreements of the Company set forth herein and
in the Promissory  Note, and so long as the Company is in compliance with and is
timely performing all of its covenants and agreements to the Executive hereunder
and under the Promissory  Note, the Executive  shall indemnify and hold harmless
the  Company,  its  officers,   directors,   employees,   agents,   counsel  and
shareholders   (individually,    an   "Indemnitee"   and,   collectively,    the
"Indemnitees") against and from any loss, damage, injury, harm, detriment,  lost
opportunity,  liability,  exposure, claim, demand, settlement,  judgment, award,
fine, penalty,  tax, fee, charge or expense (including  attorneys' fees) that is
directly or indirectly suffered or incurred at any time by any Indemnitee, or to
which any  Indemnitee  otherwise  becomes  subject at any time,  and that arises
directly or indirectly out of or by virtue of, or relates directly or indirectly
to any failure on the part of the Executive to observe,  perform or abide by, or
any other  breach of, any  restriction,  covenant,  obligation,  representation,
warranty or other provision contained in this Agreement.

      12.   INDEMNIFICATION  OF THE EXECUTIVE.  The Company shall  indemnify the
Executive  to the same extent as all other  directors of the Company for as long
as the  Executive  serves  as a  director  of the  Company.  For as  long as the
Executive serves as a director of the Company, the Company hereby covenants that
it will  immediately  notify the  Executive  verbally  and in  writing  upon the
Company  receiving notice of the lapse or termination of the Company's  director
and officer liability  insurance policy or that the Company no longer will carry
such insurance.

      13.   BINDING  NATURE.  All of the terms and  provisions of this Agreement
shall be  binding  upon,  inure to the  benefit  of, and be  enforceable  by the
parties and their  respective  legal  representatives,  successors and permitted
assigns, whether so expressed or not.

      14.   COUNTERPARTS.  This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of which shall be deemed an original, but all of which taken
together shall constitute one and the same instrument. Confirmation of execution
by electronic  transmission of a facsimile  signature page shall be binding upon
any party so confirming.

      15.   GOVERNING LAW. This Agreement  shall be governed by and construed in
accordance with the laws of the State of Nevada exclusive of conflicts or choice
of laws rules or comity.

      16.   ENFORCEABILITY.  If any  provision  (or  portion  thereof)  of  this
Agreement  is  adjudged  invalid  or  unenforceable  by  a  court  of  competent
jurisdiction, the remaining provisions shall nevertheless continue in full force
and effect. In any such case, the provision deemed unenforceable shall be remade
or  interpreted  by the  parties  in a  manner  that  such  provision  shall  be
enforceable to preserve, to the maximum extent possible,  the original intention

                                       5
<PAGE>

and meaning  thereof and such provision,  as so modified or  interpreted,  shall
remain in full force and effect thereafter.


                [Remainder of page intentionally left blank.]

                                       6
<PAGE>


      IN WITNESS WHEREOF, the parties have executed this Agreement on the date
set forth above.

                                   TSET, INC.


                                    By: /s/ Richard Papworth
                                    Name:   Richard Papworth
                                    Title:  Chief Financial Officer



                                    /s/ Jeffrey D. Wilson
                                    ---------------------
                                    JEFFREY D. WILSON


                                    THE PANGAEA GROUP LLC


                                    By: /s/ Jeffrey D. Wilson
                                        ---------------------
                                    Name:   Jeffrey D. Wilson
                                    Title:  Managing Director


                                       7
<PAGE>

                                    EXHIBIT A
                                    ---------



Board of Directors
TSET, Inc.
333 South State Street, PMB 111
Lake Oswego, Oregon 97034

Re:  Resignation

Gentlemen:

I hereby tender my resignation as Chairman of the Board of Directors and Chief
Executive Officer of TSET, Inc., a Nevada corporation, effective as of the date
hereof. In addition, I hereby tender my resignation as Chairman of the Board of
Directors and any officer position I may hold of EdgeAudio.com, Inc., an Oregon
corporation and as Chairman of the Board of Directors and any officer position I
may hold of Kronos Air Technologies, Inc., a Nevada corporation., effective as
of the date hereof.



--------------------------------
Jeffrey D. Wilson

Effective Date:  October __, 2001


                                       8
<PAGE>


                                    EXHIBIT B
                                    ---------

                                 PROMISSORY NOTE
                                 ---------------


$350,000.00                                                    October ___, 2001
                                                             Lake Oswego, Oregon

       FOR VALUE RECEIVED,  TSET, INC., a Nevada  Corporation (the  "Borrower"),
hereby  promises  to pay to the order of JEFFREY D. WILSON  (the  "Lender"),  at
5003-F Foothills Road, Lake Oswego,  Oregon 97034, or such other place or places
as he may  hereafter  designate to the  Borrower,  in lawful money of the United
States of America,  the original  principal sum of Three Hundred Fifty  Thousand
Dollars (US $350,000.00), together with accrued interest on the unpaid principal
balance  hereof  from the date of this Note until all  amounts  due and  payable
hereunder are paid in full.

      Except as otherwise provided herein,  interest shall accrue as of the date
of this Note and shall be  calculated on the entire  principal  sum  outstanding
from time to time at the IRS Midterm Rate per annum. The entire principal amount
and all accrued  interest  shall be due and payable by the  Borrower on June 30,
2006. The Borrower shall pay installments of principal and interest in an amount
equal to Twenty  Thousand  Dollars (US $20,000.00) in cash quarterly in arrears.
The first installment payment under this Note shall be due on March 31, 2002 and
each  subsequent  installment  payment  shall  be due on the  last  day of  each
corresponding  quarter thereafter.  Any installment of principal or interest due
under this Note which is not  promptly  paid by the tenth  (10th)  calendar  day
following the applicable due date,  such payment shall bear interest at the rate
of the IRS Midterm Rate plus five percent (5%) per annum  commencing on the date
immediately following the day upon which the payment was due until the amount of
any such payment is paid to the Lender in full.  In  addition,  in the event the
Borrower  fails to make any  installment  payment of  principal  or interest due
under this Note which is not promptly paid by the tenth (10th) day following the
applicable  due date,  the Borrower shall grant to the Lender a fully vested and
immediately  exercisable three (3) year option to purchase ten thousand (10,000)
shares of the Borrower's  common stock,  par value $0.001 per share (the "Common
Stock"),  at a  purchase  price  per  share  equal to the  closing  price of the
Borrower's Common Stock as of the date such installment payment was due. Failure
to make  required  quarterly  installments  will only be  considered an Event of
Default (as  defined  herein)  upon the  failure by the  Borrower to timely make
three (3) quarterly  installments  under this Note.  Upon the  occurrence of any
Event of Default,  (as defined  herein) by the Borrower of any term or provision
of this Note, all sums outstanding  under this Note shall thereupon  immediately
bear  interest at the rate of the IRS Midterm  Rate plus five  percent  (5%) per
annum until all  outstanding  amounts  owing to the Lender  under this Note have
been paid in full.  The Borrower  does not intend or expect to pay, nor does the
Lender intend or expect to charge,  collect or accept, any interest greater than
the highest  legal rate of interest  which may be charged  under any  applicable
law. Should the acceleration  hereof or any charges made hereunder result in the
computation  or earning of interest  in excess of such legal  rate,  any and all
such excess shall be and the same is hereby  waived by the Lender,  and any such
excess shall be credited by the Lender to the principal balance hereof.

                                        9
<PAGE>


       If any amount hereunder is payable on a day which is a Saturday,  Sunday,
legal holiday or a day on which banking institutions in Lake Oswego,  Oregon are
authorized or required by law or by local  proclamation  to close,  the due date
thereof  shall be  extended to the next  succeeding  business  day and  interest
thereon  shall accrue  during the period of such  extension at the rate provided
herein.

      At the option of the Lender,  all sums  advanced  hereunder  together with
accrued  interest  thereon  shall become  immediately  due and payable,  without
notice or demand, upon the occurrence of any one or more of the following events
of  default  (an  "Event of  Default"):  (a)  failure  to timely  make three (3)
quarterly  installments  of principal and interest due under this Note;  (b) the
commencement of any proceedings under any bankruptcy laws of any jurisdiction or
under  any  insolvency,  reorganization,  receivership,  readjustment  of  debt,
dissolution or liquidation law or statute of any  jurisdiction  now or hereafter
in effect  (whether in law or equity) is filed by or against the Borrower or for
all or any part of its property;  or (c) in the event the Borrower receives cash
gross  proceeds  from a single or series of  financings  during the term of this
Note  in  an  amount  equal  to  or  greater   than  Ten  Million   Dollars  (US
$10,000,000.00).  The Borrower's failure to timely make the Initial Payment,  as
defined in Section 7 of the  Agreement to which this Note is attached as Exhibit
B, shall be counted as one of the missed installments for purposes of the clause
(a) of this paragraph in determining the occurrence of an Event of Default.

       The Borrower and any endorsers,  sureties,  guarantors,  and assignors of
this Note  (including  any other persons ever liable for payment for any amounts
due hereunder)  hereby jointly and severally waive notice,  presentment,  demand
for payment, protest, notice of protest and nonpayment or dishonor, diligence in
collecting  amounts due hereunder,  grace, and all other formalities of any kind
whatsoever, and consent to all extensions without notice for any periods of time
and partial payments, all without prejudice to the Lender. No failure, delay, or
omission  by the  Lender or any  holder of this Note in  exercising  any  right,
power, or remedy (collectively,  "right") hereunder shall operate as a waiver or
relinquishment  thereof,  nor shall any single or partial  exercise  of any such
right  preclude  any other or further  exercise  thereof or the  exercise of any
other right  hereunder.  The Lender's  rights  hereunder are  cumulative and not
exclusive of any other rights provided at law or in equity.

      The Lender shall have the right to assign this Note or payments of amounts
due hereunder. The Borrower shall have the right to assign this Note in whole or
in part as long as the Borrower remains liable for all sums due hereunder.

       If this  Note  becomes  in  default  and is  placed  in the  hands  of an
attorney,  the  Borrower  agrees to pay any and all  fees,  costs,  charges  and
expenses  incurred by the  Lender,  including,  but not  limited to,  reasonable
attorney's fees; provided,  however, that no such payments by the Borrower shall
be  construed  as  interest  or  finance  charges   hereunder  for  purposes  of
determining the maximum lawful rate of interest payable hereunder.

       The  principal  amount of this Note may be prepaid in whole or in part at
any time prior to the maturity of this Note without  premium,  penalty,  or fee.
Each  prepayment of principal  shall be credited  first to accrued  interest and
then to reduce the unpaid  principal  amount  hereof.  No partial  prepayment of
principal  shall  act to  suspend,  postpone  or waive any  regularly  scheduled
payment of interest due under this Note.

       This Note shall be construed  and  enforced  according to the laws of the
State of Nevada, excluding all principles of choice of laws, conflict of laws or
comity.  Each person now or hereafter  becoming obligated for the payment of the

                                       10
<PAGE>

indebtedness evidenced by this Note hereby consents to personal jurisdiction and
venue in Clackamas  County,  Oregon,  in the event of any  litigation in any way
arising out of the loan evidenced hereby.

       The  terms of this Note may not be  changed  orally.  This Note  shall be
binding on the  successors  and assigns of the Borrower.  The Borrower shall not
assign  this Note nor  delegate  any of its  obligations  hereunder  without the
Lender's prior written consent.

       Any notice  required  or  permitted  hereunder  shall be  provided to the
Lender  at the  address  first  written  above,  and any  similar  notice to the
Borrower  shall be provided to 333 South State  Street,  PMB 111,  Lake  Oswego,
Oregon 97034 (unless the Borrower  provides  written notice to the Lender of any
different  address).  The  Borrower  shall  notify  the Lender in writing of the
street  address of its physical  offices,  whether in Lake Oswego or  elsewhere.
Notices  provided  hereunder shall be given in writing and shall be deemed given
when  delivered  in  person,   when  sent  by  facsimile  or  other   electronic
transmission (with confirmation of delivery or answerback to be attached), three
days after  being sent via express or courier  delivery,  or ten (10) days after
being sent via registered or certified mail (return receipt  requested),  in all
cases with postage and delivery charges prepaid by the sender.

       THE BORROWER HEREBY KNOWINGLY,  VOLUNTARILY AND INTENTIONALLY  WAIVES THE
RIGHT WHICH IT MAY HAVE TO A TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE
OF ACTION BASED HEREON,  OR ARISING OUT OF, UNDER OR IN ANY WAY  CONNECTED  WITH
THE DEALINGS  BETWEEN THE LENDER AND THE  BORROWER,  THIS NOTE, OR ANY DOCUMENTS
EXECUTED IN CONNECTION  HEREWITH,  OR THE FINANCING  CONTEMPLATED HEREBY, OR ANY
COURSE OF CONDUCT,  COURSE OF DEALING,  STATEMENTS  (WHETHER ORAL OR WRITTEN) OR
ACTIONS OF ANY PARTY  HERETO OR THERETO IN EACH CASE  WHETHER  NOW  EXISTING  OR
HEREAFTER  ARISING,  AND WHETHER IN CONTRACT,  TORT,  EQUITY OR OTHERWISE.  THIS
PROVISION IS A MATERIAL  INDUCEMENT FOR THE LENDER  EXTENDING THE LOAN EVIDENCED
BY THIS NOTE.



                                          TSET, INC.

                                          By:______________________________
                                          Name:____________________________
                                          Title:___________________________