10.22 EcoProgress License

                           EXCLUSIVE LICENSE AGREEMENT

              MEMORANDUM OF VARIATION - EFFECTIVE MARCH 23rd, 1999

BETWEEN:
BioProgress Technology  International,  Inc., (BTI), a corporation registered in
the State of Delaware,  having offices situate at 9055 Huntcliff Trace, Atlanta,
GA 30350; and, Consolidated  Ecoprogress Technology,  Inc., (CET), a corporation
registered in British  Columbia,  having  offices  situate at Suite 800-850 West
Hastings Street, Vancouver, B.C. V6C 1E1.

WHEREAS:

A. CET was formerly known as, first,  Allmed  International  Investments,  Inc.,
(Allmed), and second, as Ecoprogress Canada Holdings, Inc., (ECH). The change of
name from Allmed to ECH was effected on February  7th,  1997,  and the change of
name from ECH to CET was effected on February 25th, 1998.

B. By way of an agreement  dated February  15th,  1999 BTI acquired from Trutona
International,  Inc., (TI),  inter alia, the sole and beneficial  interest in an
Exclusive  License  Agreement (the Exclusive  License) made between  EcoProgress
International,  Limited,  Envirofilm  Technology,  Inc.,  and Allmed on November
28th,  1994. A copy of the minutes of a meeting of the directors of TI approving
and  ratifying the sale of the  Exclusive  License to BTI is attached  hereto as
Schedule 1.

C.  The  Exclusive  License  Agreement  was  varied  by way of a  Memorandum  of
Variation  dated  August  31st,  1998 a copy,  of which,  is attached  hereto as
Schedule 2.

D. CET wishes to extend the Territory  (as defined in the  Exclusive  Agreement)
and to acquire certain valuable assets (the Assets) being the property of BTI as
set out in  Schedule  3  attached  hereto,  and BTI is  willing  to  extend  the
Territory and to sell the Assets on the terms and conditions contained herein.

It is AGREED as follows:

GENERAL

1. Pursuant to Clause 15.2 of the Exclusive License this Memorandum of Variation
shall be legally  binding  upon the  parties  hereto  with  effect from the date
hereof.

2. For the avoidance of doubt the Exclusive License,  mutatis mutandis,  remains
in full force and effect in all respects.

3. The sole parties to the Exclusive License shall be BTI and CET.

4. The front page and the signature  page of the Exclusive  License  incorrectly
refer to Allmed as being Allmed International Investors.

5. The Effective Date (as defined therein) of the Exclusive  License is November
28th, 1994.

VARIATIONS TO THE EXCLUSIVE LICENSE

1.  Forthwith  upon the execution  and delivery of this  Agreement the Exclusive
License shall be amended as follows:

1.1. Territory shall be The World, (the Extended Territory);

1.2.  Products,  as  defined  in the  License,  shall be  limited in scope to be
disposable  absorbent products (feminine hygiene products,  baby diapers,  adult
incontinence pads and sheets, and such like) until such time as:

(a)  cumulative  royalties  of US  $1,000,000  have been paid in  respect of the
Extended   Territory   (excluding   Canada),   at  which  time  Products   shall
automatically  and  without  the need for  further  documentation  be amended to
include Ostomy Products;

(b)  cumulative  royalties  of US  $2,500,000  have been paid in  respect of the
Extended Territory (excluding Canada), at which time Products,  as amended under
1.2(a)   hereof,   shall   automatically   and  without  the  need  for  further
documentation be amended to include disposable medical gowns, drapes,  utensils,
wipes and solids  for  removal  and  recycling  of  hazardous  materials,  and a
processor  system for their  dissolution,  and any and all products that have an
orifice and which can be used for the  containment  or handling of materials and
powders and for the  avoidance of doubt this  expressly  excludes  Encapsulation
Products and  Encapsulation  Products as defined in the  Memorandum of Variation
attached here to; and,

<PAGE>


(c) those  Products  referred to in  Subclause  (a)  hereof,  may be sold by CET
within the Extended Territory at any time, provided that, such sales shall be on
a nonexclusive basis and subject to a royalty of 5% payable to BTI in respect of
gross  proceeds  received  by CET from such  sales,  and such  royalty  shall be
excluded from the cumulative  royalties payable under the Subclause (a) referred
to herein.

(d) those  Products  referred to in  Subclause  (b)  hereof,  may be sold by CET
within the Extended Territory at any time, provided that, such sales shall be on
a nonexclusive basis and subject to a royalty of 5% payable to BTI in respect of
gross  proceeds  received  by CET from such  sales,  and such  royalty  shall be
excluded from the cumulative  royalties payable under the Subclause (b) referred
to herein.

CONSIDERATION

1.  Consideration  payable upon  execution  of this  agreement in respect of the
Extended  Territory  (excluding  Canada)  shall  be  US  $380,000  cash  and  US
$1,120,000  payable by way of the issue of free  trading  shares of common stock
(the  Shares) in CET at an agreed  price of US $1.05 per share.

2. The  initial  cash  consideration  of US  $380,000  shall  include the sum of
$160,000  being the total sum  applicable  to the purchase of the Assets,  which
shall expressly exclude title to the Patents as defined in the License.

PAYMENT

1. Upon  execution of this Agreement CET shall pay to BTI the sum of US $100,000
by way of wire transfer or certified cheque,  or a combination  thereof at BTI's
direction, and such payment shall be nonrefundable in the event that, for any or
no reason, CET fails to obtain the approvals referred to in Clause 3 hereof.

2. Upon  regulatory  approval or no later than April 7th,  1999 CET shall to BTI
the sum of US  $280,000  by way of  wire  transfer  or  certified  cheque,  or a
combination thereof at BTI's direction.

3. Within  seven (7) working days of CET  receiving  approval to enter into this
Agreement from the Vancouver Stock Exchange and a majority of CET  shareholders,
whichever is the later, CET shall deliver up to BTI the Shares deemed fully paid
and registered in the name of BTI.

4. Any and all other sums that become due under this Agreement  shall be paid in
full and on time, time being of the essence,  in US dollars to a bank account or
bank accounts nominated by BTI from time to time.

ROYALTY

1. A royalty  of 5%  capped  at the  cumulative  sum of US  $3,500,000  shall be
payable  by CET to BTI in respect of the sale of  Products  within the  Extended
Territory.

OPTION TO PURCHASE TITLE TO PATENTS

1. Upon payment of the cumulative sum of US $3,500,000 CET may purchase absolute
and beneficial title to the Patents for the sum of US $1.00 per patent.

2. In the event  that the  Patents  are  acquired  by CET in  accordance  with 1
hereof,  then CET shall  grant to BTI a  consideration  free  license to use the
Patents, provided that, such use does not conflict or compete with the Products.

APPOINTMENT OF DISTRIBUTOR

1. CET shall appoint BTI as its exclusive  distributor  for the Products  within
the EEC upon terms and conditions  consistent with CET's normal commercial terms
and conditions for such rights.

APPROVAL OF DIRECTORS

1. This Memorandum of Variation has been unanimously  approved and ratified at a
meeting of the Directors of CET and BTI respectively,  and a copy of the minutes
of each of the said meetings is attached hereto as Schedule 4.

OBLIGATIONS OF BTI

1. Within  thirty (30) days of the date hereof,  BTI shall deliver up the Assets
to CET, provided that, the cost of delivery (if any) shall be borne by CET.

2. BTI shall  procure  and  deliver to CET all  documentation,  customer  lists,
customer correspondence,  sales and marketing collateral,  and any and all other
materials or  information  deemed  necessary by CET to enable it to take maximum
commercial advantage of the Products within the Extended Territory.

<PAGE>


OBLIGATIONS OF CET

1. CET shall use its best endeavours to maximise the commercial  exploitation of
the Products to maximum benefit within the Extended Territory.

2. CET by itself and jointly and severally by its  directors and officers  shall
take all necessary steps,  and sign and deliver all documents deemed  necessary,
to ensure that the Shares are properly  registered and free from  restriction of
sale, transfer, assignment or disposal by other means within the minimum time as
required by statute, law or regulatory authority.

CONTINUITY

1. All other terms and conditions of the Exclusive License,  including governing
law, remain  unchanged and in full force and effect as if the parties hereto had
been  signatories and principals to the Exclusive  License at the Effective Date
thereof.

CONFLICT

1. In the event of conflict between the terms, conditions and expression of this
Agreement and the terms,  conditions  and  expression of the Exclusive  License,
then the terms,  conditions and expression of this Agreement  shall prevail upon
the parties in all respects.


The parties hereto have the day first written above signed in agreement.

By:
Duly authorized officer for and on behalf of
BioProgress Technology International, Inc.

Name:

Title:

By:
Duly authorized officer for and on behalf of
Consolidated Ecoprogress Technology, Inc.

Name:

Title:

<PAGE>


                                   SCHEDULE 1

MINUTES OF A MEETING OF THE DIRECTORS OF
TRUTONA INTERNATIONAL, INC.

HELD ON FEBRUARY 15TH, 1999.

BY TELEPHONE

Present:  Barry J Muncaster (Chairman)
Larry C. Shattles (President)
James T. C. Longley (C.F.O., Secretary and Treasurer)
Malcolm D. Brown (V. P. Research & Development)


There was  presented  to the  meeting  an  agreement  between  the  company  and
BioProgress Technology International, Inc., (BTI) The agreement provides for the
Company to sell all of its assets in flushable and biodegradable  products for a
total  consideration  of  $1,500,000,  to be satisfied by the issue of shares in
BTI, with the proviso that BTI may pay up to $380,000 in cash in lieu of 950,000
shares.

Mr.  Muncaster,  Mr.  Longley and Mr. Brown declared an interest in the proposed
agreement  by  virtue  of their  executive  positions  with  BTI and  respective
personal  shareholdings  in  that  Company.  Accordingly,  they  refrained  from
discussion of the agreement and declared their  intention to abstain from voting
on the proposition.

The Proposition:

It was proposed by the President that it is in the best interests of the Company
and its creditors and  shareholders to accept and execute the agreement with BTI
and as tabled at the meeting.

Resolution:

It was  resolved,  and is hereby  approved and  ratified,  that the President is
instructed  and  authorized to execute and deliver the agreement with BTI in the
form tabled at the meeting.  Further, the President is instructed and authorized
to sign, execute, seal, agree and deliver any and all documents deemed necessary
to properly and fully effectuate the BTI agreement in all respects.

There being no other business the meeting was closed.

This is a true and accurate  minute of the meeting of the directors  held on the
date first written above.


Barry J. Muncaster
Chairman


James T. C. Longley
C.F.O, Secretary and Treasurer.

<PAGE>


                                   SCHEDULE 2

EXCLUSIVE LICENSE AGREEMENT

MEMORANDUM OF VARIATION        EFFECTIVE AUGUST, 31, 1998

BETWEEN:

EcoProgress International,  Limited (EIL), a corporation registered in the State
of Delaware,  having offices situate at 9055 Huntcliff Trace, Atlanta, GA 30350;
and, Trutona  International,  Inc., (TI), a corporation registered in the States
of Delaware,  having offices situate at 9055 Huntcliff Trace, Atlanta, GA 30350;
and, Consolidated Ecoprogress Technology,  Inc., (CET), a corporation registered
in British  Columbia,  having  office  situate at 3002 West King Edward  Avenue,
Vancouver, B.C. V6L 1V3.

WHEREAS:

A. CET was formerly known as, first,  Allmed  International  Investments,  Inc.,
(Allmed), and second, as Ecoprogress Canada Holdings, Inc., (ECH). The change of
name from Allmed to ECH was effected on February  7th,  1997,  and the change of
name from ECH to CET was effected on February 25th, 1998.

B.  By  way of an  agreement  dated  September  19th,  1997,  TI  acquired  from
EcoProgress,  Inc.,  (ECO)  the sole and  beneficial  interest  in an  Exclusive
License  Agreement (the  Exclusive  License) made between EIL, ECO and Allmed on
November 28, 1994.

C. In the period since the  effective  date of the  Exclusive  License there has
been  numerous  changes,  amendments,  additions  and deletions to the terms and
conditions  of the  Exclusive  License,  all of which have been agreed to either
orally or in writing by the parties  hereto,  and the parties now wish to record
by  this  Memorandum  of  Variation  the  aforementioned  changes,   amendments,
additions and deletions to the terms and conditions of the Exclusive License.

It is agreed as follows:

6. Pursuant to Clause 15.2 of the Exclusive License this Memorandum of Variation
shall be binding upon the parties hereto.

7. For the avoidance of doubt the License Agreement,  mutatis mutandis,  remains
in full force and effect in all respects.

8. The sole parties to the Exclusive License are EIL, TI and CET.

9. The front page and the signature  page of the Exclusive  License  incorrectly
refer to Allmed as being Allmed International Investors.

10. The Effective Date (as defined therein) of the Exclusive License is November
28, 1994.

11. By way of agreement  dated  November  12th,  1996,  between  Allmed and EIL,
Allmed  agreed to buyout  the R&D  Contribution  (as  defined  in the  Exclusive
License)  for the agreed sum of $189,990 to be  satisfied by the issue to EIL of
821,970 shares of Allmed's common stock. The  aforementioned  agreement has been
completed and there is no accrued,  actual or future  liability on Allmed or EIL
on any account whatsoever and no matter how arising in respect thereof.

12. At the date hereof the principal sum of  US$155,526.74  remains  outstanding
and  payable  by CET to TI in  respect  of the  License  Fee (as  defined in the
Exclusive License).  CET shall pay to TI the sum of US$155,526.74 in the amounts
and at the times following:

12.1.  Forthwith,  upon completion of a private placement of CET's common shares
in progress at the date hereof,  but in any event no later than September  25th,
1998, time being of the essence, the sum of US$44,442.52, such sum to be paid by
way of telegraphic  transfer for the account of TI at NationsBank,  8755 Roswell
Road, Atlanta, GA 30350, ABA Number: 061000052, Account Number: 022 77 945.

12.2.  On September 30th, 1998, the sum of:                 US$11,110.63

12.3.  On December 31st, 1998, the sum of:                  US$11,110.63

<PAGE>


12.4.  On March 31st, 1999, the sum of:                     US$23,340.93

12.5.  On June 30th, 1999, the sum of:                      US$23,340.93

12.6.  On September 30th, 1999, the sum of:                 US$23,340.93

12.7.  On December 31st, 1999, the sum of:                  US$18,840.17

13. At the date hereof the amount of US$3,125.41 remains outstanding and payable
by CET to TI in respect  interest  due on arrears of the License Fee (as defined
in the Exclusive License).  CET shall pay to TI the sum of US$3,125.41 forthwith
upon completion of a private placement of CET's common shares in progress at the
date hereof.

14. At the date hereof the amount of US$1,121.48 remains outstanding and payable
by CET to TI in respect of arrears of  Royalties  (as  defined in the  Exclusive
License).  ).  CET  shall  pay  to TI  the  sum of  US$1,121.48  forthwith  upon
completion of a private placement of CET's common shares in progress at the date
hereof.

15.  Pursuant to an agreement dated April 22, 1997, CET sold to EIL absolute and
beneficial  title  to any and  all  rights  to  encapsulation  technologies  and
encapsulated  products  developed,  or to  be  developed  by  EIL,  which  would
otherwise be subject of the Exclusive License,  in consideration of the issue to
CET of  125,000  ordinary  shares  of  common  stock in  BioProgress  Technology
Limited, a private company incorporated in the United Kingdom.

16. The original patent application No.912452.4 was replaced on February 9, 1995
by patent  application  No:  PCT/GB96/00298.  In addition,  Patent  applications
numbers: Canadian No: 2 212 445 and Canadian No: 2 222 167 became subject of the
Exclusive  License on, and claim  international  priority from February 9, 1995,
and on May 25, 1995 respectively.

17. Other products identified as Products (as Defined in the Exclusive License),
for which a patent application may or may not be submitted but which are subject
to intellectual property, are: organic cotton digital tampons and organic cotton
applicator  tampons;  breast pads for breast feeding mothers;  incontinence pads
for  light  and  medium  levels  of   incontinence;   two  part   flushable  and
biodegradable diaper.

18. All other terms and conditions of the Exclusive License, including governing
law, remain  unchanged and in full force and effect as if the parties hereto had
been signatories to the Exclusive License at the Effective Date thereof.

The parties have the day first written above signed in agreement.

By:
Name:
Title:
Duly authorized officer for and on behalf of
EcoProgress International, Limited

By:
Name:
Title:
Duly authorized officer for and on behalf of
Trutona International, Inc.



By:
Name:
Title:
Duly authorized officer for and on behalf of
Consolidated Ecoprogress
Technology, Inc.

<PAGE>

                                   SCHEDULE 3

THE ASSETS

TRADEMARKS

1.   HARMONIES
2.   TRUTONA
3.   TRUE TO NATURE
4.   INVENTORY:

1.   ALL HARMONIES: SUPER NAPKINS, REGULAR NAPKINS, PANTYLINERS
2.   ALL TRUTONA: SUPER NAPKINS, REGULAR NAPKINS, PANTYLINERS
3.   ALL PACKAGING AT HOSPECO AND ONTEX
4.   ALL B 9 FILM AT HOSPECO.
5.   ALL MATERIALS AT ONTEX:  3.67 TONNES AIR LAID PAPER,  142,260 SQUARE METRES
     COVERSTOCK.

SUNDRY:

1.   EXHIBITION BOOTH
2.   ALL ARTWORKS, DESIGNS, PROOFS, AND ADVERTISEMENT MATERIALS.



                                   SCHEDULE 4

COPIES OF MINUTES OF A MEETING OF THE DIRECTORS OF CET AND OF BTI, RESPECTIVELY,
APPROVING AND RATIFYING THIS AGREEMENT