AGREEMENT AND LICENCE



THIS AGREEMENT AND LICENCE made effective as Of the 18t day of

January, 1996, by and between AG HEIN,LTD., a British Columbia

company, having an office at 5274 Cliffridge Avenue, North

Vancouver, British Columbia, V7R 3V4 (hereinafter referred to

as "Licensor") and ARTHUR G. HEIN, an inventor, residing at

5274 Cliffridge Avenue, North Vancouver, British Columbia, V7R

3V4 (hereinafter referred to as "Mr. Hein") and STOTHERT'

ENGINEERING LTD., a British Columbia company, having an office

at 14th Floor, 609 Granville Street, Vancouver, British

Columbia, V7Y 3V4 (hereinafter referred to as "Licensee")



WHEREAS Licensor has developed and acquired specialized, novel

and unique technology, inventions, patents, practices,

knowledge, know-how, skill, experience and other proprietary

information relating to electrostatic precipitator technology;



AND WHEREAS Licensee desires to obtain from Licensor an

exclusive know-how and patent licence, and also certain

technical assistance, and Licensor is willing to grant such

licence and to make such assistance available to Licensee, all

as hereinafter more fully provided;



NOW, THEREFORE, in consideration of the mutual covenants and

undertakings contained herein and other good and valuable

consideration, the sufficiency of which is hereby

acknowledged, the parties hereby agree as follows:



                           134





I    DEFINITIONS



The following terms, whenever used in this Agreement or in the

Exhibits hereto, shall have the respective meanings set forth

below:



1.   "Licensed products" shall mean gas flow control means and

duct systems designed for non-uniform gas distribution used in

electrostatic precipitators at or near inlet and/or outlet

openings in such precipitators, when made in accordance with

licensed know-how and/or licensed patents, as hereinafter

defined.



2.   "Licensed patents" shall mean the U.S. and Canadian

patents identified in Schedule "A" hereto, and all future

patent applications and patents, petty patents, utility models

and designs worldwide, owned or controlled by Licensor and

relating specifically to electrostatic precipitator gas flow

distribution technology or parts thereof, if any licensed

patent rights



     (a)  expire, or

     (b)  are adjudged invalid by a Court of competent

          jurisdiction from which no appeal has been or can be

          taken, they will automatically cease to be licensed

          patent rights.



3.   "Licensed know-how" shall mean Licensor's present and

future specialized, novel and unique technology, inventions,

drawings, computer software and copyright in respect thereof,

practices, knowledge, know-how, skill, experience and other

proprietary information relating to the subject matter of this

Agreement.



                           135





4.   "Affiliate" shall mean any firm, corporation or other

organization, or any person



     (a)  in which Licensee has, or which has in Licensee, at

          the time, directly or indirectly, a substantial

          stock interest or a substantial financial interest,

          or



     (b)  with which Licensee has, or which has with Licensee,

          at the time, directly or indirectly, management

          relations sufficient to enable it to control the

          oth6:~Is business policies and activities.



5.   "Know-how" means any information, including without

limitation, invention records, research records and reports,

test procedures, test data, developmental reports,

experimental and other engineering reports, production plant

designs, product specifications, quality control reports and

specifications, drawings and photographs, computer programs,

manufacturing and production techniques, processes, methods,

marketing surveys, or any other information and know-how

relating to or concerning any of the licensed patent rights

anA/or,licensed products developed by Licensor, or any

improvements, methods or 'processes useful to make, use or

sell licensed products to the extent that the knowhow is in

the possession of or owned or controlled by Licensor,



6.   "Agreement" shall mean this Agreement and Licence,

including all Exhibits hereto.



7.   "Licensed territory" shall mean worldwide.



8.   "Term of this Agreement" shall mean the term hereinafter

provided for and any and all renewals or extensions thereof.

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