CYNTECH RESEARCH & ENGINEERING, INC.


                           CYNTECH TECHNOLOGIES, INC.

This  Agreement,  dated  November  30,  1998 by and between  Cyntech  Research &
Engineering,  Inc., (hereafter called "Cyntech Research"), whose address is 9436
Steger  Road,  Post  Office Box 995,  Frankfort,  Illinois  60432,  and  Cyntech
Technologies,  Inc. (hereafter called "Cyntech"), whose address is 8130 Westglen
Drive, Houston, Texas 77063 to wit:

Cyntech  Research  is  a  technology  and  research  development  company  which
specializes in hydrocarbon recovery  technologies which utilizes proprietary and
patent   pending   technologies   developed  by  Cyntech   Research  to  recover
petrochemical  feedstocks from waste rubber and plastics. The primary technology
is called "Thermal Reduction Technology."

Cyntech  Technologies,  Inc.,  is a company  organized  to utilize  the  Thermal
Reduction Technology license exclusively developed by Cyntech Research.  Cyntech
will construct,  manage,  and market  facilities  utilizing the Cyntech Research
Thermal Reduction Technology.

The terms and conditions of this licensing agreement are as follows:

Technology License:

Cyntech  Research  hereby  agrees to license to Cyntech  exclusively  all of the
technologies  developed by Cyntech Research which will allow Cyntech to have the
capability to produce hydrocarbon  petrochemical feedstock which can be sold, or
further  enhance  into  petrochemical  manufactured  products  such as methanol,
liquids (propane, butane, etc.).

It is  furthered  agreed  that all  technologies  that would  upgrade the future
plants to be built by Cyntech  shall be  licensed  to  Cyntech at no  additional
charge for plant  modifications.  Cyntech will be solely  responsible  for plant
modifications as well as engineering  modifications  that many occur if upgraded
modifications are warranted or desired by Cyntech in existing plants.

Cyntech  Research will be required to advise Cyntech that such  modifications or
upgrades are  available,  and if such  upgrades are  recommended  or required to
enhance the plant equipment  performance or flexibility,  Cyntech Research shall
supply all  engineering  specifications  and  technicians to modify any existing
plant(s). Cyntech shall be required to pay lodging, meals, and transportation to
the plant site(s) where modifications are required or recommended.

It is understood that each plant facility is a separate  entity,  and requires a
individual  license  from  Cyntech  Research  for each  location  that meets the
criteria required by Cyntech research as noted in this Agreement.

Term of License:

The term of this  exclusive  license shall be ten (10) years,  with two ten (10)
years options to renew the license agreement.

The licensing fee shall not increase at the five (5) year review and  adjustment
period by more than the posted  inflation  rate as noted in the  Consumer  Price
Index maintained and reported by the U.S.  Government on an annualized basis for
each year during the term of the license.

The effective date of the licensing  rights period shall begin when the $500,000
license fee for Phase I for the Chambers County, Texas plant facility is paid.

Cyntech  shall have one year from the date of this  agreement  to  commence  the
construction of a plant, or close construction financing, whichever comes first.

Engineering Drawings and Data Ownership:

All engineering,  technical, and proprietary data conveyed to Cyntech by Cyntech
Research  shall remain the exclusive  property in  perpetuity.  It is understood
that  Cyntech  Research  will  supply  technical  and  engineering  support  and
qualified  personnel to work with Cyntech  plant  engineers and  contractors  to
build each plant.

All  engineering  drawings  utilized  by Cyntech  shall  remain the  property of
Cyntech   Research  and  shall  be   safeguarded   under   strict   privacy  and
confidentially requirements at all times as instructed by Cyntech Research.

No third  parties  shall be  authorized  to review  or copy any  plant  drawings
without explicit written approval by senior management of Cyntech Research.

Plant Permitting:

Cyntech Research shall provide  technical and engineering  support to Cyntech in
the permitting of each plant facility to be built, and to include  attendance at
public meetings as may be required to explain the basic technology.

Cyntech  Research  shall also assist in the permitting of each plant with state,
local, and federal agencies as may be required.

It is  understood  that no  information  shall be filed or  disclosed  to state,
local, or federal officials in each plant permitting  without Cyntech Research's
senior management  written approval.  All final decisions on permits shall rests
with Cyntech Research's senior management.

Site Locations:

Cyntech  Research will assist  Cyntech is  identifying  site  locations  where a
hydrocarbon  recovery  facility  can  be  located  based  on  economic  criteria
previously established by Cyntech and Cyntech Research.

The final decision to locate any Cyntech facility is the sole responsibility and
authority of Cyntech Research.

Cyntech  Research will assist  Cyntech is developing a site  selection  criteria
format which shall be utilized in all preliminary proposed plant site locations.

Cyntech Research will also have the final authority to determine the final plant
design and which products shall be produced.

Licensing Fee(s): Initial

Prior  to  the  commencement  of  any  plant   construction  and  prior  to  any
commencement  of plant  engineering,  the following  licensing  fees shall be in
effect as follows:

(1) For  Phase I of each  plant,  a  $500,000  fee  shall be paid to  compensate
Cyntech Research in site selection,  preliminary engineering,  plant permitting,
public hearings,  meetings with government officials, and final engineering with
Cyntech's engineers and contractors.

(2) For Phase II of each  plant,  a licensing  fee of $250,000  shall be paid as
noted in item (1) above.

(3) For Phase III of each plant,  a licensing  fee of $250,000  shall be paid as
noted in item (1) above.

(4) For each  additional  Phase after Phase III, no  additional  licensing  fees
shall be required.

Licensing Fee: Plant Operational

Cyntech  shall  pay  monthly  a license  fee of 7% of gross  income  to  Cyntech
research received for each plant.

Cyntech  Research  shall  have the right to audit the  records of Cyntech at any
time during normal business hours to insure compliance with this Agreement.

In the event that errors of more than $25,000 on an annual basis of  non-payment
of license fees due is discovered and  documented,  Cyntech shall be required to
pay it Cyntech Research's auditors' fees within ninety (90) days after invoicing
by its outside auditors.

If the  license  underpayment  fees occur more than three (3) times on an annual
basis,  Cyntech  Research  shall  be  entitled  to a  penalty  of  100%  of  all
underpayments in the calendar year.

The annual  license  fee shall be  adjusted  every  five (5) years  based on The
Consumer Price Index (CPI)  maintained  and reported by the U.S.  Government for
each year the license has been in effect at each adjustment period.


It is agreed  that any  disputes in this  agreement  shall be  submitted  to the
American  Arbitration  Association and both parties agreed to accept the finding
of any arbitration proceedings with at least three panel members present.

Each party shall be responsible  for any costs  associated  with the arbitration

The non-victorious party shall be responsible for payments of all costs incurred
by the victorious party including legal fees.


For purposes of this Agreement,  the State of Illinois is the  headquarters  for
Cyntech Research for the purpose of this Agreement.

The State of Texas shall be the domicile for Cyntech.

Agreed to November 30, 1998 at Houston, Texas.

Cyntech Research & Engineering, Inc.

Max Cornelius
Vice President - Operations

Cyntech Technologies, Inc.

R. Frank Meyer

Basic Info X:

Type: Hydrocarbon Technology Licensing Agreement
Date: Nov. 10, 1999
State: Utah

Other info:


  • November 30 , 1998


  • Cyntech Research Thermal Reduction Technology
  • American Arbitration Association
  • State of Illinois
  • Cyntech Research & Engineering , Inc.
  • Operations Cyntech Technologies , Inc.


  • Frankfort
  • Illinois
  • Chambers County
  • U.S.
  • Houston
  • Texas


  • $ 500,000
  • $ 250,000
  • $ 25,000


  • Steger Road
  • Max Cornelius
  • R. Frank Meyer


  • 7 %
  • 100 %