TECHNOLOGY LICENCE AGREEMENT

 TECHNOLOGY LICENCE AGREEMENT

                                    Between

                        NORTECH FOREST TECHNOLOGIES INC.

                                      and

                            MACFARLAN SMITH LIMITED

                                 MCGRIGOR DONALD
                                   Solicitors
                                  Erskine House
                               68-73 Queen Street
                                    Edinburgh
                                     EH2 4NF

                          TECHNOLOGY LICENCE AGREEMENT

                                    Between

NORTECH FOREST TECHNOLOGIES INC., incorporated under the laws of the State of
Delaware and having its office at 7600 West 27th Street, Suite B 11, St. Louis
Park, MN 55426, USA ("the Licensor")

                                      and

MACFARLAN SMITH LIMITED, a Company incorporated in Scotland and having its
Registered Office at 10 Wheatfield Road, Edinburgh EH11 2QA, Scotland
(hereinafter referred to as "the Licensee")

WHEREAS:

(A) The Licensor is the owner of certain valuable know-how and intellectual
property rights relating to a product known as "Tree Guard". 

(B) The Licensor has agreed to grant a licence of such know-how an intellectual
property to the Licensee on the terms and conditions of this Agreement.

NOW IT IS HEREBY MUTUALLY AGREED as follows:

1        DEFINITIONS

1.1      In this Agreement the following terms shall unless the context
         otherwise requires have the following meanings:

"Commencement Date"
shall mean the last date of execution of this Agreement;

"First Sale Date"
shall mean the date the Licensee first places a Product on the market within
that part of the Territory comprising the European Union from time to time;

"Force Majeure"
shall mean in relation to either party any circumstances beyond the reasonable
control of the party, including, without limitation to the generality of the
foregoing, any industrial action including strike, lock-out or boycott (except
of that party's workforce) national emergency, war or prohibitive government
regulations, act of God, flood, fire, earthquake or natural disaster, imposition
of judgement order, sanction or embargo;

"Intellectual Property Rights"
shall mean the Know-How and the copyright, design rights and all other
intellectual property rights of any nature in the Know-How and/or the Products;

"Improvements"
shall mean all improvements or modifications or adaptations to any part of the
Intellectual Property Rights which may be made or acquired by either party
during the continuance of this Agreement;

" Know-How "
shall mean specifications, procedures, processes, manuals, instructions, quality
control procedures, physical and chemical properties, formulae, methods of
synthesis, analyses, environmental control information, regulatory control
information and all other technical data or information whatsoever relating to
or used in connection with the formulation, specification or manufacture of the
 Products or relating to research into the Products or obtaining approval for
the Products that is in the possession or control of the Licensor including,
without prejudice to the generality of the foregoing, the information and
documentation set out in part 1 of the Schedule;

'Licensee's Premises"
shall mean the premises of the Licensee in Edinburgh;

the Lump Sum Payment
shall mean the sum of USD150,000 payable pursuant to Clause 4. 1;

"Net Sales Income"
shall mean the invoiced ex-works price for the sale of the Products less:

         (a) normal trade discounts and commissions actually granted other than
discounts for prompt payment;

         (b) the costs of packaging, excluding the original containers for the
Product, insurance, carriage and freight; and

         (c) sales taxes, but excluding taxes on profits or any other government
or statutory taxes or levies imposed upon such sales;

"Product"
shall mean the range of Products manufactured and sold by the Licensee at the
Commencement Date under the name "Tree Guard" a general description of which
products is set out in part II of the Schedule;

"Quarter"
shall mean each successive period of 3 months with the first Quarter commencing
on the First Sale Date;

"Restricted Information"
shall mean, in respect of information to be held confidential by the Licensee
pursuant to Clause 10, the Know How and any other technical documentation or
information relating to the Product and any information relating to the
Licensor's business disclosed by the Licensor to the Licensee or acquired by the
Licensee pursuant to or in connection with this Agreement and in respect to
information to be kept confidential by the Licensor pursuant to Clause 1 O, any
information relating to the Licensee's finances, customers, potential customers,
products, prices or otherwise relating to its business and any other information
disclosed by the Licensee to the Licensor or acquired by the Licensor pursuant
to this Agreement;

"Royalties"
shall mean the royalties payable by the Licensee to the Licensor pursuant to
Clause 5.2;

" Services"
shall mean the services to be provided by the Licensor to the Licensee pursuant
to Clause 3.2;

"Sub-Licensee"
shall mean a third party to whom the Licensee has sub-licenced the rights
granted to it hereunder pursuant to Clause 14 but shall not include, for the
avoidance of doubt, a third party to whom only rights to manufacture the Product
on behalf of the Licensee as a sub-contractor are given;

"the Territory"
shall mean the European Union as constituted at the Commencement Date together
with norway, Finland, Switzerland, Poland, Slovakia, Romania, Albania, the
Ukraine, Latvia, Lithuania, Estonia, the Czech Republic, the Russian Federation,
Hungary, Bulgaria, Liechtenstein and Andorra;

"the Trade Mark"
shall mean the name "Tree Guard";

"USD"
shall mean US dollars.

1.2      Any reference to a Clause or Schedule is a reference to a clause of or
         schedule to this Agreement.

1.3      Words importing the singular shall include the plural and vice versa.

1.4      Headings to clauses are inserted for convenience only and shall not
         affect the interpretation of any clause.

2        GRANT OF LICENCE

2.1      Subject to Clauses 2.4 and 2.5, the Licensor hereby grants to the
         Licensee an exclusive licence to use the Intellectual Property Rights
         to manufacture, use, distribute and sell the Products under the Trade
         Mark in the Territory subject to and on the terms and conditions
         contained in this Agreement.

2.2      Subject to Clause 2.4, the Licensor agrees that it will not exploit the
         Intellectual Property Rights or the Trade Mark in the Territory and
         that it will not licence any third party to exploit the Intellectual
         Property or the Trade Mark in the Territory.

2.3      Subject to Clauses 2.4 and 2.5, the Licensee agrees:

         2.3.1    not to manufacture the Products using the Intellectual
                  Property Rights except in the Territory; 

         2.3.2    not to pursue an active policy of putting the Products on the
                  market, outside the Territory; and

         2.3.3    not to put the Products on the market outwith the Territory in
                  response to unsolicited orders from outwith the Territory.

2.4      The Licensor's obligations under Clause 2.2 and the Licensee's
         obligations under Clauses 2.3.1 and 2.3.2 shall remain in force until
         the date 10 years from the First Sale Date or until the Know-How ceases
         to be secret, whichever is earlier. Thereafter the Licensor and the
         Licensee respectively shall no longer be bound by the said provisions
         which shall not be enforceable.

2.5      The Licensee's obligations under Clause 2.3.3 shall remain in force
         until the date 5 years from the First Sale Date or until the Know-How
         ceases to be secret, whichever is earlier. Thereafter, the Licensee
         shall no longer be bound by the said provisions which shall not be
         enforceable.

2.6      At the request of the Licensee, the parties shall meet to discuss, in
         good faith, an extension of the Licensee's rights under this Agreement
         to countries outwith the Territory. The Licensee shall only be entitled
         to such extension with the Licensor's prior written consent. On
         reaching agreement pursuant to this clause on such extension to any
         country or territory, that country or territory shall be deemed to be
         part of the "Territory" for the purposes of this Agreement.

3        KNOW-HOW AND TECHNICAL SUPPORT

3.1      Within 7 days of signature of this Agreement, the Licensor will supply
         the Licensee with the Know-How.

3.2      The Licensor shall provide such technical assistance to the Licensee as
         the Licensee shall reasonably require to enable the Licensee to
         familiarise itself with and understand the application of the Know-How,
         to use the Know-How to manufacture the Product and to seek registration
         of the Product. Such technical assistance shall comprise:-

         3.2.1    telephone consultations with competent staff of the Licensor
                  to deal with questions raised by the Licensee, its employees
                  and any sub-licensees and sub-contractors regarding the
                  Know-How including resolution of problems regarding the
                  application and use of Know-How and registration of the
                  Product; and

         3.2.2    on-site assistance from the Licensor's technical staff at the
                  Licensee's Premises to train the Licensee's staff in the use
                  of the Know-How, at times to be requested by the Licensee and
                  agreed between the parties.

3.3      The technical assistance to be provided in accordance with Clause 3.2
         shall be provided by the Licensor's staff who are competent in and
         familiar with the Know-How. The Licensor shall make no charge to the
         Licensee for such technical assistance and shall bear all costs
         connected therewith except for reasonable travelling and accommodation
         costs for the Licensor's staff visiting the Licensee's Premises which
         shall be borne by the Licensee, providing that the Licensee makes the
         arrangements for such travelling and accommodation and pays for such
         travelling and accommodation directly.

4        REGISTRATION

4.1      The Licensee shall use its reasonable endeavours to seek regulatory
         approval for commercialisation of the Product in each country in the
         Territory.

4.2      The Licensee shall be responsible at its sole cost and expense for
         making applications to the appropriate bodies for such regulatory
         approval in accordance with Clause 4. 1, carrying out any trials or
         experiments required and for all other work involved in making such
         applications, and seeking registration, provided that the Licensor
         shall give the Licensee all reasonable assistance when requested by the
         Licensee, at the Licensee's cost.

4.3      Unless the Licensee has obtained regulatory approval for
         commercialisation of the Product in at least one country in the
         Territory within 5 years from the Commencement Date:

         4.3.1    subject to Clause 4.3.2 the Licensor shall be entitled to
                  terminate this Agreement pursuant to Clause 15.2;

         4.3.2    the Licensor shall not be entitled to terminate this Agreement
                  at the end of the said 5 years if the Licensee has applied for
                  regulatory approval within the said 5 years but has not
                  obtained approval because of delays caused by the appropriate
                  regulatory bodies or their requirements or similar matters
                  outwith the control of the Licensee. In such event the said 5
                  years shall be extended by the period of time attributable to
                  such delays.

PAYMENTS

5.1      In consideration, of the grant of the licence pursuant to clause 2.1,
         the Licensee shall pay the Lump Sum Payment to the Licensor promptly
         and within 14 days of receipt of the Know-How pursuant to Clause 3.1.

5.2      The Licensee shall pay to the Licensor, in addition to the Lump Sum
         Payment and in consideration of the grant of the licence and the
         provision of the Services by the Licensor, as royalties:

         5.2.1    Subject to Clauses 5.3 and 5.4, 7% of the net Sales Income on
                  sales of the Product by the Licensee; and

         5.2.2    7% of the net Sales Income on sales of the Product by
                  Sub-Licensees.

5.3      no royalties shall be payable by the Licensee on sales or disposals of
         Product by the Licensee where these Products were purchased by the
         Licensee from the Licensor.

5.4      Royalties payable pursuant to Clause 5.2 shall be payable for 10 years
         from the First Sale Date provided that if during that 10 year period
         the Know-How ceases to be secret through no fault on the part of the
         Licensee and as a result the sale price of the Products falls, the
         Licensee shall be entitled to request a reduction in the royalty rate
         payable and the parties shall negotiate a reduced royalty rate which is
         reasonable in light of the reduced sale price.

5.5      Royalties due by the Licensee to the Licensor shall be paid in Sterling
         within 60 days of the end of each Quarter in respect of sums received
         by the Licensee as net Sales Income from sales by it or from its
         Sub-Licensees as net Sales Income from sales by them in the preceding
         Quarter. The payment of Royalties will be accompanied by the
         documentation set out in Clause 6 hereof. Where Products are sold in
         currency other than Sterling, the rate of exchange to be used for
         converting such other currency into pounds Sterling for the purposes of
         calculating Royalties and shall be the rate of exchange set out in the
         London Financial Times on the last working day of the Quarter for which
         the relevant Royalties are to be paid.

5.6      If any sum due by the Licensee is not paid within the time limit set
         out in Clause 5.5, interest shall be payable from the last date for
         payment until actual payment (both before and after judgement) at a
         rate of 2% per cent per annum above the base rate of the Royal Bank of
         Scotland plc from time to time together with all expenses including
         legal fees which the Licensor may incur in recovering the sum
         outstanding.

5.7      All sums due under this Agreement shall be made in full after deduction
         of taxes, charges and other duties that may be imposed provided that
         the parties agree to operate in all respects necessary to take
         advantage of such double taxation agreements as may be available.

6        KEEPING OF RECORDS AND RENDERING ACCOUNTS

6.1      The Licensee shall keep true and accurate records and books of account
         containing all data necessary for the calculation of the Royalties.
         Such records and books of account shall be retained by the Licensee for
         one year from the end of the period to which they relate.

6.2      The Licensee shall prepare a statement in respect of each Quarter which
         shall show for the period in question the total net Sales Income for
         the Products sold by it and by any Sub-Licensees together with details
         of all sales of the Products and the Royalties due to the Licensor.
         Such statement shall be submitted to the Licensor within thirty (30)
         days of the end of the Quarter to which it relates. If the Licensor
         shall give notice to the Licencee within thirty (30) days of the
         receipt of such statement that it does not accept the statement, it
         shall be certified by an independent accountant appointed by agreement
         between the parties or, in default of agreement within fourteen (14)
         days, by the President for the time being of the Institute of Chartered
         Accountants of Scotland. In the event that such certification shows
         that there is a material error in the original statement, the Licensee
         shall bear the cost of such certification. In all other circumstances
         the costs of such certification shall be borne by the Licensor. Within
         14 days of receipt of such certification, the parties shall make such
         payments to each other (if any) as may be required so that the Licensee
         has paid to the Licensor in the Quarter covered by such certification,
         the royalties payable as set out in such certification.

6.3      On giving reasonable notice to the Licensee, the Licensor shall have
         the right to appoint independent auditors to inspect and make copies of
         all the Licensee's records and books of account relating to sales of
         the Product by it and by Sub-Licensees to verify royalty calculations
         and payments and the Licensee shall co-operate fully to enable such
         inspection to proceed. In the event that any such inspection
         establishes that the Licensee has not complied with its obligations
         under this clause in a material respect then the cost of the inspection
         will be met by the Licensee. In all other circumstances such costs
         shall be met by the Licensor.

6.4      The terms of this clause shall remain in force (notwithstanding
         Agreement) until settlement of all claims.

7        PERFORMANCE

         Once it has obtained necessary regulatory approval pursuant to Clause
         4, the Licensee undertakes to use all reasonable endeavours to sell and
         increase sales of the Products in those parts of the Territory where it
         has obtained such approvals.

8        TRADE MARKS and PATENTS

8.1      During the continuance of this Agreement, the Licensee shall be
         entitled to use the Trade Mark or such other mark or name as it shall
         in its sole discretion determine in connection with the sale of the
         Products in the Territory. The Licensee shall be entitled to seek
         registration of the Trade Mark or such othermark or name as referred to
         under paragraph 8.1 with all relevant Trade Mark Registries throughout
         the Territory in its own name and at its own cost and expense.

8.3      The Licensee shall be entitled, at its own expense to seek patent
         protection and make patent applications in respect of the Know-How or
         any part thereof in the Territory or part thereof. The Licensor shall,
         if requested by the Licensee, allow the Licensee to use its name in
         connection with such patent applications and shall when requested by
         the Licensee, sign all such documents and do all such things as may be
         necessary to fully vest ownership of the patent applications or patents
         granted pursuant thereto, in the Licensee. The Licensor shall have no
         rights to the said patent applications or patents. The Licensor shall
         lend such assistance to the Licensee as the Licensee may reasonably
         request from time to time and at the Licensee's expense, in making or
         pursuing such patent applications and in seeking the grant of such
         patents.

9        IMPROVEMENTS

9.1      If during the term of this Agreement the Licensor or the Licensee
         develops an Improvement then it shall forthwith notify the other in
         writing of the Improvement and shall disclose all necessary information
         to permit exploitation of the Improvement pursuant to this Agreement.

9.2      Any Improvement developed by the Licensor shall become the absolute
         property of the Licensor, the Improvement shall become part of the
         Intellectual Property Rights and the Licensee shall be granted a
         licence of the Improvement on the terms of this Agreement.

9.3      Any Improvement developed by the Licensee shall become the absolute
         property of the Licensee provided that the Licensee grants to the
         Licensor a royalty free non-exclusive licence to use such Improvement
         in respect of the Products.

10       CONFIDENTIALITY

10.1     Each party shall at all times only use the Restricted Information of
         the other for the purposes of furfilling its obligations pursuant to
         this Agreement and shall keep the Restricted Information of the other
         confidential and shall not disclose it to any person other than
         employees (or in the case of the Licensee, subject to clause 14, to
         SubLicensees) who may require it to enable it to exercise its rights
         and obligations under this Agreement. Each party shall ensure that any
         such employees shall have, before disclosure, entered into a
         confidentiality undertaking with it in terms no less onerous than that
         set out in this Agreement.

10.2     Any Restricted Information will no longer be subject to the
         confidentiality obligation under this clause to the extent only that:

         10.2.1   it is at the date of this Agreement, or hereafter becomes,
                  public knowledge through no fault of the receiving party; or

         10.2.2   it can be shown by the receiving party, to the reasonable
                  satisfaction of the disclosing party, to have been known to it
                  prior to its being disclosed; or

         10.2.3   is subsequently disclosed to the receiving party without
                  obligation of confidence by a third party owing no such
                  obligations in respect thereof.

         10.2.4   a party is required by law or for regulatory purposes to
                  disclose such Restricted Information.

11       OWNERSHIP OF INTELLECTUAL PROPERTY AND WARRANTIES

11.1     The Licensor warrants to the Licensee that:

         11.1.1   it is the owner of the Intellectual Property Rights and has
                  full right and title to grant the licences granted to the
                  Licensee pursuant to this Agreement;

         11.1.2   subject to the information disclosed in Part III of the
                  Schedule, it has not granted any licences or rights to call
                  for licences or charges or securities over the Intellectual
                  Property Rights or the Trade Mark, it has not entered into any
                  other agreements or arrangements which would prevent it
                  entering into or performing its obligations pursuant to this
                  Agreement and it has obtained written consent to its entering
                  into this Agreement from all third parties from whom it is
                  legally obliged (by contract, statute or otherwise) to obtain
                  such consent;

         11.1.3   it has maintained and will maintain the Know-How (except to
                  the extent that it is already in the public domain or comes
                  into the public domain without its fault) as secret and
                  confidential at all times and has not disclosed and will not
                  disclose the Know-How to any third party except under normal
                  secrecy obligations or for regulatory purposes;

         11.1.4   to the best of its knowledge and belief, having made due
                  enquiiy, the use by the Licensee of the Intellectual Property
                  Rights and the Trade Mark in accordance with the terms of this
                  licence will not infringe any third party intellectual
                  property rights;

         11.1.5   it has received, as at the Commencement Date, no notice of any
                  claims by any third party that the Intellectual Property
                  Rights or the Trade Mark are infringing or may be infringing
                  that third party's rights;

         11.1.6   it has received, as at the Commencement Date, no notification
                  of any challenge to the Trade Mark in countries in which it is
                  registered and not aware of any reason why the Trade Mark may
                  be challenged in such countries; and

         11.1.7   the Know-How will be sufficient to enable the Licensee to
                  manufacture the Products.

         The Licensor shall indemnify and keep indemnified the Licensee against
         any claims, losses, costs, damages and/or expenses (including legal
         expenses) made against or incurred by the Licensee as a result of any
         breach by the Licensor of the warranties set out in this Clause 1 1.

12       LIABILITY AND INDEMNITY

12.1     The Licensor makes no warranty in respect of the fitness for purpose of
         the Products to be manufactured using the Intellectua1 Property Rights.
         All conditions, warranties, terms and undertakings express or implied,
         statutory or otherwise in respect of the Products are hereby excluded.

12.2     The Licensor shall have no liability to the Licensee or any third party
         in respect of any claim regarding the Products.

12.3     The Licensee shall be exclusively responsible for all Products
         manufactured, distributed or sold by it and all use of the Products and
         the Licensee hereby undertakes and agrees to be solely responsible at
         its own cost and expense for dealing with and for any liability arising
         from any contractual, delictual, tortious or other claims or
         proceedings concerning the Products, their manufacture, distribution,
         sale, supply or use and, in particular, product liability claims or
         proceedings save where any defect has arisen due to the Licensor's
         negligence and has resulted in death or personal iniury.

12.4     The obligations of the Licensee under this Clause shall survive the
         termination of this Agreement for whatever reason.

13       INTELLECTUAL PROPERTY - MAINTENANCE, RENEWAL AND PROCEEDINGS

13.1     If during the continuance of this Agreement, either party receives any
         notice, claim or proceedings from any third party alleging infringement
         of that third party's intellectual property rights by use of the
         Intellectual Property Rights or the Trade Mark pursuant to this
         Agreement in the Territory, it shall forthwith notify the other party
         giving details of the notice, claim or proceeding. If such notice,
         claim or proceeding is made against the Licensee, the Licensee shall
         make no admission of liability and shall give the Licensor the conduct
         of the defence of such notice claim or proceeding. The Licensor shall
         deal with such notice, claim or proceedings at its sole cost and
         expense, provided that it shall seek and act in accordance with legal
         advice in the jurisdiction in which the claim is made. No Royalties
         shall be payable BY THE LICENSEE DURING ANY period when it is prevented
         by law from using the Intellectual Property Rights or the Trade Mark
         pursuant to this Agreement as a result of such notice, claim or
         proceedings or the settlement or resolution of such. The Licensee shall
         when requested by the Licensor give reasonable assistance to the
         Licensor in connection with such notice, claim or proceedings at the
         Licensor's expense.

13.2     If during the continuance of this Agreement, either party becomes aware
         that a third party is infringing the Intellectual Property Rights in
         the Territory, it shall advise the other. The Licensor shall seek legal
         advice on action which can be taken to prevent such infringement.

         13.2.1   If such legal advice confirms that legal action can be taken
                  and is likely to be successfull, the Licensor shall take such
                  action 21 days from receipt of such legal advice at its own
                  expense. If it fails to do so, the Licensee may take such
                  action and provided it acts in accordance with legal advice,
                  the Licensor shall indemnify the Licensee in respect of costs
                  and expenses incurred in such action and any damages recovered
                  shall be shared in an equitable manner. Except as provided in
                  this clause, the Licensee shall have no rights to take action
                  in respect of such infringement.

         13.2.2   If such legal advice confirms that legal action cannot be
                  taken or is unlikely to be successful, the Licensor shall have
                  no obligation to raise proceedings against the alleged
                  infringer.

14       ASSIGNATION, SUBCONTRACTING AND SUBLICENSING

14.1     neither party shall be entitled to assign, charge or transfer the
         rights acquired pursuant to this Agreement without the prior written
         agreement of the other party, provided that:

         14.1.1   the Licensee shall be entitled to sub-contract the manufacture
                  of the Products on giving notification to the Licensor of the
                  identity of the contractor; and

         14.1.2   the Licensee shall be entitled to sub-licence all the rights
                  licensed but hereunder provided that it obtains the prior
                  consent of the Licensor to sub-licence which consent shall not
                  be unreasonably withheld or delay provided the sub-licensee is
                  bound by obligations similar to and no less onerous than those
                  undertaken by the Licensee to the Licensor hereun. The
                  Licensee shall provide a copy of any proposed sub-licence to
                  the Licensor. Unless the Licensor indicates to the contrary
                  within 21 days of receipt of such licence, it shall be deemed
                  to have consented thereto.

         14.1.3   Any sub-contract or sub-licence granted pursuant to this
                  Clause shall terminate automatically on termination of this
                  Agreement.

15       TERMINATION

15.1     This Agreement may be terminated by either party forthwith by notice in
         writing in the event of the other party:

         15.1.1   committing a material breach of this Agreement which in the
                  case of breach which is capable of remedy shall not have been
                  remedied within 60 days of the receipt of a notice from the
                  other party identifiing the breach and requiring its remedy.

         15.1.2   filing under Chapters 7 of the US bankruptcy laws or otherwise
                  entering into compulsory or voluntary liquidation or
                  compounding with or convening a meeting of its creditors or
                  having a receiver, administrator or administrative receiver
                  appointed over all or any substantial part of its assets or
                  taking or suffering any similar action in consequence of a
                  debt in any part of the world, or ceasing for any reason to
                  carry on business.

15.2     This Agreement may be terminated by the Licensor forthwith by notice in
         writing in the circumstances set out in Clause 4.3, provided it has
         given the Licensee 30 days notice of its intention to do so.

16       CONSEQUENCES OF TERMINATION

16.1     Upon termination of this Agreement:

         16.1.1   the Licensee shall remain due to pay to the Licensor any sums
                  which have accrued, or which subsequently accrue, due
                  hereunder and shall not be entitled to reimbursement of any
                  such sums paid or any proportions thereof;

         16.1.2   subject to payment of Royalties, the Licensee shall continue
                  to have the right for a period of three months from the date
                  of termination to perform contracts for the supply of Products
                  entered into before that date;

         16.1.3   subject to payment of Roya1ties, the Licensee shall continue
                  to have the right for a period of three months from the date
                  of termination to perform contracts for the supply of Products
                  entered into before that date, subject to Clause 16.1.2 and
                  Clauses and 16.5, any rights accruing to the Licensee and to
                  the Licensor in terms of this Agreement shall lapse forthwith;

         16.1.4   except if Clauses 16.5 apply, the Licensee shall forthwith
                  return to the Licensor or dispose of as the Licensor may
                  require, the Know-How and all other documents, papers and
                  other materials whatsoever in its custody) or control relating
                  to the Products or the manufacture, marketing or sale thereof
                  acquired by the Licensee in the course of this Agreement;

16.2     For the avoidance of doubt, upon termination of this Agreement by the
         Licensor pursuant to Clause 1 5.2, the Licensor shall have no right
         whatsoever to make any claim against the Licensee for damages,
         compensation or otherwise.

16.3     On termination of this Agreement by the Licensor pursuant to Clause
         15.1 the Licensor shall be entitled to require the Licensee by service
         of notice on the Licensee within 7 days of the date of termination to
         transfer to the Licensor any trade mark registrations the Licensee has
         obtained for the Trade Mark for consideration equivalent to the value
         of the registered trade marks as determined by an independent valuer
         agreed by the parties together with the costs actually incurred by the
         Licensee in obtaining the registrations.

16.4     On termination of this Agreement by the Licensee pursuant to Clause
         15.1.1, the Licensor shall give and shall procure that any liquidator,
         administrator, receiver or other similar official acting for or on
         behalf of the Licensor shall give the Licensee first right of refusal
         to obtain a worldwide licence to use the Intellectual Property Rights
         to manufacture, market, distribute, use or sell the Products under the
         Trade Mark in exchange for a reasonable royalty or other consideration,
         taking into account sums already paid by the Licensee to the Licensor
         prior to the date of termination, as may be agreed.

16.5     Such Clauses as are capable of continuing in effect following
         termination of th Agreement shall continue in force in accordance with
         their respective terms.

16.6     Subject as otherwise provided and to any rights and obligations which
         have accrued prior to termination, neither party shall have any further
         obligations to the other under this Agreement.

17       FORCE MAJEURE

17.1     If either party is affected by an event of Force Majeure it shall
         forthwith notify the other party in writing of the nature and extent of
         such event.

17.2     neither party shall be deemed to be in breach of this Agreement, or
         otherwise be liable to the other, by reason of any delay in
         performance, or non-performance, of any of its obligations hereunder to
         the extent that such delay or non-performance is due to any event of
         Force Majeure and the time for performance of that obligation shall be
         extended accordingly provided that that party has notified the other
         party and has used and continues to use reasonable endeavours to bring
         the event of Force Majeure to an end and/or to minimise its effect.

17.3     notwithstanding the terms of Clause 1 7.2, if an event of Force Majeure
         shall continue for a period of 3 months or more the party which is not
         affected by the event of Force Majeure shall be entitled to terminate
         this Agreement on service of 3 months written notice upon the other
         party without penalty.

18       ILLEGALITY

In the event that any provision or term of this Agreement shall become or be
declared illegal, invalid or unenforceable for any reason whatsoever including
without limitation by reason of the provisions of any legislation or laws or by
reason of any decision of any Court or other body or authority having
jurisdiction over the party, such terms or provisions shall be divisible from
this Agreement and shall be deemed to be deleted from this Agreement in the
jurisdiction in question.

19       ENTIRE AGREEMENT/AMENDMENT/WAIVER

19.1     This Agreement embodies the entire Agreement and understanding of the
         parties and supersedes all prior oral or written agreements,
         understandings or arrangements relating to the subject matter of this
         Agreement. neither party shall be entitled to rely on any agreement,
         understanding or arrangement which is not expressly set forth in this
         Agreement and each party expressly excludes any liability therefor.

19.2     This Agreement shall not be amended, modified, varied or supplemented
         except in writing signed by the duly authorised representatives of the
         parties.

19.3     No failure or delay on the part of either party hereto to exercise any
         right or remedy under this Agreement shall be construed or operated as
         a waiver thereof nor shall any single or partial exercise of any right
         or remedy under this Agreement preclude the exercise of any other right
         or remedy or the further exercise of such right or remedy as the case
         may be.

20       PROPER LAW

         A1l matters pertaining to the validity, construction and performance of
         this Agreement shall be governed in accordance with the law of Scotland
         and both parties agree to submit to the exclusive jurisdiction of the
         Scottish courts.

21       NOTICES

         Any notice required to be given under this Agreement shall be deemed to
         be given if it is in writing and sent by facsimile or by registered
         mail in an envelope, in either case addressed to the party to whom it
         is being given, to its facsimile or to its address as shown below or to
         such other facsimile or address duly notified to the other party.

If given to the Licensor to:

          Nortech Forest Products Inc.
          7600 West 27th Street 
          Suite B11 
          St. Louis Park, MN 55426 
          USA

For the attention of:  Tom de Petra, C.E.O.

Facsimile number:  001 612 922 3865

If given to the Licensee, to:

          MACFARLAN SMITH LIMITED
          Wheatfie1d Road
          Edinburgh EH11 2QA

Facsimile number: 0131 337 9813

For the attention of:  The Managing Director

All notices shall be deemed to have been received, if given by facsimile on the
day of despatch provided that a confirmation of facsimile is available and, if
given by mail, two (2) days after despatch.

IN WITNESS WHEREOF these presents and the preceding 21 pages together with the
Schedule in 3 parts hereto have been executed as follows:

SUBSCRIBED on behalf of
MACFARLAN SMITH LIMITED at
on
by
and

SUBSCRIBED on behalf of NORTECH FOREST TECHNOLOGIES INC.
On
by
and

                                    SCHEDULE

                                     PART 1

                                    KNOW HOW

 1.  Details of the formulation of the Product.

 2.  Details of the manufacturing process for the Product.

 3.  Details of the ingredients of the Product, including their specification
     and their supphers.

 4.  All stability information.

 5.  Details of in-process tests.

 6.  Details of all validated assay procedures.

 7.  Details of analytical reference standards.

 8.  Copies of all regulatory packages submitted anywhere in the world relating
     to the Products.

 9.  Details of all experimental protocols relating to the Products and data and
     reports on those experiments (except if any such data or reports were
     produced by the Licensee).

10.  Copies of all correspondence with the regulatory authorities throughout the
     world relating to registration of the Product.

                                    SCHEDULE

                                    PART II

                                  THE PRODUCT

The Product "Tree Guard" is the product with EPA Registration number 66676-1 and
is more particularly described in that EPA Registration. In general terms, it is
a premixed, ready to use animal repellant that sprays on milky and clear dries
and contains Bitrex as the active ingredient.

                                    SCHEDULE

                                    PART III

                                  DISCLOSURES 

Basic Info X:

Name: TECHNOLOGY LICENCE AGREEMENT
Type: Technology Licence Agreement
Date: April 7, 1997
Company: NORTECH FOREST TECHNOLOGIES INC
State: Delaware

Other info:

Date:

  • end of the said 5 years
  • Sterling within 60 days of the end of each Quarter
  • last working day of the Quarter
  • thirty 30 days of the end of the Quarter

Organization:

  • MACFARLAN SMITH LIMITED MCGRIGOR DONALD Solicitors Erskine House 68-73 Queen Street Edinburgh EH2
  • State of Delaware
  • First Sale Date
  • Royal Bank of Scotland plc
  • Institute of Chartered Accountants
  • Intellectual Property Rights
  • Nortech Forest Products Inc.
  • NORTECH FOREST TECHNOLOGIES INC.

Location:

  • European Union
  • norway
  • Finland
  • Switzerland
  • Poland
  • Slovakia
  • Romania
  • Albania
  • Ukraine
  • Latvia
  • Lithuania
  • Estonia
  • Czech Republic
  • Hungary
  • Bulgaria
  • Liechtenstein
  • Andorra
  • London
  • US
  • Scotland
  • St. Louis Park
  • Edinburgh

Money:

  • US dollars

Person:

  • Tom de Petra
  • MACFARLAN SMITH

Percent:

  • 7 %
  • 2 %