THIS LICENSING AGREEMENT IS MADE EFFECTIVE MARCH 21, 2000 BY AND BETWEEN PETROLEUM METALLURGIC CORPORATION C.A. (PEMECO)

Registered in Carcas, Republica de Venezuela dated represented for this agreement by Dr. MARCELINO BARQUIN M-, Venezuelan, I.D. No. 928.916, with offices in Av. Orinoco, Edf. Lloyd's Urb. Las Mercedes, Caracas, 1060 Veneuela and

MAG WELL Inc., a Texas USA Corporation Represented for this agreement by Mr. WILLIAM DILLARD, with offices 122E Wisconsin Ediburg TX USA 78539.

1. Mag-Well will agree to give PEMECO an exclusive manufacturing and sales agreement for all of Mexico and Latin America for an initial term of five years.
2. Mag-Well will supply PEMECO total or partially completed units for 2 3/8 inch, 2 7/8 inch, and 3 1/2 inch Mag-Well full bore tubing MFC. PEMECO will finish manufacturing the MFC's (see enclosed diagram) This will consist of threading the rubbing with proper thread types to match the applications and easing the outside of the MFC according to Mag-Well specifications. It is estimated the cost to PEMECO will be between $ 3,000 - $5,000 per tool.
3. Mag-Well will sell the unfurnished tool to PEMECO for 50% of Mag-Well's retail price (see enclosed diagram for prices). PEMECO will finish the Mag-Well tool in Venezuela and resale under the PEMECO label at PEMECO's retail price.
4. Mag-Well will provide a full-time, on-site Petroleum Engineer, Hector Partidas, at Mag-Well's expense to help in all areas with engineering and application of the technology.
5. Mag-Well agrees to support sales in Mexico and Latin America in the form of technical papers, oil shows, seminars, and work shops to expedite and endorse the distribution of Mag-Well products. Mag-Well agrees to make best efforts to help sell and distribution of Mag-Well products. Mag-Well agrees to make best efforts to help sell and distribute PEMECO pipe and tubing worldwide as part of a reciprocal agreement. Mag-Well also anticipates the expansion of this manufacturing agreement to include its industrial water treatment tools an diesel fuel equipment.

/s/Dr. MARCELINO BARQUIN

Consultant Director