LICENSING AGREEMENT FOR PNEUMATIC HAND TOOL EXHAUST MUFFLER Robert E. Sterling hereby grants an exclusive license to Exhaust Technologies, Inc. to manufacture, develop and market the Pneumatic Hand Tool Exhaust Muffler (Patent #08/999,588) in the...

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EXHIBIT 10.2

                      LICENSING AGREEMENT
                              FOR
              PNEUMATIC HAND TOOL EXHAUST MUFFLER

Xxxxxx X. Xxxxxxxx hereby grants an exclusive license to Exhaust
Technologies, Inc. to manufacture, develop and market the
Pneumatic Hand Tool Exhaust Muffler (Patent #08/999,588) in the
United States as long as Exhaust Technologies, Inc. is in
compliance with the following conditions:

     1.   Exhaust Technologies, Inc. generates sales of the
          Pneumatic Hand Tool Exhaust Muffler of $-0- in 1999,
          $500,000 in 2000 and $1,000,000 for all years
          thereafter.

     2.   Exhaust Technologies, Inc. has not filed bankruptcy nor
          has been declared a bankrupt.

     3.   Exhaust Technologies, Inc. has not been acquired nor
          merged into another company.  If there is a merger or
          sale of the Company, Sterlings must approve a license
          transfer.

In consideration for granting this exclusive license, Xxxxxx X.
Xxxxxxxx will receive 3,350,000 shares of Exhaust Technologies,
Inc. common stock.

                              /s/ Xxxxxx X. Xxxxxxxx
                              Exhaust Technologies, Inc.
                              President

                              /s/ Xxxxxx X. Xxxxxxxx
                              Xxxxxx X. Xxxxxxxx