Strategic Alliance Agreement

EXHIBIT 10.2


STRATEGIC ALLIANCE AGREEMENT
BETWEEN
MONSANTO ENVIRO-CHEM SYSTEM, INC.
AND
CRAWFORD EQUIPMENT & ENGINEERING CO., INC.


The following is a list of general terms, conditions, and understandings pursuant to which Monsanto Enviro-Chem Systems, Inc. (MEC) and Crawford Equipment & Engineering Co, Inc. (CEE) will work together to sell, design, build, and install VOC control equipment where it is mutually beneficial and advantageous to do so.


1. The intent of this agreement is to build and maintain a strong relationship between MEC and CEE.


It is MEC's goal to:


A. Minimize engineering and fabrication costs through the utilization of
CEE's optimized engineering and/or fabrication techniques, where
appropriate.


B. Offer CEE products and technologies to its customers under the MEC name.


It is CEE's goal to:


A. Be the supplier of CEE VOC systems to MEC customers and utilize


MEC's sales network to increase sales of these systems.


B. Become the fabricator of MEC DynaCycle Skidded Systems and other
equipment and systems as deemed appropriate by both parties.


In general terms, MEC and CEE agree to cooperate and promote:


A. New and expanded market penetration.


B. Competitive pricing


C. Better engineering designs, and


D. Technology improvements


The spirit of this alliance is to be an open, communicating, professional partnership designed to promote mutual growth, success, and profitability.


2. Products covered by this agreement shall include the following:


A. CEE Recuperative Thermal Oxidation Systems


B. CEE Thermal Oxidation Systems
C. CEE Fabricated Products (ducting, valves stacks, miscellaneous steel)


D. MEC Regenerative Catalytic Oxidation Systems (DynaCycle)


3. This Agreement is in place for both the domestic (U.S.) markets and Ex-U.S. markets.
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