AGREEMENT: ASSET ACQUISITION OF INTERNATIONAL WASTEWATER SYSTEMS AND ALL IP

                                UC HUB GROUP INC.


  AGREEMENT: ASSET ACQUISITION OF INTERNATIONAL WASTEWATER SYSTEMS AND ALL IP:
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     This   document   completes   our   discussions   pursuant to which UC HUB GROUP
INC.(the   "Company"),   will   acquire   the   assets,   as   listed   in   Attachment A
("Assets"),   of   International Wastewater Systems at 2020 Charlotte St, Bozeman,
MT   59718   ("IWS"),   for One Million Five Hundred Shares upon signing the formal
agreements   and   an additional equal amount (One Million Five Hundred Thousand R
144   shares) upon hitting sales benchmarks to be agreed upon by Larry Wilcox and
Claude   Smith.   Notwithstanding   this,   in   the event, the IWS subsidiary, after
acquisition,   is   sold   or   made   available   in   some   new   corporate   form, the
additional   One   Million   Five Hundred thousand Shares, will be deemed earned by
the   original   owners   of   IWS.

     The   following   are   the   material   terms   of   the   acquisition:

     1.      ACQUISITION.   Acquisition,   a   Wastewater   System   with software and
licenses   and   related Intellectual Properties organized and in business for the
past   years,   shall be   acquired with the Assets of "IWS" .   "IWS" will become a
subsidiary   of the parent company, UC Hub, Group Inc.   In addition the operating
liabilities   of   past   and   during   transition   will   not be part of any deal or
liability to UC Hub and IWS hereby represents that they do not and will not have
a   negative   burn   or   loss   during   this   transition as the full intent of this
acquisition   is   to   remain   and   build   a   positive   balance   sheet.

     2.      ASSET   PURCHASE AGREEMENT.   A detailed Asset Purchase Agreement (the
"Agreement")   will   be   prepared by our counsel which will contain the terms set
forth   herein   and other mutually acceptable and customary provisions including,
but   not   limited   to representations and warranties of each party to the other,
undertakings   of   "IWS"   as   to   the   conduct   of   its   business   prior   to   the
acquisition,   conditions   precedent to the acquisition, and required opinions of
counsel for each party.    The Agreement will be executed on the Closing Date, as
defined   in   Section   6   hereof.

     3.      REPRESENTATIONS   AND   WARRANTIES.   The   Agreement contains customary
detailed   representations and warrantie