EXCLUSIVE LICENSE AND DISTRIBUTION AGREEMENT

EXCLUSIVE

LICENSE AND DISTRIBUTION AGREEMENT

This EXCLUSIVE LICENSE AND DISTRIBUTION AGREEMENT (this "Agreement") is made and entered into this 20 ^th day of June, 2007, by and between:

I.E.T., INC.

a Nevada corporation with its principal place of business at 4235 Commerce St., Little River, SC 29566 (hereinafter referred to as "IET"),

and

BENCHMARK ENERGY PRODUCTS, L.P.

a Texas limited partnership with its principal place of business at 2801 Post Oak Blvd., Suite 400, Houston, Texas 77056 (hereinafter referred to as "Benchmark").

RECITALS

IET is the manufacturer of electro-chemical activation ("ECA") equipment which it markets and sells under its EcaFlo® trademark, as well as the environmentally-friendly solutions produced by that equipment-anolyte (a broad-spectrum, non-hazardous, neutral pH natural germicidal agent) and catholyte (an anti-oxidizing, mildly alkaline solution useful as a degreaser or detergent).

Benchmark and its affiliated companies are manufacturers and suppliers of, among other things, specialty chemicals, compounds and additives developed for industrial and oilfield applications, including, but not limited to, cross-linkers, polymers, polymer slurries, and other additives for oil and gas well drilling, completion, and stimulation fluids.

IET desires to license and appoint Benchmark as its exclusive agent for the marketing, sale and distribution of IET's EcaFlo® equipment and EcaFlo® solutions for use in Oilfield Applications (as hereinafter defined), and Benchmark desires to accept such appointment.

NOW THEREFORE, in consideration of the mutual covenants, representations and warranties hereinafter set forth, IET and Benchmark agree as follows:

ARTICLE 1 - GRANT OF EXCLUSIVE MARKETING AND DISTRIBUTION RIGHTS TO IET EQUIPMENT AND ECAFLO® SOLUTIONS; ASSIGNED OILFIELD ACCOUNTS:

1.1     IET hereby grants to Benchmark the exclusive, world-wide right, license and authority to market, sell and distribute for use in the manufacture of fluids and solution for use in Oilfield Applications:

1.1.1    those EcaFlo® ECA units currently manufactured by IET and more particularly described on Addendum A attached hereto (such units being hereinafter collectively referred to as the "Existing ECA Equipment");

1.1.2    those electrolytic (replacement) cells used in the Existing ECA Equipment and more particularly described on Addendum B attached hereto, and/or any new, different or additional electrolytic (replacement) cells IET hereafter develops, whether for use in the Existing ECA Equipment or in any New ECA Equipment (as hereafter defined) developed by IET and added to the terms of this Agreement as provided in Article 2 below (collectively "Replacement Cells"); and

1.1.3    all components, replacement parts and other materials necessary to service, repair and maintain any Existing ECA Equipment or New ECA Equipment sold to and/or through Benchmark, including, but not limited to, the components, replacement parts and other materials more particularly described on Addendum C attached hereto (collectively "Spare Parts"),

For the purposes of this Agreement, the term "Oilfield Applications" shall mean and include the treatment and/or conditioning of (i) the "make-up waters" used in oil and gas well fracturing fluids, (ii) the "produced waters" generated in connection with the production of oil and natural gas, and (iii) other fluids and/or fluid systems employed in the drilling, completion/construction and/or stimulation of oil and gas wells or in the production of oil and natural gas.

1.2      IET also hereby grants to Benchmark the exclusive, world-wide right, license and authority to manufacture, market, sell and distribute for use in Oilfield Applications the anolyte and catholyte solutions (hereinafter "EcaFlo® Solutions") produced by the Existing ECA Equipment or by any New ECA Equipment developed by IET and added to the terms of this Agreement as provided in Article 2 below; provided, however, that those existing customers and accounts of IET more particularly identified on Addendum D attached hereto which are currently using Existing ECA Equipment to produce EcaFlo® Solutions for use in Oilfield Applications (the "Existing IET Oilfield Customers") shall be and remain free to continue doing so.

1.3      IET also hereby grants to Benchmark the exclusive world-wide right, license and authority to market, sell and distribute Existing ECA Equipment, New ECA Equipment, Spare Parts, and Replacement Cells to the Existing IET Oilfield Customers. If (and only if) an Existing IET Oilfield Customer refuses to acknowledger Benchmark's exclusive distribution rights, and insists upon purchasing ECA Equipment, New ECA Equipment, Spare Parts, and/or Replacement Cells directly form IET, then !ET shall pay and remit to Benchmark, with respect to any and all such sales, a commission equal to the difference between the amount for which Benchmark could have purchased same under the terms of this Agreement and the then current IET suggested retail price thereof. IET will use its best efforts to cause all Existing IET Oilfield Customers to make all ECA Equipment, New ECA Equipment, Spare Parts, and Replacement Cell purchases from Benchmark from and after the Effective Date.

1.4      Benchmark shall not appoint any sub-distributor of Existing ECA Equipment, New ECA Equipment, Spare Parts, Replacement Cells, or EcaFlo® Solutions without the prior written consent of IET, which consent shall not be unreasonably withheld, conditioned or delayed.

ARTICLE 2 - ECA EQUIPMENT LISTS; ADDITIONAL ECA EQUIPMENT:

the Existing ECA Equipment initially identified on Addendum A, the Replacement Cells initially identified on Addendum B, and the Spare Parts identified on Addendum C, but also such additional and/or other ECA units, spare and maintenance parts and/or Replacement Cells as Benchmark and IET may, from time to time, agree by written amendment to this Agreement (as hereinafter provided) to include under the terms hereof.

2.2      IET shall advise Benchmark, in writing, of any new, different or additional ECA equipment (including any modifications of the Existing ECA Equipment) (New ECA Equipment) and of any new, different or additional Replacement Cells (such New ECA Equipment and any new, different or additional Replacement Cells being hereinafter collectively referred to as “New IET Equipment”) which IET hereafter develops, specifying in such notice (a “New Equipment Notice”) the price(s) at which IET would be willing to include same under the terms of this Agreement. Within sixty (60) days of its receipt of a New Equipment Notice (or such longer period, not to exceed an additional sixty (60) days, as Benchmark shall request in writing for the purpose of field testing and examining the New IET Equipment, a production version of which IET shall supply to Benchmark, without charge, for that purpose), Benchmark shall advise IET, in writing, whether it wishes to add to (or substitute for) any Existing IET Equipment (or Replacement Cells) covered by this Agreement the New IET Equipment therein described. Benchmark's failure timely to respond to a New Equipment Notice shall be deemed an election by Benchmark not to accept the addition or substitution of the New IET Equipment therein described, and IET shall thereafter be free to market, promote, sell and distribute such New IET Equipment, either directly or through others, for use in Oilfield Applications.

2.3      IET may withdraw or delete IET Equipment from the list of equipment covered by this Agreement in the event IET elects to discontinue the manufacture and/or the sale thereof, but not otherwise. IET shall provide Benchmark with at least 180 days prior written notice of its intention to withdraw or delete any IET Product from the list of IET Equipment covered by this Agreement, and shall, during such 180 day period, continue to manufacture (and/or to maintain in inventory) such IET Product, so as to meet 100% of Benchmark's forecasted needs therefor during such period.

2.4      The Existing ECA Equipment, the Spare Parts, the Replacement Cells, and any New ECA Equipment added to this Agreement are hereinafter sometimes collectively referred to simply as "the IET Equipment".

ARTICLE 3 - DURATION AND RENEWAL:

3.1      This Agreement shall commence on July 1, 2007 (the "Effective Date") and shall continue in effect, subject to termination as hereinafter provided, for a period of five (5) years (the "Initial Term").

3.2      IET and Benchmark agree that they will meet during the final year of the Initial Term to negotiate in good faith the terms of a five (5) year extension of this Agreement, with the terms of this Agreement, as amended to reflect any changes(s) resulting from such negotiations, to bind the parties during such extension.

3.3      If such negotiations either (i) do not occur, or (ii) result in no amendment to this Agreement, then this Agreement shall automatically be renewed and extended for an additional five (5) year period (the "Renewal Term").

3.4       At the expiration of the Renewal Term (if any), and annually from year to year thereafter, this Agreement shall automatically renew for a one (1) year term, unless at least 90 days prior to the expiration of the Renewal Term (or any annual extension thereafter) either party shall have given to the other written notice of its intention not to renew or extend this Agreement at the expiration of the Renewal Term (or any annual extension thereafter).

3.5      The Initial Term, Renewal Term (if any) and all automatic annual extensions of this Agreement are hereinafter sometimes referred to collectively as the "Term of this Agreement" or simply the "Term".

ARTICLE 4 - EXCLUSIVITY; REFERRAL OF INQUIRIES:

4.1      Benchmark shall have the sole and exclusive world-wide right and license (i) to market and promote the IET Equipment and EcaFlo® Solutions for use in Oilfield Applications; and (ii) to solicit orders for and to sell IET Equipment and EcaFlo® Solutions to oilfield chemical manufacturers and distributors, oil and gas well service companies, oil and gas production companies, and other potential Oilfield Application customers throughout the world.

4.2      IET shall not during the Term of this Agreement appoint or license any other agent, representative, dealer or distributor to sell, distribute or otherwise deal in or with any IET Equipment or EcaFlo® Solutions for use in Oilfield Applications, and shall not knowingly make sales of IET Equipment or EcaFlo® Solutions to distributors or others who intend to market and/or resell the IET Equipment or EcaFlo® Solutions for use in Oilfield Applications.

4.3       IET shall forward or refer to Benchmark for processing and/or response all inquiries regarding IET Equipment and EcaFlo® Solutions received by IET from potential Oilfield Application customers, including the Existing IET Oilfield Customers, and shall not knowingly sell, market or promote IET Equipment or EcaFlo® Solutions directly to any party intending to use same in Oilfield Applications.

ARTICLE 5 - PRODUCT REQUIREMENTS; FORECASTING; PROCESSING OF ORDERS:

5.1      Subject to the terms and provisions of Article 6 below, IET agrees to manufacture for and/or supply to Benchmark during the Term of this Agreement, and Benchmark agrees to purchase from IET, 100% of Benchmark's IET Equipment requirements (including both its own requirements therefor and the requirements of those to whom it sells and distributes IET Equipment).

5.2      Benchmark shall quarterly provide IET with a forecast of its anticipated needs for IET Equipment during the next succeeding three (3) month period, and shall use reasonable commercial efforts to submit its orders for IET Equipment not less than thirty (30) days in advance of its desired delivery date(s) therefor. IET shall use reasonable commercial efforts to schedule the production of IET Equipment to fill Benchmark's order(s) more promptly, if so requested (and Benchmark and IET shall at all times attempt to coordinate orders for and the production of IET Equipment so as to accommodate both IET's production scheduling and Benchmark's delivery requirements), but IET shall have no obligation to deliver any IET Equipment in fewer than thirty (30) days from the date of order.

5.3      Benchmark may place orders for the purchase of IET Equipment by telephone, facsimile or electronic data interchange (e-mail). Upon its receipt of Benchmark's order(s) for the purchase of IET Equipment, IET shall promptly confirm to Benchmark (i) the current availability of the IET Equipment covered by the order(s) and the shipping date(s) therefor and (ii) the anticipated manufacture date(s) of any IET Equipment covered by the order(s), but not currently available, and the estimated shipping date(s) therefor. Confirmation shall be provided by facsimile or e-mail, directed to the party who placed the order. Shipment of IET Equipment to fill any order placed therefore shall constitute acceptance and confirmation.

5.4      Benchmark's purchase order number(s) shall be included and referenced on all bills of lading, packing lists, invoices and other documents and correspondence exchanged between the parties with respect to IET Equipment orders submitted by Benchmark.

ARTICLE 6 - BENCHMARK'S SOURCING AND SALES OF COMPETING ECA EQUIPMENT AND COMPETING PRODUCTS:

6.1      If at any time IET is unable to supply 100% of Benchmark's forecasted needs for any IET Equipment, Benchmark shall be free to source and secure, and thereafter to market, promote, use, sell or distribute, ECA equipment (and electrolytic cells) manufactured by others which might compete, directly or indirectly, with the IET Equipment IET is unable to supply ("Competing ECA Equipment"). If IET's inability to supply 100% of Benchmark's forecasted needs for any IET Equipment is occasioned by an event of force majeure (as defined in Article 18 below), then Benchmark's right to source, use, and sell Competing ECA Equipment shall continue only for so long as IET is unable to supply 100% of Benchmark's IET Equipment needs, and Benchmark shall resume ordering the IET Equipment from IET after IET notifies Benchmark, in writing, that the conditions of force majeure have terminated and it is again capable of supplying 100% of Benchmark's forecasted needs therefore.

6.2      IET understands and acknowledges that Benchmark is currently selling and distributing certain products which compete with the EcaFlo® Solutions ("Competing Products") to customers using same in Oilfield Applications. Benchmark agrees to use reasonable commercial efforts to persuade its customers to use EcaFlo® Solutions, instead of the Competing Products, whenever the EcaFlo® Solutions are appropriate substitutes or replacements for the Competing Products, but Benchmark shall be and remain free to continue selling Competing Products to its customers whenever they require or direct that Benchmark supply same.

ARTICLE 7 - SHIPPING AND DELIVERY SCHEDULES; FORCE MAJEURE:

7.1      Subject to the provisions of Section 5.1 above, IET shall timely ship (strictly in accordance with the instructions of Benchmark) all IET Equipment ordered by Benchmark.

7.2      The provisions of Section 7.1 notwithstanding, IET shall not be liable to Benchmark or to third parties who have submitted purchase orders for IET Equipment to Benchmark for any loss or damage occasioned by its failure to make delivery or for any delay in making delivery when such failure or delay results from an event of force majeure. In the even of a delay caused or occasioned by an event of force majeure, the shipment date(s) shall be postponed for a period of time equal to the time required to remedy, corrector alleviate such cause or event. If the event of force majeure shall only partially reduce IET's ability to produce or deliver IET Equipment, IET shall give priority to Benchmark's orders for IET Equipment , and

shall prorate its available supply thereof among Benchmark and lET's other customers in such a fashion that Benchmark receives at least 75% of IET's available lET Equipment production.

ARTICLE 8 - SHIPPING OBLIGATIONS; PACKAGING:

8.1      IET shall be responsible for loading and preparing all IET Equipment for shipment (including, proper packaging, labeling and palletization as necessary), and shall, at its sole cost and expense, deliver same FOB to either (i) the Benchmark warehouse designated on Benchmark's purchase order, or (ii) the facility of the Benchmark customer to whom Benchmark has sold same, as indicated on Benchmark's purchase order.

8.2      IET shall, whenever possible, use Benchmark Distribution Services, L.P. ("BDS") (a U.S. DOT licensed common carrier) to deliver IET Equipment to the destination designated on Benchmark's purchase order, unless IET promptly notifies Benchmark that the freight rates quoted by BDS are not competitive. If IET delivers such a notice to Benchmark, Benchmark shall have two (2) business days within which to secure a re-quote from BDS. If the re-quote is not competitive, Benchmark fails timely to secure a re-quote, or BDS is not able to effect shipment within the required time, IET shall be free to ship the IET Equipment using a common carrier of its choosing.

ARTICLE 9 - IET EQUIPMENT PRICING AND PRICE ADJUSTMENTS:

9.1      During the twelve (12) month period commencing with the Effective Date (the "Initial Pricing Period"), IET shall sell IET Equipment to Benchmark at those prices more particularly specified on Addendum A (as to Existing IET Equipment), Addendum B (as to Replacement Cells) and Addendum C (as to Spare Parts) attached hereto. IET warrants that the lET Equipment prices and Replacement Cell prices reflected on Addendum A, Addendum B, and Addendum C are no higher than the prices at which IET is currently selling those same items to others.

9.2      IET shall have and hereby reserves the right to increase or decrease the prices at which IET Equipment will be sold to Benchmark after the Initial Pricing Period, but may not increase any IET Equipment price(s) more frequently than quarterly thereafter. Benchmark shall be given at least 60 days' prior written notice of IET's desire to increase or decrease prices, and no increase in price(s) shall be effective as to any IET Equipment ordered prior to the effective date of the price increase, Notwithstanding the foregoing, IET agrees that it will not fix, grant, establish or extend to or for any distributor or other party purchasing IET Equipment for resale any price(s), discount(s) or payment terms with respect to any IET Equipment which are more favorable than the price(s), discount(s) or payment terms made available to Benchmark with respect thereto.

9.3      In no event shall either IET or Benchmark disclose to any third party the pricing made available to Benchmark by IET with respect to the IET Equipment covered by this Agreement.

9.4      Benchmark shall be free to fix and establish such prices for the resale of IET Equipment as it, in its sole discretion, deems appropriate.

ARTICLE 10 - INVOICING AND PAYMENT:

10.1    Payment for all Existing ECA Equipment (and any New ECA equipment added to this Agreement) which Benchmark does not elect to finance through a third party leasing company shall be made as follows:

10.1.150% of the purchase price will be deposited with IET at the time the order is placed;

10.1.240% of the purchase price will be paid upon arrival of the equipment at the shipping point designated on the purchase order; and

10.1.3the balance of the purchase price shall be paid within thirty (30) days of the date of arrival of the equipment at the shipping point designated on the