Registration No. ___________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             -----------------------

                                    FORM S-8
                             Registration Statement
                                      Under
                           The Securities Act of 1933

                             -----------------------

                                   TSET, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                                     NEVADA
         (State or Other Jurisdiction of Incorporation or Organization)

                                   87-0440410
                      (I.R.S. Employer Identification No.)

                          464 COMMON STREET, SUITE 301
                          BELMONT, MASSACHUSETTS 02478
                    (Address of Principal Executive Offices)

          STEVEN G. MARTIN AND JOSHUA B. SCHEINFELD CONSULTINGAGREEMENT
                            (Full Title of the Plan)

                                DANIEL R. DWIGHT
                          464 COMMON STREET, SUITE 301
                          BELMONT, MASSACHUSETTS 02478
                     (Name and Address of Agent For Service)

                                 (617) 993-9965
          (Telephone Number, Including Area Code, of Agent for Service)

                                    COPY TO:

                             Clayton E. Parker, Esq.
                            Ronald S. Haligman, Esq.
                           Kirkpatrick & Lockhart LLP
                    201 South Biscayne Boulevard, Suite 2000
                              Miami, Florida 33131

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE

=========================== ======================== ========================= ======================== =========================
                                                         PROPOSED MAXIMUM         PROPOSED MAXIMUM
TITLE OF SECURITIES                 AMOUNT                OFFERING PRICE         AGGREGATE OFFERING      AMOUNT OF REGISTRATION
TO BE REGISTERED               TO BE REGISTERED          PER SHARE (1)(2)           PRICE (1)(2)               FEE (1)(2)
--------------------------- ------------------------ ------------------------- ------------------------ -------------------------
<S>                             <C>                              <C>                  <C>                            <C>
Common Stock, par value         360,000  shares                  $0.205               $73,800.00                     $6.79
$0.001 per share
--------------------------- ------------ ----------- ------------------------- ------------------------ -------------------------
</TABLE>

(1)      This Registration Statement covers, in addition to the number of shares
         of Common Stock stated above, options to purchase or acquire the shares
         of Common Stock covered by the Prospectus.

(2)      Pursuant to Rule 457(h)(1) of the Securities  Exchange Act of 1934, the
         proposed maximum offering price per share,  proposed maximum  aggregate
         offering price and amount of registration  fee were computed based upon
         the average of the high and low prices of the shares of Common Stock on
         June 17, 2002.

<PAGE>


                                     PART I


                          INFORMATION REQUIRED IN THIS
                            SECTION 10(A) PROSPECTUS

         The documents  containing the  information  specified in Part I of Form
S-8  (plan  information  and  registrant  information)  will be sent or given to
employees as  specified by Rule  428(b)(1)  of the  Securities  Act of 1933,  as
amended (the "Act").  Such  documents  need not be filed with the Securities and
Exchange  Commission  either  as  part  of  this  Registration  Statement  or as
prospectuses or prospectus  supplements  pursuant to Rule 424. These  documents,
which include the statement of availability  required by Item 2 of Form S-8, and
the documents  incorporated by reference in this Registration Statement pursuant
to Item 3 of Form S-8 (Part II hereof), taken together,  constitute a prospectus
that meets the requirements of Section 10(a) of the Act.


                                     PART II


                          INFORMATION REQUIRED IN THIS
                             REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
         ---------------------------------------

         The following  documents have been previously  filed by TSET, Inc. (the
"Company") with the Securities and Exchange  Commission (the  "Commission")  and
are hereby  incorporated  by reference  into this  Registration  Statement as of
their respective dates:

                  (a) The  Company's  Annual  Report on Form 10-K for the fiscal
year ended June 30, 2001 filed with the Commission on October 15, 2001.

                  (b) The description of the Company's Common Stock contained in
its Registration  Statement on Form 10-SB filed with the Commission on March 31,
2000 as amended, pursuant to the Exchange Act, including any amendment or report
filed for the purpose of updating such description.

         All  documents  subsequently  filed by the Company with the  Commission
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act
of 1934, as amended, after the date of this Registration Statement, but prior to
the filing of a  post-effective  amendment to this  Registration  Statement that
indicates that all securities  offered by this Registration  Statement have been
sold or which  deregisters all such securities then remaining  unsold,  shall be
deemed to be incorporated by reference into this  Registration  Statement.  Each
document  incorporated  by reference into this  Registration  Statement shall be
deemed to be a part of this  Registration  Statement from the date of the filing
of such document with the Commission until the information  contained therein is
superseded or updated by any subsequently filed document that is incorporated by
reference into this  Registration  Statement or by any document that constitutes
part of the  prospectus  relating  to the 2001 Stock  Option Plan that meets the
requirements of Section 10(a) of the Securities Act of 1933, as amended.


ITEM 4.  DESCRIPTION OF SECURITIES.
         -------------------------

         Not Applicable.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
         --------------------------------------

         Not Applicable.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
         -----------------------------------------

         The  Company  will  indemnify  each  director,  to the  fullest  extent
permitted  by law,  from and against any and all claims of any type arising from
or related to his past or future acts or  omissions  as a director or officer of
the Company and any of our subsidiaries.  In addition, the Company has agreed to
advance all expenses of each director as they are incurred and in advance of the
final disposition of any claim.

         Pursuant to our bylaws,  the Company is obligated to indemnify  each of
its directors and officers to the fullest  extent  permitted by law with respect
to all liability and loss suffered,  and reasonable  expenses incurred,  by such

<PAGE>

person in any action, suit, or proceeding in which such person was or is made or
threatened  to be made a party or is  otherwise  involved  by reason of the fact
that such person is or was a director or officer of the Company.  The  Company's
bylaws further eliminate  personal  liability of a director or an officer to the
Company  or to any of our  stockholders  for  monetary  damages  for a breach of
fiduciary  duty as a director or an officer  except for:  (i) acts or  omissions
which involve intentional  misconduct,  fraud, or a knowing violation of law; or
(ii) the  payment of  distributions  in  violation  of Section  78.300 of Nevada
Revised  Statutes.  We are also  obligated  to pay the  reasonable  expenses  of
indemnified   directors  or  officers  in  defending  such  proceedings  if  the
indemnified  party agrees to repay all amounts  advanced should it be ultimately
determined that such person is not entitled to indemnification.

         The Company also maintains an insurance  policy covering  directors and
officers under which the insurer agrees to pay,  subject to certain  exclusions,
for any claim made  against  the  directors  and  officers  of the Company for a
wrongful act for which they may become legally  obligated to pay or for which we
are required to indemnify our directors and officers.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
         -----------------------------------

         Not applicable.





<PAGE>

ITEM 8.  EXHIBITS.
         --------
<TABLE>
EXHIBIT NO.            DESCRIPTION                                      LOCATION
---------------------  -----------------------------------------------  ---------------------------------------------
<S>                    <C>                                              <C>
5.1                    Opinion of Kirkpatrick & Lockhart LLP re:        Provided herewith
                       legality
23.1                   Consent of Kirkpatrick & Lockhart LLP            Provided herewith (contained in Exhibit 5.1)
23.2                   Consent of Grant Thornton LLP                    Provided herewith
24.1                   Power of Attorney                                Provided herewith
99.1                   Consulting Agreement, effective October 1,       Provided herewith
                       2001, by and among the Company, Steven G.
                       Martin and Joshua B. Scheinfeld
</TABLE>

ITEM 9.  UNDERTAKINGS.
         ------------

         (a)      The undersigned registrant will:

                  (1) File, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to:

                      (i)    Include any prospectus required by Section 10(a)(3)
of the Act;

                      (ii)   Reflect  in the  prospectus  any  facts  or  events
arising  after the  effective  date of the  Registration  Statement (or the most
recent  post-effective   amendment  thereof)  which,   individually  or  in  the
aggregate,  represent a fundamental  change in the  information set forth in the
Registration Statement.  Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was  registered)  and any deviation  from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus  filed  with  the  Commission  pursuant  to Rule  424(b)  if,  in the
aggregate,  the changes in volume and price  represent no more than a 20% change
in the  maximum  aggregate  offering  price  set  forth in the  "Calculation  of
Registration Fee" table in the effective registration statement;

                      (iii)  Include   any   additional   or  changed   material
information with respect to the plan of distribution not previously disclosed in
the  Registration  Statement or any material  change to such  information in the
Registration Statement;

                  PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the  Registration  Statement  is on Form S-3 or Form  S-8,  and the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the Registration Statement.

                  (2) For  purposes  of  determining  any  liability  under  the
Securities  Act,  treat  each  post-effective  amendment  as a new  registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

                  (3) File   a   post-effective   amendment   to   remove   from
registration  any  of the  securities  that  remain  unsold  at  the  end of the
offering.

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the  registration  statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial BONA FIDE offering thereof.
<PAGE>

         (c) The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus,  to each person to whom the prospectus is sent
or given, the latest annual report,  to security holders that is incorporated by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the  Securities  Exchange Act of
1934;  and,  where  interim  financial  information  required to be presented by
Articles 3 of Regulation S-X is not set forth in the prospectus,  to deliver, or
cause to be  delivered to each person to whom the  prospectus  is sent or given,
the latest  quarterly  report that is specifically  incorporated by reference in
the prospectus to provide such interim financial information.

         (d)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.





<PAGE>
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in Belmont, Massachusetts, on June ___, 2002.

                                     TSET, INC.

                                     By:
                                         ---------------------------------------
                                     Printed Name:     Daniel R. Dwight
                                     Title:            President and
                                                       Chief Executive Officer

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes  and appoints  Daniel R. Dwight,  his true and lawful
attorney-in-fact and agent, with full power of substitution and revocation,  for
him and in his name,  place and stead, in any and all capacities  (until revoked
in  writing),  to  sign  any  and  all  amendments   (including   post-effective
amendments)  to this  Registration  Statement  and to file  the  same  with  all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite  and  necessary to be done as fully for all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact  and agent, or his substitutes,  may lawfully do or cause to be
done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities  indicated,  which  together  constitute  a majority  of the board of
directors of the Company.
<TABLE>
<S>      <C>                             <C>
Date:    June ___, 2002                  By:
                                            ----------------------------------------------------
                                         Printed Name:     Daniel R. Dwight
                                         Title:            President and
                                                           Chief Executive Officer and Director


Date:    June ___, 2002                  By:
                                            ----------------------------------------------------
                                         Printed Name:     Richard A. Papworth
                                         Title:            Chief Financial Officer and Director


Date:    June ___, 2002                  By:
                                            ----------------------------------------------------
                                         Printed Name:     Richard F. Tusing
                                         Title:            Director


Date:    June ___, 2002                  By:
                                            ----------------------------------------------------
                                         Printed Name:     James P. McDermott
                                         Title:            Director


Date:    June ___, 2002                  By:
                                            ----------------------------------------------------
                                         Printed Name:     Erik Black
                                         Title:            Director


Date:    June ___, 2002                  By:
                                            ----------------------------------------------------
                                         Printed Name:     Charles D. Strang
                                         Title:            Director


Date:    June ___, 2002                  By:
                                            ----------------------------------------------------
                                         Printed Name:     Jeffrey D. Wilson
                                         Title:            Director
</TABLE>
<PAGE>




<TABLE>
<CAPTION>
                                  EXHIBIT LIST


EXHIBIT NO.            DESCRIPTION                                      LOCATION
---------------------  -----------------------------------------------  ----------------------------------------------
<S>                    <C>                                              <C>
5.1                    Opinion of Kirkpatrick & Lockhart LLP re:        Provided herewith
                       legality
23.1                   Consent of Kirkpatrick & Lockhart LLP            Provided herewith (contained in Exhibit 5.1)
23.2                   Consent of Grant Thornton LLP                    Provided herewith
24.1                   Power of Attorney                                Provided herewith
99.1                   Consulting Agreement, effective October 1,       Provided herewith
                       2001, by and among Steven G. Martin and Joshua
                       B. Scheinfeld

</TABLE>

<PAGE>




                                  EXHIBIT 24.1


                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes  and appoints  Daniel R. Dwight,  his true and lawful
attorney-in-fact and agent, with full power of substitution and revocation,  for
him and in his name,  place and stead, in any and all capacities  (until revoked
in  writing),  to  sign  any  and  all  amendments   (including   post-effective
amendments)  to this  Registration  Statement  and to file  the  same  with  all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite  and  necessary to be done as fully for all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact  and agent, or his substitutes,  may lawfully do or cause to be
done by virtue hereof.




<PAGE>


                                  EXHIBIT 99.1

                              CONSULTING AGREEMENT

         This CONSULTING AGREEMENT ("Agreement") is made effective as of the 1st
day of October,  2001,  by and between  TSET,  Inc., a Nevada  corporation  (the
"Company") and Steven G. Martin and Joshua B. Scheinfeld, each a resident of the
State of Illinois (collectively "Consultant").


         WHEREAS, the Company is a publicly traded company engaged,  through its
wholly owned subsidiary,  Kronos Air Technologies,  Inc., in the business of the
development  and  commercialization  of  a  new  proprietary  air  movement  and
purification technology known as Kronos(TM) (the "Business");

         WHEREAS,  Consultant  has unique  experience,  knowledge  and skills in
order to enhance the operation of the Business;

         WHEREAS,  the Company  desires to obtain the  benefits of  Consultant's
experience  and know-how in connection  with the operation of the Business,  and
accordingly,  the Company has offered to engage  Consultant to render consulting
and advisory services to the Company on the terms and conditions hereinafter set
forth;

         WHEREAS,  Consultant  desires to accept such engagement upon such terms
and conditions hereinafter set forth.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained  herein,  and other good and valuable  consideration,  the receipt and
sufficiency of which are hereby  acknowledged,  the Company and Consultant agree
as follows:

1.   CONSULTING  TERMS  AND  DUTIES.  Upon the terms  and  conditions  set forth
     herein, the Company hereby retains and engages Consultant as an independent
     contractor,  and Consultant hereby accepts such retention and engagement as
     an  independent  contractor,   and  agrees  to  render  such  advisory  and
     consulting  services to the Company with respect to matters  pertaining  to
     the  Business  as shall be  specified  from  time to time by the  Company's
     President  and/or such other officer(s) as the Company's Board of Directors
     shall designate to have principal  responsibility  for the operation of the
     Business.

2.   TERM.  The  term of this  Agreement  shall be for 15  months  from the date
     hereof (the "Term").

3.   SERVICES AND COMPENSATION.

         (a) SERVICES.  Consultant  shall (i) advise the Company with respect to
operations,  executive employment issues, employee staffing,  strategy,  capital
structure  and other  matters  pertaining  to the Business as shall be specified
from time to time by the Company's President and/or such other officer(s) as the
Company's Board of Directors  shall  designate to have principal  responsibility
for the operation of the Business and (ii) assist in reviewing  and  negotiating
material transactions.
<PAGE>

         (b)  CONSULTING  FEES.  In   consideration   for  the  availability  of
Consultant  during the term hereunder and the services rendered pursuant to this
Agreement,  promptly  after the  execution of this  agreement,  the Company will
issue to Consultant as payment 360,000 fully paid and  non-assessable  shares of
Common Stock of the Company (the "Shares").

         (c) REIMBURSEMENT OF EXPENSES.  The Company shall reimburse  Consultant
for those  reasonable  and  necessary  out-of-pocket  expenses  which  have been
approved by the  President of the Company  prior to their  incurrence  and which
have been incurred by  Consultant  in connection  with the rendering of services
hereunder.  Any reimbursement to be made by the Company pursuant to this Section
shall be made  following  submission  to the Company by Consultant of reasonable
documentation of the expenses incurred.

         (d)  REGISTRATION.  The  Shares  issued  hereunder  shall  be  promptly
registered under an S-8 Registration  Statement.  In the event the Shares cannot
be included in an S-8  Registration  Statement then Consultant  shall be granted
customary piggyback registration rights with respect to the Shares.

4.       NONDISCLOSURE.

     4.1 NONDISCLOSURE OF CONFIDENTIAL INFORMATION.

         (a) Consultant  recognizes and acknowledges  that certain knowledge and
information  which  it has  acquired  or  developed  relating  to the  Business,
including its pricing and quotation techniques, costs, developments,  activities
or products of the Business or the business affairs of any Person doing business
with the Company,  such as, but not limited to, customer and vendor lists,  cost
and selling and service  prices for  specific  customers,  customers'  needs and
requirements,  and all  inventions,  ideas,  know how,  discoveries,  creations,
developments,   improvements,   designs,   patents  and  processes  so  acquired
(hereinafter  collectively  referred to as "Confidential  Information")  are the
valuable  property of the Company and shall be held by  Consultant in confidence
and trust for the sole benefit of the Company.

         (b) Consultant agrees not to use, disclose, divulge or publish, without
the prior written consent of the Company,  at any time during the term hereof or
thereafter for a period of not less than five (5) years following  completion of
the Term, any Confidential  Information.  Provided,  however,  that Confidential
Information shall not include (a) information which is known to the public or is
generally  known within the industry of  businesses  comparable  to the Business
(other  than as a result of  Consultant's  violation  of this  covenant)  or (b)
information which Consultant is required to disclose pursuant to law or order of
a court having jurisdiction over Consultant (provided that Consultant offers the
Company  an   opportunity  to  obtain  an   appropriate   protective   order  or
administrative relief against disclosure of such Confidential Information).

     4.2 PROPERTY OF THE BUSINESS.  All  memoranda,  notes,  lists,  records and
other documents or papers (and all copies thereof),  including such items stored
in computer  memories,  or microfiche or by any other means, made or compiled by
or on behalf of  Consultant  in  connection  with the rendering by Consultant of
consulting  services  hereunder,  or made available by the Company to Consultant
relating to the Business of the Company, are and shall be the Company's property
and shall be delivered to the Company promptly on the request of the Company.
<PAGE>

     4.3 RIGHTS AND REMEDIES UPON BREACH. If Consultant  breaches,  or threatens
to  commit  a  breach  of,  any of the  provisions  of  Section  4.1 or 4.2 (the
"Nondisclosure Covenants"),  the Company shall have the right and remedy to have
the  Nondisclosure  Covenants  specifically  enforced by any court of  competent
jurisdiction,  it being  agreed  that any  breach  or  threatened  breach of the
Nondisclosure  Covenants would cause irreparable  injury to the Company and that
money damages would not provide an adequate  remedy to the Company.  The Company
shall also have any other  rights and  remedies  available to it under law or in
equity.

     4.4 SEVERABILITY OF COVENANTS.  Consultant acknowledges and agrees that the
Nondisclosure  Covenants  are  reasonable  and  valid in scope  and in all other
respects.  If any court determines that any of the Nondisclosure  Covenants,  or
any  part  thereof,   is  invalid  or   unenforceable,   the  remainder  of  the
Nondisclosure  Covenants  shall not thereby be affected  and shall be given full
effect, without regard to the invalid portions.

5.       MISCELLANEOUS.

     (a)  NOTICES.  Any  notice or other  communication  required  or  permitted
hereunder  shall be in  writing  and  shall  be  delivered  personally,  sent by
facsimile  transmission  (with a copy also sent by another means herein provided
for), sent by certified,  registered or express mail, postage prepaid or sent by
reputable  air courier.  Any such notice shall be deemed given when so delivered
personally or sent by facsimile  transmission (with issuance by the transmitting
machine of a confirmation of successful  transmission) or, if mailed,  five days
after the date of deposit in the United States mail or, if sent by courier,  two
days after the date of deposit with much courier, addressed as follows:

          (i)   if to the Company, to:

                        a.  TSET, Inc.

                 333 South State Street, PMB 111
                 Lake Oswego, Oregon 97034
                 Telephone:        617-993-9980
                        b.  Facsimile:  617-993-9985

                        Attention:    Daniel R. Dwight



          (ii)  if to Consultant, to:

                        Steven G. Martin
                        222 Merchandise Mart Plaza, Suite 9-112
                        Chicago, Illinois 60654
          B.    Phone: 312-644-6644

                        Fax:  312-644-6244
<PAGE>

         Any party may change its address for notice  hereunder by notice to the
other party hereto given in accordance herewith.

     (b) ASSIGNABILITY.  This Agreement  shall not be assignable by either party
hereto  without  the prior  written  consent  of the other  party,  and any such
purported assignment shall be void AB INITIO.

     (c) GOVERNING LAW. The parties agree that this Agreement shall be construed
and  governed  in  accordance  with the  internal  laws of the State of Illinois
without giving effect to principles of conflicts of laws.

     (d) BINDING  EFFECT.  This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective heirs, legal representatives,
executors, administrators, successors and permitted assigns.

     (e) COUNTERPARTS.  This Agreement may be executed  simultaneously in one or
more  counterparts,  each of which shall be deemed an original  but all of which
together shall constitute one and the same instrument.

     (f) ENTIRE  AGREEMENT.  This Agreement  represents the entire agreement and
understanding  of the  parties  hereto  with  respect to the  matters  set forth
herein.  This  Agreement   supersedes  all  prior   negotiations,   discussions,
correspondence,  communications,  understandings and agreements between parties,
written  or  oral,  relating  to the  subject  matter  of this  Agreement.  This
Agreement may be amended,  superseded,  cancelled,  renewed, or extended and the
terms hereof may be waived,  only by a written  instrument signed by the parties
hereto or, in the case of a waiver, by the party waiving compliance.

     (g) WAIVERS.  No delay on the  part of any party in  exercising  any right,
power or privilege  hereunder shall operate as a waiver  thereof.  Nor shall any
waiver on the part of any party of any such right, power or privilege hereunder,
nor any single or partial exercise of any right,  power or privilege  hereunder,
preclude  any other or further  exercise  thereof or the  exercise  of any other
right, power or privilege hereunder.

     (h) HEADINGS.  The headings in this Agreement are  inserted for convenience
only and are not to be considered in the  interpretation or  construction of the
provisions hereof.

     (i) DEFINITIONS OF "PERSON".  As used herein,  the term "Person" shall mean
any individual, corporation, partnership, limited liability company, firm, joint
venture,  association,  joint-stock company, trust, unincorporated organization,
governmental or regulatory body or any political subdivision thereof.




     IN WITNESS  WHEREOF,  the Company and Consultant have signed this Agreement
as of the day and year written above.

<PAGE>

COMPANY:

         TSET, Inc.

         /s/ Daniel R. Dwight
         By: Daniel R. Dwight
         Its: Chief Executive Officer




CONSULTANT:


         /s/ Steven G. Martin
         Steven G. Martin



         /s/ Joshua B. Scheinfeld
         Joshua B. Scheinfeld


<PAGE>
KIRKPATRICK & LOCKHART LLP                         1800 Massachusetts Avenue, NW
                                                   Second Floor
                                                   Washington, DC  20036-1221
                                                   202.778.9000
                                                   www.kl.com


                                   EXHIBIT 5.1

June 24, 2002


TSET, Inc.
464 Common Street, Suite 301
Belmont, Massachusetts 02478


RE:      TSET, INC. (THE "CORPORATION")
         REGISTRATION STATEMENT ON FORM S-8 (THE "REGISTRATION STATEMENT")

Gentlemen:

We have  acted as special  counsel to the  Corporation  in  connection  with the
preparation of the Registration Statement filed with the Securities and Exchange
Commission  pursuant to the Securities Act of 1933, as amended (the "1933 Act"),
relating  to  the  proposed  public  offering  of up to  360,000  shares  of the
Corporation's common stock, par value $0.001 per share (the "COMMON STOCK").

We are  furnishing  this  opinion to you in  accordance  with Item  601(b)(5) of
Regulation S-K  promulgated  under the 1933 Act for filing as Exhibit 5.1 to the
Registration Statement.

We are  familiar  with the  Registration  Statement,  and we have  examined  the
Corporation's   Certificate   of   Incorporation,   as  amended  to  date,   the
Corporation's  Bylaws,  as amended to date,  and minutes and  resolutions of the
Corporation's  Board of Directors and  shareholders.  We have also examined such
other  documents,  certificates,  instruments  and corporate  records,  and such
statutes,  decisions  and  questions  of  law as we  have  deemed  necessary  or
appropriate for the purpose of this opinion.

Based upon the foregoing,  we are of the opinion that the shares of Common Stock
to be  sold  by  the  Selling  Stockholders  (as  defined  in  the  Registration
Statement)  to the public,  when issued and sold in the manner  described in the
Registration  Statement (as  amended),  will be validly  issued,  fully paid and
non-assessable.

We  hereby  consent  to  the  filing  of  this  opinion  as an  Exhibit  to  the
Registration Statement and to the use of our name in the Prospectus constituting
a part  thereof in  connection  with the  matters  referred to under the caption
"Legal Matters."

Very truly yours,


/s/ Kirkpatrick & Lockhart LLP

KIRKPATRICK & LOCKHART LLP


<PAGE>
MI - 130238.1
                                  Exhibit 23.1

Consent of Independent Certified Public Accountants
---------------------------------------------------

We have  issued our report  dated  October 8, 2001  accompanying  the  financial
statements of TSET,  Inc.  appearing in the 2001 Annual Report of the Company to
its  shareholders  on Form  10-K for the year  ended  June 30,  2001  which  are
incorporated by reference in this Registration Statement on Form S-8. We consent
to  the  incorporation  by  reference  in  the  Registration  Statement  of  the
aforementioned report.

/s/ Grant Thornton LLP

Portland, Oregon
June 19, 2002
[{"type": "S-8", "sequence": "1", "filename": "tset-s8.txt", "secsgml_size_bytes": 36506}]
{"company-data": {"conformed-name": "TSET INC", "cik": "0001108248", "irs-number": "870440410", "state-of-incorporation": "NV", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-91234", "film-number": "02687910"}, "business-address": {"street1": "333 S STATE ST", "street2": "PMB111", "city": "LAKE OSWEGO", "state": "OR", "zip": "97034", "phone": "5035981900"}, "mail-address": {"street1": "333 S STATE ST", "street2": "PMB 111", "city": "LAKE OSWEGO", "state": "OR", "zip": "97034"}}
Registration No. ___________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             -----------------------

                                    FORM S-8
                             Registration Statement
                                      Under
                           The Securities Act of 1933

                             -----------------------

                                   TSET, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                                     NEVADA
         (State or Other Jurisdiction of Incorporation or Organization)

                                   87-0440410
                      (I.R.S. Employer Identification No.)

                          464 COMMON STREET, SUITE 301
                          BELMONT, MASSACHUSETTS 02478
                    (Address of Principal Executive Offices)

          STEVEN G. MARTIN AND JOSHUA B. SCHEINFELD CONSULTINGAGREEMENT
                            (Full Title of the Plan)

                                DANIEL R. DWIGHT
                          464 COMMON STREET, SUITE 301
                          BELMONT, MASSACHUSETTS 02478
                     (Name and Address of Agent For Service)

                                 (617) 993-9965
          (Telephone Number, Including Area Code, of Agent for Service)

                                    COPY TO:

                             Clayton E. Parker, Esq.
                            Ronald S. Haligman, Esq.
                           Kirkpatrick & Lockhart LLP
                    201 South Biscayne Boulevard, Suite 2000
                              Miami, Florida 33131
CALCULATION OF REGISTRATION FEE

=========================== ======================== ========================= ======================== =========================
                                                         PROPOSED MAXIMUM         PROPOSED MAXIMUM
TITLE OF SECURITIES                 AMOUNT                OFFERING PRICE         AGGREGATE OFFERING      AMOUNT OF REGISTRATION
TO BE REGISTERED               TO BE REGISTERED          PER SHARE (1)(2)           PRICE (1)(2)               FEE (1)(2)
--------------------------- ------------------------ ------------------------- ------------------------ -------------------------
Common Stock, par value         360,000  shares                  $0.205               $73,800.00                     $6.79
$0.001 per share
--------------------------- ------------ ----------- ------------------------- ------------------------ -------------------------
(1)      This Registration Statement covers, in addition to the number of shares
         of Common Stock stated above, options to purchase or acquire the shares
         of Common Stock covered by the Prospectus.

(2)      Pursuant to Rule 457(h)(1) of the Securities  Exchange Act of 1934, the
         proposed maximum offering price per share,  proposed maximum  aggregate
         offering price and amount of registration  fee were computed based upon
         the average of the high and low prices of the shares of Common Stock on
         June 17, 2002.
PART I

                          INFORMATION REQUIRED IN THIS
                            SECTION 10(A) PROSPECTUS

         The documents  containing the  information  specified in Part I of Form
S-8  (plan  information  and  registrant  information)  will be sent or given to
employees as  specified by Rule  428(b)(1)  of the  Securities  Act of 1933,  as
amended (the "Act").  Such  documents  need not be filed with the Securities and
Exchange  Commission  either  as  part  of  this  Registration  Statement  or as
prospectuses or prospectus  supplements  pursuant to Rule 424. These  documents,
which include the statement of availability  required by Item 2 of Form S-8, and
the documents  incorporated by reference in this Registration Statement pursuant
to Item 3 of Form S-8 (Part II hereof), taken together,  constitute a prospectus
that meets the requirements of Section 10(a) of the Act.

                                     PART II

                          INFORMATION REQUIRED IN THIS
                             REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
         ---------------------------------------

         The following  documents have been previously  filed by TSET, Inc. (the
"Company") with the Securities and Exchange  Commission (the  "Commission")  and
are hereby  incorporated  by reference  into this  Registration  Statement as of
their respective dates:

                  (a) The  Company's  Annual  Report on Form 10-K for the fiscal
year ended June 30, 2001 filed with the Commission on October 15, 2001.

                  (b) The description of the Company's Common Stock contained in
its Registration  Statement on Form 10-SB filed with the Commission on March 31,
2000 as amended, pursuant to the Exchange Act, including any amendment or report
filed for the purpose of updating such description.

         All  documents  subsequently  filed by the Company with the  Commission
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act
of 1934, as amended, after the date of this Registration Statement, but prior to
the filing of a  post-effective  amendment to this  Registration  Statement that
indicates that all securities  offered by this Registration  Statement have been
sold or which  deregisters all such securities then remaining  unsold,  shall be
deemed to be incorporated by reference into this  Registration  Statement.  Each
document  incorporated  by reference into this  Registration  Statement shall be
deemed to be a part of this  Registration  Statement from the date of the filing
of such document with the Commission until the information  contained therein is
superseded or updated by any subsequently filed document that is incorporated by
reference into this  Registration  Statement or by any document that constitutes
part of the  prospectus  relating  to the 2001 Stock  Option Plan that meets the
requirements of Section 10(a) of the Securities Act of 1933, as amended.

ITEM 4.  DESCRIPTION OF SECURITIES.
         -------------------------

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
         --------------------------------------

         Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
         -----------------------------------------

         The  Company  will  indemnify  each  director,  to the  fullest  extent
permitted  by law,  from and against any and all claims of any type arising from
or related to his past or future acts or  omissions  as a director or officer of
the Company and any of our subsidiaries.  In addition, the Company has agreed to
advance all expenses of each director as they are incurred and in advance of the
final disposition of any claim.

         Pursuant to our bylaws,  the Company is obligated to indemnify  each of
its directors and officers to the fullest  extent  permitted by law with respect
to all liability and loss suffered,  and reasonable  expenses incurred,  by such
person in any action, suit, or proceeding in which such person was or is made or
threatened  to be made a party or is  otherwise  involved  by reason of the fact
that such person is or was a director or officer of the Company.  The  Company's
bylaws further eliminate  personal  liability of a director or an officer to the
Company  or to any of our  stockholders  for  monetary  damages  for a breach of
fiduciary  duty as a director or an officer  except for:  (i) acts or  omissions
which involve intentional  misconduct,  fraud, or a knowing violation of law; or
(ii) the  payment of  distributions  in  violation  of Section  78.300 of Nevada
Revised  Statutes.  We are also  obligated  to pay the  reasonable  expenses  of
indemnified   directors  or  officers  in  defending  such  proceedings  if  the
indemnified  party agrees to repay all amounts  advanced should it be ultimately
determined that such person is not entitled to indemnification.

         The Company also maintains an insurance  policy covering  directors and
officers under which the insurer agrees to pay,  subject to certain  exclusions,
for any claim made  against  the  directors  and  officers  of the Company for a
wrongful act for which they may become legally  obligated to pay or for which we
are required to indemnify our directors and officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
         -----------------------------------

         Not applicable.
ITEM 8.  EXHIBITS.
         --------

EXHIBIT NO.            DESCRIPTION                                      LOCATION
---------------------  -----------------------------------------------  ---------------------------------------------
5.1                    Opinion of Kirkpatrick & Lockhart LLP re:        Provided herewith
                       legality
23.1                   Consent of Kirkpatrick & Lockhart LLP            Provided herewith (contained in Exhibit 5.1)
23.2                   Consent of Grant Thornton LLP                    Provided herewith
24.1                   Power of Attorney                                Provided herewith
99.1                   Consulting Agreement, effective October 1,       Provided herewith
                       2001, by and among the Company, Steven G.
                       Martin and Joshua B. Scheinfeld
ITEM 9.  UNDERTAKINGS.
         ------------

         (a)      The undersigned registrant will:

                  (1) File, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to:

                      (i)    Include any prospectus required by Section 10(a)(3)
of the Act;

                      (ii)   Reflect  in the  prospectus  any  facts  or  events
arising  after the  effective  date of the  Registration  Statement (or the most
recent  post-effective   amendment  thereof)  which,   individually  or  in  the
aggregate,  represent a fundamental  change in the  information set forth in the
Registration Statement.  Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was  registered)  and any deviation  from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus  filed  with  the  Commission  pursuant  to Rule  424(b)  if,  in the
aggregate,  the changes in volume and price  represent no more than a 20% change
in the  maximum  aggregate  offering  price  set  forth in the  "Calculation  of
Registration Fee" table in the effective registration statement;

                      (iii)  Include   any   additional   or  changed   material
information with respect to the plan of distribution not previously disclosed in
the  Registration  Statement or any material  change to such  information in the
Registration Statement;

                  PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the  Registration  Statement  is on Form S-3 or Form  S-8,  and the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the Registration Statement.

                  (2) For  purposes  of  determining  any  liability  under  the
Securities  Act,  treat  each  post-effective  amendment  as a new  registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

                  (3) File   a   post-effective   amendment   to   remove   from
registration  any  of the  securities  that  remain  unsold  at  the  end of the
offering.

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the  registration  statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial BONA FIDE offering thereof.
(c) The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus,  to each person to whom the prospectus is sent
or given, the latest annual report,  to security holders that is incorporated by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the  Securities  Exchange Act of
1934;  and,  where  interim  financial  information  required to be presented by
Articles 3 of Regulation S-X is not set forth in the prospectus,  to deliver, or
cause to be  delivered to each person to whom the  prospectus  is sent or given,
the latest  quarterly  report that is specifically  incorporated by reference in
the prospectus to provide such interim financial information.

         (d)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in Belmont, Massachusetts, on June ___, 2002.

                                     TSET, INC.

                                     By:
                                         ---------------------------------------
                                     Printed Name:     Daniel R. Dwight
                                     Title:            President and
                                                       Chief Executive Officer

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes  and appoints  Daniel R. Dwight,  his true and lawful
attorney-in-fact and agent, with full power of substitution and revocation,  for
him and in his name,  place and stead, in any and all capacities  (until revoked
in  writing),  to  sign  any  and  all  amendments   (including   post-effective
amendments)  to this  Registration  Statement  and to file  the  same  with  all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite  and  necessary to be done as fully for all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact  and agent, or his substitutes,  may lawfully do or cause to be
done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities  indicated,  which  together  constitute  a majority  of the board of
directors of the Company.
Date:    June ___, 2002                  By:
                                            ----------------------------------------------------
                                         Printed Name:     Daniel R. Dwight
                                         Title:            President and
                                                           Chief Executive Officer and Director

Date:    June ___, 2002                  By:
                                            ----------------------------------------------------
                                         Printed Name:     Richard A. Papworth
                                         Title:            Chief Financial Officer and Director

Date:    June ___, 2002                  By:
                                            ----------------------------------------------------
                                         Printed Name:     Richard F. Tusing
                                         Title:            Director

Date:    June ___, 2002                  By:
                                            ----------------------------------------------------
                                         Printed Name:     James P. McDermott
                                         Title:            Director

Date:    June ___, 2002                  By:
                                            ----------------------------------------------------
                                         Printed Name:     Erik Black
                                         Title:            Director

Date:    June ___, 2002                  By:
                                            ----------------------------------------------------
                                         Printed Name:     Charles D. Strang
                                         Title:            Director

Date:    June ___, 2002                  By:
                                            ----------------------------------------------------
                                         Printed Name:     Jeffrey D. Wilson
                                         Title:            Director
EXHIBIT LIST

EXHIBIT NO.            DESCRIPTION                                      LOCATION
---------------------  -----------------------------------------------  ----------------------------------------------
5.1                    Opinion of Kirkpatrick & Lockhart LLP re:        Provided herewith
                       legality
23.1                   Consent of Kirkpatrick & Lockhart LLP            Provided herewith (contained in Exhibit 5.1)
23.2                   Consent of Grant Thornton LLP                    Provided herewith
24.1                   Power of Attorney                                Provided herewith
99.1                   Consulting Agreement, effective October 1,       Provided herewith
                       2001, by and among Steven G. Martin and Joshua
                       B. Scheinfeld
EXHIBIT 24.1

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes  and appoints  Daniel R. Dwight,  his true and lawful
attorney-in-fact and agent, with full power of substitution and revocation,  for
him and in his name,  place and stead, in any and all capacities  (until revoked
in  writing),  to  sign  any  and  all  amendments   (including   post-effective
amendments)  to this  Registration  Statement  and to file  the  same  with  all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite  and  necessary to be done as fully for all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact  and agent, or his substitutes,  may lawfully do or cause to be
done by virtue hereof.
EXHIBIT 99.1

                              CONSULTING AGREEMENT

         This CONSULTING AGREEMENT ("Agreement") is made effective as of the 1st
day of October,  2001,  by and between  TSET,  Inc., a Nevada  corporation  (the
"Company") and Steven G. Martin and Joshua B. Scheinfeld, each a resident of the
State of Illinois (collectively "Consultant").

         WHEREAS, the Company is a publicly traded company engaged,  through its
wholly owned subsidiary,  Kronos Air Technologies,  Inc., in the business of the
development  and  commercialization  of  a  new  proprietary  air  movement  and
purification technology known as Kronos(TM) (the "Business");

         WHEREAS,  Consultant  has unique  experience,  knowledge  and skills in
order to enhance the operation of the Business;

         WHEREAS,  the Company  desires to obtain the  benefits of  Consultant's
experience  and know-how in connection  with the operation of the Business,  and
accordingly,  the Company has offered to engage  Consultant to render consulting
and advisory services to the Company on the terms and conditions hereinafter set
forth;

         WHEREAS,  Consultant  desires to accept such engagement upon such terms
and conditions hereinafter set forth.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained  herein,  and other good and valuable  consideration,  the receipt and
sufficiency of which are hereby  acknowledged,  the Company and Consultant agree
as follows:

1.   CONSULTING  TERMS  AND  DUTIES.  Upon the terms  and  conditions  set forth
     herein, the Company hereby retains and engages Consultant as an independent
     contractor,  and Consultant hereby accepts such retention and engagement as
     an  independent  contractor,   and  agrees  to  render  such  advisory  and
     consulting  services to the Company with respect to matters  pertaining  to
     the  Business  as shall be  specified  from  time to time by the  Company's
     President  and/or such other officer(s) as the Company's Board of Directors
     shall designate to have principal  responsibility  for the operation of the
     Business.

2.   TERM.  The  term of this  Agreement  shall be for 15  months  from the date
     hereof (the "Term").

3.   SERVICES AND COMPENSATION.

         (a) SERVICES.  Consultant  shall (i) advise the Company with respect to
operations,  executive employment issues, employee staffing,  strategy,  capital
structure  and other  matters  pertaining  to the Business as shall be specified
from time to time by the Company's President and/or such other officer(s) as the
Company's Board of Directors  shall  designate to have principal  responsibility
for the operation of the Business and (ii) assist in reviewing  and  negotiating
material transactions.
(b)  CONSULTING  FEES.  In   consideration   for  the  availability  of
Consultant  during the term hereunder and the services rendered pursuant to this
Agreement,  promptly  after the  execution of this  agreement,  the Company will
issue to Consultant as payment 360,000 fully paid and  non-assessable  shares of
Common Stock of the Company (the "Shares").

         (c) REIMBURSEMENT OF EXPENSES.  The Company shall reimburse  Consultant
for those  reasonable  and  necessary  out-of-pocket  expenses  which  have been
approved by the  President of the Company  prior to their  incurrence  and which
have been incurred by  Consultant  in connection  with the rendering of services
hereunder.  Any reimbursement to be made by the Company pursuant to this Section
shall be made  following  submission  to the Company by Consultant of reasonable
documentation of the expenses incurred.

         (d)  REGISTRATION.  The  Shares  issued  hereunder  shall  be  promptly
registered under an S-8 Registration  Statement.  In the event the Shares cannot
be included in an S-8  Registration  Statement then Consultant  shall be granted
customary piggyback registration rights with respect to the Shares.

4.       NONDISCLOSURE.

     4.1 NONDISCLOSURE OF CONFIDENTIAL INFORMATION.

         (a) Consultant  recognizes and acknowledges  that certain knowledge and
information  which  it has  acquired  or  developed  relating  to the  Business,
including its pricing and quotation techniques, costs, developments,  activities
or products of the Business or the business affairs of any Person doing business
with the Company,  such as, but not limited to, customer and vendor lists,  cost
and selling and service  prices for  specific  customers,  customers'  needs and
requirements,  and all  inventions,  ideas,  know how,  discoveries,  creations,
developments,   improvements,   designs,   patents  and  processes  so  acquired
(hereinafter  collectively  referred to as "Confidential  Information")  are the
valuable  property of the Company and shall be held by  Consultant in confidence
and trust for the sole benefit of the Company.

         (b) Consultant agrees not to use, disclose, divulge or publish, without
the prior written consent of the Company,  at any time during the term hereof or
thereafter for a period of not less than five (5) years following  completion of
the Term, any Confidential  Information.  Provided,  however,  that Confidential
Information shall not include (a) information which is known to the public or is
generally  known within the industry of  businesses  comparable  to the Business
(other  than as a result of  Consultant's  violation  of this  covenant)  or (b)
information which Consultant is required to disclose pursuant to law or order of
a court having jurisdiction over Consultant (provided that Consultant offers the
Company  an   opportunity  to  obtain  an   appropriate   protective   order  or
administrative relief against disclosure of such Confidential Information).

     4.2 PROPERTY OF THE BUSINESS.  All  memoranda,  notes,  lists,  records and
other documents or papers (and all copies thereof),  including such items stored
in computer  memories,  or microfiche or by any other means, made or compiled by
or on behalf of  Consultant  in  connection  with the rendering by Consultant of
consulting  services  hereunder,  or made available by the Company to Consultant
relating to the Business of the Company, are and shall be the Company's property
and shall be delivered to the Company promptly on the request of the Company.
4.3 RIGHTS AND REMEDIES UPON BREACH. If Consultant  breaches,  or threatens
to  commit  a  breach  of,  any of the  provisions  of  Section  4.1 or 4.2 (the
"Nondisclosure Covenants"),  the Company shall have the right and remedy to have
the  Nondisclosure  Covenants  specifically  enforced by any court of  competent
jurisdiction,  it being  agreed  that any  breach  or  threatened  breach of the
Nondisclosure  Covenants would cause irreparable  injury to the Company and that
money damages would not provide an adequate  remedy to the Company.  The Company
shall also have any other  rights and  remedies  available to it under law or in
equity.

     4.4 SEVERABILITY OF COVENANTS.  Consultant acknowledges and agrees that the
Nondisclosure  Covenants  are  reasonable  and  valid in scope  and in all other
respects.  If any court determines that any of the Nondisclosure  Covenants,  or
any  part  thereof,   is  invalid  or   unenforceable,   the  remainder  of  the
Nondisclosure  Covenants  shall not thereby be affected  and shall be given full
effect, without regard to the invalid portions.

5.       MISCELLANEOUS.

     (a)  NOTICES.  Any  notice or other  communication  required  or  permitted
hereunder  shall be in  writing  and  shall  be  delivered  personally,  sent by
facsimile  transmission  (with a copy also sent by another means herein provided
for), sent by certified,  registered or express mail, postage prepaid or sent by
reputable  air courier.  Any such notice shall be deemed given when so delivered
personally or sent by facsimile  transmission (with issuance by the transmitting
machine of a confirmation of successful  transmission) or, if mailed,  five days
after the date of deposit in the United States mail or, if sent by courier,  two
days after the date of deposit with much courier, addressed as follows:

          (i)   if to the Company, to:

                        a.  TSET, Inc.

                 333 South State Street, PMB 111
                 Lake Oswego, Oregon 97034
                 Telephone:        617-993-9980
                        b.  Facsimile:  617-993-9985

                        Attention:    Daniel R. Dwight

          (ii)  if to Consultant, to:

                        Steven G. Martin
                        222 Merchandise Mart Plaza, Suite 9-112
                        Chicago, Illinois 60654
          B.    Phone: 312-644-6644

                        Fax:  312-644-6244
Any party may change its address for notice  hereunder by notice to the
other party hereto given in accordance herewith.

     (b) ASSIGNABILITY.  This Agreement  shall not be assignable by either party
hereto  without  the prior  written  consent  of the other  party,  and any such
purported assignment shall be void AB INITIO.

     (c) GOVERNING LAW. The parties agree that this Agreement shall be construed
and  governed  in  accordance  with the  internal  laws of the State of Illinois
without giving effect to principles of conflicts of laws.

     (d) BINDING  EFFECT.  This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective heirs, legal representatives,
executors, administrators, successors and permitted assigns.

     (e) COUNTERPARTS.  This Agreement may be executed  simultaneously in one or
more  counterparts,  each of which shall be deemed an original  but all of which
together shall constitute one and the same instrument.

     (f) ENTIRE  AGREEMENT.  This Agreement  represents the entire agreement and
understanding  of the  parties  hereto  with  respect to the  matters  set forth
herein.  This  Agreement   supersedes  all  prior   negotiations,   discussions,
correspondence,  communications,  understandings and agreements between parties,
written  or  oral,  relating  to the  subject  matter  of this  Agreement.  This
Agreement may be amended,  superseded,  cancelled,  renewed, or extended and the
terms hereof may be waived,  only by a written  instrument signed by the parties
hereto or, in the case of a waiver, by the party waiving compliance.

     (g) WAIVERS.  No delay on the  part of any party in  exercising  any right,
power or privilege  hereunder shall operate as a waiver  thereof.  Nor shall any
waiver on the part of any party of any such right, power or privilege hereunder,
nor any single or partial exercise of any right,  power or privilege  hereunder,
preclude  any other or further  exercise  thereof or the  exercise  of any other
right, power or privilege hereunder.

     (h) HEADINGS.  The headings in this Agreement are  inserted for convenience
only and are not to be considered in the  interpretation or  construction of the
provisions hereof.

     (i) DEFINITIONS OF "PERSON".  As used herein,  the term "Person" shall mean
any individual, corporation, partnership, limited liability company, firm, joint
venture,  association,  joint-stock company, trust, unincorporated organization,
governmental or regulatory body or any political subdivision thereof.

     IN WITNESS  WHEREOF,  the Company and Consultant have signed this Agreement
as of the day and year written above.
COMPANY:

         TSET, Inc.

         /s/ Daniel R. Dwight
         By: Daniel R. Dwight
         Its: Chief Executive Officer

CONSULTANT:

         /s/ Steven G. Martin
         Steven G. Martin

         /s/ Joshua B. Scheinfeld
         Joshua B. Scheinfeld
KIRKPATRICK & LOCKHART LLP                         1800 Massachusetts Avenue, NW
                                                   Second Floor
                                                   Washington, DC  20036-1221
                                                   202.778.9000
                                                   www.kl.com

                                   EXHIBIT 5.1

June 24, 2002

TSET, Inc.
464 Common Street, Suite 301
Belmont, Massachusetts 02478

RE:      TSET, INC. (THE "CORPORATION")
         REGISTRATION STATEMENT ON FORM S-8 (THE "REGISTRATION STATEMENT")

Gentlemen:

We have  acted as special  counsel to the  Corporation  in  connection  with the
preparation of the Registration Statement filed with the Securities and Exchange
Commission  pursuant to the Securities Act of 1933, as amended (the "1933 Act"),
relating  to  the  proposed  public  offering  of up to  360,000  shares  of the
Corporation's common stock, par value $0.001 per share (the "COMMON STOCK").

We are  furnishing  this  opinion to you in  accordance  with Item  601(b)(5) of
Regulation S-K  promulgated  under the 1933 Act for filing as Exhibit 5.1 to the
Registration Statement.

We are  familiar  with the  Registration  Statement,  and we have  examined  the
Corporation's   Certificate   of   Incorporation,   as  amended  to  date,   the
Corporation's  Bylaws,  as amended to date,  and minutes and  resolutions of the
Corporation's  Board of Directors and  shareholders.  We have also examined such
other  documents,  certificates,  instruments  and corporate  records,  and such
statutes,  decisions  and  questions  of  law as we  have  deemed  necessary  or
appropriate for the purpose of this opinion.

Based upon the foregoing,  we are of the opinion that the shares of Common Stock
to be  sold  by  the  Selling  Stockholders  (as  defined  in  the  Registration
Statement)  to the public,  when issued and sold in the manner  described in the
Registration  Statement (as  amended),  will be validly  issued,  fully paid and
non-assessable.

We  hereby  consent  to  the  filing  of  this  opinion  as an  Exhibit  to  the
Registration Statement and to the use of our name in the Prospectus constituting
a part  thereof in  connection  with the  matters  referred to under the caption
"Legal Matters."

Very truly yours,

/s/ Kirkpatrick & Lockhart LLP

KIRKPATRICK & LOCKHART LLP
MI - 130238.1
                                  Exhibit 23.1

Consent of Independent Certified Public Accountants
---------------------------------------------------

We have  issued our report  dated  October 8, 2001  accompanying  the  financial
statements of TSET,  Inc.  appearing in the 2001 Annual Report of the Company to
its  shareholders  on Form  10-K for the year  ended  June 30,  2001  which  are
incorporated by reference in this Registration Statement on Form S-8. We consent
to  the  incorporation  by  reference  in  the  Registration  Statement  of  the
aforementioned report.

/s/ Grant Thornton LLP

Portland, Oregon
June 19, 2002