LETTER OF APPOINTMENT

	Party A:	Guang Zhou Research Institute
			for Utilization of Reclaimed
			Resources

	Party B:	Canadian Rebound Rubber Corp.

	Chinese Guang Zhou Research Institute for Utilization
of Reclaimed Resources, legally registered in China, is a
research centre for the renewal and utilization of discarded
and waste resources responsible for, on national, provincial
as well as municipal levels, undertakings respect the renewal
and utilization of discarded and waste resources.  This
institute, recognized nationally and internationally, has
had outstanding technological achievements in the renewal of
waste vulcanized rubber, has bred leading high tech talents
in this particular field, and commands authority within the
domestic and international academic circles.

	The Canadian Rebound Rubber Corp. specializes in
environmental protection technology research and development,
"three wastes" multiple utilization technology development,
environmental protection engineering design, construction
and scientific and technological information.

	Parties A and B, pursuant to friendly consultation
conducted in Guangzhou in March, 1997, reached and
understanding.  As early as possible, utilizing their
respective technological advantages both parties shall
promote the applications of Party A's technological
achievements in the area outside China, convert the same
into production power, generate wealth for mankind and
in accordance with the same, make the following terms and
conditions to be jointly observed.

	ONE
Party A appoints Party B to promote, in the market
outside China, the applications of its two national
level technological achievements namely, the technology
concerning the activation and transmutation of rubber
powder and rubber renewal technology, and the resulting
economic benefits shall be shared 70% by Party A and 30%
by Party B.

	TWO
Should Party A be able to, with the assistance of Party B,
successfully develop technology "employing coarse grained
(10-28 mesh) waste vulcanized rubber for the manufacture
of desulphurized and modified rubber", then the related
technological achievements shall be assigned to Party B
for promotion in the area outside China and all resulting
economic benefits derived shall be shared 60% by Party A
and 40% by Party B.

	THREE
If, in spite of the assistance of Party B and despite of
its best efforts, Party A is unable to successfully develop
the technology "employing coarse grained (10-28 mesh)
waste vulcanized rubber in the manufacture of desulphurized
and modified rubber", and there is shortage of funding,
Party B shall provide additional financial assistance in
order to secure success.  Division of economic benefits
derived subsequently therefrom shall be separately
determined by further consultation.

	FOUR
During the appointment of Party B by Party A, should
Party A reach new findings with regard to the utilizations
of reclaimed rubber, similarly Party B may proceed in the
area outside China to promote applications thereof and the
resulting economic benefits shall be determined by further
consultation.

	FIVE
All rights and title to the above technologies are the
property of Party A.  Should Party B during its promotion
of Party A's technological achievements in the area outside
China, encounter practical application problems Party A
shall be responsible for providing problem resolutions,
however, travel, food, and lodging expenses of Party A's
technical staff sent abroad shall be the responsibility of
Party B.

	SIX
This agreement shall be in four copies (four in Chinese
and four in English language).  Both parties shall retain
two copies in Chinese and two in English.

	SEVEN
The Chinese copy shall prevail as the standard for this
agreement.


Party A:	Guang Zhou Research Institute for
		Utilization of Reclaimed Resources


/s/LI XING RU
--------------------		seal
Authorized Signatory



Party B:	Canadian Rebound Rubber Corp.


/s/ D. ELROY FIMRITE
--------------------		seal
Authorized Signatory


				March 12, 1997