THE TECHNOLOGY OF THE ACTIVATION AND
TRANSMUTATION OF RUBBER POWDER (INCLUDING
ACTIVATORS AND MODIFIERS SYNTHETIC TECHNOLOGY),
AND THE TECHNOLOGY OF RUBBER RENEWAL
(INCLUDING RENEWAL AGENTS SYNTHETIC TECHNOLOGY)

AGREEMENT ON THE TRANSFER OF TECHNOLOGICAL
ACHIEVEMENT


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

	Party B:	Canadian Rebound Rubber Corp.

SUMMARY

	Guang Zhou Research Institute for Utilization of
Reclaimed Resources was approved for establishment by Guangzhou
Municipal Registration Council at the end of 1979 as an all
purpose people's enterprises unit.  Its main scope of research
is the renewal and utilization of waste organic  macromolecular
materials (such as waste rubber, waste plastics, waste chemical
fibres), and multiple-utilization research and development, so
as to broaden new resources for the nation and eliminate
environmental pollution.  With the last 10 or so years since
the organization's establishment, supported by many, this
institute has developed into a multi-disciplined, multi-operation
joint research centre for waste macromolecular compounds and
materials.  It has unified its operations combining technology
and commerce as one, enjoying certain influence domestically as
a scientific research institute and is recognized nationally and
internationally as having had outstanding achievements in the
renewal and utilization of waste rubber.

	The Canadian Rebound Rubber Corp. specializes in
environmental protection technology research and development,
"three wastes" multiple utilization technology development,
high engineering, construction and other trades.

	Parties A and B, on the basis of equality, mutual
benefit, and sincere and friendly joint cooperation, make
the following terms and conditions to be jointly observed.


TERMS AND CONDITIONS

ONE, Party A's Responsibilities

1.	Party A provides to Party B the research achievements
of the four technologies:  the technology concerning the
activation and transmutation of rubber, activators and modifiers
synthetic technology, emulsified rubber renewal technology,
and renewal agents synthetic technology for Party B's sue
for production purposes.  Party A guarantees that the quantity
and the quality of activated and transmutated  rubber powder
meet the nation's "Eight Five" technology task force's
requirements and the quality and quantity of the renewed
rubber meet the prescribed standards indicated by the
technology assurance manual.  (for detailed measurement
indicators see attached technology assurance manual).
2.	Party A will provide to Party B production line
technological processes, model names and model numbers of
major equipment and apparatuses, major manufacturers,
and is responsible for equipment installation and production
adjustment trials.
3.	Party A will provide training and testing of key
technology staff and quality assurance staff, without
additional payment for such training.  However, trainees
shall be responsible for own travel, food
and lodging expenses.
4.	In order to protect the economic interest of
Party B subsequent to its agreement to the technological
achievements transfer, Party A will not within the production
territory of Party B transfer or assign related
technological achievements.

TWO, Party B's Responsibilities

1.	Party B provides to Party A a transfer fee for
the achievements of the four technologies:  US $500,000
(US $100,000 for the technology of the activation and
transmutation of rubber powder, US $250,000 for activators
and modifiers synthetic technology, US $50,000 for rubber
renewal technology, and US $100,000 for renewal agents
synthetic technology).  Upon the Contract taking effect
when executed and sealed, payment shall be made to the
account of Party A by three installments, the first payment,
the sum of US $170,000, before April 13, 1997, the second
payment, the sum of US $170,000, before July 13, 1997
and the third payment of US $160,000 before
October 13, 1997.
2.	Party B is responsible for constructing plant,
plant facilities and acquisition of specialized equipment,
apparatuses management, technological staff and
production workers.
3.	During Party B's construction and trial productions,
engineering technologists sent by Party A to assist Party B
during these processes shall have their travel, food and
lodging expenses covered by Party B.
4.	Party B shall only have the right to utilize the
four technologies:  the technology of the activation and
transmutation of rubber powder, activators and modifiers
synthetic technology, rubber renewal technology
and renewal agent synthetic technology and may not assign
or transfer
such technology.

THREE

Upon signing, sealing and giving effect to the
Agreement, Parties A and B shall strictly comply with
each and every term of the Agreement.  Party which
contravenes the same shall compensate the other forall
economic losses.


FOUR

	This Agreement shall be in four copies
(four in Chinese and four in English).
Parties A and B shall retain two copies in
Chinese and two copies in English.

FIVE

	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
-------------------------------
Authorized Sigantory

					seal
/s/ MICHAEL PINCH
------------------------------
Authorized Signatory
						March 12, 1997


TRANSFER OF TECHNOLOGICAL ACHIEVEMENT AGREEMENT
CONCERNING
THE TECHNOLOGY OF THE ACTIVATION AND TRANSMUTATION
OF RUBBER
POWDER (INCLUDING ACTIVATORS AND MODIFIERS
SYNTHETICTECHNOLOGY), AND THE TECHNOLOGY OF
RUBBER RENEWAL (INCLUDING
RENEWAL AGENTS SYNTHETIC TECHNOLOGY)

				ADDENDUM

	Since executing on March 12, 1997 the Technological
Achievement Transfer
Agreement concerning the technology of the activation and
transmutation of rubber powder
(including activators and modifiers synthetic technology),
and the technology of rubber
renewal (including renewal agents synthetic technology), and
during the ensuing implementation
period of more than a year, both parties have determined to
add related terms to the Agreement.
The President, Mr. Elroy Fimrite, of Canadian Rebound Rubber
Corp. (Party B) and Guang Zhou
Research Institute for Utilization of Reclaimed Resources
(Party A), after friendly consultation
conducted in Guangzhou during the period from November 23 to
25, 1998, jointly added and
Addendum to the said Agreement on the Transfer of Technological
Achievements respecting
the Technology for the Activation and Transmutation of Rubber
Powder (including Activators
and Modifiers Synthetic Technology).  This Addendum is an
addition to and forms
part of the original Agreement, and shall be implemented in
conjunction thereof.

	Content of the Addendum to the Agreement is as follows:

1.	In order to protect the economic interest of the Canadian
Rebound
 Rubber Corp. (Party B) subsequent to its agreement to the
transfer of
technological achievements, Guang Zhou Research Institute for
Utilization of Reclaimed Resources (Party A) shall not transfer
related
 technology with North America.  That is, Party B, within North
America,
holds exclusivity on the application of the technology
transferred by
Party A including the technology of the activation and
transmutation of
rubber powder (containing activators and modifiers synthetic
technology)
and rubber renewal technology (containing renewal agent
synthetic
 technology).
2.	Party B has made transfer payment in full for the right
to utilize,
 within North America, the technology transferred by Party A
and is not
required to make any other additional payment to Party A.

This  Addendum upon taking effect after signing and sealing
by both
 parties,
shall be carried out jointly with the original Agreement.  This
Addendum
 has four originals (four each in Chinese and English languages).
A and B each has two copies in Chinese and two copies in English.

	The Chinese copy shall prevail as the standard for this
Agreement.


Party A:  Guang Zhou Research Institute for Utilization
Party B:	Canadian Rebound Rubber Corp.of Reclaimed
Resources.

	(signed and sealed) 			(signed and sealed)
						November 28, 1998