EXHIBIT 10(A) - MATERIAL CONTRACTS
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                                 LOAN AGREEMENT


1.   BORROWER:  Metal Recovery  Technologies,  Inc. (MRTI)  (hereinafter  called
     "Borrower"), a Delaware corporation.

2.   LENDER (hereinafter called "Lender")

3.   AMOUNT:  a loan not exceeding US ( US Dollars) to assist MRTI (Borrower) to
     finance its subsidiary MRIUS, Inc.

4.   SECURITY:

         a)   The borrower will grant to the lender a first secured  interest in
              100% of the share  capital of its  subsidiary  MRI(US),  Inc.  The
              borrower will provide the share  certificate  of its subsidiary to
              the lender together with a signed transfer of its 100% interest in
              the shares of its subsidiary prior to any loans being made.

         b)   The borrower will, upon receipt of any loan from the lender, enter
              into a loan agreement with its subsidiary MRI(US), similar to this
              agreement.  The subsidiary,  MRI(US) will have loan obligations to
              its parent company equal to those of MRTI to the lender. MRTI will
              as part of this  agreement  assign the rights to collect such loan
              to the  lender  with the  express  purpose  of giving the lender a
              secured interest in the assets of the subsidiary MRI(US), Inc.

5. DRAWDOWN:  Drawdown to be denominated in US Dollars and to be in such amounts
as are  agreed  from time to time the Lender and the  Borrower  (subject  to the
maximum herein before  specified).  Each drawdown shall be treated as a separate
advance and shall be repayable  not later than twelve (12) months after the date
of drawdown of such particular advance.

6.   INTEREST:

          a) The interest rate for each advance shall be 10% per annum and shall
          be deemed to accrue from day to day.

          b) Interest shall be payable annually, on the anniversary hereof.

          c) Any interest period which would otherwise  terminate on a day which
          is not a business day shall be extended to the next following business
          day.

          d) Interest will be calculated on the basis of a 365-day year.

          e) Overdue  advances  will be rolled  over on a day to day basis after
          the maturity date following  which interest will be charged at 12% per
          annum.

7.   NOTICE OF  DRAWDOWN:  The  Borrower  shall give at least 24 hours notice of
     drawdown  in writing or by telefax  which shall be  irrevocable  unless the
     Lender agrees otherwise.

8.   PAYMENTS:  All payments by the Borrower of principal  and interest  will be
     made no later than 11 a.m. on the day on which repayment should be effected
     to an account specified by the Lender.

9.   WARRANTIES: The Borrower warrants that:

         a) It has the power to borrow and its subsidiary MRI(US),  Inc. has the
         power to borrow and has taken all  necessary  action to  authorize  the
         borrowing upon the terms and conditions of this loan agreement and that
         drawings made hereunder will not exceed authorized limits.

         b) It is  not  in  default  under  any  agreement,  document  or  other
         obligations  where such default might have a material adverse affect on
         its business, assets or trading conditions taken as a whole.

         c) It has  obtained all  necessary  consents to the  borrowing  and the
         borrowing will not constitute a breach of any restrictions contained in
         its by-laws of certificate and incorporation.

         d) The  acceptance of this offer by the Borrower  constitutes a legally
         binding  obligation on the Borrower  enforceable in accordance with its
         terms  and  there are no  actual,  pending  or  threatened  actions  or
         proceedings   that  may  materially   adversely  affect  its  financial
         condition or operation.

These  warranties  are  deemed to be given in respect  of each  drawdown  of the
facility hereby granted.

10.  TERMINATION: The Lender shall have the right to terminate this facility and
     demand repayment of advances and payment of accrued interest if:

          a) the Borrower makes any default in any payments hereunder;

          b) any advance to the  Borrower  becomes  repayable  at a date earlier
          than its normal due date;

          c) the warranties prove inaccurate in a material way; or

          d) a default as specified in clause 11 shall occur.

11.  COVENANTS:  The Borrower  hereby  covenants and undertakes  with the Lender
     that until all amounts  whether in respect of  principal or interest due or
     to become due under this facility have been paid in full to the Lender:

          a) to furnish to the  Lender as soon as  practicable  and in any event
          not  later  than 90 days  after the  close of each  annual  accounting
          period a copy of its audited consolidated accounts for each period;

          b) to furnish to the  Lender as soon as  practicable  and in any event
          not later  than 45 days after the close of each  quarterly  accounting
          period  a copy of its  management  accounts  together  with  quarterly
          management reports;

          c) not to enter into any transaction  which in the reasonable  opinion
          of the Lender would or might materially adversely affect its business,
          property,  assets,  operation,  financial  condition or the Borrower's
          ability to perform its obligations hereunder; or

          d) will not  amend  its  corporate  charter  in a manner  which in the
          reasonable  opinion of the Lender would be prejudicial to the interest
          of the Lender.

          e) not to use any of the loaned  funds for any purpose  other than for
          investment in its subsidiary MRI(US),  Inc. Under no circumstances are
          any of the  funds  to be  invested  in  Malvy  Technology,  or for the
          repayment of any  liabilities the corporation has to Jack Alexander to
          redemption  of A Preference  shares or payments to entities  connected
          with Jack Alexander or any other obligations of the corporation.

          f) will retain corporate separation of the MRI(US) subsidiary and will
          not permit  guarantees,  cross  guarantees  or any other  confusion to
          occur which would give rise to any  creditors of MRTI having any claim
          over the assets of MRI(US), Inc.

12.  EVENTS OF  DEFAULT:  Each of the  following  shall  constitute  an event of
     default:

          a) If the  Borrower  defaults in the  repayment  of the  principal  or
          interest due on the advances and such default  continues  for five (5)
          business days after notice.

          b) If any  indebtedness  or  obligation of the Borrower for payment of
          borrowed  money  becomes due and payable and is demanded by the lender
          thereof  prior to the  specified  maturity  date  thereof,  due to any
          default on the part of the Borrower or is otherwise not paid when due.

          c) If any  representation  or warranty made by Borrower proves to have
          been materially untrue and inaccurate.

          d) Borrower files a voluntary petition for relief under any chapter of
          the U.S.  Bankruptcy  Code, or under any state debtor's act law, or if
          such a petition is filed against  Borrower  under the Code or any such
          law and is not stayed or dismissed within 30 days.

          e) If the  Borrower  ceases  or  threatens  to  cease  to carry on its
          business or any part  thereof or changes the nature of its business or
          any part thereof  material to the Borrower  which would in the opinion
          of the Lender  affect its ability to discharge its  commitments  under
          this facility.

          f) If any  distress,  execution,  sequestration  attachment  or  other
          process is levied or enforced  upon or sued out  against the  Borrower
          for an amount in excess of  $25,000  and is not  discharged  or bonded
          within seven days.

          g) If the Borrower enters into any arrangement or composition with its
          creditors.

          h) If  encumbrances  take  possession  of or a receiver  or trustee is
          appointed over any material portion of the assets of the Borrower.

          i) If in the  opinion of the Lender  there has  occurred a material or
          adverse change in circumstances  affecting the Borrower which would in
          the  Lender's  sole  opinion  affect the  ability of the  Borrower  to
          discharge its commitments under this facility.

          j) The Lender  reserves the right to review or revoke the  maintenance
          of this facility herein contained should further information  material
          to the  facility  and  which  might  be  prejudicial  to the  Lender's
          interest become available.

13.  CONVERSION OPTION:

          a) The Lender shall on the  occasion of each  drawdown of the facility
          have the option of subscribing  for common shares of the Borrower at a
          conversion  price  of one  share  for  each  $___ of  loan  previously
          advanced  or to be  advanced,  which  price  shall be paid by reducing
          Borrower's  then  outstanding  indebtedness  to  Lender,  as set forth
          below.

          b) The said  option may be  exercisable  at any time during the period
          when this facility  shall remain extant or the  indebtedness  incurred
          hereunder shall remain outstanding and unpaid.

          c) The said  option may be  exercised  by notice in  writing  from the
          Lender  to the  Borrower  to that  effect  specifying  the  amount  of
          advances to be paid by issuance to Lender of shares of common stock of
          the Borrower.

          d) Such shares  shall be issued  pursuant to  Regulation S of the U.S.
          Securities  and  Exchange  Commission,  and  subject  to all terms and
          conditions thereof.



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14.  NOTICES:

The address of the Borrower for purposes of serving all notices  hereunder shall
be the address set forth above,  unless and until  Borrower  notifies  Lender of
another address by written notice given by certified U.S. mail, postage prepaid,
return receipt requested.

Should  the terms and  conditions  of this  offer be  acceptable  to you  please
evidence your acceptance by signing the form of acceptance  endorsed on the copy
of this letter enclosed and returning it to us together with:

          1) Certified copy of the Certificate of Incorporation of the Borrower.



Yours faithfully,



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Accepted:  Metal Recovery Technologies, Inc.            For and on behalf of



By:  ___________________________

Dated:  ________________________