Exhibit 10.7

                          TECHNICAL SERVICES AGREEMENT
                          ----------------------------

THIS  AGREEMENT  is  made  as  of  the  2  day  of  October,  2000

BETWEEN:

               PLANET EARTH  MANAGEMENT  INC., a corporation  duly  incorporated
               pursuant  to the laws of Yukon  Territory  having  its  principal
               place of business at 54 Mill Street West, Milverton,  Ontario N0K
               1M0

               (hereinafter referred to as "PEM")

                                                               OF THE FIRST PART

AND:

               HAMILTON BIO  CONVERSION  INC., a corporation  duly  incorporated
               pursuant  to the laws of Province of Ontario and having an office
               at 2380 Brampton Street, Hamilton, Ontario L8E 5V9

               (hereinafter referred to as "NEWCO")

                                                              OF THE SECOND PART

WHEREAS:
A.          NEWCO  is  the  licensee  of  a  certain technological  process (and
certain  patents,  know-how,  trade  secrets  and  trade  names) relating to the
digestion  of  biodegradable  waste,  which  technological  process  is  called
"Thermophilic Aerobic Digestion Process for Producing Animal Nutrients and other
Digested  Products",  and  which  technological  process  is described in patent
number  US 5810903 and CDN patent application number 2184044 (such technological
process  together with the related trade secrets, know-how and trade names being
hereinafter  collectively  referred  to  either  as  the  "Process");

B.               PEM  has  significant  know-how  concerning  the  design,
construction,  operation  and  maintenance  of  industrial  process  plants that
utilize the Process, hereinafter referred to as "Plants".  PEM also has know-how
concerning  the  procurement  and contracting for organic waste supplies for the
Plants;

C.               NEWCO  intends  to utilize the license referred to in Recital A
and  to  construct  and  operate  a Plant that uses the Process.  NEWCO requires
technical  support  for  operating  the  Process  and  Plant;


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D.               PEM  wishes  to  provide  NEWCO  with  ongoing  technical  and
operations  support  for  operating  the  Plant;

NOW  THEREFORE  THIS  AGREEMENT  WITNESSES  that  in consideration of the mutual
exchange  of  promises  as  set  out  below the parties agree hereto as follows:

1.   DEFINITIONS

     Where used herein or in any amendments or Schedules  hereto,  the following
     terms shall have the following meanings:

     "END PRODUCT  PURCHASERS" means the legally  contracted direct purchaser of
     products (feed or fertilizer base materials) from the Plant;

     "FORCE  MAJEURE  CAUSE" has the meaning as defined in Section 3.5.1 to this
     Agreement;

     "NEWCO" has the meaning as defined on the first page of this Agreement;

     "PROCESS"  means the  patented  Thermo  Master(TM)  Process as described in
     Patent numbers US 5810903 and CDN Patent Application Number 2184044;

     "PERSONNEL MANUAL" means the manual setting out policies and procedures for
     the staff of the Plant, including matters specifically related to the Plant
     and its proper  function  and  locally  mandated  policies  or  regulations
     related to the jurisdiction in which the Plant is located;

     "PLANT" means a plant designed and built for the recycling of organic waste
     into either animal feed or fertilizer  ingredients to be constructed  using
     TTTI's Process;

     "QUALITY  ASSURANCE MANUAL" means a manual of information and procedures to
     be followed  within the Plant to monitor and ensure the proper  function of
     systems and the production of end product according to specified standards;

     "SERVICES" means services described in Section 2 of this Agreement;

     "WORK" means the scope of services,  materials and other things provided by
     PEM to NEWCO under this Agreement.

2.   SCOPE OF WORK

2.1  Ongoing Operations Services

     2.1.1 Review Plant Operation Reports

          PEM will  perform the  following  Work  related to the review of plant
          operation reports:

          (a)  Provide bi-weekly review of operating reports and quality control
               records for incoming and processed materials;


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          (b)  Monthly  reviews of accounts  to ensure the proper and  effective
               operation of the accounting system; and

          (c)  Monthly  reports to NEWCO on the Plant  operations that highlight
               operational,  administrative  and  financial  performance  of the
               Plant.

     2.1.2 Regular Plant Inspections

          PEM  will  perform  the  following   Work  related  to  regular  plant
          inspections:

          (a)  Visit to Plant on a monthly basis for onsite review;

          (b)  Inspect plant conditions and observe operation of the Plant;

          (c)  Review quality of incoming waste and outgoing product;

          (d)  Assess capability and knowledge of Plant staff; and

          (e)  Prepare report with findings of inspection and observations.

     2.1.3 Process Optimization

          PEM will assist  NEWCO to  optimize  operating  revenues  and costs of
          operation, such assistance to include:

          (a)  Optimize Product Revenue

          (b)  Optimize Tipping Fee Revenue

          (c)  Optimize Utilities Costs

          (d)  Optimize Environmental Disposal Costs

          (e)  Optimize Labour Costs

          (f)  Optimize Off-spec Product Claims

     2.1.4 Process and Equipment Operation Problems

          PEM will  provide  the  following  services  related  to  process  and
          equipment operation problems:

          (a)  Trouble shooting assistance to Plant administrators;

          (b)  Trouble shooting assistance to Plant operators;

          (c)  For minor problems, provide problem diagnosis and advice over the
               telephone; and


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          (d)  For major problems, provide onsite problem review and advice.

2.2  Engineering Assistance

     2.2.1 Process and Equipment Operation Problems

          PEM will  provide  the  following  services  relating  to process  and
          equipment operation problems:

          (a)  Provide  technical  evaluation  of  problems,   including  onsite
               measurements and testing as required; and

          (b)  Prepare report on problems with recommendations for correction.

     2.2.2 Technical Assistance for Minor Plant Design Changes

          PEM  will  provide  the  following   services   related  to  technical
          assistance for minor plant design changes:

          (a)  Review suggested plant design changes with Plant;

          (b)  Gather  information  on proposed  changes  and prepare  technical
               report evaluating the changes proposed; and

          (c)  Assist Plant with engineering design for making the changes.

2.3  Training

     2.3.1 General Training

          PEM will provide the following services related to general training:

          (a)  Assess capability and knowledge of Plant staff;

          (b)  Provide refresher training for plant supervisors,  such refresher
               training to include, as required:

               -    How to supervise employees;

               -    Maintaining employee records;

               -    How to train employees;

               -    Plant process knowledge;

               -    Plant equipment operations knowledge;

               -    Biological process knowledge; and


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               -    Quality control practices.

          2.3.2 Operation Manuals

               PEM will  provide the  following  services  related to  operation
               manuals:

          (a)  Review and recommend  changes to operating manuals for the Plant;
               and

          (b)  Update process  schematics and layout  drawings for the Plant, as
               required.

2.4  Personnel Manual

     PEM will review and recommend  changes to the Personnel Manual for Plant to
     suit local conditions.

2.5  Quality Assurance

     PEM will perform the following services related to quality assurance:

     2.5.1Perform routine  (internal)  audits and prepare reports on any quality
          assurance program undertaken in the Plant;

     2.5.2Review and recommend  revisions to Plant's Quality Assurance Manual as
          required;

     2.5.3 Review correspondence and complaints from End Product Purchasers;

     2.5.4 Identify potential problem areas based on reports received; and

     2.5.5 Prepare recommendations for corrective action.

2.6  Review of Financial Performance

     PEM will  perform the  following  services  related to review of  financial
     performance:

     2.6.1 Review of accounting and financial reports prepared by Plant;

     2.6.2Make  recommendations  concerning the  preparations  of these reports;
          and

     2.6.3Make  recommendations  concerning the administration and management of
          the Plant.

3.   PERFORMANCE OF THE WORK

     PEM will  perform the Work in a workman  like manner in  accordance  to the
     normal   standards  of  skill  and   competence   employed  by   management
     consultants,  in the waste industry.  The Work will be performed diligently
     and continuously with the required  complement of competent personnel so as
     to achieve the required schedule for the Work.


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3.1  Reasonable Notice

     NEWCO  will,  as far as  possible,  provide  adequate  notice to PEM of any
     special  requirements  or schedules  for Services or meetings at the Plant.
     Failure to provide adequate notice will be an acceptable reason for PEM not
     meeting NEWCO requirements.

3.2  Information Supplied to PEM

     PEM will be entitled to rely on information  provided by NEWCO,  unless the
     contrary  is  specifically  stated  in  writing  when such  information  is
     provided. Where NEWCO has information that is required by PEM for the Work,
     such  information  will be provided in a suitable form to PEM without undue
     delay.

3.3  Conflicts of Interest

     PEM, its agents,  employees or Subconsultants will take all steps to ensure
     avoidance  of all  conflicts  of interest  between any of their  individual
     interests and those of NEWCO.

3.4  Subconsultants

     3.4.1PERI is at liberty to employ  sub-consultants and any others necessary
          to  discharge  its  obligations  under  this  Agreement.  PEM  will be
          permitted to employ Local Subconsultants, including but not limited to
          engineers,  accountants,  operating specialists, training specialists,
          environmental   consultants,    security   consultants   and   similar
          consultants.

     3.4.2PEM will  negotiate  and issue  subcontracts  for the  Subconsultants'
          services  that  include  all  necessary   requirements   for  secrecy,
          protection of proprietary knowledge,  insurance and other requirements
          specified by NEWCO.

3.5  Force Majeure

     3.5.1PEM's  performance  of any of the  obligations  hereunder,  other than
          financial,  may be delayed or suspended while, but only so long as PEM
          is  prevented  from  performance  by any cause,  except lack of funds,
          beyond  its  reasonable  control  ("Force  Majeure  Cause").  For  the
          purposes of this paragraph,  a labour dispute is beyond the reasonable
          control of PEM if, in their judgement, settlement of the dispute would
          not be compatible with its best interests. PEM will immediately report
          to NEWCO  any  information  relating  to any  labour  demands,  labour
          disputes, labour trends, pending or ongoing labour negotiations or any
          other problems that may affect the Work and its performance.

     3.5.2PEM will give NEWCO notice of any Force  Majeure Cause within 24 hours
          after the  occurrence  of any Force  Majeure Cause in respect of which
          PEM intends to claim entitlement to either a suspension in performance
          or delay in  completion  of any of the Work.  PEM will  promptly  give
          notice to NEWCO on conclusion of the force majeure cause.


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3.6  Independent Contractor

     PEM  is  an   independent   Contractor   with  respect  to  all  the  Work.
     Notwithstanding  NEWCO's  rights of consent or approval as provided in this
     Agreement,  PEM has the complete control,  supervision and direction of the
     method and manner of  obtaining  the  required  results  for any project or
     Work.

4.   COMPENSATION

4.1  Monthly Fee for Basic Services

     NEWCO will pay PEM a fixed monthly fee of $10,000.00 (TEN THOUSAND DOLLARS)
     for providing the Services.

4.2  Reimbursable Costs and Flat Rate Charges for Extra Work

     Where additional  services are requested beyond PEM's normal scope of work,
     NEWCO will pay PEM for all such  additional  Services based on PEM's hourly
     rates and will pay PEM for all  reimbursable  costs and flat rate  charges,
     including, but not limited to the following:

     4.2.1 Services by PEM Employees

          NEWCO will reimburse PEM as and when invoiced for:

          Technical and other services will be charged at:

          (a)  hourly calculated according to the following formula:

               Hourly Rate = Gross Annual Salary 2000 x 2

          (b)  timesheets  will  be  provided  by PEM  with  PEM's  invoices  to
               substantiate the invoiced amounts and services provided;

     4.2.2 Services by PEM Contract Employees

          NEWCO will reimburse PEM as and when invoiced for:

          Where  contract  employees  are employed by PEM for the Work and their
          normal place of work is in PEM's  offices,  PEM will invoice NEWCO for
          the services  performed  by the  contract  employees at a rate that is
          equivalent  to the hourly rate  charged for an existing  staff  member
          with similar  qualifications  and experience.  If there are no similar
          staff members to draw a comparison against, contract employees will be
          charged  out at the hourly rate paid to the  contract  employee by PEM
          plus a 30% mark-up.

          Timesheets  will be provided with PEM's invoices to  substantiate  the
          invoiced amounts and services provided.


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     4.2.3 Reimbursable Subcontracts

          NEWCO will reimburse PEM as and when invoiced for:

          (a)  The cost of Local  Subconsultants  and Specialist  Subconsultants
               for feasibility studies and special technical advisory services;

          (b)  The  cost  of  graphic  artists  services,  special  photography,
               typesetting and advertising incidental to the Work;

          (c)  In addition to the costs and flat rate charges for Subcontractors
               and  Subconsultants,  PEM shall be entitled to and paid a mark-up
               of 15% on such  reimbursable  costs  and  flat  rate  charges  to
               compensate PEM for office services, administration,  handling and
               carrying costs; and

          (d)  Copies of  invoices  will be  provided  with  PEM's  invoices  to
               substantiate the invoiced amounts and scope.

     4.2.4 Reimbursable Expenses

          NEWCO will pay PEM for all out of pocket costs for providing the extra
          work, including:

          (a)  The cost of reproduction  and delivery of information,  drawings,
               specifications and other documents  necessary for the feasibility
               studies,   including   but  not   limited  to  plans,   drawings,
               specifications, contracts and purchase orders;

          (b)  The expense of long distance telephone calls, telegrams and telex
               beyond the agreed monthly budget for these items;

          (c)  The  expense  of   reproduction   and  delivery  of  information,
               drawings,  specifications  and other  documents  necessary to the
               Project,  and  fees  paid  for  securing  approvals,  permits  or
               licenses from regulatory  agencies having  jurisdiction  over the
               Project; and

          (d)  The expense of transport,  subsistence  and lodging in connection
               with the Work beyond the agreed  monthly  budget for these items.
               Car expenses shall be charged at $0.35 per  kilometre,  and other
               means of travel at cost plus 15%.

     4.2.5 Other Reimbursable Items

          NEWCO will reimburse at the time of execution of the Agreement; PEM as
          and when invoiced for:


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          (a)  Charges levied by authorities  having  jurisdiction over the Work
               which were not reasonably foreseeable

          (b)  Costs incurred due to emergencies affecting the safety of persons
               or property;

          (c)  Legal costs  incurred by PEM,  arising out of the  performance of
               the  Agreement  provided  that  such  do  not  arise  out  of any
               negligence or failure to perform the Agreement in accordance with
               its provisions; and

          (d)  All other costs reasonably  incurred by PEM in the performance of
               the Work.

     4.2.6 Rates and Mark-up Charges

          (a)  All  reimbursable  costs specified in the  immediately  preceding
               sections  that are internal  costs to PEM shall be  reimbursed at
               the  prevailing  rates  charge by other  consultants  in the same
               jurisdiction as PEM for such costs.  Items for which there are no
               prevailing  rates shall be  reimbursed at a rate to reflect PEM's
               reasonable internal cost; and

          (b)  In  addition  to the  above  reimbursable  costs  and  flat  rate
               charges,  PEM  shall be  entitled  to and paid a markup of 15% on
               such  reimbursable  costs and flat rate charges to compensate PEM
               for office services, administration, handling and carrying costs.

     4.2.7 Rate Adjustments

          Billing  rates and  in-house  costs  included in this  section may, at
          PEM's  option,  be  adjusted  upward  on an  annual  basis to  reflect
          increases in the local  Consumer Price Index as prepared by Statistics
          Canada.

5.   INVOICES AND PAYMENT

     5.1.1 PEM will submit invoices to NEWCO on a monthly basis.

     5.1.2 NEWCO will pay the invoices within 15 days of presentation by PEM.

     5.1.3Any  amounts  on the  invoice  that  are  disputed  by  NEWCO  will be
          deducted from the invoice and the balance of  undisputed  charges will
          be paid promptly.  NEWCO will promptly notify PEM of disputed items on
          the  invoices  within  7 days of  receipt  of the  invoice.  PEM  will
          promptly  adjust,  correct or provide  substantiation  of the disputed
          items contained within the invoice.

     5.1.4If NEWCO does not make the required  payment  within 15 days, PEM will
          have the option of suspending all Work upon 5 days written notice from
          the date the  invoice was  received by NEWCO until  payment is made or
          satisfactory  arrangements for payment are provided and agreed upon to
          by PEM.


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     5.1.5NEWCO will pay PEM  interest on invoiced  amounts  that remain  unpaid
          after 15 days after  receipt of the invoice in the case of  undisputed
          items  and 15 days  after  resolution  of the  dispute  in the case of
          disputed items. Interest will not begin to accrue until the respective
          15 day period has elapsed.  Interest on the amount outstanding will be
          charged at a rate of 1.5% per month (18% per annum).  Interest amounts
          will be invoiced on a monthly basis.

6.   TERM OF AGREEMENT

     The term of the  Technical  Services  Agreement  is five (5) years from the
     date of this  Agreement.  The  Agreement can be extended for a further five
     (5) years by mutual consent of the Parties.

7.   TERMINATION

7.1  Termination by NEWCO with Cause

     If PEM is adjudged  bankrupt,  or if it makes a general  assignment for the
     benefit of its  creditors,  or if a receiver is appointed on account of its
     insolvency,  or if it disregards  laws,  ordinance,  rules,  regulations or
     orders of any authority  having  jurisdiction in a material way, or subject
     to the  Agreement  is  otherwise  in breach of a material  provision of the
     Agreement,  then NEWCO may,  without  prejudice  to any right or remedy and
     after giving PEM 90 days written  notice,  during which period PEM fails to
     cure the violation,  terminate the Agreement. If it is not possible to cure
     the  violation  within  the 90 days,  PEM will be deemed to have  cured the
     violation if it commences  to cure the  violation  within those 90 days and
     provides  NEWCO  with a schedule  indicating  the  violation  will be cured
     within a  reasonable  time.  Termination  by NEWCO in  accordance  with the
     foregoing will not affect any rights or remedies NEWCO would otherwise have
     under the  Agreement or which may otherwise be available to NEWCO at law or
     in equity, including the right to recover damages, nor will any such action
     relieve PEM from any  consequences or liabilities  arising from its acts or
     omissions.

7.2  Termination by NEWCO without Cause

     7.2.1NEWCO may, without cause, terminate the Agreement upon 180 days' prior
          written notice to PEM.

     7.2.2In the event of  termination  of the Agreement  with or without cause,
          PEM will be paid:

          (a)  An amount equal to PEM's fee earned for all Work performed to the
               date  of  termination,  as  well  as to  such  later  date as may
               reasonably be required by the authorities having jurisdiction and
               by  professional  responsibilities  of PEM to  perform an orderly
               termination and winding up of the Agreement and the Project, plus
               all reimbursable costs reasonably incurred; and


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          (b)  PEM's  reasonable  demobilization  costs and  expenses,  plus any
               costs and  expenses  incurred by PEM in the  cancellation  of any
               contracts it has with its Subconsultants.

     7.2.3In the event of termination of the Agreement  without cause,  PEM will
          be paid:

          (a)  15% of the  average  yearly  return PEM  expects to earn over the
               term of the Agreement for a period of two years after Termination
               by NEWCO.

     7.2.4After  receipt of the  payments  referred to in  subsection  7.2.2 and
          7.2.3 of this Agreement,  PEM will execute and deliver all such papers
          and take all such steps including, if requested,  the legal assignment
          of its  contractual  rights,  as NEWCO may reasonably  require for the
          purpose of fully vesting in NEWCO the rights and benefits of PEM under
          such obligations or commitments

7.3  Termination by PEM with Cause

     7.3.1If NEWCO is adjudged bankrupt, or if it makes a general assignment for
          the benefit of its creditors, or if a receiver is appointed on account
          of  its  insolvency,  or  if it  disregards  laws,  ordinance,  rules,
          regulations or orders of any authority having  jurisdiction,  or fails
          to  make  payment  to PEM  when  due,  or is  considered  by PEM to be
          otherwise in breach of a material provision of the Agreement, then PEM
          may,  without  prejudice to any right or remedy and after giving NEWCO
          90 days  written  notice,  during which period NEWCO fails to cure the
          violation,  terminate the Agreement. If it is not possible to cure the
          violation  within the 90 days,  NEWCO will be deemed to have cured the
          violation if it commences to cure the  violation  within those 90 days
          and  provides PEM with a schedule  acceptable  to PEM  indicating  the
          violation will be cured within a reasonable  time.  Termination by PEM
          will not  affect  any of the  rights  or  remedies  of PEM  under  the
          Agreement  or which may  otherwise  be  available  to PEM at law or in
          equity,  including  the right to  recover  damages,  nor will any such
          action relieve NEWCO from any consequences or liabilities arising from
          its acts or omissions.

     7.3.2In addition to any other right of suspension or termination  contained
          elsewhere in the Agreement,  PEM in its sole discretion may suspend or
          terminate the Agreement in accordance with the following:

          (a)  If PEM elects to suspend performance of the Work according to the
               requirements  of subsection  5.1.4 and if NEWCO fails to make the
               payment  within 7 days  after  the  expiry of the  notice  period
               referred to in  subsection  5.1.4,  PEM may elect to  immediately
               terminate the Agreement or continue to suspend the performance of
               the Work for such period of time as PEM may decide.


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          (b)  If NEWCO  requests that PEM perform any part of the Work contrary
               to the  professional  judgement of PEM or in a manner contrary to
               the  professional  judgement  of PEM or the  requirements  of any
               authority  having  jurisdiction,  PEM may terminate the Agreement
               immediately upon written notice to NEWCO.

          (c)  If PEM  encounters a conflict in interest in the  performance  of
               the Work,  which cannot be resolved to the  satisfaction  of PEM,
               PEM may suspend  the Work until such  conflict is resolved or may
               terminate the Agreement after giving  reasonable notice to NEWCO,
               not to exceed 30 days.

8.   INDEMNIFICATION

8.1  Subject to any  limitations of liability in the Agreement,  PEM will at its
     own cost and expense,  including attorney fees, defend,  indemnify and hold
     harmless  the NEWCO and its  agents  and  employees  from and  against  the
     following:

     8.1.1all  claims or liens of  Subconsultants  of PEM  arising  out of PEM's
          failure to pay its  Subconsultants  in accordance  with its agreements
          with those  Subconsultants,  provided  such failure is not caused by a
          failure of NEWCO to make payment to PEM;

     8.1.2all fines,  penalties,  assessments or other exactions  imposed by any
          governmental  authority by reason of PEM's  failure to comply with the
          Agreement;

     8.1.3all claims,  damages,  losses and expenses,  including  attorney fees,
          arising out of or resulting  from the  performance  of the  Agreement,
          provided that any such claim, damage, loss or expense;

          (a)  is attributable to bodily injury, sickness,  disease or death, or
               to injury or  destruction of tangible  property  (other than some
               part of the Project itself); and

          (b)  is caused  solely  by, or to the  extent  it is  caused  by,  any
               negligent act or omission of PEM or any of its officers,  agents,
               employees, representatives, Subconsultants, or anyone directly or
               indirectly employed by any of them;

8.2  NEWCO will at its own cost and expense,  (including attorney fees), defend,
     indemnify and hold harmless PEM, its agents and employees, from and against
     the following:

     8.2.1 all claims or liens of NEWCO's Consultants and Contractors;

     8.2.2all fines,  penalties,  assessments or other financial charges imposed
          by any  governmental  authority by reason of NEWCO's failure to comply
          with the Agreement;


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     8.2.3all claims,  damages,  losses and expenses,  including  attorney fees,
          arising out of or resulting  from the  performance of the Agreement or
          the construction of the Project, provided that any such claim, damage,
          loss or expense;

          (a)  is attributable to bodily injury, sickness,  disease or death, or
               to injury or  destruction of tangible  property  (other than some
               part of the WORK itself);

          (b)  is caused  solely  by, or to the  extent  it is  caused  by,  any
               negligent  act or  omission  of  NEWCO  or  any of its  officers,
               agents,  employees,  representatives,  Consultants,  Contractors,
               Suppliers  or anyone  directly or  indirectly  employed by any of
               them;

     8.2.4all claims,  damages,  losses and  expenses  incurred as a result of a
          defect in title or  ownership  of the lands on which the Project is or
          is to be located; and

     8.2.5all  claims,   damages,   losses,   expenses,   fines,  penalties  and
          assessments,   including   but  not   limited  to  fines,   penalties,
          assessments and other exactions imposed by any governmental  authority
          and actual legal fees and disbursements,  arising out of, relating to,
          resulting from or in any way connected  with the actual,  potential or
          alleged  presence,  release,  escape  or  discharge  of any  Hazardous
          Substances  on,  in or under the Site  howsoever  caused  and  whether
          occurring  prior  to or  after  the  date  of the  Agreement.  Without
          limiting the  generality of the foregoing,  such indemnity  extends to
          claims  which  arise or are  alleged  to arise  out of the  actual  or
          threatened  dispersal,   discharge,   escape,  release  or  saturation
          (whether sudden or gradual) of any Hazardous Substances in or into the
          atmosphere,  or on, upon, in or into any one or more of the surface or
          subsurface soils, water, watercourses, persons, objects, structures or
          any other tangible matter.

9.   INSURANCE

     9.1.1PEM  will  provide,  maintain  and  pay for  the  insurance  coverages
          specified in this Section 9. Unless specified  otherwise in Section 9,
          the  duration  of each  insurance  policy  shall  be from  the date of
          commencement of the Work until the termination of the Agreement.

     9.1.2PEM will be  responsible  for  deductible  amounts  under the policies
          referred to in Section 9 of this Agreement.

9.2  Automobile Public Liability and Property Damage Insurance

     9.2.1PEM will provide  Automobile  Public  Liability  and  Property  Damage
          insurance  coverage for all vehicles owned or leased,  operated and/or
          licensed  by the  Contractor  or  its  Subcontractors  with  a  single
          combined  limit  of  $5,000,000.00  (FIVE  MILLION  DOLLARS)  for each
          occurrence involving bodily injury, death or property damage. PEM will
          provide  NEWCO with not less than 15 days notice in writing in advance
          of cancellation, change or amendment restricting coverage.


                                      -13-
<PAGE>
9.3  General Comprehensive Liability Insurance

     9.3.1General Comprehensive Liability insurance coverage will be provided by
          PEM in the  joint  names of PEM and  NEWCO,  including  insurance  for
          non-owned  automotive  units used in performing the work. The value of
          the  insurance,   covering  products  and  completed   operations  and
          contractual  liability,  will have a  combined  limit of not less than
          $5,000,000.00  (FIVE MILLION  DOLLARS) for each  occurrence  involving
          bodily  injury,  death or  property  damage.  The  policy  will have a
          property damage  deductible not exceeding  $2,500.00.  The loss in the
          amount of the deductible will be PEM's  responsibility.  The insurance
          will be in  effect  from the time the work  commences  until the final
          completion  date plus  twelve  (12) months  thereafter  for  completed
          operations thereunder.

     9.3.2Policies  mentioned  in 9.3.1 above will be endorsed to provide  NEWCO
          with not  less  than 30 days  notice  in  writing  in  advance  of any
          cancellation, and of change or amendment restricting coverage.

9.4  Workers Compensation

     9.4.1PEM will comply with the Workers Compensation Act or equivalent in the
          Province  or State of the site and the  rules and  regulations  of the
          local jurisdiction.

9.5  Certificates of Insurance

     9.5.1Before starting the Work, both PEM and NEWCO will provide certificates
          of  insurance  as  evidence   that  each  has  obtained  the  required
          insurance.

     9.5.2Before permitting any  Subcontractors or Subconsultants to perform any
          of the Work,  PEM will obtain  certificates  of insurance from each of
          the  Subcontractors  and  Subconsultants  as  evidence  that  each has
          obtained the required insurance.

10.  DISPUTE RESOLUTION

10.1 If the parties are unable to resolve,  by unanimous  agreement,  any matter
     arising  out  of or  relating  to the  terms  of the  Agreement,  or  their
     interpretation,  existence,  validity,  termination or breach, either party
     may submit the matter to the president of NEWCO and to the president of PEM
     for a final determination by them.


                                      -14-
<PAGE>
10.2 Provided  that no other party is or may become  involved in a dispute  with
     either or both NEWCO and PEM related to the subject  matter of the dispute,
     if the  respective  presidents  of NEWCO and PEM fail to settle the dispute
     referred to them within  thirty (30) days  following its submittal to them,
     all such disputes arising out of or in connection with the Agreement, or in
     respect of any defined legal relationship  associated  therewith or derived
     therefrom,  subject to the written agreement of the respective  Presidents,
     may be referred to and finally  resolved by arbitration  under the rules of
     the Arbitration and Mediation  Institute of Canada or its successor,  or if
     it is no longer in existence then a suitable  arbitration centre located in
     Ontario,  Canada (collectively and individually the "Arbitration  Centre").
     The appointing  authority will be the Arbitration  Centre and the case will
     be administered by the Arbitration Centre in accordance with its procedures
     for  cases  under its  rules.  The Place of  Arbitration  will be  Toronto,
     Ontario, Canada.

     10.2.1 The award  rendered by the  arbitrator(s)  will be final and binding
          and judgement may be entered upon it in accordance with applicable law
          in any court having jurisdiction.

     10.2.2 If either party becomes  involved in  litigation  with another party
          which  involves the same  disputes or the same factual or legal issues
          as the dispute(s) between NEWCO and PEM, either NEWCO or PEM may apply
          to the arbitrator or a court of competent  jurisdiction  for a stay of
          any  arbitration  proceedings  then in process,  and the arbitrator or
          court may,  if it  considers  it to be just and  convenient  to do so,
          order a stay of the arbitration pending the outcome of the litigation.

11.  GENERAL PROVISIONS

11.1 Time shall be of the essence of this Agreement.

11.2 The section  headings are for the purpose of  convenience of reference only
     and shall not be construed as interpretation of the text.

11.3 Except as contemplated  herein, this Agreement contains the whole agreement
     between the  parties  hereto in respect of the  construction  of the Thermo
     Master  Plant  and  there  are  no  warranties,   representations,   terms,
     conditions or collateral agreements expressed,  implied or statutory, other
     than as expressly set forth in this agreement.

11.4 This  Agreement  shall  enure to the  benefit  of and be  binding  upon the
     parties hereto and their respective successors and permitted assigns.


                                      -15-
<PAGE>
11.5 Any notice to be given  under  this  Agreement  shall be duly and  properly
     given if made in writing and by delivering or  telecopying  the same to the
     addressee at the address as follows:

            Hamilton  Bio  Conversion  Inc.
            2380  Brampton  Street,  Hamilton,  Ontario  V6V  2K7

            Attention:     The  President


            Planet  Earth  Management  Inc.
            54  Mill  Street  West
            Milverton,  Ontario
            N0K  1M0

            Attention:     Perry  Smith
                 (President)

            Telephone:     (519)  595-4993
            Facsimile:     (519)  595-8770

11.6 Any notice  given as  aforesaid  shall be deemed to have been given or made
     on, if delivered, the date on which it was delivered or, if telecopied,  on
     the next business day after it was telecopied.  Any party hereto may change
     it  address  for  notice  from  time to time by  notice  given to the other
     parties hereto in accordance with the foregoing.

11.7 This Agreement may be executed in one or more counter-parts,  each of which
     so executed  shall  constitute an original and all of which  together shall
     constitute on and the same agreement.

11.8 No  failure  or delay on the part of any party in  exercising  any power or
     right under this Agreement will operate as a waiver of such power or right.
     No single or partial  exercise of any right or power  under this  Agreement
     will  preclude  any further or other  exercise  of such right or power.  No
     modification or waiver of any provision of this Agreement and no consent to
     any  departure by any party from any  provision of this  Agreement  will be
     effective until the same is in writing.  Any such waiver or consent will be
     effective  only in the specific  instance and for the specific  purpose for
     which  it  was  given.  No  notice  to  or  demand  on  any  party  in  any
     circumstances  will  entitle  such party to any other or further  notice or
     demand in similar or other circumstances.


                                      -16-
<PAGE>
11.9 This Agreement shall be construed and enforced in accordance  with, and the
     rights of the  parties  shall be governed  by, the laws of the  Province of
     Ontario,  Canada and each of the parties hereto attorns to the jurisdiction
     of the Courts of the Province of Ontario, Canada.

IN WITNESS WHEREOF the parties hereto have executed this agreement as of the day
and  year  first  above  written.

PLANET  EARTH  MANAGEMENT  INC.

/S/  Perry  Smith
----------------------------------
Authorized  Signatory


HAMILTON  BIO  CONVERSION  INC.

/S/  Edwin  Kroeker
----------------------------------
Authorized  Signatory


                                      -17-
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