Exhibit 10.3

                            MASTER SERVICES AGREEMENT
                                   MADE AMONG
                        THERMO TECH(TM) TECHNOLOGIES INC.
                     THERMO TECH(TM) BIO CONVERSION INC. AND
                      PLANET EARTH OPERATING SERVICES INC.
                                     FOR THE
                    MARKETING, CONSTRUCTION AND OPERATION OF
                            THERMO MASTER(TM) PLANTS.




                      DATE OF AGREEMENT: APRIL 6, 2000
                                         -------------


<PAGE>
CONTENTS



MASTER  SERVICE  AGREEMENT

1.0     Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . .     3

2.0     Scope  of  Work. . . . . . . . . . . . . . . . . . . . . . . . . .     6

3.0     Work  Authorizations. . . . . . . . . . . . . . . . . . . . . . .     10

4.0     Performance  of  the  Work. . . . . . . . . . . . . . . . . . . .     10

5.0     Compensation. . . . . . . . . . . . . . . . . . . . . . . . . . .     13

6.0     Invoices  and  Payment. . . . . . . . . . . . . . . . . . . . . .     16

7.0     Term  of  Agreement . . . . . . . . . . . . . . . . . . . . . . .     16

8.0     Termination . . . . . . . . . . . . . . . . . . . . . . . . . . .     16

9.0     Indemnification . . . . . . . . . . . . . . . . . . . . . . . . .     18

10.0     Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . .      19

11.0     Dispute  Resolution . . . . . . . . . . . . . . . . . . . . . .      21

12.0     General  Provisions. . . . . . . . . . . . . . . . . . . . . . .     21



SCHEDULE  A  -  SAMPLE  TURNKEY  CONSTRUCTION  AGREEMENT

SCHEDULE  B  -  SAMPLE  COMMISSIONING  AND  TRAINING  AGREEMENT

SCHEDULE  C  -  SAMPLE  MAINTENANCE  SERVICES  AGREEMENT

SCHEDULE  D  -  SAMPLE  TECHNICAL  SERVICES  AGREEMENT

SCHEDULE  E  -  SAMPLE  WASTE  SUPPLY  AGREEMENT

SCHEDULE  F  -  SAMPLE  END  PRODUCT  PURCHASE  AGREEMENT




<PAGE>
                            MASTER SERVICE AGREEMENT
                            ------------------------


THIS  AGREEMENT  is  made  as  of  the  _____  day  of  _________2000.


AMONG:

               THERMO TECH(TM) TECHNOLOGIES INC.

               a corporation duly  incorporated  pursuant to the Canada Business
               Corporations  Act and as may be continued as a corporation  under
               the Business  Corporations  Act (Yukon  Territory) and having its
               principal place of business at 204 - 195 County Court  Boulevard,
               Brampton, Ontario, Canada, L6W 4P7



               (hereinafter referred to as "TTTI")

                                                            OF  THE  FIRST  PART

AND:

               THERMO TECH(TM) BIO CONVERSION INC.

               a company duly incorporated  pursuant to the Company Act (British
               Columbia) and having a place of business at 20436 Fraser Highway,
               Langley, British Columbia, V3A 6K8



               (hereinafter referred to as "TTBC")

                                                           OF  THE  SECOND  PART

AND:

               PLANET EARTH OPERATING SERVICES INC.

               a  corporation  incorporated  pursuant  to  the  Canada  Business
               Corporations  Act having a place of  business  located at 54 Mill
               Street West, Milverton, Ontario, N0K 1M0



               (hereinafter referred to as "PEOS")



                                                            OF  THE  THIRD  PART


<PAGE>
WHEREAS:

A.     TTBC  is  a  subsidiary  of  TTTI.

B.     TTBC  is  the  owner  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 5,810,903 and
CDN  Patent Application number 2184044 (such technological process together with
the related trade secrets, know-how and trade names, collectively referred to as
the  "Process").

C.     PEOS,  through  its  subsidiary  corporations,  has  significant know-how
concerning  the  design,  construction,  operation and maintenance of industrial
process  plants  (the  "Plants"  and  each a "Plant") which utilize the Process.
PEOS,  through  its  subsidiary,  Earth  Alliance  Systems Inc. ("EAS") also has
know-how  concerning  the procurement and contracting for organic waste supplies
for  the  Plants.

D.     Any  references within this Agreement to PEOS is intended to be a general
reference  to  PEOS and all of its subsidiary corporations and it is understood,
whether  or  not  explicitly stated herein, that the services described as being
provided  by  PEOS  may  be  provided  by one or more of PEOS's subsidiaries, as
appropriate,  and  as described under other specific services agreements related
to  Plant  construction,  support and supply.  The PEOS subsidiaries include but
are  not  limited  to,  Planet  Earth  Design  Build Inc. ("PEDB"), Planet Earth
Management  Inc.  ("PEM")  and  EAS.

E.     Except  as  may  be  otherwise  noted  or  as  the context requires, each
reference  within  this Agreement to TTTI or to TTBC is intended to be a general
reference  to  TTTI  and  all  of  its  subsidiary,  affiliate  or  associated
corporations  (collectively,  the "TTTI Group") and it is understood, whether or
not  explicitly  stated  herein, that all of the obligations described herein of
either of TTTI or TTBC or both shall be joint and several obligations of each of
TTTI  and  TTBC  and  each  member  of  the  TTTI  Group.

F.     One  or  more  members of the TTTI Group intend to license the Process to
various  investors  and  to work with the investors to develop industrial plants
that  utilize  the  Process.  The  TTTI  Group  requires  technical  support for
marketing  the  Process  and  services  for  preparing  feasibility studies (the
"Feasibility Studies") for Plants that employ the Process in different locations
worldwide.  Licensees  of  one  or more of the TTTI Group (collectively "NEWCOs"
and  individually  "NEWCO")  will  require  technical  services  for  designing,
constructing,  operating  and  maintaining  the  plants  and  in some cases will
require  services  for  procurement  and contracting for organic waste supplies.

G.     PEOS  agrees  to  provide  the  TTTI  Group  with  technical  support for
marketing  and  preparing  technical  and  economic  Feasibility Studies for the
Plants.

H.     Once  the  feasibility  of  Plants have been confirmed by the Feasibility
Studies, a NEWCO will be established jointly by the TTTI Group and the investors
for constructing and operating the Plant.  Each NEWCO, as a separate entity from
TTTI,  will  enter  into a separate Turnkey Construction Agreement (the "Turnkey
Construction Agreement") with PEDB for the purpose of designing and constructing
the  Plant.


                                      -2-
<PAGE>
I.     Within  one  month of the start of construction of the Plant, each NEWCO,
as  a  separate  entity  from  TTTI,  will  enter  into  at least three separate
agreements  with  PEM  for  the  purpose  of  providing commissioning, training,
operation  supervision  and maintenance services for the Plant. These agreements
include:

     -    Commissioning  and  Training  Agreement;  under which PEM will provide
          plant commissioning services, and services and supervise the initial 3
          months of the operation of the Plant.

     -    Maintenance   Services   Agreement;   under  which  PEM  will  provide
          preventative and routine maintenance services for the first 5 years of
          the operation of the Plant.

     -    Technical  Services  Agreement;  under which PEM will provide  ongoing
          engineering  and  technical  services to the Plant for the life of the
          Plant.

J.     Each  NEWCO,  as  a  separate  entity  from TTTI, will enter into a Waste
Supply  Agreement  ("Waste  Supply  Agreement")  with  EAS  under which EAS will
provide  waste  to  a  Plant.

K.     Each  NEWCO,  as  a  separate  entity  firm  TTTI, will enter into an End
Product  Purchase  Agreement with a buyer of waste products produced at a Plant.

L.     This  Master  Service  Agreement  is  executed by the Parties in order to
confirm  the  agreement  of  the  Parties.

NOW  THEREFORE  THIS  AGREEMENT WITNESSES that the parties hereto agree with the
other  as  follows:

1.0  DEFINITIONS

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

     (a)  "Arbitration Centre" has the meaning as stated in Section 11.0 of this
          Agreement;

     (b)  "Commissioning  and Training  Agreement" means the  Commissioning  and
          Training Agreement in the form attached hereto as Schedule B;

     (c)  "Consultant"  has the  meaning as stated in Section 1 of Schedule 3 to
          this agreement;

     (d)  "Contract Employees" means those individuals, not normally part of the
          PEOS staff that have been hired/contracted  specifically to complete a
          defined task or tasks necessary to the project;

     (e)  "Contractor"  has the  meaning as stated in Section 1 of Schedule 3 to
          this agreement;

     (f)  "Environmental Permits" means those permits required by jurisdictional
          authorities  which  relate to issues  such as air  emissions  or other
          regulated  discharges,  land uses and the like, that specifically have
          environmental impact potentials;


                                      -3-
<PAGE>
     (g)  "Feasibility  Study" means the feasibility study carried out under the
          direction  of PEOS to confirm the capital cost and the  technical  and
          economic feasibility of the Plant for NEWCO;

     (h)  "Feasibility  Study Report"  means the report of data and  information
          gathered in regard to any particular Plant project,  including but not
          limited to waste supply potentials and economic factors,  competition,
          site   availability,    regulatory    climate,    political   climate,
          environmental  factors  related to the site or region and other  items
          which may impact,  positively or  negatively on the  potentials of the
          proposed project.  Such report will normally be completed prior to the
          decision to proceed with the project;

     (i)  "Force Majeure Cause" has the meaning as stated in section 4.7 of this
          Agreement;

     (j)  "Local  Partner"  means  the  business   entity,   (including   public
          organizations such as municipalities or other such civic bodies) which
          enters into a partnership  or joint venture  arrangement  with TTTI in
          respect to a specific Plant project and business;

     (k)  "Local Subconsultants" means various contractors and service suppliers
          engaged  by PEOS  from the  general  region of the  Plant  project  to
          deliver specific services as may be required by the project;

     (l)  "Maintenance  Services  Agreement"  means the  agreement to be entered
          into between NEWCO and PEM for the preventative maintenance and repair
          of Plants in the form attached hereto as Schedule C;

     (m)  "Milestone  Dates"  means  those dates  identified  within the project
          schedule and agreed to by NEWCO and PEOS,  by which defined tasks must
          be completed or measurable  progress  made,  and upon which  scheduled
          payments will be based;

     (n)  "NEWCO"  means  any  new  company  incorporated  for  the  purpose  of
          constructing  and  operating a Plant that is licensed by TTTI for this
          purpose;

     (o)  "Parties" means the parties to this Agreement;

     (p)  "Project Records" means a written document that details the sequential
          events of the construction period. Such records should include but not
          be limited to records of project  meetings,  equipment  deliveries and
          construction progression dates, milestone construction dates and a log
          of all visitors to the site;

     (q)  "Process" means the patented Thermo Master(TM) Process as described in
          Patent numbers US 5810903 and CDN Patent Application  2184044,  and as
          more particularly set out in recital B to this Agreement;

     (r)  "Plant" means a plant  designed and built for the recycling of organic
          waste  into  either  animal  feed  or  fertilizer  ingredients  to  be
          constructed using the Process, as more particularly set out in recital
          C, but  excluding,  for  greater  certainty  any  plant or  direct  or
          indirect use thereof in any way related to or in  connection  with any
          uses other than the following  permitted uses,  namely the handling or
          processing of any one or more of: food waste, municipal sludge, sewage
          water, agricultural waste and agricultural manure;


                                      -4-
<PAGE>
     (s)  "Reimbursable  Cost" means costs or expenses directly incurred by PEOS
          in support of conducting  its contracted  obligations  and may include
          items such as the costs of surveys, maps, drawings,  analyses, reports
          and  similar  as  well  as the  costs  of  reproduction,  delivery  or
          retrieval  of such items,  costs of  communication  expenses  over and
          above the  agreed  upon  monthly  budget for such  expenses,  fees for
          permits and approvals, and out of pocket travel expenses;

     (t)  "Services"   means  all   those   contractual   obligations   normally
          contemplated within the scope of delivering the turnkey plant project,
          including   feasibility   studies   which  would  precede  the  actual
          commencement of plant construction;

     (u)  "Standard Thermo Master Plants" means the currently  designed Plant(s)
          by which the Process is  delivered  and which TTTI accepts and markets
          as suitable for commercial application.  Such standard Plants may vary
          in size and may include some minimal flexibility of operational design
          to allow for local standards, regulations or requirements;

     (v)  "SubConsultants"  (each, a "SubConsultant")  has the meaning as stated
          in section 2.2.1 of this Agreement;

     (w)  "Subcontractors"  (each, a "Subcontractor")  has the meaning as stated
          in Section 1 of Schedule 3 to this Agreement;

     (x)  "Specialist" means a professional  practitioner,  such as an engineer,
          surveyor  or other that may be  required  from time to time to deliver
          specific  services or materials in a  professional  manner,  including
          with certification of competency or authority;

     (y)  "Suppliers"  (each, a "Supplier") has the meaning as stated in Section
          1 of Schedule 3 to this Agreement;

     (z)  "Technical  Services Agreement" means the agreement to be entered into
          between  NEWCO and PEM for the  provision of ongoing  engineering  and
          technical  assistance to NEWCO in the form attached hereto as Schedule
          D;

     (aa) "TTTI Group" means that term defined in recital C to this Agreement;

     (bb) "Turnkey  Construction  Agreement"  means the  agreement to be entered
          into  between  NEWCO  and PEDB for the  engineering,  procurement  and
          construction of Plants in the form attached as Schedule A;

     (cc) "Vendor"  has the meaning as stated in Section 1 of Schedule 3 to this
          Agreement;


                                      -5-
<PAGE>
     (dd) "Waste Supply" means the available resource of organic waste materials
          suitable  for  application  of the  Process in relation to the Plants,
          including  factors such as fees associated with management or disposal
          of such materials;

     (ee) "Waste Procurement Services Agreement" means a free-standing agreement
          between  NEWCO and EAS by which EAS  agrees to  collect  or  otherwise
          acquire, prepare and deliver organic waste materials to NEWCO's Plant,
          with  specific  contractual  agreements  therein as to such matters as
          tonnages, payment terms, guarantees and contract duration;

     (ff) "Waste  Supply   Agreements"  means  the  optional  raw  waste  supply
          agreements  to be entered  into between  NEWCO and local  suppliers of
          waste in the locality of the NEWCO Plant in the form  attached  hereto
          as Schedule E;

     (gg) "Work"  means  the  scope of  services,  materials  and  other  things
          provided by PEOS to TTTI or to NEWCO;

     (hh) "Work  Authorization" has the meaning as stated in Section 3.0 of this
          agreement.

     Any defined term not listed above that is used in this  Agreement or in any
     of its schedules,  exhibits or appendices shall have the meaning as defined
     in Section 1 of Schedule 3 to this  Agreement  or in any other  Schedule or
     Appendix to this Agreement, as the case may be.

2.0  SCOPE OF WORK

     The  following  section  defines the scope of Work that will be provided by
     PEOS to TTTI and TTTI's affiliates, subsidiaries, licensees and clients:

2.1  General Marketing Support

     2.1.1 Sales and Marketing Support

          PEOS will assist  TTTI's  sales and  marketing  efforts  through,  for
          example,  customer meetings,  conference calls and customer visits and
          by providing drawings,  sketches and other descriptive  materials of a
          technical nature for the sales and marketing process.

     2.1.2 Preparation of Brochures and Publications

          PEOS will provide technical  assistance to TTTI for the preparation of
          brochures and similar publications for marketing of Plants.

     2.1.3 Trade Shows and Conferences

          PEOS  will   attend   trade   shows  and   conferences   with   TTTI's
          representatives  as requested by TTTI to provide technical support for
          the marketing of Plants.


                                      -6-
<PAGE>
     2.1.4 Proposals

          PEOS  will  provide  technical   assistance  for  the  preparation  of
          proposals by TTTI for the sale of Plants.

2.2  New Plants Pre-design Services

     PEOS will provide project  management and  engineering  services during the
     pre-design stage of new projects to develop a firm project design,  capital
     cost budget and project schedule and to ensure that the permitting for each
     Plant is feasible. Such pre-design services will include the following:

     2.2.1 Project Management

          PEOS will prepare a work plan,  budget and schedule for the pre-design
          stage of each new project proposed. All Specialist  Subconsultants and
          Local  Subconsultants  (together with Specialist  Subconsultants,  the
          "Subconsultant")  involved in the pre-design  activities will be hired
          through PEOS and their work will be supervised by PEOS. Progress,  key
          activities  and  costs  incurred  for each  project  will be  reported
          monthly to TTTI. Variations from plans will be highlighted.

     2.2.2 Evaluation of Local Requirements

          PEOS will  supervise  the work of the  Subconsultants  and ensure that
          they have the necessary information to expedite the pre-design studies
          and evaluations,  including  evaluation of local  requirements for new
          projects.

     2.2.3 Waste Supply Assessment

          PEOS will  evaluate the supply and quality of waste  available for the
          Plant and net revenue to the Plant for  receiving  the  planned  waste
          stream.

     2.2.4 Plant Capacity

          Based on the  quantity  projections  for  waste  available  PEOS  will
          recommend a suitable plant capacity for the planned Plants.

     2.2.5 Site Selection

          PEOS will assist the  Subconsultants  to evaluate and select  suitable
          sites for new Plants,  such  evaluation  to include but is not limited
          to, the following:

          (a)  Review Available Sites;

          (b)  On-site Inspections;

          (c)  Preliminary Site Layout;

          (d)  Construction Cost Comparisons;

          (e)  Utilities and Fuel Cost; and

          (f)  Site Selection Recommendations.


                                      -7-
<PAGE>
     2.2.6 Plant Capital Cost Estimates

          PEOS  will  work  with the  Subconsultants  to  develop  capital  cost
          estimates  for new Plants that include local cost factors for; but not
          limited to, the following:

          (a)  Permitting;

          (b)  Site development;

          (c)  Foundations;

          (d)  Buildings;

          (e)  Plant equipment;

          (f)  Installation;

          (g)  Contingencies;

          (h)  Currency exchange rates;

          (i)  Interest during construction; and

          (j)  Other indirect costs.

     2.2.7 Plant Operating Cost Estimates

          PEOS  will  work  with the  Subconsultants  to  prepare  estimates  of
          operating costs for the planned Plants, such estimates to include, but
          are not limited to, costs for the following:

          (a)  Operating Supplies;

          (b)  Utilities and Fuel;

          (c)  Rentals and Services;

          (d)  Transportation;

          (e)  Maintenance; and

          (f)  Community Taxes and Fees.

     2.2.8 Financial Pro Forma

          (a)  PEOS will  prepare  financial  pro forma for each  planned  Plant
               using PEOS's standard formats to be used at TTTI's  discretion by
               TTTI and Local  Partners  to  obtain  financing  for the  planned
               Plant.  TTTI will advise PEOS  regarding  the financing and other
               project "soft costs" to be included in the financial pro forma;

          (b)  PEOS  will  employ  the best  available  information  and  unless
               otherwise  directed by TTTI, apply standard model  assumptions in
               preparing each Plant's Financial pro forma.

     2.2.9 Risk Assessment

          PEOS, with Specialist Subconsultants, will carry out an identification
          and analysis of  technical,  financial,  political and other risks for
          the planned  Plants.  TTTI and a Local Partner will advise PEOS of all
          risks that they are aware of regarding the planned Plant.


                                      -8-
<PAGE>
     2.2.10 Feasibility Study Report

          (a)  PEOS will assemble the data  collected  throughout the pre-design
               stage and prepare a summary  Feasibility Study Report summarizing
               the findings of the various studies and assessments;

          (b)  PEOS will  apply  reasonable  standards  in  assembling  data and
               creating a Feasibility Study Report. Any decision made by TTTI to
               continue  with  a  project,  when  such  decision  relies  on the
               Feasibility Study Report, shall be made at the sole discretion of
               TTTI.

     2.2.11 Due Diligence Assistance

          When  requested  by TTTI,  PEOS will  assist  independent  consultants
          working for TTTI,  financing  parties,  Local  Partners,  or others to
          review and carry out due diligence on  Feasibility  Study  information
          and conclusions.

2.3  New Plant Permitting Services

     2.3.1 Pre-Design Stage Permitting Services

          At the  pre-design  stage,  PEOS will, in  association  with the Local
          Subconsultants and Specialist  Subconsultants,  contact the regulatory
          agencies in the locality of the proposed  Plant to identify all of the
          permits and licenses  required for design,  construction and operation
          of the  Plant.  It will  be the  responsibility  of  PEOS,  the  Local
          Subconsultants  and the  Specialist  Subconsultants  to determine  the
          availability  of these  permits  along  with costs and  expected  time
          required to obtain them. This  information  will be presented and used
          in the Feasibility Study.

          Potential  plant  sites  identified  at the  pre-design  stage will be
          examined by PEOS with  respect to  critical  permitting  issues  (site
          related  issues that would  preclude or impede the granting of permits
          and examined with respect to exposure risk issues (risks of complaints
          owing to  proximity  of the site to  sensitive  neighbors or sensitive
          site uses, e.g. residential areas, parks, recreation facilities).

     2.3.2 Environmental Permits

          Once the feasibility of the Plant is established, NEWCO is established
          and funds are  available  for work on the project,  PEOS will commence
          the  application  for  Environmental  Permits.  PEOS will  prepare and
          submit the permit  applications  and associated  reports and drawings,
          expedite permit  approval,  coordinate  information  exchange with the
          various  agencies  having   jurisdiction,   publish  and  post  permit
          applications,  coordinate  all public  meetings and  negotiate  permit
          terms and conditions.


                                      -9-
<PAGE>
     2.3.3 Building Permits

          PEOS will make all reasonable efforts to obtain all necessary permits,
          including  permits  required for  temporary  construction  facilities,
          construction  waste disposal,  building permits,  electrical  permits,
          plumbing permits, etc.

     2.3.4 Other Construction Permits, Certificates and Approvals

          PEOS will make all  reasonable  efforts to obtain  all other  required
          permits,  including,   certificates  and  approvals  for  boilers  and
          pressure vessels and natural gas fired appliances.

2.4  Other Services

     2.4.1 Standard Plant Engineering Services

          PEOS will provide  engineering and technical  services to TTTI for the
          development,  modification  and  detailing  of the design of  Standard
          Thermo Master Plants.

     2.4.2 Research and Development Services

          PEOS will provide scientific and engineering  research and development
          services to TTTI for the development of new processes and modification
          of existing  processes.  PEOS will assist with patent  applications as
          required for new processes or improvements.

     2.4.3 Maintenance Coordination Services

          PEOS will  develop and operate an  information  exchange  program with
          each Plant for the identification and sharing of maintenance  problems
          and new ideas for maintenance of the Plants.

3.0  WORK AUTHORIZATIONS

     PEOS will not  perform  any Work prior to  receiving  an  approved  written
     authorization  from TTTI (the "Work  Authorization")  to  proceed  with the
     Work.  PEOS will  provide  the Work to TTTI in the  stages and at the times
     specified  in writing by TTTI to PEOS from time to time.  TTTI,  by written
     Change Order, may cancel all or any portion of the Work with respect to any
     written Work Authorization or may reduce or expand the Work, and to reflect
     such change may reduce or expand the time designated for the performance of
     the Work.

4.0  PERFORMANCE OF THE WORK

     PEOS will  commence  the  performance  of the Work upon the  receipt of the
     written  Work  Authorization  and will  perform  the Work in a  workmanlike
     manner in  accordance  to the  normal  standards  of skill  and  competence
     employed  by  engineering   consultants,   construction   contractors   and
     operations  supervision  suppliers 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 deadlines for the Work.


                                      -10-
<PAGE>
4.1  Schedule and Cost Estimate

     Upon receipt of a written Work Authorization,  PEOS will advise TTTI of the
     expected schedule for the Work,  personnel or  Subconsultants  assigned and
     expected cost of the Work.  This expected  schedule will be provided in the
     form  of a  bar-chart  schedule  with  expected  Milestone  Dates,  project
     personnel list and cost for the Work with a breakdown of estimates.

4.2  Reasonable Notice

     TTTI will, as far as possible,  provide  adequate  notice to PEOS of TTTI's
     requirements  for Services.  Failure to provide  adequate notice will be an
     acceptable  reason  for PEOS not  meeting  TTTI  requirements  and time for
     performance by PEOS will be extended accordingly.

4.3  Transactions on Behalf of TTTI and NEWCO

     PEOS may in some transactions and other business act as an agent for either
     TTTI or NEWCO with their prior written  approval.  All transactions made by
     PEOS on behalf of TTTI  and/or  NEWCO will be  appropriately  and  promptly
     recorded in Project Records.

4.4  Information Supplied to PEOS

     PEOS will be entitled to rely on information  provided by TTTI or the Local
     Partner or NEWCO,  unless the  contrary is  specifically  stated in writing
     when the  information  is provided.  Where TTTI or their Local Partner have
     information that is required by PEOS for the Work, this will be provided in
     a suitable form to PEOS without undue delay.

4.5  Conflicts of Interest

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


                                      -11-
<PAGE>
4.6  Subconsultants

     4.6.1PEOS is at liberty to hire  sub-consultants  and others  necessary  to
          discharge its duties under this  agreement.  PEOS will be permitted to
          employ Local  Subconsultants,  including but not limited to engineers,
          architects,  community  planners,  real estate  agents,  environmental
          consultants, building permit consultants, fire protection consultants,
          security  consultants and similar consultants  residing in the area of
          the  planned  Plant and who are  familiar  with local  conditions  and
          regulations.  The Local  Subconsultants will advise PEOS regarding the
          local  conditions,  design  requirements  and  operation  requirements
          during the pre-design activities.

     4.6.2PEOS will be permitted to employ Canadian and international  engineers
          and technical  specialists for pre-design studies,  design development
          and initial permitting work.

     4.6.3PEOS will identify  Subconsultants  with the necessary  qualifications
          and  capability to provide the services and  technical  advice for the
          pre-design  work.  PEOS will interview the  Subconsultants  and select
          them based on criteria agreed to by TTTI.

     4.6.4PEOS   will   negotiate   and   enter   into   subcontracts   for  the
          Subconsultants'  services that include all necessary  requirements for
          secrecy,  protection  of  proprietary  knowledge,  insurance and other
          requirements specified by TTTI.

4.7  Force Majeure

     4.7.1PEOS's performance of any of the obligations in this Agreement,  other
          than  financial  obligations,  may be delayed or  suspended as only so
          long as PEOS is prevented from  performance by any cause,  except lack
          of  funds.  Such  causes  shall  include  any that are  beyond  PEOS's
          reasonable control (a "Force Majeure Cause"). For the purposes of this
          section,  a labor dispute is beyond the reasonable control of PEOS if,
          in its  judgement,  settlement  of the dispute would not be compatible
          with PEOS's best interests. PEOS will immediately report to TTTI if it
          becomes  aware of any labor  demands,  labor  disputes,  labor trends,
          pending or ongoing labor  negotiations or any other problems  relating
          to labor that may affect the Work and its performance.

     4.7.2PEOS will give TTTI  notice  within 24 hours after the  occurrence  of
          any Force  Majeure  Cause in respect  of which  PEOS  intends to claim
          entitlement  to  either  a  suspension  in  performance  or  delay  in
          completion of any of the Work.  PEOS will promptly give notice to TTTI
          on conclusion of the event giving rise to the  occurrence of the Force
          Majeure Cause.


                                      -12-
<PAGE>
4.8  Independent Contractor

     PEOS is an independent contractor with respect to any Work. Notwithstanding
     TTTI's  rights of consent or approval as provided in this  Agreement,  PEOS
     has the right of complete control,  supervision and direction of the method
     and manner of obtaining the required results for any Project or Work.

5.0  COMPENSATION

5.1  Reimbursable Costs and Flat Rate Charges

     TTTI will pay PEOS for all Services based on hourly rates and will pay PEOS
     for all relevant Reimbursable Costs and flat rate charges,  including,  but
     not limited to the following:

     5.1.1 Services by PEOS Employees

          Technical  and  other   services  will  be  charged  at  hourly  rates
          calculated according to the following formula:

               Hourly Rate = Gross Annual Salary 2000 x 2

          Timesheets will be provided with PEOS's  invoices to substantiate  the
          invoiced amounts and Services provided.

     5.1.2 Services by PEOS Contract Employees

          Where Contract  Employees are employed by PEOS to perform the Work and
          their  normal  place of work is in PEOS's  offices,  PEOS will invoice
          TTTI for the services  performed  by the  Contract  Employee at a rate
          that is  equivalent  to an amount equal to the hourly rate charged for
          an existing staff member with similar qualifications and experience as
          the Contract Employee. If there are no similar staff members to draw a
          comparison against,  Contract Employees will be invoiced at the hourly
          rate paid to the Contract Employee by PEOS plus a 30% mark-up.

          Timesheets will be provided with PEOS's  invoices to substantiate  the
          invoiced amounts and Services provided.

     5.1.3 Reimbursable Subcontracts

          TTTI will reimburse PEOS for, as and when invoiced:

          (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.;


                                      -13-
<PAGE>
     5.1.4In addition to the costs and flat rate charges for  Subcontractors and
          Subconsultants, PEOS shall be entitled to and paid a mark-up of 15% on
          such  reimbursable  costs and flat rate charges to compensate PEOS for
          office services, administration, handling and carrying costs.

     5.1.5Copies  of  invoices  will  be  provided   with  PEOS's   invoices  to
          substantiate the invoiced amounts and scope of the work performed.

     5.1.6 Reimbursable Expenses

          TTTI will reimburse PEOS as and when invoiced for:

          (a)  the  cost  of  obtaining  surveys,  including  topographical  and
               geodetic  surveys,   aerial  photography,   soil  reports,   soil
               sampling,  water analyses,  testing,  subsurface  investigations,
               zoning  restrictions and utility  locations as may be required by
               PEOS to assess  the most  suitable  location  on the Site for the
               Plants;

          (b)  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;

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

          (d)  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

          (e)  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%.

     5.1.7 Other Reimbursable Items

          TTTI will reimburse PEOS as and when invoiced for:

          (a)  the costs to PEOS  that can be  demonstrated  to result  from the
               insolvency   or  failure  to   perform  of  any   Contractor   or
               Subcontractor;

          (b)  the costs of quality assurance such as independent inspection and
               testing services;

          (c)  charges levied by authorities  having  jurisdiction over the Work
               which were not reasonably foreseeable at the time of execution of
               the Agreement;

          (d)  premiums for all bonds and insurance  which PEOS may be requested
               by TTTI to provide over and above those  normally  maintained  by
               PEOS, unless specified  elsewhere in the Agreement to be provided
               without charge to the Client;


                                      -14-
<PAGE>
          (e)  costs incurred due to emergencies affecting the safety of persons
               or property;

          (f)  legal costs incurred by PEOS,  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;

          (g)  costs incurred by PEOS, with TTTI  permission,  in expediting the
               rejected   work  or  the   warranty   work   of   Subcontractors,
               Subconsultants and Vendors;

          (h)  the costs of auditing when requested by TTTI; and

          (i)  all other costs reasonably incurred by PEOS in the performance of
               the Work.

     5.1.8 Rates and Mark-up Charges

          All reimbursable costs specified in the immediately preceding sections
          of this Article 5 that are internal  costs to PEOS shall be reimbursed
          at the prevailing rates charged for such costs by other consultants in
          the same  location as PEOS.  Items for which  there are no  prevailing
          rates  shall be  reimbursed  at a rate to  reflect  PEOS's  reasonable
          internal  cost plus  reasonable  profit to PEOS as determined by PEOS,
          acting reasonably.

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

     5.1.9 Rate Adjustments

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

     5.1.10 Exclusive Engagement and Related

          Notwithstanding any terms or conditions of this Agreement or contained
          in the Schedules and  Appendices  or in such  agreements  entered into
          pursuant thereto,  the TTTI Group hereby appoints,  engages and agrees
          to pay PEOS and the  affiliates  and  associates  of PEOS, as PEOS may
          designate,  as the  exclusive  suppliers  and  providers of all of the
          goods and services which are the subject matter of this Agreement. For
          the  purposes of such  appointment,  engagement  and  agreement in the
          immediately preceding sentence,  TTBC and TTTI hereby warrant, as duly
          authorized  agents for and on behalf of each other  member of the TTTI
          Group, all necessary  authority so to do. For greater certainty,  such
          exclusive supplier and provider appointment and engagement shall bind,
          encompass  and relate to all members of the TTTI Group during the term
          of this Agreement (as


                                      -15-
<PAGE>
          the term is  defined  in  section  7.0 of this  Agreement)  and  shall
          comprise and relate to all of the respective licensees,  sub-licensees
          and  customers  of each such member of the TTTI Group,  whether  past,
          present or future.  TTTI and TTBC, as an irrevocable joint and several
          obligation of TTTI and TTBC to and favour of PEOS,  shall at all times
          cause each and every member of the TTTI Group,  from time to time,  to
          specifically,  duly and  punctually  observe  and  perform  all of the
          representations,  warranties, covenants, agreements and obligations of
          TTTI and TTBC under this  Agreement or contained in the  Schedules and
          Appendices  to this  Agreement  or in  such  agreements  entered  into
          pursuant  thereto,  failing which each of TTTI and TTBC hereby forever
          indemnifies fully and holds harmless PEOS, its successors and assigns.

6.0  INVOICES AND PAYMENT

6.1  PEOS will submit invoices to TTTI on a monthly basis.

6.2  TTTI will pay such invoices within 15 days of presentation by PEOS.

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

6.4  TTTI will pay PEOS interest on invoiced  amounts that remain unpaid 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.

7.0  TERM OF AGREEMENT

     The term of the Master  Services  Agreement  is twenty  (20) years from the
     date of this Agreement.

8.0  TERMINATION

8.1  Termination by TTTI with Cause

     If PEOS 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 continuing breach of a material  provision
     of the Agreement,  then TTTI may, without  prejudice to any right or remedy
     and after  giving PEOS 90 days  written  notice,  during  which period PEOS
     fails to cure the violation, terminate


                                      -16-
<PAGE>
     the Agreement.  If it is not possible to cure the violation within 90 days,
     PEOS will be deemed to have cured the violation if it commences to cure the
     violation within those 90 days and provides TTTI with a schedule indicating
     the violation will be cured within a reasonable  time.  Termination by TTTI
     in  accordance  with the  foregoing  will not affect any rights or remedies
     TTTI would  otherwise  have under the  Agreement or which may  otherwise be
     available  to TTTI at law or in  equity,  including  the  right to  recover
     damages,  nor will any such action  relieve PEOS from any  consequences  or
     liabilities arising from its acts or omissions.

8.2  Termination by TTTI

     8.2.1TTTI may, without cause,  terminate the Agreement upon 180 days' prior
          written notice to PEOS.

     8.2.2In the event of  termination  of the Agreement  with or without cause,
          PEOS will be paid:

          (a)  an amount  equal to PEOS'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 PEOS to perform an orderly
               termination and winding up of the Work and the Project,  plus all
               reimbursable costs reasonably incurred; and

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

     8.2.3In the event of termination of the agreement  without cause, PEOS will
          be paid an  amount  equivalent  to 15% of PEOS's  anticipated  average
          return per year for a period of two years from the date of Termination
          by TTTI, such anticipated average return to be determined by agreement
          between the parties.

     8.2.4After  receipt  of the  foregoing  payments,  PEOS  will  execute  and
          deliver  all  such  papers  and  take all  such  steps  including,  if
          requested, the legal assignment of its contractual rights, as TTTI may
          reasonably require for the purpose of fully vesting in TTTI the rights
          and benefits of PEOS under such obligations or commitments.

8.3  Termination by PEOS with Cause

     8.3.1If TTTI 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 PEOS when  due,  or is  considered  by PEOS to be
          otherwise  in breach of a material  provision of the  Agreement,  then
          PEOS may,  without  prejudice  to any right or remedy and after giving
          TTTI 90 days  written  notice,  during which period TTTI fails to cure
          the violation,  terminate the Agreement. If it is not possible to cure
          the violation


                                      -17-
<PAGE>
          within 90 days,  TTTI will be deemed to have cured the violation if it
          commences to cure the violation within those 90 days and provides PEOS
          with a schedule  acceptable to PEOS  indicating  the violation will be
          cured within a reasonable  time.  Termination  by PEOS will not affect
          any of the rights or remedies of PEOS under the Agreement or which may
          otherwise  be  available  to PEOS at law or in equity,  including  the
          right to recover  damages,  nor will any such action relieve TTTI from
          any consequences or liabilities arising from its acts or omissions.

          In addition to any other right of suspension or termination  contained
          elsewhere  in  this  Section  8 or the  Agreement,  PEOS  in its  sole
          discretion  may suspend or terminate the Agreement in accordance  with
          the following:

          (a)  If TTTI fails to pay any  invoice or account  when due,  PEOS may
               suspend  all Work upon 5 days  written  notice  to TTTI.  If TTTI
               fails to make the payment  within 7 days after receipt of notice,
               PEOS, at is sole option,  may elect to immediately  terminate the
               Agreement or suspend the  performance of the Work for such period
               of time as PEOS in its discretion may decide.

          (b)  If TTTI requests PEOS to provide any part of the Work contrary to
               the professional  judgment of PEOS or in a manner contrary to the
               professional   judgment  of  PEOS  or  the  requirements  of  any
               authority having  jurisdiction,  PEOS may terminate the Agreement
               immediately upon written notice to TTTI.

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

9.0  INDEMNIFICATION

9.1  Subject to any limitations of liability in the Agreement,  PEOS will at its
     own cost and  expense,  such costs and expenses to include  attorney  fees,
     defend,  indemnify and hold harmless TTTI and its agents and employees from
     and against the following:


                                      -18-
<PAGE>
     9.1.1all claims or liens of  Subconsultants  of PEOS  arising out of PEOS's
          failure to pay its  Subconsultants  in accordance  with its agreements
          with those  Subconsultants,  provided  such failure is not caused by a
          failure of TTTI to make payment to PEOS;

     9.1.2all fines,  penalties,  assessments or other exactions  imposed by any
          governmental  authority by reason of PEOS's failure to comply with the
          Agreement; and

     9.1.3all 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 PEOS or any of its officers, agents,
               employees, representatives, Subconsultants, or anyone directly or
               indirectly employed by any of them;

9.2  TTTI will at its own cost and  expense,  such cost and  expense  to include
     attorneys  fees,  defend,  indemnify and hold harmless PEOS, its agents and
     employees, from and against the following:

     9.2.1 all claims or liens of TTTI's Consultants and Contractors;

     9.2.2all fines,  penalties,  assessments or other financial charges imposed
          by any  governmental  authority by reason of TTTI's  failure to comply
          with the Agreement;

     9.2.3all claims,  damages,  losses and expenses,  including  attorney fees,
          arising out of or resulting  from the  performance of the Agreement or
          the construction of the Plant,  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); and

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

     9.2.4all claims,  damages,  losses and  expenses  incurred as a result of a
          defect in title or  ownership of the lands on which the Plant is or is
          to be located; and


                                      -19-
<PAGE>
     9.2.5all  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 Plant  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.

10.0 INSURANCE

     10.1.1 PEOS will  provide,  maintain  and pay for the  insurance  coverages
          specified  in this  Article 10.  Unless  specified  otherwise  in this
          Article 10, the  duration of each  insurance  policy shall be from the
          date  of  commencement  of  the  Work  until  the  termination  of the
          Agreement.

     10.1.2 PEOS will be responsible  for deductible  amounts under the policies
          of insurance.

10.2 Professional Liability - Errors and Omissions

     10.2.1 PEOS, their Subconsultants, surveyors, inspectors and testing firms,
          must be covered  under  separate  policies of  professional  liability
          (E&O) insurance.

     10.2.2 PEOS  will  provide  E&O  insurance,  in an  amount  not  less  than
          $5,000,000  (FIVE MILLION  DOLLARS) per  occurrence  with an aggregate
          policy limit of $5,000,000 (FIVE MILLION DOLLARS).

10.3 Automobile Public Liability and Property Damage Insurance

     10.3.1 PEOS 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   (FIVE  MILLION   DOLLARS)  for  each
          occurrence  involving bodily injury,  death or property  damage.  PEOS
          will  provide  TTTI with not less than 15 days  notice in  writing  in
          advance of cancellation, change or amendment restricting coverage.

10.4 General Comprehensive Liability Insurance

     PEOS will provide General Comprehensive Liability insurance coverage in the
     joint names of PEOS and TTTI,  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  (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,  payment of
     which will be the  responsibility  of PEOS.  The  insurance  referred to in
     subsection  10.3,  will be in effect from the time the Work commences until
     the final  completion  date thereof plus twelve (12) months  thereafter for
     completed operations thereunder.


                                      -20-
<PAGE>
     Policies will be endorsed to provide TTTI with not less than 30 days notice
     in  writing  in advance  of any  cancellation,  and of change or  amendment
     restricting coverage.

10.5 Workers Compensation

     PEOS will comply with the Workers  Compensation  Act or  equivalent  in the
     Province or State of the Plant and the rules and  regulations  of the local
     jurisdiction.

10.6 Certificates of Insurance

     10.6.1 Before starting the Work,  both PEOS and TTTI will provide,  each to
          the  other,  certificates  of  insurance  as  evidence  that  each has
          obtained the required insurance.

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

11.0 DISPUTE RESOLUTION

     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 TTTI and to the President of PEOS
     for a final determination by them.

     Provided  that no other party is or may become  involved in a dispute  with
     either or both TTTI and PEOS related to the subject  matter of the dispute,
     if the  respective  presidents  of TTTI and PEOS fail to settle the dispute
     referred to them within thirty (30) days  following its submission 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,  may,  subject  to  the  written  agreement  of  the  respective
     presidents  of TTTI  or  PEOS,  be  referred  to and  finally  resolved  by
     arbitration  under the rules of the Arbitration and Mediation  Institute of
     Canada Inc. or its  successor,  or if it is no longer in  existence  then a
     suitable  arbitration center 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.

     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.


                                      -21-
<PAGE>
     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  TTTI and  PEOS,  either  TTTI or PEOS may apply to the
     arbitrator  or a  court  of  competent  jurisdiction  for  a  stay  of  any
     arbitration  proceedings then in progress, 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.

12.0 GENERAL PROVISIONS

12.1 Time shall be of the essence of this Agreement.

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

12.3 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.

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

12.5 No  failure  or delay on the part of any party in  exercising  any power of
     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.

12.6 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:

       If  to  TTTI,  TTBC  or  any  member  of  the  TTTI  Group,  then  to:
       ---------------------------------------------------------------------


                                      -22-
<PAGE>
                   Thermo  Tech(TM)  Technologies  Inc.
                   204  -  195  County  Court  Boulevard
                   Brampton,  Ontario
                   L6W  4P7

                   Attention:     Karl  Gonnesen,
                   ---------
                   President


                   Telephone:     (905)  451-5522
                   Facsimile:     (905)  451-5833


                   If  to  PEOS,  then  to:
                   ------------------------


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

                   Attention:     Perry  Smith
                   ---------
                   President


                   Telephone:     (519)  272-7778
                   Facsimile:     (519)  595-8770


12.7 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
     its  address  for  notice  from time to time by  notice  given to the other
     parties hereto in accordance with the foregoing.

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

12.9 Each of the Parties  confirms and agrees that it has been duly advised (and
     fully and  fairly  informed  with  respect to such  matters)  to obtain all
     necessary  and  independent   legal,   accounting,   taxation,   financial,
     engineering and other applicable  professional  advice and counsel prior to
     entering to this Agreement and the transactions  and agreements  referenced
     herein.  Each such party has either obtained all such advice and counsel as
     it has determined necessary to its own satisfaction.

12.10This 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,  and each of the parties hereto attorns to the jurisdiction of the
     Courts of the Province of Ontario.


                                      -23-
<PAGE>
IN WITNESS WHEREOF the parties hereto have executed this agreement as of the day
and  year  first  above  written.



THERMO  TECH(TM)  TECHNOLOGIES  INC.



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




------------------------------------------
Authorized  Signatory


THERMO  TECH(TM)  BIO  CONVERSION  INC.



/S/  Rene J.  Branconnier
------------------------------------------
Authorized  Signatory



------------------------------------------
Authorized  Signatory


PLANET  EARTH  OPERATING  SERVICES  INC.



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



------------------------------------------
Authorized  Signatory


                                      -24-
<PAGE>
                                   SCHEDULE A



                         TURNKEY CONSTRUCTION AGREEMENT
                         ------------------------------


THIS  AGREEMENT  ("Agreement")  made  as  of  the  ____  day of _________, 2000.

BETWEEN:

          PLANET EARTH DESIGN BUILD INC., a Corporation  incorporated  under the
          laws of the Yukon having its principal place of business located at 54
          Mill Street West, Milverton, Ontario, N0K 1M0

                                                                        ("PEDB")
AND:

          NEWCO BIO CONVERSION  INC., a Company  incorporated  under the laws of
          _____________________      and      having      an      office      at
          ___________________________________

                                                                       ("NEWCO")

WHEREAS  NEWCO intends to engage the professional services of PEDB in connection
with  the project as (hereinafter described as the "Project") such Project being
construction  of:

        NEWCO  Bio  Conversion  Inc.  Thermo  Master(TM)  Plant  located  at
                ______________________________________________.

NOW  THEREFORE NEWCO and PEDB, in consideration of their mutual promises, duties
and  responsibilities  to  each  other  as  set  forth herein, AGREE AS FOLLOWS:

1    THE SERVICES

1.1  PEDB  shall  provide  and  perform  for  NEWCO  the  services  ("Services")
     described in Schedule 1 to this  Agreement,  which are generally  described
     as:

          Project Management, Engineering,  Procurement and Construction for the
          construction  of a Thermo  Master(TM)  Plant on  property  located  at
          ____________________________

1.2  The Services shall be performed  generally in accordance with Schedule 5 to
     this Agreement.


<PAGE>
2    AGREEMENT

2.1  The following  documents are specifically  incorporated into this Agreement
     by reference and shall be interpreted  and construed in the same manner and
     to the same effect as if repeated verbatim herein:

     SCHEDULE     DESCRIPTION
     --------     -----------

        1         SCOPE  OF  WORK/SERVICES
        2         COMPENSATION
        3         GENERAL  CONDITIONS
        4         SPECIAL  CONDITIONS
        5         PROJECT  SCHEDULE
        6         DRAWINGS

3    CONTRACT PRICE AND PAYMENT

3.1  NEWCO agrees to pay PEDB, in the manner specified in the General Conditions
     in Schedule 3 and the  Compensation  provisions  specified in Schedule 2 to
     this Agreement,  which  compensation shall be subject to adjustments as may
     be required in accordance with the provisions of the Agreement.

4    ADDRESSES FOR NOTICES

4.1  All notices (the  "Notices")  under this Agreement  shall be in writing and
     shall  be  delivered  by  person,   sent  by  prepaid  registered  mail  or
     transmitted by facsimile or other form of electronic  media,  provided that
     in the case of transmission by facsimile or other form of electronic media,
     such system is satisfactorily  tested immediately prior to transmission and
     confirmation  of receipt is obtained.  Such  notices  shall be addressed as
     follows:

     TO  PEDB:

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

          Attention:     Mr.  Perry  Smith
          Fax  No.:     (519)  595-8770


                                      -2-
<PAGE>
      TO  NEWCO:
           _________________________
           __________________________
           __________________________

           Attention:     Mr.  ____________________
           Fax  No.:     (_____)  _________________

4.2  Notices  delivered in accordance  with the Agreement will be deemed to have
     been  given and  received  on the day  delivered  if  delivered  by prepaid
     registered  mail or on the day  received  if  transmitted  by fax or  other
     electronic  media,  but only if  received at the  specified  address of the
     recipient  prior to 4:30 p.m. on the relevant  business day,  otherwise the
     Notice will be deemed to have been given and  received  on the  immediately
     following business day. In case of postal strike,  slowdown or other postal
     disruption,  notices  shall not be mailed but either  delivered  by hand or
     transmitted by facsimile or other form of electronic  media,  in accordance
     with the Agreement.

5    EXECUTION BY FAX

5.1  This Agreement may be executed in one or more  counterparts,  each of which
     shall be deemed to be an original,  and all of which shall  constitute  one
     and the same instrument.  All of these  counterparts  will for all purposes
     constitute one agreement, binding on the parties,  notwithstanding that all
     parties are not signatories to the same  counterpart.  A faxed  transcribed
     copy or photocopy of this  Agreement  executed by a party in counterpart or
     otherwise  will  constitute  a properly  executed,  delivered  and  binding
     agreement or counterpart of the executing party.

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

PLANET  EARTH  DESIGN  BUILD  INC.          NEWCO


_________________________________           _________________________________
Signature                                   Signature

_________________________________           _________________________________
Title                                       Title


                                      -3-
<PAGE>
                                   SCHEDULE 1
                                       OF
                                   SCHEDULE A



                                   SCHEDULE 1

                                SCOPE OF SERVICES


PART  A  -  SERVICES  INCLUDED

PEDB  shall  provide  the  following  services:

1.   CONSULTING, ADVISORY AND PREDESIGN SERVICES

1.1  Acting as NEWCO's agent as required in connection with the Project;

1.2  Preparing an Engineering Program based upon NEWCO's written instructions in
     accordance with the Agreement;

1.3  Assessing and advising on the  appropriateness of the program of inspection
     and testing  services which may be required by NEWCO or imposed by law, for
     the execution of the Project by the Contractor;

1.4  At the option of NEWCO,  preparing preliminary estimates of the cost of the
     Work and Contract Time;

1.5  Preparing  submissions  required for regulatory and municipal approvals and
     assisting  NEWCO  to apply  for  such  required  regulatory  and  municipal
     approvals.

2.   ENGINEERING SERVICES

2.1  PEDB will be responsible for performing the following engineering services:

     2.1.1General  engineering  and conceptual  design  services to describe and
          define the Project sufficient to allow detailed design to be performed
          by  Suppliers  of  equipment,  materials,  products  and systems to be
          incorporated into the Project.

     2.1.2 Coordinate with Suppliers regarding interface requirements.

     2.1.3Obtain,  prepare  and  review  for the  site on  which  the  Plant  is
          intended  to be located  such  surveys,  including  topographical  and
          geodetic  surveys,  soil  reports,  soil  sampling,   water  analyses,
          testing,  subsurface  investigations,  zoning restrictions and utility
          locations  as may be  required  by PEDB to  assess  the most  suitable
          location  on the site for the  Project.  The  cost of  obtaining  such
          information shall be a Reimbursable Cost to PEDB.

2.2  PEDB will perform the Engineering  Services  described in this Section 2 in
     two phases more particularly described,  without limiting the generality of
     the foregoing, as follows:


                                        1
<PAGE>
     2.2.1Phase One: Based upon the General Technical Specifications, as defined
          in Section  1.26 of the  General  Conditions  at  Schedule  3, to this
          Agreement,   PEDB  will  provide  conceptual  design  services.  These
          services will include  preparing the  following in  preliminary  form:
          schematic designs; design development documents;  general site layout;
          plot plan; grading plan;  general building and equipment  arrangement;
          building  requirements in terms of general  specifications,  sizes and
          overall shape and  configuration;  equipment  list;  calculations  and
          diagrams;  environmental  and  utilities  information  as  required to
          assist NEWCO in obtaining  required  permits,  licenses and approvals;
          erosion  control  plan  before  and after  construction;  process  and
          instrumentation diagrams; and detailed written Project description.

     2.2.2Phase Two: From the documents  prepared during Phase One,  referred to
          in  subsection  2.2.1 above PEDB will  prepare  plans,  drawings,  and
          specifications (the "Drawings and  Specifications")  setting forth the
          requirements for the construction and equipping of the Project.

3.   PROJECT MANAGEMENT SERVICES PRIOR TO CONSTRUCTION PHASE

     From  the  date of  execution  of  this  Agreement  to the  date  that  the
     construction  phase  of  the  Project  commences,  PEDB  will  provide  the
     following services:

3.1  CONSULTATION DURING PROJECT DEVELOPMENT

     Such consultation to include:

     3.1.1 Review conceptual designs during development;

     3.1.2 Advise on site use and improvements;

     3.1.3 Advise on selection of materials, building systems and equipment;

     3.1.4Provide recommendations on construction  feasibility,  availability of
          materials  and  labour,   time   requirements   for  installation  and
          construction,  factors related to cost, including costs of alternative
          designs or materials, preliminary budgets, and possible economies; and

     3.1.5Prepare bid  documents,  technical  specifications,  Contracts,  other
          agreements and documents.

3.2  SCHEDULING

     Such  scheduling  services  to  include  the  following:

     3.2.1 Supervise, schedule and coordinate all Project activities;

     3.2.2 Prepare a Project Schedule;


                                        2
<PAGE>
     3.2.3Update the Project  Schedule  as  required,  incorporating  a detailed
          schedule for the construction of the Project;

     3.2.4Utilize   critical  path  methods  and  procedures,   using  realistic
          activities,  sequences and duration,  including:  dates for release of
          bid packages;  allocation of labour and materials;  processing of shop
          drawings  and  samples;   and  delivery  of  products  requiring  long
          lead-time procurement;

     3.2.5 Develop general construction schedules for the Contractors;

     3.2.6Include NEWCO's occupancy  requirements,  indicating those portions of
          the Project that have occupancy priority;

     3.2.7Establish  completion  dates for construction and supply phases of the
          Project and for final completion of the Project; and

     3.2.8Keep NEWCO  informed  as to the status of and  changes in the  Project
          Schedule.

4.   CONSTRUCTION BUDGET

     PEDB  will  prepare  a  Construction   Budget  as  soon  as  major  Project
     requirements  have  been  identified,  and  will  periodically  update  the
     Construction  Budget.  PEDB will also prepare a detailed line item estimate
     based on a quantity  survey of drawings and  specifications  and update and
     refine this estimate as the development of the Drawings and  Specifications
     proceeds.

5.   COORDINATION OF CONSTRUCTION CONTRACTS

     PEDB will  review the  Contracts  as they are  prepared  by or on behalf of
     NEWCO and will  recommend  alternative  solutions  whenever  design details
     affect construction feasibility or schedules.

6.   PROCUREMENT AND CONTRACTING

     PEDB will procure and coordinate  the delivery of all equipment,  materials
     and services  required for the engineering,  construction and commissioning
     of the Project, such procurement and contracting to include the following:

6.1  Prepare a procurement  schedule for planning and monitoring the purchase of
     goods and services for the Project to meet the overall Project Schedule;

6.2  Evaluate  and  pre-qualify  selected  bidders.  For each bid  package to be
     issued  recommend  a list of no less  than  three  and no more  than  eight
     qualified bidders;

6.3  Prepare  standard  bid  documents  for  including  with each bid set.  This
     includes  standard  bid  documents,  Invitation  to Bid  Forms,  Bid Forms,
     Standard  Bid  Information   Requests,   Site  Conditions,   Standards  and
     Requirements,  General Conditions, Special Conditions, Terms and Conditions
     of  Purchase  Order/Contract,  Information  to Bidders and  Information  to
     Contractors;


                                        3
<PAGE>
6.4  Prepare bid packages for each bid such  packages to include  Bidders  List,
     Technical Specifications, Drawings, and standard bid package attachments;

6.5  Organize and Coordinate pre-bid site meetings;

6.6  Receive bids from Suppliers and Contractors;

6.7  Recommend equipment, materials and products for purchase;

6.8  Expedite the  procurement  of long-lead  items in accordance  with purchase
     specifications  to obtain  delivery  by the date  scheduled  in the Project
     Schedule;

6.9  Prepare bid  specifications and prepare documents to facilitate the bidding
     and awarding of Contracts, allowing for phased construction and taking into
     consideration such factors as time of performance,  availability of labour,
     overlapping trade jurisdictions,  provisions for temporary facilities,  and
     existing operations;

6.10 Determine applicable requirements for equal employment opportunity programs
     and  union  labour  requirements   compatible  with  NEWCO's  labour  union
     agreements for inclusion in Contracts;

6.11 Administer labour relations to minimize labour disputes during the Project;

6.12 Review the Contracts to eliminate  areas of conflict and overlap in work to
     be  performed  by the various  Contractors,  and prepare  pre-qualification
     criteria  for  bidders.   Prepare   lists  of   pre-qualified   bidders  in
     co-operation with NEWCO;

6.13 Solicit interest of prospective Suppliers and Contractors in the Project;

6.14 Receive and analyse  competitive bids for the various  Contracts and select
     appropriate  Contractors and Suppliers.  Provide  consultation  services to
     TTTI on technical and commercial  matters as and when reasonably  required;
     and

6.15 Initiate,   maintain  and  monitor  safety   precautions  and  programs  in
     connection  with the Project to minimise  personal  injuries  and  property
     damage.  This will  include the  development  of a Project  Safety  Program
     compatible with NEWCO's standards.

7.   PROCUREMENT

     PEDB will procure all equipment and services required for the completion of
     the Project,  such services to include preparation of procurement plans and
     schedules.


                                        4
<PAGE>
8.   CONSTRUCTION MANAGEMENT SERVICES

8.1  PEDB will  establish  and implement an on-site  organization  structure and
     lines of  authority,  as  required,  for the  exchange of  information  and
     instructions  between PEDB, PEDB's  Subconsultants,  NEWCO, the Contractors
     and the Suppliers with respect to all  construction,  budget and scheduling
     aspects of the Project.

8.2  PEDB will provide and maintain  sufficient and competent full-time staff at
     the Site to review,  inspect,  co-ordinate  and direct the overall work and
     progress of the Contractors and Suppliers.

8.3  PEDB  will  appoint,  and  will  inform  NEWCO  of such an  appointment,  a
     Construction Manager who will be:

     8.3.1 Fully acquainted with the Project;

     8.3.2 Available for consultation with NEWCO; and

     8.3.3Present at the Site as required  when  construction  is  performed  at
          Site.

8.4  PEDB may  substitute  or replace the  Construction  Manager and will inform
     NEWCO of any such change.

8.5  With regard to Contractors and Suppliers, PEDB will:

     8.5.1 Co-ordinate the work of the Contractors and Suppliers;

     8.5.2Co-ordinate  the  work  of the  Contractors  and  Suppliers  with  the
          activities and responsibilities of NEWCO;

     8.5.3Require  Contractors and Suppliers to handle and warehouse  (according
          to the manufacturer's  recommendations) materials, supplies, products,
          equipment and systems for permanent and temporary construction;

     8.5.4Require  the   Contractors   and   Suppliers  to  maintain  the  work,
          materials,  supplies, products, equipment and systems free from injury
          or damage,  including injury or damage from rain,  wind, snow,  storm,
          heat, or cold; and

     8.5.5Obtain from the  Contractors  and Suppliers  certificates of insurance
          and performance bonds and review same for general  compliance with the
          insurance and bonding requirements of their Contracts.

8.6  PEDB will schedule  delivery of, expedite and receive at Site purchases and
     supplied equipment and, in connection with such equipment, will:

     8.6.1Implement   expediting   procedures  to  maintain  equipment  delivery
          schedules;


                                        5
<PAGE>
     8.6.2Implement equipment receiving  procedures,  including checking against
          purchase  orders,  inspecting for damage,  preparing  damage claims if
          necessary,  recommending approval of invoices for payment, controlling
          holdbacks and presenting backcharges;

     8.6.3 Arrange warehousing of equipment received; and

     8.6.4Co-ordinate  with  NEWCO  for  the  warehousing  of  spare  parts  and
          consumable materials for the Project.

9.   PERMITS AND APPROVALS

9.1  PEDB will assist NEWCO to:

     9.1.1Obtain  any  necessary  permits,  licenses,  certificates,  including,
          building permits and special permits,  authorizations and certificates
          for permanent  improvements and equipment that may be required for the
          Project,  excluding  permits for  inspection  or temporary  facilities
          required to be obtained directly by the various Contractors;

     9.1.2 Obtain necessary approvals from the authorities having jurisdiction;

     9.1.3Obtain any  necessary  permits,  licenses,  certificates  or approvals
          required by authorities having jurisdiction;

     9.1.4Collect from Contractors and Suppliers such information,  calculations
          and other  materials  that may be necessary  to prepare  documentation
          normally   required  to  obtain  approvals,   permits,   licenses  and
          certificates from authorities  having  jurisdiction and which can only
          be obtained by NEWCO; and

     9.1.5Comply  with  applicable   laws,   regulations  and   requirements  of
          authorities having jurisdiction over the Project.

10.  SCHEDULE CONTROL

10.1 PEDB  will  review  the  adequacy  and  ability  of  the  Contractors'  and
     Suppliers'  personnel  and  equipment  and the  availability  of materials,
     products, supplies and systems required to meet the Project Schedule.

10.2 PEDB will  schedule  and  conduct  weekly  progress  meetings  at which the
     Contractors,  Suppliers,  PEDB  and  NEWCO  may  discuss  such  matters  as
     co-ordination, procedures, progress, problems and scheduling.

10.3 On a regular  basis,  PEDB will monitor and update the Project  Schedule as
     construction progresses, and will:

     10.3.1 Keep NEWCO regularly informed of changes in the Project Schedule;


                                        6
<PAGE>
     10.3.2  Review  schedule   problems  with  Contractors  and  Suppliers  and
          recommend  courses of action to NEWCO if  Contractors or Suppliers are
          not meeting the requirements of their Contracts;

     10.3.3  Identify   potential   variances  between  scheduled  and  probable
          completion dates;

     10.3.4  Review  the  Project  Schedule  for work not  started,  delayed  or
          incomplete and recommend adjustments in the Project Schedule to NEWCO,
          Suppliers and Contractors to meet the probable completion date; and

     10.3.5 On a monthly  basis,  provide  summary  reports of all changes  that
          occurred during the month in the Project Schedule.

11.  COST CONTROL

11.1 PEDB will adopt a  mutually  satisfactory  Cost  Control  Procedure  ("Cost
     Control  Procedure") for monitoring costs during  construction,  consistent
     with the  provisions  of the  Agreement.  The Cost Control  Procedure  will
     include details of accounts, audits, orders, Contracts, invoices, payrolls,
     insurance,   financial  reports,  progress  reports  and  all  other  major
     administrative procedures and policies.

11.2 PEDB will use on-site  monitoring and  supervision to monitor,  control and
     estimate  cost during  construction  in  accordance  with the Cost  Control
     Procedure  for  cost  control   established   prior  to   commencement   of
     construction, and will:

     11.2.1 Revise and refine the initially approved Construction Budget;

     11.2.2  Incorporate  approved  changes to the  Construction  Budget as they
          occur;

     11.2.3 Develop cash flow reports and forecasts as required;

     11.2.4  Identify   variances   between   actual,   budgeted  and  estimated
          construction costs as applicable and advise NEWCO;

     11.2.5 Maintain cost  accounting  records on authorized work performed on a
          unit price, actual cost or force account basis; and

     11.2.6 Monitor all materials,  equipment and labour  entering into the Work
          for purposes of progress payments to Contractors.

11.3 PEDB will have the authority to exceed the Construction  Budget without the
     NEWCO's prior  approval,  but not without first  informing NEWCO of such an
     anticipated cost overrun, subject to the following conditions:


                                        7
<PAGE>
     11.3.1 For a specific item, piece of equipment or component  required for a
          given  sector or phase of a Project if the  expected  increase in cost
          does  not  exceed  10% of the  amount  originally  budgeted  for  that
          specific item, equipment or component; and

     11.3.2 For a  particular  phase or sector of the  Project  if the  expected
          increase in cost does not exceed 5% of the amount originally  budgeted
          for completion of that particular phase or sector of the Project.

11.4 NEWCO  will  be  provided  with  access  to  all  PEDB's  records,   books,
     correspondence,  instructions,  drawings, receipts, vouchers, memoranda and
     similar data relating to the Project.

11.5 PEDB will preserve all such records, books,  correspondence,  instructions,
     drawings, receipts,  vouchers,  memoranda, and similar data relating to the
     Project for a period of three (3) years from the date of Final Payment,  or
     for such longer period as may be required by law.

12.  PAYMENTS TO CONTRACTORS AND SUPPLIERS

12.1 PEDB will develop and  implement a system for the review and  processing of
     applications  for progress  payments and final payments by Contractors  and
     Suppliers.  This system will  include the review of such  applications  for
     correctness,  completeness  and compliance with  contractual  requirements,
     including  waivers of liens,  inspections,  and backcharges for faulty work
     and equipment.

13.  CHANGE ORDERS

13.1 PEDB will develop and implement a system for  reviewing  and  processing of
     Change Orders under the Contracts and will:

     13.1.1 Determine and approve any necessary or desirable Changes;

     13.1.2 Review requests for Changes from Contractors and Suppliers; and

     13.1.4 Notify NEWCO of all Change Orders made.

14.  MONITORING AND INSPECTION

14.1 PEDB will monitor the construction work in progress,  including that of the
     Contractors  and Suppliers,  for compliance  with the  requirements  of the
     overall design for the Project, the Contracts,  the Purchase Orders and the
     Supplier  Contracts.  If  any  construction  work  is  found  not  to be in
     compliance  with the  foregoing,  or is otherwise  found to be defective or
     deficient,  then PEDB,  provided  it has been given  appropriate  authority
     under the Contracts,  and if PEDB has not been given appropriate  authority
     then NEWCO, will:

     14.1.1 Require the Contractor or Supplier to stop all or any portion of its
          work and  require  special  inspection  or  testing of such work to be
          performed  to  determine   whether  it  is  in  compliance   with  the
          requirements of the applicable Contract or Purchase Order,  whether or
          not such work is then fabricated, installed or completed; and


                                        8
<PAGE>
     14.1.2 Reject and cause to be  remedied  the work which does not conform to
          the  requirements  of the  Contracts or Purchase  Orders,  or which is
          defective or unlawful for any reason.

14.2 Provided, however, that any monitoring or inspection, or failure to monitor
     or inspect,  by PEDB shall not relieve the  Contractors  or Suppliers  from
     their responsibility for construction means, methods, techniques,  sequence
     and procedures,  nor from their responsibility to carry out their Contracts
     strictly in accordance with their terms.

14.3 With regard to Project safety, PEDB will:

     14.3.1 Designate a responsible  member of PEDB's  organization whose duties
          will include safety at the Site; and

     14.3.2 Monitor compliance by Contractors,  Suppliers and others at the Site
          with the Project  Safety  Program  initiated  by PEDB for the Project,
          other  safety  requirements  and the  programs of  authorities  having
          jurisdiction,  provided  however that such monitoring will not relieve
          the  Contractors or Suppliers of their sole  responsibilities  for the
          safety of persons and property,  for compliance with the  requirements
          of all authorities having  jurisdiction with regard to the performance
          of their work for the  Project or from  their sole  responsibility  to
          carry out their  Contracts  strictly  in  accordance  with  Contract's
          terms.

15.  CONTRACTS

15.1 PEDB  will  reproduce  and  distribute  copies of the  Contracts  and other
     documents   required  for  bidding  and  field   purposes.   The  costs  of
     reproduction and distribution will be Reimbursable Costs to PEDB.

16.  CONTRACT INTERPRETATION

16.1 If PEDB is expressly given authority by NEWCO in the Contracts to interpret
     design intent, then PEDB will do so in an unbiased and impartial manner and
     NEWCO will accept such interpretations. If PEDB is not given such authority
     in the  Contracts,  then PEDB  will  refer all  questions  relating  to the
     interpretation  of design  intent and the Contract to NEWCO,  together with
     PEDB's recommendations regarding the same.

17.  SHOP DRAWINGS AND SAMPLES

17.1 PEDB will review and approve for general  conformance  with design all shop
     drawings,  product data and samples submitted by Contractors and Suppliers.
     PEDB will establish and implement procedures for expediting, processing and
     approving shop drawings, product data and samples.


                                        9
<PAGE>
18.  REPORTS AND PROJECT SITE DOCUMENTS

18.1 PEDB will  record the  progress  of the  Project  and will  submit  written
     progress reports to NEWCO on a weekly basis, or at such other frequency and
     times as NEWCO may reasonably  request.  The progress  reports will include
     information on the Contractor's  work,  status of Supplier  Contracts,  the
     percentage of  completion,  whether the Project is on schedule,  updates to
     the  Project  Schedule,  a listing  of  Change  Orders  and other  relevant
     documents.  PEDB will keep a daily Project  report  available for review by
     NEWCO and will:

     18.1.1 Maintain a current  record at the Site of all  necessary  Contracts,
          shop drawings, samples, purchases, materials,  equipment,  maintenance
          and operating manuals,  instructions,  and other documents,  including
          revisions thereto, which arise out of the Contracts or the Project;

     18.1.2 Obtain  from  Contractors  and  Suppliers  a  current  set of record
          drawings,  specifications,  and operating and maintenance  manuals. At
          the completion of the Project, PEDB will deliver to NEWCO;

          (a)  Copies of record drawings including: one (1) electronic copy, two
               (2) reproducible copies (sepias) and four (4) prints,
          (b)  Two (2) copies of all  specifications,  design standards and site
               reports
          (c)  Four (4) copies of all operation and maintenance manuals.

     18.1.3 Prepare,  maintain and submit to NEWCO cost-control summary reports,
          cost-control  log,  quotation  log,  vendor  log and other  reports as
          necessary or as required by NEWCO.

19.  START-UP ASSISTANCE AND SUPERVISION

19.1 PEDB's construction  management staff will assist in and direct the initial
     start-up and testing of equipment and systems by the Contractors. PEDB will
     provide service under a separate  Commissioning and Training  Agreement for
     start-up assistance and supervision.

20.  CHECK-OUT AND COMMISSIONING

20.1 In  connection  with the  check-out  and  commissioning  of  equipment  and
     components of the Project,  PEDB will, under the Commissioning and Training
     Agreement perform the following services:

     20.1.1  Arrange  for  and   schedule   such   installation   and   start-up
          representatives  of  Suppliers  as PEDB may  consider  necessary to be
          present during start-up;

     20.1.2 Schedule the final check-out of equipment by piece and by area;


                                       10
<PAGE>
     20.1.3 In conjunction with the maintenance personnel;

          (A)  direct  the  check  out of  utilities,  equipment  and  operating
               systems  by  the   Contractors;   and
          (B)  check equipment and installation of equipment for compliance with
               the requirements of the manufacturers of such equipment;

     20.1.4 Schedule and implement test running and test start-up procedures and
          performance   tests  to   demonstrate   compliance   with   guaranteed
          performance levels; and

     20.1.5  Co-ordinate  the  take  over  by  NEWCO's  operation  personnel  of
          equipment from Suppliers and Contractors of equipment, by area.

21.  COMMISSIONING AND START-UP

21.1 PEDB  will  provide  NEWCO  with ten days  notice  in  advance  of the date
     commissioning of the Project will commence.

21.2 PEDB,  under  the  Commissioning  and  Training  Agreement,   will  provide
     commissioning personnel who will supervise the commissioning of the Project
     after  start-up.  NEWCO will provide  operation  personnel  throughout  the
     commissioning  period who will take instructions from PEDB's  commissioning
     personnel.

21.3 PEDB will  co-ordinate the  commissioning  personnel of the Contractors and
     Suppliers.

21.4 During  commissioning  of the Project,  PEDB will monitor the  check-out of
     utilities and the  operation of systems and  equipment by the  Contractors,
     Suppliers and NEWCO's personnel for readiness,  calibration of controls and
     equipment,  functional  verification  testing,  and other initial operation
     functions  associated with the start-up and commissioning of the Project as
     a whole.

22.  OPERATIONS MANUAL

22.1 PEDB will prepare an operations manual for the completed Project.  Training
     of  NEWCO's  plant  operation  personnel,  if  required  by NEWCO,  will be
     provided under the Commissioning and Training Agreement.

23.  SUBSTANTIAL PERFORMANCE

23.1 PEDB will determine and certify the date of Substantial  Performance of the
     Project and the date of Substantial Performance of each of the construction
     Contracts.  PEDB  will  prepare  for each  Contract  a  deficiency  list of
     incomplete  or  unsatisfactory  items and a schedule for their  completion.
     PEDB  will  monitor  and  review  the  correction  and  completion  by  the
     Contractors of all defects and deficiencies on their respective  deficiency
     lists.

24.  TOTAL PERFORMANCE


                                       11
<PAGE>
24.1 PEDB will  determine and certify the dates of total  performance of each of
     the  Contracts.  PEDB will  obtain and  transmit  to NEWCO the  guarantees,
     affidavits,  releases,  bonds and waivers  required by the Contracts.  PEDB
     will turn over to NEWCO all necessary  keys,  manuals,  record drawings and
     maintenance manuals received from the Contractors.

25.  FINAL INSPECTION PRIOR TO EXPIRY OF WARRANTY

25.1 At the request of NEWCO,  PEDB will inspect the Project 60 to 90 days prior
     to the end of the guarantee  period  provided for in the Contracts with the
     Contractors  and  Suppliers,  and PEDB  will  provide  to NEWCO a  detailed
     written  report of any  non-conformities  or  deficiencies  covered by such
     guarantees.

26.  CLAIM ASSISTANCE

26.1 If any claim or action is made or brought  against NEWCO by any  Contractor
     or Supplier,  PEDB will assist NEWCO in evaluating  and  defending  against
     such claim or action. Provided that such evaluation and assistance does not
     require a time commitment of more than three (3) working days of an officer
     or employee of PEDB, such assistance  will be provided  without charge.  If
     such evaluation and assistance  extends beyond three (3) working days NEWCO
     will pay PEDB at a rate equivalent to PEDB's normal chargeout  rates,  plus
     expenses, for this additional period .

27.  POST-CONSTRUCTION SERVICES:

27.1 PEDB will  conduct  a final  Project  review  and will  advise  NEWCO as to
     continuing  or  newly-observed  defects  or  deficiencies  in  the  Project
     observed during that review.

28.  SCHEDULE FOR PERFORMANCE OF SERVICES

28.1 PEDB will provide the Services  generally in  accordance  with the Schedule
     for  Engineering  attached  as  Appendix  A to this  Schedule  1,  Scope of
     Services.

29.  DRAWINGS TO BE PROVIDED BY PEDB

29.1 PEDB will prepare the necessary  drawings for the Project for tendering and
     construction  purposes  according  to the List of Drawings to be  provided,
     attached as appendix B to this Schedule 1. Suppliers and  Contractors  will
     be responsible for all drawings according to this same appendix B.

29.2 PEDB  will  determine  the  actual  number  of  drawings  required  for the
     fulfilment of its responsibilities under this Agreement. If PEDB determines
     that it is not  necessary  to supply all  drawings  included on the List of
     Drawings  in  appendix B to this  Schedule 1 PEDB will not be  required  to
     supply such drawings. If PEDB is required to supply more than an additional
     5% of the number of drawings  listed on the list of drawings to be provided
     in appendix B to this Schedule 1 then NEWCO will pay PEDB for preparing and
     providing those drawings based on PEDB's normal hourly chargeout rates.


                                       12
<PAGE>
29.3 PEDB  will  provide  copies of the  following  documents  in the  following
     quantities to NEWCO for its review:

     Drawing  Type  and  Destination               Print     Reproducable
     -------------------------------               -----     ------------

     a)   General  Layouts,  Process
          and  Instrument  Diagrams
          and  Electrical  Drawings:

     i)     Conceptual                               2     0

     ii)     ertified                                2     1

     b)     Other Engineering Drawings Certified     2     1

     c)     Design  Standards  and
            Specifications  Certified                2     0

     d)     Vendor  Drawings:

     i)     Preliminary                              3     0
                                                     3     0
     ii)     Certified

     e)     Vendor  Manuals                          4     0

     f)     Site  Surveys  and  Reports              2     0


                                       13
<PAGE>
PART  B  -  SERVICES  EXCLUDED

PEDB  will  not  be  required  to  provide  the following services, rather these
services, as required for the execution of the Project, will be procured by PEDB
on  behalf  of,  and  in  the  name  of  NEWCO:

1.   GENERAL

1.1  All geological investigation and geotechnical engineering;

1.2  Advising on insurance and bonding;

1.3  All environmental investigations, consulting and advice;

1.4  All work and services  related to hazardous  substances,  including but not
     limited to  encountering,  handling,  treating or  disposing  of  hazardous
     substances;

1.5  All services or work related to nuclear hazards;

1.6  All services and work indicated in the Turnkey Construction Agreement to be
     provided by TTTI; and

1.7  All other  services and work not  specifically  mentioned in Part A of this
     Schedule 1.

PART  C  -  ADDITIONAL  SERVICES

The following Services shall constitute additional Services for which PEDB shall
be  paid  additional compensation under the Commissioning and Training Agreement
or  under  the  Maintenance  Services  Agreement  to be entered into by PEDB and
NEWCO.

1.   GENERAL

1.1  Training of operating and maintenance staff;

1.2  Post-start-up  services and  assistance for operation or maintenance of the
     project facilities.


                                       14
<PAGE>

     SCHEDULE  1  -  APPENDIX  A

     SCHEDULE  FOR  ENGINEERING


<PAGE>


     SCHEDULE  1  -  APPENDIX  B

     LIST  OF  DRAWINGS  TO  BE  PROVIDED


<PAGE>
                                   SCHEDULE 2
                                       OF
                                   SCHEDULE A



                                   SCHEDULE 2
                                  COMPENSATION

1.0  FIXED FEE

1.1  NEWCO will pay a lump sum,  fixed fee to PEDB in the following  amount (the
     "Fixed    Fee"),    exclusive    of   all   Taxes   and   custom    duties:
     __________________________________________________________________

1.2  NEWCO shall pay, in addition  to the Fixed Fee,  all  applicable  Taxes and
     custom duties.

1.3  The  Fixed  Fee will be  subject  to  adjustment  based on  changes  to the
     Services required by NEWCO under this Agreement.

1.4  The Fixed Fee shall be paid to PEDB in accordance with the following:

1.4.1A down payment of  __________________________  percent (____%) of the Fixed
     Fee within 14 days of receipt by NEWCO of PEDB's invoice therefor, less the
     advance of $______________ paid to PEDB by NEWCO prior to or upon execution
     of this Turnkey Construction Agreement; and

1.4.2The  balance  of the  Fixed  Fee in  instalments  in  accordance  with  the
     following schedule of progress payments:


<PAGE>
                                               % OF TOTAL
                                                 TURNKEY
                                              CONSTRUCTION   TOTAL INVOICE
PROGRESS NO.      INVOICE DATE  PAYMENT DATE    AGREEMENT       AMOUNT
================  ============  ============  =============  =============

Paid to Date                                              %
Down Payment                                              %
1                                                         %
2
3
Final Payment,
inclusive of all
holdbacks                                                 %
TOTALS                                                 100%


2.0     REIMBURSABLE  COSTS  AND  FLAT  RATE  CHARGES

2.1  In addition to the amounts to be paid to PEDB as provided for  elsewhere in
     the  Turnkey  Construction  Agreement,  PEDB  shall  be paid by  NEWCO  the
     following reimbursable costs and flat rate charges:

2.2  The  cost  of  obtaining  surveys,  including  topographical  and  geodetic
     surveys, soil reports, soil sampling, water analyses,  testing,  subsurface
     investigations,  zoning  restrictions  and  utility  locations  as  may  be
     required by PEDB to assess the most  suitable  location on the Site for the
     Project;

2.3  The  cost  of   reproduction   and  delivery  of   information,   drawings,
     specifications and other documents necessary for the Project, including but
     not limited to plans,  drawings,  specifications,  contracts  and  purchase
     orders;

2.4  The expense of long distance telephone calls, telegrams and telex;

2.5  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;

2.6  The expense of transport,  subsistence  and lodging in connection  with the
     Project.  Car expenses shall be charged at $0.35 per  kilometre,  and other
     means of travel at cost plus 15%;

2.7  The costs to PEDB that can be demonstrated to result from the insolvency or
     failure to perform of any Contractor or Subcontractor;

2.8  The costs of quality  assurance such as independent  inspection and testing
     services;

2.9  Charges levied by authorities  having  jurisdiction  over the Project which
     were not reasonably foreseeable at the time of execution of this Agreement;

2.10 Premiums for all bonds and  insurance  which PEDB may be requested by NEWCO
     to  provide  over and  above  those  normally  maintained  by PEDB,  unless
     specified  elsewhere  in this  Agreement to be provided  without  charge to
     NEWCO;

2.11 Costs  incurred  due to  emergencies  affecting  the  safety of  persons or
     property;


                                      -2-
<PAGE>
2.12 Legal  costs,  incurred  by PEDB,  arising out of the  performance  of this
     Agreement  provided that such do not arise out of any negligence or failure
     to perform this Agreement in accordance with its provisions;

2.13 Costs incurred by PEDB, with NEWCO's permission, in expediting the rejected
     work or the warranty work of Contractors and Subcontractors;

2.14 The costs of auditing when requested by NEWCO;

2.15 The cost of all advertising incidental to the Project; and

2.16 All other  costs  reasonably  incurred  by PEDB in the  performance  of the
     Services.

3.0  Any  reimbursable  costs specified in the immediately  preceding  Section 2
     that are internal costs to PEDB shall be reimbursed at the prevailing rates
     charge  by  other  consultants  in the same  jurisdiction  as PEDB for such
     costs. Items for which there are no prevailing rates shall be reimbursed at
     a rate to reflect PEDB's reasonable internal cost.

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


                                      -3-
<PAGE>
                                   SCHEDULE 3
                                       OF
                                   SCHEDULE A



                                   SCHEDULE  3
                               GENERAL  CONDITIONS
                                    CONTENTS
                                    --------


                                                  PAGE
                                                  ----
  1.   DEFINITIONS AND INTERPRETATION                 1
  2.  PEDB'S SERVICES . . . . . . . . . . . . . . .   6
  3.  COST ESTIMATES. . . . . . . . . . . . . . . .   6
  4.  CAD DRAWINGS, COMPUTER SOFTWARE AND DATA. . .   7
  5.  STANDARD OF SERVICES. . . . . . . . . . . . .   8
  6.  CHANGES . . . . . . . . . . . . . . . . . . .   9
  7.  EMPLOYEES AND SUBCONSULTANTS OF PEDB. . . . .  10
  8.  NEWCO'S RIGHTS AND RESPONSIBILITIES . . . . .  11
  9.  CONTRACTORS . . . . . . . . . . . . . . . . .  13
 10.  SCHEDULE, DELAYS AND SUSPENSION OF WORK . . .  13
 11.  FORCE MAJEURE . . . . . . . . . . . . . . . .  14
 12.  WARRANTIES AND REPRESENTATIONS. . . . . . . .  15
 13.  TAXES AND DUTIES. . . . . . . . . . . . . . .  15
 14.  REIMBURSABLE COSTS. . . . . . . . . . . . . .  16
 15.  PROGRESS PAYMENTS AND WITHHOLDING OF PAYMENTS  16
 16.  DAMAGES . . . . . . . . . . . . . . . . . . .  17
 17.  INDEMNIFICATION . . . . . . . . . . . . . . .  18
 18.  INSURANCE . . . . . . . . . . . . . . . . . .  20
 19.  TERMINATION . . . . . . . . . . . . . . . . .  20
 20.  DISPUTE RESOLUTION. . . . . . . . . . . . . .  22
 21.  INTELLECTUAL PROPERTY . . . . . . . . . . . .  23
 22.  HAZARDOUS SUBSTANCES. . . . . . . . . . . . .  27
 23.  SAFETY AND WORKERS COMPENSATION . . . . . . .  28
 24.  COMPLIANCE WITH APPLICABLE LAWS . . . . . . .  28
 25.  WAIVER. . . . . . . . . . . . . . . . . . . .  28
 26.  INDEPENDENT CONTRACTOR. . . . . . . . . . . .  29
 27.  LAW AND LANGUAGE OF THE CONTRACT. . . . . . .  29


                                       i
<PAGE>
 28.  SUCCESSION. . . . . . . . . . . . . . . . . .  29
 29.  ASSIGNMENT. . . . . . . . . . . . . . . . . .  29
 30.  SEVERABILITY. . . . . . . . . . . . . . . . .  29
 31.  ENTIRE CONTRACT . . . . . . . . . . . . . . .  29


                                      ii
<PAGE>
                               GENERAL CONDITIONS

1.   DEFINITIONS AND INTERPRETATION

1.1  "AGREEMENT"  where  used in  this  agreement  means  the  executed  Turnkey
     Construction  Agreement  between  NEWCO and PEDB,  including  the  attached
     Schedules  incorporated  by reference  into the Agreement and which form an
     integral part of the Agreement.

1.2  "AUTHORITIES HAVING  JURISDICTION" means such provincial,  state,  federal,
     regional,  municipal  and  other  authorities  and  bodies  that  may or do
     exercise  some  measure of control over the Project or Site through any one
     or more of codes, laws, rules,  regulations,  ordinances,  by-laws, decrees
     and directions, whether written or unwritten.

1.3  "CHANGE" in  relation  to the  Services  means an  addition,  substitution,
     deletion, variation, cancellation,  omission or delay of part or all of the
     Services  required to be performed or provided  under the Agreement but, in
     relation to the Contract of any Contractor or Supplier,  means an addition,
     substitution,  deletion, variation, cancellation, omission or delay of part
     or all of the work required to be performed or provided  under the Contract
     of that Contractor or Supplier.

1.4  "CHANGE  ORDER"  in  relation  to  the  Services   means  NEWCO's   written
     authorization  to proceed  with a Change in the  Services,  signed by or on
     behalf of NEWCO  and PEDB by their  respective  authorized  representatives
     but, in  relation to the  Contract of any  Contractor  or  Supplier,  means
     PEDB's written  authorization  to changes in the Contracts,  signed by PEDB
     and  the  Contractor  or  Supplier  or  by  their   respective   authorized
     representatives.

1.5  "CONSEQUENTIAL  DAMAGES" to NEWCO means damages,  loss,  costs and expenses
     howsoever  caused or  arising,  related  to loss of use,  loss of actual or
     anticipated  profits,  loss  of  markets,  loss  of  production,   loss  of
     productivity,  loss of revenue,  interest  expense,  standby  time,  delay,
     impacts,  overhead and all other indirect and consequential loss, injuries,
     costs,  expenses and damages,  including  without  limitation  liability to
     NEWCO's customers,  Contractors,  Suppliers and other third parties arising
     out of any of the foregoing.

1.6  "NEWCO"  is the  person,  firm  or  corporation  identified  as such in the
     executed Agreement.

1.7  "NEWCO'S CONSULTANT" means professionals and other specialists,  other than
     PEDB, engaged by NEWCO directly.

1.8  "CONSTRUCTION  BUDGET" means PEDB's estimated  Construction  Cost including
     contingencies for cost increases.


<PAGE>
1.9  "CONSTRUCTION  COST" means the total of all Contracts,  Supplier Contracts,
     Purchase  Orders  and  all  other  costs  of  the  Project,  including  all
     applicable  Taxes  whether  recoverable  or not,  but does not  include the
     compensation of PEDB and its Subconsultants under this Agreement,  the cost
     of the land, financing costs, legal costs,  development costs, or the costs
     of the employees and consultants of NEWCO.

1.10 "CONSTRUCTION  MANAGER" means the representative of PEDB designated as such
     by PEDB in writing to NEWCO.

1.11 "PEDB" has the meaning specified in the preamble to this Agreement.

1.12 "CONTRACT" and "CONTRACTS"  means the agreement(s)  with the  Contractor(s)
     for the provision of one or more of labour, services, materials,  products,
     equipment and systems in connection with the construction of the Project.

1.13 "CONTRACT  DOCUMENTS"  means  the  documents  comprising  the  Contract  or
     Contracts, as applicable, including but not limited to all plans, drawings,
     specifications  and other  documents  relating to the Project  issued by or
     through  PEDB that are  referenced  in or otherwise  incorporated  into the
     Contracts.

1.14 "CONTRACTOR"  and  "CONTRACTORS"  means  the party or  parties  contracting
     directly  with NEWCO or PEDB as NEWCO's  agent for the  provision of one or
     more of labour,  services,  materials and equipment in connection  with the
     construction  of the  Project,  and unless the context  otherwise  requires
     includes Suppliers.

1.15 "CONTRACT  TIME"  with  respect  to each  Construction  Contract  means the
     projected date for substantial  performance of the Construction Contract as
     specified in the Contract between PEDB or NEWCO and the Contractor.

1.16 "COST CONTROL  PROCEDURE"  has the meaning as defined at 11.1 of Schedule 1
     to this Agreement.

1.17 "DAY" and "DAY" means one calendar day.

1.18 "ELECTRONIC INFORMATION" has the meaning as defined at 4.1 of these General
     Conditions.

1.19 "ENGINEERING PROGRAM" means the package of engineering services required to
     deliver the specific  Turnkey Plant Project,  including such things as site
     engineering, preparation of site specific plant drawings, local engineering
     tasks  and  engineering  modifications  and  interpretations  which  may be
     required to meet local regulatory requirements;

1.20 "DRAWINGS AND SPECIFICATIONS"  means the plans, drawings and specifications
     prepared by PEDB for the Contracts based on the preliminary design, general
     layout and specifications for the Project approved by NEWCO.


                                      -2-
<PAGE>
1.21 "FIELD  INSPECTION"  means inspection of the  Contractor's  work by PEDB by
     applying  such random  sampling  procedures on the site as PEDB in its sole
     professional  discretion  considers  necessary  to enable  it to  ascertain
     whether  the  Contractor  is  generally  carrying  out the work in  general
     conformity with the design concepts for the Project.

1.22 "FIELD  SERVICES"  means the  provision of personnel at the Site by PEDB to
     interpret drawings and specifications, to carry out Field Inspection and to
     administer and coordinate the Project.

1.23 "FINAL PAYMENT" has the meaning as defined in Section 15.3 to these General
     Conditions.

1.24 "FIXED FEE" means the fixed fee, if any, which is  specifically  set out in
     the executed  part of the  Agreement  between the  parties.  If there is no
     fixed fee  specified in the executed  part of the  Agreement  then the term
     "Fixed Fee"  wherever used shall be deemed to mean the total fee to be paid
     to PEDB under the Agreement, as adjusted in accordance with the Agreement.

1.25 "FORCE  MAJEURE"  and "ACTS OF FORCE  MAJEURE"  mean acts of any  national,
     civil or military authority, governmental priorities, civil commotion, war,
     insurrection,  acts of the public enemy, riots, epidemics, sabotage, fires,
     explosions,  storms, floods, earthquakes,  adverse weather conditions, acts
     of God, embargoes, injunctions or stoppages of work pursuant to an order of
     a court or other public  authority which order is not issued as a result of
     an act or fault  of  either  party,  inability  due to  causes  beyond  the
     reasonable  control of a party to obtain  necessary  and  proper  labour or
     transportation,  strike,  lock-out or other  labour  disruption,  or delays
     beyond the  reasonable  control of a party of carriers and  suppliers,  and
     similar events or conditions  (excluding  financial inability and financial
     inability  to  prevent  or  mitigate  any  of  the  foregoing)  beyond  the
     reasonable  control  of  a  party  which  delay  or  prevent  that  party's
     performance  of the  Agreement,  provided that such delay or prevention was
     not caused in whole or in part by that  party's  wilful act or  negligence.
     Notwithstanding  the  foregoing,  strikes,  lock-outs  and labour  disputes
     between NEWCO and its employees  shall not constitute  Force Majeure unless
     they are part of an  industry  wide  strike,  lock-out  or  labour  dispute
     involving  all  other  unionized  companies  in the  same  industry  in the
     jurisdiction in which the Site is located.

1.26 "GENERAL TECHNICAL SPECIFICATIONS" means the general specifications for the
     Project attached as Schedule 5 to the Agreement.

1.27 "HAZARDOUS   SUBSTANCES"  means  any  contaminant,   pollutant,   dangerous
     substance,  toxic substance,  nuclear material or substance,  liquid waste,
     industrial waste,  gaseous waste, hauled liquid waste,  hazardous material,
     or hazardous  substance as defined or  identified  pursuant to any federal,
     provincial,  state,  regional or  municipal  statute,  by-law,  regulation,
     ordinance, order or publication, or any other applicable law or publication
     of  any  authority  having  jurisdiction,   relating  to  the  environment,
     occupational  health and safety,  product liability or transportation  and,
     without limiting the generality of the foregoing,  includes any soil or any
     solid, liquid or gaseous substances containing any of the foregoing.


                                      -3-
<PAGE>
1.28 "NUCLEAR  MATERIALS"  has the meaning as indicated in section 22.3 of these
     General Conditions.

1.29 "MONTH" and "MONTH" means one calendar month.

1.30 "OWNER" means the person,  firm or corporation that owns the property where
     the  Project is to be  located.  The Owner may be, but is not  necessarily,
     NEWCO.

1.31 "PLACE  OF THE WORK"  means the  province,  state or  country  in which the
     designated Site of the Project is located.

1.32 "PROJECT" has the meaning assigned to this executed Agreement.

1.33 "PROJECT  MANAGER" means the  representative  of PEDB designated as such by
     PEDB in writing to NEWCO.

1.34 "PROJECT SCHEDULE" means initially the preliminary schedule for the Project
     either attached as a separate schedule to the Agreement or specifically set
     out in the  Agreement,  which may be amended or varied from time to time in
     accordance  with the  Agreement.  If no Project  Schedule  is  attached  or
     specifically set out in the Agreement,  then the Project Schedule means the
     schedule for the Project  prepared by PEDB to coordinate  and integrate the
     Services with the construction schedules for the Project.

1.35 "PURCHASE ORDER" means NEWCO's order for the provision of labour, services,
     equipment,  material, products, systems or other items from a Contractor or
     Supplier.

1.36 "SCHEDULE FOR ENGINEERING"  means the schedule  specified in or attached to
     the Agreement  and which  indicates the general time frame within which the
     various  parts of the Services  are to be provided by PEDB.  If no separate
     Schedule for Engineering is included in the Agreement and if specific parts
     of  the  Services  to be  provided  by  PEDB  are  clearly  and  separately
     identified in the Project Schedule, then the Schedule for Engineering shall
     be  construed  to mean those  portions  only of the Project  Schedule  that
     clearly and  separately  identify the  specific  Services of PEDB under the
     Agreement.

1.37 "SERVICES"  means  the  services  of  PEDB  as  defined  in  this  executed
     Agreement.

1.38 "SHOP  DRAWINGS"  means  drawings,  diagrams,   illustrations,   schedules,
     performance  charts,  technical brochures and other data which are provided
     by the Contractors or Suppliers to illustrate details of their work.

1.39 "SITE" means the property  for which the  Services are  performed  and upon
     which the Project is located or to be constructed.

1.40 "SUBCONSULTANT"  means anyone engaged  directly by PEDB in connection  with
     the Project for the  provision of one or more of design  services,  labour,
     materials, equipment, products, systems or supplies which PEDB is obligated
     to  provide  under  this  Agreement,   and  includes   subconsultants   and
     subcontractors of PEDB.


                                      -4-
<PAGE>
1.41 "SUBCONTRACTOR"  is a person,  firm or corporation having a direct contract
     with a  Contractor  to  perform  a part or parts  of the Work or to  supply
     products for the Work,  including  but not limited to products  worked to a
     special design.

1.42 "SUBSTANTIAL  PERFORMANCE"  of the  Project as a whole is as defined in the
     lien  legislation  applicable to the Place of the Work. If such legislation
     is  not  in  force  or  fails  to  use or  define  such  term,  Substantial
     Performance  means when all of the Work for the Project as a whole is ready
     to use or is being used for the purpose  intended  and is so  certified  by
     PEDB. In connection with any particular construction Contract,  Substantial
     Performance  of the Contract means when the work that is the subject of the
     Contract is ready to use or is being used for the purpose  intended  and is
     so certified by PEDB.

1.43 "SUPPLIER" is a person, firm or corporation contracting directly with NEWCO
     for the  provision  of one or more of  equipment,  materials,  products and
     systems which will form a permanent part of the Work and includes Vendors.

1.44 "TAXES"  means all taxes and  duties,  other than  personal  and  corporate
     income taxes,  imposed by Canada, any province or territory thereof, or any
     political  subdivision  of the foregoing or any foreign  jurisdiction,  and
     includes  without  limitation  all  social  services,   federal  goods  and
     services,  value added, sales, use and gross receipts taxes, as well as all
     import and custom duties,  excise taxes and similar taxes and contributions
     levied  or  imposed  by any level of  government  or any  authority  having
     jurisdiction.

1.45 "TRADE CONTRACTOR" means Subcontractor.

1.46 "VENDOR" is a person, firm or corporation contracting with NEWCO to provide
     equipment to NEWCO for incorporation into the Project.

1.47 "WORK" means the totality of all labour,  materials and  equipment  used or
     incorporated into the Project by the Contractors and Suppliers  pursuant to
     the Contracts and Purchase Orders.

1.48 References to an article,  clause or paragraph of these General  Conditions
     or any part of the  Agreement  made by  reference  to the  term  "Article",
     "General Condition",  "GC" or some similar designation followed by a number
     shall be deemed to be a reference to the article, general condition, clause
     or  paragraph  of  this   Agreement   plus  all  clauses,   paragraphs  and
     sub-paragraphs containing that number as a prefix.

1.49 Wherever the  singular,  masculine  or neuter is used in this  Agreement it
     shall be construed as if the plural or feminine or body  corporate,  as the
     case may be, had been used where the context or the parties so require.


                                      -5-
<PAGE>
1.50 In the event of any conflict, variation, ambiguity or inconsistency between
     the terms of the  executed  Agreement  and any  schedules  attached  to the
     Agreement,  the terms and conditions of the Agreement shall prevail and the
     provisions  of any  schedules  shall  govern  in  the  following  order  of
     precedence,  with the first listed taking  priority over those listed after
     it:

          Scope  of  Work/Services
          Compensation
          Special  Conditions
          General  Conditions
          Specifications/Drawings
          Project  Schedule
          Other  Schedules

     Provided,  however,  that where any provision in any schedule  specifically
     refers to another  schedule  or another  part of the  Agreement  by express
     reference and then expressly modifies or amends that other provision,  then
     such modification or amendment shall take precedence and prevail.

2.   PEDB'S SERVICES

2.1  PEDB will provide the Services to NEWCO in accordance with the terms of the
     Agreement.

2.2  PEDB will obtain all  business  permits and  licenses  that are required of
     PEDB to perform its Services under the Agreement.

2.3  NEWCO,  upon request from PEDB, will employ and pay as NEWCO's  Consultants
     such  specialist  consultants,  including but not limited to  geotechnical,
     environmental,  hydrology  and other  consultants,  as PEDB may  reasonably
     require to enable PEDB to provide the Services in a manner  satisfactory to
     PEDB.  NEWCO and NEWCO's  Consultants  shall be solely  responsible for the
     work and services of all NEWCO's Consultants.

2.4  If PEDB or anyone  employed by or through PEDB is  subpoenaed  or otherwise
     required  to attend  and  testify  before  any court or in any  arbitration
     proceeding with regard to any matter  relating to the Services,  other than
     with regard to a dispute solely between NEWCO and PEDB,  then PEDB shall be
     paid its normal charge out hourly rates for such personnel,  plus all costs
     and  expenses,  for  preparing  for and  testifying  before  such  court or
     arbitration proceeding.

3.   COST ESTIMATES

3.1  PEDB will not be  responsible  for overruns in  estimates  of  Construction
     Costs contained within the Construction  Budget.  As neither PEDB nor NEWCO
     has control over the cost of labour,  materials or  equipment,  or over the
     Contractor's  methods  of  determining  bid  prices,  or  over  competitive
     bidding, market or negotiating conditions, PEDB cannot and does not warrant
     or  represent  that  bids or  negotiated  prices  will  not  vary  from any
     estimates  of  Construction  Cost by PEDB.  PEDB in any event  shall not be
     liable or  responsible  for any  variance  from any  estimated  or budgeted
     Construction  Cost  or  Project  budget,   whether  established  under  the
     Agreement or otherwise,  and any such variance shall not constitute grounds
     for NEWCO withholding fees or any other payments due to PEDB.


                                      -6-
<PAGE>
3.2  If the bidding or  negotiation  phase for the Work to be  constructed  by a
     Contractor  has not  commenced  within  three months after PEDB submits the
     tender documents to NEWCO,  the budget for the  Construction  Cost shall be
     adjusted  to  reflect  any  change  in the  general  level of prices in the
     construction  industry  between  the  date  of  submission  of  the  tender
     documents to NEWCO and the date on which tenders are sought.

4.   CAD DRAWINGS, COMPUTER SOFTWARE AND DATA

4.1  Unless otherwise expressly provided in the Agreement and initialled by PEDB
     at the time of execution of the  Agreement,  the provision to NEWCO by PEDB
     of any computer software,  computer data, CAD drawings or computer hardware
     (the  "Electronic  Information"),  including  providing  same by or through
     electronic media such as disk or tape or by or through electronic transfer,
     shall be provided subject to the following terms and conditions and express
     limitations of liability:

     4.1.1Electronic  Information provided by PEDB will be in the format used by
          PEDB.  PEDB does not warrant  compatibility  with any  computer or any
          other electronic  equipment of NEWCO and PEDB shall not be required to
          amend or vary the  files  to  accommodate  or take  into  account  any
          incompatibility between the files and the software or hardware used by
          NEWCO.

     4.1.2PEDB shall not be responsible  for making the  Electronic  Information
          compatible   with  any  existing  or  future  computer  or  electronic
          equipment of NEWCO.  Further,  PEDB shall not be responsible  nor have
          any liability  whatsoever to update any of the Electronic  Information
          in future.

     4.1.3The Electronic  Information is provided  solely for use in the Project
          and for no other use or purpose.

     4.1.4All  copyright  and  intellectual   property  rights  in  and  to  the
          Electronic  Information  shall, as between NEWCO and PEDB,  remain the
          property of PEDB.

     4.1.5PEDB is not  responsible  for the  accuracy  of the CAD files and does
          not  represent  or  warrant  that the CAD  files  contain  the  latest
          versions of, or revisions  to, the  drawings.  Further,  PEDB does not
          represent or warrant that the CAD files  contain the same  information
          as, or are identical to, the printed  versions of the drawings  issued
          to NEWCO or to any  Contractor.  NEWCO  acknowledges,  understands and
          agrees  that there may be  differences  between  drawings  provided to
          NEWCO or Contractors in print and the information contained in the CAD
          files,  even if they are  apparently  identified  by the same revision
          number.


                                      -7-
<PAGE>
     4.1.6The recipient of any Electronic  Information from PEDB shall be solely
          responsible  for  verifying  that the CAD  files  received  from  PEDB
          represent drawings identical to the drawings that they receive or have
          received  from  PEDB and that the CAD files  may  represent  different
          versions or  variations  of the same  drawings.  The  recipient of any
          Electronic  Information  shall be solely  responsible for ensuring all
          revisions  to  drawings  by  PEDB  made   subsequent  to  the  version
          represented  by the CAD files provided by PEDB are  incorporated  into
          the CAD files which were  received,  as well as all drawings and files
          that the recipient  has created  based on or using those  original CAD
          files.

     4.1.7In the event of any  conflict  or  inconsistency  between  any drawing
          issued in print by PEDB and any CAD file,  the drawing issued in print
          shall govern.

     4.1.8PEDB shall bear no  liability  whatsoever  for any  computer  or other
          electronic  viruses  or  defects  or  deficiencies  contained  in  any
          Electronic Information provided by PEDB to NEWCO or anyone else.

4.2  Notwithstanding  any other  provision of the  Agreement,  the only warranty
     provided  with  regard  to any  Electronic  Information  is that  PEDB will
     replace, at no charge, defective Electronic Information that is returned to
     PEDB within  ninety (90) days of the date it is first  provided by PEDB. If
     PEDB is unable to correct the defective Electronic  Information and replace
     it  within  such  time  period  as PEDB  may  consider  appropriate  in its
     discretion,  then PEDB will refund the cost of the Electronic  Information,
     but excluding the cost of any work or services provided by PEDB with regard
     to the creation, modification or provision of the Electronic Information to
     NEWCO.  The  foregoing  is in  lieu of all  other  warranties,  express  or
     implied,   including  but  not  limited  to  any  and  all   warranties  of
     merchantability  and fitness for purpose,  whether implied  pursuant to the
     Agreement,  by statute or  otherwise.  In no event shall PEDB be liable for
     any  Consequential  Damages  arising  out  of or  relating  to  the  use or
     inability to use the Electronic Information.

4.3  The  provisions of this Section 4 are in addition to all other  disclaimers
     and limitations of liability in the Agreement.

5.   STANDARD OF SERVICES

5.1  Any design, engineering,  architectural or other such professional services
     required by this  Agreement  to be  performed  by or through PEDB which are
     required by law or the authorities  having  jurisdiction to be performed by
     licensed  or  registered  professional  engineers  or  architects  will  be
     performed by licensed or registered professional engineers and architects.


                                      -8-
<PAGE>
5.2  In the  performance  of its  Services,  PEDB  and its  Subconsultants  will
     exercise the standard of care normally  exercised by licensed or registered
     professional  architectural,   engineering,   construction  management  and
     project  management  personnel  who  perform  comparable  services  in  the
     jurisdiction in which the Services are performed.

5.3  PEDB will use reasonable efforts to perform its Services  expeditiously and
     economically, consistent with the interests of both NEWCO and PEDB.

6.   CHANGES

6.1  NEWCO,  with PEDB's consent,  may make Changes by adding to, deducting from
     or modifying the Services and shall confirm such Changes by issuing written
     Change  Orders  to PEDB.  PEDB will not be  required  to  proceed  with any
     Changes in the Services  unless provided with a written Change Order signed
     on behalf of NEWCO.  If PEDB  encounters  a Change  and  proceeds  with the
     Change prior to  obtaining a Change Order signed by NEWCO,  then NEWCO will
     promptly sign and forward to PEDB a Change Order confirming such Change.

6.2  If PEDB and  NEWCO  fail to agree on the  amount to be paid to PEDB for any
     Change,  then PEDB will be paid for its time and for its reimbursable costs
     based on the  schedule  of hourly  rates and  reimbursable  costs,  if any,
     specified in the Agreement  or, if none is specified,  then based on PEDB's
     normal rates charged for the class of personnel and disbursements  involved
     in the Change.  Payment  for any Change in  accordance  with the  foregoing
     shall be in addition to and not included  within any Fixed Fee specified in
     the Agreement.

6.3  If PEDB  considers  any direction or  instruction  of NEWCO to constitute a
     Change but NEWCO  fails to agree that the  direction  or  instruction  is a
     Change,  then PEDB  may,  but will not be  required  to,  proceed  with the
     direction or  instruction  and the issue of whether it constitutes a Change
     will be resolved in accordance  with the dispute  resolution  provisions of
     the Agreement.  Further,  if PEDB performs any work or services beyond that
     which PEDB believes is required of PEDB under the Agreement and if PEDB and
     NEWCO  subsequently  fail  to  agree  on  whether  such  work  or  services
     constitutes  a Change,  then the  issue of  whether  such work or  services
     constitutes a Change will also be resolved in  accordance  with the dispute
     resolution  provisions  of  the  Agreement.  In  either  event,  if  it  is
     subsequently  determined  that  any  additional  work  or  services  are or
     constitute  Changes  under  the  Agreement  then  PEDB will be paid for the
     Changes  in the  same  manner  and in the same  amount  as if they had been
     authorized  in writing by NEWCO as Changes  prior to their  performance  by
     PEDB.

6.4  The schedule for the  performance  of the  Services  and, if required,  the
     schedule  for the  Project  as a whole  shall  be  reasonably  extended  as
     required by PEDB to  accommodate  and  account  for any  Changes  under the
     Agreement.


                                      -9-
<PAGE>
6.5  In an  emergency  endangering  life or  property  PEDB  will  perform  such
     additional  services  and work as may be  required  to prevent or  minimize
     threatened  damage,  injury or loss.  In such  case,  PEDB will be paid its
     reasonable  costs of such  additional  services and work based on the rates
     specified in the Agreement for personnel and  disbursements  or, if no such
     rates are specified in the Agreement then based on PEDB's normal charge out
     rates for personnel and disbursements.

6.6  If a Change in the  Services,  including  any  changes to plans,  drawings,
     specifications  or other  documents  prepared  by PEDB,  is required by any
     authorities  having  jurisdiction  over the Project or the Services,  or in
     relation to the manner in which the  Services  are or have been  performed,
     then PEDB will  comply  with the  requirements  of the  authorities  having
     jurisdiction  and perform  such  additional  services  and work as they may
     require.  In such case, PEDB will be paid additional  compensation  and the
     schedule  shall be adjusted in the same manner and to the same extent as if
     a Change had been authorized and a Change Order agreed to by both NEWCO and
     PEDB.

6.7  PEDB  will  have  authority  to  order  minor  Changes  in the  work of the
     Contracts  of the  Contractors  and  Suppliers,  provided  that they do not
     involve an adjustment in the price of such contracts or an extension of the
     Project  Schedule,  and provided  that they are not  inconsistent  with the
     intent of those Contracts. Such Changes in the Contracts may be effected by
     field order or by other written order or direction of PEDB.

6.8  PEDB is not responsible for changes in the  requirements of the authorities
     having  jurisdiction  which were not reasonably  foreseeable by PEDB at the
     time  any  parts  of the  Services  affected  by  those  requirements  were
     performed.  If such  changes  in  requirements  by the  authorities  having
     jurisdiction  require  any  completed  work or  services  to be  amended or
     revised,  PEDB shall be paid for such  amendments and revisions in the same
     manner as if a Change had been  authorized  and a Change Order agreed to by
     both NEWCO and PEDB.


7.   EMPLOYEES AND SUBCONSULTANTS OF PEDB

7.1  All Services  required to be performed by PEDB under the Agreement  will be
     performed by or under the supervision of PEDB. All personnel engaged in the
     performance  of the  Services  by or  through  PEDB  will be  qualified  by
     education or  experience  to perform the work in which they are engaged and
     shall  have such  professional  qualifications  and  credentials  as may be
     required by the authorities having jurisdiction over their work.

7.2  Sufficient  qualified  personnel  will be  employed  by or through  PEDB to
     perform the Services  required of PEDB under the Agreement.  Such personnel
     will not be employees of or have any  contractual  relationship  with NEWCO
     and NEWCO will not, except through PEDB,  directly or indirectly employ any
     such personnel without the prior written consent of PEDB.

7.3  If NEWCO reasonably objects to any personnel employed by or through PEDB on
     this Project, PEDB will replace or cause to be replaced such personnel with
     other, similarly qualified personnel.


                                      -10-
<PAGE>
7.4  PEDB may  subcontract  part or all of its Services  under the  Agreement to
     Subconsultants.  PEDB will notify  NEWCO of any such  subcontracting.  PEDB
     will be  responsible  for and liable to NEWCO for the parts of the Services
     performed by its  Subconsultants to the same extent as if such parts of the
     Services were performed directly by PEDB.

7.5  PEDB may, at its discretion,  engage directly such specialist  consultants,
     including  but not limited to  geotechnical,  environmental,  hydrology and
     other consultants, as PEDB may reasonably require to enable PEDB to provide
     the  Services in a manner  satisfactory  to PEDB.  Unless  such  specialist
     consultants  are expressly  included in the Services to be provided by PEDB
     in the  Agreement,  PEDB  shall be  reimbursed  the cost of the  specialist
     consultants plus such markup for administration, overhead and profit as may
     be prescribed in a schedule or elsewhere in the Agreement,  or if no markup
     is prescribed, then a markup of 15% percent.

8.   NEWCO'S RIGHTS AND RESPONSIBILITIES

8.1  NEWCO will designate a representative of NEWCO who will be fully acquainted
     with the scope of the Project and who will have full  authority  from NEWCO
     to render decisions promptly and to furnish information expeditiously. Such
     representative  at all times  will be  available  on  reasonable  notice in
     person or by telephone.

8.2  NEWCO shall make  available to PEDB all relevant  information  or pertinent
     data as may be required by PEDB to plan and perform the Services.

8.3  NEWCO will provide and pay for all legal, accounting and insurance services
     as may be necessary for the Project,  including  such auditing  services as
     NEWCO may require to verify the Contractor's applications for payment or to
     ascertain  how or for what purpose the monies paid by or on behalf of NEWCO
     have been used.

8.4  NEWCO,  upon request from PEDB, will employ and pay as NEWCO's  Consultants
     such  specialist  consultants,  including but not limited to  geotechnical,
     environmental,  hydrology  and other  consultants,  as PEDB may  reasonably
     require to enable PEDB to provide the Services in a manner  satisfactory to
     PEDB.  NEWCO and NEWCO's  Consultants  shall be solely  responsible for the
     work and services of all NEWCO's Consultants.

8.5  NEWCO will,  in a timely  fashion  and within  such time  periods as may be
     necessary to avoid delays, interference or additional cost to PEDB, provide
     to PEDB full information  regarding  NEWCO's  requirements for the Project,
     including but not limited to NEWCO's  design  objectives,  constraints  and
     criteria,   spatial  and   functional   requirements   and   relationships,
     flexibility and  expandability,  special  equipment and systems,  budgetary
     limitations,  performance and design  criteria,  time  constraints and site
     requirements.  If NEWCO specifies materials or equipment to be used for the
     Project,  or approves the selection of such  materials or  equipment,  then
     NEWCO shall be solely  responsible for the applicability and suitability of
     the materials or equipment.


                                      -11-
<PAGE>
8.6  In  connection  with the design of processes  and the Project,  NEWCO shall
     provide to PEDB accurate data,  information and conceptual  design criteria
     as may be  considered  necessary by PEDB and PEDB shall be entitled to rely
     upon such data and information.

8.7  NEWCO,  with the assistance of PEDB,  will prepare an initial  Construction
     Budget.

8.8  NEWCO will  provide and pay for a legal  description  and a certified  land
     survey of the site and adjoining  properties as necessary for the design of
     the Project.

8.9  NEWCO will,  in a timely  fashion  and within  such time  periods as may be
     specified or necessary to avoid delays,  interference or additional cost to
     PEDB,  given  consideration  to and examine all documents,  information and
     other materials,  including sketches,  drawings,  specifications,  tenders,
     proposals  and  contracts,  submitted  by PEDB and  provide  PEDB with such
     decisions,  directions and approvals as may be considered necessary by PEDB
     for PEDB to perform its  Services.  NEWCO shall be deemed to have  approved
     any documents,  information  and other  materials  submitted by PEDB unless
     NEWCO  rejects same in writing to PEDB within seven days of  submission  by
     PEDB.

8.10 Except as otherwise expressly  specified in the Agreement,  NEWCO will make
     all reasonable efforts to obtain all required consents, approvals, licenses
     and permits from all authorities having jurisdiction.

8.11 NEWCO will promptly and in a timely fashion fulfil its  responsibilities to
     allow the orderly and economical  performance  and progress of the Services
     by PEDB and the construction of the Project by others.

8.12 NEWCO will arrange and make provision for the entry and ready access to the
     Site by PEDB and its  Subconsultants as necessary to enable PEDB to perform
     its Services.

8.13 NEWCO will, as required by PEDB, arrange for the handling,  transportation,
     storage and disposal of  Hazardous  Substances  and other toxic  substances
     encountered on or under the Site.

8.14 If NEWCO  becomes  aware of any  default  or defect in the  Project  or any
     non-conformance  or  non-compliance  by any Contractor or Supplier with the
     requirements  of any  Contract,  or by PEDB  or any of its  Subconsultants,
     NEWCO will immediately notify PEDB in writing.

8.15 NEWCO will furnish free of charge to PEDB electricity,  water,  heating oil
     or gas, telephone, fax, office facilities and toilet facilities on Site.

8.16 If  the  Services  specifically  and  expressly  include  any  start-up  or
     commissioning responsibilities on the part of PEDB, then NEWCO will provide
     and pay for all  materials  and all  operation  and  maintenance  personnel
     required  by PEDB to allow PEDB to start-up  the Project on a timely  basis
     and in accordance with the Project  Schedule.  NEWCO's  personnel will work
     under the  direction  of PEDB  during  start-up  and  commissioning  of the
     Project.


                                      -12-
<PAGE>
9.   CONTRACTORS

9.1  PEDB  will,  on  behalf  of  NEWCO,  request  and  receive  proposals  from
     Contractors  and  Suppliers  and review  same with  NEWCO.  Contracts  with
     Contractors  and  Suppliers  will only be awarded  after the  proposals are
     approved by NEWCO.

9.2  If NEWCO elects not to require any Contractor to provide a performance bond
     and a labour and  material  payment  bond in an amount  equal to or greater
     than  one-half  the value of the  applicable  Contract,  then PEDB shall be
     relieved of any liability  that PEDB may have to NEWCO in  connection  with
     such Contract to the extent that NEWCO's damages,  costs and expenses would
     have been reduced if NEWCO had required the  Contractor to provide bonds in
     a form generally acceptable in the industry and worded so as to include all
     warranties and guarantees of the Contractor.

10.  SCHEDULE, DELAYS AND SUSPENSION OF WORK

10.1 PEDB shall make every reasonable effort to complete the Services  generally
     in  accordance  with  the  time  periods  set  forth  in the  Schedule  for
     Engineering included in the Agreement. Unless otherwise expressly warranted
     and guaranteed the Schedule for Engineering  shall be considered and deemed
     approximate only.

10.2 If PEDB is  delayed  at any  time in the  progress  of the  Project  or its
     Services by any Changes in the Services, by any Changes or Change Orders in
     the Contracts,  by any act or neglect of NEWCO,  or by any cause beyond the
     reasonable control of PEDB, including but not limited to any failure of any
     governmental  authority  to issue  or any  inability  of  NEWCO  to  obtain
     necessary consents, grants, permits, licenses,  authorizations,  approvals,
     variances or final zoning  approvals,  or  environmental,  construction and
     operating  permits,  then both the Schedule for Engineering and the Project
     Schedule  will be  extended  by the  amount of time PEDB is delayed by such
     event(s)  and PEDB will be paid  additional  compensation  for all time and
     costs  associated  with such delay in accordance  with the charge out rates
     specified in the Agreement for personnel and  disbursements  or, if no such
     rates are specified,  then in accordance with the rates normally charged by
     PEDB for such personnel and  disbursements.  Such compensation  shall be in
     addition to any Fixed Fee otherwise specified in the Agreement.

10.3 NEWCO may,  without  cause,  order PEDB to suspend,  delay or interrupt the
     performance  of its  Services  or the  Project in whole or in part for such
     period  of  time  as  NEWCO  may  determine.  Such  suspension,   delay  or
     interruption  will be deemed to be a delay  beyond the control of PEDB,  in
     which case:

     10.3.1 both the Schedule for Engineering  and the Project  Schedule will be
          adjusted  by the  amount of the  delay and the  impact of the delay on
          such schedules;

     10.3.2 NEWCO  will  pay  PEDB the  reasonable  increase  in cost to PEDB of
          performing  the  Agreement  as a result of such  suspension,  delay or
          interruption by NEWCO;


                                      -13-
<PAGE>
     10.3.3 PEDB will  make  reasonable  efforts  to use the same  personnel  as
          previously  used in providing  the  Services  upon  resumption  of the
          performance of the Services and reserves the right to substitute other
          personnel if the original  personnel are no longer available,  whether
          due to other commitments of the personnel,  other commitments of PEDB,
          changes of employment, illness, incapacity, death or otherwise; and

     10.3.4 if the period of suspension  exceeds 90 days on a cumulative  basis,
          unless PEDB otherwise agrees in writing,  the Agreement will be deemed
          to be  terminated  effective as of the 90th day and PEDB shall then be
          compensated in the same manner as if the Agreement had been terminated
          pursuant to Section 19 to this Schedule effective as of that day.

10.4 If any part of the  Services  are  provided on a "fast  track" or expedited
     basis,  pursuant to which there is  insufficient  time to properly  review,
     co-ordinate and check all drawings,  designs and  specifications  in detail
     before proceeding with tendering and construction  activities,  or pursuant
     to  which  engineering,   design,   drawings  and  specifications   proceed
     coincidentally with tendering and construction activities,  then PEDB shall
     not be responsible or liable for any errors or omissions in the performance
     of the  Services  and,  as between  PEDB and NEWCO,  NEWCO  shall be solely
     responsible for all additional costs,  damages and delays incurred by PEDB,
     NEWCO, the Contractors and the Suppliers.

11.  FORCE MAJEURE

11.1 Neither  party  will be  deemed to be in  breach  of the  Agreement  if its
     failure to  perform or if its delay in  performing  any  obligation  is due
     wholly or in part to Force Majeure.

11.2 Except to the extent  allowed  elsewhere in the Agreement for specific acts
     or events of Force Majeure,  each party will be solely  responsible for its
     own costs and expenses suffered or incurred as a result of Force Majeure.

11.3 Each of NEWCO and PEDB will  notify the other  promptly  of any  failure to
     perform or any delay in  performing  due to Force Majeure and will, as soon
     as  practicable,  provide  an  estimate  to the other  party as to when the
     obligation will be performed.  Unless NEWCO and PEDB otherwise  agree,  the
     time for  performing  the  obligation  shall be extended  for a  reasonable
     period  of time,  which  will be not  less  than the  length  of the  delay
     resulting  from  such a  cause.  Both  NEWCO  and  PEDB  will  explore  all
     reasonable  avenues and  alternatives  available to avoid or mitigate  such
     delays.

11.4 If the  obligation  of either party is delayed by a period of not less than
     three consecutive  months due to Force Majeure,  and if NEWCO and PEDB have
     not agreed upon a revised basis for performing the obligation,  then either
     party may upon 30 days prior written  notice  terminate the  Agreement,  in
     which  case PEDB will be paid in the same  manner as if the  Agreement  was
     terminated pursuant to Section 19 of this Schedule as of the 30th day after
     the date written notice of termination was provided as aforesaid.


                                      -14-
<PAGE>
12.  WARRANTIES AND REPRESENTATIONS

12.1 PEDB  represents and warrants that it is financially  solvent,  able to pay
     its debts as they  mature,  possessed  of  sufficient  working  capital  to
     complete the Agreement and is  experienced  in and competent to perform the
     Services contemplated by the Agreement.

12.2 NEWCO represents and warrants that it is financially  solvent,  able to pay
     its debts as they mature,  possessed of sufficient  working capital and has
     sufficient  construction  financing available to complete the Agreement and
     the Project.

12.3 NEWCO represents and warrants that there are no Hazardous Substances under,
     in or on the Site except as specifically  disclosed on a schedule  attached
     to the Agreement.  Unless the Agreement otherwise expressly provides to the
     contrary,  NEWCO  shall be solely  responsible  for the  storage,  removal,
     remediation  or other  treatment of all Hazardous  Substances in accordance
     with the requirements of all authorities  having  jurisdiction,  whether or
     not such Hazardous  Substances are disclosed on a schedule to the Agreement
     or otherwise.  Further, if Hazardous Substances are discovered that are not
     disclosed on an attached schedule,  NEWCO will be solely responsible at its
     cost for taking all  necessary  steps to render  the  Hazardous  Substances
     harmless and removing them from Site. The Project Schedule and schedule for
     the  performance  of the Services  will be extended and, in addition to any
     compensation  otherwise due to PEDB, all additional time and costs incurred
     by PEDB as a result of the presence of Hazardous  Substances  shall be paid
     to PEDB,  based on the charge  out rates for  personnel  and  disbursements
     specified in the Agreement or, if none are specified,  then based on PEDB's
     normal charge out rates for personnel and  disbursements in the same manner
     as pursuant to a duly authorized Change Order.

12.4 Each party  represents and warrants that it has full power and authority to
     enter into and perform the Agreement,  that all necessary  proceedings have
     been taken to authorize it to enter into the Agreement,  that the Agreement
     has been signed by a duly authorized representative of such party, and that
     upon  signing  such  party  shall  thereby  be  validly  bound.  Each party
     acknowledges  that it has read the Agreement,  understands it and agrees to
     be bound by it.

13.  TAXES AND DUTIES

13.1 Subject to express and specific  provisions to the contrary in the executed
     Agreement,  NEWCO shall pay all Taxes  required or imposed by law or by any
     authority  having  jurisdiction  and which may be  applicable  to the fees,
     reimbursable  costs or other amounts or compensation paid to PEDB under the
     Agreement.  NEWCO will make all  returns or reports,  or both,  required in
     connection with all such Taxes.

13.2 NEWCO will, as between NEWCO and PEDB, be solely  responsible for paying or
     ensuring the payment of all Taxes  required to be paid in  connection  with
     the  Contracts of the  Contractors,  Subcontractors  and  Suppliers and the
     provision of any  equipment,  materials,  products and systems  directly by
     NEWCO for the Project.


                                      -15-
<PAGE>
14.  REIMBURSABLE COSTS

14.1 Subject to a clear and express  provision to the contrary  elsewhere in the
     Agreement, in addition to the fee to be paid to PEDB, NEWCO shall pay those
     Reimbursable Costs and flat rate charges of PEDB that are expressly set out
     in the Agreement or any schedules to the Agreement as Reimbursable Costs or
     flat rate  charges or, if none are set out,  then those which are  normally
     charged by other  consultants for similar services in the same jurisdiction
     as PEDB. PEDB's normal mark-up, not less than fifteen (15%) percent,  shall
     apply to all such  disbursements to cover PEDB's  administration,  overhead
     and profit.

15.  PROGRESS PAYMENTS AND WITHHOLDING OF PAYMENTS

15.1 PEDB will submit its invoice  for payment to NEWCO in  accordance  with the
     payment  provisions  contained in the  Agreement  and any  schedules to the
     Agreement,  which  invoice  will  describe  the  services  rendered and the
     reimbursable  costs incurred during the applicable  invoice  period.  If no
     payment provisions are set out elsewhere in the Agreement, invoices will be
     submitted on or before the 10th day of each month.  NEWCO will make payment
     to PEDB within fourteen (14) days after receipt of PEDB's invoice.

15.2 NEWCO shall  promptly and no later than 10 days after receipt of an invoice
     from PEDB notify PEDB of any dispute over such invoice. However, failure to
     notify PEDB in accordance  with the foregoing and the making of payment for
     such  invoice  shall not  constitute  a waiver or an  estoppel of any right
     NEWCO may have to dispute such  invoice if such invoice  contains a mistake
     readily apparent on its face.

15.3 Thirty  (30) days  after the  earlier  of  Substantial  Performance  of the
     Agreement and Substantial  Performance of the Project as a whole, PEDB will
     submit an invoice for final payment ("Final Payment"),  which will be in an
     amount  equal to the sum of the unpaid  balance of PEDB's fee or Fixed Fee,
     as applicable,  plus any amounts previously  withheld and the amount of any
     unpaid time and reimbursable  costs and expenses.  NEWCO shall pay PEDB the
     Final Payment within 15 days of the date of receipt of such invoice.

15.4 NEWCO may withhold from payments otherwise due to PEDB only such amounts as
     are reasonable and which are expressly  agreed to between NEWCO and PEDB to
     be withheld for work or services  still to be  performed by PEDB,  or which
     may be required to secure NEWCO against any liens which reasonable evidence
     discloses may be filed by Subconsultants of PEDB against NEWCO.

15.5 If NEWCO fails to pay PEDB any payment when due, or if PEDB has  reasonable
     grounds for suspecting NEWCO may be unable to make further payments to PEDB
     and, if upon request from PEDB NEWCO fails to provide evidence satisfactory
     to PEDB,  of its financial  ability to make further  payments to PEDB under
     the Agreement,  PEDB may, at its option,  elect to suspend or terminate the
     Agreement,  in which case all payments due to PEDB and all compensation and
     termination   expenses  of  PEDB  will   immediately   become  due,   which
     compensation  and termination  expenses shall include,  but are not limited
     to, the payments specified in section 19 to this Schedule.


                                      -16-
<PAGE>
15.6 If NEWCO fails to make  payments to PEDB as they become due under the terms
     of the Agreement or pursuant to an award by arbitration or court,  interest
     of 18% compounded annually on such unpaid amounts shall also become due and
     payable  until  payments  are  brought up to date.  Such  interest  will be
     calculated  and added to any  unpaid  monthly  invoices.  If the  preceding
     provision  contradicts  or is  unenforceable  due to any rule or  statutory
     provision  regarding interest on overdue accounts,  the preceding provision
     shall be deemed to be amended to provide for and specify a rate of interest
     equivalent  to the  foregoing  but  expressed in language and on terms that
     conforms to such rule or legislation.

16.  DAMAGES

16.1 In  consideration  of the premises and of the  provision of the Services by
     PEDB to NEWCO  under the  Agreement,  NEWCO  agrees that any and all claims
     which it has or may have against PEDB, in any way arising out of or related
     to PEDB's  performance  or  non-performance  of the Agreement  (hereinafter
     referred to in this Section 16 as "claims" or "claim"), whether such claims
     sound in contract, tort or otherwise, shall be absolutely limited to direct
     damages only and shall in no circumstance exceed the lesser of:

     16.1.1 ten (10%) of the total amount paid to PEDB by NEWCO for the Services
          rendered under the Agreement;

     16.1.2 the amount of insurance actually available to PEDB to indemnify PEDB
          for such damages; or

     16.1.3 fifty thousand ($50,000.00) dollars.

     In no event shall PEDB be liable to NEWCO for any Consequential Damages.

16.2 PEDB will not be liable for damages,  interest, costs or any other expenses
     arising out of the failure of any manufactured product or equipment, or any
     manufactured  or  factory  assembled  system of  components,  to perform in
     accordance with the  manufacturer's  specifications,  advertising,  product
     literature or written documentation on which PEDB relied in the performance
     of the  Services,  including  but not  limited  to the  preparation  of the
     design,  construction  or  supplementary  documents,   Contracts  or  other
     documents.

16.3 PEDB will not be liable for any claim,  action or suit arising out of or in
     connection  with  the  inappropriate  use of the  Project  by  NEWCO or its
     agents, employees or Consultants.

16.4 Unless PEDB had actual and express knowledge of deficiencies in the Project
     caused by the  breaches of contract or  negligent  acts or omissions of the
     Contractor  or  Suppliers  at the  time of such  breaches  of  contract  or
     negligent  acts or omissions  and then failed to require the  Contractor or
     Supplier  to remedy  same,  PEDB will not be  responsible  to NEWCO for any
     deficiencies  in the Work or for the acts or omissions of the  Contractors,
     Suppliers or any other  persons not employed by or through PEDB, or for the
     failure  of any of them to carry  out the  Work in  accordance  with  their
     respective Contracts.


                                      -17-
<PAGE>
16.5 PEDB will not have control,  charge or supervision  of, nor  responsibility
     for, construction means, methods, techniques, sequences, or procedures, all
     of which shall be the sole responsibility of the Contractors.

16.6 NEWCO  acknowledges,  understands  and agrees that some design  changes and
     changes in the Contracts of the Contractors and Suppliers  inevitably occur
     due to  inadvertent  errors or  omissions  caused by schedule  constraints,
     changes in requirements by NEWCO and authorities having  jurisdiction,  and
     other causes beyond the control of PEDB. NEWCO acknowledges and agrees that
     PEDB  shall not be  liable  for any  Changes  in the  Contracts  or for any
     additional compensation required to be paid to the Contractors or Suppliers
     except to the extent  that such  Changes  or  additional  compensation  are
     caused solely by the correction of design errors and provided  further that
     the cost of such corrections exceeds the original fixed, lump sum price for
     such Contracts by more than fifteen (15%) percent.

16.7 PEDB's  liability for all claims of NEWCO shall  absolutely  cease to exist
     after a period of 12 months from the earlier of the date of:

     16.7.1 substantial completion of the Agreement;

     16.7.2 Substantial Performance of the Project;

     16.7.3 suspension or abandonment of the Project;

     16.7.4 termination of PEDB's Services or the Agreement; or

     16.7.5 commencement of the limitation  period for claims  prescribed by any
          statute of the province, territory or state of the Place of the Work.

17.  INDEMNIFICATION

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

     17.1.1 all claims or liens of  Subconsultants of PEDB arising out of PEDB'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 PEDB;

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


                                      -18-
<PAGE>
     17.1.3 all 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 PEDB or any of its officers, agents,
               employees, representatives, Subconsultants, or anyone directly or
               indirectly employed by any of them.

17.2 NEWCO will at its own cost and  expense,  such cost and  expense to include
     attorney  fees,  defend,  indemnify and hold harmless  PEDB, its agents and
     employees, from and against the following:

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

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

     17.2.3 all 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 Project itself); and

          (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;

     17.2.4 all 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

     17.2.5  all  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.


                                      -19-
<PAGE>
18.  INSURANCE

18.1 Unless otherwise agreed in writing, PEDB shall be responsible for obtaining
     and paying for comprehensive  general  liability  insurance in an amount of
     not less than  $5,000,000  each  occurrence for combined  bodily injury and
     property  damage plus  property  insurance  covering  the value of property
     owned or leased by PEDB.  PEDB will also  ensure all  vehicles  used in the
     performance  of the  Services are insured and that  vehicles  owned by PEDB
     have limits of liability for bodily injury and property  damage of not less
     than $5,000,000.

18.2 The  insurance  coverages  mentioned in section 18.1 will be obtained  from
     insurance  companies licensed to do business in the country where the plant
     is located or in such other country as PEDB deems appropriate.

18.3 If PEDB fails to provide or maintain the insurance  coverage required to be
     provided or maintained by PEDB by the Agreement, then NEWCO may obtain such
     insurance and deduct the cost of such insurance from any payments otherwise
     due to PEDB under the Agreement.

18.4 Copies  of  all  policies,  applicable  endorsements  and  certificates  of
     insurance will be available for inspection by NEWCO and, upon request, will
     be provided to NEWCO.

18.5 NEWCO will purchase  Wrap-Up  Comprehensive  General  Liability  insurance,
     Builders' All-Risk insurance and all other insurance for the Project. NEWCO
     shall cause PEDB, its Subconsultants,  directors,  officers,  employees and
     agents,  to be added as named insureds to such policies,  and shall include
     cross-liability  and waiver of  subrogation  clauses as necessary to afford
     each of the named  insureds with the maximum  protection and least exposure
     possible.  Further,  to the  extent  that  such  insurance  duplicates  any
     insurance  required  to be  provided  by  PEDB  under  the  Agreement,  the
     insurance  required  to be  provided  by PEDB  shall be deemed to be excess
     insurance and PEDB, in its discretion,  may cancel its policies or parts of
     policies so as to avoid such duplicate or excess coverage.

19.  TERMINATION


                                      -20-
<PAGE>
19.1 If PEDB 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 PEDB 90 days written notice, during which period PEDB fails to
     cure the violation,  terminate the Agreement. If it is not possible to cure
     the  violation  within  the 90 days,  PEDB 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 PEDB from any consequences or liabilities  arising from its acts or
     omissions.

19.2 NEWCO may, with or without  cause,  terminate the Agreement  upon 180 days'
     prior written notice to PEDB.

     19.2.1 In the event of  termination of the Agreement with or without cause,
          PEDB will be paid:

          (a)  an amount  equal to PEDB's fee earned for all  services  and 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  PEDB to
               perform an orderly  termination  and winding up of the  Agreement
               and the Project, plus all reimbursable costs reasonably incurred;
               and

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

     19.2.2 In the event of termination of the Agreement without cause PEDB will
          be paid:

          (a)  an amount equivalent to 15% of PEDB's anticipated  average return
               per year for a period of two years  from the date of  Termination
               by NEWCO,  such  anticipated  average  return to be determined by
               agreement between the parties.

     19.2.3 After  receipt of the  payments  referred to in Sections  19.2.1 and
          19.2.2,  PEDB 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 PEDB under such
          obligations or commitments.


                                      -21-
<PAGE>
19.3 If 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
     PEDB when due,  or is  considered  by PEDB to be  otherwise  in breach of a
     material  provision of the Agreement,  then PEDB 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  PEDB with a schedule  acceptable to PEDB
     indicating  the  violation   will  be  cured  within  a  reasonable   time.
     Termination  by PEDB will not affect any of the rights or  remedies of PEDB
     under the  Agreement or which may  otherwise be available to PEDB 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.

19.4 In addition  to any other  right of  suspension  or  termination  contained
     elsewhere in these General  Conditions or the  Agreement,  PEDB in its sole
     discretion  may suspend or terminate the  Agreement in accordance  with the
     following:

     19.4.1 If NEWCO  fails to pay any  invoice  or account  when due,  PEDB may
          suspend all  Services  upon 5 days written  notice to NEWCO.  If NEWCO
          fails to make the payment within 7 days after receipt of notice, PEDB,
          at is sole option, may elect to immediately terminate the Agreement or
          suspend the  performance  of the  Services  for such period of time as
          PEDB in its discretion may decide;

     19.4.2 If NEWCO requests PEDB to provide any part of the Services  contrary
          to the  professional  judgment of PEDB or in a manner  contrary to the
          professional  judgment of PEDB or the  requirements  of any  authority
          having jurisdiction, PEDB may terminate the Agreement immediately upon
          written notice to NEWCO; and

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

20.  DISPUTE RESOLUTION

20.1 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
     PEDB for a final determination by them.

20.2 Provided  that no other party is or may become  involved in a dispute  with
     either or both NEWCO and PEDB related to the subject matter of the dispute,
     if the  respective  presidents of NEWCO and PEDB 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  may,  subject  to  the  written   agreement  of  the  respective
     presidents  of TTTI  or  PEDB,  be  referred  to and  finally  resolved  by
     arbitration  under the rules of the Arbitration and Mediation  Institute of
     Canada Inc. 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.


                                      -22-
<PAGE>
20.3 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.

20.4 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 PEDB,  either NEWCO or PEDB 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.

21.  INTELLECTUAL PROPERTY

21.1 The  following  terms  used in this  Schedule  will  have  the  definitions
     respectively  assigned to them in this Schedule,  unless the subject matter
     or context otherwise requires:

     21.1.1 "NEWCO's  Technology" means technology,  patent  information,  trade
          secrets,  confidential  information and know-how of NEWCO which is not
          otherwise in the public domain or which is not  otherwise  known by or
          available to PEDB from sources independent of NEWCO and includes,  but
          is not limited to, the Thermo Master (TM) Technology  licensed by TTTI
          to NEWCO;

     21.1.2  "Improvements"  means any  improvement to the Technology or NEWCO's
          Technology,   as   applicable,   including   without   limitation  any
          improvement or further invention whether patentable or not relating to
          the Technology or NEWCO's Technology, as applicable;

     21.1.3  "Patents"  means all  patents  and  patent  applications  owned by,
          registered  in the name of or licensed  to PEDB,  NEWCO or Thermo Tech
          which have been filed or issued and which  describe and cover  various
          aspects of the Technology; and

     21.1.4  "Technology"  means all  technology,  trade  secrets,  confidential
          information  and know-how of PEDB related to the design,  manufacture,
          supply,  installation,  commissioning,  operation and  maintenance  of
          designed plants, including without limitation:  invention disclosures;
          patent  information;   confidential  information;   technology;  trade
          secrets; test procedures and results;  business,  marketing,  cost and
          product  information;   processes  and  process  descriptions;   plant
          designs;   operating   manuals;   engineering   data,   drawings   and
          specifications;  operating  procedures  and  parameters;  raw material
          specifications;  product  specification;  quality  controls;  detailed
          process flow sheets and data;  samples;  drawings;  data;  techniques;
          studies;  knowledge of systems;  ideas; models;  electronically stored
          information and all other  technical and  operational  information and
          any copyrights related thereto.


                                      -23-
<PAGE>
21.2 Save and except NEWCO's Technology, all right, title and interest in and to
     the  Technology  will  remain  the  exclusive  property  of  PEDB  and  any
     Technology disclosed to NEWCO will be held in trust and confidence by NEWCO
     on behalf of PEDB. NEWCO will have a permanent  non-exclusive  royalty-free
     license to use any concept, product or process which is patentable, capable
     of  trademark  or  otherwise,  produced by or  resulting  from the services
     rendered  by PEDB in  connection  with  the  Project,  for the  life of the
     Project,  and for no other  purpose or  project.  NEWCO and PEDB agree that
     payment of PEDB's fees and  reimbursable  expenses by NEWCO pursuant to the
     Agreement is a condition precedent to the aforesaid license.

21.3 The parties agree that all  Improvements to the  Technology,  not including
     any Improvements to the NEWCO Technology, will be owned by PEDB. NEWCO will
     inform  PEDB of any  Improvements  in the  Technology,  made or obtained by
     NEWCO  that  NEWCO  reasonably  considers  to  be  important  for  improved
     performance, serviceability or reliability of the Technology. Notice of all
     such  Improvements  shall be provided within 90 days of the introduction of
     such  Improvements  to NEWCO and shall be accompanied by an offer to supply
     the Improvement to PEDB free of charge.

21.4 Improvements  to  NEWCO's  Technology  will be owned by  NEWCO  unless  the
     Improvements  were  discovered  or made  solely by PEDB,  in which case the
     Improvements  will be owned by PEDB and  NEWCO  will  have a  non-exclusive
     royalty-free license to use the Improvement for the Project. PEDB will have
     a permanent  non-exclusive  royalty-free license to use any Improvements to
     NEWCO's Technology, including any concept, product or process which is part
     of the Improvements to NEWCO's Technology,  provided that such Improvements
     are  developed  or  contributed  to by PEDB during the  performance  of its
     Services.

21.5 The Technology and all Drawings,  Specifications,  drawings, plans, models,
     designs,  specifications  and other documents  prepared by or through PEDB,
     are instruments of service for the execution of the Project and as such are
     the exclusive property of PEDB, whether the Project be executed or not, and
     PEDB reserves the copyright therein and in the Project executed  therefrom,
     and they are not to be used on any other work or project  without the prior
     written  agreement of and remuneration to PEDB. NEWCO is entitled to a copy
     of such  documents  and  specifications  as may  reasonably be required for
     record, operation and maintenance purposes, but only in connection with the
     Project.


                                      -24-
<PAGE>
21.6 PEDB will  indemnify and save NEWCO  harmless from and defend NEWCO against
     any and all loss,  cost and damage which NEWCO may hereafter  suffer or pay
     out by reason of any claims or suits against NEWCO arising out of claims of
     infringement of any domestic or foreign patent rights or copyrights, or use
     of   confidential   information  by  PEDB  in  performing  its  obligations
     hereunder. PEDB and NEWCO each will advise the other promptly in writing of
     any notice of such claim or the  commencement  of any suit or action  based
     upon such claim.  Upon  receipt of such  notice,  PEDB will  undertake  the
     defence of any such suit,  action, or claim, and NEWCO will co-operate with
     PEDB in such defence. PEDB will have charge and direction of the defence of
     such suit, action or claim, and NEWCO will have the right to be represented
     therein by advisory  counsel of its own  selection  and at its own expense.
     Neither PEDB nor NEWCO will settle or compromise any suit,  action or claim
     without the consent of the other  party  having been first  obtained if the
     settlement  or  compromise  obliges such other party to make any payment or
     part with any  property,  to assume any  obligation or grant any license or
     other  right,  or to be  subject  to  any  injunction  by  reason  of  such
     settlement or compromise.

21.7 NEWCO will  indemnify  and save PEDB  harmless from and defend PEDB against
     any and all loss,  cost and damage which PEDB may  hereafter  suffer or pay
     out by reason of any claims or suits  against PEDB arising out of claims of
     infringement of any domestic or foreign patent rights or copyrights related
     to the use of any  materials,  equipment,  products  or systems  specified,
     requested  or required by NEWCO to be used in the Project or  specified  by
     PEDB for use in the  Project.  PEDB and NEWCO  each will  advise  the other
     promptly in writing of any notice of such claim or the  commencement of any
     suit or action based upon such claim.  Upon  receipt of such notice,  NEWCO
     will  undertake the defence of any such suit,  action,  or claim,  and PEDB
     will  co-operate  with NEWCO in such  defence.  NEWCO will have  charge and
     direction of the defence of such suit,  action or claim, and PEDB will have
     the  right  to be  represented  therein  by  advisory  counsel  of its  own
     selection  and at its own  expense.  Neither  PEDB nor NEWCO will settle or
     compromise any suit, action or claim without the consent of the other party
     having been first  obtained if the  settlement or  compromise  obliges such
     other  party to make any payment or part with any  property,  to assume any
     obligation  or grant any  license or other  right,  or to be subject to any
     injunction by reason of such settlement or compromise.

CONFIDENTIALITY

21.8 NEWCO will not use, manipulate or exploit any Technology,  except in strict
     accordance  with the Project and the terms of the  Agreement,  nor disclose
     any  Technology to any person who does not strictly  require the Technology
     for the purpose of the Project, and then only to such employees,  officers,
     directors,  or representatives of NEWCO as may be reasonably  necessary for
     the construction,  operation and maintenance of the Project,  provided that
     NEWCO  has  first  obtained  agreements  with  such  employees,   officers,
     directors  and  representatives  to  maintain  the  confidentiality  of the
     Technology.

21.9 NEWCO covenants and agrees:

     21.9.1 To use its best efforts to protect PEDB's commercial interest in the
          Technology  and to keep all Technology  disclosed to it  confidential,
          using a  standard  of care no less  than  the  degree  of care  that a
          careful  and  prudent  person  would be expected to employ for its own
          similar business and confidential information;


                                      -25-
<PAGE>
     21.9.2 to be liable to PEDB for compliance with the terms and conditions of
          this  General  Condition  by  those  employees,  consultants,  agents,
          officers,  directors  or  other  representatives  of NEWCO to whom any
          Technology is disclosed; and

     21.9.3 to require all  Consultants  of NEWCO and all  employees,  officers,
          directors  and  agents  of NEWCO and its  Consultants  to agree not to
          compete  with PEDB in the  provision of any of the Services by PEDB to
          others,  or to assist any other party in competing  with PEDB by using
          and/or  revealing some or all of the  Technology,  provided,  however,
          that the  foregoing is not intended to limit  NEWCO's or  Consultants'
          right to seek  employment  or otherwise  engage in  activities  in the
          fields  of  the   design,   manufacture,   supply,   construction   or
          commissioning  of oriented  strand board plants if such  employment or
          activities  do not involve use of the  Technology  of PEDB in any way,
          manner or form whatsoever.

21.10Due to the commercially  valuable and proprietary  nature of the Technology
     to PEDB and the commercial and trade  relationship of the Technology to the
     nature   of   PEDB's   business   operations   and   potential   commercial
     opportunities,  and  due to the  limited  and  restricted  market  for  the
     Technology,  the obligations of confidentiality  assumed by NEWCO hereunder
     will apply  throughout  both North  America and all  countries in which any
     part of the Services are performed, for a period of five (5) years from the
     date the  Agreement  has been  completed  and will survive any  termination
     hereof for any reason  whatsoever.  NEWCO  acknowledges and agrees that the
     foregoing limitations on NEWCO's  confidentiality  obligations are entirely
     reasonable  and  necessary in order to protect the  legitimate  commercial,
     trade, business and technical interests of PEDB.

21.11If, prior to  disclosure of any part of NEWCO's  Technology to PEDB,  NEWCO
     instructs  PEDB in  writing  to keep  and  maintain  that  part of  NEWCO's
     Technology in confidence, then PEDB shall not disclose that part of NEWCO's
     Technology to any person who does not strictly  require it for the Project,
     and then only to such employees,  Subconsultants,  officers,  directors, or
     representatives of PEDB as may be reasonably necessary for the provision by
     PEDB of the Services.

21.12PEDB will not,  without the prior agreement of NEWCO,  divulge  information
     concerning  NEWCO and this  Project to anyone  except as may be required by
     the  terms  of the  Agreement  for the  proper  performance  by PEDB of its
     Services or by compulsion of law. PEDB will obtain a similar agreement from
     its  Subconsultants.  This  requirement will survive the termination of the
     Agreement.

21.13The  confidentiality  obligations  of the parties under the Agreement  will
     not apply to that part of the Technology or to NEWCO's Technology:

     21.13.1 which, at the time of disclosure,  is within the public domain,  or
          which,  after  disclosure by one of the parties to the other,  becomes
          readily and lawfully  available  to the industry or the public,  other
          than by a breach of the Agreement;


                                      -26-
<PAGE>
     21.13.2 which was  independently  developed  by the party,  other than by a
          breach of the Agreement; and

     21.13.3 which the party is by law compelled to disclose,  provided that the
          party  has  forthwith   notified  the  other  of  any  such  compelled
          disclosure.

22.  HAZARDOUS SUBSTANCES

22.1 At no time shall title to any Hazardous  Substances  pass or be transferred
     to PEDB and the Agreement shall not be interpreted in any manner that makes
     PEDB a  "generator",  "transporter",  or  "treatment,  storage or  disposal
     facility"  under any  provincial,  federal or state law or provision of any
     authority having jurisdiction.

22.2 In no event  shall  PEDB be liable  for 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,  including  but not  limited  to any  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,  or  any  damages  resulting  therefrom,  and no  provision  of the
     Agreement  shall impose any such  liability  on PEDB unless such  provision
     specifically  makes express refers to this clause by its General  Condition
     and clause number and further expressly states that this provision does not
     apply.

22.3 If the  Services  include  the  provision  or use on  Site  of any  nuclear
     materials  or  substances,  or any  measuring,  testing or other  equipment
     containing  any  nuclear  materials  or  substances  (all of the  foregoing
     referred to herein as "Nuclear Materials"):

     22.3.1 PEDB shall not be responsible  for any delays to either the Schedule
          for Engineering or the Project Schedule related to delays in obtaining
          permits and approvals for the  transportation,  delivery or use of any
          Nuclear Materials;

     22.3.2 NEWCO  shall  be  responsible  for  obtaining  all  permits  for the
          transportation,  delivery  and use of any Nuclear  Materials  from all
          authorities having jurisdiction;

     22.3.3 NEWCO  represents,  acknowledges  and agrees that it is aware of all
          potential    difficulties    and   problems    associated   with   the
          transportation,  storage  and use of the  Nuclear  Materials  and that
          NEWCO  shall  provide  adequate  and safe  storage  for  such  Nuclear
          Materials  on  Site  and  shall  provide  sufficient  training  of its
          personnel in the proper and safe  storage,  transportation  and use of
          such Nuclear Materials; and


                                      -27-
<PAGE>
     22.3.4 NEWCO will be  responsible  for all  additional  costs and  expenses
          associated with the provision,  transportation,  storage, training and
          use of the Nuclear Materials.

23.  SAFETY AND WORKERS COMPENSATION

23.1 In addition  to  complying  with the safety  rules and  regulations  of all
     authorities  having  jurisdiction,  PEDB will comply with  internal  safety
     rules and  regulations  of NEWCO  governing  the  conduct or welfare of all
     persons on the Site and provided to PEDB by NEWCO prior to the execution of
     the Agreement.

23.2 PEDB and NEWCO will comply with the workers'  compensation  legislation  in
     the  jurisdiction  in which the Site is located.  Upon  request from either
     party, the other party will provide  evidence of any required  registration
     by that  party in  accordance  with  such  legislation  and,  in  addition,
     evidence of compliance by that party with any requirements to make payments
     and assessments pursuant to such legislation.

23.3 NEWCO will comply with the  requirements of the law of the  jurisdiction in
     which  the  Plant  is to be  located  with  regard  to the  system  for the
     labelling and warning of Hazardous Substances used in the workplace for all
     Hazardous  Substances  brought onto, or existing at, the  workplace,  other
     than those brought onto the workplace by PEDB.  NEWCO shall provide  proper
     and  sufficient  training of all personnel of PEDB with regard to handling,
     storage and use of  Hazardous  Substances  existing on Site or brought onto
     the  workplace  by anyone  other  than PEDB and,  unless  the costs of such
     training  are  expressly  specified  to be included in the Fixed Fee or any
     other  lump  sum  compensation  under  the  Agreement,   such  costs  shall
     constitute  an  additional  service  for which PEDB shall be entitled to be
     paid additional compensation based on the charge out rates specified in the
     Agreement  for  personnel  and  disbursements  or,  if no  such  rates  are
     specified,  then  based  on the  rates  normally  charged  by PEDB for such
     personnel and disbursements.

23.4 PEDB will comply with the requirements of the applicable authorities having
     jurisdiction  with  regard to any  Hazardous  Substances  brought  onto the
     workplace by PEDB.

24.  COMPLIANCE WITH APPLICABLE LAWS

24.1 If either party  determines or discovers  that any of the provisions of the
     Agreement  or  the  Contracts  are at  variance  in any  respect  with  any
     applicable law or requirement of any authority having jurisdiction, it will
     promptly notify the other in writing.

25.  WAIVER

25.1 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.


                                      -28-
<PAGE>
26.  INDEPENDENT CONTRACTOR

26.1 PEDB and NEWCO are independent contractors, maintaining independent control
     over their respective  employees and operations.  Neither party, nor anyone
     employed  directly or indirectly by either of them, shall be deemed to be a
     servant, employee or agent of the other party.

27.  LAW AND LANGUAGE OF THE CONTRACT

27.1 The Agreement and the  obligations of the parties under the Agreement shall
     be  interpreted,  construed and enforced in accordance with the laws of the
     Province  of  Ontario,  Canada and the  parties  irrevocably  attorn to the
     jurisdiction of the courts of Ontario, Canada.

27.2 The Agreement is drawn in English at the request of all parties.

28.  SUCCESSION

28.1 The Agreement shall enure to the benefit of and be binding upon the parties
     and their respective successors and permitted assigns.

29.  ASSIGNMENT

29.1 Neither  party may  assign  this  Agreement  without  the prior  consent in
     writing of the other.

30.  SEVERABILITY

30.1 If one or more  provisions  of the  Agreement are for any reason held to be
     illegal,  invalid or  unenforceable,  then such  invalidity,  illegality or
     unenforceability  shall not affect  any other  provision  thereof,  and the
     Agreement  shall be construed and enforced as if such  invalid,  illegal or
     unenforceable provision or provisions had never been contained therein.

31.  ENTIRE CONTRACT

31.1 The Agreement  constitutes the entire agreement and  understanding  between
     the parties and cancels and  supersedes  all prior  proposals,  agreements,
     understandings,   representations,  conditions,  warranties,  negotiations,
     discussions  and  communications,  whether  oral or written,  statutory  or
     otherwise, and whether express or implied, between the parties with respect
     to the subject  matter of the  Agreement,  save and except to the extent as
     expressly  incorporated  in writing into the  Agreement.  The Agreement may
     only be amended by instrument signed by all parties to the Agreement.


                                      -29-
<PAGE>
31.2 Headings and captions used in the Agreement are inserted for convenience of
     reference  only and in no way define,  limit or  describe  the scope or the
     intent of the Agreement or any part thereof.


                                      -30-
<PAGE>
                                   SCHEDULE 4
                               SPECIAL CONDITIONS
                               ------------------


<PAGE>


                                   SCHEDULE 5
                                PROJECT SCHEDULE
                                ----------------


<PAGE>


                                   SCHEDULE 6
                                    DRAWINGS
                                    --------


<PAGE>
                                   SCHEDULE B



                      COMMISSIONING AND TRAINING AGREEMENT
                      ------------------------------------

THIS  AGREEMENT  made  as  of  the  _______  day  of  ____________,  2000.

BETWEEN:

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

          (hereinafter referred to as "PEM")

                                                            OF  THE  FIRST  PART

AND:

          NEWCO BIO CONVERSION INC., a corporation  incorporated pursuant to the
          laws of:

          ________________________________________________,

          and having its registered office at:

          ________________________________________________

          (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  as  the  "Process");

B.     NEWCO is licensed to utilize the Process and all digesters and supporting
equipment  (collectively  called  the  "Equipment"), which digests biodegradable
waste,  and  produces  an  end  product  which  may  be  commercially  utilized;

C.     PEM  has  represented  to  NEWCO that it or its key employees possess the
ability  to provide Services (as hereinafter defined) for Plants (as hereinafter
defined);


<PAGE>
D.     NEWCO  wants  PEM  to  provide  the  Services on the terms and conditions
hereinafter  set  forth.

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

1.     INTERPRETATION

1.1     Definitions.  In  this  Commissioning  and Training Agreement and in any
        ------------
schedules  or  amendments  hereto,  the following terms shall have the following
meanings:

          (a)  "Affiliate"  when used in reference to a party to this  agreement
               means a  corporation  that is the  subsidiary  of a party or is a
               fellow  subsidiary  of a party or is owned by the same person who
               owns the party;

          (b)  "Effective Date of this Agreement" means the date first appearing
               on page one hereof;

          (c)  "Equipment" has the same meaning as in Recital B herein;

          (d)  "Notice"  has  the  same  meaning  as  in  Section  3.1  to  this
               Commissioning and Training Agreement;

          (e)  "Plant" means a digestion plant  consisting of one or more pieces
               of the Equipment and located in __________________;

          (f)  "Process" means the technological  process described in Recital A
               to this  Commissioning and Training  Agreement  together with the
               certain patents, trade secrets, know-how and trade names referred
               to therein; and

          (g)  "Services"  means  the  provision  of  commissioning,   start-up,
               operator, management and administrative training for the Plant.

2.     RIGHT  TO  SUPERVISE

2.1     Right  to Supervise.  NEWCO shall have the right, at its own expense, to
        -------------------
supervise or inspect and review the provision of Services by PEM pursuant to the
terms  of  this  Commissioning  and  Training  Agreement.

3.     PLANT  COMMISSIONING  AND  START-UP

3.1     Notice to PEM.  NEWCO shall utilize the services of PEM to provide Plant
        -------------
commissioning  and  training  and  shall  provide  PEM with notice in writing in
accordance  with  Article  11.6 herein that the Plant is ready for commissioning
and  training  (the  "Notice").


                                      -2-
<PAGE>
3.2     Covenants  of  PEM.  PEM  hereby  covenants  and  agrees  with  NEWCO as
        ------------------
follows:

          (a)  PEM shall  supply the required  personnel to start to  commission
               and start-up  the Plant within five (5) business  days of receipt
               of the Notice;

          (b)  PEM will promptly and efficiently perform all procedures required
               to establish the plant is ready for start-up;

          (c)  PEM will promptly provide NEWCO with notice in writing of any and
               all identified defects or deficiencies in regard to the Plant;

          (d)  PEM  will  cooperate  fully  with  NEWCO  or  NEWCO's  agents  in
               completing   remedial  work  related  to  identified  defects  or
               deficiencies in regard to the Plant;

          (e)  PEM will  promptly  and  efficiently  perform all  procedures  to
               initiate start-up of the Plant; and

          (f)  PEM will  supply  procedural  checklists  and  other  information
               required under this Commissioning and Training Agreement to NEWCO
               on a timely basis.

4.     OPERATOR  TRAINING

4.1     Personnel  Selection.  PEM  will  advise  NEWCO,  within 3 months of the
        --------------------
commissioning  of  the Plant, of all personnel required to operate the Plant and
to  assist  in  the  interviewing,  selecting and negotiating contracts with all
personnel  required  to  be  hired  by  NEWCO  to  operate  the  Plant.

4.2     Personnel  Training.  PEM  will  fully  train  the personnel selected to
        -------------------
operate  the  Plant  in  the  detailed operation and maintenance of every system
contained  in  the  Plant.

4.3     Overseeing  of Plant Personnel.  PEM's personnel shall supervise NEWCO's
        ------------------------------
personnel  for  a  period  of  up  to three (3) months after the commencement of
operations  in  the  Plant.

4.4     Additional  Supervision.  PEM  will  provide  additional  supervisory
        -----------------------
services  in  regard  to  operational  personnel.

5.     ADMINISTRATIVE  PROCEDURES  AND  TRAINING

5.1     Personnel Selection.  PEM will advise NEWCO of all personnel required to
        -------------------
administer  the  Plant  and its related facilities, and will assist NEWCO in the
interviewing  selecting and negotiating contracts with all personnel required to
be  hired  by  NEWCO  to  administer  the  Plant.


                                      -3-
<PAGE>
5.2     Personnel  Training.  PEM  will  fully  train  the personnel selected to
        -------------------
administer  the  Plant  in  regard  to  all  operational  maintenance and safety
procedures  such that after such training the personnel of NEWCO will be capable
of  operating  and  maintaining  the  Plant, on a basis consistent with industry
standards.  Plant  operators  will  be  trained in health and safety regulations
that apply in the jurisdiction where the Plant is located.  The training will be
provided  at  the  Plant  site.

5.3     Procedure  Manual.  PEM  will  supply  NEWCO  prior  to the selection of
        -----------------
personnel  with a detailed manual outlining the recommended procedures to ensure
proper  administration  of  the  Plant  and  its  related  facilities.

5.4     Interim  Plant  Manager.  PEM  will  at  the request of NEWCO provide an
        -----------------------
interim  Plant  manager  for  a  period of up to three (3) months to operate the
Plant  and  to  train  a  permanent  Plant  manager.

6.     ONGOING  MANAGEMENT  OVERVIEW

6.1     Additional  Services.  PEM  agrees  to  provide  a  management oversight
        --------------------
service  to  NEWCO  for a period of twelve (12) months after the commencement of
operations at the Plant.  This service shall include, but is not limited to, the
following:

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

          (b)  trouble shooting assistance to Plant operators, as required;

          (c)  monthly  reviews of accounts  to ensure the proper and  effective
               operation of the accounting system;

          (d)  trouble shooting assistance to Plant administrators; and

          (e)  monthly  reports  to NEWCO on the  Plant  operations  which  will
               highlight  operational,  administrative and financial performance
               of the Plant.

7.     COMPENSATION

7.1     Compensation.  NEWCO  shall  pay  to PEM 110% of PEM's cost in providing
        ------------
any and all services pursuant to this Commissioning and Training Agreement.  PEM
shall  invoice NEWCO on a monthly basis, which invoices shall be due and payable
upon  receipt  by  NEWCO.  NEWCO agrees to pay the invoiced amounts to PEM.  PEM
will  provide  sufficient  particulars including supporting invoices and logs in
order  to  adequately  support  the invoices submitted to NEWCO pursuant to this
Section  7.1.

8.     COVENANTS  OF  PEM


                                      -4-
<PAGE>
8.1     Conduct of Business.  PEM agrees that it shall conduct its business, and
        -------------------
shall  cause  its  employees  to  conduct  themselves,  in  compliance  with all
applicable  laws, rules and regulations of each jurisdiction where NEWCO carries
on  business  and  PEM  shall  maintain insurance in these jurisdictions against
public  liability,  loss  or  damage,  and/or against product liability, loss or
damage,  in  the  manner  of a reasonably prudent businessman.  PEM agrees that,
subject  to  the terms of this Commissioning and Training Agreement, it shall be
solely  responsible  for  the  hiring,  compensation,  termination and all other
matters  relating to any persons, companies or corporations employed by PEM, for
any  reason  whatsoever, and shall indemnify NEWCO against any injuries, actions
or  proceedings  arising from the employment of such persons and/or companies or
any  liabilities to the Workers Compensation Board resulting from the employment
of  such  persons  and/or  companies.  PEM  shall  indemnify  NEWCO, its agents,
servants  and  employees  against  all claims, losses and/or expenses, including
reasonable  attorney's  fees, arising out of performance of PEM's business, that
are  caused  in  whole  or  in part by PEM's negligent acts or omissions, or the
negligent  acts  or  omissions  of  anyone  including  subcontractors  or agents
employed  by  PEM  for  whose  acts  PEM  is  or  may  be  liable.

9.     TERM  AND  TERMINATION

9.1     Commencement  Date.  This Commissioning and Training  shall be deemed to
        ------------------
have  come into effect on the Effective Date of this Agreement.  The obligations
of  the  parties  to this Commissioning and Training Agreement will be suspended
until  substantial  completion  of  construction  of  the  Plant.

9.2     Duration.  Unless  sooner  terminated  according to this Section 9, this
        --------
Commissioning  and  Training  Agreement  shall remain in force for the period of
time  necessary  to  allow  PEM  to  perform  its  obligations  hereunder.

9.3     Termination  by  NEWCO.  Newco  may  immediately  terminate  this
        ----------------------
Commissioning  and Training Agreement by providing notice in writing to PEM upon
        ----
the  occurrence  of  the  following  events:

          (a)  upon the  dissolution  or liquidation of PEM or the insolvency or
               bankruptcy  of PEM provided such  bankruptcy or insolvency  shall
               continue for a period of 30 days; or

          (b)  upon  any  material  default  by  PEM of  the  provisions  hereof
               provided  that 30 days advance  written  notice of default  shall
               have been given to PEM and  provided  further that if within such
               30 day period PEM has not taken all  reasonable  steps to cure or
               remedy such default.  PEM shall not be deemed to be in default as
               long as such reasonable  steps continue  subject to the curing of
               such defaults within 90 days of the original default notice.

9.4     Termination  by  PEM.  PEM  may  only  terminate  this Commissioning and
        --------------------
Training  Agreement  upon  the  commission  of  a  material  breach  of  this
Commissioning  and  Training  Agreement  by NEWCO and having given NEWCO 30 days
advance  written  notice  of  such  material  breach, and only if NEWCO takes no
reasonable  steps  after receipt of such notice to cure the breach during the 30
day  notice  period.


                                      -5-
<PAGE>
9.5     Results  of Termination.  Upon the termination of this Commissioning and
        ------------------------
Training Agreement,  howsoever  occasioned  the  following  shall  occur:

          (a)  all  rights  granted  by  NEWCO  to  PEM  shall   immediately  be
               relinquished by PEM;

          (b)  any  indebtedness  of NEWCO to PEM or to any  associated  company
               shall  become due and  payable as at the date of  termination  of
               this Commissioning and Training Agreement;

          (c)  PEM shall  deliver to NEWCO or other entity  designated by NEWCO,
               all  information  relating to the Process and the Equipment which
               was provided by NEWCO to PEM; and

          Upon termination by NEWCO without cause:

          (d)  NEWCO  shall  pay  to PEM  amount  equivalent  to  15%  of  PEM's
               anticipated  return for the remainder of the term,  the length of
               such  term to be  determined  according  to  Section  9.2 of this
               Agreement  calculated from the date of Termination by NEWCO, such
               anticipated  return to be  determined  by  agreement  between the
               parties.

9.6     Continuing  Obligations.  The  termination  of  this  Commissioning  and
        -----------------------
Training  Agreement,  howsoever  occasioned,  shall  be without prejudice to any
rights  or  obligations  which  shall have accrued prior to such termination and
shall  not  terminate  or  diminish  the  binding  force or effect of any of the
provisions  of  this Commissioning and Training Agreement which are expressly or
by  implication provided to come into force upon or continue in force after such
termination,  including  but  not  limited  to all obligations to pay any monies
owing at the time of termination and all provisions relating to confidentiality.

9.7     No  Liability.  Neither  party  shall  be  liable  to  the other for any
        -------------
compensation,  loss or damage arising from the termination of this Commissioning
and  Training  Agreement  in  accordance  with  its  terms.

10.     FORCE  MAJEURE

10.1     Obligations  Suspended.  If  the  parties fail to meet their respective
         ----------------------
obligations  hereunder within the time prescribed, and such failure is caused or
materially  contributed  to by force majeure such failure shall be deemed not to
be  a  breach of the obligations of such party but such party shall use its best
efforts  to  put itself in a position to carry out its obligations hereunder and
the  time  for  performance  of  obligations hereunder shall be extended for the
length  of  time  that  the  force  majeure continues.  For the purposes of this
Commissioning  and  Training Agreement, force majeure shall mean any act of God,
strike,  lock-out  or  other  industrial  disturbance,  sabotage,  or blockades,
insurrections,  riots, epidemics, lightning, earthquakes, floods, storms, fires,
washouts,  nuclear  and radiation activity or fallout, arrests and restraints of
rules  and  people,  civil  disturbances,  explosion,  breakage  or  accident to
machinery or stoppage thereof for necessary maintenance or repairs, inability to
obtain  labor, enumerated or otherwise not within the control of such party, and
which  by  the  exercise  of  due diligence such party could not have prevented.
Lack  of  funds on the part of such party or parties shall be deemed not to be a
force  majeure.


                                      -6-
<PAGE>
11.     GENERAL  PROVISIONS

11.1     Law  of  Ontario.  This  Commissioning  and Training Agreement shall be
         ----------------
governed  and interpreted in accordance with the laws of the Province of Ontario
and  the parties agree to submit all disputes arising hereunder to the courts of
the  Province  of  Ontario.

11.2     Entire  Agreement.  This  Commissioning  and  Training  Agreement
         -----------------
constitutes  the  entire  agreement  between  the parties hereto relating to the
         -
subject  matter  hereof and supersedes all prior and contemporaneous agreements,
understandings,  negotiations  and  discussions, whether oral or written, of the
parties  and  there  are  no  general or specific warranties, representations or
other agreements by or among the parties in connection with the entering into of
this Commissioning and Training Agreement or the subject matter hereof except as
specifically  set  forth  herein.

11.3     Amendments.  No  erasure  of  or  addition  to  any  portion  of  this
         ----------
Commissioning and Training Agreement except filling in of blank spaces and lines
shall  be  binding  upon  the  parties  unless  it  is in writing signed by duly
authorized  officers  of  both  parties.

11.4     No  Waiver.  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.

11.5     Severability.  It  is  intended  that  all  of  the  provisions of this
         ------------
Commissioning and Training Agreement will be fully binding and effective between
the parties.  If any particular provision or provisions or a part of one or more
is  held  to be invalid, illegal, void, voidable or unenforceable for any reason
whatsoever  in  any jurisdiction, then the particular provision or provisions or
part  of  the  provision  will  be  deemed  severed  from  the remainder of this
Commissioning  and  Training Agreement.  The remainder of this Commissioning and
Training Agreement will not be affected by the severance and will remain in full
force  and  effect.

11.6     Notice.  Any  notice  required  or  permitted  to  be  given under this
         ------
Commissioning and Training Agreement shall be in writing and may be given by any
means  reasonably  calculated  to  reach  the  other  party,  including, without
limiting  the  generality of the foregoing, hand delivery (whether by courier or
otherwise), telegram, cablegram, telefax or prepaid mail addressed to such party
at  its  address  as  set  forth  on page one of this Commissioning and Training
Agreement.  Such notice if given by hand delivery shall be deemed to be received
on  the  day  delivered,  if  given  by telegram, telefax, or cablegram shall be
deemed  to  have  been received on the day following dispatch thereof and notice
given  as  aforesaid  by prepaid mail shall be deemed to have been received five
(5) days after the mailing thereof.  Either party may by notice in writing given
as  herein  provided change its address for notice hereunder and such address as
so  changed  shall be deemed to be the address of such party for the purposes of
notice  hereunder.


                                      -7-
<PAGE>
          Without  limiting the generality of the foregoing  notice may be given
          to:

           Newco  Bio  Conversion  Inc.
           ___________________________
           ___________________________
           ___________________________

           Attention:  ________________________

           Telephone:  (_____)  _________________
           Facsimile:   (_____)  _________________

           Planet  Earth  Commissioning,  Operating  and
           Preventative  Maintenance  Inc.
           54  Mill  Street  West
           Milverton,  Ontario  N0K  1M0

           Attention:  Perry  Smith

           Telephone:     (519)  595-4933
           Facsimile:     (519)  595-8770

11.7     Headings.  The  headings  in  this Commissioning and Training Agreement
         --------
are  inserted  for convenience of reference only and are not intended to be used
as  an  aid  to  the  interpretation  of  the  provisions  hereof.

11.8     No Agency.  PEM agrees that it is not and shall not represent itself to
         ---------
be  an  agent  of  NEWCO  or any Affiliate company for any purpose and shall not
incur  any  obligations  nor make any promise or representation on behalf of the
same,  and  further  agrees  to  ensure  that  its  agents do not incur any such
obligations  or  make  any  such  promises  or  representations.

11.9     Independent  Contractors.  This  Commissioning  and  Training Agreement
         ------------------------
does  not  in  any way create an employer/employee relationship between NEWCO or
any  Affiliate  company  and  PEM  and/or  PEM's  employees.

11.10     Assignment.  PEM  or  NEWCO  may  assign the whole or any part of this
          ----------
Commissioning  and  Training  Agreement  without  restriction.


                                      -8-
<PAGE>
11.11     Enurement.  This Commissioning and Training Agreement shall be binding
          ---------
upon  and  shall enure to the benefit of the respective parties hereto and their
successors  and  permitted  assigns.

IN  WITNESS  WHEREOF  the  parties  hereto  have executed this Commissioning and
Training  Agreement  on  the  day  and  year  first  above  written.

PLANET  EARTH  MANAGEMENT  INC.

Per:____________________________________________
     Authorized  Signatory

NEWCO  BIO  CONVERSION  INC.

Per:______________________________________________
     Authorized  Signatory


                                      -9-
<PAGE>
                                   SCHEDULE C



                         MAINTENANCE SERVICES AGREEMENT
                         ------------------------------

THIS  AGREEMENT  is  made  as  of  the  _____  day  of  __________  2000.

BETWEEN:

          PLANET EARTH MANAGEMENT INC., a company incorporated under the laws of
          the Yukon having its  principal  place of business  located at 54 Mill
          Street West, Milverton, Ontario N0K 1M0

          (hereinafter referred to as "PEM")

                                                               OF THE FIRST PART

AND:

          NEWCO BIO CONVERSION INC., a company duly incorporated pursuant to the
          laws of  (Province/State)____________________and  having its principal
          place  of   business   located   at:   _______________________________
          ______________________________________________________

          (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 operation and maintenance of
industrial  process  plants that utilize the Process, hereinafter referred to as
"Plants".

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

D.     PEM wishes to provide NEWCO with ongoing preventative maintenance, repair
and  operations  support  for  operating  the  Plant.


<PAGE>
NOW  THEREFORE  THIS AGREEMENT WITNESSES that the parties hereto agree each with
the  other  as  follows:

1.     DEFINITIONS

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

     (a)  "MAINTENANCE  SERVICES  AGREEMENT"  means this agreement to be entered
          into between NEWCO and PEM for the preventative maintenance and repair
          of Plants.

     (b)  "NEWCO"  means  any  new  company  incorporated  for  the  purpose  of
          constructing and operating a Plant that is licensed for this purpose;

     (c)  "PROCESS" means the patented Thermo Master(TM) Process as described in
          patent number US 5810903 and CDN Patent Application number 2184044

     (d)  "PLANT" means a plant  designed and built for the recycling of organic
          waste  into  either  animal  feed  or  fertilizer  ingredients  to  be
          constructed using Thermo Tech(TM) Technologies Inc.'s Process;

     (e)  "WORK"  means  the  scope of  services,  materials  and  other  things
          provided by PEM to NEWCO.

2.   SCOPE OF WORK

2.1  Scope of Supply by PEM

     2.1.1 Preventative Maintenance and Repair Services

          PEM will provide  management,  administration and ongoing services for
          the  overall  maintenance  of fixed and mobile  equipment,  buildings,
          building  mechanical and electrical  systems,  process piping systems,
          conveying  systems,  process  electrical and control systems and other
          facilities associated with the Plant, including:

          (a)  to provide properly trained  personnel for continuous 24 hour per
               day,  365  days  per  year  on-call   services  for   consulting,
               coordination   and  supervision  of   maintenance,   preventative
               maintenance  and repairs  for the Plant.  The  personnel  will be
               based at PEM's offices.  Calls will be made by NEWCO to PEM using
               mutually agreed methods,  which may include:  cellular telephone,
               paging  service,  duty  roster  with home  telephone  numbers for
               on-call supervisors;

          (b)  to provide at least one properly trained person available on site
               at the Plant 365 days per year to provide continuous  maintenance
               and advice respecting such facility;


                                      -2-
<PAGE>
          (c)  to have at least one properly  trained  person to be available 24
               hours per day, 365 days per year in an "on call" capacity for the
               Plant to provide emergency maintenance to the Plant;

          (d)  to provide  designated  personnel at the Plant to be  responsible
               for and to ensure  operation  maintenance  issues and repairs are
               dealt with  efficiently  and to, as much as reasonably  possible,
               prevent  failure of the Plant  systems and to reduce  "down time"
               for any particular facility or system;

          (e)  to provide the required tools, equipment, supplies and consumable
               items to maintain the proper  operation  of any relevant  process
               the Plant is used for and to install,  test and maintain  NEWCO's
               equipment as is existing  and to be installed  during the term of
               the Maintenance Services Agreement; and

          (f)  to provide daily, weekly, monthly and annual reports highlighting
               the work completed in the period,  the costs  incurred,  areas of
               concern and  recommendations  for improving the  reliability  and
               cost of operating and maintaining the Plant.

     2.1.2 Training for Equipment Operation

          PEM will provide personnel that are trained in the operation of all of
          the equipment at the NEWCO Plant. Where PEM personnel are replaced and
          are not familiar  with the  equipment  at the Plant,  PEM will provide
          them with adequate training to ensure that they are knowledgeable.

          (a)  The PEM  personnel  will ensure that the  equipment  at the Plant
               operated  by NEWCO's  personnel  is  operated  properly  to avoid
               damage to the  equipment  and to  produce an  acceptable  product
               quality,  meet the environmental  and safety  requirements of the
               Plant.

          (b)  Where  they  find that  NEWCO's  personnel  are not  sufficiently
               familiar with the equipment,  they will provide hands-on training
               to the NEWCO personnel; and

          (c)  Where PEM finds that NEWCO's  personnel  are  damaging  equipment
               through lack of skill or knowledge,  or carelessness this will be
               reported to the NEWCO management immediately.

     2.1.3 Quality Assurance

          PEM will  participate  in routine  (internal)  audits  and  reports on
          quality assurance programs in Plant.


                                      -3-
<PAGE>
     2.1.4 Review of Plant Financial Performance

          (a)  PEM will review  accounting  and  financial  reports  prepared by
               NEWCO on a regular basis to familiarize themselves with the costs
               for maintaining and operating the plant.

          (b)  PEM will make  recommendations  for the improvement of operations
               and reporting.

2.2  Scope of Supply by NEWCO

     NEWCO will  provide the  following  facilities  and services to PEM free of
     charge for PEM's use in providing the maintenance services:

     2.2.1at least one heated and airconditioned  office with locks on the doors
          and keys for such locks to the personnel  engaged by PEM and stationed
          on site at the Plant.  Each office will be equipped  with at least one
          desk, a telephone, facsimile machine and computer;

     2.2.2access  to  photocopier  or any  other  related  electronic  equipment
          required  by PEM,  all of  sufficient  quality to  produce  documents,
          diagrams and pictures as may reasonably be required for PEM's work;

     2.2.3 a digital or other camera;

     2.2.4reasonable  access,  washroom  facilities and parking spaces necessary
          for PEM personnel provided at the Plant;

     2.2.5adequate  and  convenient  storage  space for  materials  and supplies
          reasonably  required  by PEM and its  personnel,  such space  shall be
          locked or secured;

     2.2.6payment  to PEM for all  services,  equipment  rentals  and  materials
          provided pursuant to this Maintenance Services Agreement; and

     2.2.7reasonable  assurances  that all NEWCO  personnel  will cooperate with
          and  communicate  with  PEM  personnel  throughout  the  term  of this
          Maintenance Services Agreement and any renewal of it.

3.   PERFORMANCE OF THE WORK

3.1  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.


                                      -4-
<PAGE>
3.2  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.

3.3  Information Supplied to PEM

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

3.4  Conflicts of Interest

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

3.5  Subcontractors

     Subject to the approval of NEWCO, which shall not be unreasonably withheld,
     PEM will have the right to have any of the Work  accomplished by a properly
     trained  Subcontractor  or service  company.  PEM will  negotiate and issue
     subcontracts  for the  Subcontractors'  services that include all necessary
     requirements for secrecy,  protection of proprietary  knowledge,  insurance
     and other requirements specified by NEWCO.

3.6  Force Majeure

     3.6.1PEM'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 Section,  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 advise
          NEWCO if it becomes  aware of any  labour  demands,  labour  disputes,
          labour  trends,  pending or ongoing labour  negotiations  or any other
          problems  relating  to  labour  that  may  affect  the  Work  and  its
          performance.

     3.6.2PEM will give NEWCO  notice  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.


                                      -5-
<PAGE>
3.7  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
     Maintenance Services 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  Payment for the services, equipment rentals and materials to be provided by
     PEM to  NEWCO  will  be  made  by  NEWCO  to PEM  during  the  term  of the
     Maintenance Services Agreement, in accordance with the following:

     4.1.1All labour,  equipment rentals and materials are to be paid for at the
          rates or in the manner set out in the Schedule A hereto;

     4.1.2Except as expressly  stated  otherwise,  all amounts owing by NEWCO to
          PEM under this  Maintenance  Services  Agreement will be paid by NEWCO
          within 15 days of the date of  invoice.  If payment  has not been made
          within the said 15 days,  PEM will have the option to suspend all work
          in progress  upon 5 days written  notice from the date NEWCO  received
          the invoice until  payment is made or  satisfactory  arrangements  for
          payment are provided and agreed to by PEM;

     4.1.3Invoices  may be  issued  by PEM on the  date  that  such  service  or
          material is provided or any time after that;

     4.1.4PEM will be given  full  payment in advance  for any  materials  to be
          used in the  facilities of NEWCO where the cost of such materials are,
          or are  likely  to be in  excess  of  $1,000  and PEM will be under no
          obligation  to  undertake  any work that would  require  materials  in
          excess of $1,000 unless, or until NEWCO has paid any requested deposit
          towards such materials;

     4.1.5A service charge will be charged to NEWCO of 1.5% per month calculated
          monthly  on the total  outstanding  for each  month or part  month for
          which any payment required to be paid to PEM by NEWCO is overdue;

     4.1.6 All equipment rentals are to be paid by NEWCO.

     4.1.7Timesheets  will be provided  with PEM  invoices to  substantiate  the
          invoiced amounts and services provided.

4.2  Rate Adjustments

     Rates and other costs  included in this  section may, at PEM's  option,  be
     adjusted  upward on an annual basis to reflect  increases in the local cost
     of living index in _______________.


                                      -6-
<PAGE>
5.   TERM OF MAINTENANCE SERVICES AGREEMENT

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

6.   TERMINATION

6.1  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 Maintenance  Services Agreement is otherwise in breach of a material
     provision of the Maintenance  Services  Agreement,  then NEWCO may, without
     prejudice  to any right or  remedy  and after  giving  PEM 90 days  written
     notice,  during  which  PEM  fails to cure  the  violation,  terminate  the
     Maintenance Services 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  Maintenance
     Services  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.

6.2  Termination by NEWCO without Cause

     6.2.1NEWCO may, without cause, terminate the Maintenance Services Agreement
          upon 180 days' prior written notice to PEM.

     6.2.2In the event of  termination  of the  Maintenance  Services  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 Maintenance  Services Agreement
               and the Project, plus all reimbursable costs reasonably incurred;
               and

          (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 Subcontractors.

     6.2.3In the event of  termination  of the  Maintenance  Services  Agreement
          without cause, PERI will be paid:


                                      -7-
<PAGE>
          (a)  15% of the  average  yearly  return PEM  expects to earn over the
               term of the Agreement  for a period of 2 years after  termination
               by NEWCO.

     6.2.4After receipt of the foregoing payments,  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.

6.3  Termination by PEM with Cause

     If 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 Maintenance  Services  Agreement,  then PEM may,
     without  prejudice  to any right or remedy and after  giving  NEWCO 90 days
     written notice,  during which NEWCO fails to cure the violation,  terminate
     the  Maintenance  Services  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  Maintenance  Services
     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.

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

     6.3.1If PEM  elects to  suspend  performance  of the work  after  providing
          notice  according to the requirements of subsection 4.1.2 and if NEWCO
          fails to make the payment within 7 days after the expiry of the notice
          period referred to in subsection  4.1.2,  PEM may elect to immediately
          terminate the  Maintenance  Services  Agreement or continue to suspend
          the performance of the Work for such period of time as PEM may decide;

     6.3.2If NEWCO  requests PEM to provide 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  Maintenance  Services
          Agreement immediately upon written notice to NEWCO; and

     6.3.3If 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
          Maintenance  Services  Agreement  after  giving  reasonable  notice to
          NEWCO, not to exceed 30 days.


                                      -8-
<PAGE>
7.   INDEMNIFICATION

7.1  Subject  to  any  limitations  of  liability  in the  Maintenance  Services
     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:

     7.1.1all  claims or liens of  Subcontractors  of PEM  arising  out of PEM's
          failure to pay its  Subcontractors  in accordance  with its agreements
          with those  Subcontractors,  provided  such failure is not caused by a
          failure of NEWCO to make payment to PEM;

     7.1.2all fines,  penalties,  assessments or other exactions  imposed by any
          governmental  authority by reason of PEM's  failure to comply with the
          Maintenance Services Agreement;

     7.1.3all claims,  damages,  losses and expenses,  including  attorney fees,
          arising out of or resulting from the  performance  of the  Maintenance
          Services  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, Subcontractors, or anyone directly or
               indirectly employed by any of them.

7.2  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:

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

     7.2.2all fines,  penalties,  assessments or other financial charges imposed
          by any  governmental  authority by reason of NEWCO's failure to comply
          with the Maintenance Services Agreement;

     7.2.3all claims,  damages,  losses and expenses,  including  attorney fees,
          arising out of or resulting from the  performance  of the  Maintenance
          Services  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);


                                      -9-
<PAGE>
          (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;

     7.2.4all 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

     7.2.5all  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  Maintenance  Services
          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.

8.   INSURANCE

8.1  PEM will provide, maintain and pay for the insurance coverages specified in
     this Section 8. Unless specified otherwise in this Section, the duration of
     each insurance  policy shall be from the date of  commencement  of the Work
     until the termination of the Maintenance Services Agreement.

8.2  PEM will be responsible for deductible amounts under the policies.

8.3  Automobile Public Liability and Property Damage Insurance

     PEM 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.

8.4  General Comprehensive Liability Insurance

     8.4.1PEM will provide General Comprehensive Liability insurance coverage 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  General   Comprehensive   Liability
          Insurance 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.


                                      -10-
<PAGE>
     8.4.2The General Comprehensive  Liability Insurance Policy 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.

8.5  Workers Compensation

     PEM  will  comply  with  the  Workers  Compensation  Act  (Ontario)  or its
     equivalent in the Province or State where the Plant is located.

8.6  Certificates of Insurance

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

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

9.   DISPUTE RESOLUTION

9.1  If the parties are unable to resolve,  by unanimous  agreement,  any matter
     arising  out of or  relating  to the  terms  of  the  Maintenance  Services
     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.

9.2  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  Maintenance
     Services  Agreement,  or in  respect  of  any  defined  legal  relationship
     associated  therewith  or derived  therefrom,  may,  subject to the written
     agreement of the respective presidents, 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.

9.3  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.


                                      -11-
<PAGE>
9.4  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.

10.  GENERAL PROVISIONS

10.1 Time shall be of the essence of this Maintenance Services Agreement.

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

10.3 Except as contemplated herein, this Maintenance Services 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.

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

10.5 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.

10.6 Any notice to be given under this Maintenance  Services  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:


                                      -12-
<PAGE>

          Newco  Bio  Conversion  Inc.
          __________________________
          __________________________
          __________________________

          Attention:  __________________________

          Telephone:  (______)  ____________________
          Facsimile:  (______)  ____________________



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

          Attention:  Perry  Smith

          Telephone:     (519)  595-4933
          Facsimile:     (519)  595-8770

     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.

10.7 This  Maintenance  Services  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.

10.8 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,  and each of the parties hereto attorns to the jurisdiction of the
     Courts of the Province of Ontario.

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

PLANET  EARTH  MANAGEMENT  INC.

Per:
     Authorized  Signatory

NEWCO  BIO  CONVERSION  INC.

Per:
     Authorized  Signatory


                                      -13-
<PAGE>
<TABLE>
<CAPTION>
                                  SCHEDULE "A"
                                   RATES FOR
                              LABOUR AND MATERIALS


                                             Regular Time    Overtime
<S>                                         <C>              <C>
Supervisory Foreperson(s)                   $       ____/hr  $ ____/hr

All Additional Personnel                    $       ____/hr  $ ____/hr

Senior Operational Consultant               $       ____/hr  $ ____/hr

Professional Engineer Consultant            $       ____/hr  $ ____/hr

Consumable Materials                        Cost plus 15 %

Subcontractors   Cost                       Cost plus 15 %

Accommodations, Meals and Travel Expenses   Cost plus 15 %
</TABLE>


<PAGE>
                                   SCHEDULE D



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

THIS  AGREEMENT  is  made  as  of  the  _____  day  of  __________2000

BETWEEN:

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

          (hereinafter referred to as "PEM")

                                                               OF THE FIRST PART

AND:

          NEWCO BIO CONVERSION INC., a company duly incorporated pursuant to the
          laws of  (Province/State)____________________and  having its principal
          place   of   business   located   at   _______________________________
          ______________________________________________________

          (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;


<PAGE>
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;


                                      -2-
<PAGE>
          (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


                                      -3-
<PAGE>
          (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

               -    Quality control practices.


                                      -4-
<PAGE>
     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.


                                      -5-
<PAGE>
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.


                                      -6-
<PAGE>
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.


                                      -7-
<PAGE>
     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:


                                      -8-
<PAGE>
          (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.


                                      -9-
<PAGE>
     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


                                      -10-
<PAGE>
          (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.


                                      -11-
<PAGE>
          (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;


                                      -12-
<PAGE>
     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.

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:


                                      -15-
<PAGE>

         Newco  Bio  Conversion  Inc.
         ____________________________
         ____________________________
         ____________________________

         Attention:     ____________________________
                   (President)

         Telephone:     (______)  ______________________
         Facsimile:     (______)  ______________________

         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.

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.


                                      -16-
<PAGE>
IN WITNESS WHEREOF the parties hereto have executed this agreement as of the day
and  year  first  above  written.

PLANET  EARTH  MANAGEMENT  INC.


---------------------------------------------
Authorized  Signatory



---------------------------------------------
Authorized  Signatory

NEWCO  BIO  CONVERSION  INC.



---------------------------------------------
Authorized  Signatory



---------------------------------------------
Authorized  Signatory


                                      -17-
<PAGE>
                                   SCHEDULE E



                             WASTE SUPPLY AGREEMENT
                             ----------------------

THIS  AGREEMENT  is  made  as  of  the  _____  day  of  _____________,  2000.

BETWEEN:

          EARTH ALLIANCE  SYSTEMS INC., a company  incorporated  pursuant to the
          laws of the Yukon having its principal place of business located at 54
          Mill Street West, Milverton, Ontario, N0K 1M0

          (hereinafter referred to as "EAS")

AND:

          NEWCO BIO CONVERSION INC., a company incorporated pursuant to the laws
          of      ____________________and      having      an      office     at
          ________________________________

          (hereinafter referred to as "NEWCO")

WHEREAS:

A.     NEWCO  intends  to  construct  and operate a waste processing facility (a
"Plant") at _______________.  The Plant is intended to process raw organic waste
(  the  "Waste")  using  a  patented  thermophilic  digestion  technology  (the
"Technology")  that  will  either  owned  or  licensed  by  NEWCO.

B.     EAS  is  in  the  business of collecting and sorting waste materials that
include  Waste  that  can  be  processed  by  the  Technology.

C.     NEWCO  requires  a  stable and regular supply of Waste and EAS requires a
means  of  disposing  of  such  Waste.

D.     EAS  desires  to  supply Waste to NEWCO and NEWCO desires to accept Waste
for  disposal/recycling  in  exchange  for  payment.

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

1.   CONDITIONS PRECEDENT

     This is Agreement is subject to the following conditions:


1.1  The  construction  by EAS of a Plant  that  is in  operating  order  and is
     prepared to accept Waste.


<PAGE>
1.2  Receipt by EAS from NEWCO of a minimum of 30 days notice (the  "Notice") in
     writing, of a date acceptable to EAS (the "In Service Date") on which NEWCO
     will be ready to accept Waste at the Plant.

2.   PRELIMINARY WASTE SUPPLY

2.1  NEWCO requires varying amounts of waste (the "Preliminary  Waste") prior to
     the In Service Date for the purpose of testing its  equipment and processes
     and, generally, to complete the commissioning of the plant.

2.2  EAS shall make all reasonable  efforts to provide  Preliminary Waste during
     the period of time  between  the  formation  of this  Agreement  and the In
     Service Date (the "Commissioning Period") in the quantities required by EAS
     upon receipt of notice from NEWCO of their need for Preliminary Waste.

2.3  EAS shall not be liable  for any loss or damage  suffered  by NEWCO for its
     inability  to supply  Preliminary  Waste  subject to EAS making  reasonable
     efforts to do so.

2.4  NEWCO  understands  that EAS requires as much advance notice as possible of
     the date on which NEWCO will require the Preliminary Waste.

2.5  EAS shall pay NEWCO  ____________  ($_______)  for each ton of  Preliminary
     Waste delivered during the  Commissioning  Period and terms relating to the
     method of invoicing and the time for payment shall be the same as those set
     out below for the supply of Waste during the In Service period.

3.   TERM

3.1  This  Agreement  will commence on the In Service Date, or earlier as agreed
     among the Parties and will  continue  for twelve (12) years,  ending on the
     last day of the calendar month in which the In Service Date occurs.

4.   SUPPLY OF WASTE

     EAS will  supply  Waste to NEWCO for the  duration  of this  Agreement  and
     according to the following terms:

4.1  SECURE SUPPLY OF WASTE

     4.1.1NEWCO estimates that the Plant when operating at its optimal effective
          capacity, will consume an  estimated___________________  (______) tons
          of Waste per week (the "Optimum Utilization Rate").

     4.1.2NEWCO  projects  that there may be periods  when the Plant is not able
          to process Waste at the Optimum Utilization Rate. In particular, it is
          projected  that  during the first year of the Term of this  Agreement,
          the  plant  may  only be able to  process  Waste  at a rate  equal  to
          ________  percent  (_____%)  of  the  Optimum  Utilization  Rate  (the
          "Projected  Utilization  Rate").  NEWCO  projects  that the  Projected
          Utilization  Rate will increase to __________  percent (_____%) of the
          Optimum  Utilization  Rate  in the  second  year  of the  Term of this
          Agreement and _____________percent  (______%) in each year of the Term
          thereafter.  The  Parties  will  use  Projected  Utilization  Rate  to
          determine  the amount of penalties  payable when the other Party fails
          to supply or consume, as appropriate, Waste during each quarter of the
          Term.


                                      -2-
<PAGE>
     4.1.3NEWCO  may  notify  EAS  that it is not  able to  accept  Waste  for a
          stipulated  number of days  (each of those  days known as a "Down Day"
          and  successive  days as "Down Days").  NEWCO will not be obligated to
          receive  Waste during the Down Day(s),  the first Down Day to commence
          no earlier than the day following the date on which notice is received
          by EAS.  Notice  under this  section may be given by fax,  and will be
          given during regular business hours and will be deemed received on the
          day  it  is  effectively  transmitted.   NEWCO  is  entitled  to  give
          successive daily notice of Down Days.

     4.1.4NEWCO intends to maintain a buffer  facility  (the "Buffer  Facility")
          for the storage of the Waste  prior to  processing  of the Waste,  the
          capacity  of  which  is  intended  to  be  limited  to   approximately
          ________________  (_____)  tons  of  waste.  The  Buffer  Facility  is
          intended to provide the respective  Parties with  flexibility in daily
          rates of Waste delivery and Waste processing. However, if:

          (a)  Notice of a Down Day has not been given; and

          (b)  EAS arrives at the  processing  facility with suitable  Waste for
               delivery; and

          (c)  NEWCO  declines  to weigh and  accept the Waste and issue a scale
               ticket; and

          (d)  The total  amount of Waste that EAS  proposes  to deliver on that
               day is less than _____________(____) tons;

               then that day will also be  considered  a Down Day.  Sundays  and
               Statutory  Holidays  will not be included in any  calculation  of
               Down Days.

4.2  TIPPING CHARGES

     4.2.1Subject  to  Price  Adjustment  EAS  will  pay  to  NEWCO  the  sum of
          _______________ ($_____) for each ton of Waste received at the Plant.

     4.2.2 PRICE ADJUSTMENT

          Any charges will be automatically  adjusted on the anniversary date of
          the In Service Date based on changes to the Consumer  Price Index,  as
          published by Statistics Canada.


                                      -3-
<PAGE>
     4.2.3 STATEMENTS

          NEWCO will provide to EAS, within fifteen (15) days of the end of each
          calendar  month  during the Term,  a statement  showing  the  previous
          month's total volume of Waste accepted by it for processing as well as
          Tipping Charges and any Supply Deficiency Penalties.  EAS will pay the
          invoiced  amount  within  forty-five  (45) days of the last day of the
          month covered by that statement.

     4.2.4The Parties  acknowledge  that it is their mutual intention to process
          increasing amounts of Waste under the provisions of this Agreement. It
          is  recognized  that this may be achieved by EAS  granting  favourable
          tipping  fees  or  other  disposal  prices  to  primary,  high  volume
          generators  of organic  waste.  Therefore,  the Parties  recognize the
          possibility  that charges or  penalties  under this  agreement  may be
          adjusted by mutual  agreement,  without creating any obligations to do
          so, if Waste is supplied in amounts in excess of ____________  (_____)
          tons per day, on average.

4.3  MINIMUM SUPPLY RATE

     4.3.1EAS will pay a penalty (the "Supply Deficiency  Penalty")at the end of
          each successive three month period (each  "Quarter")during the Term if
          it is unable to supply less than the  stipulated  amount of Waste (the
          "Minimum Supply Rate") for that particular Quarter. The Minimum Supply
          Rate is the  lesser  of the  rates  determined  by the  following  two
          calculations:

          (a)  The  number  of  days in the  Quarter,  including  Saturdays  and
               Sundays less the number of Down Days in that period multiplied by
               _____________ (____) tons.

          (b)  The Projected Utilization Rate per day at that time multiplied by
               the  number  of  days in the  Quarter,  including  Saturdays  and
               Sundays  [AND THE RESULT  SHALL BE  MULTIPLIED  BY  _____________
               (____) TONS (?)].

          The  Supply  Deficiency   Penalty  will  be  equal  to  ______________
          ($______)  per ton  (subject  to the  Price  Adjustment  as set out in
          Section 4.2.2) multiplied by the difference between the number of tons
          of Waste required by the Minimum Supply Rate and the number of tons of
          Waste  actually  supplied for that  Quarter.  The first Quarter of the
          Term shall  consist of the sum of the  number of days  between  the In
          Service Date and the end of that calendar month and the number of days
          in next three months.

     4.3.2At the end of each Quarter  NEWCO will provide to EAS a statement,  in
          the form as shown at Schedule B to this Agreement, showing the Minimum
          Supply Rate, the amount of Waste  actually  supplied and the amount of
          any Supply  Deficiency  Penalty.  This statement will be provided with
          NEWCO's  regular  monthly  statement  (referred  to in Section  4.2.3)
          issued  at the end of the  relevant  Quarter.  The  Supply  Deficiency
          Penalty  will be paid by EAS to NEWCO at the same time as the relevant
          regular monthly payment.


                                      -4-
<PAGE>
4.4     Minimum  Consumption  Rate:
        --------------------------

     4.4.1NEWCO will pay a penalty ("Consumption  Deficiency Penalty") to EAS at
          the end of  each  Quarter  if it is  unable  to  receive  less  than a
          stipulated amount of Waste (the "Minimum  Consumption  Rate") for that
          particular Quarter.

     4.4.2The Minimum  Consumption Rate is equivalent to the Project Utilization
          Rate per day at that  time  multiplied  by the  number  of days in the
          Quarter,  including  Saturdays  and Sundays  [AND THE RESULT  SHALL BE
          MULTIPLIED BY _____________ (____) TON (?)].

     4.4.3The Consumption  Deficiency  Penalty will be equal to the tipping fees
          EAS is  required  to pay for  disposal  of the  excess  Waste by other
          means. [CONFIRM]

     4.4.4At the end of each  Quarter  EAS shall  provide a  statement  to NEWCO
          showing the amount of any Consumption Deficiency Penalty together with
          copies of scale tickets or other satisfactory evidence of tipping fees
          paid by EAS for disposal of the excess Waste at other waste processing
          facilities.

     4.4.5At the end of each Quarter  NEWCO will provide to EAS a statement,  in
          the form as shown at Schedule C to this Agreement, showing the Minimum
          Consumption  Rate,  the  amount of Waste  NEWCO was  actually  able to
          receive and the amount of any  Consumption  Deficiency  Penalty.  This
          statement  will be provided  with NEWCO's  regular  monthly  statement
          (referred  to in  Section  4.2.3)  issued  at the end of the  relevant
          Quarter.  Any Consumption  Deficiency Penalty will be credited against
          EAS's regular monthly payment.

5.   QUALITY OF PRODUCT

5.1  The Parties  accept that the process by which  organic waste is digested is
     only effective on waste which meets strict  requirements  as to its organic
     nature and as to its moisture,  chemical,  mineral and metal content. These
     requirements  reflect the similar  restrictions that NEWCO must comply with
     in connection  with the ultimate  sale of products  from the  processing of
     this waste (the "End Products").

5.2  NEWCO will not be obligated in any way to accept waste from EAS unless such
     waste  meets  the  Quality  Criteria  specified  in  Schedule  "A" of  this
     Agreement ("the Quality Criteria").

5.3  NEWCO has the right to make reasonable changes to the Quality Criteria from
     time to time on not less than sixty (60) days  written  notice to EAS.  Any
     changes  necessary to make certain that the End Products are fit for animal
     consumption or application to soils as a fertilizer product shall be deemed
     reasonable  for the purposes of this  Agreement.  Any change to the Quality
     Criteria which are the result of required changes to the content of the End
     Products  shall  be  deemed  to be  reasonable  for  the  purpose  of  this
     Agreement.  Such required changes shall include changes to the requirements
     imposed by following  organizations,  laws and regulations or to equivalent
     organizational rules or statutes in other jurisdictions, as appropriate:


                                      -5-
<PAGE>
     5.3.1 The Association of American Feed Control Officials Incorporated;

     5.3.2 The Canadian Feed Act and its Regulations;

     5.3.3 The Canadian Fertilizer Act and its Regulations;

     5.3.4The   Environmental   Protection   Agency   of  the   United   States,
          Environmental Canada, equivalent Provincial bodies or other equivalent
          governmental bodies;

     5.3.5The  Environmental  Protection Act of _________ and its regulations or
          equivalent, applicable legislation elsewhere; and

     5.3.6Any other  government body or  jurisdictional  authority  dealing with
          the  environment  or  environmental  issues in the  country,  state or
          province where the Plant is located);

6.   DELIVERY AND WEIGHT

6.1  EAS will deliver the Waste to the Plant in the City of  __________________.
     The Waste will be dumped into a receiving  area provided and located on the
     site by NEWCO.

6.2  NEWCO will weigh the Waste over the full deck truck  scales  located at the
     Plant.  Such scales shall be inspected  at regular  intervals  and have the
     appropriate  government  seal  affixed  certifying  that they are legal for
     trade. Scale weights shall be recorded on a printed scale ticket that shall
     be delivered to the driver of the delivery vehicle.

6.3  In order to facilitate  the  continuity of the  processing of the waste and
     the safety of their  employees,  the Parties may make reasonable  rules for
     the timing of deliveries and the movement of delivery vehicles.

7.   TERMINATION

7.1  Notwithstanding  anything  herein  contained,  a Party may  terminate  this
     Agreement by notice in writing to the other Party on the  occurrence of any
     one or more of the following events:

     7.1.1If a Party is in breach of a material term of this  Agreement and such
          breach is not cured within thirty days of that Party receiving written
          notice from the Terminating  Party specifying the breach in reasonable
          detail.

     7.1.2 NEWCO decides to close the Plant;

     7.1.3A  Party  makes  a  voluntary   assignment  for  the  benefit  of  its
          creditors,  is declared  bankrupt,  or  otherwise  takes  advantage of
          provisions  of for relief  under the  Bankruptcy  Act,  the  Companies
          Creditors Arrangement Act or similar legislation in any jurisdiction.


                                      -6-
<PAGE>
     7.1.4A Receiver is  appointed  for a Party and that Party has not  appealed
          the Order  appointing the Receiver within the appeal period or, in the
          event the Receiver was not appointed by Order,  initiated a proceeding
          to have the receivership terminated;

     7.1.5If any  legislation,  regulations,  policy  ruling  or  decision  of a
          Federal,  Provincial,  State or Municipal  government or of any agency
          thereof  is  implemented,  repealed  or  altered  in  such a way as to
          significantly prevent either party from lawfully exercising its rights
          or performing its obligations hereunder.

          For the purpose of this Section,  any action of a Party which leads to
          the payment of a penalty  shall not be a considered a material  breach
          Agreement so long as the penalty is paid within the time specified.

8.   TRANSFER OF TITLE AND RISK

8.1  Ownership  of the Waste and all risk  associated  therewith  shall  pass to
     NEWCO at the time  such  Waste is  dumped  into the  receiving  area at the
     processing facility referred to above.

9.   MUTUAL INDEMNITY

9.1  Each of the Parties will  indemnify and save harmless the other against and
     from any and all actions, proceedings, demands, claims, liability, damages,
     losses and expenses and costs  (including  lawyer's fees on a solicitor and
     his own client basis) suffered or incurred by such Party as a result of any
     breach of this  Agreement by the other Party or by reason of any  negligent
     act or neglect of itself, its servants,  employees,  agents,  invitees,  or
     licensees  including  liability  for  injury  or  damage  to any  person or
     property.

10.  INSURANCE

10.1 EAS and  NEWCO  shall  each  provide  and  keep in  force  for  themselves,
     comprehensive  general  liability  insurance in respect of personal injury,
     death or property  damage with generally  accepted  insurance  carriers are
     customary for risks of this nature and with minimum amounts of FIVE MILLION
     DOLLARS  ($5,000,000.00)  per occurrence and each party will provide to the
     other proof of such insurance and renewal thereof, upon request.

11.  NON-WAIVER

11.1 Any waiver or condoning by one Party of any breach of this Agreement by the
     other Party shall not operate as a waiver or  condoning  of any  subsequent
     breach of this Agreement by the other Party.

12.  EXCLUSIVITY

12.1 It is  agreed  that  during  the  term of this  Agreement,  EAS will be the
     exclusive  supplier  of Waste to NEWCO and that  NEWCO  will not permit any
     other person,  firm,  partnership,  syndicate,  corporation or entity other
     than EAS, or parties authorized by EAS in writing and in advance, to supply
     organic  waste to NEWCO.  NEWCO  shall  refer all  potential  suppliers  of
     organic waste to EAS.


                                      -7-
<PAGE>
13.  CONFIDENTIALITY

13.1 EAS acknowledges that, by reason of this Agreement, it will become privy to
     confidential  information  belonging to NEWCO  concerning the  thermophilic
     digestion  technology used in processing  Waste.  EAS will not, without the
     prior written consent of NEWCO; disclose to any third party, or use for its
     own benefit, any such confidential  information,  either during the Term of
     this Agreement or thereafter.

14.  DISPUTE RESOLUTION

14.1 If the  parties  are unable to resolve  between  themselves,  any  disputes
     arising  out of or  relating  to the  terms  of this  Agreement,  or  their
     interpretation,  existence,  validity,  or  related to the  termination  or
     breach of this  Agreement,  the matter may be  submitted by either Party to
     the respective presidents of NEWCO and EAS for resolution by them.

14.2 Provided that no other party is or may become  involved in any dispute with
     either or both of NEWCO and EAS, if the respective  presidents of NEWCO and
     EAS fail to settle the dispute  referred  to them  within  thirty (30) days
     following its  submission to them,  all such disputes  arising out of or in
     connection  with  this  Agreement,  or in  respect  of  any  defined  legal
     relationship associated herewith or derived therefrom,  may, subject to the
     written agreement of the respective  president,  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  _________(collectively  and
     individually the "Arbitration  Centre").  The appointing  authority will be
     the  Arbitration  Centre  and  the  dispute  will  be  administered  by the
     Arbitration  Centre  in  accordance  with  its  procedures.  The  Place  of
     Arbitration will be ______________, ____________.

14.3 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.


                                      -8-
<PAGE>
14.4 If  either  Parties  commences  court  proceedings   concerning  a  dispute
     currently  being dealt with by an Arbitrator  either Party may apply to the
     Arbitrator or the relevant  court, at their  discretion,  for a stay of the
     arbitration  proceedings  then  in  progress  pending  the  outcome  of the
     litigation.

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

EARTH  ALLIANCE  SYSTEMS  INC.

_____________________________________
Authorized  Signatory

NEW  CO  BIO  CONVERSION  INC.

_____________________________________
Authorized  Signatory


                                      -9-
<PAGE>
                                  SCHEDULE "A"
                                  ------------

                          RAW MATERIALS FOR PROCESSING

                         AT THE THERMO MASTER(TM) PLANT

             (End product as Fertilizer Component or Soil Amendment)

The patented Thermo Master(TM) Process employs aerobic thermophilic fermentation
to  convert  organic  waste  materials to valuable end products.  Following is a
list of waste materials suitable for processing to fertilizer type end products.

Wastewater  Treatment  Residuals  (Bio-Solids)  Including  Thickened  Sludges:
-----------------------------------------------------------------------------

     -    seepage from collection systems including septic tanks

     -    primarily treatment sludges from municipal sewage treatment facilities

     -    secondary  or  tertiary   treatment   sludges  from  municipal  sewage
          treatment facilities

Miscellaneous  Organic  Processing  Sludges  Including  Residues From Lagoons or
--------------------------------------------------------------------------------
Collection  Pits:
----------------

     -    modern tannery sludges

     -    animal  manures  (although  a  dedicated  on-farm  closed  loop Thermo
          Master(TM) Process treatment system is preferred)

Some  source  of  specific  waste  materials:
--------------------------------------------

     -    city, municipal and regional wastewater treatment facilities

     -    septic waste haulers

     -    tanneries

     -    farms and feed lots

Nature  of  waste  materials:
----------------------------

     -    organic sludges and wastes

     -    mixed origin (very broad based)

*A  given Thermo Master(TM) Plant will process any one or a combination of these
wastes.

Summary.  The  preceding  list describes the NATURE of waste materials which are
-------
processed  in  the Thermo Master(TM) Plant when the end product is to be used in
the  fertilizer  and  soil enrichment industry.  IT IS NOT LIMITING AND DOES NOT
DESCRIBE  ALL  RAW  MATERIALS  SUITABLE  FOR  CONVERSION TO FERTILIZER PRODUCTS.


<PAGE>
Thermo  Master(TM)  Plants  are equipped to receive and process a broad range of
materials,  including those that contain paper, rags or other such material.  In
fact,  paper  and  paper  based  material  is  organic  and is processed without
difficulty.

Application  of  treated  waste  materials  to land in the form of dry or liquid
fertilizer products is regulated be designated authorities in the United States,
Canada  and  in  other  countries  around  the world.  The fertilizer ingredient
manufactured  in  Thermo  Master(TM) Plants meets or exceeds the requirements of
these  regulations.

Many  advantages  are  found  in  Thermo  Master(TM)  fertilizer  ingredients:
-----------------------------------------------------------------------------

     -    Organic fertilizer with high nitrogen content

     -    Phosphorus  is held in the organic  solids  fraction and available for
          plant nutrition

     -    Destruction of pathogenic microbes,  insect eggs and larvae, parasites
          and weed seeds which allows extensive use of finished products

     -    Attractive nutrient profile which allows for effective blending

     -    Can be used in liquid or dry pellet forms

     -    Odor free

     -    Good soil dispersion when applied to soils.

                          RAW MATERIALS FOR PROCESSING

                         AT THE THERMO MASTER(TM) PLANT

                     (End Product as Animal Feed Ingredient)

The  Thermo Master(TM) Process employs aerobic thermophilic digestion to convert
non-hazardous  food  and  food  related  wastes  to  end  product  suitable  for
registration  and  use  as  animal  feed  and feed ingredients.  Following is an
extensive  list of waste materials.  The Thermo Master(TM) Plant can process any
one  of  these  raw  materials,  all  of  them  or  any  combination  of  them.

Waste  from  plant  origin:
--------------------------

-    Fruits

     -    whole fruits of any description, including all familiar fruits such as
          apples, oranges, bananas, grapefruit,  melons, berries as well as more
          exotic tropical fruits

     -    fruit peels and trim from all of the above

     -    fruit  pomace  (dejuiced  solids)  from  juice  extraction,  including
          apples, grapes, oranges, berries, etc.

     -    fruit juice and/or concentrate including out of date consumer product

     -    fermentation residues from wine production


                                      -2-
<PAGE>
-    Vegetables

     -    whole  vegetables  of  any  description  including  carrots,   celery,
          lettuce,  cabbage,  oriental  vegetables such as bok choy,  mushrooms,
          potatoes, rutabaga, squash etc.

     -    vegetable peels and trim waste from all of the above

     -    vegetable juices and/or  concentrates either from out of date consumer
          product or from food processing operations

     -    vegetable  purees from  processors  and/or  from out of date  consumer
          product, including tomato puree, tomato ketchup, pumpkin, tomato based
          sauces such as salsa and spaghetti sauce

     -    vegetable pomace (dejuiced solids) from juice extraction

     -    pickles and relishes

-    Edible grains,  legumes and pulses,  including such things as oats,  wheat,
     rice,  barley,  corn, canola seed, cotton seed, flax, dry beans, soy beans,
     and lentils, etc -

     -    flours, flakes and dry products made from these sources

     -    bran,  hulls  and  fines  from  milling  or  processing  any of  these
          materials

     -    doughs made from the associated flours

     -    fermentation residues such as distillers or brewers grains

     -    fresh and dry pasta products

     -    cereal waste from breakfast food production

     -    edible vegetable oils and fats coming from corn, soy, canola and other
          such sources

     -    spent frying oils from restaurants and food processing operations

-    Wastes of miscellaneous or mixed origin:

     Bakery wastes

     -    breads, buns, biscuits

     -    cakes, cookies, donuts

     -    pies, sweet goods and pastries


                                      -3-
<PAGE>
     Manufactured goods (may involve depacking)

     -    Beer, soft drinks, juice drinks, novelties

     -    Prepared  dinners such as frozen or TV dinners,  frozen prepared foods
          such as pyrogi, tortillas, cabbage rolls, etc

     -    Sauces  and  condiments  of  various   descriptions   including  salad
          dressings dry and moist toppings

     -    Fillings and dry mixes such as diet products, pudding cake mixes, soup
          mixes

     -    Baby formula in wet or dry form

     -    Waste from animal origin:

     Meats and products

     -    meat trim from consumer  product in grocery  outlets,  restaurants and
          delis

     -    meat processing wastes from processing plants

     -    poultry trim and processing wastes from poultry processors

     -    meat emulsions such as wiener and bologna batters or other sausage and
          other processed meats

     -    out dated consumer meat products

     Fish and fish products

     -    fish processing waste from fresh and canned fish processors

     -    fish trims from commercial and consumer based sources

     -    trash species from sorting of catch

     -    whole fish, in frozen or fresh form

     -    processed and prepared fish products (including breading, etc)

     Dairy wastes and products

     -    fermented milk products including cheese yoghurt,  sour cream, cottage
          cheese etc.

     -    over-date milk products from dairies and retail outlets

     -    milk including flavored milks and creams

     -    ice-cream  and  ice-cream  mixes as well as milkshake  mixes and other
          frozen dairy treats like creamsicles,  fudgesicles, ice-cream bars and
          the like

     -    cheese whey resulting from cheese manufacture


                                      -4-
<PAGE>
 -    Sources of specific waste materials:

     -    food service section of insulations

     -    restaurants (all categories)

     -    food wholesale and retail outlets

     -    food processing operations

     -    feed related operations such as feed mills

-    Nature of waste materials:

     -    cull produce and products

     -    trimming and preparation wastes

     -    post-consumer wastes (e.g. restaurants)

     -    depackaged, out of date or specification products

Summary.  The  preceding  list describes the nature of waste materials which are
-------
processed  in  the  Thermo  Master(TM) Plant when the end product is used in the
animal  feeding  industry.  All  raw  materials  of  this  type are suitable for
conversion  to  feed  products.

Raw  materials  originate from food processing or handling sectors.  Food wastes
are free from dangerous or toxic substances because of their origin in the human
food  chain.  Discard  materials which are destined for destruction because they
do  not meet product specification require a declaration from the generator that
they  do  not  contain  hazardous  materials  which may have accidentally become
incorporated  in the food product, and that this is not the reason for disposal.

Organic  food  waste  materials  destined  for processing in a Thermo Master(TM)
Plants  are  equipped  to  receive  raw  materials  containing  non-organic
"contaminants".  The first stage of receiving in the tipping bay requires visual
inspection  and separation of non-organics, if needed.  Paper can be accepted as
it  is  organic and suitable for processing.  Plastic and metals pose no problem
within  the  Thermo  Master(TM)  Plant  receiving  area,  with  the  systems and
procedures  that  are in place.  Up to 6 tons, or 1% of plastics can be received
in  a  600  ton per day plant.  In practice, this has never been seen. Normally,
the  presence of non-organic materials such as plastic garbage bags, containers,
styrofoam  etc  is  less  than  1000lb  per  day  and small debris is removed by
mechanical  systems  designed  for  this  purpose.


                                      -5-
<PAGE>
                                  SCHEDULE "B"
                                  ------------

              STATEMENT OF MINIMUM SUPPLY RATE AND PENALTY (IF ANY)
              -----------------------------------------------------

Date  Statement  Prepared:

This  Statement  Applies  to  Months  of:

Number  of  Days  in  Those  Months:

Number  of  Down  Days  in  the  Same  Period:

Applicable  Projected  Utilization  Rate:

Minimum  Supply  Rate  is  the  lesser  of:

(i)     70  X  ___     =

(ii)     80  X  No.  Days     =

Therefore,

Minimum  Supply  Rate     =

Amount  of  Waste  Actually  Delivered     =

Shortfall          Y          ton
                   -

Penalty  to  be  paid     =       YX  $_______     =     $80,000
                                ---

by  EARTH  ALLIANCE  SYSTEMS  INC.


<PAGE>
                                  SCHEDULE "C"
                                  ------------

           STATEMENT OF MINIMUM CONSUMPTION RATE AND PENALTY (IF ANY)
           ----------------------------------------------------------

Date  Statement  Prepared:

This  Statement  Applied  to  Months  of:

Number  of  Days  in  Those  Months:

Applicable  Project  Utlilization  Rate:

Minimum  Supply  Rate  in  this  Period:

Minimum Consumption Rate     =     Projected Utilization Rate X Days     =  tons

Amount  of  Waste  Actually  Delivered     =  tons

     Oversupply     tons

Penalty to be paid by NEWCO - actual cost of diverting    Y  ton (Oversupply) to
                                                       ----
landfill  which  exceed  $       A/  ton
                           -------

If  disposal  costs  (transportation  and  disposal  are  $      B/ton)
                                                             -----

Penalty  would  be  $1B  -  A  X  Y  tons  =  __________


<PAGE>
                                   SCHEDULE F



                         END PRODUCT PURCHASE AGREEMENT

THIS  AGREEMENT  is  dated  as  at  the  day  of  ,  200.

BETWEEN:



               (hereinafter referred to as the "Buyer")

                                                               OF THE FIRST PART

AND:



               (hereinafter referred to as the "Seller")

                                                              OF THE SECOND PART

WHEREAS:

A.          The  Seller  will  operate  a  waste  processing  facility at , (the
"Plant")  utilizing  patented  thermophilic digestion technology (the "Process")
owned  or  under  license  to  the  Seller;

B.          The  Seller  wishes to  sell  and  the  Buyer wishes to purchase all
end  products  produced  by  the  Plant  on  the terms and conditions as set out
herein.

NOW  THEREFORE  THIS  AGREEMENT  WITNESSETH  THAT in consideration of the mutual
promises  as  set  out  below  the  parties  hereto  agree  as  follows:

                                    ARTICLE 1
                                      TERM

1.1  The initial term (the "Initial  Term") of this  Agreement  will commence on
     the date on which the Plant is operational (the "In-service Date") and will
     continue for twelve years unless terminated  earlier in accordance with the
     terms of this Agreement.

1.2  The term of this Agreement will  automatically  renew for further  one-year
     periods  unless notice is given by either party not less than six (6)months
     prior to the expiration of the Initial Term of any such  additional term or
     terms.

1.3  Either party may terminate this Agreement at the end of the third, sixth or
     ninth year of the Initial Term upon ninety (90) days written  notice to the
     other party.


<PAGE>
                                    ARTICLE 2
                                    PURCHASE

2.1  Subject to the terms of this  Agreement,  the Buyer will  purchase  and the
     Seller will sell all end  products  produced by the Plant which  conform to
     the   specifications   set  out  in  Appendix  A  to  this  Agreement  (the
     "Products").

2.2  The Seller will provide the Buyer,  on each Friday  during the term of this
     Agreement,  an estimate of its production  expectations  for the next seven
     (7) days.  This  Production  estimate will contain as much detail as to the
     expected type and volume of Products to be purchased as is practical in the
     circumstances.

2.3  The Buyer will pay the  Seller one  hundred  and forty  dollars  ($140) per
     tonne of Product  (the  "Price").  The parties  agree that the Price may be
     adjusted every third  anniversary date of this Agreement during the Initial
     Term and on each anniversary date thereafter.

2.4  Beginning on the second month of the Initial Term the Buyer will provide to
     the Seller no later than fifteen  (15) days after the end of each  calendar
     month  during the term of this  Agreement,  a statement  (the  "Statement")
     showing the previous month's total tonnage of Products received and re-sold
     by the Buyer.

2.5  At the same time that the Statement is provided by the Buyer the Buyer will
     pay the  Seller an amount  equal to the Price  multiplied  by the number of
     tons of  product  re-sold  by the  Buyer  for which the Buyer has been paid
     during the period  covered by that Statement and not the volume of Products
     delivered to the Buyer. Payment shall be made by way of cheque delivered by
     the Buyer to the Seller unless otherwise agreed to by the parties.

2.6  Any late payments shall bear interest at the rate of 1.5% per month.

                                    ARTICLE 3
                               QUALITY OF PRODUCT

3.1  The Seller warrants and represents to the Buyer as follows:

     (a)  The  Products  delivered  to  the  Buyer  will  contain  only  quality
          ingredients and shall be in accordance with the specifications set out
          in Appendix A;

     (b)  The  Products  delivered to the Buyer as animal feed (the "Animal Feed
          Products") will conform with the requirements for such Products as set
          out by the Association of American Feed Control Officials Incorporated
          and as set out in the Canadian Feed Act and Regulations,  as published
          and amended from time to time;

     (c)  Animal Feed  Products  will not contain any  material or  contaminants
          which would make the Animal Feed Products harmful as animal feed;

     (d)  The  Products  will  have a  maximum  twelve  (12%)  percent  moisture
          content.


                                                                             -2-
<PAGE>
3.2  The Seller will  maintain  current and accurate  logs of the raw  materials
     being utilized by the Plant.

3.3  Upon reasonable notice the Seller will provide the Buyer with access to the
     Plant to inspect any and all raw materials or Products.

3.4  The Buyer will assist the Seller in  creating  Product  specifications  and
     formulations  to  ensure  Product  is  marketable   within  the  applicable
     district.  Furthermore, upon reasonable notice, the Seller agrees to permit
     the Buyer to enter the Plant during normal  business  hours for the purpose
     of Product testing.

3.5  If additional  ingredients  are required by the Buyer for Product  blending
     purposes,  the Seller will  purchase  such  ingredients  from an authorized
     agent of the Buyer provided that such ingredients are competitively  priced
     and the resulting end product is economically  viable to the parties.  [THE
     BUYER WILL  REIMBURSE THE SELLER FOR ALL  INCREASED  COSTS  RESULTING  FROM
     REQUIREMENTS TO PURCHASE SUCH ADDITIONAL INGREDIENTS.]

3.6  If the Seller  intends to introduce  any non waste food  products  into its
     processing, it will promptly notify Buyer prior to doing so.

                                    ARTICLE 4
                                    PACKAGING

4.1  The Seller will ensure that the  Products  are blended and  packaged in the
     manner specified from time to time by the Buyer acting reasonably.

                                    ARTICLE 5
                                    DELIVERY

5.1  The Seller  covenants and agrees with the Buyer with respect to delivery of
     the Product that the Seller will:

     (a)  at its sole risk and expense deliver the Products FOB at the Plant, in
          accordance with the delivery and packaging instructions of the Buyer;

     (b)  notify  the  Buyer  without  delay  when the  Products  are  ready for
          pick-up;

     (c)  maintain at its own cost adequate  storage to  facilitate  delivery of
          the Products;

     (d)  provide an maintain at its own cost suitable  load-out  facilities for
          the Products at the Plant;

     (e)  bear all costs and risks  associated with the Products until such time
          as  the   Products   are   delivered  to  the  Buyer  or  the  Buyer's
          representative in accordance with section 5.1(a) herein;

     (f)  provide and maintain at its own cost all  equipment  necessary to load
          the Products in the Buyer's or the Buyer's representative truck at the
          Plant; and


                                                                             -3-
<PAGE>
     (g)  collect and provide to the Buyer or its  representative,  samples from
          each shipment of Product delivered.

5.2  The Seller will  provide the Buyer and the  Buyer's  authorized  employees,
     agents and contractors with free and reasonably  unrestricted and undelayed
     access to the loading area at the Plant in order to allow the Buyer to meet
     its Product's removal obligations in an efficient and expeditious manner.

5.3  The Seller will be  responsible  for truck  demurrage time in excess of one
     (1) hour and will reimburse the Buyer for such truck  demurrage at the rate
     such cost is incurred,  plus ten (10%) percent administrative penalty. Such
     truck  demurrage time shall not exceed three (3) hours per incident  unless
     greed to in advance by the Seller.

5.4  The Buyer  will  advise  the  Seller  when the Buyer  has  encountered  any
     material  non-performance  of any obligation of the Seller pursuant to this
     Article  5 and the  Seller  will  have a  reasonable  time to cure any such
     non-performance.  The Seller will notify the Buyer within  twenty-four (24)
     hours of receiving  such notice from the Buyer of the  Seller's  remedy for
     the non-performance indicated by the Buyer.

5.5  The Buyer covenants and agrees with the Seller with respect to the delivery
     of Products that the Buyer will:

     (a)  promptly   remove   Products  from  the  Plant  so  as  to  avoid  any
          interruption in the operator's regular plant operations; and

     (b)  pick-up at regular intervals the samples of the Products  collected by
          the Seller pursuant to Section 5.1(g) herein.

5.6  Should the Buyer  fail for any  reason to  promptly  take  delivery  of and
     remove the Products from the Plant,  the Seller may send written  notice to
     the Buyer by personal  delivery or facsimile  to the Buyer's  office of the
     Buyer's  failure  to do so.  If the  Buyer  fails to take  delivery  within
     twenty-four  (24) hours of receipt of such notice,  then the Seller will be
     free to remove and sell such Products to other buyers at its discretion.

5.7  If Product does not meet the standards as set out in Schedule A, the Seller
     may request the Buyer's  assistance in disposing of such Product.  If Buyer
     agrees to dispose of such Product in advance or if subsequent to acceptance
     of  Product  by the Buyer  the  Product  is found not to meet the  required
     standard,  the Buyer  will use its  reasonable  efforts  to dispose of such
     Product in a cost  efficient way at the best  available  market  price.  If
     Buyer is able to sell such Product,  it will evenly divide the net proceeds
     with the Seller (after  accounting for its costs). If the Buyer is not able
     to sell such  Product,  the Seller will re-take the Product at its expense,
     and in any event Buyer will be entitled to setoff its reasonable costs with
     notice to Seller against any other sums owed to Seller.


                                                                             -4-
<PAGE>
                                    ARTICLE 6
                           TRANSFER OF TITLE AND RISK

6.1  The Seller and the Buyer agree that the title to the Products and all risks
     will  transfer  from the Seller to the Buyer when the Seller has  delivered
     the Products to the Buyer accordance with Section 5.1(a) herein.

                                    ARTICLE 7
                                     WEIGHT

7.1  All Products will be weighed over the Seller's full deck truck scales. Such
     scales will be inspected at regular  intervals,  have the appropriate  seal
     affixed by the appropriate  government regulatory agency and shall be legal
     for trade.  Scale weights shall be  accompanied  by a printed scale ticket.
     The  Seller  agrees to permit the Buyer to re-sell  Products  using  scales
     other  than  the  Seller's,  provided  that  such  scales  conform  to  the
     applicable regulatory requirements.  The Buyer agrees that use of alternate
     scales will only occur on an exception  basis to facilitate a sale and only
     when to the benefit of both parties.

                                    ARTICLE 8
                                MUTUAL INDEMNITY

8.1  Each of the parties hereto will indemnify and hold harmless the other party
     from and against any all liability,  damages,  losses and costs  (including
     legal fees on a solicitor and his own client basis) suffered or incurred by
     such party as a result of any breach of this  Agreement  by the other party
     or as a result of any  negligent  act or  neglect of the other  party,  its
     servants,  employees,  agents, invitees, or licensees,  including liability
     for injury or damage to any person or property.

                                    ARTICLE 9
                                    INSURANCE

9.1  The Buyer  and the  Seller  shall  each  provide  and keep in force for the
     other,  comprehensive  general  liability  insurance in respect of personal
     injury, death or property damage with generally accepted insurance carriers
     as are  customary  for risks of this nature and for a minimum of $5,000,000
     per  occurrence  and each  party will  provide to the other,  proof of such
     insurance  renewal  thereof,  upon request.  The Buyer shall be named as an
     insured third party on the Seller's insurance.

                                   ARTICLE 10
                                   NON-WAIVER

10.1 Any waiver or condoning by one party of any breach of this Agreement by the
     other party shall not operate as a waiver or  condoning  of any  subsequent
     breach of this agreement by the other party.


                                                                             -5-
<PAGE>
                                   ARTICLE 11
                                   EXCLUSIVITY

11.1 During the term of this  Agreement,  subject to Section 5.6, the Buyer will
     be the exclusive agent for purposes of marketing,  distributing and sale of
     the Products. The Seller will not sell, deliver or otherwise dispose of any
     of the Products to any person, firm, partnership,  syndicate,  corporation,
     or other  entity other than the Buyer or parties  authorized  in writing in
     advance by the Buyer. The Seller will refer all potential Product purchases
     to the  Buyer  and the  Buyer  will  ensure  that it  deals  with  all such
     referrals on a prompt and courteous basis.

11.2 The Seller may retain minor portions of the Product for internal testing or
     other such uses by itself or other affiliated corporations.

                                   ARTICLE 12
                                 CONFIDENTIALITY

12.1 The Seller  acknowledges  that, by reason of the Agreement,  it will become
     privy to  confidential  information  belonging to the Buyer,  including the
     identity  of  the  Buyer's  and  Buyer's  agent's   customers  and  pricing
     information.  The Seller will not, without the prior written consent of the
     Buyer,  disclose  to any third party or use for its own  benefit,  any such
     confidential  information  either  during  the  term  of the  Agreement  or
     thereafter.

12.2 The Buyer  acknowledges  and agrees  with the Seller  that all  information
     connected with the Plant, the Process or the Products is confidential,  and
     the Buyer will use its best efforts to protect the  confidentiality of such
     information  and will not disclose such  information or any part thereof to
     any other person except to its consultants, subcontractors and employees as
     may be  necessary  to carry  out its  rights  and  obligations  under  this
     Agreement,  and  except  as may  be  required  for  the  Buyer's  financial
     reporting,  income tax or regulatory purposes.  The Buyer will require each
     and every one of its employees,  consultants,  or  sub-contractors  who are
     provided  with any  information  in  respect  of the  Products  or  related
     knowledge to sign confidentiality agreements with the Buyer and the Seller,
     such agreements to be in a form acceptable to the Seller.

                                   ARTICLE 13
                                   TERMINATION

13.1 Notwithstanding anything herein contained,  either party may terminate this
     Agreement  upon  written  notice [  REASONABLE?]  to the other party in the
     event that:

     (a)  such other party  commits a material  breach of any  provision of this
          Agreement  and  fails to cure that  breach  within  fifteen  (15) days
          following receipt of a notice of such breach by the other party (which
          notice  must  specify in  reasonable  detail  the  breach or  breaches
          complained of);

     (b)  the Seller decide to close the Plant;


                                                                             -6-
<PAGE>
     (c)  either  party  becomes the subject of any  bankruptcy,  insolvency  or
          similar proceedings; or

     (d)  any legislation,  regulations, policy ruling or decision of a Federal,
          Provincial  State or Municipal  government or of any agency thereof is
          implemented,  repealed  or altered  in such a way as to  significantly
          prevent either party from lawfully exercising its rights or performing
          its obligations hereunder.

                                   ARTICLE 14
                                     GENERAL

14.1 If any term,  covenant or  condition of this  Agreement or the  application
     thereof to any party or circumstance  shall be invalid or  unenforceable to
     any extent,  the remainder of this  agreement or  application of such term,
     covenant or condition to a party of circumstances other than those to which
     it is held invalid or unenforceable  shall not be affected thereby and each
     remaining term,  covenant or condition of this Agreement shall be valid and
     shall be enforceable to the fullest extent permitted by law.

14.2 This Agreement  constitutes the entire agreement between the parties hereto
     relating  to the  subject  matter  hereof  and  supersedes  all  prior  and
     contemporaneous  agreements,  understandings,  negotiations and discussion,
     whether  oral or  written,  of the  parties  and there are not  general  or
     specific  warranties,  representations  or other agreements by or among the
     parties in  connection  with the  entering  into of this  Agreement  or the
     subject matter hereof except as specifically set forth herein.

14.3 The parties hereto and each of them do hereby covenant and agree to do such
     things and execute such further documents, agreements and assurances as may
     be necessary or advisable  from time to time in order to carry out the true
     intent and purposes of this Agreement fully and effectively.

14.4 This Agreement may be altered or amended in any of its provisions  when any
     such  changes are  reduced to writing and signed by the parties  hereto but
     not otherwise.

14.5 Unless  otherwise  indicated  any notice  required  to be given  under this
     Agreement  shall be in writing and addressed to the parties as hereinbefore
     set out and may be delivered or  telecopied.  Any notice given as aforesaid
     shall be deemed to have been received, if delivered,  when delivered or, if
     telecopied on the business day after the date of telecopying.

14.6 Wherever  the  singular,  plural,  masculine,  feminine  or  neuter is used
     throughout  this  Agreement,  the same shall be  construed  as meaning  the
     singular,  plural,  masculine,  feminine,  neuter,  body  politic  or  body
     corporate where the fact or context so requires and the provisions hereof.

14.7 This  Agreement  shall be governed by and construed in accordance  with the
     laws of _____________  and the parties hereto submit to the jurisdiction of
     the Courts in _____________.  The parties agree that any litigation between
     the parties which arises  pursuant to or in connection  with the Agreement,
     or  any  of  its   provisions,   shall  be   referred   to  the  Courts  in
     _______________  and  shall  not be  referred  to the  Courts  of any other
     jurisdiction.


                                                                             -7-
<PAGE>
14.8 Time shall be of the essence of this Agreement and of every part hereof.

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

14.10If either  party  fails to meet its  obligation  hereunder  within the time
     prescribed and such failure is caused or materially contributed to by force
     majeure (and for the purposes of this  Agreement,  force majeure shall mean
     any  act  of  God,  strike,  lockout,  or  other  industrial  disturbances,
     sabotage,  war,  blockages,  insurrections,  riots,  epidemics,  lightning,
     earthquakes,   floods,  storms,  fires,  washouts,  nuclear  and  radiation
     activity or  fallout,  arrests and  distraints  of rules and people,  civil
     disturbances,  explosion,  breakage or accident  to  machinery  or stoppage
     thereof for necessary  maintenance  or repairs,  inability to obtain labor,
     materials or equipment, any legislative,  administrative or judicial action
     which has been  resisted in good faith by all  reasonable  means,  any act,
     omission,  or event whether of the kind herein  enumerated or otherwise not
     within  the  control  of such  party,  and  which  by the  exercise  of due
     diligence  such party  could not have  prevented,  but lack of funds on the
     part of such  party or parties  shall be deemed not to be a force  majeure)
     such failure shall be deemed not to be a breach of the  obligations of that
     party if the  respective  party  uses its best  efforts  to put itself in a
     position to carry out its obligations hereunder.

14.11This  Agreement is assignable by the Buyer upon  reasonable  written notice
     to the  Seller.  This  Agreement  is not  assignable  by the  Seller.  Upon
     completion of an  assignment  by the Buyer,  the Buyer will have no further
     obligations to the Seller under this Agreement.

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



                                              By:_______________________________

                                              Title:____________________________



                                              By:_______________________________

                                              Title:____________________________


                                                                             -8-
<PAGE>
                                  APPENDIX "A"

PRODUCT  SPECIFICATIONS

Animal  Feed
------------

The  Product,  Thermophilic Dehydrated Food Waste, shall consist of a mixture of
food waste products that have been separated from non-edible packaging material,
and is further processed by heat treatment and dehydration.  The material may be
obtained from food processing and food servicing establishments other than those
at  international  ports  of  entry.  It may contain grains, millfeed or oilseed
meal  as  a carrier.  The waste product shall be picked up daily or sufficiently
often  that  no  decomposition  is  evident.  If  an antioxidant(s) is used, the
common  name or names shall be indicated on the label.  It shall be labelled for
guarantees  for  minimum  crude  protein, minimum crude fat, minimum and maximum
calcium  and  minimum  and maximum phosphorus, maximum salt, maximum crude fibre
and  maximum  moisture  and  minimum  antioxidant,  if  added.

In  addition  to  meeting  the  above  definition, registration entails that the
following  conditions  are  met:

1.   The  following  lists of  ingredients  only are  approved  within the above
     definition.  Any  additions  to this list must be approved by the office of
     Food  Inspection  Directorate,  Plant  Products  Division  prior  to  their
     addition into the Product, Thermophilic Dehydrated Food Waste.

          Restaurant and Kitchen By-Products

               -    Pre-Consumer

               -    Post-Consumer

          Processed Food and Beverage Products

               -    To include bakery wastes and manufactured goods

               -    Outdated products

               -    Off-spec products

               -    Improperly packaged products

               -    Unused portions


                                                                             -9-
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          Edible Grains, Legumes, Pulses

               -    Flours from these sources

               -    Hulls and fines

               -    Dough

               -    Pasta products fresh and dry

               -    Distillers and brewers grain fermentation by-products

               -    Cereal by-products

               -    Edible vegetable oils and fats

          Fruit and Vegetable Material

               -    To include juices and pomace

               -    Outdated retail or wholesale stocks

          Mean and Meat Products*

               -    To  include  meat  trim,  meat  processing  wastes,  poultry
                    by-products, sausages and other processed meats

          *Meat processing  products may not include the product obtained by the
          flocculation of the processing waste and water stream.

          Dairy Products

               -    Outdated ice cream

               -    Outdated cheese products

               -    outdated milk, cream and yogurt

               -    Cheese whey

               -    Improperly packaged products

          Pet Food

               -    Outdated or off-spec

2.   Antioxidants  such as  ethoxyquin  may be added in an amount  not to exceed
     0.015% of the total diet of the animal. This can be calculated based on the
     inclusion  rate of your  product.  A label  statement  must  indicate if an
     antioxidant is added in the future.

3.   If modifications to the described process are made, and the Food Inspection
     Directorate, Plant Products Division shall be notified immediately.


                                                                            -10-
<PAGE>
4.   If  changes  to the  reported  quality  control  procedures  used to assure
     uniformity of the mix and the lack of  contamination  of subsequent lots of
     feed are made, and the Food Inspection Directorate,  Plant Product Division
     shall be notified immediately.

5.   The feed is approved only for use in swine and broiler rations at a rate of
     up to ten (10%)  percent of the ration.  (This feed is not approved for use
     in ruminant rations in Canada.)

Specific  Product specifications for Thermophilic Dehydrated Food Waste shall be
as  follows:

                         Moisture,  maximum       12.0%
                         Crude Protein, minimum   18.0%
                         Crude  Fiber,  maximum   30.0%
                         Fat,  minimum            12.0%
                         Calcium,  minimum         1.0%
                         Calcium,  maximum         1.5%
                         Phosphorous,  minimum     0.2%
                         Phosphorous,  maximum     0.6%
                         Salt,  maximum            0.6%

                         Expiry  Date              60 days from manufacture date
The parties hereby agree to the foregoing appendix.



                                              By:_______________________________

                                              Title:____________________________


                                              By:_______________________________

                                              Title:____________________________


                                                                            -11-
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