Exhibit 10.8

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

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

BETWEEN:

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

               (hereinafter referred to as "EAS")

AND:

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

               (hereinafter referred to as "NEWCO")

WHEREAS:

A.          NEWCO  intends to construct and operate a waste processing  facility
(a  "Plant")  at or about 2380 Brampton Street, Hamilton, Ontario.  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:


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

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  Blank

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 agreed upon terms.

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
     organizations' rules or statutes in other jurisdictions, as appropriate:

     5.3.1 The Association of American Feed Control Officials Incorporated;

     5.3.2 The Canadian Feed Act and its Regulations;


                                      -2-
<PAGE>
     5.3.3 The Canadian Fertilizer Act and its Regulations;

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

     5.3.5The  Waste   Management  Act,  Waste   Management   Amendment  Act  or
          Environmental  Protection Act of British  Columbia 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  Richmon,  British
     Columbia.  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.

     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;


                                      -3-
<PAGE>
     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.


                                      -4-
<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   Toronto,   Ontario
     (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 Toronto, Ontario.

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.


                                      -5-
<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.

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

HAMILTON  BIO  CONVERSION  INC.

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


                                      -6-
<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.


                                      -7-
<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


                                      -8-
<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,
     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


                                      -9-
<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


                                      -10-
<PAGE>
     -    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

-    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  feed  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.


                                      -11-
<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     =    Y   X  $     =     $80,000
                            ------     -----
by  EARTH  ALLIANCE  SYSTEMS  INC.


                                      -12-
<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  =  __________


                                      -13-
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