EXHIBIT 4.1

                      [NATIONAL BANK OF CANADA LETTERHEAD]

September 21, 2000

Pure Technologies Ltd.
1050, 340 - 12 Avenue SW
Calgary, Alberta T2R 1L5

Attn:  Jennifer Stubbs, Chief Financial Officer


Dear Madam:

RE:  OFFER OF FINANCING
--------------------------------------------------------------------------------

The National Bank of Canada is pleased to advise that we agree to make available
the following credit facilities,  subject to the terms and conditions  described
herein.

This Offer of Financing supersedes any and all previous letters.


BORROWER:                PURE TECHNOLOGIES LTD.
                         (hereinafter called the "Borrower").

BANK:                    NATIONAL BANK OF CANADA
                         (hereinafter called the "Bank").

GUARANTOR:               PURE TECHNOLOGIES U.S. INC.
                         (hereinafter called the "Guarantor").


FACILITY A:              DEMAND OPERATING CREDIT

Amount:                  $750,000.00 Canadian or US Equivalent.

Tenor:                   On demand.

Purpose:                 Revolving for operating purposes.

Borrowing Options:       Demand Loan in $25,000.00 multiples as evidenced by
                         Acknowledgement of Debt Revolving Demand Credit.

                      [NATIONAL BANK OF CANADA LETTERHEAD]

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PURE TECHNOLOGIES LTD.                                                    PAGE 2
RE: OFFER OF FINANCING                                        SEPTEMBER 21, 2000
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Interest Rate:             The  Bank's  Prime Rate as  established  from time to
                           time plus one  percent  per annum (P + 1.00% p.a.) or
                           US Base  Rate  plus one  percent  per  annum (US Base
                           +1.00% p.a.).  Interest shall be calculated daily and
                           paid  monthly  in  arrears  on the  26th day (or such
                           other day  designated by the Bank) of each month,  or
                           if  such a day is not a  business  day,  on the  next
                           business  day  by  way  of  automatic  debit  to  the
                           Borrower's account.

                           National Bank Prime Rate -- For purposes hereof,  the
                           "National  Bank Prime  Rate" is the  floating  annual
                           rate of interest established from time to time by the
                           Bank as the base rate.  It is used to  determine  the
                           rates of interest on  Canadian  Dollar  loans made in
                           Canada and  designated  by it as its Prime Rate.  The
                           rates of interest  payable  herein will be and become
                           adjusted if and so often as the  National  Bank Prime
                           Rate shall change.  Interest at the stated rates will
                           be payable both before and after  demand  default and
                           judgement and interest on overdue  interest  shall be
                           calculated  daily at the  same  rate,  compounded  in
                           arrears monthly and payable on demand.

                           U.S. Base Rate Advances -- The Bank's U.S. Base Rate,
                           is calculated  from time to time by the Bank,  and is
                           the rate it will use to  determine  interest  on U.S.
                           Dollar  loans to  customers  resident  in Canada  and
                           designated as the Bank's U.S. Base Rate.  Interest is
                           based on a 365 day year,  and is  payable  monthly in
                           arrears on the 26th day of each month.

                           The National  Bank of Canada's  U.S.  Base Rate as of
                           today's date is 9.00%.

                           The  National  Bank  of  Canada's  Prime  Rate  as of
                           today's date is 7.50%.

Repayment:                 Unless  demanded,   interest  only  paid  monthly  in
                           arrears.

Margin:                    The  availability of Facility "A" shall be limited at
                           all times by the lesser of:

                           1.       $750,000.00

                                         OR

                           2.       75%  of  good  quality   Canadian   accounts
                                    receivable   under  90  days   less   inter-
                                    company/employee advances holdbacks,  contra
                                    accounts,    doubtful   accounts,   disputed
                                    accounts, and right of offset.

                                         PLUS


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PURE TECHNOLOGIES LTD.                                                    PAGE 3
RE: OFFER OF FINANCING                                        SEPTEMBER 21, 2000
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                           3.       90%   of   good    quality    Canadian   and
                                    International  accounts  receivable under 90
                                    days that are  insured  through  the  Export
                                    Development  Corporation  as required by the
                                    Bank less  inter-company/employee  advances,
                                    holdbacks,    contra   accounts,    doubtful
                                    accounts  disputed  accounts  and  rights of
                                    offset

                                         PLUS

                                    60% of good quality U.S. accounts receivable
                                    of the Borrower and its U.S. subsidiary Pure
                                    Technologies  U.S.  Inc.  under 90 days less
                                    intercompany/employee  advances,  holdbacks,
                                    contra accounts, doubtful accounts, disputed
                                    accounts, and right of offset.

                                         LESS

                                    Prior claims  being  receiver  general,  EI,
                                    CPP,  WCB,  employees  wages,  vacation pay,
                                    rent and GST payable.

SUBLIMIT OF
FACILITY A:                LETTERS OF CREDIT/LETTERS OF GUARANTEE

                           To a maximum of $750,000.00.

                           1.       Letters of Credit  1.50% per annum  based on
                                    the face amount for one year (minimum  $100)
                                    and  pro-rated for any lesser period of time
                                    with any  portion  of 31 days  considered  a
                                    complete month.

                           2.       Letters of  Guarantee  1.50% per annum based
                                    on the face  amount  for one  year  (minimum
                                    $100) and pro-rated for any lesser period of
                                    time with any portion of 31 days  considered
                                    a complete month.

                           Letters  of  Credit/Guarantee  cannot be issued for a
                           longer period than a one-year term.

FACILITY B:                MASTERCARD BUSINESS EXPENSE CARDS

Amount:                    $200,000.00 Canadian or Canadian Equivalent.
                           (Increased from $150,000.00).

Tenor:                     On demand.

Purpose:                   To  facilitate  travel,  entertainment  and  supplier
                           expenses for company officers and/or employees.


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PURE TECHNOLOGIES LTD.                                                    PAGE 4
RE: OFFER OF FINANCING                                        SEPTEMBER 21, 2000
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Interest Rate:             As per MasterCard's  schedule of rates as established
                           from time to time.

Repayment:                 Payable in full, monthly.

MAXIMUM RATE
OF RETURN:                 If the  interest  charged  or  chargeable  under this
                           Offer Letter, on the credit advanced pursuant to this
                           Offer  Letter or  pursuant  to any  security  granted
                           under this  Offer  Letter,  except for this  section,
                           constitute  an  illegal  rate of  interest,  then the
                           interest  charged  or  chargeable  on the  credit  so
                           advanced  or secured  shall be reduced  such that the
                           total interest charged or chargeable under this Offer
                           Letter on the credit advanced  pursuant to this Offer
                           Letter or pursuant to any security granted under this
                           Offer Letter shall be that rate of interest.

                           that is one  percent  per annum less than the minimum
                           rate  which  would be an  illegal  rate of  interest,
                           calculated  in  accordance  with  generally  accepted
                           actuarial  practices and  principles.  Such reduction
                           shall be effected by  reducing,  or  refunding to the
                           Borrower,  such of those  charges and  expenses (or a
                           combination thereof) constituting "interest" (as such
                           term  is  defined  or   determined   by  the  statute
                           establishing  or defining  illegal rates of interest)
                           payable hereunder as may be designated by the Lender.

FEES:                      1.       A renewal fee of  $1,875.00  has been earned
                                    in  conjunction  with the  provision  of the
                                    Offer  of  Financing  and  is  payable  upon
                                    acceptance thereof.

                           2.       Annual  Renewal Fee and/or  Amending  Credit
                                    Terms fee shall not exceed  one-half  of one
                                    percent per annum.

                           3.       A standby fee  one-eighth of one percent per
                                    annum  (1/8 of 1.00%  p.a.)  of the  undrawn
                                    amount  of  Facility  A shall  be  collected
                                    monthly.

                           4.       A LOAN  administration  fee of $150.00 shall
                                    be collected monthly.

                           5.       Late Fees:

                                    1)       Monthly reporting $50.00 per week;

                                    2)       Annual Reporting $100.00 per month.

                           6.       Operating  excesses  are not condoned by the
                                    Bank;  however,  it should be noted that the
                                    Bank may,  but is not  obligated  to,  cover
                                    said shortfalls. If an excess arises and the
                                    Bank decides to accommodate  said shortfall,
                                    there  will be a 1.00% fee  levied  (minimum
                                    $100.00) for each occurrence.


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PURE TECHNOLOGIES LTD.                                                    PAGE 5
RE: OFFER OF FINANCING                                        SEPTEMBER 21, 2000
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CURRENT ACCOUNT/
ADMINISTRATIVE
CONDITIONS:                1.       Regular Bank service  charges shall apply in
                                    the day-to-day  operations of the Borrower's
                                    account.

                           2.       Interest  will  be  paid  monthly  on  daily
                                    average balance subject to the following:

                                    CANADIAN ACCOUNT #0097824.
                                    o       Prime rate minus 2.00% for balances
                                            under $1,000,000.00.
                                    o       Prime rate minus 1.75% for balances
                                            over $1,000,000.00 to $2,500,000.00.
                                    o       Prime minus 1.50% for balances over
                                            $2,500,000.00.

                                    U.S. ACCOUNT #0033567.
                                    o       U.S. base rate minus 3.00%.

SECURITY:                  Unless otherwise outlined, all National Bank Security
                           shall be registered in first position.

                           All  security  currently  held or to be  taken by the
                           Bank (the "Security") shall be held in support of all
                           indebtedness  of the Borrower to the Bank. The Credit
                           Facilities,   the  interest  thereon  and  all  other
                           amounts  payable in respect of the Credit  Facilities
                           will be secured, inter alla, by the following:

                           1.       General  Assignment of Book Debts registered
                                    in all  Provinces  that  the  Borrower  does
                                    business. (held).

                           2.       A  General  Security  Agreement  in  a  form
                                    satisfactory   to  the  Bank's   solicitors,
                                    charging  all  present  and   after-acquired
                                    property of the Borrower (held).

                           3.       A  General  Security  Agreement  in  a  form
                                    satisfactory   to  the  Bank's   solicitors,
                                    charging  all  present  and   after-acquired
                                    property  of  Pure  Technologies  U.S.  Inc.
                                    (held).

                           4.       An    unlimited    Guarantee    from    Pure
                                    Technologies  U.S.  Inc.  held in support of
                                    all facilities (held).

                           5.       Assignment of Export Development Corporation
                                    Insurance for Canadian and foreign  accounts
                                    receivable as required by the Bank (held).

                           6.       Acknowledgement  of Debt,  Revolving  Demand
                                    Credit  executed  by the  Borrower in a form
                                    satisfactory  to the Bank as evidence of the
                                    indebtedness  of the  Borrower  to the  Bank
                                    (held).

                           7.       Assignment    of    Insurance    from   Pure
                                    Technologies Ltd. (held)


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PURE TECHNOLOGIES LTD.                                                    PAGE 6
RE: OFFER OF FINANCING                                        SEPTEMBER 21, 2000
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                           If  we  or  our  solicitors  determine,   during  the
                           finalization  of  our  security  package  or  in  the
                           ordinary   course  of   business,   that  altered  or
                           additional  security is required,  the Borrower  will
                           provide it upon the Bank's request.

                           Where a  contradiction  exists  between the  security
                           granted  hereunder and this Offer of Financing,  this
                           Offer of Financing will be the operative document.

COSTS:                     All fees and  out-of-pocket  expenses  of the Bank in
                           respect of the  operation,  renewal and monitoring of
                           this  Agreement,  including  all legal  fees  (unless
                           disputed),  inspection, appraisal of security and the
                           Bank's costs of complying with any notice  provisions
                           of the Personal  Property  Security Act, if required,
                           will  be  automatically  debited  to  the  Borrower's
                           account.

INCREASED COSTS:           Notwithstanding  anything contained in this letter to
                           the contrary, in the event that:

                           (i)      changes to any existing law or regulation or
                                    the   introduction   of  any   new   law  or
                                    regulation,   or  taxes  other  than  income
                                    taxes,  including,   without  limitation,  a
                                    sales  tax on loan  transactions,  or in the
                                    interpretation or administration thereof; or

                           (ii)     compliance by the Bank with any request from
                                    or  requirement of any central bank or other
                                    fiscal   or   monetary    authority   having
                                    jurisdiction  over Canadian banks  generally
                                    (whether or not such request or  requirement
                                    has the force of law);

                                    cause the Bank to:

                           1.       incur any cost as a result of having entered
                                    into  and/or   performed   its   obligations
                                    hereunder  and/or as a result of obligations
                                    or options remaining  outstanding  hereunder
                                    including,  without limitation,  any reserve
                                    or  special   deposit   requirement  or  any
                                    payment on or calculated by reference to the
                                    amount of the facility hereunder; and

                           2.       suffer a reduction  in the rate of return on
                                    that part of its overall capital (not due to
                                    the rates of tax  payable  on their  overall
                                    profits  or net  income)  as a  result  of a
                                    requirement to attribute or allocate capital
                                    to  the  facility   provided   hereunder  in
                                    respect of that part of such facility  which
                                    is for the time being undrawn as a result of
                                    a change in the  manner in which the Bank is
                                    required  to  allocate   resources   to  its
                                    obligations hereunder.

                           Then the Bank  reserves  the  right to  increase  the
                           charges  for the  facility  and/or  facility  options
                           provided hereunder by the amount of


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PURE TECHNOLOGIES LTD.                                                    PAGE 7
RE: OFFER OF FINANCING                                        SEPTEMBER 21, 2000
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                           such  additional  cost or liability as  determined by
                           the  Bank  and  the  Borrower  agrees  that  it  will
                           forthwith   on  demand   pay  to  the  Bank   amounts
                           sufficient  to reimburse  the Bank against such costs
                           or liabilities.

BANK OF CANADA
RESTRICTIONS:              The  availability  of this  facility  is at all times
                           subject to the necessity of compliance by the Bank in
                           such  manner  as we  think  fit,  with  any  and  all
                           restrictions,  rules and  regulations  of the Bank of
                           Canada or any other applicable  regulatory  authority
                           from time to time in force.

COVENANTS:                 During the term of this agreement, the Borrower shall
                           maintain and observe the following:

                           1.       The Borrower shall not exceed a consolidated
                                    Debt/Equity  ratio,  of  1.00:1.  This  test
                                    shall  be  quarterly  and at the  Borrower's
                                    fiscal  year-end.  Debt  is  defined  as all
                                    current  and  long-term   liability  of  the
                                    Borrower  excluding  postponed   shareholder
                                    loans and deferred taxes.  Equity is defined
                                    as  capital  stock,  retained  earnings  and
                                    postponed     shareholder     loans     less
                                    investments/advances   to   affiliates   and
                                    subsidiaries less Intangible or other Assets
                                    as  defined  by the  Bank.  The  Debt/Equity
                                    ratio is calculated by dividing  Equity into
                                    Debt.

                           2.       The   Borrower   will   maintain  a  minimum
                                    consolidated working capital ratio of 1.50:1
                                    at all times.  This test shall be  quarterly
                                    and  at  the  Borrower's   fiscal  year-end.
                                    Current   assets   include  cash,   accounts
                                    receivable, inventory, and prepaids. Current
                                    liabilities  include bank  operating  loans,
                                    overdrafts,    accounts   payable,   accrued
                                    liabilities,    and   current   portion   of
                                    long-term debt. The working capital ratio is
                                    calculated by dividing  current  liabilities
                                    into current assets.

                           3.       The   Borrower   will   maintain  a  minimum
                                    consolidated  equity  position  of at  least
                                    $2,000,000.00.  This test shall be quarterly
                                    and  at  the  Borrower's  fiscal  year  end.
                                    Equity is defined in covenant #1 above.

                           4.       The Bank's prior consent is required  before
                                    declaring bonuses in excess of $30,000.00 or
                                    dividends to shareholders and/or officers of
                                    the Company.

                           5.       Investment in affiliates and/or subsidiaries
                                    is  limited  to  $1,500,000.00   and  higher
                                    amounts  will not be  permitted  without the
                                    Bank's prior consent.

REPORTING
REQUIREMENTS:              During the term of this agreement, the Borrower shall
                           provide the following:


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PURE TECHNOLOGIES LTD.                                                    PAGE 8
RE: OFFER OF FINANCING                                        SEPTEMBER 21, 2000
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                           1.       Aged  list  of  receivables  to be  provided
                                    within  30 days of the  preceding  month and
                                    executed by a shareholder  or officer of the
                                    Company.

                           2.       Aged list of payables to be provided  within
                                    30 days of the preceding month breaking down
                                    trade  payables and accruals and executed by
                                    a shareholder or officer of the Company.

                           3.       Provision  of  a  monthly   Borrowing   Base
                                    Certificate which outlines loan availability
                                    as defined by the margin formula, along with
                                    Bank covenant  requirements;  to be provided
                                    monthly  within  30  days  of the  preceding
                                    month  and  executed  by  a  shareholder  or
                                    officer of the Company (Bank form).

                           4.       In-house income  statement and balance sheet
                                    to  be  provided   within  45  days  of  the
                                    preceding   quarter   and   executed   by  a
                                    shareholder or officer of the Company.

                           5.       Audited year-end financial statements of the
                                    Borrower to be  provided  within 120 days of
                                    the  Borrower's  year-end  and executed by a
                                    shareholder or officer of the Company

                           6.       Annual financial projections within 90  days
                                    of fiscal year-end to include:

                                    a)       Income Statement.
                                    b)       Cash Flow Statement.
                                    c)       Balance Sheet.

TERMS AND
CONDITIONS:                1.       The Bank  reserves  the right to revise  the
                                    conditions  described  herein  upon  30 days
                                    written  notice,  if and when  any  changes,
                                    levies,  assessments  or  other  impositions
                                    whatsoever  are  imposed  by a  governmental
                                    authority   with  respect  to  the  services
                                    offered herein.

                           2.       The Bank's  advances are granted on a demand
                                    basis and are subject to review from time to
                                    time  and  at  least  annually.  The  annual
                                    review is scheduled for June 30, 2001.

                           3.       Any   material   change   in  the  legal  or
                                    beneficial  ownership  of the  shares of the
                                    Borrower  shall not occur  without the prior
                                    written  consent of the Bank,  such  consent
                                    not to be unreasonably withheld.

                           4.       The   Borrower   authorizes   the   Bank  to
                                    automatically  debit its current account for
                                    Bank loan  principal and interest  payments,
                                    unless  these  amounts are in  dispute,  all
                                    fees as outlined herein and security related
                                    legal fees.


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PURE TECHNOLOGIES LTD.                                                    PAGE 9
RE: OFFER OF FINANCING                                        SEPTEMBER 21, 2000
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                           5.       The Borrower agrees to maintain all Domestic
                                    and International  Banking with the National
                                    Bank of Canada. The Borrower's main domestic
                                    Banking  will  be  conducted  at  401  - 8th
                                    Avenue S.W., Calgary, Alberta T2P 1E4.

                           6.       As long as any amount shall be  outstanding,
                                    the  Borrower   shall  not,   without  prior
                                    consent of the Bank:

                                    a)       in the ordinary course of business,
                                             guarantee  or  become  contingently
                                             liable  for  the   obligations   of
                                             another    individual    or    firm
                                             including             shareholders,
                                             subsidiaries, and affiliates of the
                                             present company;

                                    b)       incur  additional  indebtedness  or
                                             encumber  assets  of  the  Borrower
                                             such  that any  other  creditor  or
                                             claims  will rank  ahead of or pari
                                             passu  with  the  interest  of  the
                                             Bank;

                           7.       The  terms of the Offer of  Financing  shall
                                    not merge or be  superseded  by the Security
                                    referred to herein or any other document but
                                    shall  continue  in full  force and  effect.
                                    Where a  contradiction  exists  between  the
                                    security granted  hereunder and the Offer of
                                    Financing, the Offer of Financing, the Offer
                                    of Financing will be the operative document.

                           8.       The parties  hereto  shall from time to time
                                    execute  and  deliver  all  such  other  and
                                    further deeds,  documents,  instruments  and
                                    assurances  which,  in  the  opinion  of the
                                    Bank, may be necessary or advisable to carry
                                    into force and effect the purpose and intent
                                    of the  Offer  of  Financing  including  the
                                    provision and preservation of Security.

                           9.       The   Borrower   shall   comply   with   all
                                    applicable laws,  regulations and directives
                                    including,    without   limitation,    those
                                    relating  to  the  environment  whether  for
                                    protection,    preservation,   clean-up   or
                                    otherwise  and  will  obtain  all  necessary
                                    permits,  business and other  authorizations
                                    in connection therewith.

                           10.      The Borrower hereby agrees to provide to the
                                    Bank, written notice of a change in the name
                                    or address immediately.

                           11.      The Borrower  hereby waives the  requirement
                                    for the Bank to provide  copies of  Personal
                                    Property Security Act ("PPSA") registrations
                                    undertaken by the Bank.

                           12.      The   Borrower   will  remit  when  due  all
                                    statutory employee deductions.


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PURE TECHNOLOGIES LTD.                                                   PAGE 10
RE: OFFER OF FINANCING                                        SEPTEMBER 21, 2000
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                           13.      The Borrower  will promptly pay when due all
                                    business,  income and other taxes (including
                                    goods and services tax)  property  levied on
                                    its operations and property.

                           14.      In the event of a material change,  which is
                                    judged by the Bank to be  unfavourable,  the
                                    Bank may cancel its Offer of  Financing  and
                                    credit facilities.

                           15.      The  Borrower  acknowledges  and agrees that
                                    the Bank will perform  random  credit checks
                                    and   balance   verifications   on  accounts
                                    receivable on a periodic basis.

                           16.      The Borrower acknowledges and agrees that it
                                    is a right of the Bank to have its  Internal
                                    Consultant  perform  financial audits at the
                                    Borrower's  premises during regular business
                                    hours   upon   reasonable   notice   to  the
                                    Borrower.  The cost of $300.00 per day shall
                                    be paid by the Borrower.

                           17.      Whereas the  Borrower  requires  the Bank to
                                    receive  instructions by way of telex or fax
                                    machine,  the Borrower  hereby  agrees to be
                                    bound by the terms and conditions set by the
                                    Bank.

                           18.      All  legal  fees   incurred   for   security
                                    preparation,    review,   registration   and
                                    renewal,   including   the  Bank's  cost  of
                                    complying with any notice  provisions of the
                                    PPSA,  if required,  will be for the account
                                    of the Borrower.

                           19.      Borrower  must  provide  Bank with a copy of
                                    Written  Notice and copy of News  Release to
                                    CDNX  confirming  any form of  borrowings or
                                    receipt of funds from non-approved Financial
                                    Source as  defined by the  Canadian  Venture
                                    Exchange  (Policy  5.1) which  involves  any
                                    charge on security  interests  in its assets
                                    or which  otherwise  constitutes  a material
                                    charge.

EVENTS OF
DEFAULT:                   The Bank shall have the  discretion  to determine the
                           form,  terms and  conditions of the Security and such
                           Events of Default as it may require. In this respect,
                           the Bank  shall  have  the  right  to  terminate  its
                           obligations to make the Credit  Facilities  available
                           and declare the loans to be forthwith due and payable
                           (and,  thereupon,  proceed to protect,  exercise  and
                           enforce its rights and remedies  hereunder  and under
                           the  Security  and such other  rights and remedies as
                           are provided by law or by equity of statute) if:

                           1.       the  Borrower  fails  to pay  when  due  any
                                    principal,  interest or other  amount  owing
                                    hereunder  or  under  any  of  the  Security
                                    Documents or any indebtedness,  liability or
                                    obligation of the Borrower to the Bank;


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PURE TECHNOLOGIES LTD.                                                   PAGE 11
RE: OFFER OF FINANCING                                        SEPTEMBER 21, 2000
--------------------------------------------------------------------------------

                           2.       the Borrower or a Guarantor  defaults in the
                                    due and prompt performance or observation of
                                    any  of   its   covenants   or   obligations
                                    hereunder  or  under  any  of  the  Security
                                    Documents;

                           3.       any representations or warranty contained in
                                    any  of  the   Security   Documents  or  any
                                    certificate or opinion  delivered  hereunder
                                    or  thereunder,   is  found  to  be  untrue,
                                    inaccurate  or otherwise  misleading  in any
                                    particular;

                           4.       the  validity,   enforceability   or,  where
                                    applicable,   priority   of  this  Offer  of
                                    Financing or any of the  Security  Documents
                                    is prejudiced or endangered;

                           5.       an order is made or a  resolution  is passed
                                    for the  winding up or  amalgamation  of the
                                    Borrower or a Guarantor;

                           6.       the   Borrower   or  a   Guarantor   becomes
                                    insolvent,  commits an act of  bankruptcy or
                                    makes  an  assignment  for  the  benefit  of
                                    creditors or a proposal under the Bankruptcy
                                    Act or a similar act;

                           7.       a    custodian,     liquidator,    receiver,
                                    receiver-manager  or  trustee  or any  other
                                    person with similar  powers is appointed for
                                    any property of the Borrower or a Guarantor;

                           8.       any execution,  sequestration, extent or any
                                    process  of any  court  becomes  enforceable
                                    against the  Borrower  or a  Guarantor  or a
                                    distress  or  comparable  process  is levied
                                    upon  any  property  of  the   Borrowers  or
                                    Guarantor and is outstanding for 30 days;

                           9.       the Bank  determines  that  there has been a
                                    materially  adverse change in the condition,
                                    financial or otherwise, of the Borrower or a
                                    Guarantor or in the risk of the loans; and

                           10.      any other event which  constitutes  or which
                                    with the  giving  of notice or lapse of time
                                    or otherwise would  constitute,  an event of
                                    default under any of the Security  documents
                                    occurs.

APPLICABLE LAW:            The Laws of the  Province  of Alberta  shall apply in
                           the interpretation of this agreement.

CONFIDENTIALITY:           The contents of this letter are confidential  between
                           the  Lender and the  Borrower;  the  parties  may not
                           disclose such contents to any unrelated party without
                           prior written approval of the other party.

ADMINISTRATION:            Commercial Banking Centre
                           600, 407 Eighth Avenue, SW
                           Calgary, Alberta T2P 1E5
                           Darryl Elliott, Account Manager
                           Telephone: (403) 294-4973
                           Fax:       (403) 294-4993


<PAGE>

PURE TECHNOLOGIES LTD.                                                   PAGE 12
RE: OFFER OF FINANCING                                        SEPTEMBER 21, 2000
--------------------------------------------------------------------------------

BRANCH:                    National Bank of Canada
                           401 Eighth Avenue, SW
                           Calgary, Alberta T2P 1E4
                           Tel: (403) 294-4936
                           Fax: (403) 294-4965

The  Borrower  may not  transfer  or assign  any of his  rights  or  obligations
hereunder  nor any portion  whatsoever  of the  proceeds  of the loan.  Any such
transfer or assignment  shall be considered null and void by the Bank and shall,
at  the  Bank's  option,  render  the  balance  then  outstanding  on  the  loan
immediately  due and payable and shall  relieve the Bank from the  obligation of
making any further cash advances hereunder.

Should this Offer of Financing be acceptable, please execute and return one copy
along with an executed  copy of the  Acknowledgement  of Debt  Revolving  Demand
Credit to the  undersigned  prior to  September  29,  2000 after which time this
Offer of Financing shall, at the Bank's option expire.

We  appreciate  your  allowing the National  Bank of Canada the  opportunity  to
fulfil your financing requirements, and we look forward to a continuing mutually
rewarding relationship.

Yours truly,

NATIONAL BANK OF CANADA


/s/ Darryl Elliott                    /s/ Daniel T. Hopkins

Darryl Elliott                        Daniel T. Hopkins
Account Manager                       Senior Manager
Commercial Banking Centre             Commercial Banking Centre




ACKNOWLEDGED AND AGREED TO THIS _____ DAY OF _____________, 2000

BORROWER                              GUARANTOR

PURE TECHNOLOGIES LTD.                PURE TECHNOLOGIES U.S. INC.

Per:  /s/ Illegible                   Per: /s/ Illegible
    ---------------------------           ---------------------------
Per:                                  Per:
    ---------------------------           ---------------------------