Exhibit 10.5

HSBC [LOGO]
July 12, 2000

Pultronex Corporation
2305 - 8th Street
Nisku, Alberta
T9E 7Z3

Attention:  Kelly Delhon
            Gary Loblick


Dear Sirs:

0n the basis of the  financial  statements  and other  information  provided  by
Pultronex  Corporation  (the  "Borrower") and Pultronex  Corporation (US Entity)
(the  "Corporate  Guarantor')  in  connection  with your  request for  continued
financing,  HSBC Bank Canada  (tile  "Bank") has  authorized  the renewal of the
following loans (the "Loans"):

1.  Loans:

     1.1  $1,600,000  demand  revolving  operating loan (the  "Operating  Loan")
          (increase from $1,000,000). This includes an option for advances to be
          made  available  up to  USD$200,000,  and an option  for  issuance  of
          letters of guarantees up to an amount of $200,000;

     1.2  $233,300 demand capital loan (the "Capital Loan");

     1.3  $460,000  demand capital loan (the  "Equipment  Loan") based on 75% of
          purchase price of equipment, upgrades, etc., or alternatively,

          $460,000 leasing facility (the "Leasing  Facility") as outlined in the
          attached  Leasing Proposal dated June 1, 2000 put forward by HSBC Bank
          Canada Leasing Division (the "Leasing Department");

     1.4  $500,000  facility  to arrange  foreign  exchange  contracts  (the "FX
          Facility");

2. Purpose:

     2.1  the  Operating  Loan will be used to assist in financing the operating
          requirements  of the  Borrower,  which may  include  the  issuance  of
          documentary credits in payment for goods and services;

     2.2  the  Capital  Loan is the  residual  balance of a loan used to provide
          additional working capital and pay out loans to ZCL Composites Inc.;

     2.3  the  Equipment  Loan (or  Leasing  Facility)  will be used to  finance
          various equipment purchases, and to perform various computer upgrades;


HSCB Bank Canada
10561 Jasper Avenue, Edmonton, Alberta T5J 1Z4
Tel: (780) 423-3563       Fax:  (780) 420-0506

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     2.4  the L/G Facility,  incorporated in the Operating Loan, will be used to
          issue letters of guarantee;

     2.5  the F/X  Facility  will be used to arrange  forward  contracts  to fix
          prices on forward purchases/sales of foreign currencies;

3. Interest:

     3.1  interest  on the daily  balance of the  principal  advanced  under the
          Operating Loan and remaining unpaid from  time-to-time will be payable
          monthly in  arrears  on the last day of each month at a floating  rate
          equal to the Bank's Prime Rate plus 75 basis points per annum  (change
          from 100 bps), calculated monthly from the date of advance.

          In the case of U.S. Dollar  borrowings,  interest on the daily balance
          of the principal  advanced and remaining unpaid from time-to-time will
          be  payable  monthly  in  arrears  on the last day of each  month at a
          floating  rate equal to the Bank's U.S. Base Rate plus 75 basis points
          per annum (change from 100 bps);

     3.2  interest on the daily balance  outstanding under the Capital Loan, and
          Equipment Loan and remaining unpaid from  time-to-time will be payable
          on the last day of each month at a rate equal to the Bank's Prime Rate
          plus 100 basis  points  per  annum  (change  from 125 bps)  calculated
          monthly in arrears from the date of advance;

     3.3  should the Leasing  Facility be  selected,  the rental  pricing on the
          Leasing  Facility will be determined by Leasing  Department  following
          the conditions stipulated on the attached Leasing Proposal;

     The  Bank's  "Prime  Rate"  means  the  floating  annual  rate of  interest
     established and announced by the Bank from time-to-time as a reference rate
     for  purposes  of  determining  rates of  interest  it will charge on loans
     denominated  in Canadian  dollars and which,  by accepting this letter the
     Borrower acknowledges was 7.50% on July 10, 2000. A certificate of the Vice
     President of the Bank will be conclusive  evidence of the Bank's Prime Rate
     from time-to-time;

     The Bank's  "U.S.  Prime Rate" means the  floating  annual rate of interest
     established and announced by the Bank from time-to-time as a reference rate
     for  purposes  of  determining  rates of  interest  it will charge on loans
     denominated  in U.S.  dollars and which,  by  accepting  this  letter,  the
     Borrower  acknowledges  was 10.00% on July 10, 2000. A  certificate  of the
     Vice-President of the Bank will be conclusive  evidence of the Bank's Prime
     Rate from time-to-time;

     Notwithstanding anything to the contrary contained herein, the Bank may, in
     its  discretion,  make an  advance  under  the  Operating  Loan,  or make a
     reduction  from the advance  otherwise  requested  under Loans,  to pay any
     interest which has become due and payable as aforesaid.

4.  Letter of Guarantee Fees:

     165 basis points per annum (minimum $100)  calculated on the amount of each
     letter of guarantee issued,  payable at the time of issue or on any renewal
     thereof;


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5. Advances:

     5.1  the  Operating  Loan will  revolve on an  overdraft  basis and will be
          available  following  satisfaction  of the  Conditions of Loans as set
          forth below.  Advances under the Operating Loan,  together with 50% of
          D/C's opened but not accepted  plus 100% of D/C's under usance  terms,
          100%  of  L/G's   issued  and  31%  of  forward   exchange   contracts
          outstanding,  will  at  not  time  exceed  the  aggregate  of  50%  of
          Acceptable  Inventory  and  75% of  Acceptable  Receivables.  Employee
          deductions  and  wages  due  will  also  be  deleted  from  Acceptable
          Receivables  (the  "Margin  Requirements").  For the  purpose of this
          section  "Acceptable  Inventory"  means the value based on cost of all
          raw  materials to be utilized by the Borrower for resale of production
          of goods for  resale,  50% of which  value  will not be  greater  than
          $150,000 and "Acceptable  Receivables" means the aggregate of accounts
          receivable of the Borrower from  customers  approved by the Bank which
          have been  outstanding  for not more than 90 days from  which  will be
          excluded accounts  receivable from affiliated  corporations,  accounts
          receivable which are disputed by the Borrower's customers or from whom
          all or part of other accounts  receivable  remain  outstanding  for in
          excess of 90 days.

          5.1.1   an exception will be made to the Margin Requirements to allow
                  Acceptable Receivables to be assessed  at 90% of any  accounts
                  receivable of the  Borrower   insured  by  Export  Development
                  Corporation ("EDC") and in good standing.

          5.1.2  daily credit balance positions in the Borrower's USD account up
                 to an amount equivalent to CAD $250,000 may be used to net off
                 outstanding  balances on the  Operating Loan  but  only for the
                 purpose of determining the margin requirement on that day.

     5.2  the Capital Loan is fully advanced.

     5.3  the Equipment  Loan will be made  available as required in up to three
          tranches subject to ongoing compliance with the Conditions of Loans as
          set forth below, in blocks  representing  75% of the purchase price of
          equipment, and computer upgrades;

          Or,  alternatively,  should the Leasing  Facility be chosen,  advances
          will  be  made  according  to the  conditions  stipulated  by  Leasing
          Department;

     5.4  forward exchange  contracts may be arranged up to 180 days at any time
          within the  authorized limit of the FX  Facility,  provided 31% of the
          Canadian equivalent of such contracts  outstanding is assessed against
          the Margin Requirements above;

6.  Repayment:

     6.1  All  amounts  outstanding  under the Loans  will be repaid on  demand,
          however,  unless  and  until  otherwise  demanded,   interest  on  the
          Operating Loan will be payable as set forth above;

     6.2  the Capital  Loan will  continue to be repaid in  consecutive  monthly
          principal  payments  of $5,835  plus  interest on the last day of each
          month;


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     6.3  the Equipment  Loan will be repaid in  consecutive  monthly  principal
          payments  plus  interest on the last day of each month.  Each  advance
          made under the Equipment  Loan will be repaid  within an  amortization
          period not to exceed 60 months.

     6.4  Repayment of Leasing Facility to be determined by Leasing Department.

7.   Loan Administration Fee:

     A fee of %200 per month  (change  from $150) will be charges to  compensate
     the Bank of the lack of free balances  which would normally be available to
     the Bank if the Operating Loan were to revolve in normal note multiples.

8.  Electronic Fund Transfer Services (EFT):

     For a faster and easier way to process  regularly  scheduled  transactions,
     EFT  software  is  available  to move funds  quickly  and  safely.  You can
     initiate payroll deposits,  regular  disbursements and obtain collection of
     your receivables to efficiently manage your cash. The fee is $50 per month
     plus 0.05 per entry and there is no cost for  transmission  (via modem to a
     1-800 number).

9.  Payment Filing Service (PFS):

     PFS software package will allow you to electronically remit taxed (federal,
     provincial and municipal),  as well as employee  payroll  deductions  (CPP,
     EI), federal & provincial filings, and utility bills. The fee is a one time
     $25 set up charge,  plus approximately  $2.75 per bill paid and there is no
     cost for transmission (via modem to a 1-800 number).

10.  Hexagon:

     10.1 the  Bank's  global  electronic  banking  software  is  available  for
          installation  on IBM  compatible  computer with modem,  for use at the
          Borrower's   office.   This   provides   on-line   banking  for  daily
          transactional  needs and  detailed  account  information.  The  Bank's
          monthly  change  in Canada  for  installations  in the same  office is
          $50.00 and there is no set fee of line charge for usage;

     10.2 up to 5 accounts  may be  accessed  through  Hexagon  without  further
          charge,  including  accounts  held with other members of the HSBC Bank
          Group   worldwide.   Accounts   of   parent   company,   subsidiaries,
          shareholders and other senior management may also be included.

11.  Conditions of Loans:

     The following  covenants of the Borrower and the  Guarantors  will apply so
     long as the Borrower is indebted to the Bank:

     11.1 all accounts of the Borrower to be maintained with to the Bank;

     11.2 the Borrower will maintain the Margin Requirements as set forth above;

     11.3 the  Borrower  will  maintain EDC  insurance  on all foreign  accounts
          receivable;

     11.4 the Borrower will not, without the prior written consent of the Bank:


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      11.4.1   permit its total  debt to  tangible  net worth  ratio to exceed
               1.75:1 (change from 2.00:1). For the purpose of this calculation
               total debt  excludes  shareholder loans  formally  postponed and
               assigned to the Bank and  tangible net worth  includes  the same
               postponed  loans  and  excludes any  intangible  assets  such as
               Goodwill.   For  calculation of  this  ratio  based  on  monthly
               operating statements, 50% of current before tax earnings will be
               included in equity;

      11.4.2   permit  its net  working  capital  ratio to at any time be less
               than 1.75:1;

      11.4.3   make capital expenditures aggregating in any one year in excess
               of   $100,000  which   amount  will  not  be   cumulative   from
               year-to-year.  An  exception  is  made  under  this  section  to
               accommodate  the Borrower's capital  expenditure  program agreed
               with the Bank in detailed capital asset budgets  provided to and
               agreed with by the Bank at time of each annual review;

      11.4.4   inject further funds into new or existing affiliated or related
               operations or make any capital expenditures in this regard;

      11.4.5   declare or pay  dividends  on any class or kind of its  shares,
               repurchase or redeem any of its  shares,  which will result in a
               reduction of its  capital  in any way  whatsoever  or repay  any
               shareholders' advances;

      11.4.6   grant or allow any  lien,  charge,  lease or other  encumbrance,
               whether fixed or floating, to be registered  against or exist on
               any of the assets of the Borrower save as  specifically  provided
               herein;

      11.4.7   become  guarantor or endorser or otherwise  become  liable upon
               any note or other obligation  other than in the normal course of
               the Borrower's business;

12.  Financial Statements Reports:

     The Borrower will from time-to-time deliver to the Bank the following:

     12.1 monthly, within 25 days of each calendar month end:

        12.1.1   signed aged list of accounts  receivable  of the Borrower  with
                 those over 90 days  and  any  hold  back  monies  being  listed
                 separately;

        12.1.2   aged list of accounts payable of the Borrower;

        12.1.3  declaration  of inventory in the Bank's  format  detailing raw
                materials, work in progress and finished products, together with
                such supporting data as the Bank may require;

        12.1.4   signed  internally  prepared  interim  financial  and operating
                 statements;

        12.1.5   signed margin calculation using the Bank's format;

        12.1.6   signed  statement  of  financial  ratios/convenants  using  the
                 Bank's format;

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        12.1.7   copy of EDC report.

     12.2 annually,  within  120 days  (change  from 90 days) of the  Borrower's
          fiscal year end:

        12.2.1   signed audited financial statements for the Borrower;

        12.2.2   pro forma  financial  statements,  income and  security  margin
                 projections, and a cashflow budget for the following fiscal
                 year;

        12.2.3   Registrar  of  Companies  and Personal  Property  Security Act
                 searches to be conducted in July of each year;

13. Security:

          The Loans will be secured by the following  documents completed by the
          Borrower  and,  where  necessary,  registered,  in a form  and  manner
          satisfactory to the Bank's solicitors:

          On Hand

          13.1 account and borrowing resolutions'

          13.2 Hexagon documentation as required;

          13.3 demand promissory notes;

          13.4 overdraft agreement for $1,000,000 (TO BE RELEASED);

          13.5 unlimited general security agreement creating a first charge over
               all present and after acquired assets of the Borrower  registered
               in each jurisdiction in which the Borrower carries on business;

          13.6 assignment  of  inventory  under  Section  427  of the  Bank  Act
               including all ancillary legal forms of the Bank in this regard;

          13.7 general security agreement relating to goods;

          13.8 endorsement of all risk insurance on the aforesaid  equipment and
               inventory,  showing  the Bank as the first  loss  payee by way of
               standard  endorsement,   the  said  policy  to  include  business
               interruption  and public liability  insurance,  with the coverage
               over inventory to be not less than $1,000,000, and over equipment
               to be not less than  $1,000,000 and the  comprehensive  liability
               coverage to be not less than $1,000,000

          13.9 agreement re: foreign exchange contracts;

          13.10 assignment of EDC insurances;

          13.11 indemnities re: D/C's and L/G's issued (as required);


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         13.12 limited  guarantee  of  the  indebtedness  to  the  Bank  of  the
               Borrower,  by  each  of the  personal  guarantors  together  with
               interest and any recovery costs as follows:

                Kelly Delhon        $400,000 (TO BE RELEASED)
                Jarnail Sehra       $400,000 (TO BE RELEASED)
                K. Mehra            $290,000 (TO BE RELEASED)

         13.13 Life  insurance  benefits  to be  assigned  to  the  Bank  of the
               following individuals in amounts indicated:

                 $400,000 Kuldip Delhon

         13.14  postponements and assignments of creditors claim with promissory
                notes attached from the shareholders;

         13.15  postponements and subordination agreement from ZCL Composites in
                form satisfactory to the Bank's solicitors (TO BE RELEASED);

         13.16  assignment over cash, credit balances, or term deposits executed
                by the Borrower;
                  (To be obtained)

         13.17  overdraft agreement for $1,600,000;

         13.18  demand promissory notes as required (re: Equipment Loan);

         13.19  unlimited guarantee  of  the  indebtedness to the  Bank  of the
                Borrower by the Corporate Guarantor;

         13.20  postponements and assignments of shareholder  loans executed by
                the Corporate Guarantor;

         13.21  such  supporting certificates and  opinions  as the  Bank  will
                reasonably require.

14.  Premises Visits:

     The Bank  will  have the  right to  inspect  the  aforesaid  lands  and the
     Borrower's  business  premises  at any time,  and in any even not less than
     quarterly;

15.  Legal and Other Expenses:

     The Borrower  will pay all legal fees and  disbursements  in respect of the
     Loans, the preparation and issue of the security documents, the enforcement
     and  preservation  of  the  Bank's  rights  and  remedies,   all  insurance
     consultation,  Corporate  Registry,  Personal  Property  Registry  and  Tax
     Searches and similar fees and all other fees and disbursements of the Bank,
     whether or not the  documentation  is  completed  or any funds are advanced
     under the Loans.

16.  Bank's Solicitors:

     Legal work and  documentation  is to be  performed on behalf of the Bank by
     Messrs. Parlee, McLaws, Barristers and Solicitors,  1500, 10180-101 Street,
     Edmonton, Alberta, Attention: Frank Niziol, Telephone Number 423-8660.


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17.  Laspe and Cancellation/Annual Review:

     If, in the opinion of the Bank a material  adverse change in risk occurs at
     any time,  at the option of the Bank this offer of credit may be  cancelled
     or disbursement  withheld.  The availability of the Loans and the terms and
     conditions of any offer of credit will be subject to periodic review by the
     Bank, not less than annually.

18.  Credit Reporting:

     The  Borrower  and the  Guarantor  consent to the Bank  obtaining  from any
     credit reporting agency or from any person such information as the Bank may
     require  at any time,  and  consent  to the  disclosure  at any time of any
     information concerning the Borrower and the Guarantor to any credit grantor
     with who the Borrower and the Guarantor have financial  relations or to any
     credit reporting agency.

19.  Non-Merger and Non-Assignment:

     The terms and  conditions  of this  offer of credit will not be merged by,
     and  will  survive,  the  execution  of the  security  documents,  and the
     benefits conferred hereby may not be assigned by the Borrower.

20.  Guarantors:

     By executing this letter, the Guarantor convenants and agrees with the Bank
     to  perform  and to cause  the  Borrower  to  perform  all  convenants  and
     agreements herein in favour of the Bank.

This offer of credit my be  accepted  by the  Borrower  by  signing,  dating and
returning  to the Bank by July 26, 2000 the enclosed  "Acceptance  Copy" of this
letter executed by the Borrower and the Guarantor.


Your sincerely,



/s/ Edgar Aragon
----------------
Edgar Aragon
Account Manager


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