Filed by Automated Filing Services Inc. (604) 609-0244 - Quantex Capital Corporation - Exhibit 10.9






LOAN AGREEMENT

THIS AGREEMENT made as of the 30th day of
November, 2004 (the “Effective Date”)

BETWEEN:


  
    
      0709355 B.C. LTD., a company incorporated under
        the laws of British Columbia and having an office at c/o 107 - 20644 Eastleigh
        Crescent, Langley, British Columbia, V3A 4C4

      (the “Borrower”)

    

  



OF THE FIRST PART

AND:


  
    
      McCALLUM ROAD LIMITED PARTNERSHIP, by its general
        partner 705900 B.C. Ltd. a company incorporated under the laws
        of British Columbia and having an office at 302 - 2031 McCallum Road,
        Abbotsford, British Columbia, V2S 3N5

      (the “Lender”)

    

  



OF THE SECOND PART

WHEREAS:

A.       the Borrower has
requested the Lender to provide short term debt financing for use in the
acquisition of 85% of Samlex America Inc. and for working capital;

B.       the Lender intends to
raise funds sufficient to make the said loans to the Borrower through the
issuance of limited partnership units (each a “LP Unit”) and by way of loans
from 706442 B.C. Ltd. (“Limited Partnership Loans”);

C.       706442 B.C. Ltd. (the
“Debenture Issuer”) raised funds to make the Limited Partnership Loans by the
sale of debentures (each a “Debenture”);

D.       pursuant to an agency
agreement dated October 18, 2004 (the “Agency Agreement”) between Graydon
Elliott Capital Corporation (the “Agent”), the Lender, the Debenture Issuer and
705900 B.C. Ltd. (the “General Partner”), the Agent is to be paid a fee equal to
3% of the gross proceeds of the sale of the LP Units and Debentures;

E.       pursuant to a capital
agreement dated October 19, 2004 between the Lender, the Debenture Issuer and
Maxxcapp Corporation (the “Capital Agreement”) Maxxcapp Corporation is to be
paid an Administration fee of 2% of the value of Debentures sold;

F.       pursuant to a general
partner services agreement dated October 18, 2004 (the “GP Agreement”) between
the Lender, the Debenture Issuer and the General Partner , the General Partner
is to be paid a fee equal to 1.5% of the gross proceeds of the sale of LP Units
and Debentures

G.       The Lender has agreed to
make the said loans and advances on the conditions and security as hereinafter
described.




- 2 -

NOW THEREFORE THIS AGREEMENT WITNESSES that in
consideration of the covenants hereinafter contained and other good and valuable
considerations, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto covenant and agree as follows:

	1 	
      DEFINITIONS 

	 	
       
	
       

	1.1 	
      Where used herein or in any amendment or supplement
      hereof, unless the context otherwise requires, the following words and
      phrases shall have the meanings set forth in this Section 1.1: 

	 	
       
	
       

		
      (a) 
	
      “Agent” means Graydon Elliott Capital Corporation;
      

	 	
       
	
       

		
      (b) 
	
      “Agency Agreement” means the agency agreement
      dated October 18, 2004 entered into between the Agent, the Lender, the
      Debenture Issuer and the General Partner referred to in Recital D;
  

	 	
       
	
       

		
      (c) 
	
      “Capital Agreement” means the capital agreement
      dated October 19, 2004 between the Lender, the Debenture Issuer and
      Maxxcapp Corporation referred to in Recital E; 

	 	
       
	
       

		
      (d) 
	
      “Debentures” are the debentures referred to in
      Recital B and “Debenture” is one such Debenture; 

	 	
       
	
       

		
      (e) 
	
      “Debenture Issuer” means 706442 B.C. Ltd.;
  

	 	
       
	
       

		
      (f) 
	
      “Event of Default” means any of the events or
      circumstances mentioned in Section 7.1 hereof; 

	 	
       
	
       

		
      (g) 
	
      “Force Majeure” means any act of God, war, warlike
      operation, labour trouble (meaning strike, lock-out, slow down or other
      work stoppage), fire, flood, explosion, sabotage, riot, act of terrorism,
      embargo, inadequacy or shortage of or inability to obtain materials or
      equipment, power shortage, breakdown, shortage of labour, and without
      limiting the generality of the foregoing, any other disabling event beyond
      the reasonable control of the party concerned; 

	 	
       
	
       

		
      (h) 
	
      “General Partner” means 705900 B.C. Ltd., the
      general partner of the Lender; 

	 	
       
	
       

		
      (i) 
	
      “GP Agreement” means the general partner services
      agreement dated October 18, 2004 between the Lender, the Debenture Issuer
      and General Partner referred to in Recital F”; 

	 	
       
	
       

		
      (j) 
	
      “Indebtedness” means all loans and advances made
      or which may be made by the Lender to the Borrower and interest thereon
      and all costs, charges and expenses of or incurred by the Lender in
      connection with any Security and in connection with any property covered
      by or comprised in the Security, whether in protecting, preserving,
      realizing or collecting any Security or property aforesaid or attempting
      so to do or otherwise and all other obligations and liabilities, present
      or future, direct or indirect, absolute or contingent, mature or not, of
      the Borrower to the Lender arising under or by virtue of this Agreement,
      the Security or otherwise howsoever; 

	 	
       
	
       

		
      (k) 
	
      “Lender’s Counsel” means Thomas Rondeau of
      Vancouver, British Columbia; 

	 	
       
	
       

		
      (l) 
	
      “LP Units” means limited partnership units issued
      by the Lender; 

	 	
       
	
       

		
      (m) 
	
      “Loan” means the aggregate of the advances made or
      to be made under this Agreement; 

	 	
       
	
       

		
      (n) 
	
      “Notes” means the promissory notes of the Borrower
      delivered to the Lender evidencing the amounts outstanding on the Loan,
      which notes will be in the form attached hereto as Schedule “A”;
  







- 3 -

		
      (o) 
	
      “Security” means the security referred to in
      Section 4 or any renewal thereof or substitution therefor. 

	 	
       
	
       

	2 	
      REPRESENTATIONS AND WARRANTIES 

	 	
       
	
       

	2.1 	
      The Borrower hereby represents and warrants to the
      Lender, with the intent that the Lender rely thereon in entering into this
      Agreement and in concluding the transactions contemplated hereby, that:
      

	 	
       
	
       

		
      (a) 
	
      it is duly incorporated, validly exists, is in good
      standing with respect to the filing of annual returns under the
      Business Corporations Act (British Columbia), has the necessary
      corporate power, authority and capacity to own its property and assets and
      to carry on its business as presently conducted and is duly licensed to
      carry on business in all jurisdictions in which it presently carries on
      business; 

	 	
       
	
       

		
      (b) 
	
      it has duly obtained all corporate authorizations for the
      execution of this Agreement and for the performance of this Agreement by
      it, and the consummation of the transactions herein contemplated will not
      conflict with or result in any breach of any covenants or agreements
      contained in, or constitute a default under, or result in the creation of
      any encumbrance under the provisions of its Articles or constating
      documents or any shareholders’ or directors’ resolution, indenture,
      agreement or other instrument whatsoever to which it is a party or by
      which it is bound; 

	 	
       
	
       

		
      (c) 
	
      this Agreement has been duly executed and delivered by it
      and constitutes a valid, binding and enforceable agreement against it;
    

	 	
       
	
       

		
      (d) 
	
      no proceedings are pending for, and it is unaware of any
      basis for the institution of any proceedings leading to, its dissolution
      or winding up or the placing of it in bankruptcy or subject to any other
      laws governing the affairs of insolvent corporations; 

	 	
       
	
       

		
      (e) 
	
      there is not now pending against the Borrower nor to the
      knowledge of the Borrower is there threatened against it, any litigation
      or proceedings by or in any Court, tribunal or governmental agency, the
      outcome of which if adversely determined would materially adversely affect
      the business or continued operations of the Borrower. 

	 	
       
	
       

	3 	
      THE LOAN 

	 	
       
	
       

	3.1 	
      The Lender will lend to the Borrower and the Borrower
      will borrow from the Lender the initial principal amount of $1,250,000
      together with such additional advances that may be mutually agreed to by
      the parties (the total aggregate amount of all such advances is referred
      to hereinafter as the “Loan”), subject to the terms and conditions of this
      Agreement. 

	 	
       
	
       

	3.2 	
      The Loan or so much thereof as is outstanding from time
      to time will bear interest at the rate of 2.5% per month and each advance
      is payable in full together with accrued interest on the date that is nine
      months from the date that the funds are advanced or such other date within
      nine months from the date that the funds are advanced as may be agreed to
      by the parties. 

	 	
       
	
       

	3.3 	
      The Borrower will execute and deliver to the Lender the
      Notes dated the date of each advance equal to the amount advanced on such
      date and bearing interest at the rate described in Section 3.2 hereof.
      Overdue principal and interest will bear interest at the same rates as
      described herein. 







- 4 -

	
      3.4 
	
      Until an Event of Default has occurred, the Lender will
      not assign or negotiate the Notes or any of them unless the assignment or
      negotiation is made subject to the provisions of this Agreement.


	
       
	
       
	
       

	
      3.5 
	
      Subject to earlier acceleration as provided in Section 7
      hereof and earlier repayment as provided for in Section 3.6 hereof, the
      Loan, including all principal and outstanding interest, will be due in
      full the date that is nine months from the date that the funds are
      advanced or such other date within nine months from the date that the
      funds are advanced as may be agreed to by the parties. 

	
       
	
       
	
       

	
      3.6 
	
      The Borrower not being in default hereunder or under any
      of the Security, may at its option prepay all or any part of the principal
      of the Loan, together with accrued and unpaid interest thereon without
      notice, bonus or penalty. 

	
       
	
       
	
       

	
      4 
	
      SECURITY FOR THE LOAN 

	
       
	
       
	
       

	
      4.1 
	
      The Borrower will execute and deliver to the Lender a
      general security agreement in respect of the assets of the Borrower, to be
      registered in the province of British Columbia, which general security
      agreement will be in the form attached hereto as Schedule “B” with such
      modifications as may be required by the Lender’s Counsel. 

	
       
	
       
	
       

	
      4.2 
	
      Forthwith upon request by the Lender, the Borrower will
      execute and deliver to the Lender such security (the “Security”) drawn in
      favour of the Lender as the Lender may require whether by way of mortgage,
      assignment or otherwise. 

	
       
	
       
	
       

	
      5 
	
      AFFIRMATIVE COVENANTS OF THE BORROWER 

	
       
	
       
	
       

	
      5.1 
	
      At all times while any principal of or interest on the
      Loan or the Notes is outstanding, the Borrower will: 

	
       
	
       
	
       

		
      (a) 
	
      duly and punctually pay or cause to be paid to the Lender
      the principal of and interest on the Loan and all other amounts due under
      this Agreement, on the dates, at the places, in the monies and in the
      manner set forth herein and in the Notes; 

	
       
	
       
	
       

		
      (b) 
	
      register without delay the Security and any other
      documents and instruments necessary or desirable and as may reasonably be
      required by the Lender or the Lender’s Counsel to perfect the registration
      thereof at all offices in the Province of British Columbia, and deliver to
      the Lender on demand certificates evidencing such registration or
      recording and timely renewal thereof; 

	
       
	
       
	
       

		
      (c) 
	
      promptly pay and discharge all indebtedness and
      obligations which may give rise to any lien, charge or encumbrance
      whatsoever on any property or asset charged by the Security; 

	
       
	
       
	
       

		
      (d) 
	
      keep true records and books of account in which full,
      true and correct entries will be made in accordance with Canadian
      generally accepted accounting principles consistently applied throughout
      the period involved, and maintain adequate accounts and reserves for all
      taxes, including taxes on income and profits, all depreciation and
      amortization of its assets and all such other reserves for contingencies
      as would normally be required in accordance with Canadian generally
      accepted accounting principles; 

	
       
	
       
	
       

		(e) 	
      apply the whole of the proceeds of the Loan for the
      purposes as follows: 







- 5 -

			
      (i) 
	
      completion of the acquisition of 85% Samlex America Inc.;
      

	 	
       
	
       
	
       

	 	
       
	
      (ii) 
	
      working capital; and 

	 	
       
	
       
	
       

			
      (iii)
	
      such other purposes as may be approved in writing by the
      Lender, such approval not to be unreasonably withheld; 

	 	
       
	
       
	
       

		
      (f) 
	
      give to the Lender any information which it may
      reasonably require relating to the business of the Borrower; 

	 	
       
	
       
	
       

		
      (g) 
	
      permit any representative of the Lender to examine the
      Borrower’s books, records and other documents relating thereto and to
      enquire from time to time as to particulars of any of the foregoing, all
      at such times and so often as may reasonably be requested; and 

	 	
       
	
       
	
       

		
      (h) 
	
      forthwith upon request of the Lender execute and deliver
      to the Lender all such further and other mortgages, deeds, documents,
      matters, acts, things and insurances in law for the purpose of record or
      otherwise which the Lender may reasonably require to perfect the
      intentions and provisions of this Agreement. 

	 	
       
	
       
	
       

	6 	
      NEGATIVE COVENANTS OF THE BORROWER 

	 	
       
	
       
	
       

	6.1 	
      The Borrower covenants to and in favour of the Lender
      that the Borrower will not, without the prior written consent of the
      Lender, at any time while any amount of the principal of or interest on
      the Loan or the Notes is outstanding: 

	 	
       
	
       
	
       

		
      (a) 
	
      create, incur, assume, guarantee, agree to purchase or
      provide funds in respect of or otherwise become liable with respect to
      indebtedness of any type whatsoever owing to any person, firm or
      corporation except: 

	 	
       
	
       
	
       

			
      (i) 
	
      indebtedness with respect to this Loan Agreement, the
      Notes and any additional security taken by the Lender hereunder;


	 	
       
	
       
	
       

			
      (ii) 
	
      indebtedness for taxes, assessments and governmental
      charges and levies; 

	 	
       
	
       
	
       

			
      (iii) 
	
      indebtedness incurred in the normal course of the
      business; 

	 	
       
	
       
	
       

		
      (b) 
	
      create, incur, assume or permit to exist any mortgage,
      lien, hypothec, charge, pledge or other encumbrance on any property or
      asset of the Borrower. 

	 	
       
	
       
	
       

	7 	
      DEFAULT AND ACCELERATION 

	 	
       
	
       
	
       

	7.1 	
      Any of the following events will constitute default under
      this Agreement, namely: 

	 	
       
	
       
	
       

		
      (a) 
	
      if the Borrower fails to make payment of the Indebtedness
      or any part thereof as and when the same comes due and payable; 

	 	
       
	
       
	
       

		
      (b) 
	
      if any representation or warranty contained herein or
      otherwise made in writing to the Lender in connection with any of the
      transactions contemplated by this Agreement is found to be false or
      misleading or incorrect in any material respect on the date which it was
      made; 

	 	
       
	
       
	
       

		
      (c) 
	
      if the Borrower defaults in the performance of or
      compliance with any term, covenant or agreement contained in this
      Agreement or in any of the Security and the defaults are not remedied
      within 30 days after written notice thereof has been given to the
      Borrower; 







- 6 -

		
      (d) 
	
      if the Borrower makes a general assignment for the
      benefit of creditors or a proposal under the Companies’ Creditors
      Arrangement Act or Bankruptcy Act or is declared bankrupt or
      admits in writing its inability to pay its debts generally as they become
      due; 

	
       
	
       
	
       

		
      (e) 
	
      if any encumbrancer takes possession of the properties
      being the subject of the Security or being purchased with the Loan, unless
      the Borrower in good faith disputes the encumbrancer’s claim and
      non-payment does not jeopardize the title of the Borrower to any such
      property or any way impairs any of the Security; and 

	
       
	
       
	
       

		
      (f) 
	
      if final judgement for the payment of an amount of money
      in excess of $5,000 is rendered against the Borrower and is not discharged
      or provision is made for the discharge in accordance with the terms
      thereof, or execution thereon is not stayed within 45 days of the entry of
      the judgement or such longer period during which execution has been stayed
      upon appeal therefrom or otherwise. 

	
       
	
       
	
       

	
      7.2 
	
      Upon the happening of any Event of Default, the Lender at
      its option may terminate its commitment under Section 3 hereof and may
      also at its option declare the principal and interest of the Loan and
      Notes to be immediately due and payable and may take any actions, suit,
      remedy or proceeding authorized or permitted under any of the Security or
      at law or at equity. All of the aforesaid without presentment, demand,
      notice or protest, all of which are expressly waived. No remedy that the
      Lender has aforesaid will be exclusive of or be dependent on any other
      remedy, but any one or more of the said remedies may from time to time be
      exercised independently or in combination and in whichever order the
      Lender may see fit. 

	
       
	
       
	
       

	
      8 
	
      EXPENSES 

	
       
	
       
	
       

	
      8.1 
	
      In addition to payment of interest and repayment of
      principal provided for herein, the Borrower will pay: 

	
       
	
       
	
       

		
      (a) 
	
      to the Lender, all of the Lender’s and General Partner’s
      costs and expenses incurred in connection with the preparation of this
      Agreement and all agreements and instruments provided for hereunder or
      incidental hereto and all other costs and expenses in connection with the
      issue of the Notes or the granting, registration and filing of the
      Security including taxes and fees; 

	
       
	
       
	
       

		
      (b) 
	
      to the Lender, the fees and disbursements of the Lender’s
      Counsel incurred in connection with the Loan, the preparation of this
      Agreement, the Security and all agreements and instruments provided for
      hereunder incidental hereto having connection with the supervising and
      attending on the occasion of all advances and with any amendments,
      modifications, consents or approvals or waivers hereunder or related
      hereto; 

	
       
	
       
	
       

		
      (c) 
	
      to the Lender, all costs of enforcement of this Agreement
      and the Security including fees and disbursements of counsel as between
      solicitor and client; 

	
       
	
       
	
       

		
      (d) 
	
      to the Agent, its fee equal to 3% of the gross proceeds
      of the sale of LP Units and Debentures used to fund the Loan and expenses
      payable pursuant to the Agency Agreement; 

	
       
	
       
	
       

		
      (e) 
	
      to the Maxxcapp Corporation, its administration fee equal
      to 2.0% of the value of Debentures sold used to fund the Loan, payable
      pursuant to the Capital Agreement; and 

	
       
	
       
	
       

		
      (f) 
	
      to the General Partner, its fee equal to 1.5% of the
      gross proceeds of the sale of LP Units and Debentures used to fund the
      Loan payable pursuant to the GP Agreement. 







- 7 -

		
      The Borrower will pay all the fees pursuant to all the
      gross proceeds of the sale of LP Units and Debentures used to, including
      but not limited to, fund the Loan and expenses... 

	 	
       

	9 	
      PERFORMANCE BY THE LENDER 

	 	
       

	9.1 	
      If the Borrower fails to perform any of the covenants and
      conditions herein contained, the Lender may at its discretion perform any
      of the said covenants or conditions, and if any of the said covenants or
      conditions require the payment or expenditure of money, the Lender may
      make the payments or expenditures, and all costs, charges and expenses
      thereby incurred and all sums so paid or expended will bear interest at
      the rate provided for in Section 3.2 hereof and will be payable by the
      Borrower to the Lender on demand and will be secured by the Security and
      have the benefit of the charges thereby created. 

	 	
       

	10 	
      TIME AND WAIVER 

	 	
       

	10.1 	
      Time will be the essence of this Agreement. 

	 	
       

	10.2 	
      No waiver of or neglect to enforce any right or remedy of
      the Lender upon the happening of an Event of Default will be deemed a
      waiver of the said right or remedy upon the happening of any subsequent
      Event of Default. 

	 	
       

	11 	
      SECURITY AS COLLATERAL 

	 	
       

	11.1 	
      Nothing herein or in the Security contained and no act or
      omission of the Lender in respect thereof will in any way prejudice the
      rights, remedies or power of the Lender with respect to the Indebtedness;
      and the Security will not operate by way of merger of any of the
      Indebtedness; and the taking of a judgement or judgements or any other
      action or dealing whatsoever by the Lender in respect of any of the
      Security will not operate as a merger of any other of the Security or of
      the Indebtedness or any part thereof or in any way suspend payment or
      affect or prejudice the rights, remedies and powers, legal or equitable,
      which the Lender may have in connection with any other Security as
      aforesaid or the Indebtedness or the Lender’s right to interest at the
      rate mentioned in Section 3.3 hereof. 

	 	
       

	12 	
      DISCHARGE OF SECURITIES 

	 	
       

	12.1 	
      If the Borrower is not in default under this Agreement or
      the Security, then upon payment by the Borrower of all the Indebtedness,
      the Lender will at the request and at the expense of the Borrower cancel
      and discharge the charges of the Security and execute and deliver to the
      Borrower all such documents and instruments which may be requisite for
      that purpose. 

	 	
       

	13 	
      GENERAL 

	 	
       

	13.1 	
      All representations, warranties, covenants and agreements
      made herein and in any certificate or other document delivered by or on
      behalf of the Borrower pursuant hereto are material and shall conclusively
      be deemed to have been relied upon by the Lender, notwithstanding any
      prior or 







- 8 -

	        	
      subsequent investigation by the Lender, will survive
      advances on account of the Loan and the fulfilment of all other
      transactions and deliveries contemplated hereunder, and will continue in
      full force and effect so long as any amount of principal of or interest on
      the Loan remains outstanding and unpaid. 




	  	
       

	13.2     	
      This Agreement, the Notes, and the Security will be
      deemed to be contracts and instruments by and under the laws of Canada and
      the Province of British Columbia and will for all purposes be construed in
      accordance with and governed by the said laws. 



	  	
       

	13.3     	
      Any notice, demand or other communications required or
      permitted to be given to the Borrower by the Lender will be made or given
      by mailing the same, by prepaid, registered mail, addressed to the
      Borrower as follows: 



	  	
       

	  	
                     
         0709355 B.C. Ltd. 

	  	
                     
         c/o 107 - 20644 Eastleigh Crescent 

	  	
                     
         Langley, British Columbia, V3A 4C4 

	  	
       

	        	
      and will be conclusively deemed to have been received by
      the Borrower on the third business day following the day of mailing as
      aforesaid. Any notice required or permitted to be given by the Borrower to
      the Lender will be given by mailing the same, prepaid, registered mail,
      addressed to the Lender as follows: 




	  	
       

	  	
                     
         McCallum Road Limited Partnership 

	  	
                     
         c/o 705900 B.C. Ltd. 

	  	
                     
         302 - 2031 McCallum Road, 

	  	
                     
         Abbotsford, British Columbia, V2S 3N5 

	  	
       

	  	
      with a copy to the Lender’s Counsel addressed as follows:
      

	  	
       

	  	
                     
         Thomas Rondeau 

	  	
                     
         Suite 1525 - 625 Howe Street 

	  	
                     
         Vancouver, British Columbia, V6C 2T6 

	  	
       

	  	
                     
         Attention: Craig D. Thomas 

	  	
       

	      	
      and will be conclusively deemed to be received by the
      Lender on the third business day following the day of mailing as
      aforesaid. Any change of address for the purposes of this Section 13.3
      will be similarly given and similarly deemed to have been received.
  



	  	
       

	13.4       	
      This Agreement expresses the entire Agreement of the
      parties hereto with respect to the transactions contemplated hereby, and
      may not be amended nor may any term or covenant hereof be waived,
      discharged, or terminated except in writing by instrument executed by the
      party affected. 




	  	
       

	13.5   	
      This Agreement is not assignable by the Borrower without
      the prior written consent of the Lender, but may be assigned in whole or
      in part by the Lender without consent. 


	  	
       

	13.6     	
      This Agreement may be executed in two or more
      counterparts and may be delivered by telecopier, each of which will be
      deemed to be an original and all of which will constitute one agreement,
      effective as of the date first given above. 









- 9 -

IN WITNESS WHEREOF the parties hereto have hereunto set
their hand and seal or caused their corporate seal to be affixed in the presence
of persons first duly authorized in that behalf as the case may be, all as of
the day and year first above written.

0709355 B.C. LTD.

	BY: 	/s/ Calvin Patterson	 
	 	Authorized Signatory 	 



McCALLUM ROAD LIMITED PARTNERSHIP 
by its general
partner 705900 B.C. LTD.

	BY: 	/s/ 705900 BC LTD	 
	 	Authorized Signatory 	 






SCHEDULE “A”


	PROMISSORY NOTE




DEMAND PROMISSORY NOTE

FOR VALUE RECEIVED 0709355 B.C. Ltd. unconditionally
promises to pay to or to the order of McCallum Road Limited Partnership
on demand at Abbotsford, B.C. the sum of $u(u), plus interest of 2.5% per month
calculated on the balance owing payable monthly. The loan principal and any
interest remaining is to be repaid in full on u.

The principal of this Promissory Note
shall be paid in Canadian Dollars.

             0709355
B.C. Ltd. not being in default hereunder or under any of the Security,
may at its option prepay all or any part of the principal of the Loan, together
with accrued and unpaid interest without notice, onus or penalty.

             0709355
B.C. Ltd. waives presentment, protest and notice of any kind and enforcement
of this Promissory Note.

             Made
at Abbotsford B.C. this u day of u, u

0709355 B.C. LTD.

	 	Per:: 	
	 	 	Authorized Signatory
  






SCHEDULE “B”

GENERAL SECURITY AGREEMENT

THIS AGREEMENT made as of November 30, 2004 (the
“Effective Date”)

BETWEEN:


  
    
      0709355 B.C. LTD., a company incorporated under
        the laws of British Columbia and having an office at c/o 107 - 20644 Eastleigh
        Crescent, Langley, British Columbia, V3A 4C4

      (the “Debtor”)

    

  



OF THE FIRST PART

AND:


  
    
      McCALLUM ROAD LIMITED PARTNERSHIP, by its general
        partner 705900 B.C. Ltd. a company incorporated under the laws
        of British Columbia and having an office at 302 - 2031 McCallum Road,
        Abbotsford, British Columbia, V2S 3N5

      (the “Secured Party”)

    

  



OF THE SECOND PART

WHEREAS:

	A. 	
      The Debtor and Secured Party have entered into a Loan
      Agreement dated as of November 30, 2004 (the “Loan Agreement”); and
  

	 	
       

	B. 	
      as security for the Loans made pursuant to the Loan
      Agreement the Debtor has granted the Secured Party a security interest in
      its assets. 



NOW THEREFORE THIS AGREEMENT WITNESSES that in
consideration of the covenants hereinafter contained and other good and valuable
considerations, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto covenant and agree as follows:

	1 	
      SECURITY INTEREST 

	 	
       
	
       

	1.1 	
      For consideration and as security for the payment and
      performance of the Obligations referred to in Clause 3 hereof, the Debtor,
      subject to the exceptions set out in Clause 2, hereby mortgages, charges,
      assigns and transfers to the Secured Party, and grants to the Secured
      Party a security interest in, all the Debtor’s right, title and interest
      in and to all presently owned or held and after acquired or held personal
      property, assets and undertaking of the Debtor (other than real property),
      of whatever nature or kind and wheresoever situate and all proceeds
      thereof and therefrom (all of which is hereinafter collectively called the
      “Collateral”) including, without limiting the generality of the foregoing:
      

	 	
       
	
       

		
      (a) 
	
      Equipment 

	 	
       
	
       

			
      all equipment, including, without limiting the generality
      of the foregoing, machinery, tools, fixtures, furniture, furnishings,
      chattels, motor vehicles, vessels and other tangible








- 2 -

			
      personal property that is not Inventory, and all parts,
      components, attachments, accessories, accessions, replacements,
      substitutions, additions and improvements to any of the foregoing (all of
      which are hereinafter collectively called the “Equipment”); 

	 	
       
	
       

		
      (b) 
	
      Inventory 

	 	
       
	
       

			
      all inventory, including, without limiting the generality
      of the foregoing, goods acquired or held for sale or lease or furnished or
      to be furnished under contracts of rental or service, all raw materials,
      work in progress, finished goods, returned goods, repossessed goods, and
      all packaging materials, supplies and containers relating to or used or
      consumed in connection with any of the foregoing (all of which are
      hereinafter collectively called the “Inventory”); 

	 	
       
	
       

		
      (c) 
	
      Accounts 

	 	
       
	
       

			
      all debts, accounts, claims, monies and choses in action
      which now are, or which may at any time hereafter be, due or owing to or
      owned by the Debtor and all books, records, documents, papers and
      electronically recorded data recording, evidencing or relating to the said
      debts, accounts, claims, monies and choses in action or any part thereof
      (all of which are hereinafter collectively called the “Accounts”);
  

	 	
       
	
       

		
      (d) 
	
      Other Personal Property 

	 	
       
	
       

			
      all documents of title, chattel paper, instruments,
      securities and money, and all other goods of the Debtor that are not
      Equipment, Inventory or Accounts; and 

	 	
       
	
       

		
      (e) 
	
      Intangibles 

	 	
       
	
       

			
      all contractual rights, licenses, goodwill, patents,
      trademarks, trade names, copyrights and other intellectual property of the
      Debtor, all other choses in action of the Debtor of every kind which now
      are, or which may at any time hereafter be, due or owing to or owned by
      the Debtor, and all other intangible property of the Debtor which is not
      Accounts, chattel paper, instruments, documents of title, securities or
      money. 

	 	
       
	
       

	2 	
      EXCEPTIONS 

	 	
       
	
       

	2.1 	
      The last 10 days of the term created by any lease or
      agreement therefor are hereby excepted out of any charge or security
      interest created by this Security Agreement but the Debtor will stand
      possessed of the reversion thereby remaining upon trust to assign and
      dispose thereof to any third party as the Secured party shall direct.
    

	 	
       
	
       

	2.2 	
      There shall be excluded from the security interests
      hereby created any consumer goods of the Debtor. 

	 	
       
	
       

	3 	
      OBLIGATIONS SECURED 

	 	
       
	
       

	3.1 	
      This Security Agreement and the security interests hereby
      created are in addition to and not in substitution for any other security
      interest now or hereafter held by the Secured Party from the Debtor or
      from any other person whomsoever and will be general and continuing
      security for the payment of all indebtedness and liability of the Debtor
      to the Secured Party (including interest 







- 3 -

		
      thereon), present and future, absolute or contingent,
      joint or several, direct or indirect, matured or not, extended or renewed,
      wheresoever and howsoever incurred, and any ultimate balance thereof,
      including all future advances and re-advances, and for the performance of
      all obligations of the Debtor to the Secured Party, whether or not
      contained in this Security Agreement (all of which indebtedness,
      liability, and obligations are hereinafter collectively. 

	 	
       
	
       

	4 	
      PROHIBITIONS 

	 	
       
	
       

	4.1 	
      Without the prior written consent of the Secured Party
      the Debtor will not have power to: 

	 	
       
	
       

		
      (a) 
	
      create or permit to exist any security interest in,
      charge, encumbrance or lien over, or claim against any of its property,
      assets, or undertaking which ranks or could in any event rank in priority
      to or pari passu with any security interest created by this Security
      Agreement, save and except for those security interests created before the
      date hereof and those security interests created after the date hereof in
      the normal course of the Debtor’s business; or 

	 	
       
	
       

		
      (b) 
	
      grant, sell, or otherwise assign its chattel paper.
    

	 	
       
	
       

	5 	
      ATTACHMENT 

	 	
       
	
       

	5.1 	
      The Debtor acknowledges that the security interests
      hereby created attach upon the execution of this Security Agreement (or in
      the case of any after acquired property, upon the date of acquisition
      thereof), that value has been given, and that the Debtor has, or in the
      case of after acquired property will have, rights in the Collateral.
    

	 	
       
	
       

	6 	
      REPRESENTATIONS AND WARRANTIES 

	 	
       
	
       

	6.1 	
      The Debtor, if a company or a partnership, represents and
      warrants that this Security Agreement is granted in accordance with
      resolutions of the directors (and of the shareholders as applicable) or of
      the partners, as the case may be, of the Debtor and all other matters and
      things have been done and performed so as to authorize and make the
      execution and delivery of this Security Agreement, and the performance of
      the Debtor’s obligations hereunder, legal, valid and binding. 

	 	
       
	
       

	6.2 	
      The Debtor represents and warrants that the Debtor
      lawfully owns and possesses all presently held Collateral and has good
      title thereto, free from all security interests, charges, encumbrances,
      liens and claims, save only the charges or security interests, if any,
      shown in the Schedule hereto and those consented to in writing by the
      Secured Party, and the Debtor has good right and lawful authority to grant
      a security interest in the Collateral as provided by this Security
      Agreement. 

	 	
       
	
       

	7 	
      COVENANTS OF THE DEBTOR 

	 	
       
	
       

	7.1 	
      The Debtor covenants that at all times while this
      Security Agreement remains in effect the Debtor will: 

	 	
       
	
       

		
      (a) 
	
      defend the title to the Collateral for the benefit of the
      Secured Party against the claims and demands of all persons;
  







- 4 -

	 	(b) 	
      fully and effectually maintain and keep maintained the
      security interests hereby created valid and effective; 

	 	 	
       
	
       

	 	(c) 	
      maintain insurance on the Collateral with an insurer, of
      kinds, for amounts and payable to such person or persons, all as the
      Secured Party may require; 

	 	 	
       
	
       

	 	(d) 	
      maintain the Collateral in good order and repair;
  

	 	 	
       
	
       

	 	(e) 	
      forthwith pay: 

	 	 	
       
	
       

	 		
      (i) 
	
      all taxes, assessments, rates, duties, levies, government
      fees, claims and dues lawfully levied, assessed or imposed upon it or the
      Collateral when due, unless the Debtor shall in good faith contest its
      obligations so to pay and will furnish such security as the Secured Party
      may require; and 

	 	 	
       
	
       

	 		
      (ii) 
	
      all security interests, charges, encumbrances, liens and
      claims which rank or could in any event rank in priority to any security
      interest created by this Security Agreement, other than such charges or
      security interests, if any, consented to in writing by the Secured Party;
      

	 	 	
       
	
       

	 	(f) 	
      forthwith pay all costs, charges, expenses and legal fees
      and disbursements (on a solicitor and his own client basis) which may be
      incurred by the Secured Party in: 

	 	 	
       
	
       

	 		
      (i) 
	
      inspecting the Collateral; 

	 	 	
       
	
       

	 		
      (ii) 
	
      negotiating, preparing, perfecting and registering this
      Security Agreement and other documents, whether or not relating to this
      Security Agreement; 

	 	 	
       
	
       

	 		
      (iii) 
	
      investigating title to the Collateral; 

	 	 	
       
	
       

	 		
      (iv) 
	
      taking, recovering, keeping possession of and insuring
      the Collateral; and 

	 	 	
       
	
       

	 		
      (v) 
	
      all other actions and proceedings taken in connection
      with the preservation of the Collateral and the enforcement of this
      Security Agreement and of any other security interest held by the Secured
      Party as security for the Obligations; 

	 	 	
       
	
       

	 	(g) 	
      at the Secured Party’s request at any time and from time
      to time execute and deliver such further and other documents and
      instruments and do all acts and things as the Secured Party in its
      absolute discretion requires in order to confirm and perfect, and maintain
      perfection of, the security interests and charges hereby created in favour
      of the Secured Party upon any of the Collateral; 

	 	 	
       
	
       

	 	(h) 	
      notify the Secured Party promptly of: 

	 	 	
       
	
       

	 		
      (i) 
	
      any change in the information contained herein relating
      to the Debtor, its address, its business or the Collateral; 

	 	 	
       
	
       

	 		
      (ii) 
	
      the details of any material acquisition of the
      Collateral; 

	 	 	
       
	
       

	 		
      (iii) 
	
      any material loss or damage to the Collateral; 

	 	 	
       
	
       

	 		
      (iv) 
	
      any material default by any account debtor in payment or
      other performance of his obligations to the Debtor with respect to any
      Accounts; and 

	 	 	
       
	
       

	 		
      (v) 
	
      the return to or repossession by the Debtor of the
      Collateral where such return or repossession of the Collateral is material
      in relation to the business of the Debtor; 







- 5 -

		
      (i) 
	
      prevent the Collateral, other than Inventory sold,
      leased, or otherwise disposed of as permitted hereby, from being or
      becoming an accession to other property not covered by this Security
      Agreement; 

	 	
       
	
       
	
       

		
      (j) 
	
      permit the Secured Party and its representatives, at all
      reasonable times, access to all its property, assets and undertakings and
      to all its books of account and records for the purpose of inspection and
      render all assistance necessary for such inspection; and 

	 	
       
	
       
	
       

		
      (k) 
	
      deliver to the Secured Party from time to time promptly
      upon request: 

	 	
       
	
       
	
       

			
      (i) 
	
      any documents of title, instruments, securities and
      chattel paper constituting, representing or relating to Collateral;
  

	 	
       
	
       
	
       

			
      (ii) 
	
      all books of account and all records, ledgers, reports,
      correspondence, schedules, documents, statements, lists and other writings
      relating to the Collateral for the purpose of inspecting, auditing or
      copying the same; 

	 	
       
	
       
	
       

			
      (iii) 
	
      all financial statements prepared by or for the Debtor
      regarding the Debtor’s business; 

	 	
       
	
       
	
       

			
      (iv) 
	
      all policies and certificates of insurance relating to
      the Collateral; and 

	 	
       
	
       
	
       

			
      (v) 
	
      such information concerning the Collateral, the Debtor
      and the Debtor’s business and affairs as the Secured Party may require.
      

	 	
       
	
       
	
       

	7.2 	
      The Debtor covenants that at all times while this
      Security Agreement remains in effect it will not, without the prior
      written consent of the Secured Party: 

	 	
       
	
       
	
       

		
      (a) 
	
      alter any of its constating instruments; 

	 	
       
	
       
	
       

		
      (b) 
	
      become a party to any transaction whereby all or a
      substantial part of the Collateral would become the property of any other
      person, whether by way of reconstruction, reorganization, amalgamation,
      merger, transfer, sale, lease or otherwise; 

	 	
       
	
       
	
       

		
      (c) 
	
      materially change the nature of the Debtor’s business or
      operations; or 

	 	
       
	
       
	
       

		
      (d) 
	
      become an endorser in respect of any obligation or
      otherwise become liable upon any note or other obligation other than bills
      of exchange deposited to the bank account of the Debtor. 

	 	
       
	
       
	
       

	8 	
      PERFORMANCE OF OBLIGATIONS 

	 	
       
	
       
	
       

	8.1 	
      If the Debtor fails to perform its Obligations hereunder,
      the Secured Party may, but will not be obligated to, perform any or all of
      such Obligations without prejudice to any other rights and remedies of the
      Secured Party hereunder, and any payments made and any costs, charges,
      expenses and legal fees and disbursements (on a solicitor and his own
      client basis) incurred in connection therewith will be payable by the
      Debtor to the Secured Party forthwith with interest until paid at the
      highest rate borne by any of the Obligations and such amounts will be a
      charge upon and security interest in the Collateral in favour of the
      Secured Party prior to all claims subsequent to this Security Agreement.
      







- 6 -

	9 	
      RESTRICTIONS ON SALE OR DISPOSAL OF COLLATERAL
    

	 	
       
	
       

	9.1 	
      Except as herein provided, the Debtor will not, without
      the prior written consent of the Secured Party: 

	 	
       
	
       

		
      (a) 
	
      sell, lease or otherwise dispose of the Collateral;
    

	 	
       
	
       

		
      (b) 
	
      release, surrender or abandon possession of the
      Collateral; or 

	 	
       
	
       

		
      (c) 
	
      move or transfer the Collateral from its present
      location. 

	 	
       
	
       

	9.2 	
      Provided that the Debtor is not in default under this
      Security Agreement, the Debtor may, at any time and without the consent of
      the Secured Party, lease, sell, license, consign or otherwise deal with
      items of Inventory in the ordinary course of its business and for the
      purposes of carrying on its business. 

	 	
       
	
       

	10 	
      DEFAULT 

	 	
       
	
       

	10.1 	
      The Debtor will be in default under this Security
      Agreement, unless waived by the Secured Party, in any of the following
      events: 

	 	
       
	
       

		
      (a) 
	
      Debtor makes default in payment when due of any
      indebtedness or liability of the Debtor to the Secured Party; 

	 	
       
	
       

		
      (b) 
	
      the Debtor is in breach in any material respect of any
      term, condition, obligation or covenant to the Secured Party; 

	 	
       
	
       

		
      (c) 
	
      any representation or warranty made by the Debtor in
      connection with any indebtedness or liability of the Debtor to the Secured
      Party hereby secured proves at any time to be materially incorrect as of
      the date made; 

	 	
       
	
       

		
      (d) 
	
      the Debtor becomes bankrupt or insolvent or makes an
      assignment for the benefit of, a proposal to, or an arrangement with its
      creditors, or any action is taken or proceeding instituted whether by the
      Debtor or any other person whereby the Debtor may be dissolved, wound-up,
      reorganized, or declared bankrupt or insolvent; 

	 	
       
	
       

		
      (e) 
	
      a receiver or receiver-manager is appointed in respect of
      the Debtor or any part of the Collateral; 

	 	
       
	
       

		
      (f) 
	
      any execution, sequestration, extent, or any other
      process of any kind is levied or enforced upon or against the Collateral
      or any part thereof and remains unsatisfied for a period of 10 days;
    

	 	
       
	
       

		
      (g) 
	
      without the prior written consent of the Secured Party,
      the Debtor creates or permits to exist any charge, encumbrance or lien on,
      or claim against or any security interest in, any of the Collateral which
      ranks or could in any event rank in priority to or pari passu with any
      security interest or charge created by this Security Agreement; 

	 	
       
	
       

		
      (h) 
	
      the holder of any other charge, encumbrance or lien on,
      or claim against, or security interest in, any of the Collateral does
      anything to enforce or realize on such charge, encumbrance, lien, claim or
      security interest; 

	 	
       
	
       

		
      (i) 
	
      an order is made or an effective resolution is passed for
      the winding up of the Debtor; 

	 	
       
	
       

		
      (j) 
	
      the Debtor enters into any reconstruction,
      reorganization, amalgamation, merger or other similar arrangement with any
      other person; or 







- 7 -

		
      (k) 
	
      the Secured Party in good faith believes and has
      commercially reasonable grounds to believe that the prospect of payment or
      performance of any of the Obligations is impaired or that any of the
      Collateral is or is about to be placed in jeopardy. 

	 	
       
	
       

	11 	
      ENFORCEMENT 

	 	
       
	
       

	11.1 	
      Upon any default under this Security Agreement, the
      Secured Party may declare any or all of the Obligations not payable on
      demand to become immediately due and payable and the security hereby
      constituted will immediately become enforceable. To enforce and realize on
      the security constituted by this Security Agreement, the Secured Party may
      take any action permitted by law or in equity, as it may deem expedient,
      and in particular without limiting the generality of the foregoing, the
      Secured Party may do any of the following: 

	 	
       
	
       

		
      (a) 
	
      appoint by instrument a receiver, receiver and manager or
      a receiver-manager (the person so appointed is hereinafter called the
      “Receiver”) of the Collateral, with or without bond as the Secured Party
      may determine, and from time to time in its absolute discretion remove
      such Receiver and appoint another in its stead; 

	 	
       
	
       

		
      (b) 
	
      enter upon any premises of the Debtor and take possession
      of the Collateral with power to exclude the Debtor, its agents and its
      servants therefrom, without becoming liable as a mortgagee in possession;
      

	 	
       
	
       

		
      (c) 
	
      preserve, protect and maintain the Collateral and make
      such replacements thereof and repairs and additions thereto as the Secured
      Party may deem advisable; 

	 	
       
	
       

		
      (d) 
	
      sell, lease or otherwise dispose of all or any part of
      the Collateral, whether by public or private sale or lease or otherwise,
      in such manner, at such price as can be reasonably obtained therefor and
      on such terms as to credit and with such conditions of sale and
      stipulations as to title or conveyance or evidence of title or otherwise
      as to the Secured Party may seem reasonable, provided that if any sale is
      on credit the Debtor will not be entitled to be credited with the proceeds
      of any such sale, lease or other disposition until the monies therefor are
      actually received; and 

	 	
       
	
       

		
      (e) 
	
      exercise all of the rights and remedies of a secured
      party under the Act. 

	 	
       
	
       

	11.2 	
      A Receiver appointed pursuant to this Security Agreement
      will be the agent of the Debtor and not of the Secured Party and, to the
      extent permitted by law or to such lesser extent permitted by its
      appointment, will have all the powers of the Secured Party hereunder, and
      in addition will have power to carry on the business of the Debtor and for
      such purpose from time to time to borrow money either secured or
      unsecured, and if secured by a security interest on any of the Collateral,
      such security interest may rank before or pari passu with or behind any
      security interest created by this Security Agreement, and if it does not
      so specify such security interest will rank before the security interests
      created by this Security Agreement. 

	 	
       
	
       

	11.3 	
      Subject to the claims, if any, of the creditors of the
      Debtor ranking in priority to this Security Agreement, all amounts
      realized from the disposition of Collateral pursuant to this Security
      Agreement will be applied as the Secured Party, in its absolute
      discretion, may direct as follows: 

	 	
       
	
       

		
      (a) 
	
      in payment of all costs, charges and expenses (including
      legal fees and disbursements on a solicitor and his own client basis)
      incurred by the Secured Party in connection with or incidental to:
  







- 8 -

	    	     
	 (i)   
	 the exercise by the Secured Party of all
        or any of the powers granted to it pursuant to this Security Agreement;
        and 

	 	  
	  
	  

	        	         
	 (ii)       
	 the appointment of the Receiver and the exercise
        by the Receiver of all or any of the powers granted to it pursuant to
        this Security Agreement, including the Receiver’s reasonable remuneration
        and all outgoings properly payable by the Receiver; 

	 	  
	  
	  

	    	 (b)   
	 in or toward payment to the Secured
        Party of all principal and other monies (except interest) due in respect
        of the Obligations; and 

	 	  
	  
	  

	    	 (c)   
	 in or toward payment to the Secured
        Party of all interest remaining unpaid in respect of the Obligations.
      

	 	  
	  
	  

		 Subject to applicable law and
        the claims, if any, of other creditors of the Debtor, any surplus will
        be paid to the Debtor. 

	  	  
	  
	  

	12 	 DEFICIENCY 

	  	  
	  
	  

	12.1     	 If the amounts realized from the
        disposition of the Collateral are not sufficient to pay the Obligations
        in full the Debtor will immediately pay to the Secured Party the amount
        of such deficiency. 

	  	  
	  
	  

	13 	 RIGHTS CUMULATIVE
      

	  	  
	  
	  

	13.1         	 All rights and remedies of the
        Secured Party set out in this Security Agreement are cumulative and no
        right or remedy contained herein is intended to be exclusive but each
        will be in addition to every other right or remedy contained herein or
        in any existing or future security agreement or now or hereafter existing
        at law, in equity or by statute, or pursuant to any other agreement between
        the Debtor and the Secured Party that may be in effect from time to time.
      

	  	  
		  

	14 	 LIABILITY OF SECURED PARTY
      

	  			  

	14.1            
                	 The Secured Party will not be responsible
        or liable for any debts contracted by it, for damages to persons or property
        or for salaries or non-fulfillment of contracts during any period when
        the Secured Party shall manage the Collateral upon entry, as herein provided,
        nor will the Secured Party be liable to account as mortgagee in possession
        or for anything except actual receipts or be liable for any loss on realization
        or for any default or omission for which a mortgagee in possession may
        be liable. The Secured Party will not be bound to do, observe or perform
        or to see to the observance or performance by the Debtor of any obligations
        or covenants imposed upon the Debtor nor will the Secured Party, in the
        case of securities, instruments or chattel paper, be obliged to preserve
        rights against other persons, nor will the Secured Party be obliged to
        keep any of the Collateral identifiable. The Debtor hereby waives any
        applicable provision of law permitted to be waived by it which imposes
        higher or greater obligations upon the Secured Party than aforesaid. 








- 9 -

	15 	
      APPOINTMENT OF ATTORNEY 

	 	
       

	15.1 	
      The Debtor hereby irrevocably appoints the Secured Party
      or the Receiver, as the case may be, with full power of substitution, to
      be the attorney of the Debtor for and in the name of the Debtor to sign,
      endorse or execute under seal or otherwise any deeds, documents,
      transfers, cheques, instruments, demands, assignments, assurances or
      consents that the Debtor is obliged to sign, endorse or execute and
      generally to use the name of the Debtor and to do all things as may be
      necessary or incidental to the exercise of all or any of the powers
      conferred on the Secured Party or the Receiver, as the case may be,
      pursuant to this Security Agreement. 

	 	
       

	16 	
      ACCOUNTS 

	 	
       

	16.1 	
      Notwithstanding any other provision of this Security
      Agreement, the Secured Party may collect, realize, sell or otherwise deal
      with the Accounts or any part thereof in such manner, upon such terms and
      conditions and at such time or times, whether before or after default, as
      may seem to be advisable, and without notice to the Debtor, except in the
      case of disposition after default and then subject to the provisions of
      Part V of the Act. All monies or other forms of payment received by the
      Debtor in payment of any Account will be received and held by the Debtor
      in trust for the Secured Party. 

	 	
       

	17 	
      APPROPRIATION OF PAYMENTS 

	 	
       

	17.1 	
      Any and all payments made in respect of the Obligations
      from time to time and monies realized from any security interests held
      therefor (including monies collected in accordance with or realized on any
      enforcement of this Security Agreement) may be applied to such part or
      parts of the Obligations as the Secured Party may see fit, and the Secured
      Party may at all times and from time to time change any appropriation as
      the Secured Party may see fit. 

	 	
       

	18 	
      LIABILITY TO ADVANCE 

	 	
       

	18.1 	
      None of the preparation, execution, perfection and
      registration of this Security Agreement or the advance of any monies will
      bind the Secured Party to make any advance or loan or further advance or
      loan, or renew any note or extend any time for payment of any indebtedness
      or liability of the Debtor to the Secured Party. 

	 	
       

	19 	
      WAIVER 

	 	
       

	19.1 	
      The Secured Party may from time to time and at any time
      waive in whole or in part any right, benefit or default under any clause
      of this Security Agreement but any such waiver of any right, benefit or
      default on any occasion will be deemed not to be a waiver of any such
      right, benefit or default thereafter, or of any other right, benefit or
      default, as the case may be. 







- 10 -

	20 	
      NOTICE 

	 	
       

	20.1 	
      Notice may be given to either party by sending it through
      the post in prepaid mail or delivered to the party for whom it is
      intended, at the principal address of such party provided herein or at
      such other address as may be given in writing by such party to the other,
      and any notice if posted will be deemed to have been given at the
      expiration of three business days after posting and if delivered, on
      delivery. 

	 	
       

	21 	
      EXTENSIONS 

	 	
       

	21.1 	
      The Secured Party may grant extensions of time and other
      indulgences, take and give up security, accept compositions, compound,
      compromise, settle, grant releases and discharges, refrain from perfecting
      or maintaining perfection of security interests, and otherwise deal with
      the Debtor, account debtors of the Debtor, sureties and others and with
      the Collateral and other security interests as the Secured Party may see
      fit without prejudice to the liability of the Debtor or the Secured
      Party’s right to hold and realize on the security constituted by this
      Security Agreement. 

	 	
       

	22 	
      NO MERGER 

	 	
       

	22.1 	
      This Security Agreement will not operate so as to create
      any merger or discharge of any of the Obligations, or any assignment,
      transfer, guarantee, lien, contract, promissory note, bill of exchange or
      security interest of any form held or which may hereafter be held by the
      Secured Party from the Debtor or from any other person whomsoever. The
      taking of a judgment with respect to any of the Obligations will not
      operate as a merger of any of the covenants contained in this Security
      Agreement. 

	 	
       

	23 	
      ASSIGNMENT 

	 	
       

	23.1 	
      The Secured Party may, without further notice to the
      Debtor, at any time assign, transfer or grant a security interest in this
      Security Agreement and the security interests granted hereby. The Debtor
      expressly agrees that the assignee, transferee or secured party, as the
      case may be, will have all of the Secured Party’s rights and remedies
      under this Security Agreement and the Debtor will not assert any defence,
      counterclaim, right of set-off or otherwise any claim which it now has or
      hereafter acquires against the Secured Party in any action commenced by
      such assignee, transferee or secured party, as the case may be, and will
      pay the Obligations to the assignee, transferee or secured party, as the
      case may be, as the Obligations become due. 

	 	
       

	24 	
      SATISFACTION AND DISCHARGE 

	 	
       

	24.1 	
      Any partial payment or satisfaction of the Obligations,
      or any ceasing by the Debtor to be indebted to the Secured Party, will be
      deemed not to be a redemption or discharge of this Security Agreement. The
      Debtor will be entitled to a release and discharge of this Security
      Agreement upon full payment and satisfaction of all Obligations and upon
      written request by the Debtor and payment to the Secured Party of all
      costs, charges, expenses and legal fees and disbursements (on a solicitor
      and his own client basis) incurred by the Secured Party in connection with
      the Obligations and such release and discharge.








- 11 -

	25 	
      ENUREMENT 

	 	
       
	
       

	25.1 	
      This Security Agreement will enure to the benefit of the
      Secured Party and its successors and assigns, and will be binding upon the
      respective heirs, executors, personal representatives, successors and
      permitted assigns of the Debtor. 

	 	
       
	
       

	26 	
      INTERPRETATION 

	 	
       
	
       

	26.1 	
      In this Security Agreement: 

	 	
       
	
       

		
      (a) 
	
      “Collateral” has the meaning set out in Clause 1
      hereof and any reference to Collateral will, unless the context otherwise
      requires, be deemed a reference to Collateral as a whole or any part
      thereof; 

	 	
       
	
       

		
      (b) 
	
      “Debtor” and the personal pronoun “it” or “its”
      and any verb relating thereto and used therewith will be read and
      construed as required by and in accordance with the context in which such
      words are used depending upon whether the Debtor is one or more
      individuals, corporations or partnerships and, if more than one, will
      apply and be binding upon each of them severally; and 

	 	
       
	
       

		
      (c) 
	
      “the Act” means the Personal Property Security
      Act of British Columbia and all regulations thereunder as amended from
      time to time. 

	 	
       
	
       

	26.2 	
      Words and expressions used herein that have been defined
      in the Act will be interpreted in accordance with their respective
      meanings given in the Act unless otherwise defined herein or unless the
      context otherwise requires. 

	 	
       
	
       

	26.3 	
      The invalidity or unenforceability of the whole or any
      part of any clause of this Security Agreement will not affect the validity
      or enforceability of any other clause or the remainder of such clause.
      This Security Agreement will be governed by the laws of British Columbia.
      

	 	
       
	
       

	27 	
      COPY OF AGREEMENT AND FINANCING STATEMENT
  

	 	
       
	
       

	27.1 	
      The Debtor hereby: 

	 	
       
	
       

		
      (a) 
	
      acknowledges receipt of a copy of this Security
      Agreement; and 

	 	
       
	
       

		
      (b) 
	
      waives all rights to receive from the Secured Party a
      copy of any financing statement, financing change statement or
      verification statement filed at any time in respect of this Security
      Agreement. 



IN WITNESS WHEREOF the Debtor has hereto have caused
this Security Agreement to be duly executed and delivered as of the day and year
first above written.

0709355 B.C. LTD.

	BY: 	/s/ 	 
	 	Authorized Signatory