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                                  EXHIBIT 4.25

                               SECURITY AGREEMENT
                   (Envirowaste International Inc. - Delaware)

        THIS SECURITY AGREEMENT (the "Agreement") is made the 10th day of
February, 2004 by ENVIROWASTE INTERNATIONAL INC., a Delaware corporation (the
"Debtor"), in favor of JAMES E.H. DARBY and his assigns (the "Secured Party") to
induce Secured Party to extend credit facilities (collectively the "Loans") to
CONSOLIDATED ENVIROWASTE INDUSTRIES INC. (the "Borrower"), a British Columbia
company.

For valuable consideration (the receipt and sufficiency of which are hereby
acknowledged by the Debtor), including without limitation the agreement of the
Secured Party to make any one or more of the Loans, the Debtor hereby
represents, warrants and agrees as follows for the benefit of Secured Party:

1.      GRANT OF SECURITY INTEREST. Debtor hereby grants to Secured Party a
security interest in all of its now owned or hereafter acquired goods and other
personal property, including all tangible and intangible items and including
without limitation the following:

        (a)     EQUIPMENT, ETC. All of Debtor's right, title and interest (if
                any) in equipment, supplies, fittings, furnishings and other
                items of any kind ordered, obtained, or possessed by Debtor or
                for its account, whether held by Debtor, by sellers under any
                contracts for the purchase of equipment or by others, together
                with any product into which such equipment may be processed,
                manufactured or assembled and together with all substitutions
                for said equipment and all parts, instruments, accessories,
                alterations, modifications, replacements, additions and
                accessions to said equipment (collectively, the "Equipment").

        (b)     INVENTORY, ETC. All of Debtor's right, title and interest in
                inventory and stock in trade of Debtor including, without
                limitation, all computer hardware and software products wherever
                located, raw materials, work in progress, materials used or
                consumed in Debtor's business, finished goods, returned goods
                and goods traded in (collectively, the "Inventory"),

        (c)     ACCOUNTS, CONTRACT RIGHTS, DEPOSITS, ETC. All of Debtor's right,
                title and interest in (i) all accounts, (ii) all contract
                rights, (iii) all chattel paper, (iv) all documents, documents
                of title, drafts, checks, acceptances, bonds, letters of credit,
                notes or other negotiable and non-negotiable instruments, bills
                of exchange, deposits, certificates of deposit, insurance
                policies and any other writings evidencing a monetary obligation
                or security interest in or a lease of personal property, (v) all
                licenses, leases, contracts or agreements, (vi) all letter of
                credit rights, (vii) all general intangibles, including without
                limitation, all payment intangibles, judgments, choses in
                action, patents, trademarks, trade names, service marks,
                licenses, copyrights and the like whether registered or not, and
                whether or not used or to be used by Debtor, including, with
                respect to all of said property, without limitation, all rights
                corresponding thereunder throughout the world, all renewals
                thereof, all license royalties with respect thereto, all claims
                for damages, profits and proceeds by reason of past, present and
                future infringements, and all rights to sue therefor; (viii) all
                guarantees and other personal property securing the payment or
                performance of any of the

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                foregoing (collectively, the "Accounts") and (ix) all balances,
                credits, deposits, accounts or monies of or in the name of
                Debtor in the possession or control of, or in transit to,
                Secured Party (the "Deposits").

        (d)     DOCUMENTS. All of Debtor's right, title, and interest in and to
                books, correspondence, credit files, records, invoices, and
                other documents, including, without limitation, all tapes,
                disks, cards, computer runs and other papers or documents in the
                possession or control of Debtor; all records and data relating
                to the Collateral (as hereinafter defined), whether in the form
                of writings, photographs, microfilm, microfiche, or electronic
                media, together with all of the Debtor's right, title and
                interest in and to all computer software necessary to use,
                create, maintain and process such records or data on electronic
                media, and including correspondence, invoices, shipping
                documents and records, sales slips, orders and order
                acknowledgements, and sales contracts (collectively, the
                "Documents").

        (e)     FIXTURES. All of Debtor's right, title, and interest in and to
                all fixtures affixed to or to become affixed to any real
                property owned, leased or operated by Debtor or otherwise used
                in connection with the business or operations of Debtor
                (collectively, the "Fixtures").

        (f)     INVESTMENT PROPERTY. All of Debtor's right, title and interest
                in and to investment property and financial assets including,
                without limitation, all stocks, bonds, debentures, notes, bills,
                certificates, options, rights, shares, or other securities now
                or hereafter owned or acquired, all dividends or distributions
                in respect thereof and all brokerage or commodities accounts
                (collectively, "Investment Property").

        (g)     PROCEEDS AND PRODUCTS. All cash and noncash proceeds (including
                rents, royalties, and insurance proceeds) and products of any of
                Debtor's now owned or hereafter acquired goods and other real
                and personal property including without limitation the items of
                property described in paragraphs (a) through (f) above.

        The items of property described in this Section 1 are herein referred to
        collectively as the "Collateral."

2.      OBLIGATIONS SECURED. The security interest in the Collateral is given as
general and continuing security for the payment, performance and satisfaction of
any and all indebtedness and liability of the Debtor to the Secured Party
(including interest thereon), present or future, direct or indirect, absolute or
contingent, matured or not, extended or renewed, wheresoever and howsoever
incurred and any ultimate unpaid balance thereof, including all advances on
current or running account and all future advances and re-advances, and whether
the same is from time to time reduced and thereafter increased or entirely
extinguished and thereafter incurred again and whether the Debtor be bound alone
or with another or others, and including without limitation, the indebtedness
and liability of the Debtor to the Secured Party under or arising in connection
with the Debtor's obligations under:

        (a)     a guarantee and subordination agreement dated of even date
                herewith in favour of the Secured Party (including all duly
                executed renewals, modifications and extensions thereof) (the
                "Guarantee") in which the Debtor has guaranteed absolutely and
                unconditionally the due and punctual payment to the Secured
                Party of all debts and liabilities of Borrower described in the
                Guarantee, the liability of the Debtor under the Guarantee being
                limited to CDN$2,160,680.98,

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                together with certain interest charges and other costs and
                expenses as therein set forth;

        (b)     the Debtor's obligations with respect to payment of any costs
                and expenses incurred or advances made by Secured Party pursuant
                to this Agreement or any other documents executed by Debtor
                securing or relating to the Loans, the Guarantee and/or the
                Collateral, whether executed prior to, contemporaneously with or
                subsequent to this Agreement (this Agreement, the loan
                consolidation agreement made effective as of the 1st day of
                October, 2003, entered into between the Borrower and the Secured
                Party, as the same may be amended, extended, renewed, replaced,
                restated and in effect from time to time, any other promissory
                notes, commitment letters or loan agreements relating to the
                Loan and the Guarantee, and such other documents, are herein
                collectively referred to as the "Loan Documents") to protect the
                Collateral or fulfill Debtor's obligations under the Loan
                Documents, together with interest thereon from the time such
                costs and expenses are incurred or advances made, at the rate
                set out in Section 2.4 of the loan consolidation agreement made
                effective as of the 1st day of October, 2003 between the Secured
                Party and the Borrower as the same may be amended, extended,
                renewed, replaced, restated, supplemented, superseded and in
                effect from time to time.

         (c)    Performance of each agreement, term and condition set forth or
                incorporated by reference herein or in any other Loan
                Document;

        (d)     Payment and performance of any additional existing or future
                obligations of Debtor to Secured Party; and

        (e)     any and all amendments, modifications, renewals and/or
                extensions of any of the foregoing including, but not limited
                to, amendments, modifications, renewals or extensions which are
                evidenced by new or additional instruments, documents or
                agreements or which change the rate of interest on any
                obligation secured hereby,

        (collectively the "Obligations").

3.      REPRESENTATIONS, WARRANTIES AND COVENANTS. Debtor hereby represents,
warrants and covenants as follows:

        (a)     Debtor is a corporation duly incorporated under the laws of the
                State of Delaware. Debtor's U.S. tax identification number and
                its organizational identification number assigned by the State
                of Delaware, if any, are set forth below its signature hereto.
                Debtor will not change its form or jurisdiction of organization
                without giving at least 15 days' prior written notice thereof to
                Secured Party and taking, at Debtor's sole expense, all actions
                requested by Secured Party to maintain and preserve Secured
                Party's security interest in the Collateral as a valid,
                enforceable, perfected, first priority security interest,
                including, but not limited to, filing financing statements
                specified by Secured Party.

        (b)     Debtor has full power and authority to enter into this
                Agreement, grant to the Secured Party a valid security interest
                in the Collateral and perform all of its obligations under this
                Agreement. The execution, delivery and performance by Debtor of
                this Agreement do not contravene Debtor's constating documents,
                or violate any provision of any statute, law, rule, regulation,
                judgment, order or decree and will not conflict with, or
                constitute a breach or default under, any

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                                       4

                indenture, loan agreement, contract or other agreement or
                instrument to which Debtor is a party or by which Debtor or any
                of its property is bound.

        (c)     No authorization, consent or approval or other action by, and no
                notice to or other filing with, any governmental authority or
                regulatory body is required for the grant by Debtor of the
                security interest granted hereby, the due execution and delivery
                by Debtor of this Agreement or the performance by Debtor of any
                of its obligations hereunder, except filing of a financing
                statement in the office of the Secretary of State of the State
                of Delaware.

        (d)     This Agreement has been duly executed and delivered by Debtor
                and is Debtor's legal, valid and binding obligation, enforceable
                against Debtor in accordance with its terms, subject only to
                bankruptcy, insolvency, reorganization, moratorium or similar
                laws now or hereafter in effect relating to or affecting the
                enforceability of rights of creditors generally and to general
                equitable principles that may limit the right to obtain
                equitable remedies. This Agreement creates in Secured Party's
                favor a valid and, upon the filing of an appropriate financing
                statement in the office of the Secretary of State of the State
                of Delaware, perfected (to the extent perfection is obtained by
                the filing of such financing statement) lien on and security
                interest in the Collateral, enforceable against Debtor and all
                third parties and superior in right to all other existing
                security interests, liens, encumbrances or charges, existing or
                future. Upon such filing, no filing or recording of any other
                financing statement or other instrument and no recording, filing
                or indexing of this Agreement is necessary in order to preserve
                and protect Secured Party's security interest in the Collateral
                as a legal, valid and enforceable, perfected (to such extent)
                security interest in the Collateral, except filing of
                appropriate continuation statements with respect to financing
                statements.

        (e)     Except for the security interest granted hereby, Debtor is, and
                as to any Collateral acquired by Debtor after the date hereof
                will be, the owner and holder of all the Collateral free and
                clear of any security interest, lien, charge, encumbrance or
                other adverse claim, and Debtor will defend all of the
                Collateral, whether now owned or hereafter acquired, against all
                claims and demands of all persons at any time claiming the same
                or any interest therein, and will take all steps to maintain the
                security interest of the Secured Party as a valid and fully
                perfected lien of first priority.

        (f)     Debtor's principal place of business and chief executive office
                is at the address set forth below Debtor's signature below. The
                Debtor has never changed its name nor has it been the surviving
                entity in a merger or acquired the assets of any other business
                prior to the date hereof. Debtor has not utilized any trade
                names in the conduct of its business. Debtor will not change its
                name or the location of its principal place of business or chief
                executive office without giving at least fifteen (15) days'
                prior written notice to the Secured Party of any such proposed
                change or utilization and taking, at Debtor's sole expense, all
                actions requested by Secured Party to maintain and preserve
                Secured Party's security interest in the Collateral as a valid,
                enforceable, perfected, first priority security interest
                including, but not limited to, filing financing statements
                specified by Secured Party.

        (g)     No financing statement covering any of the Collateral or any
                proceeds thereof is on file in any public office in any
                jurisdiction, other than financing statements in favor of the
                Secured Party. Debtor authorizes the Secured Party to prepare
                and

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                                       5

                file financing statements without the signature of the Debtor
                where permitted by law and, if Debtor's signature shall be
                required, Debtor irrevocably appoints the Secured Party as
                Debtor's agent for the purpose of signing and filing such
                financing statements. Debtor further authorizes description of
                the Collateral on financing statements and other public filings
                using generic terms such as "all assets" and "all personal
                property". Debtor promises to pay to the Secured Party all fees
                and expenses incurred in filing financing statements and any
                continuation statements or amendments thereto, which fees and
                expenses shall become a part of the Obligations secured by this
                Agreement. A carbon, photographic or other reproduction of this
                Agreement or any financing statement covering the Collateral or
                any part thereof shall be sufficient as a financing statement
                and may be filed by the Secured Party in accordance with the
                provisions of this Section.

        (h)     On the request of the Secured Party from time to time, Debtor
                shall duly endorse and deliver to the Secured Party all
                instruments or documents, the possession of which is necessary
                to perfect the Secured Party's interest in any of the Collateral
                hereunder and take, at Debtor's sole expense, all actions
                requested by Secured Party to maintain and preserve Secured
                Party's security interest in the Collateral as a valid,
                enforceable, perfected, first priority security interest.

        (i)     Except for sales of inventory and expenditures made in the
                ordinary course of Debtor's business prior to an Event of
                Default hereunder, Debtor will not sell, assign or offer to sell
                or assign or otherwise transfer the Collateral, either in whole
                or in part, or any interest therein without the prior written
                consent of the Secured Party. Debtor will not, without the prior
                written consent of the Secured Party, create or permit to exist
                any security interest, lien, charge, encumbrance or other
                adverse claim on any of the Collateral, other than the security
                interest in favour of the Secured Party created by this
                Agreement.

        (j)     Debtor will fully and punctually perform any duty required of it
                in connection with the Collateral and will not take any action,
                including the amendment of any contract or the waiver of any
                contract rights, which will impair, damage or destroy Secured
                Party's rights with respect to the Collateral or hereunder or
                the value thereof.

4.      TAXES. Debtor will pay before delinquency any taxes which are or may
become through assessment or distraint or otherwise a lien or charge on the
Collateral and will pay any tax which may be levied on any Obligation secured
hereby.

5.      MAINTENANCE OF COLLATERAL; INSPECTION OF BOOKS AND RECORDS. Debtor will
keep the Collateral in good repair and Secured Party may inspect the Collateral
at reasonable times and intervals and with reasonable notice to Debtor and may
for this purpose enter any premises upon which the Collateral is located,
including, but not limited to, Debtor's facilities within normal business hours.
Debtor will furnish to the Secured Party from time to time statements and
schedules further identifying and describing the Collateral and detailing sales
or other transfers of the Collateral and payments received or accounts owing
with respect to the Collateral for the periods specified by the Secured Party
and such other reports in connection with the Collateral as the Secured Party
may reasonably request, in writing, all in reasonable detail. Upon Secured
Party's written request, Debtor will permit the Secured Party or its duly
authorized representatives to examine its books and records during Debtor's
regular business hours and shall furnish to the Secured Party such financial
statements and other financial data as the Secured Party may reasonably request
from time to time.

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                                       6

6.      TANGIBLE COLLATERAL. With respect to the Equipment, Inventory,
Documents, and Fixtures (collectively, the "Tangible Collateral"):

        (a)     The Tangible Collateral is and will be used primarily for
                business purposes.

        (b)     All Tangible Collateral is and will be kept at the address set
                forth next to Debtor's signature hereto.

        (c)     Debtor has and will maintain insurance on and with respect to
                the Tangible Collateral against loss or damage by fire, theft
                and such other risks as are customarily insured against by
                persons similarly situated to Debtor, in such amounts, with such
                insurers and under policies in such form as shall be
                satisfactory to the Secured Party. The Secured Party shall be
                named as a loss payee on all such policies, and all such
                policies shall provide that they are not cancellable without
                thirty (30) days' prior written notice to the Secured Party.
                Debtor shall, if requested by the Secured Party, obtain and
                deliver to the Secured Party, from time to time, satisfactory
                original or duplicate policies or certificates of insurance,
                including any endorsements, to evidence Debtor's satisfaction of
                the insurance requirements hereunder. In the event of loss or
                damage with respect to any or all of the Tangible Collateral,
                the Secured Party shall have the right to collect any and all
                insurance upon the Tangible Collateral and to apply the same at
                its option to any of the Obligations, whether or not matured, or
                to the replacement, restoration or repair of any or all of the
                Tangible Collateral.

        (d)     None of the Collateral is or will be affixed to real estate
                unless Debtor has furnished to Secured Party such consents,
                waivers or disclaimers as are necessary to make Secured Party's
                security interest in such of the Collateral valid against
                persons or entities holding an interest in such real estate.

7.      INTANGIBLE COLLATERAL. With respect to the Accounts, Deposits and
Investment Property (collectively, the "Intangible Collateral"):

        (a)     Debtor's records concerning all Intangible Collateral since June
                30, 1996 have been kept at the address set forth below Debtor's
                signature hereto.

        (b)     Each item of Intangible Collateral is, or at such time as it
                becomes part of the Collateral will be, a bona fide, valid and
                legally enforceable obligation of the account debtor or other
                obligor in respect thereof, subject to no defense, setoff or
                counterclaim against Debtor and in connection with which there
                is no default with respect to any payment or performance on the
                part of Debtor or any other party.

        (c)     Debtor will at all times keep accurate and complete records of
                payment and performance by Debtor, the respective account
                debtors and all other parties obligated on Intangible
                Collateral.

        (d)     Debtor will keep the Secured Party immediately informed of any
                material default in payment or performance by Debtor or any
                account debtor or other parties obligated on, or of material
                claims made by others in regard to, Intangible Collateral
                having, individually or in the aggregate, a value of US$100,000
                or more and shall not change the terms thereof (or terminate or
                permit the impairment of any of its rights thereunder) in any
                material way without the prior written consent of the Secured
                Party. Debtor will make all payments and perform all
                undertakings on Debtor's part to be paid or performed with
                respect to

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                                       7

                Intangible Collateral when due. Debtor hereby authorizes the
                Secured Party to cure any default in payment or performance by
                Debtor with respect to Intangible Collateral; provided, however,
                that the Secured Party shall be under no obligation to do so
                and, provided, further, that the curing by the Secured Party of
                any default shall not constitute a waiver by the Secured Party
                of any default hereunder. Debtor agrees to reimburse the Secured
                Party on demand with interest at the Default Rate for any
                payment made or any expense incurred by the Secured Party
                pursuant to the foregoing authorization, and any payment made or
                expense incurred by the Secured Party pursuant to the foregoing
                authorization shall be part of the Obligations secured
                hereunder.

        (e)     The Secured Party may, in the name of the Secured Party, at any
                time after the occurrence of an Event of Default hereunder
                notify the account debtor or other obligor on any item of
                Intangible Collateral of the Secured Party's security interest.
                The Secured Party may, in its own name or the name of the
                Debtor, at any time after the occurrence and during the
                continuation of an Event of Default hereunder, demand, sue for,
                collect or receive any money or property payable, or receive any
                money or property payable or receivable on any Intangible
                Collateral and settle, release, compromise, adjust, sue upon,
                foreclose, realize upon or otherwise enforce any item of
                Intangible Collateral as the Secured Party may determine, and
                for the purpose of realizing the Secured Party's rights herein,
                the Secured Party may receive, open and dispose of mail
                addressed to Debtor and endorse notes, checks, drafts, money
                orders, documents of title or other forms of payment on behalf
                of and in the name of Debtor. At any time after the occurrence
                and during the continuance of an Event of Default hereunder, the
                Secured Party may at any time in its discretion transfer any
                notes, securities or other Intangible Collateral into its own
                name or that of its nominee and receive the income thereon and
                hold the same as Collateral for the Obligations or apply the
                same to the payment of amounts due in respect of the
                Obligations. Debtor agrees to reimburse the Secured Party on
                demand with interest at the applicable Default Rate for any
                payment made or any expense incurred by the Secured Party
                pursuant to the foregoing authorization, and any payment made or
                expense incurred by the Secured Party pursuant to the foregoing
                authorization shall be part of the Obligations secured
                hereunder.

        (f)     Subject to licensing rights existing on the date hereof and
                licenses to which Secured Party gives its consent, for the
                purpose of enabling Secured Party to exercise rights and
                remedies hereunder, only at such time as Secured Party, without
                regard to this paragraph (f), shall be lawfully entitled to
                exercise such rights and remedies and for no other purpose,
                Debtor hereby grants to Secured Party an irrevocable, exclusive
                license, exercisable at the time of and in accordance with the
                exercise of such rights and remedies and without present or
                future payment of royalty or other compensation to Debtor, to
                use, assign, license or sublicense any of the trademarks now
                owned or hereafter acquired by Debtor and wherever the same may
                be located, including in such license reasonable access to all
                media in which any of the licensed items may be recorded or
                stored and to all computer programs used for the compilation or
                printout thereof.

        (g)     Debtor will not enter into, or permit any securities
                intermediary, commodity intermediary, bank, letter of credit
                issuer or issuer of uncertificated securities to enter into, any
                control agreement with any person other than Secured Party with

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                                       8

                respect to any of, and Debtor shall not otherwise grant any
                person other than Secured Party control of, any Investment
                Property, Deposit or letter of credit right.

        (h)     If the Collateral at any time includes securities or other
                Investment Property, Debtor authorizes Secured Party to transfer
                the same or any part thereof into its own name or that of its
                nominee(s) so that Secured Party or its nominee(s) may appear of
                record as the sole owner thereof; provided that, until Debtor is
                in default hereunder, Secured Party shall deliver promptly to
                Debtor all notices or other communications received by Secured
                Party or its nominee(s) as such registered owner and, upon
                demand and receipt of payment of any necessary expenses thereof,
                shall issue to Debtor or its order a proxy to vote and take all
                action, consistent with the terms hereof and of the other Loan
                Documents, with respect to such Investment Property. Debtor
                waives all rights to receive after it is in default hereunder
                any notices or communications received by Secured Party or its
                nominee(s) as such registered owner and agrees that no such
                proxy issued by Secured Party to Debtor or its order shall
                thereafter be effective.

8.      COMPLIANCE WITH LAWS. Debtor will ensure that its use of the Collateral
will comply with all applicable laws, ordinances, and regulations of
governmental authorities.

9.      WAIVERS. This Agreement shall not be qualified or supplemented by course
of dealing. No waiver or modification by Secured Party of any of the terms and
conditions hereof shall be effective unless in writing signed by Secured Party.
No waiver or indulgence by Secured Party as to any required performance by
Debtor shall constitute a waiver as to any required performance or other
obligations of Debtor hereunder. No modification or amendment of this Agreement
shall be valid unless in writing signed by Debtor and Secured Party.

10.     RELEASE OF COLLATERAL, ETC. The obligations of Debtor shall not be
affected by the release or substitution of any collateral or by the release of
or any renewal or extensions of time to any party to any instrument, obligation
or liability secured hereby or to which Debtor is a party. Secured Party shall
not be bound to resort to or exhaust its recourse or to take any action against
other parties or other collateral. Debtor hereby waives presentment, demand,
protest, notice of protest and notice of non-acceptance or non-payment with
respect to any indebtedness, obligation or liability secured hereby.

11.     FURTHER ASSURANCES. Debtor, at its sole cost and expense, will at any
time and from time to time hereafter (a) give Secured Party at least fifteen
(15) days' prior written notice of any proposed change in Debtor's name,
identity or form or jurisdiction of organization, or the adoption or change of
any trade names under which Debtor operates or intends to operate the
Collateral; (b) execute such financing statements and other instruments and
perform such other acts as may be necessary or as Secured Party may reasonably
request in writing to establish and maintain the security interests herein
granted by Debtor to Secured Party and the priority and continued perfection
thereof; (c) obtain and promptly furnish to Secured Party evidence of all
government approvals that may be required to enable Debtor to comply with its
obligations under this Agreement; and (d) execute and deliver all such other
instruments and perform all such other acts as Secured Party may reasonably
request to carry out the transactions contemplated by this Agreement and to
maintain and preserve Secured Party's security interest in the Collateral as a
valid, enforceable, perfected, first priority security interest. Without
limiting the foregoing, to effectuate the rights and remedies of the Secured
Party hereunder, at any time after occurrence and during the continuance of an
Event of Default hereunder, Debtor hereby irrevocably appoints the Secured Party
attorney-in-fact for Debtor in the name of Debtor or the Secured Party, with
full power of substitution, to sign, execute and deliver any and all

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                                       9

instruments and documents and do any and all acts and things to the same extent
as Debtor could do, to sell, assign and transfer any in tangible Collateral,
including, but not limited to, taking all action necessary or desirable to
obtain the approval of any governmental body to the transfer or issuance to the
Secured Party or any other person of any intangible Collateral.

12.     EXPENSES INCURRED BY SECURED PARTY. Secured Party is not required to,
but may, at its option, pay any tax, insurance premium, filing or recording
fees, or other charges payable by Debtor hereunder, and any such amount shall
bear interest from the date of payment until repaid at the applicable Default
Rate. Such amounts shall be repayable by Debtor on demand, and Debtor's
obligation to make such repayment shall constitute an additional Obligation
secured hereby.

13.     ASSIGNMENT. Secured Party may assign or transfer the whole or any part
of the Obligations and may transfer therewith as collateral security the whole
or any part of the Collateral and all obligations, rights, powers and privileges
herein provided shall inure to the benefit of the assignee to the extent of such
assignment.

14.     EVENTS OF DEFAULT. All sums secured hereby shall become immediately due
and payable, at the option of Secured Party, without further demand or notice,
after any of the following occur, each of which shall be an "Event of Default":

        (a)     Failure by Debtor to make any payment (whether of principal,
                interest, expenses, fees or otherwise) required to be made under
                the Loan Documents, when due, by acceleration or otherwise; or

        (b)     Failure by Debtor to observe or perform any other covenant,
                condition or agreement contained herein or in the Loan Documents
                when such observance or performance is due (subject to any
                applicable cure period); or

        (c)     Any representation or warranty made by Debtor contained herein
                or in any other Loan Document shall be untrue in any material
                respect; or

        (d)     Debtor commences, or there is commenced against it, any case,
                proceeding or other action or takes, or there is taken against
                it, any other action in bankruptcy or seeking reorganization,
                liquidation, dissolution, winding-up, arrangement, composition,
                compromise, readjustment of its debts or any other relief under
                any bankruptcy, insolvency, reorganization, liquidation,
                dissolution, arrangement, composition, compromise, readjustment
                of debt or similar act or law of any jurisdiction, now or
                hereafter existing, or takes any action indicating its consent
                to, approval of, or acquiescence in, any such case, proceeding
                or other action; Debtor applies for, or there is appointed, a
                receiver, interim receiver, sequestrator, trustee or custodian
                of it or for all or a substantial part of its property; Debtor
                makes an assignment for the benefit of creditors; Debtor fails
                generally to pay its debts as they mature or admits in writing
                its inability to pay its debts as they mature; Debtor is
                adjudicated insolvent or bankrupt; or there is issued a warrant
                of attachment, execution or similar process against any
                substantial part of Debtor's property; and in the case of any
                such event not initiated by Debtor, such event continues for 60
                days undismissed, unbonded and undischarged; or

        (e)     The occurrence of any loss, theft, damage or destruction of any
                material portion of the Collateral in excess of insurance
                coverage.

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                                       10

15.     REMEDIES. If an Event of Default shall occur, Secured Party shall have
all remedies provided by law and, without limiting the generality of the
foregoing or the remedies provided in any other Section hereof or in any other
Loan Document, shall have the following remedies:

        (a)     The remedies of a secured party under the Uniform Commercial
                Code; and

        (b)     The right, at Secured Party's option, to sell in a commercially
                reasonable manner all or part of the Collateral and make
                application of all proceeds or sums due on the Collateral; and

        (c)     The right to enter any premises where any of the Collateral is
                situated and take possession of such Collateral without notice
                or demand and without legal proceedings; and

        (d)     The right to exercise and enforce all of Debtor's rights under
                any contracts or any other agreement to which Debtor is a party
                or of which Debtor is a beneficiary; and

        (e)     All other remedies which may be available in law or equity.

        At the request of Secured Party, Debtor will assemble the Collateral and
make it available to Secured Party at a place designated by Secured Party. To
the extent that notice of sale shall be required by law to be given, Debtor
agrees that a period of ten (10) days from the time the notice is sent shall be
a reasonable period of notification of a sale or other disposition of Collateral
by Secured Party and that any notice or other communication from Secured Party
to Debtor pursuant to this Agreement or required by any statute may be given to
Debtor at the address set forth under its name on the signature page hereof.
Debtor agrees to pay on demand the amount of all expenses incurred by Secured
Party in protecting and realizing on the Collateral, and Debtor further agrees
that if this Agreement or any Obligation is referred to an attorney for
protecting or defending the priority of Secured Party's interest in the
Collateral or for collecting or realizing thereon, Debtor shall pay all of
Secured Party's expenses including, without limitation, all reasonable
attorneys' fees and costs and expenses of title search and all court costs and
costs of public officials, and Debtor further agrees that its obligation to pay
such amounts shall bear interest from the date such expenditures are made by
Secured Party until repaid at the Default Rate and shall be secured hereby. The
Secured Party shall have no duty as to the collection or protection of the
Collateral or any income thereon, nor as to the preservation of rights against
prior parties, nor as to the preservation of any rights pertaining to the
Collateral beyond reasonable care in the custody or preservation thereof. Debtor
agrees to pay any deficiency remaining after collection or realization by
Secured Party on the Collateral.

16.     HOLD HARMLESS. Debtor will indemnify and hold Secured Party harmless
from all liability, loss, damage or expense including, but not limited to, all
reasonable attorneys' fees and costs, that Secured Party incurs resulting from,
arising out of or relating to Secured Party's efforts to comply with or enforce
the terms of this Agreement or the Obligations. The covenants set forth in this
Section 16 shall survive the termination of this Agreement.

17.     SEVERABILITY. In case any one or more of the provisions contained in
this Agreement is invalid, illegal or unenforceable in any respect in any
jurisdiction, the validity, legality and enforceability of such provision or
provisions will not in any way be affected or impaired thereby in any other
jurisdiction; and the validity, legality and enforceability of the remaining
provisions contained herein will not in any way be affected or impaired thereby.

18.     SUCCESSORS. This Agreement inures to the benefit of Secured Party and
its successors and assigns, and shall bind the successors and assigns of Debtor.
Debtor may not assign its rights and obligations hereunder without the prior
written consent of Secured Party.

<PAGE>
                                       11

19.     OTHER AGREEMENTS. The terms of this Agreement are intended to supplement
and not to replace or be replaced by the terms of the other Loan Documents and
the rights and remedies herein provided to Secured Party are intended to be
cumulative of and in addition to all rights and remedies conferred by the other
Loan Documents.

20.     NOTICES. Notices and other communications with respect to this Agreement
shall be in writing (including telecommunications) and made or delivered to the
party to which such notice or other communication is required or permitted to be
given or made at the address shown on the signature pages of this Agreement, or
at such other address as shall be designated by such party in a written notice
to the other party given in accordance with this Section and shall be considered
delivered on receipt if telecommunicated or delivered by messenger or courier
service or five days after mailing, postage prepaid. All mailed notices shall be
by certified or registered mail.

21.     JUDGMENT CURRENCY. If for the purposes of obtaining judgment in any
court in any jurisdiction or for any other purpose hereunder it becomes
necessary to convert into the currency of such jurisdiction ("Judgment
Currency") any amount due hereunder in any currency other than the Judgment
Currency, then such conversion shall be made in accordance with the normal
banking procedures of the Secured Party at the rate of exchange prevailing on
the last business day before the day on which judgment is given. In the event
that there is a change in the rate of exchange prevailing between the last
business day before the day on which the judgment is given and the date of
payment of the amount due, the Debtor shall, on the date of payment, pay such
additional amounts (if any) as may be necessary to ensure that the amount paid
on such date is the amount in the Judgment Currency which, when converted at the
rate of exchange prevailing on the date of payment, is the amount then due under
this Agreement in such other currency. Any additional amount due from the Debtor
under this paragraph 21 shall be due as a separate debt and shall not be
affected by judgment being obtained for any other sums due under or in respect
of this Agreement.

22.     WITHHOLDING TAXES. Any and all payments by Debtor hereunder shall be
made free and clear of, and without deduction for, any and all present and or
future taxes. If Debtor is required by law to deduct any taxes from or in
respect of any sum payable hereunder to Secured Party, (a) the sum payable shall
be increased by the amount necessary so that after making all required
deductions (including deductions applicable to additional sums payable under
this Section 22) Secured Party will receive an amount equal to the sum it would
have received had no such deductions been made; (b) Debtor shall make such
deductions; and (c) Debtor shall pay the full amount deducted to the relevant
taxing authority or other governmental authority in accordance with applicable
law and promptly forward to Secured Party an official receipt or other
documentation acceptable to Secured Party evidencing such payment.

23.     GOVERNING LAW AND VENUE; SUBMISSION TO JURISDICTION. This Agreement
shall be governed by and construed in accordance with the laws of the State of
Delaware. DEBTOR HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF
ANY UNITED STATES FEDERAL OR DELAWARE STATE COURT SITTING IN THE STATE OF
DELAWARE IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT, AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE
HEARD AND DETERMINED IN ANY SUCH COURT AND WAIVES ANY OBJECTION IT MAY NOW OR
HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN
SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM.

24.     Waiver of Jury Trial. EACH OF DEBTOR AND, BY ITS ACCEPTANCE OF THIS
AGREEMENT, SECURED PARTY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY

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                                       12

WAIVES ANY RIGHT TO A JURY TRIAL OF ANY DISPUTE RELATING TO THIS AGREEMENT AND
AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A
JURY.

IN WITNESS WHEREOF, Debtor has executed this Agreement as of the date first
above written.

DEBTOR:                      ENVIROWASTE INTERNATIONAL INC., a
                             Delaware corporation

                             By:  "Doug Halward"
                                 _______________________________________________
                                 Name: D. Halward

                             Address for Notices:

                             3025 Whitfield Avenue
                             Sarasota, Florida, USA, 34243

                             Fax No.: 941-751-6942

                             DELAWARE ID NO.: 2684562

SECURED PARTY ADDRESS FOR NOTICES:

James E.H. Darby
550 Lowry Lane
North Vancouver, British Columbia, V7G 1R3

Fax No.: