Term Sheet                   Exhibit 10.5

     This memorandum  summarizes the proposed  principal terms with respect to a
transaction between and among:  Greenleaf Technologies  Corporation,  a Delaware
Corporation,  Greenleaf  Ventures,  Inc.,  a  Delaware  corporation,  and  J-Tex
Corporation:


                                 Capitalization

     As of  January  2,  2001,  the  capitalization  of  Greenleaf  Technologies
Corporation is as follows:

     1. Common Stock -- 300,000,000 shares authorized, approximately 141,637,690
        outstanding,  28,571,567  shares  issuable upon exercise of  outstanding
        options  or  warrants;   19,785,995   issuable   upon  the  exercise  of
        convertible securities.

     2. Preferred Stock -- no shares authorized, no shares outstanding.

     As of January 2, 2001, the capitalization of Greenleaf Ventures, Inc. is as
follows:

     1. Common  Stock  --  100,000,000  shares  authorized,   50,000,000  shares
        outstanding,  no shares issuable upon exercise of outstanding options or
        warrants. The outstanding shares are owned as follows:  5,000,000 shares
        have been issued or subscribed  to  employees,  officers or directors of
        Greenleaf  Technologies  Corporation;  45,000,000  shares  are  owned by
        Greenleaf Technologies Corporation.

     2. Preferred Stock -- no shares authorized, no shares outstanding.


            Total Proposed Private Placement and Sale of Common Stock


Size of Investment:                         $34,000,000

    Type of Security: Common Stock of Greenleaf Technologies Corporation and
                      Greenleaf Ventures, Inc.

     Post-Closing  Ownership and Voting:  J-Tex seeks to own and/or  control the
voting rights 51% of Greenleaf  Technologies  Corporation;  and 51% of Greenleaf
Ventures, Inc. with Greenleaf Technologies  Corporation owning the remaining 49%
of Greenleaf Ventures, Inc.

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<PAGE>

The J-Tex - Greenleaf Technologies Corporation Transaction

     Stock Purchase:  J-Tex  Corporation will purchase the following  amounts of
Greenleaf  Technologies  Corporation Common Stock and Greenleaf  Ventures,  Inc.
Common Stock from Greenleaf  Technologies  Corporation for the Purchase Price as
defined below

     Purchase Price: $34,000,000

     Consideration:  Greenleaf  Technologies  Corporation  will sell 193,800,000
Common Stock in Greenleaf Technologies Corporation to J-Tex Corporation, subject
to shareholder  pre-emptive rights, if any, and subject to shareholder  approval
of an Amendment to the Articles of  Incorporation  of Greenleaf  Technologies to
allow for the  authorization  and  subsequent  issuance of additional  shares of
Common Stock

     Greenleaf  Technologies  Corporation  will also sell  25,500,000  shares of
Greenleaf Ventures, Inc. to J-Tex Corporation

     J-Tex  will  obtain  the right to elect two (2)  Directors  on the Board of
Directors  of  Greenleaf  Technologies  Corporation  for which they may  appoint
anyone meeting SEC requirements.

     In  addition,  Greenleaf  Technologies  Corporation  will  grant  to  J-Tex
Corporation  the exclusive  right to manufacture all "Silver Surfer" and related
technology,  subject  to  certain  conditions,  including,  but not  limited  to
protection  for  Greenleaf  Technologies  Corporation  to obtain a  then-current
market rate for the manufacturing services

     Shareholders  Agreement: As a condition to the closing of this transaction,
for a  period  of  three  years,  Christopher  J.  Webster  shall  enter  into a
Shareholder's  Agreement  in which he will agree to vote his shares in Greenleaf
Technologies  Corporation  Common  Stock  consistent  with the  intent  of J-Tex
Corporation

Use of Proceeds:
        For working capital and other general corporate purposes.

Transferability:
        The  Greenleaf  Technologies  Corporation  Common  Stock  and  Greenleaf
        Ventures,  Inc.  Common Stock will be issued as "restricted  securities"
        under  the  federal  securities  laws and may not be  resold  except  in
        compliance with Rule 144.

Company Registration:
        Greenleaf  Technologies  Corporation  shall  be  entitled  to  unlimited
        piggy-back  registration rights in Greenleaf Ventures, Inc. Common Stock
        subject to pro rata  cutback at the  underwriters'  discretion,  but not
        less than 25% for follow-on  public  offerings (and full cutback upon an
        IPO).

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<PAGE>

        All  registration  rights  terminate  not later than five years after an
        IPO,  or, as to any  holder,  when all shares held by such holder may be
        sold under Rule 144 within any three month period.

        All  registration  expenses  to be borne by the  Company  (exclusive  of
        underwriting  discounts and  commissions),  with the exception  that the
        registration  expenses incurred in respect of any S-3 registration shall
        be  shared   equally  by  the  Company  on  one  hand  and  the  selling
        shareholders on the other.

Closing:
        Approximately on or before March 31, 2001

Legends on Certificates:
        The certificates  representing the shares will bear appropriate  legends
        referring  to  the  restrictions  on  transferability   imposed  by  the
        Securities Act of 1933,  applicable state blue sky laws and the Purchase
        Agreements.

Conditions of Closing:
        The closing is subject to certain  conditions,  including  the filing of
        all required  approvals,  and conditions and terms  satisfactory  to the
        Company, the Founders and the investors.

Purchase Agreement:
        The  Purchase  Agreements  will  contain  such other  provisions  as are
        customary  and  reasonable  including  representations  and  warranties,
        conditions to closing, etc.

Legal Fees and Expenses:
        Each party shall independently pay the fees and expenses of its counsel.

Fairness Opinion:
        The Board of Directors of Greenleaf Technologies  Corporation shall have
        the right to obtain a fairness  opinion from an Investment Bank of their
        choice and the issuance of such opinion  shall be a condition  precedent
        to the closing of the Purchase Agreement.

Contingent Interim Funding:
        The final terms and conditions of the transaction described herein shall
        be contingent upon J-Tex Corporation's  initial investment of $2,000,000
        in exchange  for Common  Stock of  Greenleaf  Technologies  Corporation,
        which  shall  be  completed  on  or  before  January  24,  2001.   J-Tex
        Corporation  shall be entitled to an amount of Common Stock of Greenleaf
        Technologies Corporation equal to a purchase price of $0.1754 per share.
        If the  contemplated  agreement is  completed,  this initial  $2,000,000
        investment shall be included in the total $34,000,000  investment.  Upon
        completion of this initial  investment,  the parties  shall  immediately
        work to execute final  agreements to  consummate  the entire  investment
        transaction as contemplated here in by February 15, 2001.

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<PAGE>

     Upon  execution,  this  Letter of Intent and Term Sheet  shall not bind the
parties to the terms provided herein, except that the parties agree to negotiate
in good faith toward a mutually agreeable final agreements.





GREENLEAF VENTURES, INC.                    J-TEX CORPORATION


By                                          By
Title                                       By


GREENLEAF TECHNOLOGIES CORPORATION


By
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